TLG IMMOBILIEN and Aroundtown agree on essential terms for potential merger

Berlin, 27 October 2019 - As per TLG IMMOBILIEN AG's ("TLG") (ISIN: DE000A12B8Z4) ad-hoc release from last night, the Management Board of TLG, upon approval of the Supervisory Board, executed a non-binding term sheet with Aroundtown SA ("Aroundtown") governing essential terms and conditions of a potential merger of the two companies.

In line with TLG's announcement beginning of September, both companies jointly and with their respective advisors evaluated the potential of a merger during the last weeks. The two companies now agreed that the best possible way to achieve a successful combination of their businesses from an economic, financial, operational, legal and tax standpoint would be by way of voluntary public offer by Aroundtown for all shares in TLG against a consideration consisting of Aroundtown shares. By pursuing the proposed transaction, TLG and Aroundtown intend to create a leading European commercial real estate company, with primary focus on offices and hotels in top tier cities of Germany and the Netherlands.

The proposed transaction and the contemplated exchange offer would be based on an exchange ratio determined on the basis of TLG's and Aroundtown's EPRA NAV per share, subject to statutory minimum price rules.

Based on the discussions to date, Aroundtown and TLG have identified significant potential for value creation through the merger. The parties will continue to evaluate and refine their analysis to determine opportunities for synergies.

For TLG, the envisaged transaction structure permits its shareholders to proportionally equal share into the considerable value creation of a combined business. This will happen under a new name to be defined by Aroundtown and TLG, with its operational headquarters in Berlin, Germany, and with a governance structure which reflects Aroundtown's and TLG's full cooperation based on good corporate governance principles for the combined business.

Upon Aroundtown holding 50% plus one share or more of all shares in TLG at closing or at a later point ("Holding Threshold"), it is contemplated that Aroundtown introduces a governance structure consisting of a management body (comité de direction) which will include five members and a board of directors which will include six or seven members, with its chairman being entitled to a casting vote. Three members of such board are proposed to be independent from either party.

Upon Aroundtown reaching the Holding Threshold, TLG will nominate the initial chairman of Aroundtown's board of directors and the CFO. In the event Aroundtown holds 66% or more of all TLG shares, TLG will nominate an additional member to the management body. One of the members nominated by TLG will act as co-CEO. The remaining positions in the management body (including the CEO) and in the board of directors will remain nominated by Aroundtown.

There is no assurance that a binding definitive agreement on the merger will be reached or that a transaction will be consummated. The signing of any legally binding agreement is subject to the agreement of both parties with respect to all terms and conditions of any combination, satisfactory results of due diligence and the approval of any definitive agreement by TLG's Management Board and the Supervisory Board, as well as Aroundtown's board of directors.

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DISCLAIMER

THIS ANNOUNCEMENT DOES NEITHER CONSTITUTE AN OFFER TO EXCHANGE OR PURCHASE NOR THE SOLICITATION OF AN OFFER TO EXCHANGE OR PURCHASE ANY SECURITIES. MOREOVER, THIS ANNOUNCEMENT DOES NEITHER CONSTITUTE AN OFFER TO BUY NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN AROUNDTOWN SA. AROUNDTON SA HAS NOT YET MADE A DECISION ON ITS INTENTION TO MAKE ANY PUBLIC TAKEOVER OFFER AND ANY TERMS OF SUCH INTENTION TO LAUNCH A PUBLIC TAKEOVER OFFER WILL BE SUBJECT TO AN OFFER DOCUMENT TO BE APPROVED BY GERMAN FEDERAL FINANCIAL SUPERVISORY AUTHORITY (BUNDESANSTALT FÜR FINANZDIENSTLEISTUNGSAUFSICHT). AROUNDTOWN SA MAY NOT MAKE A DECISION TO INITIATE A PUBLIC TAKEOVER OFFER AT ALL.

THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR IN IN ANY OTHER JURISDICTION, WHERE TO DO SO WOULD BE A VIOLATION OF APPLICABLE LAW. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES OF AROUNTOWN SA IN THE UNITED STATES.

THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES, FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT TO RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF TLG IMMOBILIEN AG. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF FACTORS. IT IS POSSIBLE THAT TLG IMMOBILIEN AG WILL CHANGE ITS ASSUMPTIONS REFLECTED IN THIS ANNOUNCEMENTS.

ABOUT TLG IMMOBILIEN AG

For over 25 years, the listed company TLG IMMOBILIEN AG has owned and rented out commercial properties in selected promising locations in Germany. The company continuously develops its portfolio and actively generates value through strategic investments and selected property acquisitions. As at 30 June 2019, its portfolio contains properties worth EUR 4.6 bn. As at the same reporting date, the adjusted EPRA Net Asset Value per share amounted to EUR 29.77. The portfolio comprises office properties in cities including Berlin, Dresden, Frankfurt/Main, Leipzig and Rostock. It also contains a regionally diversified portfolio of retail properties, primarily in the neighbourhood shopping segment, in promising micro-locations as well as seven hotels in top central locations. The properties of TLG IMMOBILIEN AG stand out not only due to their excellent locations but also because of their long-term rental or lease agreements. Its highly qualified employees guarantee extensive local market expertise at its individual locations.

This publication contains forward-looking statements based on current views and assumptions of TLG IMMOBILIEN AG's management and made to the best of knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause TLG IMMOBILIEN AG's revenues, profitability or the degree to which it performs or achieves its targets, to materially deviate from what is explicitly or implicitly stated or described in this publication. Therefore, persons who obtain possession of this publication should not rely on such forward-looking statements. TLG IMMOBILIEN AG accepts no guarantee or responsibility regarding such forward-looking statements and will not adjust them to future results or developments.