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Deutsche EuroShop: Successful capital increase via rights issue and expansion of shareholdings in six shopping centers

Hamburg, 1 February 2023 - Deutsche EuroShop AG (the “Company”) has successfully completed its rights offering resolved on 12 January 2023 and the subsequent placement of unsubscribed shares from authorized capital. A total of 14,680,725 new shares at the subscription price of € 21.50 will be issued against contributions in cash or in kind to settle the purchase price receivables from the share purchase agreements signed on 12 January 2023 for the acquisition of minority interests in six shopping center limited partnerships (the “Share Purchase Agreements”).

As part of the subscription offer which ended on 30 January 2023, 2,988,462 new shares will be issued through the exercise of subscription rights against cash contributions. The Company will thus receive gross proceeds in cash in the amount of € 64,251,933.00, which will be used to settle purchase price receivables (including accrued interest) under the Share Purchase Agreements. A partial amount of approximately € 11.5 million will be temporarily reserved for a possible future acquisition of additional minority interests in shopping center limited partnerships.

The purchase price receivables remaining thereafter will be settled as a contribution in kind against the issuance of further 11,692,263 new shares not subscribed for in the subscription offer. The corresponding contribution agreements were signed today.

Deutsche EuroShop is increasing its shareholdings in six shopping centers as follows:

• Allee-Center Magdeburg from 50% to 100%
• Forum Wetzlar from 65% to 100%
• Galeria Baltycka Gdansk from 74% to 100%
• Phoenix-Center Hamburg from 50% to 75%
• Saarpark-Center Neunkirchen from 50% to 90%
• Stadt-Galerie Passau from 75% to 100%

The share capital of the Company will be increased in total by € 14,680,725.00 to € 76,464,319.00 by issuing 14,680,725 new registered no-par value ordinary shares, each with a notional interest in the share capital of € 1.00 per no-par value share, against cash and non-cash contributions (the “Capital Increase”) on the basis of and by partially utilizing the authorization of the Executive Board of the Company as resolved by the Annual General Meeting of the Company on 30 August 2022. The new shares carry full dividend rights from 1 January 2022.

Following registration of the implementation of the Capital Increase in the competent commercial register and admission to trading, the new shares are expected to be included in the existing listing on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange on or around 8 February 2023.

Deutsche Bank AG acted as Sole Global Coordinator for the Capital Increase. 

Deutsche EuroShop – The Shopping Center Company

Deutsche EuroShop is the only public company in Germany to invest solely in shopping centers in prime locations. The company currently has investments in 21 shopping centers in Germany, Austria, Poland, the Czech Republic and Hungary. The portfolio includes the Main-Taunus-Zentrum near Frankfurt, the Altmarkt-Galerie in Dresden and the Galeria Baltycka in Gdansk, among many others.

Disclaimer

This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Deutsche EuroShop AG ("Company") in Germany, the United States, Australia, Canada, Japan or in any other jurisdiction in which such offer may be legally restricted. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any state securities commission or other applicable authority in the United States. They may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act and in compliance with applicable securities laws of any state or other competent jurisdiction of the United States. The public offering of securities in Germany has ended. There is no longer an opportunity to subscribe for securities of the Company.