Voluntary takeover bid - GZ 2015/1/3

Achievement of the statutory minimum acceptance rate pursuant to Section 25a paragraph 2 of the Austrian Takeover Act(“ÜbG”).No insolvency or liquidation of the Target Company; no initiation of insolvency or reorganization proceedings under the Corporate Reorganization Act(Unternehmensreorganisationsgesetz); no rejection of insolvency or liquidation proceedings due to lack of assets. No publication of an ad hoc announcement by the Target Company according to Section 48d Stock Exchange Act (Börsegesetz) that indicates a significant deterioration in profitability. A significant deterioration exists,in particular, if such indications, individually or in aggregate with other published conditions, are likely to (i) result in a deterioration of at least EUR 5 million of the Funds from Operations before sales result and one-off effects (FFO I) of the conwert Group for fiscal year 2014 or fiscal year 2015, or (ii) result in a negative one-off effect of EUR 100 million. No announcement of a transfer or obligation to transfer of assets owned by conwert or its subsidiaries with a value of more than EUR 150 million on an individual basis or in total to a third party that is not part of the conwert Group. No increase of the share capital of the Target Company by more than 10%; for these purposes, any increase of the share capital resulting from an exercise of the conversion rights pursuant to the terms and conditions of the Convertible Bonds is being disregarded. No drop in the FTSE EPRA / NAREIT Germany Index by more than 15% compared to the value on March 17, 2015. No conviction or indictment of a criminal act by a member of a governing body or officer of conwert or a subsidiary of conwert while any of those persons were operating in their official capacity at conwert or a subsidiary of conwert.