Aroundtown S.A. — M&A Activity 2019

Sep 2, 2019

Aroundtown SA (IRSH)

01-Sep-2019 / 20:54 CET/CEST Dissemination of a RegulatoryAnnouncement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

THISANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLYOR INDIRECTLY, IN OR INTOTHE UNITED STATES,AUSTRALIA, CANADA, JAPAN, SOUTHAFRICAORANYOTHER JURISDICTION WHERE TODOSO WOULD CONSTITUTEAVIOLATION OFAPPLICABLE LAWS OR REGULATIONS

Disclosure of inside information according toArticle 17 of Regulation (EU) No 596/2014 on market abuse

Aroundtown SAannounces the start of evaluation of a potential merger with TLGImmobilienAGfollowing TLG's acquisition of 9.99% stake inAroundtown fromits largest shareholderAvisco

Grand Duchy of Luxembourg, 1 September 2019, 20:15 CEST

The Board of Directors ofAroundtown SA (the 'Company') (ISIN LU1673108939) has been informed that its largest shareholder Avisco sold a stake of 9.99% in the shares of the Company to TLG ImmobilienAG ('TLG'), a German commercial real estate company listed on the regulated market of the Frankfurt Stock Exchange, at a price of EUR 8.3 per share which corresponds to the EPRA NAV of the Company as of 30 June 2019. The shareholding ofAvisco is reduced to 17%.Additionally,Avisco and TLG entered into an option agreement relating to further up to 4.99% shares in the Company currently held byAvisco. In the case of the full exercise of the options, the shareholding of TLG in the Company will increase to 14.99% based on the current share capital of the Company. The exercise of the options is subject to certain conditions precedent including merger clearance.Additionally, TLG and Avisco have agreed to a lock-up of shares representing each 9.99% inAroundtown (based on the current share capital) until the earlier of 31 August 2020 or a potential merger between the Company and TLG.

The Board of the Company welcomes TLG as an investor in the Company and resolved to start with the evaluation of a potential merger with TLG and to commence discussions in relation thereto.

About the Company

Aroundtown SA (symbol:AT1), trading on the Prime Standard of the Frankfurt Stock Exchange, is the largest listed and highest rated (BBB+ by S&P) German commercial real estate company.Aroundtown invests in income generating quality properties with value-add potential in central locations in top tier European cities mainly inGermany/NL.

Aroundtown SA (ISIN: LU1673108939) is a public limited liability company (société anonyme) established under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B217868, having its registered office at 1,Avenue du Bois, L-1251 Luxembourg, Grand Duchy of Luxembourg.

Contact

Timothy Wright

T: +352 285 7741

E: info@aroundtown.de

www.aroundtown.de

DISCLAIMER

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELLOR THE SOLICITATION OF AN OFFER TO BUYANY SECURITIES.

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 SECURITIESACT),AND MAYNOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION ORAN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT IS DIRECTED ATAND IS ONLYBEING DISTRIBUTED IN THE UNITED KINGDOM TO (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHINARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER), (II) HIGH NET WORTH ENTITIES,AND OTHER PERSONS TO WHOM IT MAYOTHERWISE LAWFULLYBE COMMUNICATED FALLING WITHINARTICLE 49 OF THE ORDER,AND (III) PERSONS TO WHOM IT MAYOTHERWISE LAWFULLYBE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TOAS RELEVANT PERSONS). THIS COMMUNICATION MUST NOT

BE READ,ACTED ON OR RELIED ON BYPERSONS WHOARE NOT RELEVANT PERSONS.ANYINVESTMENT OR INVESTMENTACTIVITYTO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLYTO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLYWITH RELEVANT PERSONS.

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EEA), THIS ANNOUNCEMENTAND ANYOFFER IF MADE SUBSEQUENTLYIS DIRECTED ONLYAT PERSONS WHOARE 'QUALIFIED INVESTORS' WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC,AS AMENDED (THE PROSPECTUS DIRECTIVE) (QUALIFIED INVESTORS). ANYPERSON IN THE EEA WHOACQUIRES THE SECURITIES INANYOFFER (AN INVESTOR) OR TO WHOM ANYOFFER OF THE SECURITIES IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR.ANYINVESTOR WILLALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THATANYSECURITIES ACQUIRED BYIT IN THE OFFER HAVE NOT BEENACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES BEENACQUIRED WITHA VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS WHERE THIS WOULD RESULT INA REQUIREMENT FOR PUBLICATION BYAROUNDTOWN OR ANYOF THE MANAGERS OF A PROSPECTUS PURSUANT TOARTICLE 3 OF THE PROSPECTUS DIRECTIVE.

THIS ANNOUNCEMENT MAYCONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES, FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TOANYSUCH STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT TO RISKS AND UNCERTAINTIES, MANYOF WHICHARE BEYOND THE CONTROLOF AROUNDTOWN SA.ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ONA NUMBER OF FACTORS.

ISIN: LU1673108939, XS1227093611, XS1336607715, XS1403685636, XS1449707055, XS1532877757, XS1540071724, XS1586386739, XS1649193403, XS1700429308, XS1715306012, XS1761721262, XS1815135352, XS1753814141, CH0398677689, XS1857310814 Category Code:MSCU TIDM: IRSH LEICode: 529900H4DWG3KWMBMQ39 Sequence No.: 18614 EQS News ID: 866711

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