GAGFAH : Notice to the Holders of the 1.50% Convertible Bonds due 20 May 2019 issued by GAGFAH S.A. (ISIN: DE000A1ZJD18, WKN: A1ZJD1)

Convenience translation of the binding notice in the German language into the English language

Notice
to the Holders of the
1.50% Convertible Bonds due 20 May 2019
issued by GAGFAH S.A.
(ISIN: DE000A1ZJD18, WKN: A1ZJD1)

GAGFAH S.A. (GAGFAH) hereby gives notice in accordance with the terms and conditions (the Terms and Conditions) of the 1.50% convertible bonds due 20 May 2019 (ISIN: DE000A1ZJD18, WKN: A1ZJD1) issued by it (the Convertible Bonds) that Deutsche Annington Immobilien SE (the Bidder) on 19 December 2014 published a voluntary public takeover offer to the shareholders of GAGFAH to acquire all registered shares in GAGFAH with a nominal value of EUR 1.25 each against payment of an amount of EUR 122.52 in cash and an additional consideration of 5 no-par value registered shares of the Bidder for each 14 no-par value shares in GAGFAH tendered (the Takeover Offer). The Takeover Offer can be accepted until 21 January 2015, 24:00 hrs (Central European Time) (the Acceptance Period). In addition, the Takeover Offer can be accepted during an additional acceptance period under certain circumstances, especially if the closing condition that the minimum acceptance threshold of 57% must be exceeded has been fulfilled upon expiration of the Acceptance Period, unless such closing condition has been waived or reduced (the Additional Acceptance Period). The Additional Acceptance Period is expected to begin on 27 January 2015 and to end on 10 February 2015, 24:00 hrs (Central European Time). GAGFAH points out that it cannot assess whether there will be an Additional Acceptance Period and when such Additional Acceptance Period will begin.

If, due to the Takeover Offer, a change of control pursuant to § 11 (f) of the Terms and Conditions occurs, the holders of the Convertible Bonds (the Bondholders) may either demand the early redemption of their Convertible Bonds or exercise their conversion rights on the basis of the adjusted conversion price. Upon occurrence of a change of control, GAGFAH will give notice to the Bondholders of the occurrence of such change of control, the adjusted conversion price and the effective date, as set forth in the Terms and Conditions. GAGFAH cannot provide any details as to whether and when a change of control will occur in the course of the implementation of the Takeover Offer. The Bidder assumes in the Takeover Offer that a change of control will occur upon expiration of the Acceptance Period.

Bondholders who demand the early redemption of their Convertible Bonds must declare some or all of their Convertible Bonds due by giving notice not less than 10 calendar days' prior to the effective date, as set forth in the Terms and Conditions. In this event, the Convertible Bonds of Bondholders, who have validly declared their Convertible Bonds due, will be redeemed at their principal amount plus accrued interest on the effective date.

Bondholders who alternatively elect to exercise their conversion right on the basis of the adjusted conversion price must, by no later than 21 January 2015, 4 p.m. (Central European Time), send a conversion notice specified to be a conditional conversion notice via their respective custodian to the principal conversion agent (Citibank, N.A., Citigroup Centre, Global Transaction Banking, Canada Square, Canary Wharf, London E14 5LB, England) and deliver the relevant Convertible Bonds to the principal conversion agent, as set forth in more detail in the Terms and Conditions. A form of such conversion notice can be obtained from the principal conversion agent via the respective custodian of the Bondholders.

GAGFAH does not intend to exercise the cash alternative election set forth in the Terms and Conditions. According to the Terms and Conditions, the settlement shares must be credited to the Bondholders no later than on the 15th business day following the conversion date. GAGFAH intends to deliver the settlement shares as soon as possible after valid exercise of the conversion right in order to enable the Bondholders to accept the Takeover Offer within the Additional Acceptance Period. However, GAGFAH assumes no warranty or liability for the delivery of the settlement shares within the Additional Acceptance Period.

Fractions of settlement shares will not be compensated in cash. The settlement shares will be issued out of GAGFAH's authorised capital.

Luxembourg, 19 December 2014

GAGFAH S.A.