DGAP-Adhoc: WCM Beteiligungs- und Grundbesitz-AG: Decision to make a Public Takeover Offer by TLG IMMOBILIEN AG to all outside shareholders of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft

Ad-hoc Release pursuant to Article 17 MAR

Decision to make a Public Takeover Offer by TLG IMMOBILIEN AG to all outside shareholders of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft

Frankfurt, 10 May 2017. Today, TLG IMMOBILIEN AG ("TLG") informed the management board of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft ("WCM", ISIN: DE000A1X3X33) about its decision to make a voluntary public takeover offer towards all shareholders of WCM in order to acquire their no-par value bearer shares. Subsequently, subject to the final determination of the minimum prices and the offer conditions in the offer document, TLG intends to offer one new no-par value bearer share of TLG with a notional value of EUR 1.00 as consideration in exchange for each 5.75 tendered shares of WCM. The new shares of TLG should carry dividend rights from 1 January 2017.

Based on the weighted average price of the TLG share during the three months prior to the announcement of the takeover offer, the exchange ratio values each share of WCM at EUR 3.15, representing a premium of 4.1 % to the weighted average price of the shares of WCM during the three months prior to the day of the announcement of the Offer. Based on the closing price of the TLG shares prior to the day of the announcement of the Offer, the resulting offer price amounts to EUR 3.36 per WCM share and represents a premium of 17.8% on WCM's pro forma EPRA NAV of EUR 2.85 per share as communicated by WCM.

In connection with the takeover offer, WCM and TLG today signed a business combination agreement. The business combination agreement addresses the common understanding of WCM and TLG, in particular regarding the strategy and structure of the combined company, the process of the merger, the future composition of the boards of WCM and TLG and the integration process.

The management board and the supervisory board of WCM shall, in compliance with their obligations under statutory law, provide a statement as to the takeover offer after receipt of the offer document to be published by TLG. On the basis of the business combination agreement, WCM shall support the public takeover offer and - subject to the careful examination of the offer document - recommend that its shareholders accept it.

According to the management board of TLG and in accordance with the business combination agreement, the largest shareholders of WCM, including DIC OF RE 2 GmbH, WCM's supervisory board member Mr Karl Ehlerding and WCM's CEO Mr Stavros Efremidis as well as other significant shareholders have entered into irrevocable undertakings to accept the takeover offer regarding their shares in WCM. By entering into the irrevocable undertakings, these shareholders holding in total about 50% of the shares and voting rights in WCM (including options in shares which will be exercised during the takeover offer) have undertaken to tender these shares in WCM into the takeover offer.

About WCM

WCM with headquarters in Frankfurt am Main, is a specialised commercial real estate company. As a real estate proprietor, the focus is on long-term rental of high-quality office and retail properties in the major office locations in Germany. Since the operational restart in 2014, WCM AG has focused on an extensive network for the acquisition of properties as well as on value-creating asset management, in order to generate attractive long-term rental income and a steady cash flow. The pro forma portfolio has a gross asset value of around EUR 800m. Shares of WCM are listed in the Prime Standard of Deutsche Börse AG and are ncluded in the SDAX index since 21 December 2015.

Contact:

Gunnar Janssen
Investor Relations/Capital Markets
WCM Beteiligungs- und Grundbesitz-AG
Bleichstr. 64-66
60313 Frankfurt am Main
Telefon +49 69 963 7319 10
E-Mail [email protected]

Press contact:

edicto GmbH
Axel Mühlhaus/ Dr. Sönke Knop
+49 69 905505-51
[email protected]

www.wcm.de