GORE German Office Real Estate AG plans realignment with investment focus on Luxembourg commercial real estate market and alteration of its shareholder structure

Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014

GORE German Office Real Estate AG plans realignment with investment focus on Luxembourg commercial real estate market and alteration of its shareholder structure

- Contribution of a Luxembourg real estate portfolio worth over EUR 1 billion to GORE planned

- Contribution of portfolio against issuance of new GORE shares in context of a capital increase against contributions in kind

- Contribution of the new GORE shares to parent company PREOS in exchange for new PREOS shares

- Sale of new GORE shares by PREOS to Luxembourg investment company with institutional, strategic investors intended

- New members of GORE Executive Board, change of name and change of registered office planned

Frankfurt/Main, 19 October 2021 - The Executive Board of GORE German Office Real Estate AG ("GORE", ISIN DE000A0Z26C8) is planning a fundamental realignment and the participation of a new majority shareholder in the company. The Supervisory Board of GORE has approved this planned measure on the basis of a letter of intent signed with the participation of the parent company PREOS Global Office Real Estate & Technology AG ("PREOS") and publity AG. In the event of a positive conclusion of the due diligence reviews, a basic agreement on the implementation of the transaction will be signed.

In a first step, a portfolio of Luxembourg real estate projects managed by a general partner is to be contributed to GORE. The portfolio is to be contributed to GORE by way of a capital increase through contributions in kind against the issuance of new GORE shares. The value to be applied to the GORE shares is to be determined on the basis of the stock market price and on the basis of a company valuation and is expected to be in a range of EUR 2 to EUR 3 per GORE share.

The contribution is to be made through the issue of new GORE shares. In the next step, the newly created GORE shares are to be contributed to PREOS in return for the issue of new PREOS shares as part of a capital increase through contributions in kind. The GORE shares held by PREOS following these two transaction steps are to be placed with investors by PREOS in a third step.

In the course of the transaction, GORE is to sell its German real estate portfolio and focus exclusively on the acquisition of commercial real estate projects in Luxembourg. For this purpose, a transfer of the registered office to Luxembourg as well as a change of name and a subsequent cross-border transformation of legal form are planned. Furthermore, an additional listing of the GORE shares on the Luxembourg Stock Exchange is being sought. The realignment of GORE is also to be accompanied by a new appointment to two Supervisory Board positions and an expansion of the GORE Executive Board by an additional person.

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