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Consus Real Estate AG: Strategic co-operation agreement signed and 22% stake acquired by Ado Properties S.A.

Consus Real Estate AG (CONSUS), a market-leading residential developer focused on the rental sector in the top nine cities in Germany, is pleased to announce it has today signed a strategic co-operation agreement with ADO Properties (ADO), a leading German real estate company, to create a powerful player in the country's property market.

ADO will acquire a 22.18% strategic stake in CONSUS at EUR 9.72 per share, which together with shares already owned by ADLER Real Estate AG (ADLER), will take its holding to around 25%. ADO has also secured a call option to acquire an additional 51% controlling stake in CONSUS at an exchange ratio of 0.2390 ADO shares for each CONSUS share. Upon exercise of its option, ADO intends to make a voluntary offer to minorities at the same consideration as the call option.

The acquisition of the minority stake and the strategic co-operation agreement are part of a concurrent announcement made by ADO and ADLER today about a proposed combination of their businesses to form the Adler Real Estate Group and create a roadmap to become the third-largest listed residential company in Germany in the future.

Under the strategic co-operation agreement, CONSUS will work together with ADO on its residential development portfolio, and CONSUS has provided a right to ADO to allow it to match any offer from a third party on residential development projects worked on together.

CONSUS believes that the newly enlarged ADLER Real Estate Group will be a strong partner and, together, the three companies will create a premier German residential development platform. This agreement will help to strengthen Consus' development activities and deliver further growth, as well as reduce financing costs and further improve access to financing. Working together with the ADLER Real Estate Group will demonstrate that CONSUS is a developer that delivers the rented residential housing that is needed in Germany's top 9 cities.

Andreas Steyer, CEO of CONSUS, said: "We are excited to announce today's strategic co-operation agreement with ADO. We see the agreement as a significant endorsement of CONSUS's strategy, as well as recognition of our strong in-house construction expertise and digitalisation of construction processes. The relationship will provide material benefits to CONSUS including reduced financing costs.

A strategic combination of ADO, ADLER and CONSUS will create an integrated real estate group that will deliver residential properties that the top nine cities in Germany are calling for."

About Consus Real Estate AG
Consus Real Estate AG ("CONSUS") with its headquarters in Berlin is the leading property developer in the top 9 cities in Germany. The development portfolio of CONSUS had a gross development value (GDV) of EUR 10.3 bn as of 30 September 2019. CONSUS focuses on the development of entire neighbourhoods ('quartiers') and standardised flats that it forward sells to institutional investors. The in-house construction expertise and the digitalisation of construction processes allow CONSUS to operate along the entire property development value chain. CONSUS implements development projects from planning through construction to transfer of ownership, as well as delivering property management and related services through its subsidiaries CG Gruppe AG and Consus Swiss Finance AG. CONSUS' shares are included in the Scale segment of the Frankfurt Stock Exchange and the m:access segment of the Munich Stock Exchange and are traded on XETRA in Frankfurt, among others.

Important notice
This publication may not be published or distributed, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This publication is for information purposes only. It does not constitute an offer to purchase, sell, exchange or transfer any securities or a solicitation to submit an offer to purchase securities of Consus Real Estate AG in the United States of America, Germany or any other jurisdiction. Neither this announcement nor its content shall form the basis of an offer in any jurisdiction. The securities of Consus Real Estate AG may not be offered or sold in the United States of America without registration or an exemption from registration under the United States Securities Act of 1933, as amended (the 'Securities Act'). The securities of Consus Real Estate AG have not been, and will not be, registered under the Securities Act.

In the United Kingdom, this publication is being directed only at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, partnerships, etc.) (all such persons together being referred to as 'Relevant Persons'). This publication is directed and distributed only to Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In the member states of the European Economic Area ('EEA') that have implemented the Prospectus Directive (the 'Relevant Member States'), this announcement and any offer if made subsequently is directed exclusively to persons who are 'qualified investors' as defined by the Prospectus Directive ('Qualified Investors').

No action has been taken that would permit an offer or a purchase of the securities or distribution of this publication in any jurisdiction where such action would be unlawful. Persons who are in possession of this announcement are required to inform themselves about and observe any such restrictions.

To the extent that this announcement contains forward-looking statements, such statements do not represent facts and are characterised by the words 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Consus Real Estate AG and are based on current plans, estimates and forecasts which Consus Real Estate AG has made to the best of its knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Consus Real Estate AG. It should be kept in mind that actual events or developments may differ materially from those contained in or expressed by such forward-looking statements.

Contact:
Investor Relations
Robert Stierwald
T: +49 30 96535790264
E: [email protected]