Combination of DEMIRE AG and Fair Value

REIT AG

Creating a leading commercial real estate player in Germany, supported

by a strong rental income profile and unique growth opportunities

Contents

1. Transaction overview

2. Key investment highlights

3. Shareholder structure overview

2

Transaction overview

Share for share transaction with attractive implied premiumProposed offer terms

For each FVR share shareholders will receive two Demire shares

Offer terms

overview

» Share for share transaction proposed to Fair Value REIT (“FVR“) shareholders

» 2:1 exchange ratio offer:

- For each FVR share shareholders will receive two Demire shares

» Acceptance threshold 50.1% required for transaction to be successful

» Premium offered on implied FVR valuation justified by combined value creation

potential

4

23.21% irrevocable undertaking granted from main shareholdersStrong shareholder support to the transaction

Key shareholders representing c.23.21% of the share capital have committed to the transaction

Strong support obtained

» Significant shareholder support

obtained already

» Merits of the transaction allowed

for significant shareholder

commitment

» Obotritia Capital and Kienzle

Vermoegensverwaltung have

irrevocably supported the

transaction

- Obotritia Capital is controlled by Rolf

Elgeti, Chairman of FVR’s supervisory

board

- Kienzle Vermoegensverwaltung is

controlled by Dr. Oscar Kienzle, deputy

Chairman of FVR’s supervisory board

Free float 77.90%

Obotritia Capital22.10%

FVR

shareholder

structure1

Key terms

irrevocable

undertaking

» Committed to tender shares

even if 50.1% threshold is not

reached

» Should tender offer surpass

more than 94.9% threshold,

investors will not tender their

shares accordingly (land

transfer tax (RETT)

optimisation)

Note

1) Free float as per Frankfurt stock exchange definition (< 5%)

Source: Based on Demire and FVR public available information

5

10 week voting period for FVR investors Key transaction milestones

Tender offer period to last approximately until 23th November followed by an extended acceptance until

14th December

Expected timing

» Announcement 31th of July

» FVR and Demire Q2 15 results to be released on 13th August and 28th August,

respectively

- Further additional financial information regarding the envisaged combination will subsequently be

provided

» Demire shareholders meeting on 14th September

» Publication of offer document approximately 28th September

» Tender offer period approximately from 28th September till 23th November

» Publication of reasoned opinion mid of October by FVR

» Extended acceptance period (2 weeks) from 30th November till 14th December

» Settlement of shares approximately 29th December

6

Key investment highlights

Strong rental income profile supported by unique growth platformCreating a leading commercial real estate player in Germany

Creating a leading €1.0 billion commercial real estate player in

Germany focused on secondary locations 1

Levering integrated asset and portfolio management towards

combined economies of scale and portfolio optimisation2

Combining strong real estate sourcing networks and demonstrable

integration track-record3

Defensive long-leased portfolio and strong tenant structure

supportive of additional debt funding costs reduction4

Strengthening balance sheet profile supported by expected

deleveraging trajectory towards an LTV ratio of 50-60%5

Implementation of “Prime Standard” adequate corporate governance

structure7

» Strong value creation

potential to both equity

and debt investors

» Building critical mass

in secondary locations

in Germany

» Management team

commits to Prime

Standard corporate

governance

Increasing capital markets presence and improved access to financing

markets6

8

€1.0 billion assets under management in secondary locations A leading commercial real estate player in Germany

1

Munich

Frankfurt

Hamburg

Cologne

Stuttgart

Rostock

Freiburg

Leipzig

Kassel

Bonn

Ulm

Dresden

Berlin

Düsseldorf

Significant overlap of existing commercial real estate

assets portfolios

Demire portfolio

Fair Value Reit portfolio

Multi-tenant commercial real estate assets mainly

comprising of office and retail

Office

Retail

Logistics

Other

>€50m

>€10m

>€1m

Headquarters

Office (84%)

Retail (9%)

Logistics (11%)

Demire

FVR

Combined

Office (66%)

Retail (24%)

Logistics (7%)

Other (3%)

Source: Based on Demire company data and FVR public available information

Office (33%)

Retail (57%)

Other (10%)

GAV EUR684m

GAV EUR306m

GAV EUR990m

9

Integrated asset management capabilitiesConsiderable economies of scale and portfolio optimization upside

2

Active asset management

60%

Stabilised assets30%

Non-core / dispose assets

10%

Rent increase and vacancy reduction potential provide

substantial value upside

Fully integrated asset management company equipped

to exploit existing portfolio potential

Exploiting portfolio underlying potential via leveraging on existing management capabilities

Integration of internal asset management capabilities to further

enhance value potential of combined entity

Substantial value creation through vacancy reduction / rent increase

via active portfolio management

EURm Combined1

GAV 684 306 990

GRI 52.2 25.3 77.5

GRI yield (%) 7.6% 8.3% 7.8%

Vacancy (%) 13.7% 8.2% 12.0%

Potential GRI 60.5 27.6 88.1

Note:

1) Based on FVR Q1 report, company presentation and press releases; Demire company data; adjusted for signed

acquisitions and capital activities

Demire

Property

Management

Asset

Management

Facility

Management

100% 51% 51%

FVR

Asset

Management

» Capitalise internal

know-how, further

enhancing existing

portfolio potential

» Fully integrated asset

management

capabilities

» Unique deleveraging

opportunities

10

Illustration of great GRI upside-potential through vacancy

reduction

Robust acquisition and demonstrable integration track-records Combining strong real estate sourcing networks

3

Diverse off-market / value-added investment

opportunities sourced from extensive network

Demire management’s proven ability to drive growth via

targeted acquisitions and portfolio optimization

REITs / Real Estate

Funds Financial institutions

Institutional

InvestorsCorporates

…sourced from a diverse range of participants

Unique set of opportunities…

Special situations

(bankruptcy, etc.) Non-core disposals

Stressed /

distressed sellers

Undervalued assets

21

333371 392

684

H1 2014 FY 2014 Q1 2015 Q2 2015 July 2015

Demire Gross Asset Value

(EURm)

Ongoing: Acquisition of T6 portfolio (office

portfolio) (adj Jul 15 GAV figures)

Ongoing: Acquisition of Kurfürsten Galerie and

Gutenberg Galerie (retail properties)

Q2 2015: Acquisition of LogPark Leipzig (logistics

properties)

Strong deal sourcing network providing access to unique off-market undervalued investment opportunities

Source: Based on Demire public available information and adjusted for acquisitions; non-audited figures 11

Robust acquisition and demonstrable integration track-records Combining strong real estate sourcing networks (cont’d)

3

Potential to further expand FVR’s business model

following transaction closing

FVR growth potential through well established closed end fund investment platform

Discounts inminority buy

outs

Q1 2015 IFRSbalance sheet

minorities

?57

FVR unique business model leveraged on

singular sourcing strategy

Invest in fund stakes below NAV

Active management of funds invested

Gradually increase position across funded already

invested

Liquidate fund and buy-out or sale of

properties

Opportunity to further acquire assets below NAV via combination with Demire in an over EUR50bn market

Source: Based on FVR public available information

NAV growth potential through minorities buy-out

Growth potential from large closed end fund

market

Invest in funds / liquidate fund and buy-out of

properties

4546

50

2011 2012 2013

EURbn Direct buy-out of

property in Cologne in

Q1 2015

Direct buy-out of

property in Dresden in

Q2 2015

Acquisition of 54% stake

in BBV 08 with 26%

value uplift on purchase

price in Q2 2015

12

Strong multi-tenant assets with long lease contracts in placeDefensive commercial real estate portfolio

4

Broad base of high credit quality tenants with long-lease

contracts in place

Balanced expiry lease schedule providing unique rent

increase renegotiation potential

Combining two high credit quality multi-tenant companies with a WALT of 5.7 years

3%

7% 7%8%

3%

18%

6%

16%

6%

13%

2015 2016 2017 2018 2019

Demire FVR

% Gross Rental Income up for review

13

Further deleveraging expectedStrengthening balance sheet profile

5

Deleveraging process to continue following business

combination

Further cash-flow generation potential expected as new

combined entity allow for capital structure optimization

Substantial financing synergies expected following increase in asset base

EURm Combined

Gross asset value 684 306 990

Gross financial debt 530 180 710

Cash 14 46 60

Net financial debt 516 134 650

LTV 75% 44% 66%

Average interest cost 4.7% 2.7% 4.2%

Source: Based on Demire company data and FVR public available information, adjusted for acquisitions and capital activities

1

2

3

• Increase of assets under management post merger

• Focus on debt reduction and cash-flow generation

• Balance sheet optimization and further reduction of average cost of debt

Enlarged asset base

Continuing LTV reduction

Focus on cost of debt optimization

Continuing

FFO

expansion

going

forward

1

2

3

14

Further deleveraging expectedStrengthening balance sheet profile (cont’d)

5

Room for substantial cost of debt improvement as

existing maturities are coming for refinancing (2015-2016)

Management track-record supportive of continuing LTV

reduction post merger

85%

81%

75%

66%

Q42014

Q12015

Q1 adj.2015

Combined

Demire LTV evolution pre / post mergerDebt maturity schedule (EURm)

Substantial financing synergies expected following increase in asset base

Note:

1) Adjusted for acquisitions

Source: Based on Demire and FVR public available information adjusted for acquisitions

13 1224 30

282

6445

019

45

2015 2016 2017 2018 2019

Demire FVR

EUR135m short-

term refinancing

opportunities

Mid-term LTV

target of

50-60%

15

1

Improved liquidity and access to improved funding terms Increasing capital markets presence

6

1,979

1,029

561 555

226

137 115

Becoming a top 5 German commercial real estate player by market capitalisation

Market capitalisation (EURm)

Reduced debt funding costs and improved liquidity expected post business combination

• Increase market capitalization to boost liquidity

• Larger investors likely to get involved both on the equity and debt side

Enhanced liquidity

• Better coverage from financial analysts

• Improve understanding of equity story

Improved visibility

• Increased critical mass to provide access to more competitive funding

• Access to alternative funding solutions provided by market participants

Access to alternative

funding

• Improve market segmentation into Prime Standard listing

Enhanced transparancy

Source: Market data as of 4 August 2015 16

Implementing an integrated supervisory / management structureRobust corporate governance structure of Demire

Board

Asset / portfolio management Accounting Controlling

Property and facility management

Investors Relations

Supervisory

Management

Internalised management

structure

Business combination agreement to define final management structure

Supervisory Board and Management Board compositions of

Demire to be defined upon final terms of the business combination

Expected internalisation of asset- and property management

functions as well as accounting and reporting departments

7

17

TBD TBD TBD

TBD TBD TBD

Proven long-lasting real estate experience in both companies

Supervisory Boards

Prof. Dr. Hermann Anton Wagner

Chairman of the Supervisory Board

Dr. Peter Maser

Vice Chairman of the Supervisory Board

Günther Walcher

Member of the Supervisory Board

Rolf Elgeti

Chairman of the Supervisory Board

Dr. Oscar Kienzle

Vice Chairman of the Supervisory Board

Prof. Dr. Heinz Rehkugler

Member of the Supervisory Board

Management Boards

Frank Schaich

Chief Executive Officer

Hon. Prof. Andreas Steyer

Chief Executive Officer

Markus Drews

Chief Operating Officer

7

18

Shareholder structure overview

Increased free float and no significant shareholding positionShareholder structure overview

Free float 77.90%

Obotritia Capital22.10%

Free float 44.85%

DeGeLog14.99%

Alpine Real Estate

11.92%

Wecken & Cie.

10.97%

M1 Beteiligungs

9.29%

Ketom AG7.98%

FVR

shareholder

structure

Demire

shareholder

structure

• Combined entity to have enlarged free float leading to higher liquidity of the shares

Increased free float

• No significant majority shareholder

Disperse shareholder

structure

• Transaction and future prospects of combined entity already well received by major shareholders in both companies

Long-term investment

horizon

Free float70.13%

Obotritia Capital11.22%

DeGeLog7.38%

Alpine Real Estate5.87%

Wecken & Cie.5.40%

Combined

shareholder

structure1

Note

1) Free float as per Frankfurt stock exchange definition (< 5%)

Source: Based on Demire and FVR public available information

20

DisclaimerDEMIRE AG

This document and its contents are confidential and not meant for forwarding, transmission, publication, duplication, or disclosure (in whole or part) to other

persons. Outside of Germany the distribution of this document may be restricted by applicable laws.

This document does not constitute an offer to sell or an invitation to make an offer to buy or subscribe for securities.

This document and the information contained therein may not be distributed in the United States of America, Canada, Australia, Japan or other jurisdictions, in

which such offer, respectively, such invitation to make an offer to buy or subscribe for securities is not allowed. This document does not constitute an offer to

sell securities in the United States. Securities, including the bond of DEMIRE AG may not be sold or offered for sale within the United States or to or for the

account of / in favour of US citizens (as defined in Regulation S under the U.S. Securities Act of 1933 in the current version (the "Securities Act") unless they

are registered under the regulations of the Securities Act or unless they are subject to an exemption from registration. Neither DEMIRE AG nor any other

person intend to register the offer or a part thereof in the United States or to make a public offer of the securities in the United States.

Certain information in this presentation is based on management estimates. Such estimates have been made in good faith and represent the current beliefs of

applicable members of management. Those management members believe that such estimates are founded on reasonable grounds. However, by their nature,

estimates may not be correct or complete. Accordingly, no representation or warranty (express or implied) is given that such estimates are correct or complete.

This document includes 'forward-looking statements'. Forward-looking statements are all statements which do not describe facts of the past but contain the

words "believe", "estimate", "expect", "anticipate", "assume", "plan", "intend", "could", and words of similar meaning. These forward-looking statements are

subject to inherent risks and uncertainties since they relate to future events and are based on current assumptions and estimates of DEMIRE AG, which might

not occur at all or occur not as assumed. They therefore do not constitute a guarantee for the occurrence of future results or performances of DEMIRE AG.

The actual financial position and the actual results of DEMIRE AG as well as the overall economic development and the regulatory environment may differ

materially from the expectations which are assumed explicitly or implicitly in the forward-looking statements and do not comply to them. Therefore, investors

are warned to base their investment decisions with respect to DEMIRE AG on the forward-looking statements mentioned in this document.

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DisclaimerFair Value REIT AG

This publication is neither an offer to exchange nor a solicitation for an offer to exchange Fair Value shares. Moreover, this publication does not contain or

constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities. The securities referred to in this publication may not be offered or sold in

the United States absent registration under the U.S. Securities Act of 1933, as amended (the „Securities Act”) or in a transaction exempted from or not subject

to the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to in this publication may not be offered or sold in

Australia, Canada, or Japan or to, or for the account or benefit of, any national, resident, or citizen of Australia, Canada, or Japan. The offer and sale of the

securities referred to in this publication has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia,

Canada, Japan, or any other jurisdiction. There will be no public offer of the securities in the United States or anywhere outside of Germany. The final terms

and further provisions regarding the public takeover offer will be disclosed in the offer document. The actual financial position and the actual results of Fair

Value REIT-AG as well as the overall economic development and the regulatory environment may differ materially from the expectations which are assumed

explicitly or implicitly in the forward-looking statements and do not comply to them. Therefore, investors are warned to base their investment decisions with

respect to Fair Value REIT-AG on the forward-looking statements mentioned in this document.

22