Aroundtown : Exchange offer / Tender offer

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

1 June 2023

Aroundtown Real Estate Limited, a subsidiary of Aroundtown SA, announces cash tender offers to the holders of several series of outstanding Aroundtown SA senior notes due 2025, 2026 and 2027.

The Board of Directors of Aroundtown Real Estate Limited (the "Company"), a subsidiary of Aroundtown SA, has decided to offer to the holders of the

1. EUR 700,000,000 1.000 per cent. Notes due 2025 (ISIN: XS1715306012), issued by Aroundtown SA (the "Series K Notes");
2. EUR 800,000,000 0.625 per cent. Notes due 2025 (ISIN: XS2023872174), issued by Aroundtown SA (the "Series 32 Notes");
3. EUR 500,000,000 1.875 per cent. Notes due 2026 (ISIN: XS1649193403), issued by Aroundtown SA (the "Series I Notes");
4. EUR 600,000,000 1.500 per cent. Notes due 2026 (ISIN: XS1843435501) of Aroundtown SA, originally issued by TLG Immobilien AG (the "Series 36 Notes");
5. EUR 1,000,000,000 0.000 per cent. Notes due 2026 (ISIN: XS2273810510), issued by Aroundtown SA (the "Series 38 Notes");
6. EUR 500,000,000 2.00 per cent. Notes due 2026 (ISIN: XS1815135352), issued by Aroundtown SA (the "Series O Notes"); and
7. EUR 1,250,000,000 0.375 per cent. Notes due 2027 (ISIN: XS2421195848), issued by Aroundtown SA (the "Series 39 Notes", and together with the Series K Notes, the Series 32 Notes, the Series I Notes, the Series 36 Notes, the Series 38 Notes and the Series O Notes, the "Notes"and each a "Series")

to tender the Notes for purchase by the Company for cash (the "Offers" and each such invitation, an "Offer").

The Offers shall be subject to the terms and conditions set out in the tender offer memorandum dated 1 June 2023 (the "Tender Offer Memorandum") prepared by the Company.

Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offers

The rationale of the Offers is, amongst other things, to proactively manage the debt maturity profile of Aroundtown SA.

Material pricing terms

Description of the	First Optional	ISIN /	Outstanding	Minimum	Amount subject to the
Redemption Date /
Notes	Common Code	principal amount	Purchase Price	Offer
Maturity Date
EUR 700,000,000	7 October 2024 /	XS1715306012 /
1.000 per cent. Notes	EUR 538,900,0001	88.90 per cent.
7 January 2025	171530601	The Company proposes to
due 2025
				accept, on the terms and
					subject to the conditions
					described in the Tender
EUR 800,000,000
9 April 2025 /	XS2023872174 /	EUR 638,400,0002		Offer Memorandum,
0.625 per cent. Notes	85.25 per cent.	EUR 350 million in
9 July 2025	202387217
due 2025			aggregate principal
					amount of Notes (the
					"Maximum Acceptance
EUR 500,000,000
	XS1649193403 /			Amount").
1.875 per cent. Notes	19 January 2026	EUR 231,800,0003	84.65 per cent.
164919340	The Company reserves the
due 2026
				right, in its sole and
					absolute discretion, to
EUR 600,000,000					(i) increase the Maximum
28 February 2026 /	XS1843435501 /			Acceptance Amount or
1.500 per cent. Notes	EUR 562,300,0004	79.90 per cent.
28 May 2026	184343550	(ii) purchase Notes in an
due 2026
				aggregate principal
					amount which is less than
EUR 1,000,000,000					the Maximum Acceptance
16 April 2026 /	XS2273810510 /			Amount.
0.000 per cent. Notes	EUR 807,800,0005	74.70 per cent.
16 July 2026	227381051
due 2026			The Company will
					determine the aggregate
					principal amount of Notes
EUR 500,000,000	2 August 2026 /	XS1815135352 /			of the relevant Series
2.00 per cent. Notes	EUR 298,300,000	81.50 per cent.	which it elects to purchase
2 November 2026	181513535
due 2026			pursuant to the relevant
					Offer (each a "Series
					Acceptance Amount") in
EUR 1,250,000,000					its sole and absolute
15 January 2027 /	XS2421195848 /	EUR		discretion.
0.375 per cent. Notes	70.00 per cent.
15 April 2027	242119584	1,250,000,000
due 2027

The Offers begins today and will expire at 5:00 p.m. (CEST) on 7 June 2023 (the "Expiration Deadline"), unless extended, withdrawn, re-opened or terminated at the sole and absolute discretion of the Company as provided in the Tender Offer Memorandum.

Purchase Price

The price the Company will pay for Notes of each Series validly tendered and accepted for purchase by the Company pursuant to the relevant Offer will be determined pursuant to an unmodified Dutch auction procedure, as more fully described in the Tender Offer Memorandum (the "Unmodified Dutch Auction Procedure").

Under the Unmodified Dutch Auction Procedure, the purchase price (specific to each Noteholder) in respect of each Series of Notes validly tendered by a Noteholder and which will be purchased by the Company pursuant to the relevant Offer (each such price, expressed as a percentage of the aggregate principal amount of the Notes of the relevant Series which will be purchased by the Company from such Noteholder, a

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Of which EUR 27,500,000 is held in treasury. Of which EUR 7,000,000 is held in treasury. Of which EUR 12,000,000 is held in treasury. Of which EUR 10,500,000 is held in treasury. Of which EUR 8,100,000 is held in treasury.

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"Purchase Price") shall be equal to the particular purchase price specified by the relevant Noteholder in the relevant Tender Instruction, subject to the Minimum Purchase Price (as more fully described below).

As the Purchase Price applicable to each relevant Noteholder is the price in respect of the relevant Notes specified by such Noteholder in its Tender Instruction, the Purchase Price payable to each Noteholder of the same Series will not necessarily be the same.

Accrued Interest

The Company will also pay Accrued Interest (if any) in respect of Notes validly tendered and delivered and accepted for purchase by the Company pursuant to the Offers.

As the Series 38 Notes are non-interest bearing, there will be no payment of Accrued Interest for the Series 38 Notes accepted for purchase pursuant to the Offer of Series 38 Notes, if any.

Maximum Acceptance Amount and Series Acceptance Amounts

The Company proposes to accept, on the terms and subject to the conditions described in the Tender Offer Memorandum, EUR 350 million in aggregate principal amount of Notes (the "Maximum Acceptance Amount").

The Company reserves the right, in its sole and absolute discretion, to (i) increase the Maximum Acceptance Amount or (ii) purchase Notes in an aggregate principal amount which is less than the Maximum Acceptance Amount. The Company will determine the aggregate principal amount of Notes of the relevant Series which it elects to purchase pursuant to the relevant Offer (each a "Series Acceptance Amount") in its sole and absolute discretion. The Company reserves the right to accept more or less (or none) of any Series of Notes with respect to any other Series of Notes.

Tender Instructions and Scaling of Tenders

In order to participate in, and be eligible to receive the relevant Purchase Price and the payment of Accrued Interest (if any) pursuant to the Offers, Noteholders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and the Clearing Systems for the submission and revocation of Tender Instructions will be earlier than the relevant deadlines specified above.

"Competitive" and "Non-Competitive" Tender Instructions

The Offer for each Series will be conducted pursuant to a separate Unmodified Dutch Auction Procedure as described in the Tender Offer Memorandum. Noteholders may participate in the Offer for each Series in the form of a Competitive Tender Instruction or Non-Competitive Tender Instruction.

Non-Competitive Tender Instructions

In respect of any Series, Noteholders may submit one or more Non-Competitive Tender Instructions in respect of the Notes prior to the Expiration Deadline. Non-Competitive Tender Instructions do not need to specify an Offer Price, but must specify the principal amount of Notes of the relevant Series, in increments of EUR 100,000 that a relevant Noteholder is offering pursuant to the Non-Competitive Tender Instructions for the relevant Series.

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In respect of any Series, the Company will accept for purchase all validly tendered Notes pursuant to Non- Competitive Tender Instructions if it accepts for purchase any validly tendered Notes pursuant to Competitive Tender Instructions.

If the Company accepts a Non-Competitive Tender Instruction, the relevant Noteholder will receive the Minimum Purchase Price for the Notes of the relevant Series.

In the event that the Non-Competitive Tender Instructions submitted result in more Notes of the relevant Series being offered than the applicable Series Acceptance Amount, such Non-Competitive Tender Instructions will be accepted on a pro rata basis (as described below under "Scaling") such that the aggregate principal amount of Notes of such Series accepted for purchase is no greater than such Series Acceptance Amount. In such circumstances, the relevant Maximum Purchase Price will be the Minimum Purchase Price for such Series, and the Company will not accept for purchase any Notes of such Series tendered pursuant to Competitive Tender Instructions (as described below).

Tender Instructions that do not specify an Offer Price, or that specify an Offer Price equal to, or below, the Minimum Purchase Price will be treated as Non-Competitive Tender Instructions. The applicable Purchase Price for Non-Competitive Tender Instructions shall in no circumstances be less than the Minimum Purchase Price.

Competitive Tender Instructions

Alternatively, in respect of any Series, a Noteholder may submit one or more Competitive Tender Instructions in respect of the Notes prior to the Expiration Deadline, provided that the aggregate principal amount outstanding of the Notes of the relevant Series that are the subject of these Competitive Tender Instructions (when taken in aggregate with the aggregate principal amount outstanding of the Notes of the relevant Series that are the subject of any Non-Competitive Tender Instructions from such Noteholder) does not exceed the aggregate principal amount of Notes of the relevant Series that each such Noteholder holds. Competitive Tender Instructions must specify:

• the Offer Price (expressed as a percentage, and which must be expressed in an increment of 0.10 per cent. above the Minimum Purchase Price) that such Noteholder would be willing to accept as the Purchase Price in respect of the Notes of the relevant Series that are the subject of the particular Tender Instruction. In the event that any Tender Instruction in respect of Notes specifies an Offer Price that is not an integral increment of 0.10 per cent. above the Minimum Purchase Price, the Offer Price so specified shall be rounded up to the nearest such increment of 0.10 per cent. above the relevant Minimum Purchase Price, and the Tender Instruction shall be deemed to have specified such figure as the Offer Price; and
• the principal amount of Notes of the relevant Series, in increments of EUR 100,000 that the relevant Noteholder is tendering at that Offer Price.

In respect of any Series, the Company will not accept for purchase any validly tendered Notes pursuant to Competitive Tender Instructions unless it has also accepted for purchase all validly tendered Notes pursuant to Non-Competitive Tender Instructions. If the Company accepts a Competitive Tender Instruction (or Competitive Tender Instructions) the relevant Noteholder will receive the Offer Price (or Offer Prices, as applicable) offered by such Noteholder of the relevant Series.

If (other than as described under "Non-CompetitiveTender Instructions" above) the aggregate principal amount of Notes of a Series validly tendered (i) pursuant to Non-Competitive Tender Instructions and

1. pursuant to Competitive Tender Instructions that specify a purchase price that is less than or equal to the relevant Maximum Purchase Price (as defined below), is greater than the relevant Series Acceptance Amount, the Company intends to accept for purchase (A) first, all such Notes tendered at purchase prices below such Maximum Purchase Price (including Notes of such Series tendered pursuant to Non-Competitive Tender Instructions) in full, and (B) second, all such Notes tendered at such Maximum Purchase Price on a pro rata basis, such that the aggregate principal amount of Notes of such Series accepted for purchase is no greater than such Series Acceptance Amount.

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"Maximum Purchase Price" means, in respect of any Series of Notes, the highest price at which any Notes of such Series will be accepted for purchase by the Company.

Scaling

In the circumstances in which Notes validly tendered pursuant to any Offer are to be accepted on a pro rata basis, each such tender of Notes will be scaled by a factor for the relevant Series (a "Scaling Factor") derived from (i) the Series Acceptance Amount of the relevant Series less the aggregate principal amount of the Notes of such Series that have been validly tendered and accepted for purchase and are not subject to acceptance on a pro rata basis (if any), divided by (ii) the aggregate principal amount of the Notes of the relevant Series that have been validly tendered and are subject to acceptance on a pro rata basis (subject to adjustment to allow for the aggregate principal amount of Notes of the relevant Series accepted for purchase, following the rounding of tenders of such Notes described in the next sentence, to equal the Series Acceptance Amount of the relevant Series exactly).

Each tender of Notes that is subject to scaling will be rounded down to the nearest EUR 100,000 (being the Specified Denomination of the Notes). In addition, in the event of any such scaling, the Company will use reasonable endeavours to apply pro rata scaling (to the extent practicable, and adjusted as may be applicable) to each valid tender of Notes of the relevant Series in such a manner as will result in both:

• the relevant Noteholder transferring to the Company an aggregate nominal amount of Notes of the relevant Series; and
• the relevant Noteholder's residual amount of Notes of the relevant Series (being the nominal amount of Notes of the relevant Series the subject of the relevant Tender Instruction that are not accepted for purchase by virtue of such scaling),

amounting, in each case, to either (i) at least EUR 100,000 or (ii) zero, and the Company therefore reserves the right (but shall not be obliged) to adjust the Scaling Factor for any Series applicable to any relevant Tender Instruction accordingly.

Announcement of Results and Pricing

The Company will announce, as soon as reasonably practicable on the day following the Expiration Deadline, its decision of whether to accept valid tenders of Notes of the relevant Series pursuant to the Offers and, if so accepted, (i) the aggregate principal amount of Notes which will be accepted for purchase pursuant to the Offers and each Series Acceptance Amount; (ii) the total purchase consideration for Notes validly tendered and accepted for purchase (excluding Accrued Interest in respect of such Notes); and (iii) details of any pro rata scaling.

Final Amount Payable to Noteholders

If the Company decides to accept for purchase Notes validly tendered pursuant to any Offer, the total amount that will be paid to each Noteholder on the Settlement Date for the Notes of the relevant Series accepted for purchase from such Noteholder will be an amount (rounded to the nearest EUR 0.01, with EUR 0.005 rounded upwards) equal to the sum of:

1. the product of (i) the aggregate principal amount of the Notes of the relevant Series accepted for purchase from such Noteholder pursuant to the Offer for such Series and (ii) the relevant Purchase Price; and
2. the Accrued Interest on such Notes (if any).

Each Purchase Price will be determined in the manner described in the Tender Offer Memorandum.

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