Target company: Godewind Immobilien AG; Bidder: Covivio X-Tend AG

Dissemination of an announcement according to the German Securities 
Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of 
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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NOT A RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

Publication pursuant to Sec. 10 para. 1 in conjunction with Sec. 29 para. 1
and Sec. 34 of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Bidder:
Covivio X-Tend AG
Knesebeckstraße 3
10623 Berlin, Germany
registered in the commercial register of the local court (Amtsgericht)
Berlin-Charlottenburg under HRB 214597 B

Target company:
Godewind Immobilien AG
Taunusanlage 8
60329 Frankfurt am Main, Germany
registered in the commercial register of the local court Frankfurt am Main
under HRB 111649
ISIN: DE000A2G8XX3

On February 13, 2020, Covivio X-Tend AG (the 'Bidder'), a wholly owned
subsidiary of Covivio S.A., decided to make a voluntary public takeover
offer to shareholders of Godewind Immobilien AG ('Godewind') to acquire
their registered shares in Godewind Immobilien AG, each share representing
a pro rata amount of the registered share capital of EUR 1.00 (the
'Godewind-Shares'), against payment of a cash consideration of EUR 6.40 per
Godewind-Share (the 'Takeover Offer').

The Bidder, Covivio S.A. and Godewind entered into a business combination
agreement, which addresses the key terms of the Takeover Offer as well as
the mutual intentions and common understandings of the parties with respect
to the Takeover Offer. On the basis of the business combination agreement,
the management board and supervisory board of Godewind will support the
Takeover Offer.

In order to secure the transaction, the Bidder entered into share purchase
agreements with various shareholders of Godewind, in which these
shareholders committed themselves to transfer their Godewind-Shares against
payment of a purchase price of EUR 6.40 per Godewind-Share. The share
purchase agreements, together with secured treasury shares and exercised
options, cover up to approximately 35% of Godewind's fully diluted share
capital and are subject to certain closing conditions (in particular merger
clearance by the German Federal Cartel Office (Bundeskartellamt)), but
cannot be terminated unilaterally by either party.

The Bidder intends to conduct the Takeover Offer in the form of a
compensation offer (Sec. 39 para. 2 and 3 German Stock Exchange Act
(Börsengesetz, BörsG)) required for a delisting of the Godewind-Shares from
the regulated market of the Frankfurt Stock Exchange and has therefore
concluded corresponding agreements with Godewind.

The final terms and conditions of the Takeover Offer will be set forth in
the offer document and may, to the extent legally permissible, deviate from
the conditions and other key parameters described herein.

The offer document as well as further announcements relating to the
Takeover Offer will be published on the internet under www.x-tend-
angebot.de .

Important notice

This announcement is for information purposes only and constitutes neither
an invitation to sell, nor an offer to purchase, securities of Godewind
Immobilien AG (the 'Company'). The final terms and further provisions
regarding the public takeover offer will be disclosed in the offer document
after its publication has been approved by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). To
the extent legally permissible, Covivio X-Tend AG (the 'Bidder') reserves
the right to deviate in the final terms of the public takeover offer from
the basic information described herein. Investors and holders of securities
of the Company are strongly recommended to read the offer document and all
announcements in connection with the public takeover offer as soon as they
are published, since they contain or will contain important information.

The public takeover offer will be made exclusively under the laws of the
Federal Republic of Germany, in particular under the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz -
WpÜG), and certain provisions of the securities laws of the United States
of America applicable to cross-border tender offers with a limited U.S.
shareholder base. The public takeover offer will not be executed according
to the provisions of jurisdictions other than those of the Federal Republic
of Germany or the United States of America (to the extent applicable).
Thus, no other announcements, registrations, admissions or approvals of the
public takeover offer outside of the Federal Republic of Germany have been
filed, arranged for or granted. Investors in, and holders of, securities in
the Company cannot rely on having recourse to provisions for the protection
of investors in any jurisdiction other than the provisions of the Federal
Republic of Germany or the United States of America (to the extent
applicable). Subject to the exceptions described in the offer document, as
well as any exemptions that may be granted by the relevant regulators, a
public takeover offer will not be made, neither directly nor indirectly, in
jurisdictions where to do so would constitute a violation of the laws of
such jurisdiction.

To the extent permissible under applicable law or regulation, and in
accordance with German market practice, the Bidder or its brokers may
purchase, or conclude agreements to purchase, shares in the Company,
directly or indirectly, outside of the scope of the public takeover offer,
before, during or after the period in which the offer remains open for
acceptance. This applies to other securities which are directly convertible
into, exchangeable for, or exercisable for shares in the Company. These
purchases may be completed via the stock exchange at market prices or
outside the stock exchange in negotiated transactions. Any information
about such purchases will be disclosed as required by law or regulation in
Germany or any other relevant jurisdiction.

To the extent any announcements in this document contain forward-looking
statements, such statements do not represent facts and are characterized by
the words 'will', 'expect', 'believe', 'estimate', 'intend', 'aim',
'assume' or similar expressions. Such statements express the intentions,
opinions or current expectations and assumptions of the Bidder and the
persons acting together with the Bidder. Such forward-looking statements
are based on current plans, estimates and forecasts, which the Bidder and
the persons acting together with the Bidder have made to the best of their
knowledge, but which they 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 the Bidder or the
persons acting together with the Bidder. These expectations and forward-
looking statements can turn out to be incorrect and the actual events or
consequences may differ materially from those contained in or expressed by
such forward-looking statements. The Bidder and the persons acting together
with the Bidder do not assume an obligation to update the forward-looking
statements with respect to the actual development or incidents, basic
conditions, assumptions or other factors.

Berlin, February 13, 2020

Covivio X-Tend AG


End of WpÜG announcement

End of WpÜG announcement

The 13.02.2020 DGAP Distribution Services include Regulatory Announcements, 
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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