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Placement of convertible bonds and shares from a capital increase, each excluding shareholders’ pre-emptive rights, for the financing of the acquisition of a shopping center


– Not for release, publication or distribution in the United States, Canada, Japan or Australia or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law –


The management board of Deutsche EuroShop AG, Hamburg (ISIN DE0007480204), with the consent of the supervisory board, has resolved to issue senior, unsecured convertible bonds convertible into shares of Deutsche EuroShop AG (the "Bonds"). The pre-emptive rights of existing shareholders of Deutsche EuroShop AG to subscribe for the Bonds are excluded. The Bonds will be issued only to qualified investors outside the United States of America by way of an accelerated bookbuilding process (the "Bond Offering").


Bonds with a total placement volume of 100 million € convertible into up to approximately 2.7 million no-par value registered shares of Deutsche EuroShop AG, representing approximately 5.26% of the current share capital, are to be placed. The Bonds will have a maturity of five years. The Bonds will be issued and redeemed at 100% of their principal amount with a coupon of between 1.00% - 1.75% p. a., payable semi-annually in arrears. The initial conversion price will be set at a premium of 20% - 25% above the placement price for a concurrent offering of ordinary shares as described below.

Pricing for the convertible bonds is expected to take place on November 14, 2012 with settlement on or around November 20, 2012.


Furthermore, the management board of Deutsche EuroShop AG, with the consent of the supervisory board, has resolved to increase the company's share capital through partial use of authorized capital by up to 2,553,876.00 € by issuing up to 2,553,876 new no-par value registered shares for cash with entitlement to dividends as from January 1, 2012 (the "New Shares"). The New Shares represent approximately 4.95% of the current share capital. Shareholders' subscription rights will be excluded. The new shares will be offered only to qualified investors in Germany, the rest of Europe and certain other jurisdictions by way of an accelerated bookbuilding process (the "Share Offering").


Pricing for the New Shares is expected to take place on November 14, 2012 with settlement on or around November 19, 2012.


Following the closing of these transactions, the final number of New Shares issued together with the final number of shares underlying the Bonds based on the initial conversion ratio will not exceed 10% of the current share capital of Deutsche EuroShop AG. The maximum amounts mentioned with regard to both offerings serve only to provide Deutsche EuroShop AG with flexibility in the sizing of each transaction during the offering period.


The New Shares are expected to be admitted without a prospectus to trading on the regulated market (regulierter Markt) and the sub-segment of the regulated market with further post-admission obligations of the Frankfurt Stock Exchange (Prime Standard).


Deutsche EuroShop AG intends to apply for the inclusion of the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. However, settlement and closing of the Bond Offering is not conditional upon obtaining such inclusion to trading.


The company intends to use the proceeds of the offering, less transaction costs, to finance an envisaged acquisition of a further shopping center in Germany. The total investment volume for the shopping center amounts to approximately 160 to 190 € million.


This publication constitutes neither an offer to sell nor the solicitation of an offer to buy securities. In particular, this document constitutes neither an offer to sell nor the solicitation of an offer to purchase securities in the United States. The shares in, as well as the convertible bonds of, Deutsche EuroShop AG (the "Securities") may not be offered or sold in the United States or to or for the account or benefit of "U. S. persons" (as such term is defined in Regulation S under the U. S. Securities Act of 1933, as amended (the "Securities Act")) absent registration or an exemption from registration under the Securities Act. The Securities have not been and will not be registered under the Securities Act. There will be no public offering of the Securities in the United States.

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