Subject to approval by shareholders on 20 January, the mergerwill take effect retroactively from 30 April 2009. Requiringshareholder approval of both companies with a majority of 75% ofvotes, the exchange ratio offered for the 45.638% minorityshareholders of Immoeast – ie equity not already held by Immofinanz– will be three Immofinanz shares for two of Immoeast.

Valuations of the companies have been based on the Net AssetValue as of 31 October 2009, and the exchange ratio verified withdiscounted cash flow valuations. The court appointed merger auditorPwC, and respective advising investment banks Morgan Stanley andDeutsche Bank, have all approved the terms of the merger.

With the merger, all Immoeast assets and liabilities will betransferred to Immofinanz and the brand will be discontinued.Immofinanz will increase share capital by up to €589 millionagainst contribution in kind and will issue up to 567.4 million newshares to minority shareholders of Immoeast.