DGAP-News: Hypo Real Estate completes sale of shares in Deutsche Pfandbriefbank

Not for publication or distribution in the United States of America, Australia, Canada, Japan or South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.

May 15, 2018

Hypo Real Estate Holding GmbH completed the sale of approximately 22 million bearer shares in Deutsche Pfandbriefbank AG. The gross proceeds raised amount to approximately EUR 287 million. Following the sale, Hypo Real Estate retains 3.5 percent of the outstanding share capital in Deutsche Pfandbriefbank. Following the placement, the shares that it will retain are subject to a lock-up commitment until and including November 14, 2018.

Hypo Real Estate is fully owned by the German Financial Market Stabilization Fund (Finanzmarktstabilierungsfonds), which is administered by the Federal Republic of Germany ‑ Finance Agency (Bundesrepublik Deutschland - Finanzagentur GmbH).

The sale followed an accelerated bookbuilt offering to institutional investors only. A long-term institutional German investor acquired shares in the amount of 4.5 percent of the outstanding share capital of Deutsche Pfandbriefbank.

Disclaimer
This publication may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Japan or South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase the above mentioned securities in the United States, Germany or any other jurisdiction. The securities have already been sold.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities of Deutsche Pfandbriefbank AG have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of Deutsche Pfandbriefbank AG may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act.

In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.