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In addition to the inclusion of DeMIRe AG, these consolidated financial statements generally include all German and foreign subsidiaries from the date of their acquisition. the main changes in the scope of consolidation in the reporting period concern the acquisition of Fair Value ReIt-AG and its subsidiaries and Germavest Real estate S.à.r.l (see subsections “Business combination with Fair Value ReIt-AG” and “Business combination with Germavest Real estate S.à.r.l.”) and the purchase of other real estate companies (see section “Acquisition of real estate companies”), through which the different properties were acquired.

In addition, the property management company DeMIRe Immobilien Management GmbH, Berlin, acquired in the reporting year was included in the consolidated financial statements for the first time. pAnACeA property GmbH and pRAeDIA GmbH, which were also acquired during the reporting year, were not included in the consolidated financial statements for reasons of materiality based on their relative contribution within the group of consolidated companies and minor importance.

the composition of the scope of consolidation is shown in Appendix 1. the scope of consolidation comprised 78 fully consolidated entities (previous year: 54), including the ultimate parent company, and has changed during the fiscal year as follows.

numBer oF Fully consolidated suBsidiaries 2015 2014

As of the beginning of the fiscal year 54 30

Additions 20 27

Additions through business combinations 17 0

Disposals through sale/liquidation 7 3

Mergers 6 0

As at the balance sheet date 78 54

definition of types of entities:

A subsidiary is an entity that is controlled by another entity (referred to as parent company).

An associated company is an entity upon which the investor has a significant influence but does not exert control or joint control.

A joint venture is a joint arrangement in which the parties that exert joint control have rights to the net assets of the arrangement.

changes to the scope of consolidation

Additions in the reporting year

Business combination with Fair Value ReIt-AG

Fair Value ReIt-AG, Munich, was fully consolidated for the first time in the consolidated financial statements as at December 31, 2015 in accordance with the provisions of IFRS 3 for business combinations because the business operations and related business processes had been acquired.

on october 14, 2015, the executive Board of DeMIRe Deutsche Mittelstand Real estate AG made a voluntary public takeover offer to the shareholders of Fair Value ReIt-AG in which they could exchange their shares in newly created shares of DeMIRe. the aim of the acquisition was to create the leading commercial real estate specialist focused on German secondary locations with a common real estate portfolio valued at roughly euR 1 billion.

the capital increase against contribution in kind took place at a ratio of two DeMIRe shares for one Fair Value ReIt-AG share. the exchange took legal effect on December 21, 2015 with its entry of the capital increase in the commercial register in Frankfurt/Main. DeMIRe’s takeover offer was accepted by 77.70 % of the Fair Value ReIt-AG shareholders. A total of 10,963,878 Fair Value ReIt-AG shares of the full total of 14,110,323 shares were tendered for exchange during the initial acceptance period and the additional acceptance period that extended until December 3, 2015.

on December 16, 2015, DeMIRe’s executive Board resolved to increase the share capital by an amount of euR 21,927,756.00 to euR 49,292,285.00 against contribution in kind by issuing 21,927,756 new no- par value bearer shares (no-par value shares) with a notional interest in the share capital of euR 1.00 each. the contribution in kind consisted of 10,963,878 shares of Fair Value ReIt-AG with a notional interest in the share capital of euR 2.00 per share. on December 21, 2015, the increase in share capital was entered into the commercial register.

Fair Value ReIt-AG is a Munich-based, publicly traded real estate company with a focus on commercial properties in Germany. It is registered as a German stock corporation in the commercial register of the District Court of Munich under HRB 168882. the Company’s fiscal year is identical to the calendar year. the target company fulfils the requirements of the ReIt Act (Real estate Investment trust) and is thus exempt from corporation and trade taxes. on the acquisition date, the portfolio consisted of 40 properties in 8 of 16 federal states with aggregate rentable space of approx. 275,000 m² and annualised contractual rent totalling euRk 25,188.

the first-time consolidation of Fair Value ReIt-AG took place on December 31, 2015 on a subgroup basis and based on the share of non-controlling shareholders at that time.

the consolidation of Fair Value ReIt as a subgroup entailed acquisition costs of roughly euRk 93,263 for 77.70 % of the shares. these costs resulted from the fair value of euR 4.2532 per DeMIRe share on the closing date of the share exchange of December 21, 2015 issued in exchange for shares in Fair Value ReIt-AG (21,927,756 DeMIRe shares).

the acquisition costs were distributed among the acquired assets and liabilities valued at their estimated market values as part of the final purchase price allocation conducted by an external expert:

eurk

Investment properties 287,794

other non-current assets 9,387

Current assets 5,674

Cash and cash equivalents 16,028

non-current assets, held for sale 11,750

acquired assets 330,633

non-current liabilities -187,738

Current liabilities -25,497

acquired liabilities -213,235

net assets (100 %) 117,398

Interests of non-controlling shareholders -26,179

Deferred tax assets (see explanation) -4,739

Goodwill 6,783

consideration transferred 93,263

the majority of investment properties was appraised as at December 31, 2015 by external real estate experts. DeMIRe AG adopted these values as a result of its own assessment.

In the course of determining the purchase price allocation, the following intangible assets at Fair Value ReIt were identified:

Fair Value ReIt’s Internet domain was capitalised at euRk 25 and valued at its replacement cost. Contractual claims from partner companies were capitalised as an intangible asset and measured at euRk 150. Hidden reserves of euRk 613 were also identified with non-current financial liabilities resulting from the fair values being below their nominal values. Deferred tax liabilities resulting from the hidden reserves totalled euRk 227 at the level of Fair Value ReIt and were determined using a combined corporate and trade tax rate of 31.925 % (including 5.5 % solidarity surcharge on corporate taxes).

An amount of euRk 120 of hidden losses was identified within non-current financial debt. the higher value of the convertible bond (euRk 413) versus its market value of euRk 8,301 as at December 31, 2015 was also identified as a hidden loss, triggered by the change of control and the subsequently requested early redemption of the bond (euRk 8,714) in February 2016. Both items resulted in deferred tax assets of euRk 170.

In the context of the consolidation of the Fair Value ReIt-AG and DeMIRe AG subgroups, net deferred tax liabilities of euRk 4,739 on the deemed disposal of properties held by Fair Value ReIt (analogous to the “tax transparent entities”) were recognised based on the tax rate mentioned above. this resulted in goodwill of euRk 6,783 in DeMIRe AG’s consolidated financial statements originating from the acquisition of Fair Value ReIt. Deferred tax liabilities increased goodwill by euRk 2,044 from euRk 4,739 to euRk 6,783.

Contingent liabilities as defined by IAS 37, which result in a liability at the time of first-time consolidation under IFRS 3.22, were not identified.

transaction costs arising in the context of the share exchange amounted to euRk 3,295 and were offset against capital reserves and thus recognised directly in equity. expenses of euRk 978 related to the business combination were recognised through profit or loss.

the valuation of interests of non-controlling shareholders was based on their share of the net assets of Fair Value ReIt, which at the time of its first-time consolidation amounted to euRk 26,179. In measuring the interests of non-controlling shareholders (minority interests) use of the option under IFRS 3.19 was made and the interests of non-controlling shareholders were measured using the corresponding share of the identifiable net assets.

After offsetting acquisition costs (euRk 93,263), plus minority interests (euRk 26,179), against the net assets of the acquired company (euRk 117,398), a positive difference emerged (goodwill) in the amount of euRk 2,044. the reason for the positive difference lies, among others, in the appreciation of the share price until December 21, 2015 of the DeMIRe shares given as consideration. In the context of its own growth strategy, DeMIRe sees development potential from its acquisition of Fair Value ReIt in the real estate directly or indirectly held by Fair Value ReIt and from the opportunity to realise synergies in the areas of administration and property and facility management.

the gross amount of the trade accounts receivable acquired totalled euRk 3,266 upon initial consolidation and included previous impairments of euRk 509. thus, the fair value of trade accounts receivable amounted to euRk 2,757. the gross amount of other receivables and assets acquired totalled euRk 2,895 upon initial consolidation. no impairment has been recognised on these receivables. thus, the fair value of other receivables and assets amounted to euRk 2,895.

If Fair Value ReIt had been fully consolidated as at January 1, 2015, net rental income of euRk 17,726 and profit/loss before taxes of euRk 6,585 would have been included in the consolidated statement of comprehensive income.

no material net rental income or substantial Group profit/loss before taxes was generated during the period of affiliation to the group (December 21, 2015 to December 31, 2015).

Business combination with Germavest real estate s.à.r.l.

DeMIRe AG acquired 94 % of the interests in Germavest Real estate S.A.R.l., luxembourg, at a purchase price of approx. euRk 39,016 with effect from october 30, 2015. Germavest Real estate S.à.r.l. is incorporated under luxembourg law and headquartered in luxembourg. Germavest Real estate S.à.r.l. has a commercial real estate portfolio also called the “t6 portfolio”, containing 143,788 m² of rental space as well as 2,171 underground and free-standing parking spaces in the cities of Ansbach, Bonn, Flensburg, Freiburg, Regensburg and Stahnsdorf. All six locations have long- term rental contracts with Deutsche telekom AG until 2021 (until 2025 for the location in Bonn). the net annual rent, excluding utilities and based on the properties’ current full occupancy, amounts to roughly euR 14.8 million and will rise periodically based on a contractually agreed fixed annual indexation. the largest property with approximately 38,000 m² has a rental agreement with a term of 10 years.

the following table shows the individual locations and their rentable space:

location oF property Rentable space (in m²)

Bayreuther Straße 111/Rettistraße 56, 91522 Ansbach 12,632

Bonner talweg 100/Reuterstraße, 53113 Bonn 38,353

eckernförder landstraße 65, 24941 Flensburg 23,800

Berliner Allee 1, 79114 Freiburg 22,674

Bajuwarenstraße 4, 93053 Regensburg 29,219

Güterfelder Damm 87-91, 14532 Stahnsdorf 17,110

total space 143,788

Germavest Real estate S.à.r.l. was fully consolidated as at the balance sheet date in accordance with the provisions of IFRS 3 for business combinations, because a business operation and the related business processes were acquired. the initial consolidation of Germavest Real estate S.à.r.l. took place on october 31, 2015 based on the share of non-controlling shareholders at that time.

Acquisition costs in the amount of euRk 39,016 (including incidental acquisition costs) were incurred for the purchase of the 94 % interest in Germavest Real estate S.à.r.l.

the acquisition costs were distributed among the acquired assets and liabilities valued at their estimated market values as part of the purchase price allocation conducted by an external expert:

eurk

Investment properties 181,320

other non-current assets 1,026

Current assets 4,359

Cash and cash equivalents 3,540

assets acquired 190,245

non-current liabilities -104,424

of which deferred tax liabili-ties -7,848

Current liabilities -11,998 acquired liabilities -116,422 net assets (100 %) 73,823 non-controlling interests 1,590 negative good-will 33,217 acquisition costs 39,016

the allocation of the purchase price to the acquired assets and liabilities is preliminary because the final purchase price allocation had not yet been performed by the reporting date. the financial statements of Germavest Real estate S.à.r.l. for the 2015 reporting period may be subject to changes because the tax items have not yet received the Company’s final approval. therefore, the fair values of the acquired assets and liabilities are preliminary.

the majority of investment properties were appraised as at December 31, 2015 by external real estate experts. the Company adopted these values as a result of its own assessment as of the acquisition date of october 31, 2015. Hidden reserves of euRk 60,425 were identified.

In the course of the purchase price allocation, the following hidden reserves and liabilities at Germavest Real estate S.à.r.l. were identified:

■ Hidden losses identified included higher fair values of assumed liabilities of euRk 6,481).

■ Contingent liabilities as defined by IAS 37, which should be recognised as liabilities at the time of first-time consolidation under IFRS 3.22, were not identified.

the transaction costs of euRk 793 related to the business combination were recognised through profit or loss.

the valuation non-controlling interests was based on their share of the net assets of Germavest Real estate S.à.r.l., which at the time of its initial consolidation amounted to euRk 1,590. In measuring the interests of non-controlling shareholders (minority interests) use of the option under IFRS 3.19 was made and the interests of non-controlling shareholders were measured using the corresponding share of the identifiable net assets.

Because the offsetting of acquisition costs plus interests of non-controlling shareholders against the net assets of the acquired company resulted in negative goodwill, the carrying amounts of the assets and liabilities acquired and the acquisition cost determined were subjected to another critical review. negative goodwill of euRk 33,217 that was determined after a critical review was recognised immediately through profit or loss as a non-recurring effect under the line item “profits originating from a purchase below market value”. this amount originates mainly from the fair value in excess of the purchase price of investment properties held by Germavest Real estate S.à.r.l.

the gross amount of the trade accounts receivable acquired totalled euRk 12 upon initial consolidation and no previous impairments were included. thus, the fair value of trade accounts receivable amounted to euRk 12. the gross amount of other receivables and assets acquired totalled euRk 4,278 upon initial consolidation. no impairment has been recognised on these receivables and other assets. thus, the fair value of other receivables and assets amounted to euRk 4,278.

If Germavest Real estate S.à.r.l. had been fully consolidated as at January 1, 2015, net rental income of euRk 15,945 and profit/loss before taxes of euRk 4,719 would have been included in the consolidated financial statements.

net rental income of euRk 2,675 and a consolidated profit before tax of euRk 565 were generated during the consolidation period (november 1, 2015 to December 31, 2015).

acquisition of real estate companies

Interests acquired during the fiscal year consist of shares in the real estate project companies Glockenhofcenter objektgesellschaft mbH, Berlin; Hanse-Center objektgesellschaft mbH, Berlin; tGA Immobilien erwerb 1 GmbH, Berlin; Sihlegg Investments Holding GmbH, Wollerau, Switzerland; and logistikpark leipzig GmbH, leipzig. the acquisition of the real estate project companies named are accounted for as direct purchases of real estate because, in the opinion of the Company’s executive Board, these companies do not represent a full business operation pursuant to IFRS 3. B.7. the purchase of the properties contained in the real estate companies was a component of the transactions. therefore, the acquisition costs related to the real estate companies were allocated to the individually identifiable assets and liabilities on the basis of their fair values as of the acquisition date. this does not concern a business combination as defined under IFRS 3 (acquisition of aggregated assets).

In the context of the acquisition of Glockenhofcenter objektgesellschaft mbH and Hanse-Center objektgesellschaft mbH, DeMIRe AG increased its share capital by euR 5,633,710 against contribution in kind. Alpine Real estate GmbH was admitted to subscribe to the new shares and made a contribution in kind to DeMIRe consisting of 94.9 % of Alpine’s interest in Hanse-Center objektgesellschaft mbH, 94.9 % of the interest in Glockenhofcenter objektgesellschaft mbH and a receivable against Hanse- Center objektgesellschaft. the increase in the share capital was entered in the commercial register on January 22, 2015. the project companies, which were contributed with effect as at February 1, 2015, possess a combined commercial real estate portfolio consisting of nearly 42,000 m² in the cities of Bremen, Berlin and Stralsund. In the capital increase, each new DeMIRe AG share was assigned a value of euR 1.75, resulting in a calculated total purchase price of euRk 9,859.

In the context of the acquisition of Sihlegg Investments Holding GmbH, DeMIRe AG increased its share capital by euR 2,182,567 against contribution in kind. Ketom AG, Wollerau, Switzerland, was admitted to subscribe to the new shares in return for providing a contribution in kind consisting of 94 % of Ketom AG’s interest in Sihlegg Investments Holding GmbH and a receivable against Sihlegg Investments Holding GmbH. Sihlegg Investments Holding GmbH is the owner of the office and retail property Gutenberg Galerie in leipzig. the interest in Sihlegg Investments Holding GmbH was acquired with effect as at May 27, 2015. In the context of the capital increase, each new DeMIRe AG share was assigned a value of euR 4.03, resulting in a calculated total purchase price of euRk 8,791.

Shares in tGA Immobilien erwerb 1 GmbH, Berlin, were acquired in a two-step process on March 3, 2015 and May 21, 2015, resulting in a 94 % interest in the company. the purchase price totalled euR 468,250. under a property purchase agreement dated March 25, 2015, tGA Immobilien erwerb 1 GmbH acquired a property in Schwerin. Beneficial ownership was transferred in July 2015. the purchase price of the property totalled euRk 4,800.

to acquire an interest in logistikpark leipzig GmbH, DeMIRe AG increased its share capital by euR 2,541,149 against contribution in kind. M1 Beteiligungs GmbH, Berlin, was admitted to subscribe to the new shares in return for a contribution in kind consisting of a 94 % interest in logistikpark leipzig GmbH. In addition to the shares, a cash component of roughly euR 18.3 million was also agreed to as part of the purchase price. In the context of the capital increase, each new DeMIRe AG share was assigned a value of euR 5.84, resulting in a calculated total purchase price of euRk 33,173. the entry of the capital increase into the commercial register took place on July 1, 2015. Beneficial ownership of the interest in logistikpark leipzig GmbH was acquired on July 17, 2015.

Based on 100 % of the assets and liabilities and taking into account the interests of non-controlling shareholders, the following amounts were recognised in the reporting period as at the date of initial consolidation:

eurk Amounts recognised as at the acquisition date

assets acquired 104,928

liabilities acquired 59,050

net assets at 100 % 45,878

thereof interests of non-controlling shareholders 2,068

acquisition costs 43,810

of the total purchase price of euRk 43,810, an amount of euRk 15,238 was paid in cash during the reporting year (see note F).

First-time consolidation of other entities

In the reporting year, companies were acquired or formed for property, asset and facility management and holding companies were acquired or formed to hold interests in real estate companies and were consolidated for the first time in the reporting year.

company Interest Date of first-time

consolidation

Demire Immobilien Management GmbH 100 % 01/01/2015

DeMIRe Commercial Real estate DReI GmbH 100 % 30/06/2015

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