Real Estate.GSK. The Difference.

Well planned.

THE DIFFERENCE IS SIZE.

Well intended. Can you tell the difference? The difference between giving some-thing a fleeting thought, and thinking something through? The difference between a good start, and making the most of some-thing? Between a law office which happens to also handle real estate, and a law firm which has established one of the biggest real estate practices in Germany with more than 70 lawyers in its Real Estate practice area? That’s good to hear. So you do know what makes the difference in the real estate sector.

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> Real Estate Transactions > Project Development> Private and Public Construction Law > Architecture and Engineering> Asset Management> Concepts for closed-end

and open-ended funds> Corporate Real Estate> Real Estate Financing> Crisis Management and Restructuring

Our services in the field of real estate.

GSK is one of the leading real estate law firms in Germany. This is no surprise as we have one of the largest real estate teams comprising more than 70 lawyers to advise our clients on the great diversity of issues concerning real estate. We are as varied and multi-faceted as our clients, who range from open-ended and closed-end funds, to banks, insurance com-panies, pension funds, project developers and construction companies, the public sector and international asset managers, providers of private equity and opportunity funds. Our size also allows us to handle extremely large and complex transactions.What‘s good is that we have grown organically and that GSK has advised on real estate ever since it was founded. You will quickly realise that at GSK the partners still advise personally – and, due to our nationwide presence, locally where the pro-ject is to be implemented. Delight in the fact that you have found a law firm, which has an in-depth knowledge of the real estate market and of the customs and practices in this sector. A law firm that is able to relieve you of all the legal matters surrounding real estate: The best possible legal advice on transactions, planning, construction, letting, marketing, taxes, financing through to aspects concerning company law. And what is gratifying is that – with the experience of our notaries public at our offices in Berlin and Frankfurt am Main and with our international partners – we can help make your real estate business a complete and transnational success.

THE DIFFERENCE IS EXPERIENCE.

On the subject of real estate nobody can hold a candle to us.

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THE DIFFERENCE IS KNOW-HOW.

Real Estate Transactions.

Our services in connection with real estate transactions:

> Preparing and managing sale and purchase pro- cesses (bidding processes, data rooms, letters of intent, exclusivity and confidentiality agreements)> Overall structuring of the corporate aspects (setting up special purpose vehicles, funds, joint ventures)> Tax structuring> Advice on investment law > Legal due diligence for buyers or sellers> Acquisition financing (loan agreements, security)> Drafting, negotiating and implementing contracts> Merger control

A selection of our references:

> IVG Immobilien AG/IVG Institutional Funds GmbH: Advising on the acquisition of portfolios (e.g. Nautilus and Pegasus) as well as numerous property transactions such as, e.g., the acquisition of the Alsterhaus in Hamburg and the sale of the Köbis Dreieck in Berlin> Allianz Immobilien GmbH: Advice on the sale of its „Core“ portfolio> Merrill Lynch: Acquisition of various real estate portfolios as well as comprehensive day-to-day advice (asset management)> HOCHTIEF Projektentwicklung GmbH: Day-to-day advice on transactions and project developments, e.g. the Central Bus Station in Munich, the Unilever Building in Hamburg, the Educational Centre in Berlin-Mitte> LBBW Immobilien GmbH: Structuring and comprehensive legal assistance with property joint ventures with local partners, e.g. Accumulata Immobilien Development GmbH or alpha invest Projekt GmbH > UBS: Advice on numerous property transactions, such as the sale of the Dischhaus in Cologne > Jargonnant Partners S.à.r.l.: Sale of a portfolio of resi- dential property comprising approximately 2,000 flats > AXA Real Estate Investment Managers UK Ltd.: Compre- hensive advice on building up a portfolio of special-pur- pose properties such as, e.g., nursing homes and cinemas

Owing to our experience we are able to advise on all aspects ofall types of real estate transactions – whether they be asset deals, share deals or sale and lease back transactions, the sale and purchase of high-volume portfolios or complex non-perfor-ming loans. Our expertise covers all kinds of property – whether it be commercial property such as offices or retail space, or special purpose properties such as hotels, logistics facilities ornursing homes or residential property. Moreover, we also have know-how for your transactions in the field of renewable energy –particularly wind farms and solar parks. We will advise you on every decisive phase – also on cross-border transactions, working together with our international partners.

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Project Development.

THE DIFFERENCE IS RELEVANCE.

Our services in connection with project development:

> Establishing and advising on special purpose vehicles, joint ventures including their overall structuring from a tax perspective> Loan agreements and security for financing the project > The purchase of real estate > Procurement law> Private construction law> The law governing architects and engineers > The sale of real estate > Leasing and managing property holdings (asset management) > Representing clients in adjudication and arbitration pro- ceedings and proceedings before the ordinary courts > Obtaining the requisite planning and building rights (town planning, site supervision planning, sectoral planning; advice on building permits and building regulations; urban construction contracts, project developer and land development contracts; nature conservation, toxic emissions control and other environmental law)

A selection of our references:

> HOCHTIEF Projektentwicklung GmbH: The Central Bus Station in Munich, the Unilever Building in Hamburg, the Educational Centre in Berlin-Mitte> Generali Deutschland Immobilien GmbH: The AlsterCampus in Hamburg, the Karolinen Karree in Munich> Accumulata Immobilien Development GmbH: The Palais an der Oper, Medienfabrik, Auron> CenterParcs: Development of a leisure park in Leutkirch> Deutsche Telekom AG: The group‘s headquarters> Investa Immobiliengruppe: Airportpark Berlin-Brandenburg> Fay Projects GmbH: The Airport Hotel, Hamburg> DSK Deutsche Stadt- und Grundstücksentwicklungs- gesellschaft mbH: The Humboldt-Box> FOM Real Estate GmbH: The MAN headquarters

Providing a full service is important to us: Our legal advice there-fore covers all phases and facets of project development – fromreviewing and developing the idea through to assisting with im-plementing the project to realizing the value of the project by selling it or leasing and managing it as a holding in a portfolio. To achieve the greatest possible satisfaction and best possiblesuccess, our advice will be managed by an experienced lawyeracting as the lead partner and who will be the client’s main con-tact person. He or she will also draw upon the specialists needed in each case and will coordinate and guide them.

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Private and Public Construction Law.Advising on construction law requires an understanding of the legal requirements under the planning and approval proce- dures and of the economic and technical framework. We have this understanding as well as close contacts with the authorities, architects, engineers and business people. We advise our clients on all aspects of public law and private law in connection with obtaining and implementing building rights. We assist with planning and approval procedures, negotiate urban and land development contracts, draft all kinds of construction contracts and provide you with the best possible contractual safeguards against construction-related risks. Our areas of practice include plant engineering and construction, procurement law, insuring against construction-related risks, construction site safety and representing clients before courts or in arbitration proceedings. Our clients include, for example, the State of Berlin, Accor Hotellerie Deutschland GmbH, Center Parcs Europe, ALDI Süd and the Edeka Group. We have successfully advised on large projects such as Allianz Real Estate‘s Europa-Passage in Hamburg, Infineon‘s headquarters near Munich, Sireo‘s Telekom City in Darmstadt and on the relocation and establishment of IKEA, Metro, OBI and other retail-related projects.

Architecture and Engineering.The preparation and negotiation of contracts, advice while the project is being implemented and conducting the litigation process in the event that the matter becomes contentious: All these aspects are becoming increasingly important, no matter whether the project is a large one or a project to build just a single building. We also advise our clients on matters involving architects‘, general planning contractors‘ and engineers‘ contracts, the planning and implementation of competi-tions to select architects, procurement law (German Regulation on Freelance Services (VOF)), copyright, the Fee Regulation for Architects and Engineers and health and safety coordinators‘ contracts (SiGeKo contracts).

Legal Asset Management.Not just the actual investment in real estate, but also the management of real estate holdings is becoming increasingly more important. Here we assist our clients to continuously improve the structure of their portfolio and to optimize the value of andreturns generated from their holdings. No matter what type of property is concerned, our clients – such as Brookfield Europe, Jones Lang LaSalle, Merrill Lynch and F&C REIT Asset Management – rely on our expertise for the most diverse of legal services:Drafting and optimizing rental and lease agreements and all types of contract concerning owner-operators, management, hybrid agreements, asset, property and facility management, maintenance and utilities, contracting and real estate brokers or agents. In addition we provide our clients with reliable and competent advice on issues concerning flats and commonhold law, revitalization, redevelopment and refurbishment, implementing environmental provisions, taking defensive action against and enforcing claims, including claims for defects, e.g. arising out of purchase agreements and contracts for work and ser-vices, structural maintenance and repair as well as arbitration proceedings and court cases.

Corporate Real Estate.Real estate joint ventures, particularly joint ventures between project developers and providers of equity, are increasingly growing in importance. Advantages here, particularly for the project developer, are the creation of an adequate capital base and for the equity investor (e.g. banks, private equity funds etc.) the possibility of entering a project at an earlier point in time. The art lies in finding a way of optimizing the tax situation in a joint venture structure and striking an appropriate ba- lance between the various interests. GSK thereby advises on the development of corporate concepts, the setting up of the special purpose vehicle, the structuring from a tax law perspective and the involvement of providers of equity. GSK likewise helps to resolve conflicts and shareholder disputes and assists with structuring the financing. Our clients in the area of corporate real estate include, for example, LBBW Immobilien, Vivico Real Estate GmbH, FOM Real Estate GmbH and Commerz Real AG.

Real Estate Financing.Lenders and borrowers require solid advice on all kinds of real estate financing – whether in connection with the financingof a single property or in connection with complex senior and mezzanine structures in accordance with international standards, in connection with the leasing of real estate or in connection with tailored solutions for project developments.Working together with our English alliance partner Nabarro we are also able to, for example, provide advice on financing or interest hedging under English law. You can also rely on our expertise in large-volume project developments, portfolio transactions as well as transactions involving special aspects of investment law. We provide you with a full service com-prising advice on loan and security agreements, the verification of preconditions for payouts, advice on debtor-creditor re-lationships, on breaches of loan agreements, syndication, debt rescheduling and the subrogation and assignment of contracts. Clients, who count on our particular capability in this area, include AXA Real Estate Investment Managers, Merrill Lynch and Eurohypo AG.

Crisis Management and Restructuring. Our work does not end when an investment in real estate falls into difficulty. From investments in loans and their deriva-tives as well as non-performing loans to the realization of security for loans, foreclosure and compulsory administration, advice on insolvency law and insolvency proceedings, the rescission of purchase and participation agreements, workout advice through to restructuring and refinancing: We advise investors and banks on how to recognize and minimize risks at an early stage and how to limit negative consequences in the event of a crisis.

THE DIFFERENCE IS DIVERSITY.

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PUBLIC LAW

> Procurement> Public private partnerships (PPP)> Official planning approval> Obtaining building rights> Environmental (e.g. inherited contamination)> Infrastructure

BANKING/FINANCE

> Real estate financing > Project finance> Developing concepts for closed-end and open-ended funds

CORPORATE

> Real estate transactions (share deals)> Joint ventures> Structuring taking into account aspects of

real estate, corporate and tax law > Restructuring

Our focus on Real Estate combines perfectly with our capabilities in our other practice areas of Corporate, Banking/Finance and Public Law.

GSK specializes in the four practice areas: Real Estate, Corporate,Banking/Finance and Public Law. These four areas optimally complement each other in many respects. Benefit from our know-how in the areas where real estate overlaps with the other prac-tice areas and make use of the resulting synergies. There are also other meaningful synergies: At GSK you can not only rely on internationally experienced lawyers in their respective field of expertise – you can also use our additional capabilities in Tax Law, Litigation and Dispute Resolution and our Notarial Services to assist you with your legal affairs.

THE DIFFERENCE IS THE INTERFACES.

Make use of our synergies.

Interconnected Expertise.

Real Estate Corporate

PublicLaw

Banking /Finance

ProjectTeam

Interconnected tasks need to be tackled by a holistic approach. This also applies to projects in the real estate sector. For each legal matter, we assemble a bespoke and firm-wide project team, comprised of our excellent lawyers from our four practice areas, which solve issues using an interdisciplinary approach. By combining our expert knowledge, we are capable of mastering any and all complex real estate law-related challenges, both with regard to larger-scale matters as well as cross-border matters.

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THE DIFFERENCE IS GSK.

GSK. Who we are.

“The difference” has existed since 1997, when GSK was created as an association of lawyers from leading German commercial law firms. Today, our clients can call upon more than 140 lawyers and certified tax advisers with outstan-ding reputations both nationally and internationally at our offices in Berlin, Frankfurt am Main, Hamburg, Heidelberg, Munich, Stuttgart, as well as Brussels and Singapore. Apart from their specialist legal knowledge, they also have the commercial know-how from an ever-increasing number of industry sectors. That is what makes the difference for our clients. It is therefore not surprising that we are one of the leading corporate and real estate law firms in Germany, also specializing in banking/finance and public law. We are neither too large nor too small. This is why we are particularly quick, efficient and competent. GSK is medium-sized, GSK is partner-led, GSK is part of an international alliance. This may not be the norm, but it is very much to your benefit. Due to the expertise of our partners, GSK also regularly advises and assists in cross-border transactions. The amicable and personal atmosphere, and working with small and highly qualified teams combine to make GSK a particularly attractive partner. Consequently, national and international businesses, banks and financial institutions, corporations and public bodies, as well as governments and ministries enjoy working with us. Therefore, whatever your needs, you can always expect exceptional service. Can you already feel the difference?

GSK. Where we are.

We will meet your requirements and expectations wherever they may take us.

In the increasingly important Far East market, we are represented by our office in Singapore. In Europe, we are part of an alliance comprising long-standing partners, based in 23 offices with more than 850 lawyers, on whom you, as the client, can count: Nabarro in Great Britain (www.nabarro.com), Nunziante Magrone in Italy (www.nunziantemagrone.it) and Roca Junyent in Spain (www.rocajunyent.com). For further information on our alliance, please visit: www.ourwayofdoinginternationalbusiness.com

As a member of a global network of renowned law firms, we are also there for you in all other markets.

Berlin

Mohrenstraße 4210117 BerlinTel +49 30 203907-0Fax +49 30 203907-44berlin@gsk.de

FrAnKFUrT/M.

Taunusanlage 2160325 FrankfurtTel +49 69 710003-0Fax +49 69 710003-144 frankfurt@gsk.de

HAMBUrG

Schleusenbrücke 1 / neuer Wall20354 HamburgTel +49 40 369703-0Fax +49 40 369703-44hamburg@gsk.de

BrUSSelSGSK Stockmann + Kollegen209a Avenue louiseB-1050 BrüsselTel +32 2 6260 740Fax +32 2 6260 749bruessel@gsk.de

HeiDelBerG

Mittermaierstraße 3169115 HeidelbergTel +49 6221 4566-0Fax +49 6221 4566-44heidelberg@gsk.de

MUniCH

Karl-Scharnagl-ring 880539 MünchenTel +49 89 288174-0Fax +49 89 288174-44muenchen@gsk.de

STUTTGArT

Augustenstraße 1 70178 StuttgartTel +49 711 2204579-0Fax +49 711 2204579-44stuttgart@gsk.de

Verzeichnis der Partner unter www.gsk.de

SinGAPOreGSK Stockmann (Singapore)Pte. ltd.25 international Business ParkGerman Centre, #04-113Singapore 609916Tel +65 6562 8696Fax +65 6562 8697singapore@gsk.de

GSK STOCKMAnn + KOlleGen

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This brochure gives you an insight into our services in our main focus area of Real Estate and into the features which set us apart from other law firms. For further information on us, our main areas of practice, strengths and references, please visit www.gsk.de. But the best thing to do would be to contact us personally straight away.

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