Jelmoli to implement the Strategic Plan at the end of March 2009 and aims to be included in the SIX Swiss Exchange real estate segment

At the EGM held on 23rd January 2009, Jelmoli shareholders approved the Board's proposal for the strategic reorganization of the Company by a large majority. The Strategic Plan, proposed by the Board of Jelmoli, comprises the following items:
• Creation of two independent entities; a Real Estate Company (Jelmoli) and an Investment Company (Athris), by way of a tax neutral distribution of Athris shares to Jelmoli shareholders
• Removal of the dual class share structure in the proposed Real Estate Company (Jelmoli) by split and conversion of Jelmoli bearer shares into registered shares,
• A premium distributed to Pelham in the form of Jelmoli registered shares for ceding control in the Real Estate Company (Jelmoli),
• A share buy-back programme in the Investment Company (Athris) in the form of tradable put options for Athris shareholders.
The execution date to implement the above will be the 30th March 2009. On this date, the Athris shares, the new Jelmoli registered shares (unified shares and newly issued shares) as well as the put options issued by Athris, will be initially traded on the SIX Swiss Exchange ("SIX"). The effective date for entitlement to receive the special dividend and put options will be the 27th March 2009 at the close of trading.

Bank am Bellevue has been appointed to handle the execution of these transactions.

Distribution of Athris Shares to Jelmoli shareholders (dividend payable in kind)
Each Jelmoli shareholder will receive, in the form of a dividend in kind, the same number and category of shares in Athris as held in Jelmoli shares, prior to unification, on the relevant record date (27th March 2009).
Athris registered and bearer shares will be initially traded in the main segment of the SIX on the 30th March 2009.

The Athris listing prospectus will be available per 30th March 2009 at Bank am Bellevue, Corporate Finance, Seestrasse 16, 8700 Küsnacht ZH (Tel. +41 44 267 67 73, Fax +41 44 267 67 52, prospectus@bellevue.ch). More details will be provided in the listing notification, to be published shortly.

Single share class of registered shares and capital increase
As a consequence of the unification of share classes, all holders of Jelmoli bearer shares on the relevant record date (27th March 2009) with a nominal value of CHF 50 will receive 5 new Jelmoli registered shares with a nominal value of CHF 10. The new registered shares will initially trade on the SIX Swiss Exchange on the 30th March 2009. The (no longer existing) bearer shares will be delisted as a result of the distribution of the new registered shares.

Furthermore, the share capital of Jelmoli amounting to CHF 38,153,940 will increase on the authorized issuance of 250,000 registered shares (with a nominal value of CHF 10) to CHF 40,653,940 (authorized capital increase). The subscription right for these registered shares is exclusively granted to Pelham as compensation for ceding control in the Real Estate Company (Jelmoli). The newly issued shares will also be listed on the 30th March 2009.

Athris share buy-back by issuing put options
The share buy-back programme will also commence on the 30th March 2009. Athris will issue tradable put options to buy back its bearer and registered shares. All Athris shareholders will receive, dependant on their shareholding in bearer and registered shares, 15 put options per bearer share and three put options per registered share.

35 put options entitle the holder to sell one Athris bearer share at an exercise price of CHF 1,121.69 and 7 put options allow the sale of one Athris registered share at an exercise price of CHF 224.34. The exercise prices have been set at a 15% discount to the Net Asset Value (NAV) as of 28th February 2009 and are pre-tax, i.e. before reduction of the federal Swiss withholding tax of 35% applied to the difference between the exercise price and the nominal value of the respective Athris share. The NAV of the company amounts to CHF 1,006,988,173 (excluding minorities Seiler Hotels) as per 28th February 2009 and reflects the book values of all unlisted participations (Seiler Hotels, Molino, Beach Mountain, development projects in Russia and Algeria as well as Fundgrube which is in the process of liquidation) as per 31st December 2008 and market values of the liquid funds as per 28th February 2009

The most important book value adjustment since 30th July 2008 was a write-off of approximately CHF 52 million for an investment (unlisted participation and loan) of Athris in Russia as per 31st December 2008. The adjustment is a result of a substantially weaker economic environment in Russia and a consequent write-down in the market value of the real estate projects which are not yet realized or not yet under construction. Regarding the remaining unlisted participations and the liquid funds, there have been no substantial extraordinary value adjustments in book and market values after the 30th June 2008.

The put options will also be initially listed on the SIX on 30th March 2009 and can be traded during the whole exercise period which will last from the 30th March 2009 until the 24th April 2009, 12:00 CET. The put options are American options which can be exercised at any point in time during the exercise period. Put options not executed within the exercise period will mature, and all rights of the options will be forfeit without compensation.

The shares which are expected to be tendered for, and bought back by Athris via exercise of the put options, will be proposed for cancellation through a capital reduction at the next annual or extraordinary general meeting.

Inclusion of Jelmoli in the SIX real estate segment
After the acquisition of the remaining shares in Tivona AG (see press release issued on 27th February 2009), Jelmoli will be the second largest real estate company in Switzerland and the only one with an unique focus on retail real estate. Consequently, the Board of Directors considers the inclusion of Jelmoli in the SIX real estate segment as appropriate and in the interests of shareholders. Therefore, a request for inclusion in the respective segment has been filed with the admission office of SIX. Should the request be approved, Jelmoli registered shares will be included in the SIX real estate segment as of 30th March 2009.

Notice for Jelmoli shareholders regarding technical execution
All shareholders who hold their shares in an open custodian account will be informed by their custodian bank and will receive the Athris shares and the put options, as well as the respective Jelmoli registered shares, booked to their custodian account as per 30th March 2009.

Shareholders who have their shares at home or in a safe-deposit box ("Heimverwahrer") are requested to transfer their shares to a custodian account by 23rd March 2009 at the latest in order to allow the transaction to be carried out through the custodian account. Alternatively, shareholders who do not have a custodian account can have their shares held in custody in the Jelmoli share register at no additional cost. The transfer to the Jelmoli share register has to be completed by no later than 23rd March 2009.

Shareholders who hold their shares at home or in a safe-deposit box ("Heimverwahrer"), and who did not transfer their shares to a custodian account, nor to the Jelmoli share register, should contact the Bank am Bellevue, Corporate Finance, Seestrasse 16, 8700 Küsnacht ZH (Tel. +41 44 267 67 73, Fax +41 44 267 67 52, prospectus@bellevue.ch). All public documents regarding the transaction and the share buy-back can also be ordered at no charge from Bank am Bellevue.