News

Terms not otherwise defined in this notice shall have the meaning given to them in the terms and conditions of the Bonds (the "Terms and Conditions").

Frankfurt/Main and Berlin, 02 December 2015. Deutsche Wohnen AG ("Deutsche Wohnen") hereby gives notice (the "Takeover Offer Notice") in accordance with § 10(1) of the Terms and Conditions that Vonovia SE ("Vonovia") on 1 December 2015 made a voluntary tender offer for the shares of Deutsche Wohnen by publishing a corresponding offer document. Vonovia offers the payment of an amount of EUR83.14 in cash and 7 shares in Vonovia for every 11 tendered shares in Deutsche Wohnen (the "Takeover Offer"). The Takeover Offer can be accepted until 26 January 2016, 24:00 hrs (Central European Time) (the "Acceptance Period"). In addition, the Takeover Offer can be accepted during an additional acceptance period of two weeks (the "Additional Acceptance Period") if the minimum acceptance threshold as defined in the offer document ("Minimum Acceptance Threshold") has been reached or exceeded and certain other conditions are satisfied upon expiration of the Acceptance Period, unless such closing condition has been waived or reduced.

Pursuant to § 10(3) of the Terms and Conditions, upon giving this Takeover Offer, each Holder of Bonds has the right (in addition to the regular conversion right) to convert its Bonds by giving a Conditional Conversion Notice during the Conditional Conversion Notice Period, which is the period from and including the date of this Takeover Offer Notice until, but excluding the Acceptance Record Date (i.e. last day of the Additional Acceptance Period) (the "Conditional Conversion Notice Period") at a Conversion Price adjusted pursuant to the formula set out in § 10(3)(iii) of the Terms and Conditions.

Pursuant to § 10(3)(iii) of the Terms and Conditions, such Conditional Conversion Notices will become effective if and when an Acceptance Event occurs. An "Acceptance Event" occurs if Vonovia publishes an announcement about received acceptance declarations from which it can be derived that the Minimum Acceptance Threshold has been reached; provided, however, that an Acceptance Event cannot occur anymore if another offer condition cannot be fulfilled (already before or at the same time) any longer and the offer has, thus, failed.

In accordance with, and subject to, the Terms and Conditions, shares in Deutsche Wohnen to be issued upon a Conditional Conversion Notice and an Acceptance Event are to be delivered as soon as possible, at the latest five Trading Days after the Acceptance Event. Depending on the date on which a Holder gives a Conditional Conversion Notice and the date on which an Acceptance Event (if any) occurs, these shares could be tendered in the Takeover Offer. If a Holder gives a Conditional Conversion Notice at a later time within the Conditional Conversion Notice Period, there is a risk that the shares will and can only be delivered after expiry of the Additional Acceptance Period.

Deutsche Wohnen does not intend to exercise its rights under § 8(2) of the Terms and Conditions to make a Cash Payment instead of the delivery of conversion shares.

Deutsche Wohnen may provide subsequent notices as relevant in accordance with the Terms and Conditions.

About Deutsche Wohnen

Deutsche Wohnen is one of the largest publicly listed real estate companies in Germany and Europe with a business focus on managing and developing its portfolio, which focusses on residential properties. As at 30 September 2015 the portfolio comprised 149,100 units, of which 147,000 were residential and 2,100 commercial properties. Deutsche Wohnen is listed in the Deutsche Börse's MDAX and is included in the leading indices EPRA/NAREIT and GPR 100.