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Deutsche Wohnen AG / Key word(s): Offer 22.11.2013 / 08:57 --------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM THE USA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THE USA OR SUCH JURISDICTION. Exchange offer to the shareholders of GSW Immobilien AG: 91.05 percent of shares tendered Frankfurt am Main/Berlin, 22 November 2013. Deutsche Wohnen AG hereby announces the final acceptance ratio at the end of the extension period with regard to its voluntary public exchange offer: As of 18 November 2013, around 46.0 million of the shares in GSW Immobilien AG (GSW), corresponding to 91.05 percent of the outstanding share capital, have been tendered. Pursuant to the exchange ratio of 1:2.55 a total of around 117.3 million new Deutsche Wohnen shares will be issued. The closing of the transaction is expected to occur in early December 2013. Deutsche Wohnen Deutsche Wohnen is one of the largest publicly listed residential property companies in Germany with a business focus on managing and developing its residential property portfolio. As of 30 September 2013 the portfolio comprised 89,810 units in total, comprising of 88,695 residential units and 1,115 commercial properties. The company is listed in the Deutsche Börse's MDAX and is also included in the leading indices EPRA/NAREIT and GPR 250. Disclaimer This announcement is neither an offer to exchange nor a solicitation of an offer to exchange GSW Immobilien AG shares. Moreover, the announcement is neither an offer to purchase nor a solicitation to purchase Deutsche Wohnen shares. The final terms and further provisions regarding the public takeover have been disclosed in the offer document approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of GSW Immobilien AG shares are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as they contain or will contain important information. Subject to the exceptions described in the offer document, a public takeover offer is not being made directly or indirectly, in or into the USA or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. The takeover offer is carried out under exclusion of the use of the mails or any other means or instruments of interstate or foreign commerce (inter alia, transmission by facsimile, telephone or internet) in the USA and under exclusion of any facility of a national securities exchange of the USA. Accordingly, the sending or any other distribution of this announcement or any other accompanying document by mail, their forwarding or transmission in or into the USA or any other jurisdiction, where to do so would constitute a violation of the laws of such jurisdiction, is not permitted. The Deutsche Wohnen shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or any other jurisdiction of the USA. Therefore, subject to certain exceptions, Deutsche Wohnen shares may not be offered within the USA. There is no public offering of the Deutsche Wohnen shares in the USA. To the extent permissible under applicable law or regulation, and in accordance with German market practice, Deutsche Wohnen AG or its brokers may purchase, or conclude agreements to purchase, GSW Immobilien AG shares, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the acceptance or any additional acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for GSW Immobilien AG shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction. To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words 'will', 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Deutsche Wohnen AG and the persons acting together with Deutsche Wohnen AG. Such forward-looking statements are based on current plans, estimates and forecasts, which Deutsche Wohnen AG and the persons acting together with Deutsche Wohnen AG have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Deutsche Wohnen AG or the persons acting together with Deutsche Wohnen AG. It should be kept in mind that the actual events or consequences may materially differ from those contained in or expressed by such forward-looking statements. Contact: +49 (0)30 / 89786 - 551 End of Corporate News --------------------------------------------------------------------- 22.11.2013 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: Deutsche Wohnen AG Pfaffenwiese 300 65929 Frankfurt Germany Phone: +49 (0)30 89786-0 Fax: +49 (0)30 89786-507 E-mail: ir@deutsche-wohnen.com Internet: http://www.deutsche-wohnen.com ISIN: DE000A0HN5C6, DE0006283302 WKN: A0HN5C, 628330 Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service --------------------------------------------------------------------- 241198 22.11.2013