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Notice to the Holder of the Deutsche Wohnen SE EUR 800 million Convertible Bonds due 2024 (ISIN DE000A2BPB84)
 

Berlin, 7 October 2021. 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").

The Issuer hereby gives notice pursuant to §10 para. 1 sentence 2 of the Terms and Conditions of the occurrence of an Acceptance Event (as defined in the Terms and Conditions).

On 23 August 2021, Vonovia SE published the offer document for a voluntary public tender offer to acquire all shares in the Issuer. The Initial Acceptance Period (which had been extended by an amendment to the tender offer) ran from 23 August 2021 until 4 October 2021, midnight (Frankfurt am Main local time). The Acceptance Event relating to the aforementioned tender offer has occurred today: Vonovia SE has published, after the expiry of the Initial Acceptance Period, an announcement pursuant to Section 23 para. 1 no. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) according to which the offer has been accepted at least for a number of shares which (together with shares already held or attributable) corresponds to a number of voting shares in the Issuer as are necessary to provide Control (as defined in the Terms and Conditions); on 13 September 2021, Vonovia SE had already waived all initial offer conditions.

Conversion Notices by Holders who have converted their Bonds pursuant to § 10 para. (3) (i) of the Terms and Conditions by submitting a Conversion Notice that is conditional upon the occurrence of an Acceptance Event during the Conditional Conversion Notice Period (as defined in the Terms and Conditions) have become effective upon the occurrence of the Acceptance Event. The adjusted Conversion Price for these Condition Conversion Notices is EUR 38.6779 pursuant to § 10 para. (3)(i), (iii) and (v) of the Terms and Conditions.
 

Important Notice

This publication is neither an offer to sell nor a solicitation to buy securities.

To the extent that this document contains forward-looking statements, these are not facts and are recognisable by such words as 'will', 'expect', 'believe', 'estimate', 'intend', 'endeavour', 'assume' and similar expressions. These statements express the intentions, opinions or current expectations and assumptions of Deutsche Wohnen and the individuals acting in concert with it. The forward-looking statements are based on current plans, estimates and forecasts that Deutsche Wohnen and the individuals acting in concert with it have made to the best of their knowledge, but do not make any claims as to their future accuracy. Forward-looking statements are subject to risks and uncertainties that are generally difficult to predict and are usually not within the control of Deutsche Wohnen or the individuals acting in concert with it. It should be remembered that the actual results or consequences may differ considerably from those mentioned or contained in the forward-looking statements.