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Deutsche Wohnen AG / Key word(s): Offer 30.09.2013 / 14:03 --------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. Deutsche Wohnen shareholders pave the way for the exchange offer to shareholders of GSW Immobilien AG Frankfurt am Main/Berlin, 30 September 2013. By approving the issuance of new shares of Deutsche Wohnen AG at today's extraordinary general meeting in Frankfurt am Main, the shareholders of Deutsche Wohnen AG have fulfilled a further prerequisite for the proposed takeover of GSW Immobilien AG. The shareholders passed the required resolution for the capital increase, each with approximately 99.5 percent of valid votes cast. A majority of at least 75 percent of the represented capital was required for the approval of the capital increase. The increase in share capital will enable the issuance of new Deutsche Wohnen shares that can be exchanged for the shares held by the shareholders of GSW Immobilien AG in the context of the exchange offer. Michael Zahn, Chief Executive Officer of Deutsche Wohnen AG, stated: 'We are pleased about our shareholders' clear vote. Today they made an important decision. They see the added value of the combination of the companies. It is now the turn of GSW's shareholders. Our combined portfolios and strong focus on the growth market Berlin will enable us to optimally exploit our strengths and potentials.' On 20 August 2013, Deutsche Wohnen AG had announced its submission of a public exchange offer for all outstanding shares of GSW Immobilien AG. Upon acceptance of the offer, each shareholder of GSW will receive 2.55 shares of Deutsche Wohnen AG per GSW share. Today's approval through the shareholders of Deutsche Wohnen AG has provided the basis for the proposed takeover, namely the issuance of new shares for the exchange. Additional details regarding the offer will be specified in the outstanding tender offer documents. The combination of Deutsche Wohnen and GSW Immobilien AG will create a leading German residential property company with a portfolio of approximately 150,000 residential units with a total value of approximately EUR 8.5 billion (as of 30 June 2013). At the end of August the Federal Cartel Office already announced that there are no objections against the proposed takeover. 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 June 2013 the portfolio comprised around 90,600 units in total, of which 89,500 are residential units and 1,100 are 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 AG shares. The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document after the publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Furthermore, Deutsche Wohnen AG reserves the right to deviate in the final terms of the public takeover offer from the basic information described herein. Investors and holders of GSW Immobilien AG shares are strongly recommended to read the offer document and all documents in connection with the public takeover offer as soon as they are published, since they will contain important information. Subject to the exceptions described in the offer document, a public takeover offer will not be made directly or indirectly, in or into the USA or any other jurisdiction where to do so would constitute a violation of laws of such jurisdiction. The takeover offer will be carried out under exclusion of the use of mail 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 is not permitted. The Deutsche Wohnen AG 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 a state or any other jurisdiction in the USA. Therefore, subject to certain exceptions, Deutsche Wohnen AG shares may not be offered within the USA. There will be no public offering in the USA. To the extent permissible under applicable law or regulation, and in accordance with normal German market practice, Deutsche Wohnen AG or its brokers may purchase, or conclude agreements to purchase, GSW Immobilien AG shares, directly or indirectly, out of the public takeover offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which 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. If any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterised 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 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 differ materially from those contained in or expressed by such forward-looking statements. Contact: +49 (0)30 / 89786 - 551 End of Corporate News --------------------------------------------------------------------- 30.09.2013 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 --------------------------------------------------------------------- 232614 30.09.2013