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Deutsche Wohnen AG / Key word(s): Offer 02.10.2013 / 07:11 --------------------------------------------------------------------- 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. Deutsche Wohnen AG publishes exchange offer to GSW shareholders - acceptance period starts Frankfurt am Main/Berlin, 02 October 2013. Today, Deutsche Wohnen AG published the offer document for the public exchange offer to acquire all outstanding shares of GSW Immobilien AG. Effective immediately, GSW shareholders can exchange for each GSW share 2.55 shares in Deutsche Wohnen. To do so, they must issue a written declaration to their respective custodian bank. The acceptance period will end at midnight (CET) on 30 October 2013. The takeover offer is subject to several conditions, for instance a minimum acceptance ratio of 75 percent of the outstanding shares in GSW and the registration of the implementation of the capital increase. The offer document was prepared on the basis of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz/WpÜG) and approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht/BaFin). Effective immediately, the offer document is available for download at the investor relations section of www.deutsche-wohnen.com. In addition, further information may be accessed on the same website. Furthermore, copies of the offer document are available free of charge from Deutsche Bank Aktiengesellschaft, TSS-Global Equity Services, Post-IPO Services, Taunusanlage 12, 60325 Frankfurt am Main, Germany (orders by fax +49 (0)69 910 3 87 94 stating a full postal mail address). 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 shares. The final terms and further provisions regarding the public takeover offer are disclosed in the offer document, the publication of which has been 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 --------------------------------------------------------------------- 02.10.2013 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 --------------------------------------------------------------------- 233004 02.10.2013