News

Announcement pursuant to Article 5(1) lit. a) of Regulation (EU) No 596/2014 and Article 2(1) of the Delegated Regulation (EU) 2016/1052

Berlin, November 15, 2019 - On November 12, 2019, the Management Board of Deutsche Wohnen SE (the 'Company'), with consent of the Supervisory Board, has resolved to carry out a share buy-back program with a maximum volume of up to 25,000,000 shares of Deutsche Wohnen SE (ISIN: DE000A0HN5C6) for a total maximum purchase price (excluding incidental costs) of up to EUR 750,000,000 (the 'Share Buy-Back Program'). The buy-back via Xetra trading of the Frankfurt Stock Exchange will begin on November 15, 2019 and will terminate at the end of October 30, 2020 at the latest. The shares bought back shall be used for purposes permitted by the authorization to acquire own shares by the Annual General Meeting of 15 June 2018.

The Share Buy-Back Program will be carried out based on the authorization of the Annual General Meeting of Deutsche Wohnen SE on June 15, 2018. Under this authorization, Deutsche Wohnen SE is authorized to acquire until June 14, 2023 own shares in an amount of up to 10% of the share capital of Deutsche Wohnen SE at the time of the resolution or - if this value is lower - at the time of the exercise of the authorization. If own the shares are repurchased over the stock exchange, the purchase price per share (excluding incidental costs) may not exceed or be less than 10% of the price of a share of Deutsche Wohnen SE in Xetra trading (or a corresponding successor system) ascertained by the opening auction on the trading day.

The acquisition of own shares by way of the Share Buy-Back Program will be carried out by a credit institution. To the extent it is intended to repurchase shares of Deutsche Wohnen SE during a closed period within the meaning of Art. 19(11) of Regulation (EU) No 596/2014 of the European Parliament and the Council of April 16, 2014 or during a period in which Deutsche Wohnen SE has decided to delay the public disclosure of inside information in accordance with Art. 17(4) of Regulation (EU) No 596/2014 of the European Parliament and the Council of April 16, 2014, Deutsche Wohnen SE has instructed the credit institution to execute such repurchases. The credit institution will make its trading decisions concerning the timing of the purchases of the shares of Deutsche Wohnen SE, observing the contractual obligations, independently of and without any influence from Deutsche Wohnen SE within the meaning of Art. 4(2) lit. b) of Delegated Regulation (EU) 2016/1052 of the Commission of March 8, 2016. Insofar, Deutsche Wohnen SE will not exercise any influence over the credit institution's decisions.

Deutsche Wohnen SE will carry out the purchases in accordance with Art. 5 of Regulation (EU) No 596/2014 of the European Parliament and the Council of April 16, 2014 as well as the provisions of Delegated Regulation (EU) 2016/1052 of the Commission of March 8, 2016 and on the basis of the aforementioned authorization by the Annual General Meeting of Deutsche Wohnen SE on June 15, 2018. To the extent Deutsche Wohnen SE has instructed a credit institution to purchase the shares of Deutsche Wohnen SE, Deutsche Wohnen SE has obligated this credit institution accordingly.

The shares of Deutsche Wohnen SE will be purchased at market prices in accordance with the conditions for trading pursuant to Art. 3 of Delegated Regulation (EU) 2016/1052 of the Commission of March 8, 2016. In particular, the shares of Deutsche Wohnen SE will not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out. In addition, Deutsche Wohnen SE will not purchase on any trading day more than 25% of the average daily volume of the shares on the trading venue on which the purchase is carried out. The average daily volume is calculated based on the average daily volume traded during the 20 trading days preceding the date of the respective purchase.

To the extent required and legally permissible, the Share Buy-Back Program can be suspended and also resumed at any time.

Information on the transactions relating to the Share Buy-Back Program will be adequately disclosed no later than by the end of the seventh daily market session following the date of execution of such transactions in a detailed form and in an aggregated form. In addition, Deutsche Wohnen SE will post on its website https://www.deutsche-wohnen.com/share-buy-back the transactions disclosed and keep that information available for the public for at least a 5-year period from the date of public disclosure.

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Important note

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.