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Deutsche Wohnen AG / Key word(s): Capital Increase 15.01.2013 18:10 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Not for release, publication or distribution in or into the United States, Canada, Australia or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable laws Frankfurt am Main / Berlin, January 15, 2013 - Today, the management board of Deutsche Wohnen AG, with approval from the supervisory board, resolved on a capital increase in the amount of 10% of the current share capital against cash contributions and under exclusion of shareholders' subscription rights. The Company's share capital will be increased from EUR 146,142,858 to EUR 160,757,143, through the exercise of part of the new authorized capital in the amount of EUR 14,614,285, which was resolved upon by the shareholders' meeting on December 4, 2012. For this purpose, 14,614,285 new no-par value ordinary bearer shares will be issued by the Company. The new shares carry full dividend rights as of January 1, 2012. The proceeds from the last two capital increases in November 2011 and June 2012, amounting to approximately EUR 620 million in total, were invested almost entirely over the course of the year as a result of the acquisitions in Dusseldorf, of the BauBeCon portfolio, as well as additional acquisitions in the greater Berlin area and of another portfolio comprised of approximately 5,100 residential units. Furthermore, additional acquisitions in Berlin (approximately 5,200 residential units and nursing homes with a total of 425 places) were signed by the end of 2012. The Company intends to use the net proceeds of this offering to finance its recently signed transactions and selective future acquisitions, as well as for general corporate purposes. The Company confirms its FFO guidance for the full financial year 2012 of at least EUR 65 million (without disposals). Given the most recent acquisitions, the management board of Deutsche Wohnen AG expects a recurring FFO (without disposals) of approximately EUR 100 million, after taxes, for the current financial year 2013. The new shares shall be admitted to trading on the regulated market (regulierter Markt) without a prospectus and are expected to be included in the existing quotation for the Company's shares in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange. The new shares shall be offered to institutional investors for purchase by way of an accelerated bookbuilding. BofA Merrill Lynch and UBS Investment Bank will be acting as Joint Bookrunners for the transaction. Deutsche Wohnen AG Pfaffenwiese 300 65929 Frankfurt am Main International Securities Identification Numbers (ISINs): DE000A0HN5C6 / DE0006283302 Contact: Helge H. Hehl Tel.: +49 (0)30 897 86-551 ir@deutsche-wohnen.com This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Deutsche Wohnen AG in the United States, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities of Deutsche Wohnen AG may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the 'Securities Act'). The securities of Deutsche Wohnen AG have not been, and will not be, registered under the Securities Act. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as 'Relevant Persons'). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. In member states of the European Economic Area ('EEA') which have implemented the Prospectus Directive (each, a 'Relevant Member State'), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ('Qualified Investors'). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression '2010 PD Amending Directive' means Directive 2010/73/EU. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. This information contains forward-looking statements that are based upon current views and assumptions of the Deutsche Wohnen AG management, which were made to its best knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of Deutsche Wohnen AG or the success of the housing industry to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving these documents are advised not to unreasonably rely on these forward-looking statements. Deutsche Wohnen AG does not assume any obligation to update such forward-looking statements and to adjust them to any future results and developments. In connection with any offering of the shares of Deutsche Wohnen AG (the 'Shares'), Merrill Lynch International and UBS Limited (together, the 'Joint Bookrunners') and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition certain of the Joint Bookrunners or their affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of Shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Joint Bookrunners are acting on behalf of Deutsche Wohnen AG and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to clients of the respective Joint Bookrunners nor for providing advice in relation to any offering of the Shares. Contact: +49 (0)30 / 897 86 - 551 15.01.2013 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 Announcement DGAP News-Service ---------------------------------------------------------------------------