Voluntary public takeover offer of Vonovia SE to all shareholders of Deutsche Wohnen AG and Extraordinary General Meeting 2015

You have entered the internet site which Vonovia SE has designated for the publication of documents and information in connection with its public takeover offer to all shareholders of Deutsche Wohnen AG and Vonovia SE’s extraordinary general meeting.

In order to access further information in connection with the intended offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.

Important Legal Information

On 1 December, 2015 Vonovia SE (the Bidder) has published on the following pages an offer to all shareholders of Deutsche Wohnen AG to acquire all shares in Deutsche Wohnen AG (Takeover Offer) which constitutes a voluntary public takeover offer pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG).

The Takeover Offer relates to shares in a German company and is governed exclusively by the laws of the Federal Republic of Germany on the implementation of such an offer, in particular the WpÜG in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung). The Takeover Offer is not made or intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations admissions or approvals of the Takeover Offer or of the offer document containing the Takeover Offer have been or will be applied for or initiated by the Bidder or the persons acting in conjunction with the Bidder within the meaning of section 2 para. 5 sentences 1 and 3 of the WpÜG outside of the Federal Republic of Germany. The Bidder and the persons acting in conjunction with the Bidder therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany.

The Takeover Offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany. Neither the Bidder, nor any person acting in conjunction with the Bidder, nor any of its or their subsidiaries will conduct or otherwise facilitate the public marketing of the Takeover Offer outside the Federal Republic of Germany.

The Bidder and the persons acting in conjunction with the Bidder assume no responsibility for the publication, dispatch, distribution or dissemination of any documents connected with the Takeover Offer outside the Federal Republic of Germany being compatible with the applicable requirements of jurisdictions other than those of the Federal Republic of Germany. Furthermore, the Bidder and the persons acting in conjunction with the Bidder assume no responsibility for the noncompliance of third parties with any laws.

The announcements made on this website do not constitute an invitation to make an offer to sell or exchange shares in Deutsche Wohnen AG. With the exception of the publication of any offer document pursuant to the provisions of the WpÜG, announcements made on this website also do not constitute an offer to purchase or exchange shares in Deutsche Wohnen AG.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder or its brokers may purchase, or conclude agreements to purchase, Deutsche Wohnen AG shares, directly or indirectly, outside of the scope 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 Deutsche Wohnen 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.

The Vonovia SE 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, Vonovia SE shares may not be offered or sold within the USA or in any other jurisdiction, where to do so would be a violation of applicable law. There is no public offering of the Vonovia SE shares in the USA. If Vonovia SE shares may in Vonovia SE’s opinion not be offered or delivered to a U.S. shareholder according to the U.S. Securities Act of 1933, such U.S. shareholder that validly accepts the offer will receive, in lieu of Vonovia SE shares to which it would otherwise be entitled the net cash proceeds of the sale of such Vonovia SE shares in euro.

If any announcements on this website contain forwardlooking statements, such statements do not represent facts and are characterized by the words, "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in conjunction with the Bidder, for example with regard to the potential consequences of the Offer for Deutsche Wohnen AG, for those shareholders of Deutsche Wohnen AG who choose not to accept the Takeover Offer or for future financial results of Deutsche Wohnen AG. Such forwardlooking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in conjunction with the Bidder have made to the best of their knowledge, but which do not claim to be correct in the future. Forwardlooking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting in conjunction with the Bidder. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forwardlooking statements. It is possible that the Bidder will change its intentions and assumptions reflected in the documents and announcements on this website or in the offer document after the publication of these documents, announcements or the offer document, this in particular with regard to Deutsche Wohnen AG.

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If you do not qualify as an investor meeting the requirements above, i.e., if you cannot confirm the foregoing, or for any other information, please contact Investors Relations at Vonovia SE by telephone at +49 (0)234 314 2384 or by writing to Münsterstraße 248, 40470 Düsseldorf, Germany.