DGAP-News: Deutsche Wohnen SE: Notice to the Holder of the Deutsche Wohnen SE EUR 800 million Convertible Bonds due 2024 (ISIN DE000A2BPB84)

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Notice to the Holder of the Deutsche Wohnen SE EUR 800 million Convertible Bonds due 2024 (ISIN DE000A2BPB84)

Berlin, 14 September 2021. Terms not otherwise defined in this notice shall have the meaning given to them in the terms and conditions of the Bonds (the "Terms and Conditions").

The Issuer hereby gives notice pursuant to § 10 para. 1 sentence 2 of the Terms and Conditions of the occurrence of an Acquisition of Control (as defined in the Terms and Conditions).

On 23 August 2021, Vonovia SE published the offer document for a voluntary public tender offer to acquire all shares in the Issuer. Vonovia SE has, after waiving all closing conditions, acquired further shares in the Issuer in addition to the shares already held by it when publishing the offer document. Vonovia SE has informed the Issuer today that Vonovia SE now holds more than 30% of the shares and of the voting rights of the Issuer; an Acquisition of Control has occurred on 14 September 2021.

The Acquisition of Control Record Date is determined to be 14 October 2021.

Each Holder may terminate for redemption, at its option, all or part of its Bonds that have not previously been converted with a prior notice of not less than 10 days with effect as of the Acquisition of Control Record Date. In such case, the Issuer shall redeem the relevant Bonds on the Acquisition of Control Record Date at the Principal Amount plus any interest accrued up to, but excluding the Acquisition of Control Record Date. The termination right is to be exercised in accordance with § 10 para. (2) of the Terms and Conditions.

If Holders submit a Conversion Notice until and including the Acquisition of Control Record Date, the Conversion Price is adjusted in accordance with § 10 para. (3) (iii) of the Terms and Conditions and amounts to EUR 38.6779.

Alternatively, Holders may submit a Conditional Conversion Notice (which is conditional upon the occurrence of an Acceptance Event) during the Conditional Conversion Notice Period, i.e. upon extension as consequence of the waiver of all closing conditions of the tender offer until 4 October 2021. The Acceptance Event will occur as soon as Vonovia SE has published the notice in accordance with section 23 para. 1 no. 2 of the German Securities Acquisition and Takeover Act after the end of the Conditional Conversion Notice Period at the beginning of the two-week additional acceptance period pursuant section 16 para. 2 of the German Securities Acquisition and Takeover Act whereby any Conditional Conversion become effective.

In accordance with § 10(3)(v) of the Terms and Conditions, the same adjusted Conversion Price of EUR 38.6779 applies to Conditional Conversion Notices already submitted or still to be submitted. Shares are to be delivered as soon as possible following the occurrence of the Acceptance Event, at the latest five Trading Days thereafter.

The Holders are advised to use the respective form for the selected type of Conversion Notice obtainable from the Conversion Agent. Submitted Conversion Notices are irrevocable in each case.

Important Notice

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.

Contact:

Phone +49 (0)30 897 86-5413

Fax +49 (0)30 897 86-5419

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