Deutsche Wohnen : Annual Financial Statement 2020 Deutsche Wohnen SE

For people. For tomorrow.

Management report oft the company and the group and annual financial statements for the financial year 2020

Contents

2 REPORT OF THE SUPERVISORY BOARD

1. COMBINED MANAGEMENT REPORT

1. ANNUAL FINANCIAL ­STATEMENTS

1. INDEPENDENT AUDITOR'S REPORT

1. RESPONSIBILITY STATEMENT
2. CONTACT

1. IMPRINT

2 DEUTSCHE WOHNEN SE

MANAGEMENT REPORT OF THE COMPANY AND THE GROUP AND ANNUAL FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2020

REPORT OF THE SUPERVISORY BOARD

Dear shareholders,

2020 was a very particular year for Deutsche Wohnen SE because of the coro- navirus pandemic and its impact on everyone's everyday life. We are proud that our company was able to cope with the challenges and bring the financial year to a successful close. Our business model proved to be robust under challenging conditions, including the regulatory intervention in Berlin, and our performance figures were in line with our forecasts. We also assumed our social responsibil- ities. Portfolio optimisation continued and the project development business was expanded.

Cooperation between Supervisory Board and Management Board

In 2020 the Supervisory Board carried out with great diligence the tasks assigned to it by law, the articles of association, the German Corporate ­Governance Code and the Rules of Procedure. It regularly advised the Management­ Board on the management of the company and monitored its work. It was directly involved and at an early stage in all decisions of fundamental importance for the company.

The Management Board informed the Supervisory Board regularly, promptly and fully in writing and orally about all matters relevant to the company concerning company policy, corporate planning and strategy, the company's position, including opportunities and risks, the course of business, risk management and compliance. Any differences between forecasts and actual performance were explained in detail. The Management Board agreed important transactions with the Supervisory Board.

The Chair of the Supervisory Board and other members of the Supervisory Board were in regular contact with the Management Board to discuss important topics, also outside meetings of the Supervisory Board and its committees. These concerned the company's strategy, performance, risk management, and other matters. The Supervisory Board met regularly without the presence of Management Board members, to discuss staffing and remuneration matters, for example.

Supervisory Board meetings and resolutions

In financial year 2020 the Supervisory Board discussed the current course of busi- ness, important individual matters and transactions requiring approval in twelve meetings. All the meetings were held in the form of phone or video conferences in 2020 due to contact restrictions and anti-corona measures. Where necessary, the Supervisory Board gave its approval in the individual meetings as requested, after a thorough review and detailed discussions. A resolution amending the articles of association was adopted by circulation of documents on 21 January 2020 in response to the issue of company shares to external shareholders of GSW Immobilien AG and members of the Management Board in 2019. The average attendance rate at Supervisory Board meetings was 98.8%. The Supervisory Board and Management Board coordinated their activities in a joint workshop at the start of the financial year.

Matthias Hünlein

Chair of the

Supervisory Board

Deutsche Wohnen SE successfully closed the financial year.

Report of the Supervisory Board	3


Individualized participation of meetings in financial year 2020
Member of the				Executive and				Capital Markets
			Nomination		Audit Committee		and Acquisition
Supervisory Board		Supervisory Board	Committee			Committee
Matthias Hünlein		12/12		3/3		3/3		4/4
(Chair)	100%		100%	100%	100%
Jürgen Fenk	11/12		3/3	5/5		-
(Deputy Chair since
05/06/2020)	92%		100%	100%		-
Arwed Fischer	12/12		0/0		-	4/4
100%		-		-	100%
Kerstin Günther	6/6		-	2/2		-
(Member since
05/06/2020)	100%		-	100%		-
Tina Kleingarn	12/12		-		-	4/4
100%		-		-	100%
Dr Florian Stetter	12/12		-	5/5		-
100%		-	100%		-
Dr Andreas Kretschmer	6/6		3/3		-	0/0
(Member and Deputy
Chair until 05/06/2020)	100%		100%		-		-

Focus areas

In the reporting year the Supervisory Board focused on business planning and the performance of Deutsche Wohnen SE, Management Board matters, company strategy, regulatory changes, acquisition and disposal projects and the integration of acquisitions, particularly in the Project Development business. Measures to combat the coronavirus pandemic and its effects were on the agenda throughout the year.

The Supervisory Board discussed regularly and in detail the performance of the segments Residential Property Management, Disposal, Nursing Operations, and Nursing Assets, as well as the financial and liquidity position of the Group. Another focus of the Supervisory Board's work was to review and advise the internal control system and risk management system of the Deutsche Wohnen Group.

Individual meetings

At the meeting on 2 March 2020 the Supervisory Board approved an acquisition­ project for some 1,400 units.

On 13 March 2020 the Supervisory Board discussed Management Board mat- ters, especially the STI 2019 and 2020 and the current state of the coronavirus pandemic.

At the meeting on 19 March 2020 the Supervisory Board dealt particularly with reports of committee meetings, the separate and consolidated financial statements for 2019 and Management Board matters, particularly remuner- ation. Representatives of the auditors were present for the discussion of the financial statements for 2019; they explained items and carrying amounts in the financial statements of the company and the Group and discussed their audit of the non-financial group statement. Other core topics were the proposal

for the election of auditors, approval of the Supervisory Board report and the corporate governance declaration, the implications of the coronavirus pandemic and other current topics and projects.

The coronavirus pandemic­ was also a key topic at the Supervisory Board meetings.