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, 23 August 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 1 of the Terms and Conditions that it has become aware, by publication of an offer document pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) on today's 23 August 2021, of a voluntary public tender offer of Vonovia SE to acquire all shares in the Issuer. The prospective Acceptance Record Date is 20 September 2021.

Pursuant to § 10 para. 3 (i) of the Terms and Conditions, Holders have the right to convert their Bonds by giving a conversion notice that is conditional upon the occurrence of an Acceptance Event (as defined in the Terms and Conditions) during the Conditional Conversion Notice Period (as defined in the Terms and Conditions) at the Conversion Price adjusted in accordance with the formula described in § 10 para. (3) (iii) of the Terms and Conditions, which can be determined only upon the occurrence of the Acceptance Event. Conditional Conversion Notices are irrevocable.

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.

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