Deutsche Wohnen SE (Incorporated in Germany As a European Stock Corporation)

Not for distribution in the United States of America Deutsche Wohnen SE (incorporated in Germany as a European stock corporation) €500,000,000 1.00% Fixed Rate Notes due 2025 ISIN DE000A289NE4, Common Code 216623380 and German Securities Code (WKN) A289NE Issue Price: 98.910% €500,000,000 1.50% Fixed Rate Notes due 2030 ISIN DE000A289NF1, Common Code 216623509 and German Securities Code (WKN) A289NF Issue Price: 98.211% Deutsche Wohnen SE, Berlin, Germany (the “Issuer” or the “Company”, and together with its fully consolidated subsidiaries from time to time, the “Group”, “Deutsche Wohnen” or “Deutsche Wohnen Group”) will issue notes in the aggregate principal amount of €500,000,000 due 2025 (the “2025 Notes”) and notes in the aggregate principal amount of €500,000,000 due 2030 (the “2030 Notes” and, together with the 2025 Notes, the “Notes” and each a “Series of Notes”). The 2025 Notes will bear interest at a rate of 1.00% and the 2030 Notes of 1.50% per year. The Issuer will pay interest on the Notes annually in arrears on April 30, commencing on April 30, 2021. The Notes, which are governed by the laws of the Federal Republic of Germany (“Germany”), will be issued in a denomination of €100,000 each. The Notes will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer, ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law. Unless previously redeemed or purchased and cancelled in accordance with the terms and conditions of the Notes (the “Terms and Conditions”), the 2025 Notes will be redeemed at par on April 30, 2025 (the “Notes 2025 Maturity Date”). Unless previously redeemed or purchased and cancelled in accordance with the Terms and Conditions, the 2030 Notes will be redeemed at par on April 30, 2030 (the “Notes 2030 Maturity Date”). Each Series of Notes may be redeemed before their respecitve maturity date, in whole but not in part, at their principal amount, together with accrued interest, if any, notably in the event of any change in taxation or in an event of default, see “2 Terms and Conditions of the 2025 Notes and 2030 Notes—§ 6 Redemption—(2) Early Redemption for Reasons of Taxation” and “2 Terms and Conditions of the 2025 Notes and 2030 Notes—§ 10 Events of Default”. The Issuer will have the option to redeem each Series of Notes prior to their respective maturity date, in whole but not in part, at their principal amount, together with accrued interest, if any, and a premium, see “2 Terms and Conditions of the 2025 Notes and 2030 Notes—§ 6 Redemption−(4) Early Redemption at the Option of the Issuer (Make-Whole)”. If a change of control occurs, each holder of the Notes (a “Holder”) will have the option to require the Issuer to redeem or, at the Issuer’s option, repurchase all or part of the Notes held by such Holder at 101% their principal amount together with accrued interest, if any, see “2 Terms and Conditions of the 2025 Notes and 2030 Notes—§ 6 Redemption−(5) Early Redemption at the Option of the Holders upon a Change of Control”. On issue each Series of Notes is expected to be rated A- by S&P Global Ratings Europe Ltd. (“S&P”) and A3 by Moody’s Investors Service Limited (“Moody’s”). At the date of this prospectus (the “Prospectus”), the Issuer has a long-term corporate rating of A- (negative outlook) assigned by S&P and A3 (negative outlook) assigned by Moody’s. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. At the date of this Prospectus, S&P and Moody’s are established in the European Union or the United Kingdom, respectively, registered under Regulation (EC) no. 1060/2009 of the European Parliament and of the Council of September 16, 2009 on credit rating agencies, as amended (the “CRA Regulation”) and included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europa.eu) in accordance with the CRA Regulation. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and are being offered and sold in transactions outside the United States of America (“United States”) to non-U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S under the Securities Act. Each Series of Notes will be represented by a global note in bearer form without interest coupons (each a "Global Note"). Each Global Note will be deposited prior to the issue date with Clearstream Banking Aktiengesellschaft, Eschborn ("Clearstream Frankfurt"). The Issuer will appoint Clearstream Frankfurt as its book-entry registrar in respect of the Notes under a book- entry registration agreement. Clearstream Frankfurt will agree to maintain a register showing the aggregate number of the Notes represented by each Global Note under the name of Clearstream Frankfurt, and Clearstream Frankfurt will agree, as agent of the Issuer, to maintain records of the Notes credited to the accounts of the accountholders of Clearstream Frankfurt for the benefit of the holders of the co-ownership interests in each Global Note, and the Issuer and Clearstream Frankfurt will agree, for the benefit of the holders of co-ownership interests in each Global Note, that the actual number of Notes from time to time shall be evidenced by the records of Clearstream Frankfurt. Prospective investors should be aware that an investment in the Notes involves risks and that if certain risks, in particular those described under “Risk Factors”, occur, the investors may lose all or a very substantial part of their investment. Investors should make their own assessment as to the suitability of investing in the Notes. This Prospectus has been prepared on the basis that all offers of Notes will be made pursuant to an exemption under Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the “Prospectus Regulation”), from the requirement to produce a prospectus in connection with offers of securities and is thus, for the purposes of the offering of the Notes, not a prospectus within the meaning of the Prospectus Regulation. Accordingly, any person making or intending to make any offer of the Notes which are the subject of the offering contemplated in this Prospectus within the European Economic Area (“EEA”) and the United Kingdom (“UK”) should only do so in circumstances in which no obligation arises for the Issuer or the Joint Bookrunners to produce a prospectus for such offers. None of the Issuer, or the Joint Bookrunners has authorized, nor do they authorize, any offer of Notes through any financial intermediary, other than offers made by the Joint Bookrunners which constitute the final placement of the Notes contemplated in this Prospectus. Application has been made to the Luxembourg Stock Exchange for both Series of Notes to be listed on the official list of the Luxembourg Stock Exchange (Bourse de Luxembourg) and to be admitted to trading on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) (the “Listing”). The regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of May 15, 2014 on markets in financial instruments, as amended. Only for purposes of the Listing, this Prospectus constitutes a prospectus within the meaning of the Prospectus Regulation (i.e. a listing prospectus according to Articles 3.3 and 6 of the Prospectus Regulation). By approving a prospectus, the Commission de Surveillance du Secteur Financier (the “CSSF”), as the competent authority under the Prospectus Regulation, only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer that is the subject of the prospectus. By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the issuer pursuant to Article 6 para. 4 of the Loi relative aux prospectus pour valeurs mobilières. For the purposes of the Listing and depending on the date of the approval, the Prospectus will be valid until April 28, 2021 and may in this period be used for admission of the Notes to trading on a regulated market. In case of a significant new factor, material mistake or material inaccuracy relating to the information included in the Prospectus which may affect the assessment of the Notes, the Issuer will prepare and publish a supplement to the Prospectus without undue delay in accordance with Article 23 of the Prospectus Regulation. The obligation of the Issuer to supplement the Prospectus will cease to apply once the Notes have been admitted to trading on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) and at the latest upon expiry of the validity period of this Prospectus. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy Notes in any jurisdiction where such offer or solicitation would be unlawful.

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