Vonovia SE Presse Release Universitaetsstrasse 133 44803 Bochum Klaus Markus NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN Head of PART) IN ANY OTHER JURISDICTION OR INTO OR FROM ANY OTHER Corporate Communications Phone +49 234 / 314 – 1149 JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH [email protected] JURISDICTION. Nina Henckel Head of Corporate Media Phone +49 234 / 314 – 1909 [email protected] www.vonovia.de Vonovia launches public takeover offer for Deutsche Wohnen shares As of today, Deutsche Wohnen shareholders can tender their shares for EUR 53 per Deutsche Wohnen share. Best and final offer: there will be no third offer - the offer price will not be raised any further New offer builds on previous agreements: o Synergies and cost savings achievable without domination and profit and loss transfer agreement. Conclusion of such an agreement excluded for a period of at least three years o Both companies are renewing the Business Combination Agreement with almost unchanged key terms as the roadmap for the transaction Bochum, 23 August 2021 – Further to the announcements made on 1 and 5 August 2021, Vonovia SE (“Vonovia”) today announced the launch of its voluntary public takeover offer for all outstanding shares in Deutsche Wohnen SE (“Deutsche Wohnen”). As described in the offer document published today, Vonovia is offering EUR 53 in cash for each Deutsche Wohnen share. An increase in the offer price during the acceptance period or during the additional acceptance pe- riod is irrevocably excluded. Nor will a third offer be presented to the shareholders of Deutsche Wohnen. The new offer also aims to reach a minimum acceptance threshold of 50%. The detailed terms and conditions of the offer and the conditions of closing can be found in the offer document, which was published today. Seite 2 / 5 Vonovia SE Universitaetsstrasse 133 44803 Bochum The offer period begins today and is expected to end on 20 Septem- ber 2021 at 24:00 CEST. During this period, Deutsche Wohnen Klaus Markus Head of shareholders have the opportunity to accept the offer via their custo- Corporate Communications Phone +49 234 / 314 – 1149 dian bank and tender their shares. [email protected] Nina Henckel The new bid from Vonovia offers Deutsche Wohnen shareholders a Head of Corporate Media Phone +49 234 / 314 – 1909 premium of 17.8% on Deutsche Wohnen’s closing price on 21 May [email protected] 2021, the last day of trading before the first offer was announced on www.vonovia.de 24 May 2021, and of 24.9% based on the volume-weighted average price of the Deutsche Wohnen share over the three months up to 21 May 2021. The Management Board and Supervisory Board of Deutsche Wohnen will support the combination of the two companies – subject to a thorough review of the offer document. The members of the Man- agement Board and Supervisory Board who hold Deutsche Wohnen shares have stated their intention to accept the takeover offer for all their shares. The two companies already agreed on the key terms of the merger on 24 May 2021 and confirmed these in largely un- changed form on 1 August 2021. Both companies view a combination of the two companies as strategically and socially compelling. The re- sult will be a tenant-oriented and socially responsible company that will reliably contribute to required solutions for the housing market, particularly in Berlin, in close partnership with policy-makers. A domination and profit and loss transfer agreement is not required to bring about the synergies and cost savings. The conclusion of such a contract is excluded for a period of at least three years. Vonovia has already announced synergies in the amount of EUR 105 million and is confident that it can leverage these synergies after the trans- action closing, for instance through appropriate reciprocal service agreements. This figure does not include benefits from joint financ- ing. Vonovia has defined strict criteria for acquisitions, all of which will be met by the proposed transaction. The combination of the portfolios will generate cost savings in property management, and the credit rating is expected to remain strong following the acquisition. Vonovia expects the rating agencies to affirm Vonovia’s current ratings (S&P: BBB+; Moody’s: A3). The financing of the takeover offer is secured through an acquisition financing bridge of approximately Seite 3 / 5 Vonovia SE Universitaetsstrasse 133 44803 Bochum EUR 20 billion. With regard to refinancing, planned measures include a rights issue of up to EUR 8 billion, to be completed following the Klaus Markus Head of closing of the transaction. Corporate Communications Phone +49 234 / 314 – 1149 [email protected] The publication of the offer document has been authorised by the Nina Henckel German Federal Financial Supervisory Authority (BaFin). The offer Head of Corporate Media Phone +49 234 / 314 – 1909 document and all other documents related to this transaction are [email protected] available at the transaction website: https://de.vonovia-st.de/. Along www.vonovia.de with the German version of the offer document, a non-binding Eng- lish version of the offer document is also available at this web ad- dress. Morgan Stanley, Perella Weinberg, Bank of America Merrill Lynch and ParkView Partners are assisting Vonovia with investor communica- tions in relation to this transaction. ### About Vonovia Vonovia SE is Europe’s leading private residential real estate company. Vonovia currently owns around 414,000 residential units in all attractive cities and regions in Germany, Sweden and Austria. It also manages around 72,000 apartments. Its portfolio is worth approximately € 63 billion. As a modern service provider, Vonovia focuses on customer orientation and tenant satis- faction. Offering tenants affordable, attractive and livable homes is a prereq- uisite for the company’s successful development. Therefore, Vonovia makes long-term investments in the maintenance, modernization and senior-friendly conversion of its properties. The company is also creating more and more new apartments by realizing infill developments and adding to existing buildings. The company, which is based in Bochum, has been listed on the stock ex- change since 2013. Since September 2015 Vonovia has been a constituent in the DAX 30 and since September 2020 in the EURO STOXX 50. Vonovia SE is also a constituent of additional national and international indices, including DAX 50 ESG, Dow Jones Sustainability Index Europe, STOXX Global ESG Leaders, EURO STOXX ESG Leaders 50, STOXX Europe ESG Leaders 50, FTSE EPRA/NAREIT Developed Europe, and GPR 250 World. Vonovia has a work- force of around 11,000 employees. Seite 4 / 5 Vonovia SE Universitaetsstrasse 133 44803 Bochum Additional Information: Klaus Markus Head of Approval: Regulated Market/Prime Standard, Frankfurt Stock Exchange Corporate Communications ISIN: DE000A1ML7J1 Phone +49 234 / 314 – 1149 WKN: A1ML7J [email protected] Common code: 094567408 Nina Henckel Registered headquarters of Vonovia SE: Bochum, Germany, Bochum Local Head of Corporate Media Court, HRB 16879 Phone +49 234 / 314 – 1909 [email protected] Business address of Vonovia SE: Universitaetsstrasse 133, 44803 Bochum, Germany www.vonovia.de Important information: This announcement is neither an offer to purchase nor a solicitation of an of- fer to sell shares in Deutsche Wohnen. The terms and conditions of the takeover offer, as well as further provisions concerning the takeover offer, are published in the offer document, the publication of which has been per- mitted by the German Federal Financial Supervisory Authority (Bundesan- stalt für Finanzdienstleistungsaufsicht). Investors and holders of shares in Deutsche Wohnen are strongly advised to read the offer document and all other documents regarding the takeover offer, as they contain important in- formation. The offer relates to shares in a German company and is subject to the statu- tory provisions of the Federal Republic of Germany governing the conduct of such an offer. Deutsche Wohnen shareholders who are residents of the United States should note that the tender offer is being made with respect to securities of a company that is a foreign private issuer within the mean- ing of Rule 3b-4 under the Securities Exchange Act of 1934 as amended (the "Exchange Act"), and whose shares are not registered under Section 12 of the Exchange Act. With respect to Deutsche Wohnen shareholders in the United States the ten- der offer is being made on the basis of the so-called "Tier II" exemption. This "Tier II" exemption allows a Bidder to comply with certain material and procedural requirements of the Exchange Act applicable to tender offers by complying with the law or practice of its home jurisdiction and exempts the Bidder from compliance with certain other requirements. As a result, the tender offer is principally subject to disclosure requirements and other pro- cedural requirements (e.g. with respect to withdrawal rights, acceptance pe- riod, settlement, and timing of payments) of the Federal Republic of Ger- many, which differ not insignificantly from the corresponding U.S. laws. The Bidder and its affiliates or brokers (acting as agents of the Bidder or its affiliates, if any) may, to the extent permitted by applicable laws or regula- tions, directly or indirectly acquire shares in Deutsche Wohnen or enter into agreements to acquire shares outside of the public tender offer before, dur- ing or after the term of the offer. This also applies to other securities con- vertible into, exchangeable for or exercisable for shares of Deutsche Wohnen. These purchases may be concluded via the stock exchange at mar- ket prices or outside the stock exchange on negotiated terms. If such pur- chases or agreements to purchase are made, they will be made outside the Seite 5 / 5 Vonovia SE Universitaetsstrasse 133 44803 Bochum United States and will comply with applicable law, including, to the extent applicable, the Exchange Act.