Press Release to the Announcement pursuant to Section 14 para. 3 sentence 1 no. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) in conjunction with Section 39 para. 2 sentence 3 no. 1 German Stock Exchange Act (Börsengesetz – “BörsG”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Deutsche Wohnen announces publication of offer document for public delisting tender offer to shareholders of GSW Immobilien AG

Berlin, November 2, 2022. Deutsche Wohnen SE („Deutsche Wohnen“) announces today the publication of the offer document for the public delisting tender offer (cash offer) to the shareholders of GSW Immobilien AG („GSW“), for the acquisition of their no-par-value bearer shares in GSW (ISIN DE000GSW1111). These documents are available free of charge as of today’s date at Deutsche Bank Aktiengesellschaft, Trust & Agency Services, Post-IPO Services, Taunusanlage 12, 60325 Frankfurt am Main, Germany (requests to be made by providing a complete address by fax to 4 or via email to ) as well as on Deutsche Wohnen’s website at -wohnen-g.de/.

Deutsche Wohnen

Deutsche Wohnen is one of the leading publicly listed property companies in Europe and is part of the Vonovia Group. The business focus of the company is on managing its own portfolio of residential properties in dynamic metropolitan regions and conurbations in Germany. Deutsche Wohnen sees itself as having both a social responsibility and a duty to maintain and newly develop good-quality and affordable housing in vibrant residential neighbourhoods. As at June 30, 2022, the portfolio comprised a total of around 140,000 residential units.

Important note

This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of GSW but constitutes a legally required announcement according to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) in conjunction with the German Stock Exchange Act (Börsengesetz – “BörsG”) in the context of a public delisting tender offer (the “Offer”). The final terms and further provisions regarding the Offer are disclosed in the offer document that has been approved for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsgsaufsicht). Investors and holders of securities of GSW are strongly recommended to read the offer document and all announcements in connection with the Offer as they contain or will contain important information.

The Offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the WpÜG, the BörsG and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The Offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the Offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in GSW cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany.

Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public tender offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.

Deutsche Wohnen reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares in GSW outside the Offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.

To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Deutsche Wohnen and the persons acting together with Deutsche Wohnen. Such forward-looking statements are based on current plans, estimates and forecasts, which Deutsche Wohnen and the persons acting together with Deutsche Wohnen have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Deutsche Wohnen or the persons acting together with the Deutsche Wohnen. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Deutsche Wohnen and the persons acting together with Deutsche Wohnen do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.

Contact:

Phone +49 (0)30 897 86-5413
Fax +49 (0)30 897 86-5419