Deutsche Wohnen SE: Deutsche Wohnen SE announces conversion price for new convertible bonds and final repurchase price of the convertible bond tender offer

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Deutsche Wohnen SE announces conversion price for new convertible bonds and final repurchase price of the convertible bond tender offer

Frankfurt/Main and Berlin, 27 September 2017. Deutsche Wohnen SE ("Deutsche Wohnen") announces that the reference share price in relation to the new convertible bonds and the convertible bond tender offer has been set at EUR 36.3186 (being the arithmetic average of the daily VWAPs [volume weighted average prices] of the Deutsche Wohnen share on XETRA on September 26 and September 27, 2017).

The initial conversion price of the new convertible bonds due January 2026 amounts to EUR 50.8460. This represents a conversion premium of 40% above the reference share price and approximately 62 % to the last reported EPRA NAV per share of EUR 31.42 as of June 30, 2017. The New Convertible Bonds are initially convertible into approximately 15,73 million new or existing ordinary no par value bearer shares of Deutsche Wohnen or can be repaid in cash.

Deutsche Wohnen successfully repurchased today convertible bonds due 2021 in an aggregate nominal amount of EUR 394.3 million. This corresponds to nearly 99 % of the outstanding aggregate nominal amount of EUR 400 million. The final purchase price per bond amounts to EUR 183,274.30, plus accrued interest.

BNP PARIBAS, Deutsche Bank Aktiengesellschaft, Goldman Sachs International and UBS Limited acted as Joint Global Coordinators and Joint Bookrunners for the new convertible bond offering and as Joint Dealer Managers for the Convertible Bond Tender Offer.

Deutsche Wohnen

Deutsche Wohnen is one of the largest publicly listed residential property companies in Germany and Europe with a business focus on managing and developing its portfolio, which focusses on residential properties. As at 30 June 2017, the portfolio comprised a total of 162,985 units, of which 160,552 are residential and 2,433 are commercial units. Deutsche Wohnen is listed on the MDAX of Deutsche Börse and is additionally traded on the leading indices EPRA/NAREIT, STOXX^(R) Europe 600 and GPR 250.

Important Notice

This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Deutsche Wohnen in the United States, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities of Deutsche Wohnen may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of Deutsche Wohnen have not been, and will not be, registered under the Securities Act. This publication is not an extension of a tender offer in the United States for securities of Deutsche Wohnen. A tender offer for the sale of Convertible Bonds is not being made within the United States or to, or for the account or benefit of, persons located or resident in the United States.

In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MIFID II"); (ii) a customer within the meaning of directive 2002/92/ec ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MIFID II; or (iii) not a Qualified Investor as defined in the Prospectus Directive.

The Joint Bookrunners and Dealer Managers are acting for Deutsche Wohnen and no one else in connection with the transactions and will not be responsible to anyone other than Deutsche Wohnen for providing the protections afforded to clients of the Joint Bookrunners and Dealer Managers, or for giving advice in connection with the transactions or any matter referred to herein.

This information contains forward-looking statements that are based upon current views and assumptions of the Deutsche Wohnen management, which were made to its best knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of Deutsche Wohnen or the success of the housing industry to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving these documents are advised not to unreasonably rely on these forward-looking statements. Deutsche Wohnen does not assume any obligation to update such forward-looking statements and to adjust them to any future results and developments.