Deutsche Wohnen SE: New convertible bond offering of EUR 800 million due 2026 and repurchase of outstanding EUR 400 million convertible bonds due 2021

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Deutsche Wohnen: New convertible bond offering of EUR 800 million due 2026 and repurchase of outstanding EUR 400 million convertible bonds due 2021

Frankfurt/Main and Berlin, 26 September 2017. Today, the management board of Deutsche Wohnen SE ("Deutsche Wohnen" or the "Company"), with the approval of the supervisory board, has resolved to concurrently launch the following transactions:

? The issue of EUR 800 million convertible bonds with a conversion premium of 40% to 45% above the reference share price and a coupon of 0.10% to 0.60% maturing in January 2026 (the "New Convertible Bonds")

? Invitation to holders of the outstanding Deutsche Wohnen convertible bonds due in 2021 with an outstanding aggregate nominal amount of EUR 400 million (current market value of approx. EUR 708m) to make offers to sell to the Company any and all of such bonds via a Reverse Dutch Auction (the "Convertible Bonds Tender Offer")

The contemplated transactions takes advantage of the current attractive financing environment and aims to optimize Deutsche Wohnen's capital structure through the early refinancing of the convertible bonds due 2021. The issue of New Convertible Bonds will enable Deutsche Wohnen to extend its debt maturity profile while proactively reducing the shareholders' dilution risk. The proceeds of the New Convertible Bonds will be used to finance the Convertible Bonds Tender Offer and for general corporate purposes.

New Convertible Bonds

The management board of Deutsche Wohnen, with approval of the supervisory board, resolved on the issuance of New Convertible Bonds with an aggregate principal amount of EUR 800 million maturing in January 2026. The New Convertible Bonds are convertible into newly issued or existing Deutsche Wohnen bearer shares with no par value or can be repaid in cash. The shareholders' pre-emptive rights are excluded.

The New Convertible Bonds will be issued at 100% of their nominal amount of EUR 100,000 per bond and - unless previously converted, repurchased or redeemed - will be redeemed at par at maturity. The New Convertible Bonds will be offered by way of an accelerated bookbuilding process with a coupon between 0.10 % and 0.60 % per annum and a conversion premium between 40 % and 45 % above the reference share price (being the arithmetic average of the daily VWAP (volume weighted average price) of the Deutsche Wohnen share on XETRA on September 26, and September 27, 2017).

An adjustment of the conversion price will take place in case of dividend payments exceeding EUR 0.54 per share per annum during the term of the New Convertible Bonds. The New Convertible Bonds will be offered solely to institutional investors in certain jurisdictions, outside the United States, via a private placement.

The New Convertible Bonds are expected to be issued by Deutsche Wohnen on or about October 4, 2017 and to be admitted to trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange shortly thereafter.

Deutsche Wohnen will be entitled to redeem the New Convertible Bonds at their nominal amount (plus accrued but unpaid interest) from January 27, 2023 onwards if the stock exchange price per bearer share of Deutsche Wohnen amounts to at least 130 % of the conversion price then in effect over a certain period. The holders of the New Convertible Bonds will not be entitled to an investor put.

Convertible Bonds Tender Offer

Moreover, the management board of Deutsche Wohnen, with approval of the supervisory board, resolved today to invite holders of the convertible bonds due 2021 issued by Deutsche Wohnen on September 8, 2014 with an outstanding nominal amount of EUR 400 million ("2021 Convertible Bonds") to make offers to sell for cash their 2021 Convertible Bonds. The market value of the outstanding 2021 Convertible Bonds amounts to currently approximately EUR 708 million.

The purchase price per EUR 100,000 nominal amount will be between EUR 1,500 - EUR 2,000 above the closing price on September 25, 2017, prior to the announcement of this transaction (the "Initial Purchase Price"), adjusted for the arithmetic average of the daily VWAP (volume weighted average price) of the Deutsche Wohnen shares on XETRA on September 26, and September 27, 2017 (the "Final Purchase Price"). In addition, the Company will pay interest accrued on the 2021 Convertible Bonds from - and including - the immediately preceding interest payment date to but excluding the settlement date of the Convertible Bonds Tender Offer (the "Accrued Interest"), which amounts to EUR 65.26 per Bond.

The Initial Purchase Price and the total number of the 2021 Convertible Bonds expected to be acquired will be determined on the basis of a reverse bookbuilding process closing on September 27, 2017 at 7:30am CEST. The Final Purchase Price will be determined on the same day after close of XETRA. Settlement is expected to occur on or around October 5, 2017. Deutsche Wohnen will decide in its sole discretion whether, to what extent and at what price it will purchase 2021 Convertible Bonds.

The Convertible Bonds Tender Offer is not open to any persons located or resident in the United States or that are otherwise U.S. Persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended), or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Convertible Bonds Tender Offer or any participation therein would be unlawful.

BNP PARIBAS, Deutsche Bank Aktiengesellschaft, Goldman Sachs International and UBS Limited are acting as Joint Global Coordinators and Joint Bookrunners for the offering of the New Convertible Bonds and as Dealer Managers on the Convertible Bonds 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.