Deutsche Wohnen : successfully placed EUR 800 million new convertible bonds

NOT FOR RELEASE, PUBLICATION, DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAWS.

Deutsche Wohnen successfully placed EUR 800 million new convertible bonds

Frankfurt/Main and Berlin, 26 September 2017. Deutsche Wohnen SE ("Deutsche Wohnen" or the "Company"), successfully placed convertible bonds maturing in January 2026 with an aggregate nominal amount of EUR 800 million, divided into 8,000 bonds in a nominal amount of EUR 100,000 each ("New Convertible Bonds"). The New Convertible Bonds are convertible into new or existing ordinary no par value bearer shares of Deutsche Wohnen or can be repaid in cash.

The New Convertible Bonds placed by Deutsche Wohnen will be issued at 100% of their nominal amount and will carry interest at a rate of 0.6% per annum. The initial conversion premium amounts to 40% above the Reference Share Price (being the arithmetic average of the daily VWAP [volume weighted average price] of the shares on XETRA on September 26 and September 27, 2017).

The New Convertible Bonds have been placed 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 around 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 is entitled to redeem the New Convertible Bonds from January 27, 2023 if the stock exchange price of the bearer shares 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.

BNP PARIBAS, Deutsche Bank Aktiengesellschaft, Goldman Sachs International and UBS acted as Joint Global Coordinators and Joint Bookrunners for the offering of the New Convertible Bonds

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.