Vonovia SE: Vonovia exceeds 50% acceptance threshold in Victoria Park takeover offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse

*** Mergers and Acquisitions ***

Vonovia SE: Vonovia exceeds 50% acceptance threshold in Victoria Park takeover offer

Bochum, 18 June 2018

Vonovia SE has exceeded the minimum acceptance threshold set as condition for closing of the takeover bid for Victoria Park AB of more than 50% of the voting rights (on a fully diluted basis and taking into account existing call options) based on the acceptance declarations received by the end of the acceptance period at 5:00 p.m. today. All conditions for completion of the offer have thus been satisfied and Vonovia will complete the offer.

Based on the preliminary calculations, shares representing at least 46% of the voting rights in Victoria Park have been tendered during the initial acceptance period. In addition, Vonovia has call options for 12.35% (12.32% fully diluted) of the voting rights. Hence, upon exercise of the call options Vonovia will hold at least 58% of the voting rights in Victoria Park. The final results will be determined on the morning of 21 June 2018 following final calculations of the shares tendered during the initial acceptance period.

Shareholders who have not yet tendered their shares can still do so in the additional acceptance period that runs until 3 July 2018.

The settlement of the offer for the shares already tendered is expected to take place on or about 28 June 2018.

Important Information

The Offer referred to in this ad hoc announcement is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law.

This ad hoc announcement is not being published in or distributed to or into and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Persons who receive this ad hoc announcement (including, without limitation, nominees, trustees and custodians) and are subject to the law of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. Deutsche Annington Acquisition Holding GmbH, to the fullest extent permitted by applicable law, disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. The Offer is not being made and will not be made, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or by use of mail or any other means or instrumentality of interstate or foreign commerce, or of any facilities of a national securities exchange, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or by persons located or resident in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this ad hoc announcement and any documentation related to the Offer are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or to any Australian, Canadian, Hong Kong, Japanese, New Zealand or South African persons or any persons located or resident or with a registered address in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this ad hoc announcement or any other document received in connection with the Offer to such persons.

In connection with the Offer, an offer document has been filed with and published by the Swedish Financial Supervisory Authority. Shareholders of Victoria Park AB should read the offer document carefully, since it contains important information about the transaction. Shareholders of Victoria Park AB may obtain free copies of the offer document, any amendments or supplements thereto and other documents containing important information about the transaction, from Vonovia's website (http://en.vonovia-k.de).

To the extent this ad hoc announcement contains forward-looking statements, such statements do not represent facts and are characterized by the words 'will', 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Vonovia, for example with regard to the potential consequences of the Offer for Victoria Park AB, for those shareholders of Victoria Park AB who choose not to accept the Offer or for future financial results of Victoria Park AB. Such forward-looking statements are based on current plans, estimates and forecasts which Vonovia has made to the best of its knowledge, but which 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 Vonovia. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

Contact:

Vonovia SE
Rene Hoffmann
Head of Investor Relations
Telephone: +49(0)234 314 - 1629
Rene.Hoffmann@vonovia.de

Vonovia SE
Klaus Markus
Head of Corporate Communications
Telephone +49(0)234 314 - 1149
Klaus.Markus@vonovia.de