DGAP-Adhoc

Vonovia SE resolves on c. EUR 8 billion fully underwritten capital increase with subscription rights to finance the business combination with Deutsche Wohnen SE

DGAP-Ad-hoc: Vonovia SE / Key word(s): Capital Increase Vonovia SE resolves on c. EUR 8 billion fully underwritten capital increase with subscription rights to finance the business combination with Deutsche Wohnen SE 21-Nov-2021 / 18:52 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN OR INTO THE USA, AUSTRALIA, CANADA, JAPAN OR OTHER COUNTRIES WHERE SUCH A PUBLICATION COULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS NOTIFICATION.

AD HOC NOTIFICATION PURSUANT TO ARTICLE 17 OF THE MARKET ABUSE REGULATION

Vonovia SE resolves on c. EUR 8 billion fully underwritten capital increase with subscription rights to finance the business combination with Deutsche Wohnen SE

Bochum, 21 November 2021

Today, the management board of Vonovia SE ("Vonovia" or the "Company"), with the consent of the supervisory board, has resolved to launch a fully underwritten capital increase against contribution in cash with subscription rights for existing shareholders of Vonovia. For this purpose, the share capital of Vonovia shall, under partial utilisation of Vonovia's authorised capital 2021, be increased from EUR 575,257,327.00 by EUR 201,340,062.00 to EUR 776,597,389.00 through the issuance of 201,340,062 new registered (no-par-value) shares with a notional value of EUR 1.00 and full dividend rights from 1 January 2021.

The new shares shall be offered to the shareholders of the Company by way of an indirect subscription right at a ratio of 20:7 (that is 20 existing shares of the Company entitle their holder to subscribe for 7 new shares) and a subscription price of EUR 40.00, corresponding to a discount of 22.5% to the TERP (theoretical ex-rights price). On that basis, Vonovia expects to generate gross proceeds of c. EUR 8 billion and intends to use net proceeds to partially repay amounts under the syndicated loan facilities agreement for the acquisition of Deutsche Wohnen SE.