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 - Seite 2

Subject to approval of the prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the publication of the approved prospectus, the subscription period is expected to begin on 24 November 2021 and is scheduled to end on 7 December 2021 (both dates inclusive). Immediately following the expiration of the subscription period, unsubscribed shares shall be sold on the market or placed through a private placement at a price at least equal to the subscription price.

Subject to approval and publication of the prospectus, the subscription rights (ISIN DE000A3MQB30 / WKN A3MQB3) to the new shares shall be traded during the period from 24 November 2021 up to and including 2 December 2021 (until approximately noon CET) on the regulated market (Xetra and Xetra Frankfurt Specialist) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse).

The offer is based on an underwriting agreement signed today between Vonovia and a syndicate of 14 banks, which provides for a firm commitment to acquire all new shares at the subscription price. In addition, certain funds managed by APG Asset Management N.V. ("APG") and Norges Bank, the Central Bank of Norway ("Norges Bank") have irrevocably undertaken to exercise in full the subscription rights to which they are each entitled in accordance with the capital increase. To date, APG holds approximately 4.0% of the Company's share capital and Norges Bank holds approximately 11.1% of the Company's share capital.

It is expected that the implementation of the capital increase will be registered by 3 December 2021 with the commercial register of the Local Court (Amtsgericht) of Bochum and that the announcement of the admission of the new shares to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), with simultaneous admission to the sub-segment of the regulated market with further post-admission obligations (Prime Standard), as well as to trading on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) will be made on 9 December 2021. Closing of the rights issue is expected to occur on or about 13 December 2021.