DGAP-Adhoc

Deutsche Wohnen AG to (i) issue new convertible bonds, (ii) solicit offers from investors to sell to Deutsche Wohnen AG outstanding convertible bonds and (iii) to launch cash capital increase - Seite 2

previously converted, repurchased or redeemed - will be redeemed at par at
maturity. The New Convertible Bonds will be offered with an annual interest
rate between 0.20 % and 0.45 % and a conversion premium between 48 % and 58
% above the placement price per Deutsche Wohnen share in the Capital
Increase. The New Convertible Bonds will be offered solely to institutional
investors in certain jurisdictions, outside the United States, via a
private placement.

The initial conversion price and the conversion premium are expected to be
determined via an accelerated bookbuilding. The New Convertible Bonds are
expected to be issued by Deutsche Wohnen on or about February 27, 2017, and
subsequently to be admitted to trading on the non-regulated open market
segment (Freiverkehr) of the Frankfurt Stock Exchange.

The Company will be entitled to redeem the New Convertible Bonds from
August 17, 2022 if the stock exchange price per share of Deutsche Wohnen
amounts to at least 130 % of the conversion price 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 authorize banks, acting on behalf of
the Company, to invite holders of outstanding convertible bonds issued by
Deutsche Wohnen on November 22, 2013, due 2020 with aggregate outstanding
nominal amount of EUR 250 million ("2020 Convertible Bonds") to make offers
to sell for cash their 2020 Convertible Bonds. The current market value of
the outstanding 2020 Convertible Bonds amounts to approx. EUR 460 million.

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.

After this process, Deutsche Wohnen will decide whether, to what extent and