Vonovia SE

Capital/Financing Update • Jul 11, 2023

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Vonovia SE and Vonovia Finance B.V. announce the pricing and the results of their Tender Offers in respect of several series of outstanding notes due 2024, 2025, 2026, 2028, 2030 and 2032 issued by Vonovia SE and Vonovia Finance B.V.

11 July 2023. Further to the announcements on 3 July 2023 and earlier today, Vonovia Finance B.V. ("Vonovia Finance") and Vonovia SE ("Vonovia SE" and together with Vonovia Finance, the "Purchasers") hereby announce the pricing and final results in respect of:

• (A) the invitation by Vonovia Finance to eligible holders of its outstanding
  • (i) EUR 500,000,000 0.75% notes due 15 January 2024 (ISIN: DE000A19UR61) (the "January 2024 Notes"),
  • (ii) EUR 500,000,000 1.625% notes due 7 April 2024 (ISIN: DE000A28VQC4) (the "April 2024 Notes"),
  • (iii) EUR 1,000,000,000 1.25% notes due 6 December 2024 (ISIN: DE000A189ZX0) (the "December 2024 Notes"),
  • (iv) EUR 500,000,000 1.50% notes due 31 March 2025 (ISIN: DE000A1ZY989) (the "March 2025 Notes"),
  • (v) EUR 500,000,000 1.80% notes due 29 June 2025 (ISIN: DE000A2RWZZ6) (the "June 2025 Notes"),
  • (vi) EUR 500,000,000 1.125% notes due 8 September 2025 (ISIN: DE000A19NS93) (the "September 2025 Notes"),
  • (vii) EUR 700,000,000 1.50% notes due 22 March 2026 (ISIN: DE000A19X8A4) (the "March 2026 Notes"),
  • (viii) EUR 500,000,000 1.50% notes due 10 June 2026 (ISIN: DE000A182VT2) (the "June 2026 Notes"),
  • (ix) EUR 750,000,000 0.625% notes due 9 July 2026 (ISIN: DE000A28ZQP7) (the "July 2026 Notes"),
  • (x) EUR 500,000,000 1.50% notes due 14 January 2028 (ISIN: DE000A19UR79) (the "January 2028 Notes"),
  • (xi) EUR 500,000,000 2.125% notes due 22 March 2030 (ISIN: DE000A19X8B2) (the "March 2030 Notes"),
  • (xii) EUR 500,000,000 2.25% notes due 7 April 2030 (ISIN: DE000A28VQD2) (the "April 2030 Notes") or
  • (xiii) EUR 750,000,000 1.00% notes due 9 July 2030 (ISIN: DE000A28ZQQ5) (the "July 2030 Notes")

(together, the "Vonovia Finance Notes")

to tender their Vonovia Finance Notes for purchase by Vonovia Finance for cash (together, the "Vonovia Finance Offers"); and

• (B) the invitation by Vonovia SE to eligible holders of its outstanding
  • (i) EUR 850,000,000 1.375% notes due 28 January 2026 (ISIN: DE000A3MQS56) (the "January 2026 Notes"),
  • (ii) EUR 800,000,000 1.875% notes due 28 June 2028 (ISIN: DE000A3MQS64) (the "June 2028 Notes"),
  • (iii) EUR 850,000,000 2.375% notes due 25 March 2032 (ISIN: DE000A3MQS72) (the "March 2032 Notes"), and
  • (iv) EUR 1,250,000,000 0.75% notes due 1 September 2032 (ISIN: DE000A3MP4V7) (the "September 2032 Notes")

(together, the "Vonovia SE Notes", the Vonovia Finance Notes together with the Vonovia SE Notes, the "Notes")

to tender their Vonovia SE Notes for purchase by Vonovia SE for cash (together, the "Vonovia SE Offers" and the Vonovia SE Offers together with the Vonovia Finance Offers, the "Offers" and each such invitation, an "Offer").

The Offers were announced on 3 July 2023 and were made subject to the satisfaction of the conditions set out in the tender offer memorandum dated 3 July 2023 (the "Tender Offer Memorandum") prepared by the Purchasers. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Announcement of Final Results

The Purchasers have decided to accept valid tenders of Notes pursuant to the Offers as follows.

The Total Amount Payable under the Offers will amount to EUR 891,989,060.78 and the aggregate principal amount of the Notes accepted for purchase across all Series will amount to EUR 1,001,367,000.00.

VONOVIA FINANCE OFFERS
Fixed Price Offers
Description of the Notes	ISIN /Common Code / Series Acceptance Scaling Factor Purchase Price WKN Amount
January 2024 Notes	DE000A19UR61 / 175011412 /A19UR6	EUR 44,600,000	N/A	98.20%
April 2024 Notes	DE000A28VQC4 / 215292541 / A28VQC	EUR 53,600,000	N/A	98.00%

Fixed Spread Offers
Description of the Notes	ISIN /Common Code / WKN	Series Acceptance Amount	Scaling Factor	Benchmark Rate	Fixed Purchase Spread	Purchase Yield	Purchase Price
December 2024 Notes	DE000A189ZX0 / 152985401 / A189ZX	EUR 19,400,000	N/A	4.058%	50 bps	4.558%	95.595%
March 2025 Notes	DE000A1ZY989 / 120999524 / A1ZY98	EUR 14,567,000	N/A	3.997%	65 bps	4.647%	94.908%
June 2025 Notes	DE000A2RWZZ6 / 194263058 / 194263058	EUR 70,800,000	N/A	3.950%	70 bps	4.650%	94.763%

Fixed Spread Offers
Description of the Notes	ISIN /Common Code / WKN	Series Acceptance Amount	Scaling Factor	Benchmark Rate	Fixed Purchase Spread	Purchase Yield	Purchase Price
September 2025 Notes	DE000A19NS93 / 167979513 / A19NS9	EUR 70,200,000	N/A	3.907%	95 bps	4.857%	92.518%
March 2026 Notes	DE000A19X8A4 / 179624605 / A19X8A	EUR 48,000,000	N/A	3.784%	120 bps	4.984%	91.408%
June 2026 Notes	DE000A182VT2 / 143240193 / A182VT	EUR 55,800,000	N/A	3.734%	100 bps	4.734%	91.387%
July 2026 Notes	DE000A28ZQP7 / 220069605 / A28ZQP	EUR 77,000,000	N/A	3.716%	135 bps	5.066%	87.951%

Modified Dutch Auction Offers
Description of the Notes	ISIN /Common Code / WKN	Series Acceptance Amount	Scaling Factor	Benchmark Rate	Clearing Spread	Purchase Yield	Purchase Price
January 2028 Notes	DE000A19UR79 / 175011323 / A19UR7	EUR 8,500,000	N/A	3.483%	160 bps	5.083%	85.868%
March 2030 Notes	DE000A19X8B2 / 179624656 / A19X8B	EUR 4,400,000	N/A	3.316%	235 bps	5.666%	80.706%
April 2030 Notes	DE000A28VQD2 / 215292550 / A28VQD	EUR 20,300,000	N/A	3.314%	200 bps	5.314%	83.008%
July 2030 Notes	DE000A28ZQQ5 / 220069613 / A28ZQQ	EUR 45,900,000	N/A	3.300%	160 bps	4.900%	77.373%

VONOVIA SE OFFERS
Fixed Spread Offer
Description of the Notes	ISIN /Common Code / WKN	Series Acceptance Amount	Scaling Factor	Benchmark Rate	Fixed Purchase Spread	Purchase Yield	Purchase Price
January 2026 Notes	DE000A3MQS56 / 246293139 / A3MQS5	EUR 239,500,000	N/A	3.818%	95 bps	4.768%	92.029%

Modified Dutch Auction Offers
Description of the Notes	ISIN /Common Code / WKN	Series Acceptance Amount	Scaling Factor	Benchmark Rate	Clearing Spread	Purchase Yield	Purchase Price
June 2028 Notes	DE000A3MQS64 / 246293228 / A3MQS6	EUR 84,800,000	N/A	3.431%	165 bps	5.081%	86.242%
March 2032 Notes	DE000A3MQS72 / 246293180 / A3MQS7	EUR 63,100,000	N/A	3.249%	170 bps	4.949%	82.139%
September 2032 Notes	DE000A3MP4V7 / 238283329 / A3MP4V	EUR 80,900,000	N/A	3.240%	185 bps	5.090%	68.896%

Settlement and Payment

The Settlement Date for the Offers is expected to be 12 July 2023.

The Purchasers will also pay Accrued Interest in respect of the Notes accepted for purchase.

The relevant Purchase Price and Accrued Interest payable to Noteholders for such Notes in each Clearing System will be paid, in immediately available funds, on the Settlement Date to such Clearing System for payment to the cash accounts of the relevant Noteholders in such Clearing System (see "Procedures for Participating in the Offers" in the Tender Offer Memorandum). The payment of such aggregate amounts to the Clearing Systems will discharge the obligation of the relevant Purchaser to all such Noteholders in respect of the payment of the relevant Purchase Price and Accrued Interest.

Provided the relevant Purchaser makes, or has made on its behalf, full payment of the relevant Purchase Price and Accrued Interest for all Notes accepted for purchase pursuant to the Offers to the Clearing Systems on or before the Settlement Date, under no circumstances will any additional interest be payable to a Noteholder because of any delay in the transmission of funds from the relevant Clearing System or any other intermediary with respect to such Notes of that Noteholder.

General

The complete terms and conditions of the Offers are set forth in the Tender Offer Memorandum.

Notes that are not successfully tendered for purchase pursuant to the relevant Offer will remain outstanding.

THE PURCHASERS

Vonovia Finance B.V. Apollolaan 133-135 1077 AR Amsterdam The Netherlands

Vonovia SE Universitätsstraße 133 44803 Bochum Germany

DEALER MANAGERS

BNP Paribas 16, boulevard des Italiens 75009 Paris France

Attention: Liability Management Group Telephone: +33 1 55 77 78 94 Email: liability.management@bnpparibas.com

J.P. Morgan SE Taunustor 1 (TaunusTurm) 60310 Frankfurt am Main Germany

Attn: EMEA Liability Management Group Email: liability_management_EMEA@jpmorgan.com Commerzbank Aktiengesellschaft Kaiserstrasse 16 (Kaiserplatz) 60311 Frankfurt am Main Germany

Attention: Liability Management Group Telephone: +49 69 136 59920 Email: liability.management@commerzbank.com

UniCredit Bank AG Arabellastrasse 12 81925 Munich Germany

Attention: Liability Management Telephone: +49 89 378 15150 Email: corporate.lm@unicredit.de

TENDER AGENT

Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom

Telephone: +44 20 7704 0880 Attention: Arlind Bytyqi / Paul Kamminga Email: vonovia@is.kroll.com Website: https://deals.is.kroll.com/vonovia

This announcement, the Tender Offer Memorandum and the Offers are not for distribution, directly or indirectly, in or into or to any person located or resident in the United States.

The Offers referenced herein are not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the invitation cannot be accepted by any such use, means, instrumentality or facility or from within the United States.

This announcement, the Tender Offer Memorandum and the Offers do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.

Nothing in this announcement and the Tender Offer Memorandum constitutes an offer to buy or the invitation to offer to sell securities in Italy (except as set out in the Tender Offer Memorandum), Belgium (except as set out in the Tender Offer Memorandum), the Republic of France (except as set out in the Tender Offer Memorandum) or any other jurisdiction in which such offer or solicitation would be unlawful.

The Tender Offer Memorandum and the Offers may only be communicated to persons in the United Kingdom in circumstances where section 21 (1) of the Financial Services and Markets Act 2000 does not apply.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Tender Offer Memorandum comes are required by Vonovia Finance, Vonovia SE, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. See "Offer and Distribution Restrictions" in the Tender Offer Memorandum.