Deutsche Wohnen SE — M&A Activity 2021

May 25, 2021

Deutsche Wohnen SE

Business Combination of Vonovia and Deutsche Wohnen 25 May 2021

Key Offer Terms

Financial Terms

• All-cash offer for 100% of the share capital of Deutsche Wohnen
• Deutsche Wohnen shareholders will receive EUR 53.03 cash per share (incl. dividend of EUR 1.03 to be approved on upcoming AGM)
• 17.9% premium to last close of Deutsche Wohnen of EUR 44.99 as of May 21, 2021
• 25.0% premium to Deutsche Wohnen 3M VWAP of EUR 42.42 as of May 21, 2021
• Tender offer to Deutsche Wohnen shareholders will include customary closing conditions, including a >50% acceptance threshold and a market MAC
• In the event of change of control, acceleration of convertible bonds at adjusted conversion price (cash settlement)

Recommended Transaction

• Vonovia and Deutsche Wohnen have executed a business combination agreement setting out the core principles of the combination
• The Management Board and Supervisory Board of Deutsche Wohnen welcome Vonovia's planned takeover offer and, subject to the review of the final offer document, intend to support it and recommend its acceptance to the shareholders

Key BCA Terms

Governance	▪ Mr. Michael Zahn to be appointed Deputy Chairman of the Management Board and Mr. Philip Grosse Chief Financial Officer of Vonovia
	▪ Executive Committee is to be formed below the Management Board, to which Mr. Henrik Thomson and Mr. Lars Urbansky will belong
	▪ Following completion of the takeover offer, two persons are to be appointed to the Supervisory Board of Vonovia, which Deutsche Wohnen will recommend to the Supervisory Board of Vonovia for this purpose prior to completion of the transaction
	▪ Furthermore, Mr. Michael Zahn and Ms. Helene von Roeder to become members of the Supervisory Board of Deutsche Wohnen
Headquarter and Brand	▪ Headquarters of the combined company will remain in Bochum and company will operate under the name "Vonovia"
	▪ Combined company to be managed from Bochum and Berlin, with Berlin remaining a main location of the combined company
Employees	▪ The parties have agreed that they will not issue any termination notices for operational reasons effective as of a date prior to December 31, 2023 in connection with the transaction

Expected Transaction Timetable

24 May 2021	Announcement of the intention to make voluntary take over offer
Mid June 2021	Publication of offer document and start of the initial acceptance period1
Mid July 2021	End of the initial acceptance period1
End of July 2021	Publication of results of initial acceptance period
End of July 2021	Start of the additional acceptance period
Mid August 2021	End of the additional acceptance period
End of August 2021	Tender offer closing

Disclaimer

This presentation contains forward-looking statements including assumptions, opinions and views of Deutsche Wohnen or quoted from third party sources. Various known and unknown risks, uncertainties and other factors could cause actual results, financial positions, the development or the performance of Deutsche Wohnen to differ materially from the estimations expressed or implied herein. Deutsche Wohnen does not guarantee that the assumptions underlying such forward-looking statements are free from errors nor do they accept any responsibility for the future accuracy of the opinions expressed in this presentation or the actual occurrence of the forecasted developments. No representation or warranty (expressed or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and accordingly, none of Deutsche Wohnen SE or any of its affiliates (including subsidiary undertakings) or any of such person's officers, directors or employees accepts any liability whatsoever arising directly or indirectly from the use of this document. Deutsche Wohnen does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this presentation.

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