Vonovia SE

Share Issue/Capital Change • Oct 9, 2017

Form
(December 2011)
Department of the Treasury Internal Revenue Service

Report of Organizational Actions
Affecting Basis of Securities

See separate instructions.

Reporting Issuer Part I
1 Issuer's name		2 Issuer's employer identification number (EIN)
Vonovia S.E.
3 Name of contact for additional information 4 Telephone No. of contact		5 Email address of contact
Urs Dempfle	+492343141718	Urs.Dempfle@vonovia.de
6 Number and street (or P.O. box if mail is not delivered to street address) of contact		7 City, town, or post office, state, and Zip code of contact
Philippstraße 3		44803 Bochum, Germany
8 Date of action	9 Classification and description
12 July 2017	Vonovia registered no-par value shares
10 CUSIP number 11 Serial number(s)	12 Ticker symbol	13 Account number(s)
n/a	VNA
Part II		Organizational Action Attach additional statements if needed. See back of form for additional questions.
14		Describe the organizational action and, if applicable, the date of the action or the date against which shareholders' ownership is measured for
the action ▶ See Attachment
15		Describe the quantitative effect of the organizational action on the basis of the security in the hands of a U.S. taxpayer as an adjustment per
share or as a percentage of old basis ▶ See Attachment
16		Describe the calculation of the change in basis and the data that supports the calculation, such as the market values of securities and the
valuation dates ▶ See Attachment
		Form 8937 (12-2011)
For Paperwork Reduction Act Notice, see the separate Instructions.		Cat. No. 37752P

Page 2 Form 8937 (Rev. 12-2011) Organizational Action (continued) Partill List the applicable Internal Revenue Code section(s) and subsection(s) upon which the tax treatment is based D See Attachment $17$ Can any resulting loss be recognized? ► See Attachment 18 Provide any other information necessary to implement the adjustment, such as the reportable tax year ▶ See Attachment 19 Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and Complete, Declaration of prepare $25.09.2017$ Sign Here Date > Signature $CFO$ ٣. $\overline{\mathcal{A}}$ $\varrho$ $GM$ í TP Title > Print your name Preparer's signature Date PTIN $\begin{array}{ll} \text{Check} & \prod & \text{if} \ \text{self-employed} & \end{array}$ Print/Type preparer's name Paid $\overline{ }$ $5$ apt P01247500 $\overline{3}$ $2.013$ Shane Kiggen Preparer 34-656596 Firm's EIN ▶ Firm's name > Ernst & Young LLP Use Only (202) 327-7289 Phone no. Firm's address > 1101 New York Ave. NW, Washington, D.C. 20005 Send Form 8937 (including accompanying statements) to: Department of the Treasury, Internal Revenue Service, Ogden, UT 84201-0054

Vonovia S.E. Form 8937 Attachment

Part II, Line 14

On 12 July 2017, GAGFAH S.A. ("GAGFAH"), a Société Anonyme organized under the laws of Luxembourg, was merged with and into Vonovia S.E. ("Vonovia"), a Societas Europaea organized under the laws of the European Union, with Vonovia surviving and GAGFAH ceasing to exist (the "Merger"). At the effective time of the Merger, each issued and outstanding share of GAGFAH was cancelled and (other than shares of GAGFAH held by Vonovia) automatically converted into the right to receive 0.57 shares of Vonovia and cash in lieu of fractional Vonovia shares.

Part II, Line 15

The issuer cannot provide tax advice; shareholders are urged to consult their own tax advisors regarding the particular consequences of the Merger, including the applicability and effect of all U.S. federal, state and local, and foreign tax laws.

The Merger qualifies as a "reorganization" under Internal Revenue Code Section 368(a)(1)(A). Accordingly, U.S. shareholders of GAGFAH will generally not be subject to U.S. federal income tax as a result of the exchange of GAGFAH shares for Vonovia shares except in connection with cash received in lieu of fractional shares (discussed above). A U.S. shareholder's aggregate tax basis in the Vonovia shares received in the Merger generally will equal the U.S. shareholder's aggregate tax basis in the GAGFAH shares surrendered in exchange therefor. An illustrative example is provided below.

Part II, Line 16

The adjusted tax basis of Vonovia shares received in the Merger will be the adjusted tax basis of GAGFAH shares exchanged therefor, adjusted to reflect to the exchange ratio used in the Merger. As discussed above, the effect of the Merger is that each GAGFAH share is exchanged for 0.57 Vonovia shares, less the tax basis allocated to the portion of the shares of GAGFAH shares attributable to cash received in lieu of fractional Vonovia shares.

The following example illustrates the method for a GAGFAH shareholder to calculate her basis in Vonovia shares as a consequence of the Merger. This example is meant to be illustrative only. The issuer cannot provide tax advice; shareholders are strongly encouraged to consult their own tax advisors regarding the particular consequences of the Merger, including the applicability and effect of all U.S. federal, state and local, and foreign tax laws.

Example: Prior to the Merger, Shareholder owns 1,000 GAGFAH shares, with an adjusted basis of \$100 per share, for an aggregate basis of \$100,000. Shareholder does not actually or constructively own any Vonovia shares other than the Vonovia shares that she will receive in connection with the Merger.

In connection with the Merger, she exchanges all 1,000 of her GAGFAH shares for 570 Vonovia shares (1,000 x 0.57). She allocates her \$100,000 aggregate basis to the 570 Vonovia shares (minus whatever amount received for any fractional Vonovia shares). Thus, Shareholder takes a basis in each Vonovia share of approximately \$175.44.

Part II, Line 17

Internal Revenue Code Sections 358 and 368.

Part II, Line 18

See Line 15 (gain or loss generally not recognized except in connection with cash received in lieu of fractional shares).

Part II, Line 19

The Merger was executed on 12 July 2017. For a GAGFAH shareholder whose taxable year is a calendar year, the reportable tax year is 2017.