DGAP-News: Vonovia SE / Key word(s): AGM/EGM Vonovia SE shareholders back the planned takeover of Deutsche Wohnen 30.11.2015 / 13:47 The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Information to the Media NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO EXCHANGE OR PURCHASE NOR A SOLICITATION OF AN OFFER TO EXCHANGE OR PURCHASE SHARES. Vonovia shareholders back the planned takeover of Deutsche Wohnen - 78.21 % of shareholders vote for the non-cash capital increase - Offer will be presented to the shareholders of Deutsche Wohnen promptly - Minimum acceptance level of 50 % plus one share (fully diluted) sufficient to realise full synergy potential - Customers and shareholders will benefit equally from economies of scale and synergies Bochum, November 30, 2015 - The shareholders of Vonovia SE ("Vonovia") support the company's intention to submit a takeover offer to the shareholders of Deutsche Wohnen. At today's extraordinary general shareholders' meeting, 78.21 % of the capital represented at the time of the resolution voted in favour of the increase in subscribed capital required for the takeover offer. As a result, the necessary acceptance threshold of 75 % was reached. "We have always been clear that the decision rests with the shareholders. Today's strong show of support enables us to proceed with the takeover offer that we will now submit to the shareholders of Deutsche Wohnen. I would like to thank our shareholders for their continued support for the strategy we have pursued since the IPO," says Rolf Buch, CEO of Vonovia. With regard to the announcement of Deutsche Wohnen on 27 November to buy a portfolio of 15,200 units, Rolf Buch adds: "We have thoroughly assessed the impact of Deutsche Wohnen's acquisition of the 'Harald Portfolio' and have decided to pursue our proposed takeover offer. The approval we obtained today further supports our direct approach to both companies' shareholders. With the beginning of the acceptance period the final decision will then be in the hands of the shareholders of Deutsche Wohnen", Rolf Buch added. A key condition for the completion of the takeover is that Vonovia is offered at least 50 % plus one share (fully diluted). This is the minimum threshold at which Vonovia can realise the full synergy potential. Vonovia SE Philippstrasse 3 44803 Bochum Klaus Markus Head of Corporate Communications Phone +49 234 314-1149 [email protected] Thomas Eisenlohr Head of Investor Relations Phone +49 234 314-2384 [email protected] www.vonovia.de The portfolios of Deutsche Wohnen and Vonovia are an ideal complement to each other, from both a regional and a qualitative perspective. This also takes into consideration Deutsche Wohnen's latest acquisition of the "Harald portfolio". Based on their established management platform Vonovia expects synergies of EUR 84 million, secured within 24 months of closing and excluding the additional synergies from the "Harald portfolio". As already demonstrated by the integration of GAGFAH, DeWAG and Vitus, tenants and shareholders benefit in equal measure from economies of scale and synergy potential. Vonovia is simultaneously investing between EUR 660 million and EUR 680 million in its property portfolio, with EUR 315 million allocated to "senior-friendly" and "energy-efficient" housing. Overall, this represents investments of between EUR 31 and EUR 32 per square metre for 2015 as a whole. This once again underlines the company's goal of a further improvement in the quality of its housing stocks. Regardless of whether the takeover of Deutsche Wohnen is successful, funds for modernisations are expected to grow considerably in the next year, rising by approximately 38 % to between EUR 430 million and EUR 500 million (2015: approximately between EUR 330 million and EUR 350 million). In addition to energy-efficient building refurbishments and age-appropriate apartment conversions, attic conversions and space creations will play an increasing role. About Vonovia Vonovia SE is one of Germany's leading real estate companies. Vonovia currently owns and manages some 367,000 residential units in all of Germany's attractive cities and regions. Its portfolio is worth approximately EUR 23 billion. As a modern service company, Vonovia focuses on customer orientation and tenant satisfaction. Offering tenants affordable, attractive and liveable homes is a prerequisite for the company's continued successful development. Accordingly, Vonovia makes long-term investments in the maintenance, modernisation and senior-friendly conversion of its buildings. The company, which is based in Bochum, has been listed on the stock exchange since 2013 and on the DAX 30 since September 2015. Vonovia SE is also listed in the international indices STOXX Europe 600, MSCI Germany, GPR 250 and EPRA/NAREIT Europe. Vonovia has a workforce of approximately 6,100 employees. Additional information: Approval: Regulated Market / Prime Standard, Frankfurt Stock Exchange ISIN: DE000A1ML7J1 WKN: A1ML7J Common code 094567408 Registered office of Vonovia SE: Münsterstrasse 248, 40470 Düsseldorf, Germany Business address of Vonovia SE: Philippstrasse 3, 44803 Bochum, Germany This press release has been issued by Vonovia SE and/or its subsidiaries solely for information purposes. This press release may contain statements, assumptions, opinions and predictions about the anticipated future development of Vonovia ("forward-looking statements") that reproduce various assumptions regarding results derived from Vonovia's current business or from publicly available sources that have not been subject to an independent audit or in-depth evaluation by Vonovia and that may turn out to be incorrect at a later stage. All forward-looking statements express current expectations based on the cur-rent business plan and various other assumptions and therefore come with risks and uncertainties that are not insignificant. All forward-looking statements should not therefore be taken as a guarantee for future performance or results and, furthermore, do not necessarily constitute appropriate indicators that the forecast results will be achieved. All forward-looking statements relate solely to the day on which this press release was issued to its recipients. It is the responsibility of the recipients of this press release to conduct a more detailed analysis of the validity of forward-looking statements and the underlying as-assumptions. Vonovia accepts no responsibility for any direct or indirect damages or losses or subsequent damages or losses, as well as penalties that the recipients may incur by using the press release, its con-tents and, in particular, all forward-looking statements or in any other way, as far as this is legally per-missile. Vonovia does not provide any guarantees or assurances (either explicitly or implicitly) in respect of the information contained in this press release. Vonovia is not obliged to update or correct the information, forward-looking statements or conclusions drawn in this press release or to include subsequent events or circumstances or to report inaccuracies that become known after the date of this press release. The shares referenced herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or any other jurisdiction of the USA. Securities may only be offered or sold within the USA pursuant to, or in a transaction not subject to or exempt from, the registration requirement of the Securities Act. There will be no public offering in the USA. If Venison SE shares may in Venison SE's opinion not be offered or delivered to a U.S. shareholder according to the U.S. Securities Act of 1933, such U.S. shareholder that validly accepts the offer will receive, in lieu of Venison SE shares to which it would otherwise be entitled the net cash proceeds of the sale of such Venison SE shares in euro. --------------------------------------------------------------------------- 30.11.2015 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Vonovia SE Philippstraße 3 44803 Bochum Germany Phone: +49 234 314 2384 Fax: +49 234 314 888 2384 E-mail: [email protected] Internet: www.vonovia.de ISIN: DE000A1ML7J1 WKN: A1ML7J Indices: DAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart End of News DGAP News Service --------------------------------------------------------------------------- 419305 30.11.2015