DGAP-News: Vonovia SE / Key word(s): Mergers & Acquisitions Vonovia SE: Bundeskartellamt clears plans of Vonovia to combine with Deutsche Wohnen 07.12.2015 / 11:13 The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Bundeskartellamt clears plans of Vonovia to combine with Deutsche Wohnen NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Bochum, December 7, 2015 - The German merger control authority ("Bundeskartellamt") has cleared plans of Vonovia SE ("Vonovia") to combine with Deutsche Wohnen AG ("Deutsche Wohnen") without conditions and obligations. The combination of Vonovia and Deutsche Wohnen would create a company with a portfolio comprising around 500,000 residential units and an aggregate market capitalisation in excess of EUR 20bn. Approval by the Bundeskartellamt, marks the fulfilment of an important completion condition for Vonovia's takeover offer. The offer period commenced on December 1, 2015 and is scheduled to expire at 24:00 hours CET on 26 January 2016, unless otherwise extended. During this period, shareholders of Deutsche Wohnen can accept the offer and tender their shares in Deutsche Wohnen.

Klaus Markus                                    Thomas Eisenlohr
Head of Corporate                               Head of Investor Relations
Communications
T +49 234 / 314 - 1149                          T +49 234 / 314 - 2384
[email protected]                         [email protected]

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 Important information: This press release is neither an offer to exchange nor a solicitation of an offer to exchange shares in Deutsche Wohnen AG. Moreover, the press release is neither an offer to purchase nor a solicitation to purchase shares in Vonovia SE. The terms and further provisions regarding the public takeover offer are disclosed in the offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of shares in Deutsche Wohnen AG are strongly recommended to read the offer document and all documents in connection with the public takeover offer, since they contain important information. Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer is not being made directly or indirectly, in any jurisdiction where to do so would constitute a violation against the national laws of such jurisdiction. The shares in Vonovia SE have not been nor will they be registered under the U.S. Securities Act of 1933 as amended or with any securities regulatory authority of a state or any other jurisdiction in the USA. Therefore, subject to certain exceptions, shares in Vonovia SE must not be offered or sold within the USA or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. There will be no registration of the shares in Vonovia SE mentioned herein pursuant to the relevant laws in the USA. If, in the opinion of Vonovia SE, the Vonovia Shares may neither be offered nor transferred to a U.S. shareholder pursuant to the provisions of the U.S. Securities Act of 1933, such U.S. shareholder who has validly accepted the offer will, in lieu of the number of Vonovia Shares to which he is entitled, receive a corresponding cash amount in Euro from the sale of the respective number of Vonovia Shares. To the extent permissible under applicable law or regulation, and in accordance with normal German market practice, Vonovia SE or its brokers may purchase, or conclude agreements to purchase, shares in Deutsche Wohnen AG, directly or indirectly, out of the public takeover offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in Deutsche Wohnen AG These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction. If any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Vonovia SE and the persons acting together with Vonovia SE. Such forward-looking statements are based on current plans, estimates and forecasts which Vonovia SE and the persons acting together with Vonovia SE have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Vonovia SE or the persons acting together with Vonovia SE. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. --------------------------------------------------------------------------- 07.12.2015 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 --------------------------------------------------------------------------- 421545 07.12.2015