DGAP-Ad-hoc: Vonovia SE / Key word(s): Capital Increase Vonovia SE successfully completes cash capital increase 03-May-2018 / 22:10 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- AD HOC NOTIFICATION PURSUANT TO ARTICLE 17 OF THE MARKET ABUSE REGULATION *** Capital increase*** Vonovia successfully completes cash capital increase Bochum, 3 May 2018 - Vonovia SE ("Vonovia") has decided to increase its share capital through partial utilization of its authorized capital under the exclusion of shareholders' subscription rights from EUR 485,100,826.00 by EUR 26,000,000.00 to EUR 511,100,826.00. The 26,000,000 new no‐par value ordinary registered shares were placed in a private placement with institutional investors by way of an accelerated bookbuilding process and carry full dividend rights as from 1 January 2018. The dividend of EUR 1.32 per share for the financial year 2017 to be resolved on by the annual general meeting on 9 May 2018 will only be granted to the 485,100,826 existing shares (ISIN DE000A1ML7J1). The shares were placed at a placement price of EUR 38.30 per share. Vonovia will generate gross proceeds amounting to EUR 995.8 million before deduction of commissions and expenses. The net proceeds from the capital increase will be used, inter alia, in connection with the takeover offer to the shareholders of Victoria Park AB announced this morning. It is expected that the new shares will be admitted to trading without a prospectus on 8 May 2018 and will be included in the existing quotation in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange and Luxemburg Stock Exchange on 10 May 2018. Vonovia committed to a lock-up period of 90 days, subject to certain exemptions, including the potential issuance of new shares in connection with the scrip dividend announced for the financial year 2017. ******* Important notice This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. This release is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Any public offering of securities to be made in the United States of America would be made by means of a prospectus that could be obtained from Vonovia and would contain detailed information about Vonovia and management, as well as financial statements. There will be no public offer of securities in the United States of America or in any other jurisdiction. In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (as amended, the "Prospectus Directive") ("Qualified Investors"). In the United Kingdom, this announcement is only addressed to and directed at Qualified Investors who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (ii) falling within Article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order. The distribution of this announcement and the offering of the shares of Vonovia SE in certain jurisdictions may be restricted by law. In particular, the securities referred to herein may not be offered or sold in the United States of America, Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of the United States of America, Australia, Canada or Japan. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. To the extent this announcement contains predictions, expectations or statements, estimates, opinions and projections with respect to anticipated future performance of Vonovia ("forward-looking statements"), they are based upon current views and assumptions of the Vonovia management, which were made to its best knowledge. Forward-looking statements reflect various assumptions taken from Vonovia's current business plan or from public sources which have not been independently verified or assessed by Vonovia and which may or may not prove to be correct. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of Vonovia or the success of the housing industry to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving this document are advised not to rely on these forward-looking statements. Vonovia does not assume any liability or guarantee for such forward-looking statements and will not adjust them to any future results and developments. Contact: Contacts: Vonovia SE Rene Hoffmann Head of Investor Relations Telephone: +49(0)234 314 - 1629 [email protected] Vonovia SE Klaus Markus Head of Corporate Communications Telephone +49(0)234 314 - 1149 [email protected] --------------------------------------------------------------------------- 03-May-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Vonovia SE Universitätsstraße 133 44803 Bochum Germany Phone: +49 234 314 1609 Fax: +49 234 314 2995 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, Tradegate Exchange End of Announcement DGAP News Service --------------------------------------------------------------------------- 682433 03-May-2018 CET/CEST