NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR OTHER COUNTRIES WHERE SUCH A PUBLICATION COULD BE UNLAWFUL

AD HOC NOTIFICATION PURSUANT TO ARTICLE 17 OF THE MARKET ABUSE REGULATION

***CAPITAL INCREASE***

Vonovia launches cash capital increase through accelerated bookbuilding

Bochum, 13 May 2019 - Today, the management board of Vonovia SE ("Vonovia"), with the approval of the finance committee of the supervisory board, resolved on a capital increase against cash contributions through partial utilization of the authorized capital. The share capital of Vonovia will be increased by issuing new no‐par value ordinary registered shares against cash contributions under the exclusion of shareholders' subscription rights, targeting gross proceeds of EUR 650 million. The new shares will carry full dividend rights as from 1 January 2019. The dividend of EUR 1.44 per share for the financial year 2018 to be resolved on by the annual general meeting on 16 May 2019 will only be granted to the 518,077,934 existing shares (ISIN DE000A1ML7J1). The new shares will bear a separate ISIN (DE000A2YNSZ6) until 21 May 2019.

The new shares will be offered for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process. The private placement will be initiated immediately after this notification. The management board, with the approval of the finance committee of the supervisory board, will determine and announce the final number of shares to be issued, the placement price and the final gross proceeds following the conclusion of the accelerated bookbuilding process, with the announcement of the results expected later today. Following the private placement, Vonovia will be subject to a lock-up 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 2018.

It is expected that the new shares will be admitted to trading without a prospectus on 17 May 2019 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 on the Luxemburg Stock Exchange on 21 May 2019.

On 19 December 2018, Victoria Park AB, in which Vonovia holds 81.7% of the voting rights and another 12.4% via call options, announced a portfolio acquisition consisting of 2,340 apartments for a consideration of approximately EUR 450 million. The net proceeds from the capital increase shall be used to refinance the Swedish portfolio acquisition on group level and to fund future growth, with the remainder for general corporate purposes.

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Important notice
The distribution of this announcement and the offering of the shares of Vonovia in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. 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.

Securities may not be offered or sold absent registration except pursuant to an exemption from, or a transaction not subject to, the registration requirements under the U.S. Securities Act of 1933, as amended. 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.

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.

Information to Distributors

Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

Contact:

Vonovia SE
Rene Hoffmann
Head of Investor Relations
Telephone: +49(0)234 314 - 1629
[email protected]