DGAP-News: Vonovia SE / Key word(s): Takeover Vonovia SE: Vonovia successful with conwert offer - 50% acceptance threshold exceeded (news with additional features) 19.12.2016 / 17:56 The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- 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, SELL OR PURCHASE NOR A SOLICITATION OF AN OFFER TO EXCHANGE, SELL OR PURCHASE SHARES. Vonovia successful with conwert offer - 50% acceptance threshold exceeded Bochum, 19. December 2016 - Vonovia SE ("Vonovia") has surpassed the minimum acceptance threshold of 50% plus 1 share for its takeover offer for conwert Immobilien Invest SE, Vienna ("conwert") at the end of the initial acceptance period today at 17:00 CET. Vonovia therefore confirms that its offer has been successful. The final results will become available after expiry of the subsequent re- booking period on 21 December 2016, 17:00 CET, and will be published on Vonovia's website (en.vonovia-offer.de) on 22 December 2016 and in the Wiener Zeitung on 23 December 2016. conwert shareholders who have not yet accepted the offer can tender their shares, at unchanged terms, during the additional acceptance period which will commence on 23 December 2016 and end on 23 March 2017 at 17:00 CET. Rolf Buch, Vonovia's CEO said: "The takeover will be beneficial to shareholders and tenants of both companies. I look forward to working with the conwert management on a seamless integration of our operations." Dr Alexander Proschofsky, chairman of the conwert administrative board, adds: "The majority of our shareholders have decided that they support a combination with Vonovia and see the attractive opportunity to develop conwert's potential under a new roof." Both the Austrian Federal Competition Authority and the German Federal Cartel Office have already cleared the transaction. The settlement of the offer for shares tendered during the initial acceptance period is expected for mid-January 2017 and for shares tendered during the additional acceptance period for early April 2017. About Vonovia Vonovia SE is Germany's leading nationwide residential real estate company. Vonovia currently owns and manages around 338,000 residential units in all of Germany's attractive cities and regions. Its portfolio is worth approximately EUR 24 billion. An additional 60,000 or so third-party apartments are also managed by Vonovia. As a modern service company, Vonovia focuses on customer orientation and tenant satisfaction. Offering tenants affordable, attractive and livable homes is a prerequisite for the company's successful development. Accordingly, Vonovia makes long-term investments in the maintenance, modernization and senior-friendly conversion of its properties. The company will also be creating more and more new apartments by realizing infill developments and adding on to existing 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 on the international indices STOXX Europe 600, MSCI Germany, MSCI Germany, GPR 250 and EPRA/NAREIT Europe. Vonovia has a workforce of 7,100 employees. Additional Information: Approval: Regulated Market / Prime Standard, Frankfurt Stock Exchange ISIN: DE000A1ML7J1 WKN: A1ML7J Common code: 094567408 Registered headquarters 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 (Vonovia) solely for information purposes. Moreover, it is neither an offer to exchange, sell or purchase nor a solicitation to exchange, sell or purchase Vonovia shares or shares of conwert Immobilien Invest SE (conwert). The conditions and further provisions relating to the takeover offer are published in the offer document which has been published on 17 November 2016. Investors and holders of conwert shares are strongly recommended to review the offer document and all other documents related to the takeover offer, as they contain important information. The voluntary public takeover offer will continue to be conducted solely on the basis of the applicable provisions of the Austrian law, especially the Austrian Takeover Code. It is not being and will not be conducted in accordance with the legal provisions of jurisdictions other than Austria. 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 current 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 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 contents and, in particular, all forward-looking statements or in any other way, as far as this is legally permissible. 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 (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 Vonovia shares may, in Vonovia'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 Vonovia shares to which it would otherwise be entitled the net cash proceeds of the sale of such Vonovia shares in euro. --------------------------------------------------------------------------- Additional features: Document: http://n.eqs.com/c/fncls.ssp?u=SGSTAGKUVN Document title: Vonovia successful with conwert offer --------------------------------------------------------------------------- 19.12.2016 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. Archive at 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, Tradegate Exchange End of News DGAP News Service --------------------------------------------------------------------------- 531489 19.12.2016