Vonovia SE

Voluntary public takeover offer of Vonovia SE to all shareholders of conwert Immobilien Invest SE

You have entered the website which Vonovia SE has designated for the publication of documents and information in connection with its voluntary public takeover offer to all shareholders of conwert Immobilien Invest SE.

In order to access further information in connection with the takeover offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.

Important Legal Information

Vonovia SE (the Bidder) has announced on 5 September 2016 its intention to make a voluntary public takeover offer pursuant to the Austrian Takeover Code (Übernahmegesetz – ÜbG) to all shareholders of conwert Immobilien Invest SE (conwert) to acquire all shares in conwert (Takeover Offer).

The Takeover Offer is solely made on the basis of the offer document which has been prepared in accordance with the ÜbG and which has been published on 17 November 2016 (the Offer Document). 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 or will contain important information.

The Takeover Offer relates to shares in an Austrian company and is governed exclusively by the laws of Austria on the implementation of such an offer, in particular the ÜbG. The Takeover Offer is not made or intended to be made pursuant to the provisions of any other legal system. Accordingly, except for this website, no notifications, registrations, admissions or approvals in relation to the Takeover Offer or the Offer Document containing the Takeover Offer have been or will be applied for or initiated by the Bidder or the persons acting in concert with the Bidder within the meaning of section 1 para. 1 no. 6 of the ÜbG outside of Austria. The Bidder and the persons acting in concert with the Bidder therefore do not assume any responsibility for compliance with laws other than the laws of Austria.

The Takeover Offer is not and will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than Austria. Neither the Bidder, nor any person acting in concert with the Bidder, nor any of its or their subsidiaries will conduct or otherwise facilitate the public marketing of the Takeover Offer outside of Austria.

The Bidder and the persons acting in concert with the Bidder assume no responsibility for the publication, dispatch, distribution or dissemination of any documents connected with the Takeover Offer outside of Austria being compatible with the applicable requirements of jurisdictions other than those of Austria. Furthermore, the Bidder and the persons acting in concert with the Bidder assume no responsibility for the non-compliance of third parties with any laws.

The announcements made on this website do not constitute an invitation to make an offer to sell or exchange shares in conwert. With the exception of the Offer Document pursuant to the provisions of the ÜbG, announcements made on this website also do not constitute an offer to purchase or exchange shares in conwert.

To the extent permissible under applicable law or regulation, and in accordance with Austrian market practice, the Bidder or its brokers may purchase, or conclude agreements to purchase, conwert shares, directly or indirectly, outside of the scope of the Takeover Offer, during or after the period in which the Takeover Offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for conwert shares. These purchases may be completed via a stock exchange at market prices or not through a stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Austria or any other relevant jurisdiction.

The Vonovia SE shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or any other jurisdiction of the USA. Therefore, subject to certain exceptions, Vonovia SE shares may not be offered or sold within the USA or in any other jurisdiction, where to do so would be a violation of applicable law. There is no public offering of the Vonovia SE shares in the USA. If Vonovia SE shares may in Vonovia 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 Takeover Offer will receive, in lieu of Vonovia SE shares to which it would otherwise be entitled, the net cash proceeds of the sale of such Vonovia SE shares in euro.

If announcements on this website contain forward-looking statements, such statements do not represent facts and are characterised 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 the Bidder and the persons acting in concert with the Bidder, for example with regard to the potential consequences of the Takeover Offer for conwert, for those shareholders of conwert who choose not to accept the Takeover Offer or for future financial results of conwert and/or Vonovia SE. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in concert with the Bidder 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 the Bidder or the persons acting in concert with the Bidder. 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.

It is possible that the Bidder will change its intentions and assumptions reflected in the documents and announcements on this website or in the published Offer Document after the publication of these documents, announcements or the Offer Document, this in particular with regard to conwert.

By selecting the "I confirm" button, you warrant that you have read and understood the legal notice above.


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If you have any questions, please contact Investor Relations at Vonovia SE by telephone at +49 (0)234 314 1629 or by writing to Vonovia SE, Philippstraße 3, 44803 Bochum, Germany.