- Convenience Translation -
Articles of Association of Deutsche Wohnen SE I. General provisions Article 1 Type of legal entity, company name, registered office and financial yearThe Company shall be a European Company (Societas Europaea, SE) with the name
Deutsche Wohnen SEand its registered office in Berlin, Germany.
Its financial year shall start on 1 January (the first of January) each year and finish on 31 December (the thirty-first of December) of the same year.
The Company's business purpose shall be the acquisition, administration, leasing, management and sale of residential properties, care facilities and other properties. The Company may develop, modernise and maintain properties as well as provide services and engage in collaborations of all kinds.
The Company may operate in the aforementioned business areas both by itself and through subsidiaries and affiliates whose business purpose covers the Company's business areas either completely or in parts. It may establish or acquire such enterprises; it may either manage subsidiaries collectively or confine itself to managing its investments, and it may exercise control over its investments in such enterprises. The Company may also take any actions and measures that are related to its purpose or are intended to serve that purpose either directly or indirectly.
The Company does not engage in activities that would qualify it as an investment fund within the meaning of the German Capital Investment Code (Kapitalanlagegesetzbuch).
The primary purpose of forming the Company is not to provide returns for its shareholders through the sale of subsidiaries or affiliated companies.
Article 3 CommunicationsThe Company's announcements shall be published in the German Federal Gazette (Bundesanzeiger).
The Company may also send information to shareholders, intermediaries, shareholder associations and other third parties via remote data transmission, subject to legal requirements. The same applies to the transmission of such information to shareholders via intermediaries, shareholder associations and other third parties.
The Company's share capital shall be EUR 400,296,988.00 (in words: four hundred million two hundred and ninety-six thousand nine hundred and eighty-eight euros), divided into 400,296,988 (in words: four hundred million two hundred and ninety-six thousand nine hundred and eighty-eight) no-par value shares with a notional interest in the share capital of EUR 1.00 per share.
The shares shall be bearer shares.
When issuing new shares, the profit distribution regarding new shares may deviate from the provisions of section 60 (2) sentence 3 of the German Stock Corporation Act (AktG).
The form of share certificates, dividend and renewal coupons, as well as bonds and interest and renewal coupons, shall be determined by the Management Board. Shareholders shall have no right to the issuance of individual share certificates representing their shares or to the issuance of dividend and renewal coupons. The Company is entitled to issue share certificates, each of which represents one or several shares. Certification is excluded altogether for such shares that are entered as electronic shares in an electronic securities register.
The Management Board is authorised, upon approval from the Supervisory Board, to increase the Company's share capital by up to EUR 120,000,000.00 until 14 June 2028
through the issuance of up to 120,000,000 new no-par value bearer shares against cash and/or non-cash contributions ("authorised capital 2023").
In 2023, the Management Board may only utilise authorised capital up to a maximum of 30% of the share capital at the time this authorisation takes effect or - if this value is lower - at the time of exercising this authorisation. The maximum limit of 30% of the share capital shall include shares issued or to be issued for the purpose of servicing bonds with conversion or option rights or with conversion or option obligations from conditional capital, provided that such bonds were issued during the term of this authorisation. The maximum limit, reduced as described in the preceding sentences of this subsection, shall be reinstated upon the effectiveness of a new authorisation passed by the Annual General Meeting (hereinafter: AGM) under section 202 or 221 AktG (in conjunction with conditional capital under section 192 AktG), to the extent permitted by the new authorisation, but up to a maximum of 30% of the share capital as stipulated in sentence 1 of this subsection.
Shareholders must generally be given subscription rights. Under section 186 subsection 5 AktG, shares may also be underwritten by one or more banks or by one or more entities operating under section 53 (1) sentence 1 or section 53b (1) sentence 1 or 53b
(7) of the German Banking Act (Gesetz über das Kreditwesen) with the obligation to offer them to the Company's shareholders for subscription (commonly referred to as an indirect subscription right).
However, the Management Board is authorised, with approval from the Supervisory Board, to exclude shareholders' subscription rights from one or more capital increases within the limits of the authorised capital:
To exclude fractional amounts from the subscription right.
If necessary, to provide subscription rights to holders or creditors of convertible bonds, bonds with warrants, profit participation rights, and/or participating bonds (or combinations of such instruments), hereinafter collectively referred to as "bonds," that carry conversion or option rights or conversion or option obligations and have been or will be issued by the Company or by companies dependent on the Company or directly or indirectly majority-owned by the Company; such subscription rights shall relate to new no-par value bearer shares in the Company to the extent to which the recipients of such rights would be entitled as shareholders after exercising the option or conversion rights or after the fulfilment of conversion or option obligations.
To issue shares against cash contributions if the issue price of the new shares is not significantly lower than the stock market price of the shares of the same class and attributes already listed, within the meaning of sections 203(1) and (2),
186(3) sentence 4 AktG; furthermore, the proportionate amount of share capital attributable to the new shares issued, with the exclusion of subscription rights under section 186(3) sentence 4 AktG, must not exceed 10% of the overall share capital, either at the time when this authorisation becomes effective or - if the value is lower - at the time when this authorisation is exercised. This maximum limit of 10% of the share capital shall include Company shares: (i) that are issued or disposed of during the term of this authorisation, excluding shareholders' subscription rights pursuant to or in accordance with section 186 (3) sentence 4 AktG; and (ii) that have been or will be issued to service bonds with conversion or option rights or with conversion or option obligations, provided that these bonds were issued with the exclusion of subscription rights pursuant to section 186 subsection 3 sentence 4 AktG during the term of this authorisation. The reduced maximum limit as detailed in the preceding sentences of this subsection shall be increased again when a new authorisation to exclude shareholders' subscription rights comes into effect under section 186 subsection 3 sentence 4 AktG, pursuant to an AGM resolution, to the extent permitted by the new authorisation, but up to a maximum of 10% of the share capital according to the provisions of sentence 1 of this subsection.
To issue shares against contributions in kind, particularly - but not limited to -for the purpose of acquiring (including indirectly) companies, parts of companies, equity interests in companies, and other assets (including receivables), as well as real estate and real estate portfolios in connection with an acquisition project, or to service bonds within the meaning of article 5 (4) (ii), issued against contributions in kind; and
To implement a scrip dividend, whereby Company shares are issued (including partially and/or optionally) against the contribution of shareholders' dividend claims (scrip dividend).
The authorisations contained in the above subsections to exclude subscription rights in the event of capital increases against cash and/or non-cash contributions are limited to a total amount up to a maximum of 10% of the share capital, either at the time when this authorisation becomes effective or - if this value is lower - at the time when this authorisation is exercised. The aforementioned 10% limit shall include Company shares
(i) that are issued during the term of this authorisation to the exclusion of subscription rights under other authorisations and (ii) that have been or will be issued to service bonds in cases where the bonds were issued during the term of this authorisation to the exclusion of shareholders' subscription rights. The reduced maximum limit as detailed in the preceding sentences of this subsection shall be increased again upon the effectiveness of a new authorisation, approved by the AGM, to exclude shareholders' subscription rights; this increase shall be to the extent permitted by the new
authorisation, but up to no more than 10% of the share capital as stipulated in sentence 1 of this subsection.
The new shares created on the basis of the authorised capital in 2023 shall participate in profits from the beginning of the financial year in which they were created and for all subsequent financial years; however, the Management Board may, subject to legal requirements and approval from the Supervisory Board, stipulate that the new shares shall participate in profits from the beginning of the financial year for which the AGM has not yet passed a resolution on the appropriation of net profit at the time of the capital increase.
Furthermore, the Management Board is authorised, with the consent of the Supervisory Board, to determine the further details of the rights and conditions concerning the issue of shares.
The Supervisory Board is hereby authorised to amend the wording of articles 4 (1) and 5 of the Articles of Association in accordance with the relevant utilisation of the authorised capital for 2023 and also after the expiry of the authorisation.
Conditional capital shall be created to service convertible bonds, bonds with warrants, profit participation rights and/or participating bonds (or combinations of such instruments) (hereinafter collectively referred to as "bonds") that can be issued on the basis of the authorisation resolution adopted by the AGM on 15 June 2023 under agenda item 16.
The share capital shall be conditionally increased by up to EUR 120,000,000.00 by issuing up to 120,000,000 new no-par value registered shares with dividend rights ("conditional capital 2023").
The conditional capital shall only be increased to the extent that the holders or creditors of bonds issued or guaranteed by the Company, by dependent companies or by companies in which the Company holds direct or indirect majority interests on the basis of the above authorisation resolution of the AGM exercise their conversion or option rights or fulfil conversion or option obligations arising from such bonds; this also applies if the Company provides shares in the Company instead of paying the amount of money due, and if the conversion or option rights or conversion or option obligations are not satisfied by treasury shares, shares from authorised capital or other forms of compensation.
The new shares shall be issued at the conversion or option price that is to be determined in accordance with the aforementioned authorisation resolution of the AGM.
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