Deutsche Wohnen SeXETR: DWNI

Invitation to the Annual General Meeting (DeutscheWohnen Invitation to the 2026 Annual General Meeting)

· Issued by Deutsche Wohnen SE


DEUTSCHE WOHNEN SE

Invitation to the Annual General Meeting

2026



Deutsche Wohnen SE

Berlin

ISIN DE000A0HN5C6 WKN A0HN5C

Invitation to the 2026 Annual General Meeting

The shareholders in our Company are cordially invited to the

Annual General Meeting

held at RuhrCongress Bochum, Stadionring 20, 44791 Bochum, Germany

on

Tuesday, 19 May 2026

at 10:00 hours.

  1. Agenda
    1. ‌Presentation of the adopted annual financial statements of Deutsche Wohnen SE and the approved consolidated annual financial statements and of the combined management report for Deutsche Wohnen SE and the Group as at 31 December 2025, and of the report of the Supervisory Board for the 2025 fiscal year

      The above documents also include the explanatory report on disclosures pursuant to section 289a and section 315a of the German Commercial Code (Handelsgesetzbuch - HGB) for the 2025 fiscal year. The above documents are available from the time the Annual General Meeting is convened via the Deutsche Wohnen SE website at https://ir.deutsche-wohnen.com/hv and at the Annual General Meeting and will be explained by the Management Board or - in the case of the Supervisory Board report - by the Chair of the Supervisory Board during the Annual General Meeting. As part of their right to information, shareholders will have the opportunity to ask questions about the documents submitted.

      The Supervisory Board has approved the annual financial statements and the consolidated annual financial statements prepared by the Management Board; the annual financial statements are thus adopted. Therefore, a resolution of the Annual General Meeting regarding this Agenda Item 1 is not necessary and thus not envisaged.

    2. Allocation of net profit of Deutsche Wohnen SE for the 2025 fiscal year

      The Management Board and the Supervisory Board propose that the balance sheet profit of EUR 55,169,882.70 as presented in the adopted annual financial statements as at 31 December 2025 be allocated as follows:

      A dividend of EUR 0.04 shall be paid per no-par-value share of the Company which is entitled to dividend payment for the 2025 fiscal year; with currently 396,934,985 no-par-value shares being entitled to dividend

      payment: EUR 15,877,399.40

      Allocation to other retained earnings EUR 39,292,483.30

      Profit carried forward: EUR 0.00

      Balance sheet profit: EUR 55,169,882.70

      The dividend is due for payment on 22 May 2026.

      The proposal for the allocation of net profit is based on the number of no-par-value shares entitled to dividend payment for the past 2025 fiscal year of which the Company was aware on the day of the invitation to the Annual General Meeting. In addition, on the date on which the Annual General Meeting is convened, the Company holds 3,362,003 own shares not entitled to dividend payment. Should the number of no-par-value shares entitled to dividend payment change until the Annual General Meeting, a resolution proposal will be put to the vote at the Annual General Meeting that has been modified accordingly to comprise an unchanged dividend of EUR 0.04 per no-par-value share entitled to dividend payment for the completed 2025 fiscal year as well as a correspondingly adjusted proposal for the allocation to other retained earnings. The sum not relating to no-par-value shares shall be allocated to other retained earnings.

    3. Formal approval of the actions of the Management Board members in the 2025 fiscal year

      The Management Board and the Supervisory Board propose that the actions of the incumbent Management Board members in the 2025 fiscal year be approved.

    4. Formal approval of the actions of the Supervisory Board members in the 2025 fiscal year

      The Management Board and the Supervisory Board propose that the actions of the incumbent Supervisory Board members in the 2025 fiscal year be approved.

    5. ‌Election of the auditor of the annual financial statements and of the consolidated annual financial statements and election of the auditor for the review of the half-year financial report and potential interim financial reports for periods up to and including the first quarter of the 2027 fiscal year; election of the auditor of the sustainability reporting for the 2026 fiscal year
      1. Based on the recommendation of its Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as auditor of the annual financial statements and of the consolidated annual financial statements and as auditor for the review of the half-year report for the 2026 fiscal year and for the potential review of interim financial reports for the 2026 fiscal year and the first quarter of the 2027 fiscal year.

      2. Based on the recommendation of its Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as auditor of the sustainability report for the 2026 fiscal year. The auditor of the sustainability reporting is elected as a precautionary measure for the eventuality that Deutsche Wohnen is not exempted from preparing a sustainability report, and that German legislators, in

        transposing Art. 37 of the Auditor Directive 2006/43/EG as amended by Directive (EU) 2025/794 of 14 April 2024 within the CSRD (EU) 2022/2464 of 14 December 2022, should demand an explicit choice of this auditor by the General Meeting, i.e. should the audit of the sustainability reporting not automatically be the auditor's responsibility under German law implementing the EU Directive.

        Pursuant to Article 16(2) third sub-paragraph of the EU Auditors Regulation, the Audit Committee of the Supervisory Board has stated that its recommendations are free from any undue influence by a third party and that there are no restrictions regarding the choice of a particular auditor or audit firm (Article 16(6) of the EU Auditors Regulation).

    6. ‌Approval of the remuneration report for the 2025 fiscal year

      The Management Board and the Supervisory Board have prepared the remuneration report for the 2025 fiscal year in accordance with section 162 of the German Stock Corporation Act (Aktiengesetz - AktG) and submit it to the General Meeting for approval in accordance with section 120a(4) AktG.

      In accordance with section 162(3) AktG, the remuneration report was reviewed by the auditor to determine whether the legally required information pursuant to section 162(1) and (2) AktG had been provided. In addition to the statutory requirements, a substantive audit was also performed by the auditor. The report on the audit of the remuneration report is attached to the remuneration report.

      The remuneration report for the 2025 fiscal year is published on the Com-pany's website at https://ir.deutsche-wohnen.com/hv pursuant to section 124a sentence 1 no. 4 AktG and will also be available there during the Annual General Meeting.

      The Management Board and the Supervisory Board propose to approve the remuneration report for the 2025 fiscal year prepared and audited in accordance with section 162 AktG.

    7. Approval of the remuneration system for the Management Board members

      Pursuant to Section 120a AktG, the Annual General Meeting of a listed company must adopt a resolution on the endorsement of the remuneration system for Management Board members resolved by the Supervisory Board in accordance with Section 87a AktG whenever the system is modified substantially, but at a minimum every four years.

      By resolution dated 2 March 2026, the Supervisory Board adopted a revised remuneration system for the Management Board members and resolved to submit it to the Annual General Meeting for approval in accordance with section 120a(1), (3) AktG. In accordance with section 124a sentence 1 no. 4 AktG, the remuneration system is published on the Company's website at https://ir.deutsche-wohnen.com/hv and will also be available there during the Annual General Meeting.

      Based on the recommendation of its Human Resources and Compensation Committee, the Supervisory Board proposes that the remuneration system for the Management Board members as resolved by the Supervisory Board in its resolution dated 2 March 2026 be approved.

    8. Approval of the remuneration system for Supervisory Board members; amendment of compensation for Supervisory Board members and corresponding amendment of section 10(6) of the Articles of Association

      In light of the execution of a domination and profit and loss transfer agreement with Vonovia SE, the Supervisory Board has conducted a review of the existing remuneration system for its Supervisory Board and has determined that the currently applicable remuneration for the Supervisory Board no longer appropriately reflects the scope, significance, and responsibilities of Supervisory Board service in view of the heightened integration into the Vonovia Group. The Supervisory Board therefore proposes to adjust the remuneration of the Supervisory Board as described below, with effect from the day following the 2026 Annual General Meeting, i.e., 20 May 2026, and

      to replace the current Supervisory Board remuneration system with the Supervisory Board remuneration system set out below. The new Supervisory Board remuneration and the Supervisory Board remuneration system will be submitted to the 2026 Annual General Meeting for resolution in accordance with section 113(3) AktG. The provisions of the Articles of Association regarding Supervisory Board remuneration are to be amended accordingly.

      Therefore, the Management Board and the Supervisory Board propose to resolve as follows:

      1. Remuneration and remuneration system for Supervisory Board members, information pursuant to section 113(3) and section 87a(1) sentence 2 AktG

        The system for the remuneration of the Supervisory Board members is amended and restated as follows:

        Remuneration and remuneration system of the Supervisory Board members

        of Deutsche Wohnen SE (Information in accordance with

        sections 113(3), 87a(1) sentence 2 AktG)

        The remuneration system for the Supervisory Board members complies with the statutory requirements and takes into account the recommendations and suggestions of the German Corporate Governance Code. The remuneration of the Supervisory Board members shall be balanced overall and appropriate to the responsibilities and tasks of the Supervisory Board members and the situation of the Company. In accordance with Recommendation G.18 of the German Corporate Governance Code, the Supervisory Board members shall receive a fixed remuneration solely based on their function. Performance-based remuneration is not provided for. This best reflects the independent control and advisory function of the Supervisory Board, which is not geared to the short-term success but to the long-term development of the Company.

        Each Supervisory Board member shall receive a fixed annual remuneration of EUR 40,000. The Chair of the Supervisory Board shall receive twice this amount, and a Deputy Chair shall receive one and a half times the remuneration of an ordinary Supervisory Board member.

        For membership of the Audit Committee, a Supervisory Board member shall receive an additional flat remuneration of EUR 10,000 per financial year, and the Chair of the Audit Committee shall receive EUR 20,000 per financial year. Membership of any other committees of the Supervisory Board shall be remunerated at EUR 3,500 per member and per committee for each financial year, with the respective committee Chair receiving twice this amount.

        If a financial year is shorter than 12 months, the remuneration shall be paid on a pro rata basis. Supervisory Board members who have not served on the Supervisory Board or on a committee for a full financial year, or who have not held the position of Chair or Deputy Chair of the Supervisory Board or Chair of a committee for a full financial year, shall receive remuneration pro rata (calculated daily) for each calendar month commenced in which they performed such duties.

        The remuneration shall be paid after the Annual General Meeting for the preceding financial year.

        In addition to the function-based fixed remuneration, the Company shall reimburse the Supervisory Board members for any out-of-pocket expenses incurred in the performance of their duties. Value added tax attributable to their remuneration shall be reimbursed by the Company to the extent that the Supervisory Board members are eligible to separately invoice VAT in respect of the Company and have exercised this right.

        Furthermore, the Supervisory Board members shall be included in a directors' and officers' liability insurance (D&O insurance) maintained by the Company in its interest at a reasonable level, covering officers and certain management personnel, insofar as this is possible on economically reasonable terms. The costs associated therewith shall be borne by the Company.

        The General Meeting determines the remuneration of the Supervisory Board members upon proposal of the Management Board and the Supervisory Board in the Articles of Association or by resolution. The remuneration under this Supervisory Board remuneration system shall be governed by section 10(6) to (8) of the Articles of Association of Deutsche Wohnen SE (in the new version submitted to the Annual General Meeting on 19 May 2026).

        The remuneration of the Supervisory Board members in office during the 2026 financial year shall, for the period from 1 January 2026 up to and including 19 May 2026, be calculated pro rata (on a daily basis) in accordance with the previous Supervisory Board remuneration system and the Articles of Association in its previous version. The Supervisory Board remuneration shall, for the first time, be determined from 20 May 2026-calculated pro rata (on a daily basis) for the 2026 financial year-pursuant to the provisions of this remuneration system and the correspondingly amended Articles of Association.

        The remuneration system and the individual remuneration provisions are regularly reviewed for appropriateness by the Supervisory Board. Independent, external remuneration consultants may be consulted for the review. If necessary, the Management Board and the Supervisory Board propose to the Annual General Meeting an appropriate adjustment of the remuneration. At least every four years, and in the event of proposals to amend the remuneration provisions, the Annual Meeting shall adopt a resolution on the remuneration of the Supervisory Board members. The Annual Meeting may confirm the relevant existing system of Supervisory Board remuneration or adopt a resolution to amend it. Corresponding resolution proposals to the Annual

        Meeting are submitted by the Board of Management and the Supervisory Board in accordance with the statutory division of competences in order to enable mutual controls between the two bodies. The decision on the structure of the remuneration system and the amount of remuneration is the responsibility of the Annual Meeting.

      2. Section 10(6) of the Articles of Association is reworded as follows:

      "Each ordinary Supervisory Board member of Deutsche Wohnen SE shall receive an annual remuneration of EUR 40,000. The Chair of the Supervisory Board shall receive twice this amount, and a Deputy Chair shall receive one and a half times the remuneration of an ordinary member. In addition, each Audit Committee member shall receive a flat remuneration of EUR 10,000 per financial year, and the Chair of the Audit Committee shall receive twice this amount. Membership of any other committees of the Supervisory Board shall be remunerated at EUR 3,500 per member and per committee for each financial year, with the respective committee Chair receiving twice this amount. If a financial year is shorter than 12 months, the remuneration shall be paid on a pro rata basis. Supervisory Board members who have not served on the Supervisory Board or on a committee for a full financial year, or who have not held the position of Chair or Deputy Chair of the Supervisory Board or Chair of a committee for a full financial year, shall receive remuneration pro rata (calculated daily) for each calendar month commenced in which they performed such duties. The remuneration shall be paid after the Annual General Meeting for the preceding financial year."

    9. Reduction of the Supervisory Board from six to four members

      The Management Board and the Supervisory Board propose to resolve as follows:

      Section 10(1) sentence 3 of the Articles of Association is reworded as follows:

      The Supervisory Board comprises four members.

      Otherwise, section 10(1) of the Articles of Association remains unchanged.

    10. Election of six Supervisory Board members

      The term of office of all six Supervisory Board members, namely Dr Fabian Heß, Dr Florian Stetter, Peter Hohlbein, Christoph Schauerte, Simone Trapp and Catrin Coners, shall expire upon the conclusion of the Annual General Meeting 2026 on 19 May 2026.

      Pursuant to Articles 40(2) and (3) and 9(1)(c) of the SE Regulation, in conjunction with section 17 of the SE Implementation Act and section 10(1) of the Articles of Association, the Supervisory Board shall, in any event until such time as the amendment to the Articles of Association pursuant to Agenda Item 9 has been registered, consist of six members, all of whom are elected by the Annual General Meeting. The Annual General Meeting is not bound by election proposals.

      The following election proposals are in line with the competence profile of the Supervisory Board and the objectives the Supervisory Board has set for its composition as well as the requirements of the German Corporate Governance Code (GCGC). Elections to the Supervisory Board are held on an individual basis.

      The Supervisory Board proposes, upon recommendation of its Executive and Nomination Committee, that the following persons be elected as Supervisory Board members with effect from the end of this Annual General Meeting:

      1. Dr. Fabian Heß, General Counsel of Vonovia SE, Bochum, residing in Essen

        for a term ending at the close of the Annual General Meeting resolving on the formal approval of the actions of the Supervisory Board members for the 2029 financial year;

      2. Daniel Riedl, Management Board member (CDO) of Vonovia SE, Bochum, residing in Vienna, Austria

        for a term ending at the close of the Annual General Meeting resolving on the formal approval of the actions of the Supervisory Board members for the 2029 financial year;

      3. Dr Philipp Schanze, head of department of Vonovia SE, Bochum, residing in Recklinghausen

        for a term ending at the close of the Annual General Meeting resolving on the formal approval of the actions of the Supervisory Board members for the 2029 financial year;

      4. Simone Trapp, Supervisory Board member of Deutsche Wohnen SE, Berlin, residing in Daaden

        for a term ending at the close of the Annual General Meeting resolving on the formal approval of the actions of the Supervisory Board members for the 2029 financial year;

      5. Dr Florian Stetter, independent real-estate investor, residing in Vienna, Austria

        for a period ending on the day on which the amendment to the Articles of Association under agenda item 9 is registered in the commercial register at the Company's registered office with the Charlottenburg Local Court, but in any event no later than the conclusion of the Annual General Meeting that resolves on the discharge for the 2026 financial year;

      6. Peter Hohlbein, managing director of Hohlbein & Cie. Consulting, Berlin, residing in Frankfurt am Main

        for a period ending on the day on which the amendment to the Articles of Association under Agenda Item 9 is registered in the commercial register at the Company's registered office with the Charlottenburg Local Court, but in any event no later than the conclusion of the Annual General Meeting that resolves on the discharge for the 2026 financial year.

        It is intended to propose Dr Heß, in the event of his re-election to the Supervisory Board, again as a candidate for the Chair of the Supervisory Board, and Mr Riedl, in the event of his election to the Supervisory Board, as a candidate for the Deputy Chair of the Supervisory Board.

        The curricula vitae of the candidates (including the information pursuant to section 125(1) sentence 5 AktG) are attached to this invitation to the Annual General Meeting in the Annex and are available on the Company's website at https://ir.deutsche-wohnen.com/hv.

    11. Resolution on the amendment of section 4(4) of the Articles of Association to align with section 10(6) AktG (electronic shares)

      The Financing for the Future Act (Zukunftsfinanzierungsgesetz - ZuFinG) of 11 December 2023 contains provisions enabling stock corporations to issue electronic shares in accordance with the German Electronic Securities Act (eWpG). In addition, companies are afforded the possibility, in particular, to replace shares that have previously been represented by global certificates with electronic shares of identical content.

      The introduction of electronic shares promotes the digitalization of the capital market. Electronic shares embody the same rights as shares represented by a global certificate. They differ only in that the entry in an electronic securities register pursuant to section 2(1) sentence 2 eWpG takes the place of a global certificate deposited with the central securities depository. Such a conversion is not currently specifically contemplated by the Company but is intended to remain possible in the future.

      Pursuant to section 10(6) sentence 1 AktG, as amended by the ZuFinG, the Articles of Association must exclude the certification of shares that are entered as electronic shares in an electronic securities register. In order to ensure compliance with these statutory requirements, the Company's Articles of Association are to be amended accordingly.

      Therefore, the Management Board and the Supervisory Board propose to resolve as follows:

      Section 4(4) of the Articles of Association is amended and restated as follows:

      "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."

    12. Resolution on an amendment to section 8(4) and (5) of the Articles of Association

      The Company's Articles of Association currently contain no provisions regarding the quorum of the Management Board and only incomplete provisions regarding the majorities required for resolutions of the Management Board.

      Pursuant to Article 50(1)(a) of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European Company (SE), as last amended by Regulation (EU) No. 517/2013 of 13 May 2013 (SE Regulation), the Management Board shall have a quorum if at least half of its members are present or represented. By way of derogation, where the Management Board consists of only two members, it shall have a quorum only if all members are present or represented. The existence of a quorum shall not be affected by abstentions of members who are present or represented.

      Furthermore, pursuant to Article 50(1)(b) of the SE Regulation, resolutions of the Management Board are adopted by a majority of the members present or represented. By way of deviation, resolutions of the Company's Management Board shall, as a general rule, be adopted by a majority of the votes cast. However, if the Management Board consists of two members, its resolutions shall continue to be adopted unanimously, in accordance with the existing provision of the Articles of Association.

      Therefore, the Management Board and the Supervisory Board propose to resolve as follows:

      Section 8(4) of the Articles of Association is amended and restated as follows:

      "(4) The Management Board shall have a quorum if at least half of its members are present or represented. If the Management Board consists of only two members, it shall have a quorum if all members are present or represented. The existence of a quorum shall not be affected by abstentions of members who are present or represented."

      The former section 8(4) of the Articles of Association shall become section 8(5) of the Articles of Association and shall be restated by the insertion of a new sentence 1 at the beginning, as follows:

      "(5) The Management Board shall adopt its resolutions by a simple majority of the votes cast. In the event of a tie, the Chairperson or the spokesperson of the Management Board shall have the casting vote. If the Management Board consists of two members, it shall adopt its resolutions unanimously."

    13. Resolution on an amendment to section 10(5) sentence 4 of the Articles of Association

      In light of the reduction in the size of the Supervisory Board to four members proposed under Agenda Item 9, it is intended that resolutions of committees of the Supervisory Board may already be adopted if at least two committee members participate (instead of three committee members as provided for under the current Articles of Association).

      The Management Board and the Supervisory Board therefore propose that the following resolution be adopted:

      Section 10(5) sentence 4 of the Articles of Association shall be restated as follows:

      "For resolutions adopted in the committees, section 11(2) to (7) shall apply mutatis mutandis, unless mandatory statutory provisions provide otherwise, with the proviso that the decision of the Chairperson of the Supervisory Board shall be replaced by that of the Chairperson of the committee and that a committee shall have a quorum if at least two members participate in the adoption of the resolution, either in person or by submitting their vote in writing in accordance with section 11(5)."

      Otherwise, section 10(5) of the Articles of Association remains unchanged.

    14. Resolution on an amendment to section 11(3) and (4) of the Articles of Association

      The provisions governing the adoption of resolutions by the Supervisory Board using modern electronic means of communication are to be updated. The right of individual Supervisory Board members to object to the Supervisory Board Chair's order to use such means shall be eliminated. In addition, in light of the reduction of the Supervisory Board to four members proposed under Agenda Item 9, a minimum participation of three members in Supervisory Board meetings shall be established.

      Therefore, the Management Board and the Supervisory Board propose to resolve as follows:

      Section 11(3) and (4) of the Articles of Association shall be restated as follows:

      "3. As a general rule, Supervisory Board resolutions shall be put forward at meetings. By order of the Chairperson of the Supervisory Board, resolutions may also be adopted without convening or holding a Supervisory Board meeting by submitting votes in writing, by email, by fax, via a digital portal, or by an equivalent method, including by a combination of these means of communication, to the Chairperson of the Supervisory Board. Such resolutions shall be established by the Chairperson, and the resolution documents shall be sent to the Supervisory Board members in writing, by email, by fax, or via a digital portal.

      (4) The Supervisory Board shall have a quorum if all members have been invited or have received the order pursuant to paragraph 3, and at least three members participate in the adoption of the resolution, either in person or by submitting their vote in writing in accordance with paragraph 5. The Chairperson of the Supervisory Board or their deputy shall preside. The voting system is determined by the Chair of the meeting. A member also participates in adopting a resolution where they abstain from voting.

  2. Other notifications Company's website and the documents and information available there

    This invitation to the Annual General Meeting, the documents to be made available to the Annual General Meeting and other information in connection with the Annual General Meeting are available on the Company's website at https://ir.deutsche-wohnen.com/hv from the time the Annual General Meeting is convened.

    Any shareholder countermotions, election proposals or requests to add Agenda Items subject to mandatory publication and received by the Company shall likewise be made available on the above-mentioned website. The InvestorPortal can also be accessed via the website (see below). The voting results will also be published on this website after the General Meeting.

    InvestorPortal

    The Company maintains an internet-based, password-protected online portal (InvestorPortal) at https://ir.deutsche-wohnen.com/hv. Duly registered and authorized shareholders or their proxies can partially exercise their shareholder rights electronically in advance of the general meeting via the InvestorPortal. In order to use the InvestorPortal, shareholders (or their proxies) must log in to the InvestorPortal using the individual access data they receive with the admission ticket for the general meeting.

    If users have any technical questions regarding the InvestorPortal, the employees of the Company's general meeting service provider will be happy to assist until the day before the general meeting at the following telephone number:

    Shareholder hotline: +49 89 30903 6330

    The shareholder hotline is available Monday to Friday from 9:00 hours to 17:00 hours. Excluded from this are public holidays in the Free State of Bavaria, Germany. If users have any technical questions, they can also con-

    tact the Company's general meeting service provider by email at investor-portal@computershare.de. Shareholders will receive further details regarding the InvestorPortal and the registration and usage conditions with their admission ticket or on the internet at https://ir.deutsche-wohnen.com/hv.

    Voting information

    The scheduled votes under Agenda Items 2 to 5 and 8 to 14 are binding. The vote under Agenda Item 6 on the approval of the remuneration report for the 2025 financial year, as well as the vote under Agenda Item 7 on the approval of the remuneration system for the Management Board members, are advisory in nature. For all votes, it is possible to vote "yes" (in favor) or "no" (against) or to abstain from voting.

    Information on dates and times in this invitation to the Annual General Meeting

    Any date and time specified in this invitation to the Annual General Meeting refers to Central European Summer Time (CEST). To determine the relevant dates and times according to coordinated universal time (UTC), subtract 2 hours from the CEST value (e.g. 19 May 2026, 10:00 hours CEST corresponds to 19 May 2026, 08:00 hours UTC).

    No broadcasting of the Annual General Meeting

    There will be no broadcast of the Annual General Meeting or sections thereof on the internet.

  3. Further details on the invitation

    The relevant provisions for stock corporations with registered office in Germany, in particular those of the HGB and AktG, apply to Deutsche Wohnen SE in accordance with the referring statutes of Article 5, Article 9(1)(c)(ii), Article 53 and Article 61 of Regulation (EC) No. 2157/2001 of the Council of 8 October 2001 on the Statute for a European company (SE) (SE Regulation), to the extent that the provisions of the SE Regulation do not provide otherwise.

    1. Total number of shares and voting rights on the date on which the Annual General Meeting is convened

      On the date on which the Annual General Meeting is convened, the Com-pany's share capital totals EUR 400,296,988.00 and is divided into 400,296,988 no-par-value shares. Each no-par-value share carries one vote at the Annual General Meeting. On the date on which the Annual General Meeting is convened, the Company holds 3,362,003 own shares, which carry no voting rights. The total number of shares and voting rights at the time of convening the Annual General Meeting, therefore, is 396,934,985. On the date on which the Annual General Meeting is convened, the companies affiliated with the Company within the meaning of sections 71 et seqq. AktG do not hold any of its own shares.

    2. Requirements for attending the general meeting and exercising shareholder rights, in particular voting rights

      Only those persons - in person or by proxies - who are shareholders of the Company at the close of business of the 22nd day before the general meeting, i.e. at 24:00 on Monday, 27 April 2026 (Record Date), and have registered for the general meeting in due time. Registration, together with evidence of their shareholding as at the Record Date provided by the custodian bank in the German or English languages in text form (section 126b of the German Civil Code (Bürgerliches Gesetzbuch - BGB)) or evidence pursuant to section 67c(3) AktG, must be received by no later than 24:00 on Tuesday, 12 May 2026, at one of the following addresses (the Registration Addresses):

      at the address:

      Deutsche Wohnen SE

      c/o Computershare Operations Center 80249 Munich

      or

      to the email address: anmeldestelle@computershare.de

      (duly registered shareholders).

      Usually, the custodian banks take care of the required registration and the transmission of the confirmation of shareholding on behalf of their clients. Shareholders are therefore asked to contact their relevant custodian bank as soon as possible. Following receipt of the registration together with the confirmation of shareholding, shareholders entitled to participate or their proxies will receive their admission ticket from the registration office, which contains the required access data for the InvestorPortal. Receipt of the admission ticket is not a prerequisite for attending the general meeting and exercising voting rights but merely serves to facilitate organizational matters.

      As regards the exercise of rights to participate and vote, only persons who have provided a confirmation of shareholding in due time are considered shareholders in relation to the Company. The scope of the rights to participate and vote is based exclusively on the shareholding as at the Record Date. The Record Date does not entail any block on the sale of shares held. Even in the case of a full or partial sale of shares after the Record Date, the scope of the rights to participate and vote is exclusively based on the shares held by the shareholder as at the Record Date; this means that sales of shares after the Record Date have no effect on the scope of the rights to participate and vote. The same applies to purchases and additional purchases of shares after the Record Date. Persons who do not yet own shares as at the Record Date and only become shareholders thereafter are not entitled to vote unless they obtain a relevant proxy or authority to exercise voting rights.

      Further details regarding the registration process can be found on the Com-

      pany's website at https://ir.deutsche-wohnen.com/hv.

    3. Authorization of third parties to exercise voting and other rights

      Duly registered shareholders or their proxies, after granting a corresponding power of attorney, may also appoint a proxy such as a bank, a shareholder association or some other third party to exercise their voting and other rights at the Annual General Meeting. If a shareholder appoints more than one person as proxy, the Company may refuse to accept one or more of these persons in accordance with section 134(3) sentence 2 AktG.

      The granting and revocation of the power of attorney and evidence of such authorization to the Company must be made in text form (as defined by section 126b BGB), unless a power of attorney is granted under section 135 AktG.

      When authorizing the exercise of voting rights in accordance with section

      135 AktG (granting of power of attorney to intermediaries (in particular credit institutions), shareholder associations, voting rights advisors or persons who offer to exercise voting rights at the Annual General Meeting for shareholders on a professional basis), special features must generally be taken into account. Shareholders who wish to grant a power of attorney to exercise voting rights in accordance with section 135 AktG are requested to enquire with the relevant person to be appointed as proxy and to coordinate with them about any special features of the granting of a power of attorney.

      Intermediaries (in particular credit institutions), shareholder associations, voting rights advisors and persons who offer to exercise voting rights in the Annual General Meeting for shareholders on a professional basis are advised, if they represent several shareholders, to contact the following email address in advance of the Annual General Meeting with regard to the exercise of voting rights: anmeldestelle@computershare.de.

      If neither an intermediary (in particular a credit institution), nor a shareholder association, a voting rights advisor or a person who offers to exercise voting rights in the Annual General Meeting for shareholders on a professional basis is authorized pursuant to section 135 AktG, the power of attorney may be granted either to the Company or directly to the proxy (in the latter case, evidence of such authorization must be provided to the Company in text form (section 126 BGB)).

      The admission ticket includes a proxy form. Shareholders may also issue a separate power of attorney in text form.

      The authorization granted to the Company, or evidence of an authorization granted vis-à-vis the Company, must be sent to the Company via the In-vestorPortal or by post or email to one of the Registration Addresses listed in section III.2. The same applies to revocation of the power of attorney.

      If the authorization is granted via the InvestorPortal, an admission ticket with new access data will be generated and the shareholder can decide whether these are to be sent to the proxy by post or email or whether the shareholder should hand them over to the proxy.

      In any event, for organizational reasons, the proxy or its revocation, or proof of the appointment of a proxy, must be received by the Company no later than Monday 18 May 2026, 24:00 hours.

      On the day of the general meeting, the admission control for the general meeting will also be available for this purpose from 9:00 hours onwards. Evidence of the authorization granted may also be provided by the proxy by presenting the duly issued power of attorney at the entrance gate on the day of the general meeting.

    4. Process of voting by proxies designated by the Company

      In addition, the Company has appointed Company proxies to whom duly registered shareholders or their proxies can likewise grant authority to exercise their voting rights.

      The Company proxies are obliged to vote in accordance with their instructions; they may not exercise the voting rights at their own discretion. The Company proxies may only exercise voting rights with regard to Agenda Items for which the shareholders issue clear instructions. The Company proxies do not accept any requests to speak, to lodge objections to Annual General Meeting resolutions or to raise questions or file motions.

      The power of attorney to the Company proxies and the instructions to them must be submitted in text form (section 126b BGB) to the Registered Addresses listed in section III.2 so that they are received by the Company by Monday, 18 May 2026, 24:00. The same applies to changes and the revocation of the power of attorney or instructions. The date of receipt of the power of attorney or instruction by the Company is decisive for the granting, amendment, and revocation of the power of attorney or instruction.

      Until Monday, 18 May 2026, 24:00, duly registered shareholders or their proxies can also use the InvestorPortal to exercise their voting rights by granting power of attorney to the Company proxies. Via the InvestorPortal, shareholders can also change or revoke any authorization or instruction issued up to this point in time.

      If an individual vote is taken on an Agenda Item without any notification of such vote prior to the Annual General Meeting, the instruction granted in relation to said Agenda Item shall apply accordingly to each Item of the individual vote. Instructions to the proxies appointed by the Company shall also apply to any adjustments to the proposed resolutions that are indicated in the invitation to the Annual General Meeting.

      Moreover, authorizations and instructions to proxies appointed by the Company may still be issued, amended and revoked by use of the voting card at the general meeting until the conclusion of the general debate.

      Duly registered shareholders or their proxies may attend the general meeting in person, even after authorization of a third party or Company proxies. In the event that a shareholder or their proxy attends the general meeting in person, the authorizations and instructions previously issued to the Company proxies prior to the general meeting are rendered invalid.

    5. Voting by postal vote

      Duly registered shareholders or their proxies may cast their votes in text form (section 126b BGB) or by means of electronic communication (Postal Vote).

      Postal Votes can be submitted, changed or revoked by informing the Company in text form (section 126b BGB) using one of the Registration Addresses listed in section III.2 above by 24:00 on Monday, 18 May 2026. In all of these cases, the time of receipt of the Postal Vote by the Company is decisive.

      Until Monday, 18 May 2026, 24:00, the InvestorPortal is also available for duly registered shareholders or their proxies for exercising voting rights by means of electronic Postal Vote. Via the InvestorPortal, shareholders can also change or revoke any votes previously cast by means of Postal Vote until this deadline.

      Intermediaries (in particular credit institutions), shareholder associations, proxy advisors and persons who offer to exercise voting rights at the general meeting for shareholders on a professional basis may also use postal voting.

      If an individual vote is taken on an Agenda Item without any notification of such vote prior to the Annual General Meeting, the postal vote cast in relation to said Agenda Item shall apply accordingly to each item of the individual vote. Postal votes shall also apply to any adjustments to the proposed resolutions that are indicated in the invitation to the Annual General Meeting.

    6. Additional information on exercising voting rights

      If voting rights are exercised within the deadline by multiple methods specified in this notice, or if a proxy and, where applicable, instructions are submitted by more than one method, they will be recognized in the following order, regardless of the time of receipt:

      1. via the internet (InvestorPortal), 2. in accordance with section 67c(1) and (2) sentence 3 AktG in conjunction with Article 2(1) and (3) and Article 9(4) of the Implementing Regulation (EU) 2018/1212 (only in the case of proxies and instructions, see Section III.7), 3. by email, 4. by letter, and 5. by other means specified in the invitation.

      Should different declarations (e.g. power of attorney and postal voting) be received via the same channel, the following shall apply:

      Postal votes take precedence over issuing power of attorney and instructions to the Company proxies; to this extent, the Company proxies will not make use of a power of attorney issued to them and will not represent the shares concerned. Powers of attorney and instructions to the Company proxies shall in turn take precedence over the granting of proxy authorizations and instructions to an intermediary, a shareholder association, a voting rights advisor pursuant to section 134a AktG or a person who offers to exercise voting rights at the Annual General Meeting for shareholders on a professional basis (section 135(8) AktG).

      If an intermediary, a shareholder association, a voting rights advisor pursuant to section 134a AktG or a person equivalent to these pursuant to section 135(8) AktG nominated by the shareholder or their proxy is not willing to act as proxy, the Company proxies shall be authorized to represent the shareholder in accordance with their instructions.

      The last time a declaration is revoked within the deadline shall be decisive.

    7. Information for intermediaries

      The registration for the Annual General Meeting, the granting of power of attorney and the provision of instructions to Company proxies as well as the authorization of third parties may also be transmitted to the Company via intermediaries pursuant to Section 67c (1) and (2) sentence 3 AktG in conjunction with Article 2(1) and (3) and Article 9(4) of Implementing Regulation (EU) 2018/1212 in the ISO 20022 format (e.g. via SWIFT, CMDHDEMMXXX). The registration via SWIFT requires an authorization via the SWIFT Relationship Management Application (RMA).

    8. Other shareholder rights
  1. Shareholder motions to add Agenda Items pursuant to Article 56 SE Regulation, section 50(2) of the German SE Implementation Act (SEAG) and section 122(2) AktG

    One or more shareholders whose shares jointly equate to five per cent of the share capital or to the sum of EUR 500,000.00 (this being equivalent to 500,000 shares) may demand that Agenda Items be added and made public. This quorum is required for requests to add Agenda Items made by shareholders of a European company (SE) pursuant to Article 56 sentence 3 SE Regulation in conjunction with section 50(2) SEAG; section 50(2) SEAG corresponds to the rules stipulated in section 122(2) AktG.

    Each Agenda Item to be added must be accompanied by a justification or a proposal for a resolution.

    Such requests to add Agenda Items must be addressed to the Management Board in writing (section 126 BGB) or electronically, i.e. by making use of a qualified electronic signature (section 126a BGB), and must be received by the Company at least 30 days in advance of the meeting; the day of receipt and the day of the Annual General Meeting are not to be included in this calculation. The last possible date of receipt is therefore 24:00 hours on Saturday, 18 April 2026. Any requests to add Agenda Items which are received after such date will not be taken into account.

    Any requests to add Agenda Items are to be submitted to the following address:

    Deutsche Wohnen SE

    - Management Board -Mecklenburgische Straße 57

    14197 Berlin

    Electronic submissions (section 126a BGB) of requests to add Agenda Items are to be made by email to hauptversammlung@deuwo.com.

    Additions to the agenda that are required to be published will be published in the Federal Gazette (Bundesanzeiger) immediately after receipt of the request. They shall also be published on the Company's website at https://ir.deutsche-wohnen.com/hv and shall be notified to the shareholders in accordance with section 125 (1) sentence 3 AktG.

  2. Shareholder countermotions and election proposals pursuant to section 126 and section 127 AktG

    Every shareholder has the right to file a countermotion at the Annual General Meeting in relation to specific Agenda Items to contest proposals made by the Management Board and/or Supervisory Board and to make proposals for the election of the auditor and of the auditor of the sustainability reporting (Agenda Item 5) as well as the elections of Supervisory Board members (Agenda Item 10).

    Countermotions and election proposals received by the Company at the address below at least 14 days prior to the Annual General Meeting, with the day of receipt and the day of the meeting not being included in this calculation, in other words by 24:00 hours on Monday, 4 May 2026, at the latest, will be made available without undue delay in accordance with sections 126, 127 AktG on the Company's website at https://ir.deutsche-wohnen.com/hv together with the shareholder's name, any justification and any statement made by the management.

    The reasons stated in accordance to sections 126, 127 AktG for a countermotion or election proposal or any justification not required to be made available on the Company's website are outlined on the Company's website at https://ir.deutsche-wohnen.com/hv. A justification is, in particular, not required to be made available if its total length exceeds 5,000 characters.

    Countermotions, election proposals and other shareholder requests for the General Meeting must be submitted to the following address only:

    Deutsche Wohnen SE

    - Legal Department -Mecklenburgische Straße 57

    14197 Berlin

    Email: hauptversammlung@deuwo.com

    Countermotions or election proposals addressed otherwise do not have to be made available.

    Countermotions and nominations for election shall only be considered by the Chairperson of the meeting if they are submitted during the Annual General Meeting. The right of any shareholder to submit countermotions and nominations for election during the Annual General Meeting, even without prior and timely submission to the Company, remains unaffected.

  3. Shareholders' right to request information at the general meeting Pursuant to section 131(1) AktG, the Management Board must, upon request, provide each shareholder at the General Meeting with information

regarding the Company's affairs insofar as such information is necessary for

the proper assessment of an Agenda Item. This obligation to provide information on the part of the Management Board applies equally to the Com-pany's legal and business relations with an affiliated company, the Group's situation and the companies included in the consolidated annual financial statements.

Under certain circumstances outlined in section 131(3) AktG, the Management Board may refuse to provide information. A detailed description of the conditions under which the Management Board may refuse to provide information can be found on the Company's website at https://ir.deutsche-wohnen.com/hv.

Pursuant to section 13(9) sentences 2 and 3 of the Company's Articles of Association, the Chairperson of the meeting may limit the shareholders' right to ask questions and make statements to a reasonable duration. In particular, the Chairperson may determine at the beginning or during the

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