Vonovia : Exchange offer / Tender offer - VONOVIA SE - DE000A3MP4U9, DE000A3E5MG8, DE000A19B8E2, DE000A2R8ND3, DE000A19UR79... (6 securities)

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. Vonovia SE announces cash tender offer in respect of six series of outstanding notes due January 2027, June 2027, October 2027, January 2028, June 2028 and September 2028 29 June 2026. Vonovia SE (" Vonovia " and the " Purchaser ") announces today an invitation to eligible holders of its outstanding (i) EUR 500,000,000 1.750 % Notes due 25 January 2027 (ISIN: DE000A19B8E2) (the " January 2027 Notes "), EUR 1,000,000,000 0.375 % Notes due 16 June 2027 (ISIN: DE000A3E5MG8) (the " June 2027 Notes "), EUR 500,000,000 0.625 % Notes due 7 October 2027 (ISIN: DE000A2R8ND3) (the " October 2027 Notes "), EUR 500,000,000 1.500 % Notes due 14 January 2028 (ISIN: DE000A19UR79) (the " January 2028 Notes "), EUR 800,000,000 1.875 % Social Notes due 28 June 2028 (ISIN: DE000A3MQS64) (the " June 2028 Notes "), and EUR 1,250,000,000 0.250 % Notes due 1 September 2028 (ISIN: DE000A3MP4U9) (the " September 2028 Notes " and together with the January 2027 Notes, the June 2027 Notes, the October 2027 Notes, the January 2028 Notes, and the June 2028 Notes, the " Notes ") to tender their Notes for purchase by the Purchaser for cash up to the Maximum Acceptance Amount (as defined below) (together, the " Offers " and each such invitation, an " Offer "). The Offers are being made on the terms and subject to the conditions, including the New Financing Condition, contained in a tender offer memorandum dated 29 June 2026 (the " Tender Offer Memorandum ") prepared by the Purchaser and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Kroll Issuer Services Limited (the " Tender Agent ") as set out below. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum. Summary of the Offers Description of the Notes ISIN / Common Code / WKN Maturity Date Coupon Outstanding principal amount Fixed Purchase Price Maximum Acceptance Amount January 2027 Notes DE000A19B8E2 / 155533331 / A19B8E 25 January 2027 1.750% EUR 367,900,000 100.00% To be announced as soon as reasonably practicable after the Pricing Time on the Pricing Date. The Purchaser currently expects the Maximum Acceptance Amount to be an amount equal to EUR 1,500,000,000. June 2027 Notes DE000A3E5MG8 / 235468549 / A3E5MG 16 June 2027 0.375% EUR 800,000,000 97.80% Description of the Notes ISIN / Common Code / WKN Maturity Date Coupon Outstanding principal amount Benchmark Rate Purchase Spread Notwithstanding the above, the Purchaser reserves the right, in its sole and absolute discretion, to set the Maximum Acceptance Amount at a significantly higher or significantly lower amount. October 2027 Notes* DE000A2R8ND3 / 205977805 / A2R8ND 7 October 2027 0.625% EUR 500,000,000 October 2027 Notes Interpolated Mid-Swap Rate 5 bps January 2028 Notes* DE000A19UR79 / 175011323 / A19UR7 14 January 2028 1.500% EUR 491,500,000 January 2028 Notes Interpolated Mid-Swap Rate 5 bps The Purchaser will determine the allocation of the aggregate principal amount accepted for purchase for each Series in its sole and absolute discretion and reserves the right to accept significantly more or less (or none) of the Notes of any Series as compared to the other Series. June 2028 Notes* DE000A3MQS64 / 246293228 / A3MQS6 28 June 2028 1.875% EUR 715,200,000 June 2028 Notes Interpolated Mid-Swap Rate 10 bps September 2028 Notes* DE000A3MP4U9 / 238283302 / A3MP4U 1 September 2028 0.250% EUR 1,233,400,000 September 2028 Notes Interpolated Mid-Swap Rate 20 bps * For avoidance of doubt and in accordance with market convention, the Purchase Prices for the October 2027 Notes, the January 2028 Notes, the June 2028 Notes and the September 2028 Notes shall be determined with reference to their respective Maturity Dates. ‌Rationale for the Offers The purpose of the Offers and the planned issuance of New Notes is, amongst other things, to proactively manage the Purchaser's debt portfolio and redemptions and to extend the debt maturity profile of Vonovia SE and its consolidated subsidiaries. Notes purchased by the Purchaser pursuant to the Offers are expected to be cancelled and will not be re-issued or re-sold. Notes which have not been validly submitted and/or accepted for purchase pursuant to the Offers will remain outstanding after the Settlement Date (as set out below) in accordance with their terms. For avoidance of doubt, nothing in this announcement or the Tender Offer Memorandum constitutes a call redemption notice. ‌Purchase Prices and Purchase Consideration The Purchaser will pay for Notes validly tendered in the Offers and accepted for purchase by the Purchaser pursuant to the Offers (and subject to satisfaction or waiver of the New Financing Condition) a purchase price specific to each Series (each a " Purchase Price ") which will be determined as follows: January 2027 Notes Purchase Price The fixed purchase price for the January 2027 Notes (expressed as a percentage of the principal amount) is 100.00% (the " January 2027 Notes Purchase Price "). June 2027 Notes Purchase Price The fixed purchase price for the June 2027 Notes (expressed as a percentage of the principal amount) is 97.80% (the " June 2027 Notes Purchase Price "). October 2027 Notes Purchase Price The purchase price for the October 2027 Notes (the " October 2027 Notes Purchase Price ") will be determined by the Purchaser (in consultation with the Dealer Managers) at the Pricing Time in accordance with market convention and expressed as a percentage of the principal amount of the October 2027 Notes tendered and accepted for purchase pursuant to the October 2027 Notes Offer and is intended to reflect a yield to the scheduled maturity date of the October 2027 Notes (being 7 October 2027) on the Settlement Date equal to the October 2027 Notes Purchase Yield (calculated as the sum of the October 2027 Notes Purchase Spread of 5 bps and the October 2027 Notes Interpolated Mid-Swap Rate). The October 2027 Notes Purchase Price will equal (a) the value of all remaining payments of principal and interest on the October 2027 Notes up to and including the scheduled maturity date of the October 2027 Notes, discounted to the Settlement Date at a discount rate equal to the October 2027 Notes Purchase Yield, minus (b) Accrued Interest, all calculated in accordance with market convention and rounded to the nearest 0.001 per cent. (with 0.0005 per cent. rounded upwards). January 2028 Notes Purchase Price The purchase price for the January 2028 Notes (the " January 2028 Notes Purchase Price ") will be determined by the Purchaser (in consultation with the Dealer Managers) at the Pricing Time in accordance with market convention and expressed as a percentage of the principal amount of the January 2028 Notes tendered and accepted for purchase pursuant to the January 2028 Notes Offer and is intended to reflect a yield to the scheduled maturity date of the January 2028 Notes (being 14 January 2028) on the Settlement Date equal to the January 2028 Notes Purchase Yield (calculated as the sum of the January 2028 Notes Purchase Spread of 5 bps and the January 2028 Notes Interpolated Mid-Swap Rate). The January 2028 Notes Purchase Price will equal (a) the value of all remaining payments of principal and interest on the January 2028 Notes up to and including the scheduled maturity date of the January 2028 Notes, discounted to the Settlement Date at a discount rate equal to the January 2028 Notes Purchase Yield, minus (b) Accrued Interest, all calculated in accordance with market convention and rounded to the nearest 0.001 per cent. (with 0.0005 per cent. rounded upwards). June 2028 Notes Purchase Price The purchase price for the June 2028 Notes (the " June 2028 Notes Purchase Price ") will be determined by the Purchaser (in consultation with the Dealer Managers) at the Pricing Time in accordance with market convention and expressed as a percentage of the principal amount of the June 2028 Notes tendered and accepted for purchase pursuant to the June 2028 Notes Offer and is intended to reflect a yield to the scheduled maturity date of the June 2028 Notes (being 28 June 2028) on the Settlement Date equal to the June 2028 Notes Purchase Yield (calculated as the sum of the June 2028 Notes Purchase Spread of 10 bps and the June 2028 Notes Interpolated Mid-Swap Rate). The June 2028 Notes Purchase Price will equal (a) the value of all remaining payments of principal and interest on the June 2028 Notes up to and including the scheduled maturity date of the June 2028 Notes, discounted to the Settlement Date at a discount rate equal to the June 2028 Notes Purchase Yield, minus (b) Accrued Interest, all calculated in accordance with market convention and rounded to the nearest 0.001 per cent. (with 0.0005 per cent. rounded upwards). September 2028 Notes Purchase Price The purchase price for the September 2028 Notes (the " September 2028 Notes Purchase Price ") will be determined by the Purchaser (in consultation with the Dealer Managers) at the Pricing Time in accordance with market convention and expressed as a percentage of the principal amount of the September 2028 Notes tendered and accepted for purchase pursuant to the September 2028 Notes Offer and is intended to reflect a yield to the scheduled maturity date of the September 2028 Notes (being 1 September 2028) on the Settlement Date equal to the September 2028 Notes Purchase Yield (calculated as the sum of the September 2028 Notes Purchase Spread of 20 bps and the September 2028 Notes Interpolated Mid-Swap Rate). The September 2028 Notes Purchase Price will equal (a) the value of all remaining payments of principal and interest on the September 2028 Notes up to and including the scheduled maturity date of the September 2028 Notes, discounted to the Settlement Date at a discount rate equal to the September 2028 Notes Purchase Yield, minus (b) Accrued Interest, all calculated in accordance with market convention and rounded to the nearest 0.001 per cent. (with 0.0005 per cent. rounded upwards). Purchase Consideration The cash purchase price that will be paid to each Noteholder on the Settlement Date for the Notes accepted for purchase from such Noteholder by the Purchaser (the " Purchase Consideration ") will be calculated as the product of (i) the aggregate principal amount of Notes of the relevant Series accepted for purchase from such Noteholder pursuant to the Offers and (ii) the relevant Purchase Price for such Series of Notes. ‌Accrued Interest In addition to the respective Purchase Considerations, the Purchaser will also pay on the Settlement Date Accrued Interest on any Notes accepted for purchase pursuant to the Offers by the Purchaser. ‌New Financing Condition Vonovia SE announced on 29 June 2026 its intention to issue one or more series of new euro-denominated fixed rate notes (the " New Notes ") under its EUR 40,000,000,000 Euro Medium Term Programme (the " Programme "). Whether the Purchaser will accept for purchase any Notes validly tendered in the Offers and complete the Offers is subject, without limitation, to the successful completion (in the sole determination of the Purchaser) of the issue of the New Notes (the " New Financing Condition ") or the waiver of such New Financing Condition at the sole discretion of the Purchaser. ‌Allocation of the New Notes The Purchaser will, in connection with the allocation of the New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has, prior to such allocation, validly tendered or given a firm intention to the Purchaser or the Dealer Managers that they intend to tender their Notes pursuant to the Offers and, if so, the aggregate principal amount of Notes tendered or intended to be tendered by such investor. Therefore, a Noteholder who wishes to subscribe for New Notes in addition to tendering its Notes for purchase pursuant to the Offers may be eligible to receive, at the sole and absolute discretion of Vonovia SE, priority in the allocation of the New Notes, subject to the issue of the New Notes and such Noteholder also making a separate application for the purchase of such New Notes to the Dealer Managers (in their capacity as joint bookrunners of the issue of the New Notes) or to any other manager of the issue of the New Notes in accordance with the standard new issue procedures of such manager. However, Vonovia SE is not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender Notes pursuant to the Offers and, if the New Notes are allocated, the principal amount thereof may be less or more than the principal amount of Notes tendered by such holder and accepted by the Purchaser pursuant to the Offers. Any such allocation will also, among other factors, take into account the specified denomination of the New Notes (being EUR 100,000). All allocations of the New Notes, while being considered by Vonovia SE as set out above, will be made in accordance with customary new issue allocation processes and procedures. In the event that a Noteholder validly tenders Notes pursuant to the Offers, such Notes will remain subject to such tender and the conditions of the Offers as set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of the New Notes for which it has applied. Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline and therefore should provide, as soon as practicable, any indications of a firm intention to tender Notes pursuant to the Offers. ‌Tender Instructions In order to participate in, and be eligible to receive the relevant Purchase Consideration and the payment of Accrued Interest (if applicable) pursuant to, the Offers, Noteholders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5:00 p.m. (CEST) on 6 July 2026, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the " Expiration Deadline "). See " Procedures for Participating in the Offers " in the Tender Offer Memorandum. Tender Instructions will be irrevocable except in the limited circumstances described in " Amendment and Termination " in the Tender Offer Memorandum. ‌Maximum Acceptance Amount and Series Acceptance Amounts The Purchaser is not under any obligation to accept for purchase any Notes tendered pursuant to any Offer. The acceptance for purchase by the Purchaser of Notes tendered pursuant to an Offer is at the sole and absolute discretion of the Purchaser and tenders may be rejected by the Purchaser for any reason. ‌The Purchaser intends to accept for purchase any validly tendered Notes pursuant to the Offers up to an aggregate principal amount equal to a maximum acceptance amount (the " Maximum Acceptance Amount ") which will be determined by the Purchaser and announced as soon as reasonably practicable after the Pricing Time on the Pricing Date. For the avoidance of doubt, this Maximum Acceptance Amount applies to all Offers and therefore limits the combined aggregate principal amount of Notes repurchased under the Offers. ‌The Purchaser currently expects the Maximum Acceptance Amount to be an amount equal to EUR 1,500,000,000. However, the Purchaser reserves the right, in its sole and absolute discretion, to (i) increase the Maximum Acceptance Amount or (ii) purchase Notes in an aggregate principal amount representing less than the Maximum Acceptance Amount. The final aggregate principal amount of the Notes accepted by the Purchaser for purchase (the " Final Acceptance Amount ") will be announced by the Purchaser as soon as reasonably practicable after the Pricing Time on the Pricing Date. The Purchaser will determine the allocation of the Final Acceptance Amount between the Series and the aggregate principal amount accepted for purchase for each Series (each a " Series Acceptance Amount ") in its sole and absolute discretion and reserves the right to accept significantly more or less (or none) of the Notes of any Series as compared to the other Series. ‌Pro-Rata Allocation and Scaling of Tender Offers ‌If the aggregate principal amount of a Series of Notes validly tendered for repurchase pursuant to an Offer exceeds the relevant Series Acceptance Amount, the Purchaser will, in its sole discretion, accept Notes of such Series for repurchase on a pro rata basis such that the aggregate principal amount of all Notes of the relevant Series accepted for repurchase pursuant to the relevant Offer is no greater than the relevant Series Acceptance Amount. In such circumstances, each such tender of Notes will be scaled by a scaling factor (a " Scaling Factor ") that will be determined such that the amount of Notes of the relevant Series accepted for repurchase is equal to or as close as possible to the relevant Series Acceptance Amount (subject to adjustment to allow for the aggregate principal amount of all Notes accepted for repurchase, following the rounding of tenders for repurchase described below). ‌Any such pro rata allocation will be calculated by multiplying the principal amount of the Notes of the relevant Series validly tendered by a Noteholder pursuant to the relevant Offer by the Scaling Factor, in each case with appropriate adjustments (rounding down) to avoid the repurchase of Notes in principal amounts other than in integral multiples of EUR 100,000. ‌In addition, in the event of any such scaling, the Purchaser intends to apply adjustments to such pro rata scaling to each valid tender of Notes in such a manner as will result in the relevant Noteholder transferring Notes of the relevant Series to the Purchaser in an aggregate nominal amount of (i) at least EUR 100,000 being the specified denomination of the Notes or (ii) zero, and the Purchaser therefore intends, at its discretion, to adjust the Scaling Factor applicable to any relevant Tender Instruction accordingly. ‌See also " Risk Factors and Other Considerations - Pro-ration of Notes " in the Tender Offer Memorandum. ‌Announcement of Results The Maximum Acceptance Amount is expected to be announced as soon as reasonably practicable after the Pricing Time on the Pricing Date. The indicative results of the Offers are expected to be announced as soon as reasonably practicable on 7 July 2026. The Purchaser will announce (i) a non-binding indication of the level at which it expects to set the Maximum Acceptance Amount, (ii) a non-binding indication of the level at which it expects to set the Final Acceptance Amount, (iii) a non-binding indication of the level at which it expects to set each Series Acceptance Amount and (iv) indicative details of any Scaling Factor(s) (if applicable), subject in each case to acceptance by the Purchaser of validly tendered Notes. The final results of the Offers are expected to be announced as soon as reasonably practicable after the Pricing Time on the Pricing Date, at which point the Purchaser will announce (i) its decision of whether to accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tenders of Notes pursuant to the Offers and, if so accepted, (ii) the Maximum Acceptance Amount, (iii) the Final Acceptance Amount, (iv) each Series Acceptance Amount, (v) the Benchmark Rates, (vi) the Purchase Yields, (vii) the Purchase Prices and (viii) any Scaling Factor(s) (if applicable). ‌Expected Timetable of Events The following sets out the expected times and dates of the key events relating to the Offers. The times and dates below are indicative only. This timetable is subject to change and the times and dates may (subject to applicable law) be extended, reopened or amended by the Purchaser, or the Offers terminated, in each case in accordance with the terms of the Offers as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below. None of the Purchaser, the Tender Agent or the Dealer Managers (nor any of their respective directors, officers, employees, agents, advisers, or affiliates) warrant that any or all of the events referred to below will take place as and/or when described including, in particular in the case of any publications or announcements, nor shall they be liable for any failure of any Clearing System to deliver any notices to Noteholders. Events Times and Dates (all times are CEST) Commencement of the Offers Announcement of the Offers. Tender Offer Memorandum available from the Tender Agent. Commencement of the tender offer period. 29 June 2026 Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offers. 5:00 p.m. on 6 July 2026 Announcement of Indicative Results Announcement of (i) a non-binding indication of the level at which it expects to set the Maximum Acceptance Amount, (ii) a non-binding indication of the level at which it expects to set the Final Acceptance Amount, (iii) a non-binding indication of the level at which it expects to set each Series Acceptance Amount and (iv) indicative details of any Scaling Factor(s) (if applicable), subject in each case to acceptance by the Purchaser of validly tendered Notes. As soon as reasonably practicable on 7 July 2026 Pricing Date and Pricing Time Determination of (i) each Series Acceptance Amount, (ii) each Benchmark Rate, (iii) each Purchase Yield, (iv) each Purchase Price, (v) any Scaling Factors, if applicable, (vi) the Maximum Acceptance Amount and (vii) the Final Acceptance Amount. At or around 11:00 a.m. on 7 July 2026 Announcement of Final Results Announcement of (i) its decision of whether to accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tenders of Notes pursuant to the Offers and, if so accepted, (ii) the Maximum Acceptance Amount, (iii) the Final Acceptance Amount, (iv) each Series Acceptance Amount, (v) the Benchmark Rates, (vi) the Purchase Yields, (vii) the Purchase Prices and (viii) any Scaling Factor(s) (if applicable). As soon as reasonably practicable after the Pricing Time on the Pricing Date Settlement Date Subject to satisfaction or waiver of the New Financing Condition on or prior to such date, expected Settlement Date for the Offers. 9 July 2026 Subject to applicable law and as provided in the Tender Offer Memorandum, the Purchaser may, in its sole discretion, extend, re-open, amend or terminate the Offers at any time before such announcement and may, in its sole discretion, waive any of the conditions to the Offers either before or after such announcement. Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and the Clearing System for the submission and revocation of Tender Instructions will be earlier than the relevant deadlines specified above. See "Procedures for Participating in the Offers" in the Tender Offer Memorandum. ‌Further information Questions and requests for assistance in connection with (i) the Offers may be directed to the Dealer Managers, and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are on the last page of the Tender Offer Memorandum. THE PURCHASER Vonovia SE Universitätsstraße 133 44803 Bochum Germany DEALER MANAGERS BNP PARIBAS 16, boulevard des Italiens 75009 Paris France J.P. Morgan SE Taunustor 1 (TaunusTurm) 60310 Frankfurt am Main Federal Republic of Germany Telephone: +33 1 55 77 78 94 Attention: Liability Management Group Email: [email protected] Telephone: +44 207 134 2468 Attention: Liability Management Email: [email protected] TENDER AGENT Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom Telephone: +44 20 7704 0880 Attention: Jacek Kusion Email: [email protected] Tender Offer Website: https://deals.is.kroll.com/vonovia ‌Disclaimer This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offers. None of the Purchaser, the Dealer Managers or the Tender Agent or any of their respective directors, employees or affiliates has made or will make any assessment of the merits and risks of the Offers or of the impact of the Offers on the interests of Noteholders either as a class or individuals, and none of them makes any recommendation whether Noteholders should tender Notes pursuant to the Offers. None of the Purchaser, the Dealer Managers or the Tender Agent (or any of their respective directors, officers, employees, agents, advisers or affiliates) is providing Noteholders with any legal, business, tax, financial, investment, accounting or other advice in this announcement and/or the Tender Offer Memorandum and/or in connection with the Offers. Noteholders should consult with their own advisers as they consider appropriate to assist them in taking decisions with respect to the Offers, including to determine whether they are legally permitted to tender Notes pursuant to the Offers. ‌Offer and Distribution Restrictions This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Offers in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The release, publication or distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Tender Offer Memorandum come are required by each of the Purchaser, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. This announcement, the Tender Offer Memorandum and the Offers are not for release, publication or distribution, directly or indirectly, in or into or to any person located or resident in the United States. The Offers referenced herein are not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Offers cannot be accepted by any such use, means, instrumentality or facility or from within the United States. This announcement, the Tender Offer Memorandum and the Offers do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Nothing in this announcement and the Tender Offer Memorandum constitutes an offer to buy or the invitation to offer to sell securities in Italy (except as set out in the Tender Offer Memorandum), Belgium (except as set out in the Tender Offer Memorandum), the Republic of France (except as set out in the Tender Offer Memorandum) or any other jurisdiction in which such offer or solicitation would be unlawful. The Tender Offer Memorandum and the Offers may only be communicated to persons in the United Kingdom in circumstances where section 21 (1) of the Financial Services and Markets Act 2000 does not apply. The release, publication or distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Tender Offer Memorandum come are required by Vonovia SE, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. See " Offer and Distribution Restrictions " in the Tender Offer Memorandum. ‌New Notes Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in (i) the base prospectus dated 23 March 2026, as supplemented by the first supplement dated 8 May 2026 and the second supplement dated 25 June 2026 (together, the " Base Prospectus ") published in connection with the Programme and (ii) the final terms relating to the New Notes (the " Final Terms ") and no reliance is to be placed on any representations other than those contained in the Base Prospectus. The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or buy or the solicitation of an offer to sell or buy the New Notes in the United States or any other jurisdiction in which such offer or solicitation would be unlawful. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the " Securities Act "). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). Compliance information for the New Notes: MiFID II professionals/ECPs-only/No PRIIPs KID - eligible counterparties and professional clients only (all distribution channels). No sales to EEA retail investors; no key information document has been or will be prepared. See the Base Prospectus as completed by the Final Terms for further information. UK MiFIR professionals/ECPs-only/No UK CCI disclosure document - eligible counterparties and professional clients only (all distribution channels). No sales to UK retail investors; no disclosure document has been or will be prepared. See the Base Prospectus as completed by the Final Terms for further information. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

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