Offeree CompanyBUWOG AG
ISINAT00BUWOG001
OfferorVonovia SE
Acceptance period5 Feb to 12 Mar 2018, 17.  hrs. Vienna local time
Extended Acceptance Period16 Mar to 18 Jun 2018, 17. hrs. Vienna local time
Offer price

a) for ordinary shares:

EUR 29.05 per BUWOG ordinary share, cum dividend for the financial year 2017/2018. The acquisition of all the ordinary shares of BUWOG admitted to trading on the following stock exchanges: - Vienna Stock Exchange (Wiener Börse), Official Market (Amtlicher Handel) (Prime Market) - Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), Regulated Market (Regulierter Markt) (Prime Standard) - Warsaw Stock Exchange, Main Market. The Offer therefore relates to 112,245,164 no-par value ordinary bearer shares, each of which represents a pro rata share of EUR 1.00 (ISIN AT00BUWOG001) in the registered share capital, under the terms of the Offer.

b) for convertible bonds:

Conversion Shares deriving from the 2016 Convertible Bonds are also the subject of the Offer and can therefore be tendered during the Acceptance Period or the Additional Acceptance Period as long as they are issued sufficiently in advance before the end of the Acceptance Period or the Additional Acceptance Period. 2. Convertible Bonds The acquisition of all the convertible bonds issued by BUWOG maturing on 9 September 2021, conferring a right of conversion in respect of no-par value ordinary bearer shares, each of which represents a pro rata share of EUR 1.00 in the registered share capital of BUWOG (ISIN AT0000A1NQH2), and in the outstanding total nominal amount of EUR 300,000,000 under the terms of Section 3.1 Offer Document BUWOG 05.02.2018 3 the Offer. The 2016 Convertible Bonds are traded on the Third Market (multilateral trading facility, MTF) of the Vienna Stock Exchange. For the WSV 2016 delivered in the three-month extended acceptance period pursuant to § 19 para 3 Takeover Act until the announcement of the change in control by BUWOG pursuant to the terms of the bid of WSV 2016, payment of a WSV offer price of EUR 115,753.65 (115.754%) per nominal amount EUR 100,000 (“WSV offer price extended acceptance period") For the WSV 2016 delivered in the three-month extended acceptance period pursuant to § 19 para 3 Takeover Act after the announcement of the change in control by BUWOG pursuant to the terms of the bid of WSV 2016, payment of a reduced WSV offer price of EUR 93,049.33 (93.049%) per nominal amount EUR 100,000 (“WSV offer price extended acceptance period")

Offer volume

a) 112,245,164 ordinary shares

a) 112,245,164 ordinary shares

Premium (ordinary shares)17.04% (3M); 15.74% (6M); 19.50% (12M); 30.00% (24M)
Conditions

The Offer is subject to the following conditions precedent (see section 4.1):

(1) Reaching the statutory minimum acceptance threshold pursuant to Section 25a para 2 Takeover Act (see Offer Document section 4.1.1)

(2) The merger control non-prohibition or approval of the transaction by the 90th calendar day after the end of the original Acceptance Period (i.e. no later than by 10 June 2018; see section Offer Document 4.1.2).

(3) No significant decline in the FTSE EPRA/NAREIT Germany Index (see section 4.1.3)

(4) No increase in the registered share capital of BUWOG (see section 4.1.4)

(4) No increase in the registered share capital of BUWOG (see section 4.1.4)

(6) No significant transaction by BUWOG (see section 4.1.6)

(6) No significant transaction by BUWOG (see section 4.1.6)

(8) No significant compliance breach (see section 4.1.8)

(9) No incidence of loss by BUWOG in the amount of one half of BUWOG's registered share capital nor opening of any insolvency proceedings in relation to Section 4 Offer Document BUWOG 5 Feb. 2018 5 BUWOG (see section 4.1.9)

The Bidder expressly reserves the right to waive the fulfilment of individual conditions precedent (see section 4.2)

Paying agentUniCredit Bank Austria AG, Schottengasse 6-8, 1010 Vienna, Austria, FN 150714 p
Share held by bidder prior to announcement of offer0