Target company: GSW Immobilien AG; Bidder: Deutsche Wohnen AG Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a company of EQS Group AG. The bidder is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Publication pursuant to sec. 10 para. 1 in conjunction with sec. 29 paras. 1, 34 according to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) Bidder: Deutsche Wohnen AG Pfaffenwiese 300 65929 Frankfurt am Main Germany registered in the commercial register of the local court Frankfurt am Main under HRB 42388 ISIN: DE000A0HN5C6 ISIN: DE0006283302 Target company: GSW Immobilien AG Charlottenstraße 4 10969 Berlin Germany registered in the commercial register of the local court Charlottenburg under HRB 125788 B ISIN: DE000GSW1111 The offer document will be published on the internet following clearance by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at http://www.deutsche-wohnen.com/ under the heading Investor Relations Information on the bidder: On August 20, 2013 Deutsche Wohnen AG decided to make a voluntary public takeover offer to all shareholders of GSW Immobilien AG domiciled in Berlin to acquire their no-par value bearer shares in GSW Immobilien AG (by way of an exchange offer), each representing a pro rata amount of the registered share capital of EUR 1.00 (ISIN DE000GSW1111) (the 'GSW-Shares'). In exchange for 20 GSW-Shares tendered to Deutsche Wohnen AG, Deutsche Wohnen AG will offer 51 new no-par value bearer shares in Deutsche Wohnen AG as consideration, each representing a pro rata amount of the registered share capital in Deutsche Wohnen AG of EUR 1.00 with dividend rights as of January 1, 2014 (the 'Deutsche Wohnen-Shares'). This offer will be made subject to the final determination of the minimum price and the final terms set forth in the offer document. Deutsche Wohnen AG will appoint two trustees for the required capital increase. The public takeover offer will presumably be made subject to, inter alia, antitrust clearance, a minimum acceptance rate of 75% of the outstanding GSW-Shares as well as the registration of the implementation of the above-mentioned capital increase. Otherwise, the public takeover offer will be made in accordance with the terms and conditions set out in the offer document. Furthermore, insofar as legally permissible, Deutsche Wohnen AG reserves the right to deviate in the final terms of the public takeover offer from the basic information described herein. Important information: This announcement is neither an offer to exchange nor a solicitation of an offer to exchange GSW-Shares. Moreover, the announcement is neither an offer to purchase nor a solicitation to purchase Deutsche Wohnen-Shares. The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document after the publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Furthermore, Deutsche Wohnen AG reserves the right to deviate in the final terms of the public takeover offer from the basic information described herein. Investors and holders of GSW-Shares are strongly recommended to read the offer document and all documents in connection with the public takeover offer as soon as they are published, since they will contain important information. Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made directly or indirectly, in or into the USA or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. The takeover offer will be carried out under exclusion of the use of the mails or any other means or instruments of interstate or foreign commerce (inter alia, transmission by facsimile, telephone or internet) in the USA and under exclusion of any facility of a national securities exchange of the USA. Accordingly, the sending or any other distribution of this announcement or any other accompanying document by mail, their forwarding or transmission in or into the USA is not permitted. The Deutsche Wohnen-Shares have not been nor will they be registered under the U.S. Securities Act of 1933 as amended or with any securities regulatory authority of a state or any other jurisdiction in the USA. Therefore, subject to certain exceptions, Deutsche Wohnen-Shares must not be offered or sold within the USA or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. There will be no registration of the Deutsche Wohnen-Shares mentioned herein pursuant to the relevant laws in the USA. There will be no public offering in the USA. Subject to certain exceptions, Deutsche Wohnen-Shares must not be sold, or offered, to persons in the USA. To the extent permissible under applicable law or regulation, and in accordance with normal German market practice, Deutsche Wohnen AG or its brokers may purchase, or conclude agreements to purchase, GSW-Shares, directly or indirectly, out of the public takeover offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for GSW-Shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction. If any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words 'will', 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Deutsche Wohnen AG and the persons acting together with Deutsche Wohnen AG. Such forward-looking statements are based on current plans, estimates and forecasts which Deutsche Wohnen AG and the persons acting together with Deutsche Wohnen AG have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Deutsche Wohnen AG or the persons acting together with Deutsche Wohnen AG. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Berlin, August 20, 2013 Deutsche Wohnen AG Management Board End of WpÜG announcement 20.08.2013DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Listed: GSW Immobilien AG: Regulierter Markt in Frankfurt (Prime Standard) und Berlin; Freiverkehr in Düsseldorf, Hamburg, Hannover, München und Stuttgart Deutsche Wohnen AG: Regulierter Markt in Frankfurt (Prime Standard), Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München und Stuttgart