Vonovia publishes offer document with respect to the offer to the shareholders of Victoria Park

PRESS RELEASE, 24 May 2018

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

On 3 May 2018, Vonovia SE (“Vonovia”) through a wholly-owned subsidiary Deutsche Annington Acquisition Holding GmbH (“Vonovia Acquisition Holding”) announced a recommended public cash offer to the shareholders of Victoria Park AB (publ) (“Victoria Park”) to tender all their shares in Victoria Park to Vonovia Acquisition Holding (the “Offer”). Vonovia Acquisition Holding has today published the offer document relating to the Offer. The offer document and acceptance forms are available on http://en.vonovia-k.de/ and www.sebgroup.com/prospectuses.

The offer document and the acceptance form will be distributed to shareholders in Victoria Park whose shares were directly registered with Euroclear Sweden AB as of 24 May 2018. Copies of the offer document and acceptance forms are provided free of charge upon request. Such request may be made by telephone +46(0)8-639 2750.

The acceptance period of the Offer runs from 25 May 2018 up to and including 18 June 2018. Settlement is expected to begin on or around 28 June 2018.

Vonovia Acquisition Holding reserves the right to extend the acceptance period as well as to postpone the date of settlement. Vonovia Acquisition Holding will announce any extension of the acceptance period and/or postponement of the settlement by a press release in accordance with applicable laws and regulations.

The information provided herein was submitted for publication on 24 May 2018 at 11.30 CET.

Information about the offer

Information about the Offer is available at: http://en.vonovia-k.de/.

For further information, please contact:

Rene Hoffmann                                                                Klaus Markus

Phone: +49 (0)234 314-1629                                             Phone: +49 (0)234 314-1149

E-mail: rene.hoffmann@vonovia.de                                  E-mail: klaus.markus@vonovia.de

Vonovia and Vonovia Acquisition Holding in brief

Vonovia is Germany’s leading nationwide residential real estate company. Vonovia currently owns and manages around 394,000 residential units in attractive cities and regions predominantly across Germany and manages around 58,000 units for third parties. Its Real Estate portfolio is worth approximately EUR 38.5 billion. As a modern service company, Vonovia focuses on customer orientation and tenant satisfaction. Offering tenants affordable, attractive and livable homes is a prerequisite for the company’s successful development. Accordingly Vonovia makes long-term investments in the maintenance, modernization and senior-friendly conversion of its properties. The company will also be creating more and more new apartments by realizing infill developments and adding to existing buildings.

The company, which is based in Bochum, Germany, has been listed on the stock exchange since 2013 and was included in the DAX 30 in September 2015. Vonovia is also included in the international indices STOXX Europe 600, MSCI Germany, GPR 250 and EPRA/NAREIT Europe. Vonovia currently has a workforce of approximately 9,500 employees. Further information about Vonovia is available at www.vonovia.de.

Vonovia Acquisition Holding is a wholly-owned subsidiary of Vonovia and is registered with the commercial register of the local court of Düsseldorf, Germany under registration no. HRB 56563. Vonovia Acquisition Holding is a holding company for various subsidiaries of the Vonovia group. Its business object is to acquire and hold assets and participations in other companies.

Victoria Park in brief 

Victoria Park is a Swedish property company, which, through long-term management and social responsibility for more attractive living, creates value in an expanding property portfolio in growth districts in Sweden. As of 31 March 2018, Victoria Park’s property portfolio amounts to 1,083,000 square metres, comprising 13,725 flats, with a market value of SEK 16.2 billion. The shares in Victoria Park are listed for trading on Nasdaq Stockholm Mid Cap. Victoria Park is a limited liability company incorporated under the laws of Sweden, with corporate registration number 556695-0738.

Important information

The Offer, pursuant to the terms and conditions presented in the offer document, is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law.

This press release and any related Offer documentation is not being published in or distributed to or into and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Persons who receive this press release (including, without limitation, nominees, trustees and custodians) and are subject to the law of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. Vonovia Acquisition Holding, to the fullest extent permitted by applicable law, disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being made, and will not be made, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any other means or instrumentality of interstate or foreign commerce, or of any facilities of a national securities exchange, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or by persons located or resident in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this press release and any documentation related to the Offer are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or to any Australian, Canadian, Hong Kong, Japanese, New Zealand or South African persons or any persons located or resident or with a registered address in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release or any other documents received in connection with the Offer to such persons. Vonovia Acquisition Holding will not deliver any consideration from the Offer into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.

Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported acceptance by a person located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any agent, fiduciary or other intermediate acting on a non-discretionary basis for a principal giving instructions from within Australia, Canada, Hong Kong, Japan, New Zealand or South Africa will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Canadian, Hong Kong, Japanese, New Zealand or South African person, is not located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa and is not participating in such Offer from Australia, Canada, Hong Kong, Japan, New Zealand or South Africa and that it is not acting on a non-discretionary basis for a principal that is an Australian, Canadian, Hong Kong, Japanese, New Zealand or South African person, that is located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or that is giving an order to participate in such Offer from Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.

Notwithstanding the foregoing, Vonovia Acquisition Holding reserves the right to permit the Offer to be accepted by persons not resident in Sweden if, in its sole discretion, Vonovia Acquisition Holding is satisfied that such transaction can be undertaken in compliance with applicable laws and regulations.

To the extent permissible under applicable law or regulation, Vonovia Acquisition Holding or its brokers may purchase, or conclude agreements to purchase, shares Victoria Park, directly or indirectly, outside of the scope of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for Victoria Park shares, such as warrants. 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 Sweden.

This press release has been published in Swedish, English and German.

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