Vonovia announces a mandatory cash offer to the shareholders in Hembla

THE OFFER REFERRED TO IN THIS PRESS RELEASE IS NOT BEING MADE, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR IN ANY OTHER JURISDICTION WHERE THE OFFER, ACCORDING TO LEGISLATION AND REGULATIONS IN SUCH JURISDICTION, WOULD BE PROHIBITED BY APPLICABLE LAW. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM) PERSONS IN THESE COUNTRIES OR PERSONS IN ANY OTHER JURISDICTIONS WHERE TENDER OF SHARES WOULD DEMAND FURTHER DOCUMENTATION, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED PURSUANT TO SWEDISH LAW.

SHAREHOLDERS IN THE UNITED STATES SHOULD REFER TO THE SECTION TITLED "IMPORTANT INFORMATION TO U.S. SHAREHOLDERS" AT THE END OF THIS PRESS RELEASE.

PRESS RELEASE, 7 November 2019

Vonovia SE [1] ("Vonovia"), through its indirectly wholly owned subsidiary HomeStar InvestCo AB [2]  ("HomeStar"), hereby announces a mandatory cash offer (the "Offer") to the shareholders in Hembla AB (publ) [3]  ("Hembla" or the "Company") to acquire all outstanding B-shares in Hembla not already held by HomeStar [4], at a price of SEK 215 [5] per share. HomeStar's shareholding in Hembla entails, as further set out below, that the Offer is made under the Swedish rules on mandatory offers, as set out in Chapter 3, Section 1 of the Swedish Takeover Act (2006:451). The B-shares in Hembla are listed on Nasdaq Stockholm, Mid Cap.

The Offer in brief

• HomeStar offers SEK 215 in cash per B-share in Hembla, which is the highest price that HomeStar has paid for any shares acquired in Hembla. The Offer values all outstanding shares in Hembla to approximately SEK 19.979 billion. [6]
• The price in the Offer represents a premium of approximately:

• 11.5 percent compared to the closing price for Hembla's B-shares on Nasdaq Stockholm on 20 September 2019 (the last day of trading prior to the announcement of Vonovia's agreed acquisition of approximately 69.30 percent of the voting rights and approximately 61.19 percent of the share capital in Hembla from Blackstone [7]), of SEK 192.80;
• 15.6 percent compared to the volume weighted average share price for Hembla's B shares on Nasdaq Stockholm over the last three months which ended on 20 September 2019, of SEK 186.02;
• 17.6 percent compared to the volume weighted average share price for Hembla's B shares on Nasdaq Stockholm over the last six months which ended on 20 September 2019, of SEK 182.75;
• -0.5 percent compared to the closing price for Hembla's B-shares on Nasdaq Stockholm on 6 November 2019 (the last day of trading prior to the announcement of the Offer), of SEK 216.00; and
• 16.6 percent compared to Hembla's EPRA NAV (long term net asset value) per share of SEK 184.41 as of 30 September 2019 and 18.6 percent compared to Hembla's EPRA NAV per share of SEK 181.25 as of 30 June 2019 (the last available EPRA NAV before the announcement of Vonovia's agreed acquisition of approximately 69.30 percent of the voting rights and approximately 61.19 percent of the share capital in Hembla from Blackstone).

• The price in the Offer will not be increased. By this statement, HomeStar cannot increase the price in the Offer in accordance with Nasdaq Stockholm's takeover rules (the "Takeover Rules").
• HomeStar holds shares in Hembla corresponding to approximately 71.69 percent of the total number of voting rights and approximately 64.21 percent of the share capital in Hembla.
• There are no conditions for completion of the Offer.
• The acceptance period for the Offer is expected to commence on 11 November 2019 and end on 9 December 2019. Settlement under the Offer is expected to commence around 16 December 2019.
• The Offer is fully financed through Vonovia's cash resources and existing credit facilities.
• Hembla has issued warrants as part of its employee incentive programs. The Offer does not include these warrants. HomeStar will, in accordance with the Takeover Rules, offer the holders of warrants a fair treatment in connection with the Offer.

"We offer all shareholders a full and final price at an attractive premium. As shown with Victoria Park, we understand how to create benefits out of a larger numbers of flats and will start implementing our strategy. Managing our portfolio in a socially responsible way that puts tenant satisfaction in the center of our business activities has also proven to be an attractive investment for our shareholders", says Rolf Buch, CEO of Vonovia.

Hembla's CEO Svein Erik Lilleland says: "Hembla's vision is to create vibrant communities with a strong focus on the tenants. This translates into a strategy well in line with Vonovia's long-term commitment to deliver high quality living standards for tenants. I am convinced that we will be able to strengthen our long-term focus even further with Vonovia onboard. Over the past years, Vonovia has demonstrated a strong track record of creating benefits for both tenants and shareholders while becoming Europe's leading residential real estate company. We look forward to working together with Vonovia to continue along a successful path together."

Background and reasons for the Offer and the mandatory bid obligation

On 23 September 2019, Vonovia, through HomeStar, entered into an agreement with Vega Holdco S.à r.l., an entity wholly owned by real estate funds advised by The Blackstone Group Inc. ("Blackstone"), to acquire 6,136,989 A-shares and 50,722,985 B-shares in Hembla, corresponding to approximately 69.30 percent of the voting rights and approximately 61.19 percent of the share capital in Hembla. The acquisition was only subject to clearance by the Swedish Competition Authority. After receipt of anti-trust clearance on 5 November 2019, the acquisition was completed today, 7 November 2019, whereby HomeStar has passed the mandatory bid threshold of 30 percent of the voting rights in Hembla and is thus obliged to launch a mandatory takeover offer for all remaining shares in Hembla. Hence, the Offer set out herein is made in accordance with the Swedish rules on mandatory offers in Chapter 3, Section 1 of the Swedish Takeover Act (2006:451) (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden) (the "Takeover Act") as well as the Takeover Rules.

Vonovia acquired Blackstone's shares in Hembla at a price of SEK 215 per share, regardless of share class. Through the Offer, Vonovia is offering all shareholders in Hembla the opportunity to sell their shares in Hembla to HomeStar at the same attractive price.

In 2017, Vonovia embarked on a new strategy of geographical expansion in selected adjacent jurisdictions to Germany, with similar regulatory and operating framework. In 2018, in line with this strategy, Vonovia entered the Swedish market with the acquisition of Victoria Park AB ("Victoria Park"). With the share acquisition in Hembla, Vonovia takes a second important step into the Swedish market establishing Vonovia as one of the leaders in the Swedish residential market.

Hembla's 21,413 flats are primarily based in Stockholm and are highly complementary to Victoria Park's 16,649 flats that are mainly based in the areas of Malmö, Stockholm and Gothenburg. Hembla's business model and strategy are complementary to Victoria Park's in many ways and will provide the Vonovia group with an opportunity to further expand its platform in the attractive residential real estate market in Sweden.

Vonovia is Europe's leading private residential real estate company. Vonovia currently owns around 395,600 residential units in attractive cities and regions in Germany, Austria and Sweden. In addition, it manages around 78,350 apartments on behalf of third parties. Vonovia's portfolio is worth approximately EUR 47.8 billion. As a modern service provider, Vonovia focuses on customer orientation and tenant satisfaction. Offering tenants attractive and livable homes is a prerequisite for the company's successful development. Accordingly, Vonovia makes long-term investments in the maintenance, energy efficiency modernisation and senior-friendly conversion of its properties. Vonovia is also creating more new apartments by realising infill developments and adding to existing buildings.

Through Hembla and Victoria Park, Vonovia has become the largest residential company in Sweden with a very compelling exposure to Sweden's three largest cities. Vonovia has become the largest Swedish landlord with a similar market share to what Vonovia has in Germany. The transaction meets all Vonovia's acquisition criteria and Vonovia has communicated that the deal is anticipated to be at least adjusted NAV neutral, FFO accretive and have no impact on ratings or outlook.

Furthermore, Vonovia has identified total operational and financial synergies of EUR 30 million as communicated to the market by Vonovia's shareholder presentation as of 23 September 2019. The ability to realise these synergies is purely based on the acquisition of approximately 69.30 percent of the voting rights in Hembla and is independent of the result of the Offer. Vonovia does therefore not require a successful delisting of Hembla to deliver synergies or to reach any other announced acquisition criteria.

Hembla's current dividend policy is not to distribute any dividend to the shareholders in the coming years, since the investments in the existing properties provide a good return. This is very much in line with Vonovia's business philosophy of being a long-term investor and holder of properties. It is not part of Vonovia's strategy to realise value through the future sale of buildings to distribute dividends. Instead, Vonovia intends to focus on expansion and further investments in Hembla's properties and therefore has no current intention to amend Hembla's existing dividend policy.

Management and employees

Vonovia's goal to offer tenants attractive living is supported by its business model that helps to achieve benefits through scale: across its portfolio, Vonovia creates synergies and efficiencies. Vonovia values the competence of Hembla's management and employees and looks forward to welcoming them to the Vonovia group. Vonovia will work to ensure efficiencies are realised and that Hembla is enabled to make full use of Vonovia's expertise, purchasing and financing power. After the completion of the Offer the capabilities and needs of the new combined operations will be carefully reviewed. As of now, no decisions have been taken on any changes to Hembla's or Vonovia's employees and management or to the existing organisation and operations, including regarding the terms of employment and locations of the companies' business.

The Offer

HomeStar offers SEK 215 in cash per B-share in Hembla. The A-shares in Hembla are not listed and are all held by HomeStar. The price in the Offer will not be increased. Should Hembla, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be reduced accordingly.

The Offer values Hembla, based on all 92,924,306 outstanding shares in the Company, at approximately SEK 19.979 billion. The total value of the Offer, based on the 33,258,744 B-shares in Hembla which are not owned by HomeStar, amounts to approximately SEK 7.151 billion.

The price in the Offer represents a premium of approximately:

• 11.5 percent compared to the closing price for Hembla's B-shares on Nasdaq Stockholm on 20 September 2019 (the last day of trading prior to the announcement of Vonovia's agreed acquisition of approximately 69.30 percent of the voting rights and approximately 61.19 percent of the share capital in Hembla from Blackstone), of SEK 192.80;
• 15.6 percent compared to the volume weighted average share price for Hembla's B shares on Nasdaq Stockholm over the last three months which ended on 20 September 2019, of SEK 186.02;
• 17.6 percent compared to the volume weighted average share price for Hembla's B shares on Nasdaq Stockholm over the last six months which ended on 20 September 2019, of SEK 182.75;
• -0.5 percent compared to the closing price for Hembla's B-shares on Nasdaq Stockholm on 6 November 2019 (the last day of trading prior to the announcement of the Offer), of SEK 216.00; and
• 16.6 percent compared to Hembla's EPRA NAV (long term net asset value) per share of SEK 184.41 as of 30 September 2019 and 18.6 percent compared to Hembla's EPRA NAV per share of SEK 181.25 as of 30 June 2019 (the last available EPRA NAV before the announcement of Vonovia's agreed acquisition of approximately 69.30 percent of the voting rights and approximately 61.19 percent of the share capital in Hembla from Blackstone).

The acceptance period for the Offer is expected to commence on 11 November 2019 and end on 9 December 2019. Settlement under the Offer is expected to commence around 16 December 2019.

Shareholders in Hembla are not entitled to withdraw submitted acceptances of the Offer.

No commission will be charged in connection with the Offer.

Hembla has issued warrants as part of its employee incentive programs. The Offer does not include these warrants. HomeStar will, in accordance with the Takeover Rules, offer the holders of warrants a fair treatment in connection with the Offer.

HomeStar's shareholding in Hembla

In addition to the 6,136,989 A-shares and 50,722,985 B-shares that HomeStar has acquired from Blackstone, HomeStar has acquired 2,805,588 B-shares in Hembla prior to launch of the Offer. Accordingly, HomeStar currently holds in total 6,136,989 A-shares and 53,528,573 B-shares in Hembla, corresponding to approximately 71.69 percent of the total number of voting rights and approximately 64.21 percent of the total number of shares in the Company. Neither Vonovia nor HomeStar hold any financial instruments that provide financial exposure equivalent to a holding of shares in Hembla, and, except as set out above, neither Vonovia nor HomeStar has acquired or agreed to acquire any shares in Hembla during the last six months prior to the announcement of the Offer.

HomeStar has not acquired any shares in the Company at a higher price than SEK 215 per share, regardless of share class.

HomeStar may acquire, or enter into arrangements to acquire, additional shares in Hembla outside the Offer. Any purchases made or arranged will be in accordance with Swedish law and disclosed in accordance with applicable rules.

Conditions to the Offer

There are no conditions for completion of the Offer.

Description of Vonovia, HomeStar and the financing of the Offer

Vonovia is Europe's leading private residential real estate company. Vonovia currently owns around 395,600 residential units in attractive cities and regions in Germany, Austria and Sweden. In addition, it manages around 78,350 apartments on behalf of third parties. Vonovia's portfolio is worth approximately EUR 47.8 billion. As a modern service provider, Vonovia focuses on customer orientation and tenant satisfaction. Offering tenants attractive and liveable homes is a prerequisite for Vonovia's successful development. Accordingly, Vonovia makes long-term investments in the maintenance, energy efficiency modernisation and senior-friendly conversion of its properties. Vonovia is also creating more and more new apartments by realising infill developments and adding to existing buildings. Vonovia, which is based in Bochum, Germany, has been listed on the stock exchange since 2013 and on the DAX 30 since September 2015. Vonovia is also listed on the international indices STOXX Europe 600, MSCI Germany, GPR 250 and EPRA/NAREIT Europe. Vonovia has a workforce of more than 10,000 employees.

HomeStar, a private limited liability company with registered office in Stockholm, is an indirectly wholly-owned subsidiary of Vonovia, through Deutsche Annington Acquisition Holding GmbH, a German private limited liability company registered with the commercial register (Ger. Handelsregister) of the local court (Ger. Amtsgericht) of Düsseldorf, Germany, with registration number HRB 56563. HomeStar's only purpose is to hold shares in Hembla and Victoria Park.

The consideration payable in respect of the Offer is fully financed through Vonovia's cash resources and existing credit facilities. Hence, HomeStar has sufficient resources to satisfy in full the consideration payable in the Offer.

Certain closely related party issues etc.

Three members of Hembla's board of directors, the chairman of the board, James Seppala, as well as the board members Melissa Pianko and Donatella Fanti, are closely associated with Blackstone. In accordance with the Takeover Rules, said board members have therefore not participated in, and will not participate in, Hembla's board of directors' handling of or decisions regarding the Offer.

Since HomeStar is the parent company of Hembla, Section III of the Takeover Rules is applicable to the Offer. This entails that the acceptance period for the Offer shall be at least four weeks and that Hembla's board of directors, according to Item III.3 of the Takeover Rules, is obliged to obtain and make public a fairness opinion regarding the shares in the Company from independent experts.

Blackstone has, upon Vonovia's request, asked for an extraordinary general meeting to be held in Hembla to elect board members and chairman. At the extraordinary general meeting, which will be held on 15 November 2019, the board members in Hembla nominated by Blackstone, i.e. the chairman of the board James Seppala, as well as the board members Melissa Pianko and Donatella Fanti, are proposed to be replaced by Rolf Buch (proposed chairman), Helene von Roeder and Per Ekelund, all three of which have been nominated by Vonovia. Patrick Forslund, Fredrik Brodin and Karolina Keyzer, which constitute the independent committee as further described below, will remain as board members in Hembla. Thus, the election of three new board members will not affect the Hembla board's evaluation of the Offer, since the independent committee will remain the same and the three board members nominated by Vonovia will not participate in Hembla's board of directors' handling of or decisions regarding the Offer.

Statement from the independent committee of Hembla and fairness opinion

On 23 September 2019, Hembla announced through a press release that the board had appointed an independent committee, consisting of the independent board members of Hembla, to represent the Company in connection with the Offer. The independent committee consists of the board members Patrick Forslund (chairman), Fredrik Brodin and Karolina Keyzer.

The independent committee of Hembla is, in accordance with the Takeover Rules, expected to obtain and announce a fairness opinion from independent experts no later than two weeks prior to the expiry of the acceptance period. The independent committee may also, but is not obliged to, announce its opinion regarding the Offer within the same timeframe.

Statement from the Swedish Securities Council

The Swedish Securities Council (Sw. Aktiemarknadsnämnden) has, in statement AMN 2019:40, granted HomeStar an exemption to exclude shareholders in certain foreign jurisdictions from the Offer. The complete statement is available at www.aktiemarknadsnamnden.se.

Preliminary timetable

• Preliminary date for publication of the offer document: 8 November 2019
• Preliminary dates for the acceptance period: 11 November – 9 December 2019
• Preliminary date for commencement of settlement: 16 December 2019

HomeStar reserves the right to extend the acceptance period for the Offer. A potential extension of the acceptance period will not result in any postponement of settlement to the shareholders who have already accepted the Offer.

Compulsory redemption proceedings and delisting

If HomeStar would acquire shares representing more than 90 percent of the total number of shares in Hembla, HomeStar would, as soon as possible thereafter, commence compulsory redemption proceedings under the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)) to acquire all the remaining shares in Hembla. In connection therewith, HomeStar would promote a delisting of Hembla's B-shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as the agreements entered into between HomeStar and the Hembla shareholders as a result of the Offer, shall be governed by and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be exclusively settled by Swedish courts, and the City Court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council's rulings and statements on the interpretation and application of the Takeover Rules, including, where applicable, the Swedish Securities Council's rulings and statements on the interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté), are applicable to the Offer. Furthermore, HomeStar has, in accordance with the Swedish Takeover Act, on 5 November 2019, contractually undertaken, in writing, towards Nasdaq Stockholm to comply with said rules, rulings and statements and to submit to any sanctions that can be imposed on HomeStar by Nasdaq Stockholm in the event of a breach of the Takeover Rules. On 7 November 2019, HomeStar informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) of the Offer and the abovementioned undertaking towards Nasdaq Stockholm.

Advisers

Vonovia has retained J.P. Morgan as financial adviser and Freshfields Bruckhaus Deringer and Cederquist as legal advisers in connection with the Offer.

Information about the Offer

Information about the Offer is made available at: https://en.vonovia-h.de.

For additional information, please contact:

Klaus Markus

Head of Corporate Communications

+49 234 / 314 – 1149

klaus.markus@vonovia.de

Rene Hoffmann

Head of Investor Relations

+49 234 / 314 – 1629

rene.hoffmann@vonovia.de

HomeStar discloses the information provided herein pursuant to the Takeover Act and the Takeover Rules. The information was submitted for publication on 7 November 2019 at 16:35 (CET).

About Vonovia

Vonovia SE is Europe's leading private residential real estate company. Vonovia currently owns around 395,600 residential units in all attractive cities and regions in Germany, Austria and Sweden. It also manages around 78,350 apartments. Its portfolio is worth approximately EUR 47.8 billion. As a modern service provider, 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 is also creating more and more new apartments by realizing infill developments and adding to existing buildings.

The company, which is based in Bochum, has been listed on the stock exchange since 2013 and on the DAX 30 since September 2015. Vonovia SE is also listed on the international indices STOXX Europe 600, MSCI Germany, MSCI Germany, GPR 250 and EPRA/NAREIT Europe. Vonovia has a workforce of more than 10,000 employees.

About Hembla

Hembla is a property company focusing on residential properties in the Greater Stockholm region and other growth areas. The Company's business concept is to own property portfolios slated for a gradual renovation of apartments in conjunction with the natural turnover of tenants. This can take place quickly and cost-efficiently thanks to extensive experience from the Company's renovation method which, among other things, means that no evacuation needs to take place. In addition to this, the Company creates value through the development of building rights in existing portfolios. The market value of the Company's properties amounted to SEK 33,508 million on 30 September 2019. The total rental value amounted to SEK 1,967 million annually on 30 September 2019. The economic occupancy rate is high – vacancies are virtually non-existent.

Important Information

This press release has been published in Swedish and English. In the event of any discrepancy between the Swedish original version and the English translation, the Swedish original version shall prevail.

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

This press release and any related Offer documentation are not being distributed 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 – any such action will not be permitted or sanctioned by Vonovia or HomeStar. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into, or by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Canada, Hong Kong, Japan or any other jurisdiction where the Offer would be prohibited by applicable law or regulation (the "Restricted Territories"). This includes, but is not limited to facsimile transmission, e‑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 any of the Restricted Territories or by persons located or resident in those jurisdictions. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into any of the Restricted Territories or to any person from or located or resident in the Restricted Territories.

Any purported tender of shares in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in any of the Restricted Territories or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within any of the Restricted Territories will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not from any of the Restricted Territories and is not located or resident in any of the Restricted Territories and is not participating in the Offer from any of the Restricted Territories and is not acting on a non-discretionary basis for a principal that is from any of the Restricted Territories or that is located in any of the Restricted Territories or is giving order to participate in the Offer from any of those jurisdictions. HomeStar will not deliver any consideration from the Offer into any of the Restricted Territories.

In connection with the Offer, an offer document will be filed with and published by the Swedish Financial Supervisory Authority. Shareholders of Hembla should read the offer document carefully when it becomes available, since it will contain important information about the Offer.

Important information to U.S. shareholders

The Offer described in this announcement is made for the shares in Hembla, a Swedish limited liability company. The Offer will be made in the United States pursuant to an exemption from certain U.S. tender offer rules provided by Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), in compliance with Section 14(e) of the U.S. Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws.

It may be difficult for U.S. shareholders to enforce their rights and any claim arising out of the U.S. federal securities laws, since Vonovia, HomeStar and Hembla are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.

The receipt of cash pursuant to the Offer by shareholders who are U.S. taxpayers may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other tax laws. Each shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Offer.

In accordance with normal Swedish practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Vonovia, HomeStar and its affiliates or brokers (acting as agents for Vonovia, HomeStar or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase outside the United States, shares in Hembla that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Sweden, such information will be disclosed to U.S. shareholders in Hembla. In addition, the financial advisors to Vonovia and HomeStar, may also engage in ordinary course trading activities in securities of Hembla, which may include purchases or arrangements to purchase such securities.

For purposes of this section "United States" and "U.S." means the United States of America (its territories and possessions, all states of the Unites States of America and the District of Columbia).

Forward-looking statements

To the extent this press release contains 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 Vonovia and HomeStar, for example with regard to the potential consequences of the Offer for Hembla, for those shareholders of Hembla who choose not to accept the Offer or for future financial results of Hembla. Such forward-looking statements are based on current plans, estimates and forecasts which Vonovia and HomeStar has 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 Vonovia or HomeStar. 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.

[1] Registered with the commercial register (Ger. Handelsregister) of the local court (Ger. Amtsgericht) of Bochum, Germany, with registration number HRB 16879.

[2] A private limited liability company with registered office in Stockholm, registration number 559152-5372.

[3] Registration number 556498-9449.

[4] As per the day of the Offer, HomeStar holds a total of 6,136,989 A-shares and 53,528,573 B-shares in Hembla.

[5] Should Hembla, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be reduced accordingly.

[6] Based on a total of 92,924,306 shares, which is the total number of outstanding shares in Hembla, of which 6,136,989 are A-shares and 86,787,317 are B-shares. Hembla does not hold any shares in treasury.

[7] The shares were acquired from Vega Holdco S.à r.l., an entity wholly owned by real estate funds advised by The Blackstone Group Inc.