Otras Instituciones Involucradas en el Sector de AyS

General

The offering consists of a total of 55,440,000 New Shares of the Company. The New Shares come from the capital increase resolved by an extraordinary meeting of the Company’s shareholders on August 7, 2009, by up toS250,000,000 against cash contributions through the issuance of up to 250,000,000 new no par value bearer shares (Stu¨ckaktien) (the “New Shares”), with the aim of generating gross sales proceeds of S250 million. The management board and supervisory board resolved on September 21, 2009 to set the subscription price atS4.50 per New Share. Based on this subscription price, the total number of New Shares to be issued was set at 55,440,000, which shall be offered to the Company’s existing shareholders for indirect subscription at a ratio of 10:21 (that is, ten Existing Shares entitles its holder to subscribe for 21 New Shares) (the “Subscription Offer”).

The resolution of the capital increase by the extraordinary meeting of the Company’s shareholders was recorded in the Commercial Register of the Local Court (Amtsgericht) of Frankfurt am Main, Germany (the “Commercial Register”), on September 10, 2009. The Company expects completion of the capital increase to be recorded in the Commercial Register on October 7, 2009. Once the completion of the capital increase of S55.44 million is recorded in the Commercial Register, the Company’s share capital will amount to S81.84 million.

Any New Shares that are not subscribed for in the Subscription Offer will be offered for sale in a private placement to qualified investors in Germany and elsewhere (the Subscription Offer and the private placement together referred to as the “Offering”). The New Shares will be offered in the United States only to “qualified institutional buyers” in reliance on Rule 144A of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and outside the United States in accordance with Regulation S under the Securities Act.

The Offering is based on an underwriting agreement dated September 22, 2009 between the Company and the Underwriters. The Offering is subject to, among other things, entry of the completion of the capital increase in the Commercial Register, which is expected to occur on October 7, 2009.

OCM Luxembourg Real Estate Investments S.à r.l. and OCM Luxembourg Opportunities Investments S.à r.l. have made a binding commitment to the Underwriters and the Company to subscribe for New Shares in a total amount ofS51.5 million corresponding to 20.6% of the total offering volume. The corresponding payments are in particular subject to the non-termination of the Underwriting Agreement by the Under- writers and will be made upon final settlement of the New Shares as part of the Offering.

Under certain circumstances, the Offering may be terminated prematurely. See below “—Subscription

Offer.”

Timetable

The timetable for the Offering is as follows:

September 22, 2009 . . . Approval of the German-language prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt fu¨r

Finanzdienstleistungsaufsicht) (the “BaFin”)

Publication of the German-language prospectus on the Company’s website and making printed versions of the prospectus available free of charge at the offices of the subscription agent and the Company September 23, 2009 . . . Publication of the Subscription Offer, including subscription price, in

the electronic version of the German Federal Gazette (elektronischer

Bundesanzeiger) and in the financial newspaper Bo¨rsenzeitung

September 24, 2009 . . . Subscription rights credited to the Company’s shareholders based on their holdings as of the evening of September 23, 2009

September 24, 2009 . . . Beginning of the Subscription Period and subscription rights trading Filing of the admission application with the Frankfurt Stock Exchange October 5, 2009 . . . End of subscription rights trading

October 7, 2009 . . . End of the Subscription Period

October 7, 2009 . . . Last day for payment of the subscription price

October 7, 2009 . . . Entry of the capital increase’s completion in the Commercial Register of the Local Court (Amtsgericht) of Frankfurt am Main, Germany October 7, 2009 . . . Decision on admission by the Frankfurt Stock Exchange and

publication of the decision in the electronic version of the German Federal Gazette (elektronischer Bundesanzeiger) and at

http://www.deutsche-boerse.com, the website of the Frankfurt Stock Exchange

October 8, 2009 . . . Publication of the outcome of the Subscription Offer on the Company’s website

October 9, 2009 . . . Deliver via the collective custody system of subscribed New Shares October 9, 2009 . . . Inclusion of the New Shares in the Company’s existing stock quotation October 12, 2009 . . . Delivery via the collective custody system of unsubscribed shares

Subscription Offer

The following is an English translation of the Subscription Offer. The German-language version is expected to be published in the electronic version of the German Federal Gazette (elektronischer Bundesanzeiger) and in the financial newspaper Bo¨rsenzeitung on September 23, 2009:

“Deutsche Wohnen AG Frankfurt am Main

(ISIN DE000A0HN5C6 / WKN A0HN5C)

An extraordinary meeting of the shareholders of Deutsche Wohnen AG (the “Company”) resolved on August 7, 2009 to increase the Company’s share capital against cash contributions by up toS250,000,000, fromS26,400,000 to up to S276,400,000, by issuing up to 250,000,000 new ordinary bearer shares with no par value (Stu¨ckaktien) (the “New Shares”), each such share representing a notional value ofS1.00. The resolution on the capital increase was recorded in the Commercial Register maintained by the Local Court (Amtsgericht) of Frankfurt am Main, Germany, on September 10, 2009. The New Shares entitle holders to any dividend payments as of January 1, 2009. The management board and supervisory board resolved on September 21, 2009 to set the subscription price atS4.50 per New Share and, thus, the total number of New Shares to be issued at 55,440,000.

Merrill Lynch International, London, United Kingdom (“Merrill Lynch”) and UBS Limited, London, United Kingdom (“UBS”) (together, the “Underwriters”) have agreed, pursuant to an underwriting agreement dated September 22, 2009 (the “Underwriting Agreement”), to (i) offer the New Shares to the existing sharehol- ders of Deutsche Wohnen AG for indirect subscription at a ratio of 10:21, subject to the terms set forth below under “Important Notice”; (ii) underwrite the New Shares and (iii) once completion of the capital increase has been recorded in full in the Commercial Register, allot the underwritten shares to the shareholders based on the exercise of their subscription rights. DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, Germany, shall subscribe for the New Shares and deliver them to the shareholders who exercise their subscription rights. One Existing Share of Deutsche Wohnen AG entitles the holder to one indirect subscription right; one indirect subscription right entitles its holder to subscribe for 2.1 New Shares. The New Shares will be offered to existing shareholders for indirect subscription at a subscription price of S4.50 per New Share. Any unsubscribed New Shares can be placed in the market. Any such market placement should be conducted at the best possible price, but must be conducted at least at the subscription price. Fractional subscription rights will be traded during subscription rights trading.

Furthermore, Deutsche Wohnen AG grants an additional subscription right to holders of subscription rights (see “—Binding Offer to Subscribe for Additional Shares by way of the Additional Subscription Right

(Additional Subscription)”).

The completion of the capital increase is expected to be recorded in the Commercial Register maintained by the Local Court (Amtsgericht) of Frankfurt am Main, Germany, on October 7, 2009.

The subscription rights under the Existing Shares, all of which are held in collective custody, will be automatically credited to the accounts of the custodian banks based on the amount of shares held as of the evening of September 23, 2009 by Clearstream Banking AG, Neue Bo¨rsenstraße 1, 60487 Frankfurt am Main, (“Clearstream Banking AG”).

Subscription rights are attached to all of the registered and bearer shares of Deutsche Wohnen AG with ISIN:

DE000A0HN5C6 / WKN: A0HN5C, ISIN: DE0006283302 / WKN: 628330 and ISIN:

DE000A0XFUU5 / WKN: A0XFUU.

To avoid exclusion from the exercise of their subscription rights, we request that our shareholders exercise their subscription rights in the New Shares during the period

from September 24, 2009 up to and including October 7, 2009

through their custodian bank at one of the subscription agents listed below during regular banking hours (the “Subscription Period”). Subscription rights that are not exercised in a timely manner will lapse and become worthless.

Subscription agents are the German branches of

DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, Germany.

In accordance with the subscription ratio of 10:21, shareholders can subscribe for 21 New Shares for every ten Existing Shares of the Company at the subscription price ofS4.50 per New Share. Subscription rights attaching to Existing Shares can be used collectively to subscribe for New Shares.

The Company’s registered shareholders will receive one subscription right to subscribe for new bearer shares for each registered share. If they exercise these subscription rights with resulting delivery of new bearer shares, they will hold both registered and bearer shares. The Company’s registered shares and bearer shares have unique ISINs / WKNs and, in particular, unique registration requirements for participation in the Company’s general meetings. Registered shareholders have the possibility to exchange their registered shares for bearer shares of the Company on a quarterly basis. The next dates for exchange, as published in the German Securities Notices (Wertpapiermitteilungen) on October 5, 2006, are December 10, 2009 and February 11, 2010.

Subscription price

The subscription price isS4.50 per New Share and is payable no later than October 7, 2009.

Subscription rights trading

In connection with the offering of the New Shares, subscription rights will be traded on a stock exchange. The subscription rights (ISIN DE000A0Z2ZQ4 / WKN A0Z2ZQ) for the New Shares will be traded during the period from September 24, 2009 up to and including October 5, 2009 on the regulated market (regulierter Markt) (floor trading) of the Frankfurt Stock Exchange. In accordance with market practice in Germany, the price of the subscription rights is fixed once per day. The market rate of the subscription rights depends, inter alia, on the development of the price of the shares in Deutsche Wohnen AG, but it can substantially deviate from the price of the shares. No compensation will be paid for unexercised subscription rights. Upon the expiration of the subscription period, unexercised subscription rights will lapse and become worthless. Starting September 24, 2009, the Company’s Existing Shares will be listed on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange without subscription rights (ex Bezugsrecht). Merrill Lynch may, in coordination with UBS, undertake suitable measures on behalf of the Underwriters to ensure liquidity for orderly subscription rights trading and other measures normally undertaken in this regard, such as, in particular, purchasing and selling subscription rights in the New Shares or undertaking hedging transactions in the Company’s shares or corresponding derivatives. Such measures and hedging transactions can influence the stock price or market rate of the subscription rights and the shares in the Company. However, there is no guarantee that active trading in the Company’s subscription rights will develop on the Frankfurt Stock Exchange and that there will be enough liquidity during the period of subscription rights trading.

Binding Offer to Subscribe for Additional Shares by way of the Additional Subscription Right (Additional Subscription)

Pursuant to a settlement agreement with its shareholders in connection with written objections to the resolution of the general shareholders’ meeting of Deutsche Wohnen AG on August 7, 2009, Deutsche Wohnen AG is obliged to grant an additional subscription right to each holder of subscription rights. Each holder of subscription rights can issue a binding offer for the subscription of additional new shares, along with exercising the subscription rights in the shares to be distributed to the shareholder in accordance with the subscription ratio.

Each holder of subscription rights can make binding offers for Additional Subscription of new shares through its depositary bank within the Subscription Period (from inclusive September 24 up to and including October 7, 2009) to DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, Germany, within normal banking hours. The holders of subscription rights, who wish to make a binding offer to subscribe for additional New Shares, are requested to do so using the relevant instruction form provided by the depositary banks.

If it is not possible to transfer to the subscription rights holder all of the additional New Shares he or she would like, the available New Shares are allocated to the subscription rights holders in accordance with the number of shares subscribed for by way of the subscription right, although the maximum for any subscription rights holder is the number of available shares for which the holder has exercised his or her Additional Subscription right (“Maximum Subscription”). If available shares are not allocated as a result of reaching Maximum Subscription, these shares are to be allocated as provided above, provided that only those subscription rights holders are considered who have not been allocated the number of shares for which the holders have exercised Additional Subscription rights. This process is continued until all of the available shares have been allocated. An Additional Subscription is only permissible in relation to full shares or a number of shares. If the new shares were to be allocated in fractional amounts as a result of several subscription rights holders exercising their Additional Subscription rights, the fractional amounts are rounded down to the next lowest whole number of shares. The prerequisite for enforcement of the Additional Subscription rights is that the respective holder of subscription rights must, at least in part, exercise his or her subscription rights.

If subscription is not fully conducted in the manner requested as a result of one of the above stated grounds, the amount tendered for the subscription is returned to the subscription right holder, together with any fees incurred.

Important notice

The Underwriters are entitled to terminate the Underwriting Agreement or to extend the period of the Subscription Offer under certain circumstances. These circumstances include, in particular, material adverse changes in the cash flows, financial condition or results of operations of Deutsche Wohnen AG and its subsidiaries, material restrictions on stock exchange trading or banking activities, the outbreak or escalation of hostilities, the declaration of a national state of emergency by the Federal Republic of Germany, the United Kingdom or every other member state of the EEA or the United States or other catastrophes and crises that have or are expected to have material adverse effects on the financial markets. The Underwriters are further relieved from their obligations if the completion of the capital increase is not recorded in the Commercial Register maintained by the Local Court (Amtsgericht) of Frankfurt am Main, Germany, by 23:59 CEST, October 8, 2009 and Merrill Lynch and UBS in their capacity as Global Coordinators and Deutsche Wohnen AG fail to reach an agreement on a later deadline.

If the Underwriting Agreement is terminated prior to the registration of the capital increase with the Commercial Register, the subscription rights will lapse. In this case, the institutions brokering subscription rights trading will not rescind any transactions already completed with investors. Accordingly, investors who have acquired subscription rights through a stock exchange would suffer a loss. However, if the Underwriters terminate the Underwriting Agreement after the registration of the capital increase with the Commercial Register, shareholders and purchasers of subscription rights who have exercised their subscription rights will be entitled to acquire New Shares at the subscription price. The shareholders and those acquiring subscription rights, who have exercised their subscription rights, can only withdraw from exercising those rights within the subscription period.

If the Underwriters terminate the Underwriting Agreement after the completion of the Subscription Offer, which is possible until October 12, 2009, the termination would apply only to New Shares subscribed for other than as part of the Subscription Offer. In contrast to this, OCM Luxembourg Real Estate Investments S.à r.l. and OCM Luxembourg Opportunities Investments S.à r.l. can also withdraw from their subscription obligations if the Underwriters withdraw from the Underwriting Agreement. Purchase agreements relating to the unsubscribed New Shares are therefore conditional upon there being no such termination. To the extent that there have been any short sales of shares prior to the cancellation of the crediting of shares, persons selling those shares will bear the risk of being unable to meet their obligations by delivering New Shares.

Form and certification of the New Shares

The New Shares (ISIN DE000A0HN5C6 / WKN A0HN5C) will be represented by a global share certificate which is expected to be deposited with Clearstream Banking AG on October 7, 2009. Under the Company’s articles of association, shareholders are not entitled to have their shares evidenced by individual share certificates. Unless the subscription period is extended or the offer is cancelled, the New Shares are expected to be made available by credit to the collective securities account from October 9, 2009 in the case of those subscribed for as part of the Subscription Offer and from October 12, 2009, that is, after the end of the private placement, for those acquired in the private placement.

Commissions

The subscription of New Shares is subject to customary banking commissions from the depository banks.

Stock exchange trading in the New Shares

The application for admission of the New Shares to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange is expected to be filed on September 24, 2009 and expected to be approved on October 7, 2009. The Company plans to have all of the New Shares included in the existing quotation on the Frankfurt Stock Exchange for Deutsche Wohnen’s listed shares (ISIN DE000A0HN5C6 / WKN A0HN5C) on October 9 2009.

Placement of unsubscribed Shares/private placement

The Underwriters will offer any New Shares not subscribed for as part of the Subscription Offer in a private placement to qualified investors in Germany and other countries (qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act).

Publication

The German-language offering circular was published on the website of Deutsche Wohnen AG (www.deutsche-wohnen.com) on September 22, 2009. Printed copies of the offering circular are available in Germany free of charge from Deutsche Wohnen AG.

Selling restrictions

The New Shares and the subscription rights have not been and will not be registered under the Securities Act or with the securities regulatory authorities of any state of the United States and may not be offered or sold in, or delivered directly or indirectly to, the United States, except pursuant to an exemption from the registration requirements of the Securities Act.

In connection with the offering of the New Shares, Merrill Lynch is acting as the stabilization manager and may undertake measures, jointly determined with UBS, aimed at supporting the market price of the Company’s ordinary shares in order to counterbalance any existing sales pressure (“Stabilization Measu- res”). The stabilization manager is not obligated to initiate Stabilization Measures. Therefore, there is no guarantee that Stabilization Measures will be initiated at all. In the event that Stabilization Measures are initiated, they can be stopped at any time without prior notification. Such Stabilization Measures may be taken as of the date of publication of the subscription price and must end no later than on the thirtieth calendar day following the expiration of the Subscription Period, that is, most likely on November 6, 2009 (“Stabilization Period”).

Stabilization Measures may cause the market price of the shares of the Company to be higher than it would be absent such measures. In addition, the market price may temporarily reach a level that is not sustainable.