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9 Subsequent Events

The Supervisory Board of Vonovia SE appointed Philip Grosse as a member of the Management Board as CFO effective from January 1, 2022. At the same time, Helene von Roeder, previously the company’s CFO, was appointed Chief Transformation Officer (CTO) of the newly created Innovation and Digitalization executive division. In implementing the business combination agreement concluded between Vonovia and Deutsche Wohnen as part of the merger, Vonovia is therefore enlarging the Management Board from four to five members.

Vonovia SE extended Rolf Buch’s contract as CEO, which is set to expire in February 2023, by a further five years.

Vonovia and Deutsche Wohnen sold residential and commercial units to public housing companies in Berlin in September 2021. In the majority of cases, title was transferred in January 2022 with a volume of € 2,339.0 million.

On August 5, 2021 Morgan Stanley, Société Générale and Bank of America provided Vonovia SE with bridge financing with a term of up to two years as part of the acquisition of Deutsche Wohnen, the value of which came to around € 3,490.0 million as of December 31, 2021. This bridge financing was syndicated with 11 further banks. As of January 7, 2022 € 2,060.0 million was repaid. The outstanding bridge financing was reduced by a further € 500 million on January 21, 2022 and was repaid in full on March 1, 2022.

On February 16, 2022 Vonovia SE issued promissory note loans of € 1.0 billion with terms of five to 30 years and an average interest rate of 1.13%.

On October 29, 2021 Vonovia SE published the document for its voluntary public takeover offer (cash offer) for the shareholders of GSW Immobilien AG, Berlin (GSW), through which it would acquire the no-par-value bearer shares held in GSW in return for a consideration of €114.81 per share. By the end of the further acceptance deadline at midnight (local time in Frankfurt am Main) on January 6, 2022 (reference date), the bidder’s takeover offer for a total of 497,591 GSW shares was accepted. This corresponds to around 0.88% of the share capital and voting rights of GSW. Overall, Vonovia therefore holds around 94.02% of the share capital and voting rights in GSW.

On February 22, 2022 control of 20.5% of shares in the Adler Group, which were previously held by Aggregate Holdings Invest S.A., was transferred to Vonovia SE in the course of security recovery. The shares had been pledged to secure a loan that Vonovia had granted on October 7, 2021 through the repayment of a bank loan from Aggregate Holdings. The exercise of voting rights from shares of Vonovia is subject to the approval of the cartel office.