DGAP-WpÜG: Takeover Offer ;

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.
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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

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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