Vonovia SE

Mandatory public takeover offer by Vonovia SE to the shareholders of Hembla AB (publ)

You have entered the website which Vonovia SE has designated for the publication of documents and information in connection with its mandatory public takeover offer to the shareholders of Hembla AB (publ).

In order to access further information in connection with the takeover offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.

Important Legal Information

Vonovia SE, through its indirectly wholly-owned subsidiary HomeStar InvestCo AB (the Bidder), has announced on November 7th, 2019 a public takeover offer to the shareholders of Hembla AB (publ) (Hembla) to acquire all outstanding shares in Hembla which are not already held by the Bidder (the Offer). The Offer constitutes a mandatory public takeover offer pursuant to Chapter 3 Section 1 of the Swedish Takeover Act (Sw. Lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden).

Further information relating to the Offer will be published in the offer document, which will be published following the Swedish Financial Supervisory Authority’s approval and registration. Investors and holders of Hembla shares are strongly recommended to review the offer document and all other documents related to the Offer, as they will contain important information.

The Offer relates to shares in a Swedish company which are listed on Nasdaq Stockholm. The Offer will be conducted solely on the basis of the applicable provisions of the Swedish law, in particular the Swedish Takeover Act and Nasdaq Stockholm’s Takeover Rules. The Offer 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. Any documentation relating to the Offer 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 or jurisdiction 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 or jurisdiction. Persons who receive this communication (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. The Bidder, 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 or any other jurisdiction where such offer would be prohibited by applicable law or regulation (the Restricted Territories), by use of mail or any other means or instrumentality of interstate or foreign commerce, or of any facility of a national securities exchange, in any of the Restricted Territories. 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, any of the Restricted Territories or by persons located or resident in any of the Restricted Territories. Accordingly, any documentation related to the Offer is 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 located, resident, from or with a registered address in any of the Restricted Territories. Banks, brokers, dealers and other nominees holding shares for persons in any of the Restricted Territories must not forward the documents and information contained on this website or any other documents received in connection with the Offer to such persons. The Bidder will not deliver any consideration from the Offer into any of the Restricted Territories.

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 any of the Restricted Territories or any agent, fiduciary or other intermediate 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 located in, resident in or from 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, located in or that is giving an order to participate in such Offer from any of the Restricted Territories.

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

To the extent permissible under applicable law or regulation, the Bidder or its brokers may purchase, or conclude agreements to purchase, shares in Hembla, 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 Hembla 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.

If any documents or information on this website contain forward-looking statements, such statements do not represent facts and are characterised 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 the Bidder and the persons acting in concert with the Bidder, for example with regard to the potential consequences of the Offer, 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 the Bidder and the persons acting in concert with the Bidder 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 the Bidder or the persons acting in concert with the Bidder. 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.

By selecting the "I confirm" button, you warrant that you have read and understood the legal notice above.

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If you have any questions, please contact Investors Relations at Vonovia SE by telephone at +49 (0)234 314 1629 or by writing to Vonovia SE, Universitätsstraße 133, 44803 Bochum, Germany