HOWOGE Wohnungsbaugesellschaft mit beschränkter Haftung: HOWOGE issued corporate bonds of €1.7 billion at attractive terms with an average interest rate of 0.647% p.a.

Press release

NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN

HOWOGE issued corporate bonds of €1.7 billion at attractive terms with an average interest rate of 0.647% p.a.

Berlin, 26 October 2021. HOWOGE Wohnungsbaugesellschaft mbH success-
fully priced its first corporate bond transaction, raising a total of €1.7 billion. The transaction consists of unsecured fixed rate tranches with maturities of 3, 7 and 12 years and an average fixed interest rate of 0.647% (0.000% for the 3-year bond, 0.625% for the 7-year bond and 1.125% for the 12-year bond.

With the transaction being more than 5 times oversubscribed, it has not only attracted German investors' interest but has also generated demand throughout Europe, thus underlining the attractiveness and quality of HOWOGE's real estate portfolio. This was also confirmed in advance by the two rating agencies S&P Global Ratings and Fitch Ratings who awarded strong Investment Grade ratings of A and AA- respectively. The proceeds of the transaction will mainly be used to finance the purchase of approx. 8,300 flats from the Vonovia and Deutsche Wohnen portfolios.

"The successful inaugural issuance establishes HOWOGE's access to the capital market. This can now be utilised optimally to implement HOWOGE's clear growth strategy and, in particular, to sustainably support social housing construction in Berlin", said HOWOGE's CFO Thomas Felgenhauer. "Furthermore, the issuance allows HOWOGE to significantly reduce its current refinancing costs and to keep the rents stable", Felgenhauer continued.

The bonds were issued under the recently established €4 billion Debt Issuance Program, which provides HOWOGE with additional financing flexibility and enables stable and long-term debt financing on the capital market in addition to mortgage financing.

Settlement of the new bonds is planned for the 1^st November. The bonds will be listed on the Regulated Market of the Luxembourg Stock Exchange. The transaction was coordinated by Deutsche Bank and Morgan Stanley as Joint Global Coordinators and Joint Bookrunners and Société Générale and UniCredit as additional Joint Bookrunners.

About HOWOGE
HOWOGE Wohnungsbaugesellschaft mbH is one of six municipal housing companies belonging to the State of Berlin. It owns appr. 65,000 apartments, making it one of Germany's biggest landlords. HOWOGE intends to increase its housing portfolio to 100,000 apartments in the medium to long term, many of which will be new-build construction. HOWOGE is also building and renovating schools for the State of Berlin under the Berlin school construction program

Disclaimer

This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

This communication is an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The base prospectus is available, and the Final Terms of the bonds when published will be available, on the website of the Luxembourg Stock Exchange at https://www.bourse.lu/issuer/HowogeWo/105369.

Forward-looking statements and projections

Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that HOWOGE, or persons acting on its behalf, may issue.

Additional Information

This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state within the U.S., and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements. There will be no offering of the securities in the United States. This announcement and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers, or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to publications with a general circulation in the United States. The bonds are being offered and sold outside the United States only in reliance on Regulation S under the Securities Act.

In the United Kingdom, this announcement is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "relevant persons"). The bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

None of the Joint Bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to HOWOGE or any of their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The Joint Bookrunners are acting exclusively for HOWOGE and no one else in connection with the transaction. They will not regard any other person as their respective clients in relation to the transaction and will not be responsible to anyone other than HOWOGE for providing the protections afforded to their respective clients, nor for providing advice in relation to the transaction, the contents of this announcement or any arrangement or other matter referred to herein.

In connection with the issue of the bonds, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase the securities of HOWOGE and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of HOWOGE or related investments in connection with this securities offering or otherwise. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the bonds has led to the conclusion that: (i) the target market for the bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the bonds (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the bonds has led to the conclusion that: (i) the target market for the bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the bonds (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (as amended the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended or superseded, the "PRIIPs Regulation") for offering or selling the bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.