Legal corporate structure

Registered Capital and Shares

The registered capital of Deutsche Wohnen AG amounts to EUR 81.84 million and is divided into 81.84 no-par value shares with a notional share of the registered capital of EUR 1.00 per share. As of 31 December 2009, about 99.75 % of the shares are bearer shares (81,631,350 shares), while the remaining 0.25 % of the shares are registered shares (208,650 shares). The same rights and duties apply to all shares. Each share grants one vote in the General Meeting and is normative for the share of the shareholders in the profit of the company. The rights and duties of the shareholders is governed by the regulations of the German Stock Corporation Act, especially by §§ 12, 53a and the following, 118 and the following, and 186 of the said Act.

No restrictions regarding the voting rights or the transfer of shares are known to Management Board of Deutsche Wohnen AG.

In capital increases, the new shares are issued as bearer shares.

The Management Board is authorised, with the consent of the Supervisory Board, to increase the registered capital of eth company on one or several occasions in the period until 9 August 2011, by up to an aggregate of EUR 3.6 million by issuing up to 3.6 million new ordinary bearer shares against cash or non-cash contributions (authorised capital). The originally authorised capital amounted to EUR 10.0 million.

The registered capital is conditionally increased by up to further EUR 10.0 million through issue of no-par value bearer shares carrying dividend rights from the beginning of the financial year in which they were issued (contingent capital I).

The contingent capital increase serves shares to the owners or creditors of options or convertible bonds and of profit participation rights with conversion or option rights. These can be issued by the company or by a company which is 100 % directly or indirectly affiliated with the company during the period until 9 August 2011, in accordance with the authorisation of the General Meeting on 10 August 2006, provided that the issue is against cash. The contingent capital increase will only be carried out if rights related to the previously mentioned bonds with option rights or convertible bonds or convertible bonds or profit participation rights are exercised or the conversion rights from such debt securities are met and insofar as own shares are not used for this purpose.

The registered capital is conditionally increased by up to further EUR 2.7 million through issue of 2.7 million no-par value bearer shares carrying dividend rights from the beginning of the financial year in which they were issued (contingent capital II).

The contingent capital increase serves to grant shares to the owners or creditors of options or convertible bonds and of profit participation rights with conversion or option rights. These can be issued by the company or by a company which is controlled in accordance with the authorisation of the General Meeting on 17 June 2008, provided that the issue is against cash. The contingent capital increase will only be carried out if rights related to the previously mentioned bonds with option right or convertible bonds and/or profit participation rights with option or conversion rights are exercised or conversion obligations from such bonds are fulfilled, and insofar as own shares are not used for this purpose.

The registered capital is conditionally increased by up to EUR 100,000 with the issue of up to 100,000 no-par value bearer shares (contingent capital III). The conditional increase in capital is only implemented so far as the proprietors of the subscription rights, which are granted on the authority of the decision taken on point 12 of the agenda of the Annual General Meeting on 17 June 2008 regarding persons entitled to new shares, exercise these subscription rights. The new shares participate in profit sharing from the beginning of the financial year in which they originate through the exercising of the subscription rights.

Stocks with special rights that grant controlling authority do not exist.

If employees of Deutsche Wohnen AG should hold an interest in Deutsche Wohnen AG, they will have no controlling authority towards the Management Board.

Major interests

The following graph shows our shareholder structure as of 31 December 2009 (based on WpHG):

Major interests (Pie Chart)

Appointment and removal of the members of the Management Board and changes to the articles of incorporation

Members of the Management Board are appointed and dismissed according to § 84 and § 85 of the German Stock Corporation Act. The Supervisory Board appoints members of the Management Board for a maximum period of five years. It is allowed to re-instate an appointee or to prolong the term of office, however, only for a maximum period of five years. The articles of incorporation of Deutsche Wohnen AG add a supplement in this regard in § 5, namely that the Management Board consists of at least two members, but that otherwise the Supervisory Board determines the number of members of the Management Board. The Supervisory Board can appoint deputy members of the Management Board and also nominate a member of the Management Board as Chief Executive Officer or as Speaker of the Management Board.

The General Meeting resolves on changes in the articles of incorporation, according to § 119 para. 1 item 5 of the German Stock Corporation Act. Changes to the articles of incorporation that concern only the wording can be made by the Supervisory Board as per § 11 para. 5 of the articles of incorporation. According to § 11 para. 3 of the articles of incorporation, resolutions of the Annual General Meeting are taken with a simple majority of votes and, in so far as a capital majority is required, by a simple capital majority, except where the law or the articles of incorporation determine otherwise. According to § 4 para. 4 of the articles of incorporation, changes to the articles of incorporation, which result in the immediate conversion of bearer shares into registered shares, or which can result in this conversion after a previous request by the shareholders in accordance with § 24 of the German Stock Corporation Act, require a resolution by the General Meeting with a majority of 95.0 % of the registered capital represented. § 4 para. 4 expired on 1 January 2010.

My Annual Report