Auditors opinion

We have audited the annual financial statements, consisting of the balance sheet, the profit and loss statement, and the notes, including accounting and the Group management report of Deutsche Wohnen AG, Frankfurt/Main for the financial year from 1 January to 31 December 2009. The bookkeeping and the preparation of the annual financial statements and the Group management report in accordance with the regulations according to German commercial law are the responsibility of the legal representatives of the company. Our task is to evaluate the annual financial statements including accounting and the Group management report based on the audit performed by us.

We have carried out our audit of the annual financial statements in accordance with § 317 of the German Commercial Code, taking into account the established German principles for proper and orderly reporting relating to audits of financial statements of the Institute of German Auditors (Institut der Wirtschaftsprüfer, IDW). Accordingly, the audit is to be planned and realised in such a way that inaccuracies and violations which essentially affect the presentation of the assets, financial and earnings position as stated by the annual financial statements with respect to the generally accepted accounting principles and by the Group management report can be recognised with sufficient reliability. When determining the audit procedures, the knowledge of the business activity and of the economic and legal environment of the Group, as well as the expectations regarding possible errors are taken into account. In the context of the audit, the effectiveness of the internal control system regarding the accounting process, and verification of the data in accounting, the annual financial statements and the Group management report are evaluated mainly on the basis of samples.

The audit includes the assessment of the accounting principles applied and the essential estimations of the legal representatives as well as the evaluation of the overall presentation of the annual financial statements and the Group management report. We are of the view that our audit constitutes a sufficiently firm basis for our assessment.

Our audit has not resulted in any objections.

According to our assessment - based on the knowledge obtained during the audit -, the annual financial statements take into account the statutory regulations and convey a true and fair view of the asset, financial and earnings position of the Group, which corresponds to the actual circumstances, taking into account the principles of proper and orderly bookkeeping. The Group management report is in line with the annual financial statements, gives overall an accurate description of the position of the Group, and accurately presents the opportunities and risks of the future development.

Berlin, 5 March 2010

Ernst & Young GmbH
Wirtschaftsprüfungsgesellschaft

Völker
Auditor
Glöckner
Auditor

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