Vonovia SE

Legal Proceedings Report • Feb 22, 2022

Update on Recent Developments around Adler Optionality

Adler Share Price Decline Set Safety Mechanisms in Motion

February 22, 2022

What Has Happened?

Adler Share Price Decline Set Safety Mechanisms in Motion

Adler share price decline following recent corporate announcements

Margin call

Rights of Vonovia triggered

Application for antitrust approval

Enforcement

• On Jan. 28, Adler Group S.A. informed the market that the KPMG forensic report would not be finalized before Q2 2022.
• On Jan. 31, Adler Group S.A. informed the market about the resignation of M. Bütter from the Board of Directors.
• On Jan. 31, Vonovia sent a margin call notice to Aggregate, triggered by the Adler share price decline to below the agreed margin call level.
• This led to a payment request for cash collateral under the loan agreement to protect the value of the collateral.
• On Feb. 2, Aggregate failed to provide the cash collateral, which entitles Vonovia under the margin loan agreement to accelerate and enforce the margin loan, including by way of appropriating the collateral.
• On Feb. 18, Vonovia received the required exemption from the Federal Cartel Office (Bundeskartellamt) to appropriate the shares prior to the formal antitrust clearance, subject to the shares being held by the security agent, and Vonovia not exercising voting rights, until the mandatory formal antitrust clearance has been received.
• The application for this formal antitrust clearance from the Federal Cartel Office will be filed in due course.
• On Feb. 21, Vonovia sent an acceleration notice, followed by an enforcement and exclusive control notice via the security agent on Feb. 22. As a consequence, Vonovia has secured the appropriation of 20.5% of the Adler shares, which is the equivalent of €250m plus interest and enforcement costs, based on the relevant Adler closing price of €10.44 as of Feb. 21.

Vonovia Preserves Its Creditor Rights

Technical Consequences Triggered Under Margin Loan Agreement

What Are the Next Steps?

Loan Enforcement Does Not Preempt Decision On Next Steps

Vonovia now beneficiary owner of 20.5% of Adler shares

Mandatory antitrust clearance process

Adler shares transferred to Vonovia depository account

• As a result of the enforcement and exclusive control notice, J.P. Morgan as the custodian, where the Adler shares are held, may only act upon instructions of the Security Agent, who in turn may only act upon the instructions of Vonovia.
• Following the special exemption from the Federal Cartel Office granted on Feb. 18, the mandatory antitrust clearance process will be initiated in due course and is estimated to take about 1-2 months.
  • During this period, Vonovia will beneficially own the Adler shares but not issue any voting instructions.

• Following antitrust clearance Vonovia will be able to instruct transfer of the Adler shares to a depository account designated by Vonovia.

Considerations Leading to Decision to Enforce Margin Loan

On Balance, the Enforcement Results in More Advantages than Disadvantages

• Enforcement is the rational decision for Vonovia as the creditor under the margin loan agreement given failure of Aggregate to pay the required margin cash after share price decline.
• Loan and call option fall away, effectively ending contractual relation with Aggregate.
• Economic risk exposure remains at €250m and therefore unchanged compared to the previous pledge structure under the margin loan.
• Appropriation of a stake in Adler at a price that Vonovia considered attractive in light of the portfolio value and the potential risks already back in October 2021, when the margin loan agreement was signed.
• Vonovia can exercise influence towards improvement of Adler's corporate governance structure already prior to KPMG forensic report.¹

Pro Con

• X No visibility on KPMG forensic report yet.
• X Call option no longer available.
• X Direct exposure to share price risk compared to indirect exposure under the previous pledge structure.²

¹ Subject to mandatory formal antitrust clearance. ² Aggregate's failure to pay required margin cash suggests that loan repayment was not a certain outcome and hence exposure to share price risk already existed before (and was accepted by Vonovia when Vonovia became creditor under the margin loan agreement).

Disclaimer

This presentation has been specifically prepared by Vonovia SE and/or its affiliates (together, "Vonovia") for internal use. Consequently, it may not be sufficient or appropriate for the purpose for which a third party might use it.

This presentation has been provided for information purposes only and is being circulated on a confidential basis. This presentation shall be used only in accordance with applicable law, e.g. regarding national and international insider dealing rules, and must not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by the recipient to any other person. Receipt of this presentation constitutes an express agreement to be bound by such confidentiality and the other terms set out herein.

This presentation includes statements, estimates, opinions and projections with respect to anticipated future performance of Vonovia ("forward-looking statements") which reflect various assumptions concerning anticipated results taken from Vonovia's current business plan or from public sources which have not been independently verified or assessed by Vonovia and which may or may not prove to be correct. Any forward-looking statements reflect current expectations based on the current business plan and various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements only speak as at the date the presentation is provided to the recipient. It is up to the recipient of this presentation to make its own assessment of the validity of any forward-looking statements and assumptions and no liability is accepted by Vonovia in respect of the achievement of such forward-looking statements and assumptions.

Vonovia accepts no liability whatsoever to the extent permitted by applicable law for any direct, indirect or consequential loss or penalty arising from any use of this presentation, its contents or preparation or otherwise in connection with it.

No representation or warranty (whether express or implied) is given in respect of any information in this presentation or that this presentation is suitable for the recipient's purposes. The delivery of this presentation does not imply that the information herein is correct as at any time subsequent to the date hereof.

Vonovia has no obligation whatsoever to update or revise any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof.

This presentation does not, and is not intended to, constitute or form part of, and should not be construed as, an offer to sell, or a solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities of the Company nor shall it or any part of it form the basis of or be relied upon in connection with or act as any inducement to enter into any contract or commitment or investment decision whatsoever.

This presentation is neither an advertisement nor a prospectus and is made available on the express understanding that it does not contain all information that may be required to evaluate, and will not be used by the attendees/recipients in connection with, the purchase of or investment in any securities of the Company. This presentation is selective in nature and does not purport to contain all information that may be required to evaluate the Company and/or its securities. No reliance may or should be placed for any purpose whatsoever on the information contained in this presentation, or on its completeness, accuracy or fairness.

This presentation is not directed to or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

Neither this presentation nor the information contained in it may be taken, transmitted or distributed directly or indirectly into or within the United States, its territories or possessions. This presentation is not an offer of securities for sale in the United States. The securities of the Company have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States. Consequently, the securities of the Company may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States unless registered under the Securities Act.

Tables and diagrams may include rounding effects.