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Vonovia SE

Investor Presentation Nov 4, 2021

477_ip_2021-11-04_b910ea6f-0856-41ef-b014-e2d2181b1ec1.pdf

Investor Presentation

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9M 2021

Earnings Call Presentation (pages 2-22) & Investor Presentation (pages 23-47)

November 4, 2021

See Page Finder on page 76 for detailed index

1. 9M 2021 Results & Business Update pages 2-22

Nov 4, 2021 2

Agenda 9M 2021 Results and Business Update

4 Highlights

  • 5 Deutsche Wohnen Transaction Update & Impact on 9M Financials
  • 6-12 Segment Results
  • 13-14 Valuation
  • 15 EPRA NTA & NRV
  • 16-18 LTV & Capital Structure
  • 19 Two Agreements with Aggregate Holdings
  • 20 Sustainability Performance Index (SPI)
  • 21 Vonovia Stand-alone Guidance 2021

22 Wrap-up

Highlights

  • Operating business continues to perform fully in line with expectations.
  • Market fundamentals remain highly favorable.
  • Continued focus on managing the residential megatrends with a view towards sustainability and adequate stakeholder reconciliation.

  • Total Segment Revenue €3,517m (+9.5% y-o-y). • Adj. EBITDA Total €1,540.9m (+7.6% y-o-y).

  • Group FFO €1,147.3m (+12.9%) and €1.99 per eop share (+10.8% y-o-y).

Valuation

Financial Performance

  • €1.6bn (+2.6% l-f-l) value growth in Q3 (VNA stand-alone).
  • €1.8bn €2.6bn (2.8%-4.0%) value growth estimated for Q4 (VNA stand-alone).
  • EPRA NTA €70.26 per share (+12% ytd).1
  • EPRA NTA €60.44 per share excluding purchaser's costs (+6.7% ytd).

Capital Structure

2021E Guidance

Deutsche Wohnen

  • 45.3% LTV incl. the perpetual hybrid and 14.0x Net debt/EBITDA multiple2 as of Sep. 30, 2021 (excl. €10.5bn payment obligations for DWNI shares transferred after Sep. 30, 2021).1
  • Pro forma LTV below 45% when adjusted to reflect (i) €10.5bn payment obligations as of Sep 30, (ii) ca. €8bn3 rights issue, (iii) Berlin disposals and (iv) Q4 valuation estimate.
  • Vonovia-stand-alone guidance (excl. contributions from Deutsche Wohnen)
  • Adj. EBITDA Total increased to around the upper end of the €2,055m – €2,105m range;
  • Group FFO increased to €1,520m €1,540m.
  • Vonovia now owns 87.6% of voting rights.
  • Announced changes to Vonovia Management Board expected in Jan 2022.
  • Integration project kicked off.
  • Ca. €8bn rights issue as early as second half of November, subject to market conditions.3

1 Incl. Deutsche Wohnen on a fully consolidated basis as per Sep 30, 2021. This is based on 37.6% of shares (fully diluted) already paid and excluding €10.5bn payment obligations outstanding as of the end of Q3. 2 Adj. net debt quarterly average over Adj. EBITDA Total (LTM), adj. for IFRS 16 effects. 3 Any transaction would require, inter alia, approval by the Vonovia management board and supervisory board as well as a prospectus by BaFin.

Deutsche Wohnen

Transaction Update and Impact on Vonovia 9M Financials

  • Voluntary takeover offer successfully completed with 87.6% of voting rights now held by Vonovia.
  • Deutsche Wohnen to remain a listed entity for now.
  • As previously announced, the following changes to the Vonovia Management Board are expected for Jan. 2022.
  • Helene von Roeder to assume new responsibilities within Vonovia Management Board (innovation and digitalization);
  • Michael Zahn to become Deputy CEO;
  • Philip Grosse to become CFO.
  • Integration project already kicked off.
  • Synergy target of €105m EBITDA confirmed; full run rate by 2024.

Transaction update Impact on Vonovia's financials

  • DWNI fully consolidated under IFRS balance sheet as of Sep. 30, 2021 ("Anticipated Acquisition Method").1 No impact on 9M Segment EBITDAs.
  • At the end of Q3, 37.6% of the shares (fully diluted) were already paid, and the remaining purchase price of €10.5bn was booked as a payment obligation (i.e. not included in the reported LTV).
  • 9M Group FFO includes at-equity contribution of €25.6m from DWNI (two months of Q3 FFO at a weighted average stake of 29.8%).
  • Until the integration of DWNI into Vonovia, DWNI will be reported as a separate segment.
  • FY2021 results will be including
  • DWNI at-equity contribution for 2 months (+€25.6m);
  • Q4 DWNI FFO;
  • transaction-related financing cost (-€20.5m).
  • The guidance on page 21 is Vonovia stand-alone and does not include DWNI contributions.

1 The Anticipated Acquisition Method assumes an acquisition of 100% of Deutsche Wohnen, and the purchase price allocation/calculation of goodwill is only provisional.

Segment Overview Organic Revenue, EBITDA, and FFO Growth on a Stable Portfolio Volume

1 Excl. €0.9m (9M 2020: €0.3m) capitalized interest. 2 Consolidation in 9M 2021 (9M 2020) comprised intragroup profits of €27.2m (€24.1m), gross profit of development to hold of €44.3m (€44.3m), and IFRS 16 effects of €22.0m (€23.4m). 3 Quarterly average. 4 Two months of Deutsche Wohnen Q3 FFO at a weighted average stake of 29.8%.

1. 9M 2021 Results

Rental Segment Organic Growth and Efficiencies Drive Adj. EBITDA Rental

Slight rotation at the edges but 9M average portfolio volume similar to prior year with ~415k units.

  • Rental revenue driven by organic rent growth mostly from investments;
  • Operating expenses down and Adj. EBITDA Operations margin (Germany) up from continued operational improvements and after COVID-related precautionary measures in 9M 2020.
Rental Segment (€m) 9M 2021 9M 2020 Delta
Rental revenue 1,762.7 1,706.9 +3.3%
Maintenance expenses -245.3 -234.9 +4.4%
Operating expenses -277.4 -293.3 -5.4%
Adj. EBITDA Rental 1,240.0 1,178.7 +5.2%

80% 15% 5% Austria Germany Sweden

Rental revenue by geography

Rental Segment Operating KPIs

  • Organic rent growth of 3.5% year-on-year. • Organic rent growth of 3.5% year-on-year.
  • Low vacancy levels as a result of unbroken demand for our product and strong operational performance in spite of ongoing COVID-19 restrictions. • Rent receivables in Germany at low levels. Temporary increase • Low vacancy levels as a result of unbroken demand for our product and strong operational performance in spite of ongoing COVID-19 restrictions.
  • during COVID-19 pandemic overcompensated. • Rent receivables remain at record-low levels. Temporary increase during COVID-19 pandemic overcompensated.

Market Modernization New construction

1. 9M 2021 Results

Value-add Segment Steady Internal and External Revenue Growth Continues

  • 1. 9M 2021 Results excl. DWNI
  • Increased external and internal revenue in 9M 2021 from continued expansion of the different Value-add initiatives, predominantly in
  • Craftsmen service with improved productivity and higher EBITDA contribution in spite of cost inflation for construction material and labor.
  • Residential environment services with higher topline and increased EBITDA contribution.
  • Multimedia supply with increased penetration and higher EBITDA contribution.
  • Smart metering supply with higher topline and increased EBITDA contribution.
  • Growing energy supply to delivery points for electricity and gas in the portfolio leads to increasing EBITDA contribution.

1 Disclosure of Value-add segment has been changed with the introduction of the new metric Total Segment Revenue. See FY 2020 financial report (cf. Notes A2/C23) for further details. 9M 2020 figures adjusted. 2 Distribution based on 2021 budget.

Recurring Sales Segment Unbroken Demand for Individual Condos

  • Stable fair value-step-ups on the back of high disposal volumes.
  • 9M 2021 Recurring Sales positively impacted by
  • continuing high demand in our markets;
  • spillover from Q4 2020; and
  • some harder-to-sell condo units sold as one block availing of the high demand.
  • Outside the Recurring Sales Segment we sold 620 non-core units and land plots in 9M 2021 with a fair value step-up of 50.7%.
Recurring Sales Segment (€m) 9M 2021 9M 2020 Delta
Units sold 2,367 1,883 +25.7%
Revenue from recurring sales 422.2 296.5 +42.4%
Fair value -302.7 -211.6 +43.1%
Adjusted result 119.5 84.9 +40.8%
Fair
value step-up
39.5% 40.1% -60bps
Selling costs -14.0 -10.0 +40.0%
Adj. EBITDA Recurring Sales 105.5 74.9 +40.9%

1 2018 onwards also including recurring sales in Austria.

  • The Recurring Sales Segment comprises of single-unit sales from
  • a defined sub-portfolio of ca. 24k units in Germany for which we already have a separate title;

1. 9M 2021 Results

  • the Austrian portfolio with ca. 22k units, where sales are made opportunistically when apartments become vacant.
  • The cash proceeds from Recurring Sales are used as an equity contribution for the investment program.

Development Segment On Track for the Full Year

  • Project nature of development business resulted in higher to-sell and lower to-hold volumes in 9M 2021.
  • Operating expenses in 9M 2021 including Bien-Ries (now: BUWOG Rhein-Main-Development GmbH); prior year impacted by reversal of provisions. Further expansion of BUWOG Germany also contributed to higher costs for personnel and materials.
Development Segment (€m) 9M 2021 9M 2020 Delta
Revenue from
disposal of to-sell properties
328.8 181.6 +81.1%
Cost of Development
to sell
-270.3 -145.0 +86.4%
Gross profit
Development to sell
58.5 36.6 +59.8%
Fair value
Development to hold
162.2 225.8 -28.2%
Cost of Development to hold1 -117.9 -181.5 -35.0%
Gross
profit Development to hold
44.3 44.3 0.0%
Rental revenue Development 1.0 0.8 +25.0%
Operating expenses Development -24.0 -12.9 +86.0%
Adj. EBITDA Development 79.8 68.8 +16.0%

1. 9M 2021 Results

excl. DWNI

Development to hold (by fair value)

1 Excl. €0.9m (9M 2020: €0.3m) capitalized interest. Note: This segment includes the contribution of to-sell and to-hold constructions of new buildings. Not included is the construction of new apartments by adding floors to existing buildings, as this happens in the context of modernization.

Development Segment

Vonovia's Contribution towards Reducing the Housing Shortage

New rental apartments for our own portfolio (to hold) New apartments for disposal (to sell)

  • 786 units completed in 9M 2021 (including floor additions).
  • Total pipeline of ca. 38k apartments, of which more than 70% in Germany and the remainder in Austria and Sweden.
  • Average apartment size between 60-70 sqm and broadly in line with overall portfolio average.
  • The Development to-hold investment volume is part of the overall investment program.

2021 target: ~1,500 completions

  • 580 units completed in 9M 2021.
  • Total pipeline volume of ca. €3.1bn (ca. 9k apartments), of which ca. two thirds in Germany and ca. one third in Austria.
  • Average investment volume of €4.5k €5.0k per sqm.
  • Gross margins between 20-25% on average.
  • Average apartment size between 70-80 sqm.
  • Investment capital for Dev. to sell is not part of investment program.

2021 target: ~800 completions

Valuation

Q3 Results and Q4 Estimate for Vonovia stand-alone

The need to mark the portfolio at fair market value on the one hand and the unbroken price dynamics in Vonovia's markets on the other hand required a portfolio valuation as of Sep. 30, 2021.

KPMG, statutory auditor

  • Valuation gains across the entire portfolio with the highest gains in Sweden, followed by Germany and Austria.
  • The Vonovia stand-alone valuation resulted in a total value growth of €1.6bn for Q3 (+2.6% l-f-l)
  • €1.3bn from performance & yield compression (+2.2%);
  • €0.3bn from investments (+0.4%).
  • For Q4, preliminary indications for the Vonovia stand-alone valuation suggest further value growth between €1.8bn and €2.6bn (2.8% - 4.0%).

In-place rents in Austria and Sweden are not fully comparable to Germany, as Sweden includes ancillary costs and Austria includes maintenance and property improvement contributions from tenants. The data above shows the rental level unadjusted to the German definition. Local currency. 3 Combined total fair value for Vonovia incl. Deutsche Wohnen of €95.4bn, including €5.5bn for undeveloped land, inheritable building rights granted (€0.7bn), assets under construction (€0.8bn), development (€0.9bn), nursing and assisted living (€1.3bn) and other (€1.8bn). 4 L-f-l calculation of property portfolio excl. undeveloped land etc. Based on Deutsche Wohnen definition.

Valuation Value Growth with Increasing Momentum

  • Q3 valuation and Q4 estimate show ongoing strong market dynamics.
  • Continuous value gains supported by Vonovia's condo sales and non-core disposals as well as third party market transactions.
  • Including Q4 estimates, the overall value growth is estimated to be the highest since the IPO with the exception of 2016.

1 Comparable transactions we have observed in the market over the last 12 months. Premium to fair value reflect best estimates based on Vonovia market intelligence.

EPRA NTA and NRV

1. 9M 2021 Results

incl. DWNI

  • Sep. 30, 2021 data including Deutsche Wohnen on a fully consolidated basis with
  • 50% of deferred taxes included for EPRA NTA;
  • 100% of purchaser's costs included for EPRA NTA.
  • Excluding purchaser's costs the EPRA NTA pro forma per share was €60.44 as of Sep. 30, 2021.
EPRA NTA EPRA NRV
€m
(unless indicated otherwise)
Sep. 30,
20211
Dec. 31,
2020
Delta Sep. 30,
20211
Dec. 31,
2020
Delta
IFRS Equity attributable to shareholders 26,493.2 23,143.9 +14.5% 26,493.2 23,143.9 +14.5%
Deferred tax in relation to FV gains of investment property2 15,111.2 10,466.7 +44.4% 19,577.4 11,947.8 +63.9%
FV of financial instruments3 Incl. €2.9bn Deutsche Wohnen
deferred taxes
51.5 54.9 -6.2% 51.5 54.9 -6.2%
Goodwill as per IFRS balance sheet -6,739.1 -1,494.7 >100% - - -
Intangibles as per IFRS balance sheet Incl. €5.4bn Deutsche Wohnen
preliminary goodwill5
-145.9 -117.0 -24.7% - - -
Revaluation of the intangibles4 - - - 4,610.0 4,610.0 -
Purchaser's costs2 Incl. €1.9bn Deutsche Wohnen 5,647.0 3,434.8 +64.4% 6,137.1 3,920.8 +56.5%
NAV purchaser's costs 40,417.9 35,488.6 +13.9% 56,869.2 43,677.4 +30.2%
NOSH (million) 575.3 565.9 +1.7% 575.3 565.9 +16.6%
NAV (€/share) 70.26 62.71 +12.0% 98.86 77.18 +28.1%

1 Incl. Deutsche Wohnen. 2 VNA Hold Portfolio only for EPRA NTA. Total portfolio for EPRA NRV. 50% of Deutsche Wohnen deferred taxes included for EPRA NTA in 2021; 100% of Deutsche Wohnen Purchasers' costs included for EPRA NTA in 2021. 3 Adjusted for effects from cross currency swaps. 4 No revaluation of intangibles in Q3 (only once a year in Q4). 5 Preliminary since "Anticipated Acquisition Method" has been used, which assumes an acquisition of 100% of Deutsche Wohnen.

LTV & Net Debt/EBITDA Multiple

DWNI Transaction Structure Leads to Temporarily Elevated Metrics

€m
(unless indicated otherwise)
Sep. 30,
2021
Dec. 31,
2020
Delta
Non-derivative financial liabilities 46,179.9 24,084.7 +91.7%
Foreign exchange rate effects -31.6 -18.9 +67.2%
Cash and cash equivalents -3,173.2 -613.3 >100%
Net debt 42,975.1 23,452.5 +83.2%
Sales receivables/prepayments -60.1 -122.3 -50.9%
Adj. net debt 42,915.0 23,330.2 +83.9%
Fair value of real estate portfolio 95,378.7 58,910.7 +61.9%
Loans to companies holding
immovable property and land
950.4 - -
Shares in other real estate
companies
700.4 324.8 >100%
Adj. fair value of real estate
portfolio
97,029.5 59,235.5 +63.8%
LTV 44.2% 39.4% +480bps
LTV (incl. perpetual hybrid) 45.3% 41.1% +420bps
Net debt/EBITDA multiple1 14.0x 12.3x +1.7x

• We remain committed to our LTV target range of 40-45%.

• The reported LTV and Net debt/EBITDA multiple as of Sep 30 do not include the purchase price of €10.5bn for Deutsche Wohnen shares not yet paid as of the end of Q3.

1. 9M 2021 Results

incl. DWNI

• Using the 45.3% LTV as of Sep 30 as a starting point, the pro forma LTV is expected to develop as follows:

1 Adj. net debt quarterly average over Adj. EBITDA Total (LTM), adj. for IFRS 16 effects. 2 Any transaction would require, inter alia, approval by the Vonovia management board and supervisory board as well as a prospectus by BaFin.

Capital Structure Smooth Maturity Profile and Diverse Funding Mix

  • Combination of LTV, fixed/hedged debt ratio and maturity profile remains key in overall funding strategy.
  • The well-balanced maturity profile and the heterogeneous funding mix safeguard sufficient flexibility for future refinancings.

1Maturity profile excl. € 1.2bn Deutsche Wohnen convertible bonds as well as the bond that matured on Oct. 8, 2021.

1. 9M 2021 Results

incl. DWNI

1. 9M 2021 Results

Capital Structure KPIs and Bond Covenants

KPI / criteria Sep. 30, 2021 Jun. 30, 2021
Corporate rating
(Scope)
A- A
Corporate rating (S&P) BBB+
Please see page 16 for
BBB+
pro forma LTV bridge
Corporate rating (Moody's)
A3 A3
LTV1 (Adj. net debt / fair value)
LTV (Adj. net debt incl. equity hybrid / fair
value)
44.2%
45.3%
40.5%
42.0%
debt/EBITDA multiple2
Net
14.0x 12.3x
ratio1,3
Fixed/hedged debt
99% 99%
Average cost of
debt1,3
1.13% 1.26%
Weighted average maturity (years)1,3 8.4 8.2
Most recent bond issuances (August 2021)
€0.5bn, 2 years
€1.25bn,
4.25 years
€1.25bn, 7 years
€1.25bn, 11 years
€0.75bn,
30 years
0.000%
0.000%
0.250%
0.750%
1.625%
Bond covenants Required level Current
level
(Sep. 30, 2021)
LTV
(Total financial debt / total assets)
<60% 43%
Secured LTV
(Secured debt / total assets)
<45% 13%
ICR
(LTM Adj. EBITDA / LTM
net cash interest)
>1.8x 5.1x
Unencumbered assets
(Unencumbered assets
/ unsecured debt)
>125% 178%
Nov 4, 2021 9M 2021 Earnings Call & Investor Presentation 18 Related
page(s): 64

1Excl. equity hybrid. 2Adj. net debt quarterly average over Adj. EBITDA Total (LTM), adj. for IFRS 16 effect. 3Vonovia stand-alone excl. Deutsche Wohnen.

Two Agreements with Aggregate Holdings Lombard Loan to Aggregate plus Call Options on Adler

There are two agreements between Vonovia and Aggregate Holdings Invest S.A.

    1. Vonovia granted a ca. €250m Lombard loan (taken over from a consortium of banks and including an upsizing of €30m) to Aggregate Holdings Invest S.A. This loan matures in 04/2023, and is secured by the full stake that Aggregate holds in Adler Group S.A. (26.6%).
    1. In addition, Vonovia has secured call options for up to half of Aggregate's stake in Adler Group S.A. (13.3%). These call options have a strike price of €14/share and can be exercised at Vonovia's discretion. The call options also expire in 04/2023. The number of Adler shares subject to a call option decreases to the extent Vonovia enforces its security rights over the Adler stake or acquires additional Adler shares in excess of 10% of the current Adler share capital, including by way of subscribing to new shares from an Adler capital increase without subscription rights for a price of no more than €14/share (that Aggregate has agreed to use best efforts to initiate by October 2022). To the extent Vonovia falls short of a stake of 10% of the current Adler share capital, the number of shares subject to a call option increases (up to a maximum of 15% in Adler Group S.A.).

Sustainability Performance Index (SPI) Measurable Targets for Non-financial KPIs

  • Vonovia has established the Sustainability Performance Index with quantitative, nonfinancial KPIs to measure sustainability performance in the most relevant areas.
  • SPI reporting is audited by our statutory auditor.1
  • The SPI is a relevant criterion in the long-term incentive plan for the executive board as well as for the leadership group below the executive management.
  • To achieve the target of 100%, all six individual targets must be fully achieved.
2020
Actuals
2021
Initial
Targets
Medium-term
Targets
1 CO2
intensity in the
portfolio2,3
39.5
(kg CO2e/sqm/p.a.)
Reduction
of at least
2%
<
30
(kg CO2e/sqm/p.a.)
until 2030
2 Average primary
energy need of new
constructions
35.7
(kWh/sqm
p.a.)
Substantial
increase4
33
(kWh/sqm
p.a.)
until 2024
3 Ratio of senior-friendly
apartment
refurbishments among
all new lettings3
30.1% ~30% ~30% p.a.
4 Customer satisfaction3 +8.6% In
line with
prior-year
level
Increase by
2% points until 2024
5 Employee satisfaction No survey Slight
increase
Increase by
4% points until 2024
6 Workforce gender
diversity
(1st and 2nd level below
top mgt.)5
25.9% In
line with
prior-year
level
26% until 2024
~100%
Current 2021E Guidance is ~105%, primarily
driven by higher CO2 reduction, CSI improvements
and increased employee satisfaction

1 Limited assurance. 2 Limited comparability to previous years due to harmonization of data sources and update of emission factors for the calculation of carbon emissions in current fiscal year. 3Germany only at this point. 4 Initial increase because of projects approved in the past (prior to establishing the SPI) that will be completed in 2021. 5 Based on female representation within overall workforce.

SPI

1. 9M 2021 Results

Final Guidance 2021

Increased Vonovia Stand-alone Guidance for Adj. EBITDA Total and Group FFO

  • Guidance is for Vonovia-stand-alone without Deutsche Wohnen contribution.
  • Actual FY2021 results will be including (a) DWNI at-equity contribution for 2 months (+€25.6m), (b) Q4 DWNI FFO, and (c) transaction-related financing cost (-€20.5m).
Previous 2021 Guidance
(as of 08/2021)
Final 2021 Guidance
(as of 11/2021)
Mid-Term
Outlook
Total
Segment Revenue
~€4.9bn -
~€5.1bn
~€4.9bn -
~€5.1bn
growing
Rental Revenue ~€2.3bn -
~€2.4bn
~€2.3bn -
~€2.4bn
growing
Organic rent growth (eop) ~3.8% ~3.8% stable
Recurring Sales (# of units) ~2,800 ~2,800 stable
FV step-up Recurring Sales >35% >35% stable
Adj. EBITDA Total €2,055m –
€2,105m
around upper end of
€2,055m –
€2,105m range
growing
Group FFO €1,465m –
€1,515m
€1,520m –
€1,540m
growing
Dividend (€/share) ~70%
of Group FFO per share
~70% of Group FFO per share1 stable
payout ratio;
€/share growing
Investments ~€1.3bn –
~€1.6bn
~€1.3bn –
~€1.6bn
at least stable
SPI ~105% ~105% at least stable

1 (Vonovia stand-alone Group FFO + (Deutsche Wohnen 2021 FFO * ~65% theoretical payout rate DWNI * 87.6% Vonovia stake)) * ~70% Vonovia payout rate.

Wrap-up

Performance well on track, market fundamentals remain highly attractive.

Continued earnings and value growth both organically and through Deutsche Wohnen acquisition.

ESG focus and stakeholder reconciliation remain crucial.

Agenda

2.

See Page Finder on page 76 for detailed index

pages 2-22

Investor Presentation pages 23-47

pages 48-76

Agenda Investor Presentation

Europe's Leading Resi
Player
Consistent Strategy Execution since IPO
Compelling
Investment Case
Earnings & Value Growth Across Four Segments
Granular B-to-C End Consumer Business
Robust Operating Business
Megatrends
Capital Allocation
Investment Program
Market Outperformance
M&A Criteria & Portfolio Evolution
Sustainability
Residential Market Trends
Supply/Demand
Imbalance
Rent Growth
Summary of Investment Case

Europe's Leading Residential Property Owner and Operator

We are the long-term owner and full-scale operator of Europe's largest listed multifamily housing portfolio with ca. 568k apartments1 for small and medium incomes in metropolitan growth areas.

Geographic split (by number of units)

1 Incl. ca. 15k units to be sold to the City of Berlin.

2. Investor Presentation

incl. DWNI

25

Consistent Strategy Execution since IPO

Sustainability Not a focus Business is firmly anchored around sustainability.

Business Built for Long-term Growth

IPO Today

Concept introduced at IPO but met with substantial

Starting a new chapter after years of private equity

2.
Investor Presentation
-- ----------------------------- --
Business Scope Rental
and condo sales
Rental
& Value-add (efficient, scalable B-to-C operating business).
Development
(profitable business & our answer to supply/demand imbalance).
Recurring
sales
(track record of ~2.5k p.a. at 30%+ gross margin).
Geographic Scope Legacy portfolio all across
Germany
89% -
15 urban growth regions.
7% -
Stockholm, Gothenburg and Malmö.
4% -
Mostly Vienna.
Small stakes to prepare and be ready for potential
future growth.
Vertical Integration Plans for insourcing strategy
yet to be implemented
Vonovia's
in-house Service Center, Craftsmen Organization and Residential Environment Service Team
are a clear USP in Germany.
M&A Self-image of market
consolidator yet to be
proven
Track record of >450k units acquired with swift
deal execution and subsequent integration; appetite for
more.
(i) Low cost of capital, (ii) best-in-class
platform with lowest operating costs,
and (iii) committed strategy for
decarbonizing the portfolio are competitive advantages that will lead to accretive acquisition
opportunities in the future.

Germany to prove it is not a German phenomenon but the Vonovia business model.

Next step: replicate efficient platform with increasing EBITDA margins and declining costs per unit outside of

Nov 4, 2021 9M 2021 Earnings Call & Investor Presentation

ownership

doubt

Scalability

Reputation

Binding climate path in place for CO2 neutral portfolio by 2050.

Increasingly recognized as a reliable partner by local communities. Stakeholder approach on fundamental environmental and social issues.

Scalability proven for German portfolio.

Compelling Investment Case

2. Investor Presentation

Earnings and Value Growth across Four Segments

2. Investor Presentation

Development
New construction of apartments to
hold and to sell via greenfield and
brownfield development
Rental & Value-add
(Operating business)
Efficient property and portfolio management including ancillary service business
for internal savings and external revenue
Recurring Sales
Disposal of individual apartments to
retail buyers

Vonovia is one of the leading
homebuilders in Germany

New construction is a financially and

Robust top-line growth from regulated environment with high pass-through rate
at >75% EBITDA margin and growing

13-year average duration of rental contracts with no cluster risk because of
granular B-to-C business

High degree of insourcing with standardization, industrialization and process

Steady sale of ca. 2.5k apartments
annually at ~30% (est.) above fair
market value
strategically valuable addition to the
core business
optimization along the value chain

Segment contribution to 2020 Adj. EBITDA ca. 89%

Segment contribution to 2020
Adj. EBITDA ca. 5%

Segment contribution to 2020
Adj. EBITDA ca. 6%
Property Management
(~1,500 letting agents & caretakers)
Face to the customer and eyes & ears on the
ground in our local markets
Residential Environment
(~ 1,000 landscape gardeners)
Mainly maintenance and construction of gray and
green areas and snow/ice removal in the winter
Service Center
(~1,000 service agents)
Centralized property management including
inbound calls and e-mails, recoverables
billing,
contract management, maintenance dispatch and
rent growth management
Technical Service
(~5,000 craftsmen)
Wholly-owned craftsmen company ("VTS") for
large share of maintenance and modernization
plus pooling of entire purchasing power

Granular B-to-C End-Consumer Business

2. Investor Presentation

excl. DWNI

Residential real estate is a granular mass business with large volumes that offers a competitive advantage to companies with an efficient operating platform, a high degree of standardization and process excellence.

2. Investor Presentation

excl. DWNI

Robust Operating Business

  • Successful portfolio management has resulted in portfolio concentration in urban growth areas.
  • Sustainable rent growth momentum and structural supply/demand imbalance in these urban areas safeguard highly robust top-line.
  • Focus on scale, standardization and industrialization delivers increasing efficiencies.

Bread & butter market rent growth levered with investments

1 EBITDA Operations margin = (Adj. EBITDA Rental + Adj. EBITDA Value-add – intragroup profits) / Rental revenue. 2019 onwards, margin includes positive impact from IFRS 16. Cost per unit is defined as (Rental revenue – EBITDA Operations + Maintenance) / average no. of units. Incremental cost per unit is ca. €250 in Germany.

High occupancy rates – vacancies almost all modernization related Scale and efficiency gains in Germany1

Occupancy rate

Megatrends – Challenge & Opportunity

2. Investor Presentation

Our scale, sustainable business model and access to capital markets enable us to assume a leading role in our industry for finding and implementing solutions.

An increasing part of the population is moving into urban areas

Ca. 1/3 of greenhouse gas emissions are related to real estate

An increasing share of the population is 65+ years

We are providing apartments at fair price levels to a growing urban population

Our products and services give more than one million people an affordable home in their apartment and neighborhood.

We are a driving force of the industry and have embarked on a climate path that will result in a CO2 neutral portfolio by 2050

The energy-efficient modernization of the housing stock and innovative solutions for carbon neutral residential neighborhoods are paramount for achieving climate protection targets.

We are preparing at least one third of all Vonovia apartments that become vacant for elderly tenants

Demographic changes require refurbishing apartments to enable an ageing population to stay in their homes with little or no assistance for longer.

2. Investor Presentation

Disciplined Capital Allocation (I) Organic Core Business excl. DWNI

Dividend policy

  • 70% of recurring cash earnings (FFO) paid out as dividend.
  • We expect to continue to be able to deliver sustainably growing dividends.
  • Scrip dividend option since FY2016.

Investment Program

  • Investments in modernization and new construction to hold to address the megatrends urbanization, energy efficiency and demographic change.
  • Drives organic earnings, value growth, and overall portfolio quality.

1 Based on prevailing internal management KPI, which was FFO1 from 2013-2018 and Group FFO starting in 2019.

2 Vonovia stand-alone.

32

2. Investor Presentation

Disciplined Capital Allocation (II) Opportunistic Strategies

M&A

  • Disciplined and opportunistic approach.
  • Clear set of criteria to safeguard earnings and value growth for shareholders.
  • Impeccable track record of execution with >470k apartments acquired since IPO.

Share buy-backs

  • Shareholder authorization in place (until 2023).
  • General preference for allocating capital to long-term growth of the company.
  • Potentially an option in case shares trade at steep discount to Adj. NAV over longer time.

Investment Program for Organic Growth Investing on the Basis of Megatrends

Three main investment categories lead to incremental rental revenue1, value appreciation and an overall improvement of our portfolio quality, including CO2 emission reductions.

Our Target IRR for the overall investment program is ca. 9%.

Investment program evolution (€m)

Construction of apartments for our own portfolio through entirely new buildings or floor additions to existing buildings, applying modular and conventional construction methods (Excl. development to sell).

Energy-efficient building modernization usually including new facades, roofs, windows and heating systems.

Apartment Primarily senior-friendly apartment renovation usually including new bathrooms, modern electrical installations, new flooring, etc.

1 An aggregate amount of ~€92m additional rent p.a. is still in the pipeline from the investment programs 2017 to 2021 where projects are underway but not fully completed. Note: The target volume of €1,300 - €1,600 million does not account for any additional impacts that may arise from using the new Federal Funding Regulation for Energy-Efficient Buildings ("BEG") and that may possibly lead to higher volumes.

New construction to hold

Upgrade Building

Optimize

34

excl. DWNI

2. Investor Presentation

2. Investor Presentation

Market Outperformance

Over the medium Term, Vonovia has consistently outperformed since the IPO

Note: As of October 31, 2021. DAX is a performance index with dividends reinvested; EURO STOXX 50 and EPRA Europe are excl. dividends. Vonovia share price return is calculated as the percent change of end of period over beginning of period; Vonovia dividend return is calculated as cumulative DPS over the period as a percent of the share price at the beginning of the period.

2. Investor Presentation

M&A Philosophy

Growing through Acquisitions Makes Sense – But Only at the Right Price

Acquisition philosophy Acquisition criteria

  • Increased scale delivers efficiencies, performance and value growth.
  • In principle, any acquisition in our core markets makes sense but only if it is made at the right price.
  • We remain disciplined and opportunistic.
  • No quantitative acquisition target
  • No target ratios for the geographic distribution of our portfolio
  • Management is not incentivized through acquisitions
  • M&A is a key element of our strategy. On the basis of our acquisition criteria we keep up-to-date models for any acquisition opportunity of >1k apartments in our core markets.
  • We see these main competitive advantages:
  • Efficient operating platform and low incremental cost per new unit
  • Wide footprint across urban growth markets in Germany and selected European metropolitan areas
  • Access to capital markets
  • Superior sustainability profile

Strategic Rationale

Long-term view of the portfolio with a focus on urban growth regions

Financial Discipline

At least neutral to current investment grade ratings (assuming 50% equity/ 50% debt financing)

Earnings Accretion

Accretive to EBITDA Rental yield

Value Accretion At least neutral to EPRA NTA per share

Portfolio Evolution

Execution of Strategy as Market Consolidator and Player of Scale

2. Investor Presentation

Serving a Fundamental Need in a Highly Relevant Market

All of our actions have more than just an economic dimension and require adequate stakeholder reconciliation.

  • We provide a home to more than 1 million people from ca. 150 nations.
  • CO2 emissions related to housing are one of the largest sources of greenhouse gas emissions.
  • As a listed, blue-chip company we are rightfully held to a high standard.

Our Business Is Deeply Rooted in ESG

2. Investor Presentation

Recognition of ESG Performance

ESG Ratings and Indices

ESG Indices

Vonovia is a constituent of various ESG indices, including the following: DAX 50 ESG, STOXX Global ESG Leaders, EURO STOXX ESG Leaders 50, STOXX Europe ESG Leaders 50, Dow Jones Sustainability Index Europe.

United Nations Sustainability Development Goals

Vonovia has a meaningful Impact on 8 SDGs

Vonovia's Climate Path towards CO2 Neutrality

Continued Modernization, Renewable Energy and Sector Coupling

Note: This climate path refers to the German portfolio; we are in the process of developing separate climate paths for the portfolios in Austria and Sweden. Source: Fraunhofer ISE modelling of Vonovia portfolio. Reduction of energy need of 160 kWh towards 60% through the following measures: Building envelope (insulated facade, windows) to become KFW Standard 100-70; scenarios 2 and 3 include the simulation of a change of energy sources. 1 In order to achieve the climate neutral case certain regulatory adjustments still need to be made and not all of the technological concepts have been fully developed yet.

Balanced Stakeholder Approach

A home at a fair
rent level
Fair rental levels for low-
to mid
income households
Self-imposed obligation to cap
modernization rent increases to
max. €2 per sqm;
Guarantee to tenants 70+ years
that rents will remain affordable
even if market rents change
Hardship case management to
effectively assist tenants in
financial distress;
No claw back of foregone rents
after Berlin rent freeze was ruled
unconstitutional
COVID-19 –
special promise that
we will find individual solutions for
tenants who struggle financially;
no one to lose the roof over their
head
Contribution to
society and
stability of local
neighborhoods
242 social projects in our
neighborhoods;
Cooperation with non-profit
organizations to support tenants in
need
Vonovia Foundation supports
multitude of social projects
34 neighborhood managers and
social workers to assist tenants
and promote unity in diversity in
our neighborhoods
Customers from ca. 150 different
countries and tenants from all
walks of life
Top employer It is our ambition to be the best
employer in the real estate and
craftsmen industries
Employer appeal –
we are an
attractive employer for former,
current and future employees
Talents –
we actively support our
employees in their development to
become the experts and leaders of
our industry
Culture & change –
we share a
common culture of diversity,
performance and appreciation in
an developing organization that
embraces change

2. Investor Presentation

Highly Robust Governance

2. Investor Presentation

Governance

Highly robust governance structure with twotier board system and fully independent supervisory board

Dedicated ESG Department reporting directly to the CEO; The Supervisory Board monitors ESG issues in the Audit Committee; Sustainability Committee meets at regular intervals and on a need-basis

Numerous policies published (e.g. human rights, whistleblower, tax understanding, etc.) Committed to ILO Core Labor Standards and UN Global Compact on Human Rights

Roadmap

Anchoring TCFD further in our sustainability reporting and adopting EU taxonomy

Further development of sustainability risk management and environmental controlling Continued progress on ESG Ratings and inclusion in leading ESG indices

2013 2014 2015 2016 2019 2020

1,475

Vonovia (Germany) – fair value/sqm (€; total lettable area) vs. construction costs

1,264

1,054

901 964

Building Land

Favorable Market Environment

Urbanization, Replacement Costs, and Gap between Bund Yields and Resi Yields excl. DWNI

  • Long-term trend of urbanization puts pressure on urban housing markets.
  • In-place values are substantially below replacement costs.
  • Continuously wide gap between bund yields and resi yields.

Large gap between in-place values and replacement costs2

1,677

1,893

2017 2018 Market costs

2,099

Supply/demand imbalance, rental regulation, market rent growth, location of assets etc. seem to outweigh the impact of interest rates when it comes to pricing residential real estate.

1 Source: BBSR (https://gis.uba.de/maps/resources/apps/bbsr/index.html?lang=de) 2Note: VNA 2010 – 2014 refers to Deutsche Annington Portfolio at the time; construction costs excluding land. The land value refers to the share of total fair value allocated to land. 3 Yearly asset yields vs. rolling 200d average of 10y interest rates. Sources: Thomson Reuters, bulwiengesa (2020 resi yield is an estimate).

for new constructions

Factor 2.5x - 3.0x

44

Supply/Demand Imbalance

Construction Volumes Are Not Keeping Up with Increasing Demand

  • Vonovia considers the structural supply/demand imbalance in urban areas to be the most relevant driver of residential property values.
  • A meaningful improvement to this imbalance is not in sight:
  • building permits are hard to obtain;
  • craftsmen capabilities remain a scarcity;
  • residents do not want their neighborhood to change with new construction and new people (NIMBY – "Not In My Back Yard").
  • The rate of completion falls short of current construction targets.
  • At the same time, the actual need for new housing is likely to be substantially larger than widely anticipated:
  • One factor that has received little attention in housing and population forecasts is the retirement of the strongest age group 50-59 years.
  • Over the next 10 years, many members from this age group will be retiring and the younger age groups are all significantly smaller.
  • If Germany is to maintain its current productivity, there remains a gap that can only be replaced through immigration. The Head of Germany's Federal Labor Agency estimates that in order to maintain its productivity, Germany will need to see an inflow of ca. 400k immigrants per year to plug gaps in the work force as the population ages.3
  • The incremental demand for housing has so far been largely ignored in discussions around the supply/demand imbalance and the need for new construction.

1Sources: Federal Statistics Office for actual completions; CDU/SPD government for 2018-2021 and potential new coalition (SPD, Greens, FDP (Liberals)) for 2022-2025 target rate. 2Source: https://apnews.com/article/europe-business-germany-immigration-migration-066b67d8f256f64f781793d9ea659c59. 3Source: Federal Bureau for Political Education (www.bpb.de).

Rent Growth

Stable Market Rent Growth Leveraged with Investments

• Incremental rent from market rent adjustments ("Mietspiegel") and re-lettings without investments.

No direct connection between Vonovia market rent growth and inflation but over

Unregulated market rents (USA)

Inflation Germany VNA market rent growth

GDP, quarterly development y-o-y Market rent growth; quarterly development y-o-y

Sources: Federal Statistics Office, GdW (German Association of Professional Homeowners), REIS, BofA Merrill Lynch Global Research, OECD, Note: Due to lack of q-o-q rent growth data for the US, the annual rent growth for a year is assumed to also be the q-o-q rent growth of that year.

Regulated environment provides stable market rent growth1

0.5%

Ø1.4% Ø1.4%

Summary of Investment Case

Market Leader

Long-term owner and full-scale operator of Europe's largest multifamily housing portfolio for small and medium incomes in metropolitan growth areas.

Granular operating business in a B-to-C environment with focus on standardization, industrialization and process optimization.

2. Investor Presentation

Attractive risk-adjusted returns and downside protection in a regulated environment supported by fundamental megatrends.

Growth Organic earnings and value growth plus substantial long-term upside potential from acquisitions in selected European metropolitan areas.

All of our actions have more than just an economic dimension.

• We provide a home to more than 1 million people from ca. 150 nations.

  • CO2 emissions related to housing are one of the largest sources of greenhouse gas emissions.
  • As a listed, blue-chip company we are rightfully held to a high standard.

See Page Finder on page 76 for detailed index

  1. Additional Information pages 48-76

Agenda Additional Information

50-51 Rights Issue
52-53 Megatrends
54 Vonovia
in Europe
55-57 Portfolio Information
58 Valuation Process
59 Urban Quarters
60 Investment Program Funding
61-62 Historic Acquisition Pipeline; Track Record
63 Value-add, Business Innovation Funnel
64 Bond Overview
65 VNA History
66 Supervisory Board & Management Board
67 Germany –
Residential Market Information
68 Largest Homebuilders in Germany
69 Sweden –
Residential Market Information
70-71 VNA Shares
72 Financial Calendar & Contact
73-76 Disclaimer, For Your Notes, Page Finder

Nov 4, 2021 49 9M 2021 Earnings Call & Investor Presentation

Rights Issue Mechanics

3. Additional Information

Value per share pre and post ex-rights date

  • Shares are issued at a discount to the prevailing market price to existing shareholders by way of subscription rights on a pro-rata basis.
  • On the opening of the subscription period the shares go "ex-rights" meaning that a right is detached from each share and traded separately.
  • At issuance shares will trade at the Theoretical Ex-Rights Price ("TERP") defined as the weighted average price of the shares outstanding prior to the discounted rights issue and the new shares issued at the subscription price calculated as follows:

TERP = Value per right = Reference share price - TERP Pre-issue market cap + Rights issue proceeds Existing no. of shares + Newly issued no. of shares

Illustrative Example

Rights Issue

Optionality around Subscription Rights

All options are value neutral for existing shareholders

Note: Subscription rights that are not exercised in time will lapse and be of no value, meaning that no compensation will be payable for subscription rights that are not exercised.

Megatrends Three Dominant Megatrends in Residential Real Estate

COVID-19 Acceleration of the Megatrends

Urbanization

  • Culture, entertainment, medical infrastructure, likeminded people etc. the appeal of a city goes beyond jobs.
  • Less than 1/3 of the German working population would be able to work from home.1
  • With ca. 50% of all government aid being spent in Germany, immigration into Germany is likely to continue or even accelerate; the vast majority of people coming to Germany is expected to move to the cities.
  • The cities in our target markets are substantially less dense than New York, London or similar cities.
  • Most of our properties are located on the outskirts and in the commuter belts rather than in the middle of downtown.

  • Energy efficiency

  • EU Green Deal, Renovation Wave, Paris Climate Accord, Fridays for Future there is broad based support for climate protection across Europe.
  • While climate protection may have recently been somewhat overshadowed in the media coverage by COVID-19 events there is growing momentum towards efforts to rebuild a "greener economy" after the crisis.
  • With ca. 1/3 of greenhouse gases related to real estate, opportunities may arise to accelerate our efforts towards making our portfolio CO2 neutral by 2050.

  • While COVID-19 severely impacts the lives of people around the globe it is fortunately not disruptive to the overall demographic development.

  • The age structure of our societies will continue to shift towards a higher share of older people and the need to provide adequate housing in which the elderly can live independently for longer remains one of the main challenges that must be managed.

1 Source: Der Informationsdienst des Instituts der deutschen Wirtschaft: Das neue alte Homeoffice, August 12, 2020 (https://www.iwd.de/artikel/das-neue-alte-homeoffice-480617/).

3. Additional Information

Scalable B-to-C Business Beyond the Bricks

Implementation of Vonovia Business Model in Comparable Markets

  • Vonovia has developed an operating platform and a unique business model for the efficient management of large residential portfolios in regulated environments.
  • We are convinced that this business model can be implemented outside of Germany in comparable markets: large urban rental markets with a supply-demand imbalance and a regulated rental environment.
  • No specific target rate or ratios in terms of German vs. non-German exposure: disciplined but highly opportunistic approach.
  • M&A activities in European target markets are subject to the same criteria as in Germany.

Germany: 508k residential units1

  • Primary home market and expected to remain dominant in the foreseeable future.
  • Home of Vonovia business model that we are seeking to repeat in similar markets

Sweden: 38k residential units

• Market consolidation on the basis of Victoria Park and Hembla combination

Austria: 22k residential units

  • Run scalable operating business (Austrian SAP client successfully implemented)
  • "Austrian model" along build-hold-sell value chain

France: 10% stake in portfolio with 4k residential units

  • Largest long-term potential
  • Active engagement and networking to safeguard pole position for when opportunity arises

Netherlands: 2.6% stake in portfolio with 27k residential units

  • Continue market research
  • Active engagement and networking with opportunistic approach

3. Additional Information

incl. DWNI

Long-term Support from Megatrends

Focus on Urban Areas with Long-term Supply/Demand Imbalance

excl. DWNI

High-influx cities ("Schwarmstädte"). For more information: https://investoren.vonovia.de/en/news-and-publications/reports-publications/; Vonovia location 1 Simple addition of 2017-2020 valuation results excluding compound interest effects. 2 Source: BBSR (https://gis.uba.de/maps/resources/apps/bbsr/index.html?lang=de) 2

3. Additional Information

Portfolio Cluster

  • 51%4 of German portfolio earmarked for investment strategy, safeguarding long-term sustainability of our Optimize Apartment and Upgrade Building investment strategy.
  • Outside the Recurring Sales Segment we sold 620 non-core units and land in 9M 2021 with a fair value step-up of 50.7%.
Fair value1 Residential In-place rent
Portfolio Cluster
(Sep. 30, 2021)
(€bn) % of total (€/sqm) units (€/sqm/month)
Operate 16.3 26% 2,290 107,401 7.51
Invest 31.8 51% 2,313 220,739 6.94
Strategic 48.1 77% 2,305 328,140 7.12
Recurring Sales 4.1 7% 2,468 24,458 7.25
Non-core 0.2 0% 1,384 1,073 8.08
Vonovia Germany 52.4 84% 2,312 353,671 7.14
Vonovia Sweden2 7.0 11% 2,350 38,467 10.34
Vonovia Austria2 2.9 5% 1,652 21,596 4.87
Vonovia Total 62.3 100% 2,274 413,734 7.34
Wohnen3
Deutsche
27.6 2,843 154.717 7.17

Note: In-place rents in Austria and Sweden are not fully comparable to Germany, as Sweden includes ancillary costs and Austria includes maintenance and property improvement contributions from tenants. The table above shows the rental level unadjusted to the German definition. Fair value of the developed land excluding €5,854.1m, of which €652.3m for undeveloped land and inheritable building rights granted, €833.6m for assets under construction, €923.8m for development, €1,261.0 for nursing portfolio, €396.8m IFRS effect and €1,786.6m other. Based on the country-specific definition. Based on Deutsche Wohnen definition. 4 VNA stand-alone excl. Deutsche Wohnen.

3. Additional Information

Regional Markets

Fair value1 In-place rent
Regional Markets
(Sep. 30, 2021)
(€m) (€/sqm) Residential
units
Vacancy
(%)
Total
(p.a., €m)
Residential
(p.a., €m)
Residential
(€/sqm/
month)
Organic rent
growth
(y-o-y, %)
Multiple
(in-place
rent)
Purchase power
index (market
data)2
Market rent
increase forecast
Valuation (% p.a.)
Average rent
growth (LTM, %)
from Optimize
Apartment
Berlin 8,371 2,922 43,496 1.4 245 232 7.08 3.2 34.2 82.4 1.8 29.7
Rhine Main Area (Frankfurt, Darmstadt,
Wiesbaden)
5,434 3,083 27,121 1.9 185 178 8.76 3.8 29.4 104.6 1.8 34.2
Southern Ruhr Area (Dortmund, Essen,
Bochum)
5,108 1,899 43,035 3.4 209 203 6.61 4.5 24.5 89.3 1.5 30.4
Rhineland
(Cologne, Düsseldorf, Bonn)
4,616 2,402 28,226 2.5 175 167 7.60 3.6 26.4 100.7 1.7 30.6
Dresden 4,564 1,991 38,467 3.8 173 164 6.44 2.5 26.3 84.0 1.7 22.0
Hamburg 3,443 2,700 19,651 1.6 116 111 7.59 3.4 29.7 98.1 1.6 35.8
Kiel 2,849 1,995 24,254 2.2 116 112 6.83 4.4 24.5 76.2 1.7 35.3
Munich 2,627 4,015 9,690 1.1 69 65 8.66 4.1 38.0 122.6 1.9 47.4
Stuttgart 2,443 2,811 13,596 1.8 86 84 8.34 3.0 28.3 104.6 1.8 32.4
Hanover 2,288 2,201 16,131 2.4 88 84 7.06 3.0 26.1 89.7 1.7 34.2
Northern Ruhr Area (Duisburg, Gelsenkirchen) 2,056 1,328 24,853 3.1 112 109 6.11 2.6 18.3 81.5 1.3 22.6
Bremen 1,454 1,976 11,834 3.7 54 51 6.23 3.2 27.0 84.1 1.8 24.8
Leipzig 1,184 1,933 9,017 3.1 45 43 6.30 3.8 26.2 76.7 1.7 22.0
Westphalia
(Münster, Osnabrück)
1,135 1,818 9,451 2.9 49 48 6.66 3.9 23.1 90.3 1.5 30.2
Freiburg 770 2,762 4,037 1.4 27 26 7.93 4.2 28.9 86.4 1.7 42.6
Other Strategic Locations 3,440 2,008 26,533 2.9 146 141 7.20 4.2 23.6 1.6 30.8
Total Strategic Locations 51,783 2,321 349,392 2.5 1,894 1,818 7.14 3.5 27.3 1.7 30.6
Non-Strategic Locations 605 1,726 4,279 5.0 27 24 6.91 2.0 22.5 1.6 38.0
Total Germany excl. Deutsche Wohnen 52,388 2,312 353,671 2.6 1,921 1,842 7.14 3.5 27.3 1.7 30.7
Vonovia Sweden 7,018 2,350 38,467 2.4 359 332 10.34 3.5 19.6 2.0 -
Vonovia
Austria
2,906 1,652 21,596 5.4 110 89 4.87 3.6 26.4 1.4 -
Total 62,311 2,274 413,734 2.7 2,390 2,263 7.34 3.5 26.1 1.7 n/a
Deutsche Wohnen3 27,610 2,843 154,717 1.6 833 782 7.17 1.24 32.9 n/a n/a

Note: In-place rents in Austria and Sweden are not fully comparable to Germany, as Sweden includes ancillary costs and Austria includes maintenance and property improvement contributions from tenants. The table above shows the rental level unadjusted to the German definition. 1 Fair value of the developed land excluding €5,854.1m, of which €652.3m for undeveloped land and inheritable building rights granted, €833.6m for assets under construction, €923.8m for development, €1,261.0 for nursing portfolio, €396.8m IFRS effect and €1,786.6m other. 2 Source: GfK (2021). Data refers to the specific cities indicated in the tables, weighted by the number of households where applicable. 3 Based on Deutsche Wohnen definition. 4 Deutsche Wohnen l-f-l definition.

Valuation Process

  • As required by the individual valuation principle under IFRS, the valuation is based on single properties or a homogenous group of buildings ("valuation units"), and not on a portfolio level. The fair value of our assets is the sum of all individual properties/valuation units.
  • The Fair Value represents the current market value of an asset which must be generally in line with actual transactions and current market comparables. Due to limited availability of relevant local transactions, comparable value levels must be derived for individual valuation units and form the basis of our income value model (DCF).
  • The valuation is based on a DCF-model. Using market data (not Vonovia-specific data) as input parameters, expected future revenues and costs are modelled starting with the current rental situation.
  • DCF-valuation results must then be aligned with comparable market transactions and offer prices for multi-family-houses. The alignment can lead to an adjustment of individual valuation parameters to keep realistic assumptions. The discount rate is not directly linked to bund yields/interest rates, but derived from the market price level and transactions of the local residential markets.
  • The values calculated internally are then compared to and aligned with CBRE's valuation of the same valuation units.
  • The resulting fair values reflect the market price of the valuation units which could be realized at arms' length, without considering portfolio premiums or discounts.
  • Individual portfolio transactions have no direct impact on the value of individual valuation units. However, higher/lower levels of portfolio transactions over a longer period of time can impact sales prices of single multi-family-houses with a delay.

Rental Portfolio Development Segment / Projects

  • Vonovia values building plots and development projects on the basis of acquisition and constructions costs without a preliminary anticipation of future margins.
  • Due to a lack of relevant comparable transactions it is usually not possible to value building plots and development projects with the help of market comparables.
  • If a fair value must be determined (e.g. for financing purposes) a residual value will be calculated. First, the estimated value of the finished development project (expected sales proceeds) is determined. The current project value is calculated on the basis of the current project status and estimated outstanding costs, margins and cost and implementation risks until completion. This value includes considerable uncertainties which is one reason why transactions of ongoing development projects are rather rare.

Approx. three quarters of

Vonovia's German portfolio

are located in almost

600 urban quarters,

each with an average of

430 apartments.

Neighborhoods / Urban Quarters

In residential real estate, a neighborhood, or urban quarter, is usually defined as a cohesive urban structure that is considered by its inhabitants as a self-contained area. It is the predominant aggregation level where a real estate company can make the biggest difference and most positive contribution for inhabitants.1

Every urban quarter is unique…

… but for each one we pursue a holistic approach

Location, construction year, infrastructure, investment potential, competition, urban development

Customers

Existing and potential tenants, age structure, diversity, purchasing power

Big Picture

Urbanization, climate change, ageing population, integration

2

Investment Program Funding (Illustrative)

excl. DWNI

Rental revenue - Maintenance expenses - Operating expenses + Adj. EBITDA Value-add + Adj. EBITDA Recurring Sales + Adj. EBITDA Development = Total EBITDA - Interest expenses - Current income taxes - Consolidation/non-cash items = Group FFO ~70% for dividend1 ~30% cash scrip retained earnings - Capitalized maintenance - Hybrid coupon & minorities - One-offs = Earnings available for investment program Investment Program €1.3bn – €1.6bn Incremental debt • Comprehensive investment program to drive organic growth and portfolio improvements. • Size of investment program is calibrated to remain within LTV target range. • Funded with retained cash, proceeds from recurring sales plus (often subsidized) loans. ~2,500 units p.a. @30% est. gross margin Including funding from KfW and EIB Sales proceeds Earnings contribution2

1Average historic cash/scrip ratio has been 56%/44% since inception in 2016. 2 Net of Adj. EBITDA Recurring Sales.

Acquisitions – Opportunistic and Disciplined Acquisition Pipeline ('000 units)

3. Additional Information

Acquisition Track Record

excl. DWNI

Larger acquisitions Fair Value per sqm
Year Deal Residential units
#
TOP Locations @ Acquisition Sep. 30, 2021
DEWAG 11,300 Berlin, Hamburg, Cologne,
Frankfurt
€ 1,344 € 2,965 121%
2014 VITUS1 20,500 Bremen, Kiel € 807 € 1,938 140%
GAGFAH 144,600 Dresden, Berlin, Hamburg € 889 € 2,240 152%
2015 FRANCONIA 4,100 Berlin, Dresden € 1,044 € 2,414 131%
SÜDEWO 19,400 Stuttgart, Karlsruhe, Mannheim, Ulm € 1,380 € 2,580 87%
2016 GRAINGER 2,400 Munich, Mannheim € 1,501 € 2,892 93%
CONWERT
(Germany & Austria)
23,400 Berlin, Leipzig, Potsdam, Vienna € 1,353 € 2,387 76%
2017 PROIMMO 1,000 Hanover € 1,617 € 2,178 35%
BUWOG
(Germany & Austria)
48,300 Berlin, Lübeck, Vienna, Villach € 1,244 € 1,816 46%
2018 VICTORIA PARK
(Sweden)
14,000 Stockholm, Malmö, Gothenburg SEK 15,286 SEK 22.260 46%
AKELIUS
(Sweden)
2,300 Stockholm, Gothenburg SEK 25,933 SEK 31,760 22%
2019 HEMBLA
(Sweden)
21,400 Stockholm SEK 20,157 SEK 24,119 20%
2020 H&L Portfolio 1,100 Kiel € 2,114 € 2,284 8%
Total 313,800

Note: Excluding smaller tactical acquisitions. 1 Net of subportfolio sold right after the acquisition.

Vonovia Innovation Lab

Extensive Testing and Measured Rollout of Value-add Initiatives to Minimize Risk

Bonds and Ratings

3. Additional Information

excl. DWNI

Name Tenor & Coupon ISIN Amount Issue
Price
Coupon Final Maturity
Date
Rating
Moodys Scope S&P
Bond 028E (EMTN) 30 years 1.625% DE000A3MP4W5 € 750m 97.903% 1.625% 01 Sep 2051 A3 A- BBB+
Bond 028D (EMTN) 11 years 0.750% DE000A3MP4V7 € 1,250m 99.455% 0.750% 01 Sep 2032 A3 A- BBB+
Bond 028C (EMTN) 7 years 0.250% DE000A3MP4U9 € 1,250m 99.200% 0.250% 01 Sep 2028 A3 A- BBB+
Bond 028B (EMTN) 4.25 years 0.000% DE000A3MP4T1 € 1,250m 99.724% 0.000% 01 Dec 2025 A3 A- BBB+
Bond 028A (EMTN) 2 years 0.000% DE000A3MP4S3 € 500m 100.484% 0.000% 01 Sep 2023 A3 A- BBB+
Bond 027E (EMTN) 20 years 1.500% DE000A3E5MK0 € 500m 99.078% 1.500% 14 Jun 2041 A3 A- BBB+
Bond 027D (EMTN) 12 years 1.000% DE000A3E5MJ2 € 1,000m 99.450% 1.000% 16 Jun 2033 A3 A- BBB+
Bond 027C (EMTN) 8.5 years 0.625% DE000A3E5MH6 € 1,000m 99.605% 0.625% 14 Dec 2029 A3 A- BBB+
Bond 027B (EMTN) 6 years 0.375% DE000A3E5MG8 € 1,000m 99.947% 0.375% 16 Jun 2027 A3 A- BBB+
Bond 027A (EMTN) 3.25 years 0.000% DE000A3E5MF0 € 500m 100.192% 0.000% 16 Sep 2024 A3 A- BBB+
Bond 026 (EMTN) 10 years 0.625% DE000A3E5FR9 € 600m 99.759% 0.625% 24 Mar 2031 NR A- BBB+
Bond 025 (EMTN) 20 years 1.000% DE000A287179 € 500m 99.355% 1.000% 28 Jan 2041 NR A- BBB+
Bond 024B (EMTN) 10 years 1.000% DE000A28ZQQ5 € 750m 99.189% 1.000% 09 Jul 2030 NR A- BBB+
Bond 024A (EMTN) 6 years 0.625% DE000A28ZQP7 € 750m 99.684% 0.625% 09 Jul 2026 NR A- BBB+
Bond 023B (EMTN) 10 years 2.250% DE000A28VQD2 € 500m 98.908% 2.250% 07 Apr 2030 NR A- BBB+
Bond 023A (EMTN) 4 years 1.625% DE000A28VQC4 € 500m 99.831% 1.625% 07 Apr 2024 NR A- BBB+
Bond 022C (EMTN) 20 years 1.625% DE000A2R8NE1 € 500m 98.105% 1.625% 07 Oct 2039 NR A- BBB+
Bond 022B (EMTN) 8 years 0.625% DE000A2R8ND3 € 500m 98.941% 0.625% 07 Oct 2027 NR A- BBB+
Bond 022A (EMTN) 3.5 years 0.125% DE000A2R8NC5 € 500m 99.882% 0.125% 06 Apr 2023 NR A- BBB+
Bond 021B (EMTN) 15 years 1.125% DE000A2R7JE1 € 500m 99.822% 1.125% 14 Sep 2034 NR A- BBB+
Bond 021A (EMTN) 10 years 0.500% DE000A2R7JD3 € 500m 98.965% 0.500% 14 Sep 2029 NR A- BBB+
Bond 020 (EMTN) 6.5 years 1.800% DE000A2RWZZ6 € 500m 99.836% 1.800% 29 Jun 2025 NR A- BBB+
Bond 019 (EMTN) 5 years 0.875% DE000A192ZH7 € 500m 99.437% 0.875% 03 Jul 2023 NR A- BBB+
Bond 018D (EMTN) 20 years 2.750% DE000A19X8C0 € 500m 97.896% 2.750% 22 Mar 2038 NR A- BBB+
Bond 018C (EMTN) 12 years 2.125% DE000A19X8B2 € 500m 98.967% 2.125% 22 Mar 2030 NR A- BBB+
Bond 018B (EMTN) 8 years 1.500% DE000A19X8A4 € 700m(1) 101.119% 1.500% 22 Mar 2026 NR A- BBB+
Bond 018A (EMTN) 4.75 years 3M EURIBOR+0.450% DE000A19X793 € 600m 100.000% 0.793% hedged 22 Dec 2022 NR A- BBB+
Bond 017B (EMTN) 10 years 1.500% DE000A19UR79 € 500m 99.439% 1.500% 14 Jan 2028 NR A- BBB+
Bond 017A (EMTN) 6 years 0.750% DE000A19UR61 € 500m 99.330% 0.750% 15 Jan 2024 NR A- BBB+
Bond 015 (EMTN) 8 years 1.125% DE000A19NS93 € 500m 99.386% 1.125% 08 Sep 2025 NR A- BBB+
Bond 014B (EMTN) 10 years 1.750% DE000A19B8E2 € 500m 99.266% 1.750% 25 Jan 2027 NR A- BBB+
Bond 014A (EMTN) 5 years 0.750% DE000A19B8D4 € 500m 99.863% 0.750% 25 Jan 2022 NR A- BBB+
Bond 013 (EMTN) 8 years 1.250% DE000A189ZX0 € 1,000m 99.037% 1.250% 06 Dec 2024 NR A- BBB+
Bond 011B (EMTN) 10 years 1.500% DE000A182VT2 € 500m 99.165% 1.500% 10 Jun 2026 NR A- BBB+
Bond 011A (EMTN) 6 years 0.875% DE000A182VS4 € 500m 99.530% 0.875% 10 Jun 2022 NR A- BBB+
Bond 010C (EMTN) 8 years 2.250% DE000A18V146 € 1,000m 99.085% 2.250% 15 Dec 2023 NR A- BBB+
Bond 009B (EMTN) 10 years 1.500% DE000A1ZY989 € 500m 98.455% 1.500% 31 Mar 2025 NR A- BBB+
(2)
Bond 008 (Hybrid)
perpetual 4% XS1117300837 € 1,000m 100.000% 4.000% perpetual NR BBB BBB
Bond 007 (EMTN) 8 years 2.125% DE000A1ZLUN1 € 500m 99.412% 2.125% 09 Jul 2022 NR A- BBB+
Bond 004 (USD-Bond) 10 years 5.000% US25155FAB22 USD 250m 98.993% 4.580%(3) 02 Oct 2023 NR A- BBB+

Note: Excl. the four Deutsche Wohnen Bonds with a total amount of €2.2bn. 1 Incl. Tab Bond €200m. 2Perpetual Hybrid will be called at first call date on 17 December, 2021. 3EUR Equivalent Coupon

History of Vonovia

We Have Built a Responsible European Leader

3. Additional Information

Corporate Governance AGM, Supervisory Board, Management Board

  • The duties and authorities of the three governing bodies derive from the SE Regulation, the German Stock Corporation Act and the Articles of Association. In addition, Vonovia is fully in compliance with the German Corporate Governance Code.
  • In the two-tier governance system, the management and monitoring of the business are strictly separated from each other.

Annual General Meeting (AGM)

  • Shareholders can exercise their voting rights.
  • Decision making includes the appropriation of profit, discharge of members of the SVB and MB, and capital authorization.

3. Additional Information

Residential Market Fundamentals (Germany)

Household Sizes and Ownership Structure

Growing number of smaller households Fragmented ownership structure

  • While the overall population in Germany is expected to slightly decline, the number of households is forecast to grow until at least 2035 with a clear trend towards smaller households.
  • The household growth is driven by various demographic and social trends including divorce rates, employment mobility etc.

Distribution of household sizes (million)

  • Germany is the largest housing market in Europe with ~42m housing units, of which ~23m are rental units.
  • Ownership structure is highly fragmented and majority of owners are non-professional landlords.
  • Listed sector represents ~4% of total rental market.

Ownership structure (million units)

Germany Needs More New Constructions Vonovia Leads by Example excl. DWNI

'000 sqm living area

  • Majority of newly built apartments is to hold, substantially de-risking the business compared to "typical" developers who build to sell.
  • Three forms of new constructions:
  • On top of existing buildings by adding an additional floor ("roof extension")
  • On open spaces in between buildings in our neighborhoods ("densification")
  • On land that we acquire and develop ("project development")
  • Depending on the specific circumstances of the construction project we use conventional and modular construction methods.

1Top 7 cities, includes projects completed between 2018 and 2025 (expected), Data source: bulwiengesa, company data.

3. Additional Information

Long-term Structural Support (Sweden) Fundamental Residential Market Trends

  • The market fundamentals in Sweden are very comparable to Germany.
  • High degree of similarities in terms of urbanization, rental regulation, supply/demand imbalance and gap between in-place values and replacement values.

Rent growth in regulated markets follows a sustainable upward trajectory and is largely independent from GDP developments; rents in unregulated markets go up and down broadly in line with the GDP development

Structural supply/demand imbalance

Large gap between in-place values and replacement costs2

Residential completions fall short of estimated required volumes

Sources: REIS, BofA Merrill Lynch Global Research, OECD, Statistics Sweden. Note: Due to lack of q-o-q rent growth data for the US and Sweden, the annual rent growth for a year is assumed to also be the q-o-q rent growth of that year. US rent growth 2020 is full-year estimate. 2 Note: The land value refers to the share of total fair value allocated to land. Allocation between building and land in Sweden assumed to be similar to Germany. Sources: Swedish National Board of Housing, Building and Planning, Statistics Sweden. 32019 includes portfolio acquired from Akelius.

Victoria Park3 – fair value/sqm (SEK; total lettable area) vs. construction costs

Liquid Large-cap Stock

Source: Factset, company data; VNA and DAX performance are total shareholder return (share price plus dividends reinvested); EuroStoxx50 and EPRA Europe are share price performance only.

3. Additional Information

3. Additional Information

Vonovia Shares Basic Data and NOSH Evolution

Evolution of number of shares (million) and use of proceeds from capital increases

IR Contact & Financial Calendar

Rene Hoffmann (Head of IR) Primary contact for Sell side, Buy side +49 234 314 1629 [email protected]

Stefan Heinz Primary contact for Sell side, Buy side +49 234 314 2384 [email protected]

Oliver Larmann Primary contact for private investors, AGM +49 234 314 1609 [email protected]

General inquiries [email protected]

https://investors.vonovia.de

1 IR only
Contact Financial Calendar 2021
--------- -------------------------
Nov 8-12 Q3 Roadshow
Dec 1 UBS Global Real Estate Conference
Dec 2 Société
Générale
Flagship Conference

Dates are subject to change. The most up-to-date financial calendar is always available online.

Disclaimer

3. Additional Information

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.

3. Additional Information

For Your Notes

3. Additional Information

For Your Notes

# 9M 2021 Results # Investor Presentation # Additional Information
2 Agenda 23 Agenda 48 Agenda
3 Agenda 9M 2021 Results 24 Agenda Investor Presentation 49 Agenda -
Additional Information
4 Highlights 25 Vonovia
at a Glance
50 Rights
Issue

Mechanics
5 Deutsche Wohnen 26 IPO to Today -
Strategy Execution
51 Rights
Issue

Optionality
around
Subscription
Rights
6 Segment Overview 27 Compelling
Investment Case
52 Megatrends
7 Rental Segment 28 Earnings & Value Growth across 4 Segments 53 Megatrends & COVID-19
8 Operating KPIs 29 Granular B-to-C End Consumer Business 54 European Activities
9 Value-add
Segment
30 Robust Operating Business 55 Urban Growth Markets
10 Recurring
Sales Segment
31 Megatrends 56 Portfolio Cluster
11 Developmnet
Segment
32 Capital Allocation
(I)
57 Regional Markets
12 Development Pipeline 33 Capital Allocation
(II)
58 Valuation
Process
13 9M 2021 Valuation

Q3 Results
and
Q4 Estimate
for
Vonovia
stand-alone
34 Investment Program 59 Neighborhoods
/ Urban Quarters
14 9M 2021 Valuation 35 Market Outperformance 60 Investment Program
Funding
15 EPRA NTA and
NRV
36 M&A Philosophy
& Criteria
61 Historic
Acquisition
Pipeline
16 LTV & Net Debt
/ EBITDA Multiple
37 M&A Track Record 62 Acquisition
Track Record
17 Capital Structure

Maturity
Profile
38 Our Business Is Deeply Rooted in ESG 63 Value-add
Innovation Funnel
18 Capital Structure
–KPIs
and
Bond Covenants
39 ESG Ratings and
Indices
64 Overview
of
Bonds
19 Aggregate loan 40 UN Sustainability Development Goals (SDG) 65 History
of
Vonovia
20 Sustainability
Performance Index (SPI)
41 Climate
Path
66 Corporate Govermance
-
AGM, SVB, MB
21 2021 Guidance 42 Balanced
Stakeholder Approach
67 Household Sizes and Ownersip
Structure
22 Wrap-up 43 Highly
Robust Governance
68 Largest
German Homebuilders
44 Residential Market Trends 69 Residential Market Trends Sweden
45 Supply
/ Demand Imbalance
70 Share Price Performance
46 Rent
Growth
71 Vonovia
Share -
Basic Data & Share Count
47 Summary of
Investment Case
72 IR Contact
& Financial Calendar
73 Disclaimer
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