Vonovia SE

Investor Presentation • Nov 29, 2019

Fixed Income Investor Presentation Asia Roadshow December 2019

Olaf Weber, Head of Finance and Treasury Thorsten Arsan, Head of Corporate Finance

Agenda

Company Overview Business Update Additional Information Vonovia was Germany's first and only real estate company to be included in the DAX-30 index Owner and full-scale operator of ca. 417k apartments in multifamily homes for medium and smaller income households ~85% of the portfolio located across 15 urban growth regions in Germany ~15% primarily in Stockholm, Gothenburg, Malmö and Vienna ~€50bn fair market value; ~€26bn market capitalization Strong Investment Grade Rating: BBB+ Balanced Maturity Profile: WAL of 8.4 years LTV target of 40% - 45% (Q3.2019: 40.3%) Over 50% of portfolio unencumbered ICR currently at 4.9% Stockholm (29k) Gothenburg (3k) Hamburg (20k) Kiel (23k) Bremen (12k) Westphalia (9k) N. Ruhr Area (26k) S. Ruhr Area (43k) Rhineland (29k) Rhine Main (27k) Stuttgart (14k) Freiburg (4k) Munich (10k) Dresden (39k) Leipzig (9k) Berlin (42k) Hanover (16k) Mostly Vienna Malmö (6k) 38k apartments² 23k apartments 357k apartments1

¹¹ Incl. 27k apartments in other strategic locations plus 6k in non-strategic locations that are not shown on the map. Pro forma incl. Hembla

We are Europe's Leading Residential Landlord …

Our Business is Built around Megatrends…

Sources: United Nations, Prognos AG

Demographic change

assistance for longer. Ca. 3 million additional apartments for elderly people will be needed by 2030.

2015 2050

Germany

65 or older younger than 65

2015 2050 Europe

… and Based on a Proven 4+2 Strategy.

Fixed Income Investor Presentation Asia Roadshow December 2019

We Operate and Manage Across Four Segments …

Company Overview Business Update Additional Information

Rental Value-add Development Recurring Sales

Efficient management of own portfolio

• Average duration of a rental contract is 13 years
• No cluster risk because of B-to-C business granularity
• High degree of insourcing and standardization along our value chain

Ancillary service business for internal savings and external income

• Leveraging long-term customer relations to generate additional cash flows from internal savings and external income
• Customer benefit through better service and/or lower cost

Construction of apartments for (i) own portfolio and (ii) disposal to third parties

• Vonovia is one of the largest builders of new homes in Germany
• Size, efficiencies and innovation lead to building costs below fair market values

Disposal of individual apartments to retail buyers

• Steady sales volume of ca. 2k apartments p.a.
• Sales prices of 20-30% above fair market value capture the spread between book value and retail value

… as a Full-scale Owner and Operator.

We are Proud of our Impeccable Trajectory, …

Growing recurring cash earnings (in € Mio.)

Sustainable total shareholder value creation⁴

¹ German portfolio. ² LTV = Net debt over fair market value of real estate portfolio. ³2013-2018 FFO is "FFO1" and 2019 FFO is "Group FFO." ⁴Dividend yield plus l-f-l organic asset value growth from operating performance and investments (excluding yield compression).

… our Solid Capital Structure, …

• Unwavering commitment to BBB+ rating
• Maintain diverse funding mix to preserve best possible optionality
• LTV target range of 40%-45%

Company Overview	Business Update	Additional Information
	KPI / criteria	Sep. 30, 2019	Dec. 31, 2018
	Corporate rating (S&P)	BBB+	BBB+
	LTV	40.3%	42.8%
	debt/EBITDA multiple1 Net	11.1x	11.4x
	ICR	4.9x	4.7x
	Fixed/hedged debt ratio2	97%	96%
preserve best possible optionality	debt2 Average cost of	1.6%	1.8%
	Weighted average maturity (years)2	8.4	7.8
	Unencumbered assets	53%	56%

¹Adj. net debt quarterly average over Total EBITDA (LTM); adj. for IFRS 16 effect. ²Excl. equity hybrid. ³incl. Bonds 022A, 022B, 022C issue date Oct. 7, 2019

… Our Sustainable Cash Flow Generation and Value Growth .

		Company Overview		Business Update			Additional Information
		Sustainable cash flow growth					3 sources of sustainable value	growth
		Trajectory
	Rental income	Growing.				Construction	Development
-	Maintenance expenses	Broadly stable. Scalable relative to portfolio size and broadly stable			1	cost below (DCF-based) fair market	costs Fair market	+15-20%3
-	Operating expenses	Broadly stable. Overhead scalable, local cost variable with portfolio size				value	value
=	EBITDA Rental	Growing.
+	EBITDA Value add	Growing. Further roll out of proven businesses and implementation of new initiatives.					Fair market
+	EBITDA Development	Stable/slightly growing. Increasing completion volume.	C a	V a		Operating	value
+	EBITDA Recurring Sales	Broadly stable. Stable volume of ca. 2,000 apartments p.a.; EBITDA depends on sales mix and locations.	s h g ro	lu e g ro	2	performance and investments		+4.4%4
=	Total EBITDA	Growing. Yardstick for cash generation and value creation performance.	w th	w th		lead to value appreciation of the asset base
-	Interest expenses	Robust top-line growth combined with staggered and smooth maturity profile largely buffers potentially rising interest cost.					Fair market value
-	Current income taxes	Comparatively low cash taxes as deferred tax loss carryforwards can be used to mitigate tax burden.
-	Consolidation effects	Elimination of intragroup profits and non cash effects.				Retail sales	Fair market
=	Adj. EPS ("Group FFO")	Growing.			3	price above (DCF-based) fair market	value Sales	+20-30%3
		70% 30% Other2 Dividend1				value	proceeds

¹ Historic acceptance level of scrip dividend has been between ca. 40% and 50%, so the actual cash out for dividends is usually substantially less than 70% of Group FFO. ² Mainly for one-offs, capitalized maintenance and equity portion of investment program. ³Historic range. ⁴CAGR since 2013 fair value uplift through performance and investments (excluding yield compression).

Fixed Income Investor Presentation Asia Roadshow December 2019

We Take Social Responsibility Seriously.

Providing a place where people feel at home while honoring our commitments in terms of environmental, social and governance-related standards and expectations vis-à-vis all stakeholders is our key responsibility.

Management compensation remains free from any acquisition targets. As in the past, Vonovia does not define quantitative acquisition targets and instead will continue to act purely opportunistic.

We Asses Investment Opportunities on the Basis of Non-Discussable Criteria.

• The objective under the criteria is to safeguard discipline in acquisitions and M&A: Stakeholders must be better off with the acquisition than without.
• Residential real estate is a capital-intensive, low-margin business; it is therefore essential not to overpay on a transaction.

Company Overview Business Update Additional Information

Why Vonovia?

Company Overview Business Update Additional Information

Attractive market fundamentals supported by long-term megatrends

Clearly defined strategy successfully and consistently executed since IPO

Resilient business model with stakeholder returns in the form of sustainable cash flow growth and organic asset value appreciation

Strong track record of acquisitions, integrations and efficiency

Uniquely positioned in Germany with ability and ambition to expand into selected European metropolitan areas

Agenda

Q3.2019 Business Highlights

	Company Overview	Business Update	Additional Information
Performance	Y-o-y increase across all four segments	Adj. EBITDA Total €1,331.1m (+16.7%) Group FFO €932.8m (+10.7%) and €1.72 per share (+5.5%; eop	shares)
NAV & Valuation		Adj. NAV per share €48.92 (+9.0% since YE 2018) Est. H2 2019 total fair value growth of €2.1bn – €2.8bn (4.4% - YE2019E Adj. NAV per share estimated to come out between €51.5 and €53	5.9%) expected
Capital Structure	LTV 40.3% (-250bps since YE 2018) Pro forma year-end LTV Net debt/EBITDA multiple 11.1x	upper end but still well within our target range	incl. Hembla acquisition, financing and H2 valuation estimated to be toward the
Guidance 2019 (final) 2020 (initial)	Final guidance 2019:	Total EBITDA and Group FFO at the upper end of the range leading to a dividend p.s. of €1.57 to be proposed to the AGM in May 2020 Initial guidance 2020: Total EBITDA of €1,875m –	€1,925m and Group FFO of €1,275m – €1,325m
Regulation & political debate	Berlin remains extremely low	Berlin-specific rent freeze expected to become law in Q1 2020. 2020E impact on Group FFO: ~€6m Discussions about regulation expected to continue but risk of rent freeze or similar regulation outside Well-balanced stakeholder debate more important than ever and Vonovia is leading by example

We continue to deliver solid performance and are set to deliver sustainable growth for the remainder of the year and beyond.

Substantial Growth in All Four Segments from Larger Portfolio Volume and Performance Improvements

	Company Overvie

Company Overview Business Update Additional Information

• 16.7% Adj. EBITDA Total growth and 10.7% Group FFO growth on the back of a 2.4% larger portfolio and performance improvements.
• While the operating business with the rental and value-add segments remains the primary performance driver, recurring sales and development made an increasing contribution in 9M 2019.

¹ Consolidation in 9M 2019 (9M 2018) comprised intragroup profits of €34.3m (€26.5m), the valuation result of new construction/development to hold of €33.1m (€10.2m), and IFRS 16 effects of €22.2m (€0.0m).

Bridge from Group FFO 2019E to 2020E

Reversal of rent increases made after June 18, 2019, and unrealized rent growth as a result of the Berlinspecific rent freeze B

Additional interest for Hembla, higher consolidation amount from non-cash EBITDA growth

C

Company Overview Business Update Additional Information

Residential Market Fundamentals (Germany)	21-27
Political and Public Debate about Housing (Germany)	28-29
Portfolio	30-31
Investment Program	32
Rent Growth Analysis	33-34
Acquisitions	35-38
LTV and Covenants	39-40
Disclaimer	41

Company Overview Business Update Additional Information Residential Market Fundamentals (Germany) Robust Rent Growth in Regulated Environments

• In regulated markets like Germany, rent growth is stable and largely independent from GDP developments
• In unregulated markets like the USA, rent growth fluctuates broadly in line with GDP development

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 US rent growth data, the annual rent growth for a year is assumed to also be the q-o-q rent growth of that year.

Residential Market Fundamentals (Germany)

Completions Substantially below Required Volumes

Germany ('000 units)

Sources: German Federal Statistics Office, GdW (German Association of Professional Homeowners). Swedish National Board of Housing, Building and Planning, Statistics Sweden, Le service de la donnée et des études statistiques (SDES), Abbé Pierre Foundation

Company Overview Business Update Additional Information

Residential Market Fundamentals (Germany)

Housing Affordability and Urbanization

Population living in urban areas (%)

¹ Share of disposable household income spent on housing, water, electricity, gas and other fuels

Sources: Eurostat, United Nations

Residential Market Fundamentals (Germany) Household Sizes and Ownership Structure

15.0

Company Overview Business Update Additional Information

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.

Amateur landlords

Professional, not listed

Listed property companies

Government owned

Churches and other

Cooperatives

• 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)

2.3

2.3

2.1

0.9

0.6

Sources: German Federal Statistics Office, GdW (German Association of Professional Homeowners). 2035(E) household numbers are based on trend scenario of the German Federal Statistics Office.

Residential Market Fundamentals (Germany) Large Gap between In-place Values and Replacement Costs

Note: 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. Allocation between building and land in Sweden assumed to be similar to Germany.

Fixed Income Investor Presentation Asia Roadshow December 2019

Residential Market Fundamentals (Germany) Quick Guide to Key Real Estate Regulation Terminology

While German rental regulation has a variety of special terms there are a few that are particularly relevant to understand rental regulation. While there are different translations used by different people, the following is a short overview of the key terms and their English equivalent used by Vonovia.

	German term	English term	Comment
National (encoded	Mietspiegel	Rent index or Mietspiegel	Based on federal legislation and implemented by individual municipalities. Updates are usually made every two years and based on market rent growth data of the last four years.
in German Civil Code, "BGB")	Mietpreisbremse	Rent cap	Unless comprehensive modernizations are made in the apartment, the rent for an incoming tenant must not be more than 10% above the local comparable rent.
			Term used to refer to the planned Berlin-specific rental regulation. It has (i) a rent freeze element based on which rents

Berlin specific (draft law)	Mietendeckel	Rent freeze	cannot grow (subject to certain provisions included in the legislation) and (ii) a rent reduction element based on which in place rents need to be reduced under certain circumstances.
	Mietenobergrenze	Rent ceiling	New maximum rental levels included in the Berlin draft bill that are essentially based on 2013 Mietspiegel levels plus wage inflation. They form the basis for various provisions of the draft bill.

Company Overview Business Update Additional Information

Residential Market Fundamentals (Germany) Berlin-specific Rent Legislation: Freeze & Reduction

Company Overview	Business Update	Additional Information
Legislation	On Oct. 22, the Berlin Senate agreed on the draft bill for a Berlin-specific rent freeze law; parliamentary hearings are expected to take place in November and December. The bill is expected to become law in Q1 2020. The proposed rent freeze legislation also includes rent-reducing elements Once the law is enacted, reversal of all rent increases implemented since June 18, 2019, back to rent level legally agreed as of that date New lettings at same rental level as previous rent but in no case above the respective rent ceilings (Mietobergrenzen) Reduction of in-place rents that are >120% of rent ceilings  This part is expected to be enforced nine months after the rent freeze legislation goes into effect
Group FFO impact 2020 for Vonovia	The estimated impact is ca. €6m from the reversal unrealized rent growth because of the rent freeze	rent increases made after June 18, 2019, and
Assessment	Vonovia remains fully convinced that the planned rent freeze legislation is not only unconstitutional housing shortage. Instead it will disincentivize much needed investments in new constructions and the modernization of Berlin's existing housing stock. Notwithstanding this ill-conceived legislation, we will, once it is enacted and for as long as it is upheld. Vonovia will complete the construction and modernization projects that are underway and carefully review any future investments into Berlin.	but also a large step in the wrong direction. It will not serve to solve the homeowners and investors in Berlin to make of course, act in accordance
Spillover?	With ca. 10% of our portfolio located in Berlin, the impact on our performance and portfolio is clearly manageable. Unchanged from previous statements we continue to see the spillover risk into other areas outside Berlin as extremely low.

Political and Public Debate about Housing (I) Vonovia Leads by Example and Is Part of the Solution

Company Overview Business Update Additional Information

As the market leader, Vonovia leads by example when it comes to stakeholder reconciliation

• We offer our customers a product that is very close to their heart. The importance of accommodation is probably only surpassed by other elementary needs such as oxygen and food.
• As a consequence, affordable housing and rising rents have been among the most prominent topics of the national debate.
• Operating in the residential market brings with it a special responsibility that we take very seriously.
• That is why we
• developed our business philosophy which goes above and beyond what is legally required (https://www.vonovia.de/en/geschaeftsverstaendnis);
• limit ourselves to a maximum rent increase of €2/sqm following modernization even in cases where the law would allow for €3/sqm;
• have made a promise to our tenants who are 70 years or older by giving them a guarantee that their apartment will continue to remain affordable even if the standard local comparative rents change;
• decided in August 2019 to not implement the 2019 Berlin Mietspiegel in order to (i) not increase the uncertainty among our tenants any further and (ii) not add fuel to an already heated debate.

Political and Public Debate about Housing (II) Vonovia Leads by Example and Is Part of the Solution

Company Overview Business Update Additional Information

While this is a never-ending responsibility, we have come a long way in our effort to be part of the solution

"We welcome this project because it creates new smaller apartments for students and senior citizens and larger apartments for families in a very popular location." Dorothee Dubrau, Director for Housing and Urban Development in Leipzig. Source: Bild (German daily)

"Let's check out how subsidies are being put to use. Especially when you not only think of a single building but of the whole neighborhood. This is how Essen's run-down northern neighborhood has been turned into the Elting Viertel. Great!" Jan Heinisch, CDU and Deputy Minister of Construction and Urban Development in NRW. Source: Facebook

"More affordable housing in NRW, right where people need it. Vonovia is adding a floor in Essen using modular timber construction. Our NRW building code provides the legal framework. Thanks to the modular approach the construction period for the new apartments is only a few weeks." Stephen Paul, Liberal Party FDP and Member of the NRW State Parliament. Source: Facebook

Q: "Do you see private owners […] as a partner or an enemy?"

A: "Actually, in their role as landlords they are natural partners, and we have a pretty good working relation with Vonovia. However, when a company […] does not even accept the Mietspiegel we have a massive conflict." Interview with Berlin's Senator for Housing and Urban Development, Katrin Lompscher.

Source: Tagesspiegel (Berlin daily) on Sep. 30, 2019

¹Top 7 cities, includes projects completed between 2016 and 2023 (expected), Data source: bulwiengesa, company data. ²2017 data, source for market is German Tenant Association (published Oct. 3, 2019)

Company Overview Business Update Additional Information 03/2015 (incl. Südewo) 818 locations 347k units Strategic Portfolio ~400 locations 350k units 09/2019 498 locations 356k units

Vonovia location

Substantial Reduction of Portfolio Locations

High-influx cities ("Schwarmstädte"). For more information: http://investoren.vonovia.de/websites/vonovia/English/4050/financial-reports-_-presentations.html

Company Overview Business Update Additional Information Portfolio Cluster Ca. 60% of German portfolio earmarked for investment strategy, safeguarding long-term sustainability of our Optimize Apartment and Upgrade Building investment strategy. 1,679 non-core units sold in 9M 2019 with a fair value step-up of 15.2%. Operate 20% Invest 60% Recurring Sales 8% Non-core 1% Austria 6% Sweden 5% Rental Segment

		Fair value1	Residential	In-place rent
Sep 30, 2019	(€bn)	% of total	(€/sqm)	units	(€/sqm/month)
Operate	9.3	20%	1,794	75,209	6.96
Invest	27.8	60%	1,805	248,432	6.62
Strategic	37.1	80%	1,802	323,641	6.70
Recurring Sales	3.7	8%	1,927	28,321	6.84
Non-core	0.5	1%	1,299	4,242	6.32
Vonovia Germany	41.3	89%	1,804	356,204	6.71
Vonovia Austria	2.6	6%	1,415	22,764	4.63
Vonovia Sweden	2.3	5%	1,739	16,647	9.15
Vonovia Total	46.2	100%	1,773	395,615	6.69

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 €1,849.5m, of which €471.2m for undeveloped land and inheritable building rights granted, €392.5m for assets under construction, €514.4m for development, €274.1m IFRS 16 effect, and €197.4m for other.

Investment Program

Company Overview Business Update Additional Information

Evolution of Investment Program (€m)

9-10% IRR target for investment program

• In contrast to reactive maintenance (expensed and capitalized) which is spent to protect future EBITDAs, investments are pro-active and discretionary to grow future EBITDAs
• Investment programs are funded by retained cash (mainly Group FFO not paid out as dividends and sales proceeds) and debt
• Size of investment program is calibrated to ensure we remain within LTV target range

Three Sources of Rent Growth

• Vonovia's investment program proactively addresses the challenges of a more sensitive rent growth environment and enables us to largely compensate for the slight decline in market rent growth opportunities which is due to increasing political influence on Mietspiegel and impacts from the Mietpreisbremse.
• Added benefit: In contrast to market rent growth from Mietspiegel adjustments, investment-driven rent growth results in a tangible benefit for tenants and addresses the social challenges of climate protection, CO2 reduction and senior friendly refurbishments

We will continue to deliver best-in-class organic rent growth

• Increasingly comprehensive investment projects incl. neighborhood developments and new construction result in more extended periods between investment and full rent growth realization.
• 6% of 2017 investment program rent growth, 39% of 2018 investment program rent growth and 67% of 2019 investment program rent growth for an aggregate incremental rental income of ~ €63m p.a. are still in the pipeline as investments are underway but not fully completed.

Acquisitions – Opportunistic but Disciplined

Acquisitions are shown for all categories in the year the acquisition process started.

Acquisition Track Record

Company Overview Business Update Additional Information

					Fair Value (€/sqm)	1		In-place rent (€/sqm)	1
Year	Deal	Residential units #	TOP Locations	@ Acquisition	Sep 30, 2019	∆	@ Acquisition	Sep 30, 2019	∆
2014	DEWAG	11,300	Berlin, Hamburg, Cologne, Frankfurt/Main	1,344	2,356	75%	6.76	8.05	19%
	VITUS	20,500	Bremen, Kiel	807	1,486	84%	5.06	5.97	18%
	GAGFAH	144,600	Dresden, Berlin, Hamburg	889	1,745	96%	5.40	6.50	20%
2015	FRANCONIA	4,100	Berlin, Dresden	1,044	2,025	94%	5.82	6.85	18%
	SÜDEWO	19,400	Stuttgart, Karlsruhe, Mannheim, Ulm	1,380	2,071	50%	6.83	7.60	11%
2016	GRAINGER	2,400	Munich, Mannheim	1,501	2,331	55%	7.09	8.10	14%
	CONWERT (Germany & Austria)	23,400	Berlin, Leipzig, Potsdam, Wien	1,353	1,970	46%	5.88	6.51	11%
	thereof Germany	21,200	Berlin, Leipzig, Potsdam	1,218	1,869	53%	5.86	6.47	10%
2017	thereof Austria	2,200	Vienna	1,986	2,486	25%	6.11	6.83	12%
	PROIMMO	1,000	Hanover	1,617	1,801	11%	6.63	6.93	4%
	BUWOG (Germany & Austria)	48,300	Berlin, Lübeck, Vienna, Villach	1,244	1,447	16%	5.10	5.38	5%
	thereof Germany	27,000	Berlin, Lübeck, Kiel	1,330	1,646	24%	5.96	6.37	7%
2018	thereof Austria	21,300	Vienna, Villach, Graz	1,157	1,259	9%	4.21	4.43	5%
	VICTORIA PARK (Sweden)	14,000	Stockholm, Malmö, Gothenburg	15,286	18,598	22%	92.25	97.89	6%
	Total	289,000

¹Germany & Austria in €, Sweden in SEK Note: Excluding smaller tactical acquisitions.

Company Overview Business Update Additional Information Acquisition from Blackstone Agreement to acquire ca. 69% of voting rights and ca. 61% of shares announced on Sep. 23, 2019 (subject to merger clearance, which we expect to receive shortly) Closing expected for the first half of Nov. 2019, when Vonovia will acquire Blackstone's stake and trigger a mandatory tender offer to acquire the outstanding shares Vonovia stake in Hembla The aggregate of the Hembla stake and the shares acquired between Sep. 25 and Oct. 31, 2019, will be 71.7% of the voting rights and 64.2% of the shares Tender Offer Once the mandatory offer has been triggered by the closing of the Blackstone transaction, the offer will be announced and the offer document will be published The offer period of four weeks is expected to run in Nov. and Dec. 2019 Following the publication of the offer document, minority shareholders will be able to tender their shares for SEK215 per share Strategy Building on the knowhow and experience from our German operations, Vonovia intends to continue to consolidate the Swedish market and build an efficient and scalable operating platform Vonovia is a long term investor and holder of properties. It is not part of our strategy to realize value through the future sale of buildings for our own benefit or that of minority shareholders. Instead we will focus on expansion and further investment in Hembla's properties Hembla's current dividend policy is to not distribute dividends to shareholders but to reinvest earnings into the properties. Vonovia agrees with this strategy and currently has no intention to amend Hembla's dividend policy

Update Hembla Acquisition

Company Overview Business Update Additional Information European Acquisition Activities

• Cautious approach to minimize risk. Currently ca. 14%¹ of the portfolio located outside Germany. We continue to monitor the German market and our defined European target markets in accordance with our acquisition criteria.
• Germany is expected to remain the dominant market in the foreseeable future. We have no target rate or ratios in terms of German vs. non-German exposure. We approach M&A opportunities in both German and non-German markets with the same robust criteria.

2016	2017	2018	2019
• First (minor) exposure to non German resi portfolio via conwert tender offer	• Rolf Buch is appointed to the Board of D. Carnegie (today: Hembla); he resigned in 2018 when Vonovia made an offer for Victoria Park Signing of MoU with CDC Habitat • (formerly SNI) Tender offer for Buwog •	• Tender offer for Victoria Park (14k units) • Acquisition of 2,340 flats by VP for ca. €450m (closed early Q2 2019)	• Acquisition of 10% stake in a 4,000 unit portfolio sold by French SNCF Squeezed out Buwog minorities for • ca. €334m Exercised call options for 12.4% of • VP, delisted shares and initiated squeeze-out proceedings • Acquisition of ca. 61% of shares and 69% of voting rights in Hembla from Blackstone • Tender offer for remaining shares in Hembla

	Austria (run a scalable business)	Sweden (main focus)	France (biggest long-term potential)	The Netherlands (open for opportunities)
% of total portfolio	~5%1	~9%1	Not meaningful	0%
Next steps	• Gradual asset rotation via recurring sales of mature assets and development of new assets in a similar magnitude • Run scalable operating business • Follow accretive acquisition opportunities on an opportunistic basis	• Pursue accretive acquisition opportunities on an opportunistic basis • Add Vonovia experience and skill set and use Victoria Park as a platform to further grow in the Swedish residential market • Demonstrate success and sustainability of Vonovia business model to show it also works outside of Germany	• Utilize 10% stake in SNCF portfolio to gain more profound understanding of the market • Safeguard pole position and first-mover advantage for potential opening of social housing to commercial ownership • Continue to actively engage with relevant French players to seek opportunities for taking the next steps	• Continue market research • Be prepared for accretive acquisition opportunities on an opportunistic basis

1 Pro forma incl. Hembla

Company Overview Business Update Additional Information LTV at Lower End of Target Range

• LTV as of Sep. 30, 2019, was 40.3%; Net debt/EBITDA multiple was 11.1x.
• Against the background of the stable cash flows and the strong long-term fundamentals in our portfolio locations, largely driven by a structural supply/demand imbalance, we see continued upside potential for our property values.
• Pro forma year-end LTV incl. Hembla acquisition, financing and H2 2019 valuation estimated to be toward the upper end but still well within our target range.

€m (unless indicated otherwise)	Sep 30, 2019	Dec 31, 2018
Non-derivative financial liabilities	20,505.6	20,136.0
Foreign exchange rate effects	-45.4	-33.5
Cash and cash equivalents	-1,157.4	-547.7
Net debt	19,302.8	19,554.8
Sales receivables	-10.4	-256.7
Adj. net debt	19,292.4	19,298.1
Fair value of real estate portfolio	47,763.9	44,239.9
Shares in other real estate companies	114.0	800.3
Adj. fair value of real estate portfolio	47,907.9	45,040.2
LTV	40.3%	42.8%
LTV (incl. perpetual hybrid)	42.4%	45.1%
Net debt/EBITDA multiple1	11.1x	11.4x

¹ Adj. net debt quarterly average over Total EBITDA (LTM); adj. for IFRS 16 effect.

Covenants and KPIs (Sep 30, 2019)

Asia Roadshow December 2019

Bond KPIs	Covenant	Level	Sep 30, 2019
	LTV
	Total Debt / Total Assets	<60%	40%
	Secured LTV	<45%	13%
	Secured Debt / Total Assets
	ICR	>1.80x	4.9x
	Last 12M EBITDA / Last 12M Interest Expense
	Unencumbered Assets
	Unencumbered Assets / Unsecured Debt	>125%	203%

Company Overview Business Update Additional Information

Rating KPIs	Covenant	Level (BBB+)
	Debt to Capital Total Debt / Total Equity + Total Debt	<60%
	ICR Last 12M EBITDA / Last 12M Interest Expense	>1.80x

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.

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