Vonovia SE

Investor Presentation • Nov 5, 2019

9M 2019 Earnings Call November 5, 2019

Rolf Buch, CEO Helene von Roeder, CFO

Agenda

Highlights	3
Segment Results & Portfolio	4-10
Valuation & NAV	11-13
LTV & Financing	14-15
Hembla Update & Acquisition Criteria	16-17
Guidance 2019 & 2020	18-19
Berlin & Regulation	20
Political & Public Debate	21-22
Wrap-up	23
Appendix	24

Highlights

Highlights	Segment Results Valuation LTV Hembla Update Guidance Berlin Political & Public Appendix & Portfolio & NAV & Financing & Acq. Criteria 2019 & 2020 & Regulation Debate
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% - 5.9%) expected YE2019E Adj. NAV per share estimated to come out between €51.5 and €53
Capital Structure	LTV 40.3% (-250bps since YE 2018) Pro forma year-end LTV incl. Hembla acquisition, financing and H2 valuation estimated to be toward the upper end but still well within our target range Net debt/EBITDA multiple 11.1x
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-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 Berlin remains extremely low Well-balanced stakeholder debate more important than ever and Vonovia is leading by example

We are continuing our solid performance and remain confident in our upward trajectory and ability to deliver sustainable growth for the remainder of the year and beyond.

Highlights Segment Results & Portfolio Valuation & NAV LTV & Financing Guidance 2019 & 2020 Hembla Update & Acq. Criteria Berlin & Regulation Appendix Political & Public Debate Substantial Growth in All Four Segments from Larger Portfolio Volume and Performance Improvements

• 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).

Adj. EBITDA Rental Up from Acquisitions and Organic Growth

Highlights & Portfolio & NAV & Financing & Acq. Criteria 2019 & 2020 & Regulation Debate		Segment Results	Valuation	LTV	Hembla Update	Guidance	Berlin	Political & Public	Appendix
---------------------------------------------------------------------------------------------------------------	--	-----------------	-----------	-----	---------------	----------	--------	--------------------	----------

Rental Segment (€m)	9M 2019	9M 2018	Delta
Rental income	1,527.0	1,393.3	+9.6%
Maintenance expenses	-230.2	-218.8	+5.2%
Operating expenses1	-214.3	-207.8	+3.1%
Adj. EBITDA Rental	1,082.5	966.7	+12.0%

• Rental income growth in 9M 2019 was driven by the acquisition of Buwog and Victoria Park plus organic rental growth, both of which more than outweighed the rental income dilution from disposals.
• The increase in maintenance expenses is volume driven; persquare-meter levels are in line with last year.

Rental Segment

The increase in operating expenses is mainly attributable to the inclusion of ~€30m (pass-through) ancillary expenses for Victoria Park due to the all-inclusive rent levels in Sweden.

EBITDA Operations margin Germany²

¹ Prior-year adjusted to include corporate transaction costs.

Rental income by geography

² EBITDA Operations margin (Adj. EBITDA Rental + Adj. EBITDA Value-add – intragroup profits). 2019 margin includes positive impact from IFRS 16.

9M 2019 Earnings Call

	Operating KPIs Rental Segment
Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix

• Organic rent growth of 4.0% year-on-year.
• Average in-place rent of €6.69 per sqm (+4.0% not like-for-like and including impacts from acquisitions and disposals).
• Vacancy rate of 2.9%, largely investment related.
• Maintenance expenses and capitalized maintenance stable on a per-square-meter basis.

Rental Segment

Continued Dynamic Growth in Adj. EBITDA Value-add

Segment Results Highlights & Portfolio & NAV & Financing & Acq. Criteria 2019 & 2020 & Regulation Debate	Valuation LTV Hembla Update	Guidance Berlin Political & Public	Appendix
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Value-add Segment

• Two types of value-add: (i) internal savings mainly via craftsmen organization and (ii) additional revenue through external income by offering services at market prices but on a lower cost basis due to efficiencies and size.
• Insourcing of services to ensure maximum process management and cost control.
• Expansion of core business to generate additional revenues by walking back the value chain and offering services that were previously provided by third parties (internalization of margin).
• Cash flows from Adj. EBITDA Value-add are not included in the portfolio valuation, and as a consequence largely ignored in NAV.
• Applying the impairment test discount rate¹ to the 2019E Adj. EBITDA Value-add suggests an additional value of ~€5 per share (~10% on top of 9M 2019 Adj. NAV).

¹ Pre-tax WACC in impairment test of 5.1%. ² Distribution based on FY2019 expectations

			Segment
Adj. EBITDA Contribution from Recurring Sales Up 15.7%
Segment Results Valuation LTV Hembla Update Guidance Highlights & Portfolio & NAV & Financing & Acq. Criteria 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix
Stable sales volume but higher proceeds and fair value step-up y-o-y.		Geographic split by sales proceeds
FV step-up improvement also driven by disposals in Austria.		Austria
Avg. sales prices up 10% y-o-y.		30%
Outside the Recurring Sales Segment we sold 1,679 non-core units in			Germany
9M 2019 with a fair value step-up of 15.2%.			70%
Recurring Sales Segment (€m)	9M 9M 2019 2018	Delta
Units sold	1,893 1,992	-5.0%
Gross proceeds	273.5 261.7	+4.5%
Fair value	-193.4 -190.8	+1.4%
Adjusted earnings	80.1 70.9	+13.0%
Fair-value step-up	41.4% 37.1%	+430bps
Selling costs1	-11.0 -11.2	-1.8%
Adj. EBITDA Recurring Sales	69.1 59.7	+15.7%

Recurring Sales

¹ Prior-year adjusted to exclude corporate transaction costs.

Highlights Segment Results & Portfolio Valuation & NAV LTV & Financing Guidance 2019 & 2020 Hembla Update & Acq. Criteria Berlin & Regulation Appendix Political & Public Debate 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 on top of existing buildings because this happens in the context of and is accounted for under modernization. Germany Austria 49% 51% Development to hold (by fair value) Germany 47% Austria 53% Development to sell (by income) Development Segment (€m) 9M 2019 9M ²⁰¹⁸ Delta Income from disposal of "to sell" properties 194.9 122.9 +58.6% Cost of Development to sell -148.1 -107.8 +37.4% Gross profit Development to sell 46.8 15.1 >100% Fair value Development to hold 185.3 65.1 >100% Cost of Development to hold -152.2 -54.9 >100% Gross profit Development to hold 33.1 10.2 >100% Operating expenses Development segment -17.9 -7.8 >100% Adj. EBITDA Development 62.0 17.5 >100%

Development Segment

Ramp-up of Development Business Continues

Vonovia's Contribution towards Reducing the Housing Shortage

Segment Results Valuation LTV Hembla Update Guidance Berlin Highlights & Portfolio & NAV & Financing & Acq. Criteria 2019 & 2020 & Regulation	Political & Public Appendix Debate
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	------------------------------------------

New rental apartments for our own portfolio ("to hold")

• 967 units completed in 9M 2019 (including 127 new units through Pipeline with ca. 31,000 apartments floor additions which are built in the context of and are accounted for under modernization investments and which are not included in the Development Segment).
• Total pipeline of ca. 31,000 units, of which more than 80% 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.

Development Segment

2019 target: up to 1,400 completions

New apartments for retail disposal ("to sell")

• Total pipeline volume of ca. €2.6bn (ca. 7,400 apartments), of which ca. 60% in Germany and ca. 40% in Austria.
• Investment capital for Development to sell is not part of investment program.
• Average apartment size between 70-80 sqm.
• Average investment volume of ~€4.5k per sqm.
• Expected gross margin between 20-25% on average.

Pipeline with ca. 7,400 apartments 515 units completed in 9M 2019.

2019 target: up to 800 completions

• While offer prices in all of our other German regional markets have been continuing to grow in H2 2019, we have seen very little movement in Berlin.
• In Berlin, the offer prices have been moving sideways and also the number of offers has been stable while the transaction volume has been declining.
• Meaningful value changes, if any, as a result of the rent freeze legislation, would probably not be seen before H1 2020.

¹Vonovia Portfolio. Index Q1 2017 = 100. Not like-for-like. Data source: empirica; own analysis

	Adj. NAV Growth of +9.0% per share
Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix

• Adj. NAV increased by 14.0% to €26.5bn
• Adj. NAV per share increased by 9.0% on a 4.7% higher number of shares

€m (unless indicated otherwise)	Sep. 30, 2019	Dec. 31, 2018
Equity attributable to Vonovia's shareholders	18,123.7	17,880.2
Deferred taxes on investment properties	9,055.1	8,161.1
Fair value of derivative financial instruments1	106.5	87.2
Deferred taxes on derivative financial instruments	-28.9	-23.5
EPRA NAV	27,256.4	26,105.0
Goodwill	-730.6	-2,842.4
Adj. NAV	26,525.8	23,262.6

EPRA NAV €/share	50.26	50.39
Adj. NAV €/share	48.92	44.90	+9.0%
Number of shares (eop)	542.3	518.1

¹ Adjusted for effects from cross currency swaps.

• 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 and do not see material long-term downside risks for our portfolio.
• 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.

Solid Capital Structure with Smooth Maturity Profile and Diverse Funding Mix

LTV & Financing

• Unwavering commitment to BBB+ rating

Valuation & NAV

Highlights Segment Results

& Portfolio

• Maintain diverse funding mix to preserve best possible optionality
• LTV target range of 40%-45%

Hembla Update Guidance & Acq. Criteria 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix
KPI / criteria		Sep. 30, 2019	Dec. 31, 2018
Corporate rating (S&P)		BBB+	BBB+
LTV		40.3%	42.8%
Net debt/EBITDA multiple1		11.1x	11.4x
ICR		4.9x	4.7x
ratio2 Fixed/hedged debt		97%	96%
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

9M 2019 Earnings Call

Highlights Segment Results & Portfolio Valuation & NAV LTV & Financing Guidance 2019 & 2020 Hembla Update & Acq. Criteria Berlin & Regulation Appendix Political & Public Debate Update Hembla Acquisition 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 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 plus 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

Highlights Segment Results & Portfolio Valuation & NAV LTV & Financing Guidance 2019 & 2020 Hembla Update & Acq. Criteria Berlin & Regulation Appendix Political & Public Debate Technical Update of Acquisition Criteria

• The discontinuation of FFO1 and the introduction of Group FFO as the leading performance measure required a review of our acquisition criteria.
• The objective under the updated criteria remains the same; to safeguard discipline in acquisitions and M&A: Shareholders 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.
• Earnings accretion will be measured relative to comparable portfolios within Vonovia.

quantitative acquisition targets and instead will continue to act purely opportunistic.

¹EPRA is currently reviewing its Best Practice Recommendations and is expected to replace EPRA NAV with a revised but broadly similar metric

Final 2019 Guidance at Upper End for Total EBITDA and Group FFO

& Portfolio & NAV & Financing & Acq. Criteria 2019 & 2020 & Regulation Debate
-------------------------------------------------------------------------------------------------

• Lower-than-originally anticipated organic rent growth as a result of not implementing 2019 Berlin Mietspiegel and lower construction volume as a consequence of lagging permits
• Since the IPO in 2013 we have been building a broader, increasingly diversified and more stable business that generates earnings from a variety of sources and geographies
• While the investment volume and organic rent growth fall a bit short of our earlier expectations, we expect to deliver both EBITDA and Group FFO at the upper end of the guidance range, resulting in a dividend per share of €1.57¹ (+9% y-o-y)

	2018 Actuals	2019 Guidance (Aug. 2019)	Final 2019 Guidance (Nov. 2019; excl. Hembla)
Organic rent growth (eop)	4.4%	~4.4%	~4.0%
Rental Income (€m)	1,894	2,020 – 2,070	~2,040
Recurring Sales (# of units)	2,818	~2,500	~2,500
FV step-up Recurring Sales	35.5%	~30%	>30%
Adj. EBITDA Total (€m)	1,397	1,700 – 1,750	Upper end of range
Group FFO (€m)	1,132	1,165 – 1,215	Upper end of range
Group FFO (€/share)	2.18	2.15 – 2.24	Upper end of range
Dividend (€/share)	1.44	~70% of Group FFO	1.571
Investments (€m)	1,139	1,300 - 1,600	~1,400
Adj. NAV (€/share)	44.90	n/a	€532 €51.5 -
Underlying number of shares (million)	518.1	542.3	542.3

¹To be proposed to the Annual General Meeting in May 2020. ² incl. Hembla

	Initial 2020 Guidance
Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix

	2019 Guidance (excl. Hembla)	2020 Guidance (incl. Hembla)
Organic rent growth (eop)	~4.0%	See pages 35- 38 for ~4.0% assumptions & analyses
Rental Income	~2.04bn	~2.3bn
Recurring Sales (# of units)	~2,500	~2,500
FV step-up Recurring Sales	>30%	~30%
Adj. EBITDA Total (€m)	Upper end of 1,700 – 1,750 range	1,875 – 1,925
Group FFO (€m)	Upper end of 1,165 – 1,215 range	1,275 – 1,325
Dividend (€/share)	1.571	70% of Group FFO per share
Investments (€m)	~1,400	1,300 – 1,600

¹To be proposed to the Annual General Meeting in May 2020

Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix
Legislation		The proposed 	into effect	On Oct. 22, the Berlin Senate agreed on the draft bill for a Berlin-specific rent freeze law (see page 33 for further details); parliamentary hearings are expected to take place in November and December. The bill is expected to become law in Q1 2020. 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
Group 2020 for Vonovia	FFO impact		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		unconstitutional housing shortage.		Vonovia remains fully convinced that the planned rent freeze legislation is not only but also a large step in the wrong direction. It will not serve to solve the 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.		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.

Berlin-specific Rent Legislation: Freeze & Reduction

Valuation LTV Guidance Hembla Update Berlin Political and Public Debate about Housing (I) Vonovia Leads by Example and Is Part of the Solution

Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix
	As the market leader, Vonovia is determined to also lead 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.

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)

• 9M 2019 performance on track to deliver EBITDA and Group FFO at the upper end of the guidance for 2019
• Valuation estimate for H2 translates into YE2019E Adj. NAV/share between €51.5 and €53
• YE2019 LTV expected to be well within target range
• Initial 2020 guidance shows an estimated Group FFO growth of 7% (mid-point)
• Expected to continue to deliver best-in class rental growth
• Diversification of business in terms of geography and breadth of activities is paying off
• Berlin-specific rental regulation with only minor impact on Group FFO
• We continue to see the spillover risk into other areas outside Berlin as extremely low
• Vonovia leads by example with regards to the highly relevant stakeholder debate

Appendix
Highlights	Segment Results Valuation LTV Hembla Update Guidance Berlin & Portfolio & NAV & Financing & Acq. Criteria 2019 & 2020 & Regulation	Political & Public Appendix Debate
	Strategy	25-26
	Portfolio	27-29
	Investments	30-31
	Bridge from Group FFO 2019E to Group FFO 2020E	32
	Berlin-specific rent freeze legislation & rent regulation terminology	33-34
	Rent growth analyses	35-38
	Acquisitions	39-41
	Bond data	42-43
	Residential market data	44-49
	Vonovia shares	50-51
	Management Remuneration	52-54
	IR contact & financial calendar	55
	Disclaimer	56

4+1 Strategy Has Evolved into 4+2 Strategy

9M 2019 Earnings Call

Vonovia's business model has evolved to encompass value creation across the full residential real estate life cycle of our assets

1 Historic range. 2 CAGR since 2013 fair value uplift through performance and investments (excluding yield compression).

Vonovia location

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

	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.

Rental Segment

Regional Cluster

Highlights	Segment Results & Portfolio	Valuation & NAV		LTV & Financing		Hembla Update & Acq. Criteria	Guidance 2019 & 2020		Berlin & Regulation		Political & Public Debate		Appendix
		Fair value1						In-place rent
	Regional Market	(€m)	(€/sqm)	Residential units	Vacancy (%)	Total (p.a., €m)	Residential (p.a., €m)	Residential (€/sqm/ month)	Organic rent growth (LTM, %)	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		7,202	2,601	42,029	1.5	226	214	6.78	3.8	31.9	80.4	1.8	50.0
Rhine Main Area (Frankfurt, Darmstadt, Wiesbaden)		4,202	2,355	27,491	1.8	176	170	8.23	4.5	23.9	105.0	1.8	37.8
Southern Ruhr Area (Dortmund, Essen, Bochum)		3,646	1,349	43,405	3.6	192	187	6.09	4.8	19.0	102.0	1.5	31.6
Rhineland (Cologne, Düsseldorf, Bonn)		3,634	1,852	28,784	2.5	168	160	7.16	3.2	21.6	88.5	1.7	30.2
Dresden		3,463	1,511	38,508	3.6	166	157	6.19	4.4	20.8	81.8	1.7	27.8
Hamburg		2,584	2,017	19,816	1.8	109	105	7.11	4.1	23.7	98.4	1.6	39.2
Munich		2,170	3,327	9,651	1.2	65	61	8.17	3.0	33.2	121.8	1.8	46.4
Kiel		2,064	1,481	23,372	2.3	104	99	6.29	3.8	19.8	74.8	1.7	36.3
Stuttgart		2,016	2,263	13,790	1.8	84	81	7.93	2.8	23.9	104.5	1.8	36.0
Hanover		1,791	1,709	16,297	3.1	83	79	6.64	4.7	21.7	90.1	1.7	37.3
Northern Ruhr Area (Duisburg, Gelsenkirchen)		1,596	985	25,958	3.7	110	106	5.74	3.3	14.5	81.7	1.2	25.1
Bremen		1,150	1,555	11,856	3.7	51	48	5.81	4.6	22.8	84.2	1.8	29.2
Leipzig		914	1,470	9,188	4.1	44	41	6.05	2.9	21.0	74.5	1.7	24.2
	Westphalia (Münster, Osnabrück)	879	1,409	9,494	3.4	45	43	6.09	4.0	19.7	92.4	1.5	38.6
Freiburg		636	2,281	4,039	1.9	25	24	7.40	3.1	25.6	85.4	1.7	40.6
Other Strategic Locations		2,690	1,546	26,783	3.6	137	132	6.69	4.0	19.7	-	1.5	35.1
	Total Strategic Locations Germany	40,635	1,814	350,461	2.8	1,783	1,708	6.71	3.9	22.8	-	1.7	34.9
Non-Strategic Locations		679	1,358	5,743	6.9	35	30	6.40	0.9	19.4	-	1.6	20.0
Germany total		41,314	1,804	356,204	2.8	1,818	1,738	6.71	3.9	22.7	100.0	1.7	34.9
Austria		2,614	1,415	22,764	5.3	108	89	4.63	3.6	24.3	-	1.2	-
Sweden		2,261	1,739	16,647	1.4	141	129	9.15	5.2	16.0	-	2.0	-
Total Vonovia		46,188	1,773	395,615	2.9	2,067	1,957	6.69	4.0	22.3	-	1.7	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 €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. ² Source: GfK (2018). Data refers to the specific cities indicated in the tables, weighted by the number of households where applicable.

Comprehensive Investment Program Well on Track

• The investment program includes
• New construction: New construction of apartments to hold through entirely new buildings or floor additions to existing buildings applying modular and conventional construction methods. (The investment program volume does not include development to sell projects).
• Upgrade Building (UB): energy efficient building modernization usually including new facades, roofs, windows and heating systems.
• Optimize Apartment (OA): primarily senior-friendly apartment renovation usually including new bathrooms, modern electrical installations and new flooring.

9-10% IRR target for investment program

Investment Track Record
Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix

• 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

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

Berlin-specific Rent Freeze Legislation
Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix

• On Oct. 22, 2019, the Berlin Senate agreed on the draft bill for a Berlin-specific rent freeze; parliamentary hearings are expected to take place in November and December. The bill is expected to become law in Q1, 2020.
• The main elements of the legislation as we understand them are as follows:
• Rents are frozen as of June 2019 for a period of five years. Starting 2022 the Senate is authorized to allow an increase in rents by 1.3% per annum up to the rent ceilings ("Mietobergrenzen").
• Modernization that increases rents by up to €1/sqm must be presented to the authorities but requires no formal approval. Subsidies shall be used for additional modernization that leads to rent increases of > €1/sqm.
• New letting must be at the same level as previous rent unless the previous rent is higher than the rent ceiling ("Mietobergrenze") in which case the rent must be brought down to the rent ceiling.
• The defined rent ceilings can be increased by €1 if the apartment meets at least three of five defined characteristics (elevator, kitchen, high-quality bathroom, high-quality flooring, energy consumption level <120 kWh/(m² a)).
• In the case of particularly low rents of less than €5/sqm, new lettings can be made at a max. of €5/sqm but in no case can the new rent be more than €1/sqm higher than the old rent.
• Excessive rents ("Wuchermieten") of more 120% of the rent ceilings shall be reduced to the rent ceiling level (premiums/discounts are applied based on location: simple -28 cents/sqm, average -9 cents/sqm, above average +74 cents/sqm). The reduction of excessive rents shall start nine months after the law is enacted and on the order of the administration after reviewing a tenant's request.

For the full draft bill seehttps://www.stadtentwicklung.berlin.de/wohnen/wohnraum/mietendeckel/download/Gesetzentwurf-Neuregelung-Mietenbegrenzung-MietenWoGBln.pdf

Quick Guide to Key Real Estate Regulation Terminology

Segment Results Valuation LTV Hembla Update Guidance Berlin Political & Public Highlights & Portfolio & NAV & Financing & Acq. Criteria 2019 & 2020 & Regulation Debate	Appendix
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	----------

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.

Background on 2020E Organic Rent Growth Estimate

Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix
------------	--------------------------------	--------------------	--------------------	----------------------------------	-------------------------	------------------------	------------------------------	----------

Our 2020E organic rent growth guidance accounts for these dampening factors:

Reversal of post June 18, 2019, rent increases in Berlin in anticipation that rent freeze becomes law in Q1 2020 and in-place rents will need to be rolled back to June 18, 2019 levels. A

Continuously declining tenant turnover to now below 10%

(i) Political influence on Mietspiegel values plus Mietpreisbremse translate into lower rent growth opportunities from Mietspiegel upgrades; (ii) execution of full investment-driven rent growth is taking longer due to delay in building permits, shortage of construction labor and increasingly comprehensive investment projects C

This analysis does not include the impact from the element in the Berlin-specific rent freeze regulation that deals with one-off rent reductions: (i) Relettings can only be made at the level of the previous rent and in no case above the respective rent ceiling (Mietobergrenzen); and (ii) In-place rents of >120% rent ceiling value are to be reduced. Our estimate for the full impact would be ca. 50 bps. As this part of the legislation is expected to be enacted nine months after implementation and reductions would only come by order of the administration after reviewing a tenant's application we do not expect a large impact in 2020. Furthermore, this part of the rent freeze is widely considered the most unconstitutional element of the Berlin rent freeze legislation.

Highlights Segment Results & Portfolio Valuation & NAV LTV & Financing Guidance 2019 & 2020 Hembla Update & Acq. Criteria Berlin & Regulation Appendix Political & Public Debate 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 are confident to 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.

9M 2019 Earnings Call

9M 2019 Earnings Call

	European Activities
Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix

• Cautious step-by-step approach to minimize risk. Currently ca. 14%¹ of the portfolio are located outside Germany. We will 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 also in the foreseeable future. No specific target rate or ratios in terms of German vs. non-German exposure but highly opportunistic approach as is the case for our German M&A activities.

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

¹Acquisitions are shown for all categories in the year the acquisition process started.

	Acquisition Track Record
Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix

					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 Dresden, Berlin, 144,600 889 Hamburg 4,100 Berlin, Dresden 1,044 Stuttgart, Karlsruhe, 19,400 1,380 Mannheim, Ulm 2,400 Munich, Mannheim 1,501 Berlin, Leipzig, Potsdam, 23,400 1,353 Wien thereof Germany 21,200 Berlin, Leipzig, Potsdam 1,218 thereof Austria 2,200 Vienna 1,986 1,000 Hanover 1,617 Berlin, Lübeck, Vienna, 48,300 1,244 Villach thereof Germany 27,000 Berlin, Lübeck, Kiel 1,330	1,486	84%	5.06	5.97	18%
	GAGFAH				1,745	96%	5.40	6.50	20%
2015	FRANCONIA				2,025	94%	5.82	6.85	18%
	SÜDEWO				2,071	50%	6.83	7.60	11%
2016	GRAINGER				2,331	55%	7.09	8.10	14%
	CONWERT (Germany & Austria)				1,970	46%	5.88	6.51	11%
					1,869	53%	5.86	6.47	10%
2017					2,486	25%	6.11	6.83	12%
	PROIMMO				1,801	11%	6.63	6.93	4%
	BUWOG (Germany & Austria)				1,447	16%	5.10	5.38	5%
					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.

	Covenants and KPIs (Sep 30, 2019)
Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix

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

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

Highlights Segment Results & Portfolio Valuation & NAV LTV & Financing Guidance 2019 & 2020 Hembla Update & Acq. Criteria Berlin & Regulation Appendix Political & Public Debate Standard & Poor'^s BBB+ Stable 23 Sep 2019 Bonds / Rating

Corporate Investment grade rating as of 2018-08-02

Rating agency	Rating	Outlook	Last Update

Bond ratings as of 2018-08-02

Name	Tenor & Coupon	ISIN	Amount	Issue price	Coupon	Final Maturity Date	Rating
Bond 004 (USD-Bond)	10 years 5.000%	US25155FAB22	USD 250m	98.993%	4.580%(1)	02 Oct 2023	BBB+
Bond 005 (EMTN)	8 years 3.625%	DE000A1HRVD5	€ 500m	99.843%	3.625%	08 Oct 2021	BBB+
Bond 007 (EMTN)	8 years 2.125%	DE000A1ZLUN1	€ 500m	99.412%	2.125%	09 July 2022	BBB+
Bond 008 (Hybrid)	perpetual 4%	XS1117300837	€ 1,000m	100.000%	4.000%	perpetual	BBB
Bond 009A (EMTN)	5 years 0.875%	DE000A1ZY971	(2) € 301m	99.263%	0.875%	30 Mar 2020	BBB+
Bond 009B (EMTN)	10 years 1.500%	DE000A1ZY989	€ 500m	98.455%	1.5000%	31 Mar 2025	BBB+
Bond 010B (EMTN)	5 years 1.625%	DE000A18V138	(2) € 752m	99.852%	1.625%	15 Dec 2020	BBB+
Bond 010C (EMTN)	8 years 2.250%	DE000A18V146	€ 1,000m	99.085%	2.2500%	15 Dec 2023	BBB+
Bond 011A (EMTN)	6 years 0.875%	DE000A182VS4	€ 500m	99.530%	0.875%	10 Jun 2022	BBB+
Bond 011B (EMTN)	10 years 1.500%	DE000A182VT2	€ 500m	99.165%	1.5000%	10 Jun 2026	BBB+
Bond 013 (EMTN)	8 years 1.250%	DE000A189ZX0	€ 1,000m	99.037%	1.250%	06 Dec 2024	BBB+
Bond 014A (EMTN)	5 years 0.750%	DE000A19B8D4	€ 500m	99.863%	0.750%	25 Jan 2022	BBB+
Bond 014B (EMTN)	10 years 1.750%	DE000A19B8E2	€ 500m	99.266%	1.750%	25 Jan 2027	BBB+
Bond 015 (EMTN)	8 years 1.125%	DE000A19NS93	€ 500m	99.386%	1.125%	08 Sep 2025	BBB+
Bond 016 (EMTN)	2 years 3M EURIBOR+0.350%	DE000A19SE11	€ 500m	100.448%	3M EURIBOR+0.350%	20 Nov 2019	BBB+
Bond 017A (EMTN)	6 years 0.750%	DE000A19UR61	€ 500m	99.330%	0.750%	15 Jan 2024	BBB+
Bond 017B (EMTN)	10 years 1.500%	DE000A19UR79	€ 500m	99.439%	1.500%	14 Jan 2028	BBB+
Bond 018A (EMTN)	4.75 years 3M EURIBOR+0.450%	DE000A19X793	€ 600m	100.000%	0.793% hedged	22 Dec 2022	BBB+
Bond 018B (EMTN)	8 years 1.500%	DE000A19X8A4	€ 500m	99.188%	1.500%	22 Mar 2026	BBB+
Bond 018C (EMTN)	12 years 2.125%	DE000A19X8B2	€ 500m	98.967%	2.125%	22 Mar 2030	BBB+
Bond 018D (EMTN)	20 years 2.750%	DE000A19X8C0	€ 500m	97.896%	2.750%	22 Mar 2038	BBB+
Bond 019 (EMTN)	5 years 0.875%	DE000A192ZH7	€ 500m	99.437%	0.875%	03 Jul 2023	BBB+
Bond 020 (EMTN)	6.5 years 1.800%	DE000A2RWZZ6	€ 500m	99.836%	1.800%	29 Jun 2025	BBB+
Bond 021A (EMTN)	10 years 0.500%	DE000A2R7JD3	€ 500m	98.965%	0.500%	14 Sep 2029	BBB+
Bond 021B (EMTN)	15 years 1.125%	DE000A2R7JE1	€ 500m	99.822%	1.125%	14 Sep 2034	BBB+
Bond 022A (EMTN)	3.5 years 0.125%	DE000A2R8NC5	€500m	99.882%	0.125%	06 Apr 2023	BBB+
Bond 022B (EMTN)	8 years 0.625%	DE000A2R8ND3	€ 500m	98.941%	0.625%	07 Oct 2027	BBB+
Bond 022C (EMTN)	20 years 1.625%	DE000A2R8NE1	€ 500m	98.105%	1.625%	07 Oct 2039	BBB+

(1) EUR-equivalent Coupon

(2) Nominal amount outstanding after Liability Management in Sep 2019

Highlights Segment Results & Portfolio Valuation & NAV LTV & Financing Guidance 2019 & 2020 Hembla Update & Acq. Criteria Berlin & Regulation Appendix Political & Public Debate Residential Market Fundamentals Robust Rent Growth in Regulated Environments

In regulated markets like Germany, rent growth is on a sustainable upward trajectory and largely independent from

GDP developments

In unregulated markets like the USA, rents go up and down broadly in line with the 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.

9M 2019 Earnings Call

• Other factors such as supply/demand imbalance, rental regulation, market rent growth, location of assets etc. outweigh the impact of interest rates when it comes to pricing residential real estate.
• The steep decline in interest rates (down by 740bps since 1992) is not mirrored by asset yields (down by 210bps since 1992).

¹ Yearly asset yields vs. rolling 200d average of 10y interest rates

Sources: Thomson Reuters, bulwiengesa

Residential Market Fundamentals Completions Substantially below Required Volumes

Average annual residential completions of the last five years fall short of estimated required volumes:

• Germany: only 75% of required volumes completed
• Sweden: only 49% of required volumes completed
• France: only 77% of required volumes completed

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

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.

9M 2019 Earnings Call

Residential Market Fundamentals 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

& Portfolio & NAV & Financing 2019 & 2020 & Acq. Criteria & Regulation Appendix Political & Public Debate 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) 15.0 2.3 2.3 2.1 0.9 Amateur landlords Professional, not listed Government owned Cooperatives Listed property companies 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) 13.6 14.0 15.4 5.2 4.9 4.0 4.4 41.4 1.4 1.4 1.1 40.1 43.2 5 or more persons 4 persons 3 persons 2 persons 1 person

Hembla Update

Guidance

Berlin

0.6

Churches and other

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.

2008 2018

15.8 17.3 19.0

2035E

Highlights Segment Results

Valuation

Residential Market Fundamentals (Germany)

Household Sizes and Ownership Structure

LTV

According to German law the lowest threshold for voting rights notifications is at 3%

Reconciliation of Shares Outstanding

Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix
Date			NOSH (million)		Comment
December 31, 2016			466.0
March 31, 2017			468.8		conwert acquisition
June 30, 2017			476.5		Scrip dividend
September 30, 2017			485.1	Gagfah	cross-border merger
December 31, 2017			485.1
March 31, 2018			485.1
June 30, 2018			518.1		€1bn ABB in 05/2018;	scrip dividend
September 30, 2018			518.1
December 31, 2018			518.1
March 31, 2019			518.1
June 30, 2019			542.3		€744m ABB in 05/2019; scrip dividend
September 30, 2019			542.3

The number of outstanding shares is always available at https://investoren.vonovia.de/websites/vonovia/English/2010/basic-information.html

Management Board Remuneration - Overview

	Segment Results
Highlights	& Portfolio

Valuation & NAV

LTV & Financing

Guidance 2019 & 2020 Hembla Update & Acq. Criteria

& Regulation Appendix Political & Public Debate

Fixed Remuneration (incl. Pension)

• Monthly fixed compensation paid in 12 equal installments
• Annual pension contribution (alternative: cash payout)

Bonus / STIP LTIP

• Criteria/Targets: Group FFO, adj. NAV/share, adj. EBITDA Total, personal targets agreed with SVB
• Bonus Cap at predetermined amount

• Payout: Cash

• Annually granted remuneration component in the form of virtual shares

• Criteria/Targets: relative TSR, adj. NAV/share, Group FFO/share, Customer Satisfaction Index (CSI)
• Performance Period: 4 years
• Payout: Cash
• Cap: 250% of grant value

Management Board remuneration is based on three pillars

Share Holding Provision

• Mandatory share ownership

• 100% of annual fixed remuneration (excl. pension) (accumulation on a pro rata basis during first 4 years)

• Bonus cap at predetermined amount

• Cash payout

• Group FFO is the key figure for managing the sustained operational earnings power of our business.

  • Adj. NAV/share as standard figure for the value of our property assets (calculation according to EPRA best practice standards, after corrections for goodwill).
  • Adj. EBITDA Total: aggregate EBITDA across the four segments, reflecting the sustainable earnings strength of the business before interest, taxes, depreciation and amortization.
  • Personal targets related to individual department responsibilities or overlapping targets (e.g. integration projects).

• LTIP aims to ensure that remuneration structure focuses on sustainable corporate development.

• Relative TSR is from an investor perspective a well-established and accepted performance measure, focusing on share return, relative to a selected peer group. Hence, it is adequate for comparison with relevant competitors.
• Customer Satisfaction Index (CSI): Based on customer surveys and reflects how our services are perceived and accepted by our customers.
• Shareholder alignment safeguarded by (i) relative performance targets (Group FFO/share and Adj. NAV/share) as well as (ii) calculation method which takes actual share price performance into account.

IR Contact & Financial Calendar

Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix
	Contact					Financial Calendar 2019
+49 234 314 1629 Stefan Heinz +49 234 314 2384 stefan.heinz@vonovia.de Oliver Larmann	Rene Hoffmann (Head of IR) Primary contact for Sell side, Buy side rene.hoffmann@vonovia.de Primary contact for Sell side, Buy side Primary contact for private investors, AGM			Nov 6 Nov 7 Nov 8 Nov 12 Nov 13 Nov 21 Nov 26 Nov 28	Q3-Roadshow Paris (Oddo) Q3-Roadshow Amsterdam (Kempen) Q3-Roadshow Frankfurt (Dt. Bank) Q3-Roadshow London (Goldman Sachs) UBS European Conference 2019 in London (UBS)1 Q3-Roadshow in Zurich (UBS) Roadshow in London (Goldman Sachs) Roadshow Rhineland (HSBC)	1
+49 234 314 1609 General inquiries	oliver.larmann@vonovia.de investorrelations@vonovia.de			Dec 3 Dec 12 & 13 Jan 14 Jan 15	Global Real Estate CEO/CFO Conference 2019 in London (UBS) HSBC Real Estate Conference 2019 in Cape Town (HSBC) German Investment Seminar in New York City (Commerzank) Roadshow USA		1
	App & Website			Jan 20 Jan 30 Feb 11 & 12 Mar 5 May 5 May 13 Aug 5 Nov 4	German Corporate Conference in Frankfurt (Kepler Cheuvreux) German Equity Forum in London (Bankhaus Roadshow in Kopenhagen Full Year Results 2019 Interim results 3M 2020 Annual General Meeting Interim results H1 2020 Interim results 9M 2020		Lampe) 1 & Helsinki (Hauck & Aufhäuser)	1

The most up-to-date financial calendar is always available online.

https://investors.vonovia.de

Disclaimer
Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix

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.

For Your Notes
Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix

For Your Notes
Highlights	Segment Results & Portfolio	Valuation & NAV	LTV & Financing	Hembla Update & Acq. Criteria	Guidance 2019 & 2020	Berlin & Regulation	Political & Public Debate	Appendix