Vonovia SE

Governance Information • Oct 16, 2019

Vonovia Corporate Governance Roadshow October 2019

Vonovia	3
Supervisory Board	6
Management Board Remuneration	15
Authorized Capital	20
Appendix	22

Shareholder Structure and Share Price Performance

Vonovia	3
Supervisory Board	6
Management Board Remuneration	15
Authorized Capital	20
Appendix	22

Vonovia Supervisory Board Management Remuneration Authorized Capital Appendix Vonovia SE with Three Governing Bodies • The duties and authorities of the three governing bodies derive from the SE Regulation, the German Stock Corporation Act and the Articles of Association. In addition, Vonovia is fully in compliance with the German Corporate Governance Code.

• In the two-tier governance system, the management and the monitoring of the business are strictly separated from each other.

Annual General Meeting (AGM)

• Shareholders can exercise their voting rights.
• Decision making including the appropriation of profit, discharge of members of the Supervisory Board and Management Board, and capital authorization.

Two-tier Governance System

Supervisory Board (SVB)

• Appoints, supervises and advises the Management Board and is directly involved in decisions of fundamental importance to the company.
• Examines and adopts the annual financial statements and the management report.
• Reports in writing to the shareholders at the AGM on the result of examination.
• Forms Supervisory Board Committees.

appoints, supervises, advises

Management Board (MB)

• Members are jointly accountable for independently managing the company in the best interest of the company and its shareholders.
• Informs the SVB regularly and comprehensively.
• Develops the company's strategy, coordinates it with the SVB and executes that strategy.

informs and reports to

close cooperation for the benefit of the company

Recruitment Criteria for Supervisory Board Members

• Vonovia SE (Societas Europaea) is not subject to employee co-determination; thus, there are no employee representatives on the Supervisory Board.

• The Board shall include 12 members, an adequate amount of whom are to be independent, and all of whom shall have sufficient time and skills to perform the duties associated with their mandate.

Vonovia Supervisory Board Management Remuneration Authorized Capital Appendix

• No more than two former members of the Management Board shall be members of the SVB.
• Members of the SVB who belong to the management of a listed company shall not hold more than three supervisory board mandates in non-group listed companies.
• The standard tenure on the SVB of Vonovia SE has been set at a maximum of 15 years.
• The age limit is 75 years at the time of election.

Skills Profile

• The SVB shall be composed so as to ensure qualified supervision of and advice to the Management Board.
• Members of the SVB must
  • have adequate knowledge, skills and professional experience to perform their duties;
  • show integrity, professionalism and commitment.

Independence

• No material conflicts of interest.
• No executive or similar positions or advisory roles for important competitors.

Diversity

• Diversity shall be a factor in the nomination process.
• The SVB shall comprise at least 30% women/men, as the case may be.
• At least one woman shall be member of the Nomination Committee.

Vonovia Supervisory Board: Independent, Diversified and Experienced

Skill & Experience Matrix

Vonovia Supervisory Board Management Remuneration Authorized Capital Appendix

Vonovia believes that a diverse set of skills and experience is crucial for the Supervisory Board as a whole in order to work successfully.

Name	Independent ?	Year of birth	Year appointed	Nationality	Accountancy, finances	Real estate	Strategy	Legal and regulation	International experience, M&A, capital markets	Investment expertise	Digitization	Sustainability
Jürgen Fitschen (Chair)	yes	1948	2018	German	x		x	x	x	x
Prof. Dr. Edgar Ernst	yes	1952	2013	German	x		x	x	x	x
Burkhard Ulrich Drescher	yes	1951	2014	German		x	x	x			x	x
Vitus Eckert	yes	1969	2018	Austrian		x	x	x	x	x
Dr. Florian Funck	yes	1971	2014	German	x		x	x	x	x
Dr. Ute Geipel-Faber	yes	1950	2015	German	x	x			x	x
Daniel Just	yes	1957	2015	German	x	x	x			x		x
Hildegard Müller	yes	1967	2013	German	x		x	x			x	x
Prof. Dr. Klaus Rauscher	yes	1949	2008	German	x	x	x	x	x
Dr. Ariane Reinhart	yes	1969	2016	German			x	x	x		x	x
Clara-Christina Streit	yes	1968	2013	German/US	x		x		x	x	x
Christian Ulbrich	yes	1966	2014	German		x	x		x	x	x

Age range: 48 to 71 years (avg. 59); avg. tenure 4.8 years

The members of the Supervisory Board can specify up to five areas of expertise.

Board Committees

Vonovia Supervisory Board Management Remuneration Authorized Capital Appendix

Executive and Nomination Committee

• Prepares and proposes to the AGM the appointment of supervisory board members.
• Prepares the appointment of management board members
• Prepares and proposes. remuneration system
• Decides in cases of legal and loan transactions with management.
• Manages conflicts of interest.
  • Jürgen Fitschen, Chair
    • Hildegard Müller
    • Prof. Dr. Klaus Rauscher
    • Dr. Ariane Reinhart
    • Clara-Christina Streit

Audit Committee

• Handles monitoring of accounting process and internal control systems.
• Examines effectiveness of internal control system, risk management system and internal audit system.

Finance Committee

• Deals with the financing and investment principles, incl. capital structure of the Group companies and dividend payment.
• Looks after the principles of the acquisition and disposal policies, incl. acquisition and disposal of individual shareholdings of strategic importance.

Prof. Dr. Edgar Ernst, Chair

• Burkhard Ulrich Drescher
• Vitus Eckert

Members

• Dr. Florian Funck
• Jürgen Fitschen
  • (permanent guest)
• Clara-Christina Streit, Chair
• Jürgen Fitschen
• Dr. Ute Geipel-Faber
• Daniel Just

Members

Christian Ulbrich

Corporate Governance Roadshow 2019

Members

High Attendance Ratio Underlines Dedication

Vonovia	Supervisory Board	Management Remuneration			Authorized Capital	Appendix
		Board Member	Super visory Board	Audit Committee	Executive and Nomination Committee	Finance Committee	Attendance Ratio
		Jürgen Fitschen (since May 2018)	3/3	-	1/1	3/3
		Burkhard Drescher	7/7	4/4	-	-
Supervisory Board • 7 Meetings		Vitus Eckert (since May 2018)	3/3	2/2	-	-
Audit Committee		Prof. Dr. Edgar Ernst	6/7	4/4	3/3	5/6
• 4 Meetings		Dr. Florian Funck	7/7	3/4	-	-
Executive and Nomination Committee		Dr. Ute Geipel-Faber	7/7	-	-	8/9
• 4 Meetings		Hendrik Jellema (until May 2018)	4/4	2/2	-	-
Finance Committee		Daniel Just	7/7	-	-	9/9
• 9 Meetings		Hildegard Müller	5/7	-	4/4	-
		Prof. Dr. Klaus Rauscher	7/7	-	4/4	-
		Dr. Ariane Reinhart	6/7	-	3/4	-
		Clara-Christina Streit	7/7	-	4/4	8/9
Frequency of meetings and attendances refer to 2018		Christian Ulbrich	6/7	-	-	7/9

Vonovia			Supervisory Board		Management Remuneration		Authorized Capital Appendix
in €	Fixed Remuneration		Remuneration for Committee Work		Total Remuneration		Notes on Remuneration
	2017	2018	2017	2018	2017	2018
Jürgen Fitschen (since May 9, 2018)	-	133,333	-	-	-	133,333	• The remuneration of the Supervisory
Prof. Dr. Edgar Ernst	166,667	170,833	100,000	105,000	266,667	275,833
Burkhard Ulrich Drescher	100,000	100,000	40,000	40,000	140,000	140,000	Board is determined by the Annual
Vitus Eckert	-	66,667	-	26,667	-	93,334	General Meeting and is regulated in
Dr. Florian Funck	100,000	100,000	40,000	40,000	140,000	140,000	Article 13 of Vonovia's Articles of
Dr. Ute Geipel-Faber	100,000	100,000	20,000	20,000	120,000	120,000
Daniel Just	100,000	100,000	20,000	20,000	120,000	120,000	Association.
Hildegard Müller	100,000	100,000	20,000	20,000	120,000	120,000	• Fixed compensation for the Chairman of
Prof. Dr. Klaus Rauscher	116,667	120,833	20,000	20,000	136,667	140,833
Dr. Ariane Reinhart	100,000	100,000	20,000	20,000	120,000	120,000	the Supervisory Board of €200k.
Clara-Christina Streit	100,000	100,000	60,000	60,000	160,000	160,000	• Committee members receive an
Christian Ulbrich	100,000	100,000	20,000	20,000	120,000	120,000
Former Supervisory Board							additional compensation between €20k
Hendrik Jellema (until May 9, 2018)	100,000	41,667	40,000	16,667	140,000	58,334	and €40k for their respective committee
Dr. Wulf Bernotat (until Aug. 26, 2017) Chairman	166,667	-	33,333	-	200,000	-	work.
Total	1,350,001	1,333,333	433,333	408,334	1,783,334	1,781,667
DAX 30 average1	1,749,290	n/a	562,791	n/a	2,947,058	n/a

Remuneration Levels of the Supervisory Board

Source: DSW study (German retail shareholder association), October 2018. Total compensation for DAX companies often includes attendance fees, variable components and other elements.

• Structural
  • All members independent
  • Comparatively small body with 12 members
• Cooperation within the board
  • Members are competent
  • Members have appreciation for one another
  • Cooperation is based on trust
  • No separate groups within the board
  • Open communication
  • Absolute confidentiality, no indiscretions

page 13

• The Supervisory Board performs regular efficiency reviews of its work, in line with the German Corporate Governance Code.
• Written survey conducted among all members as self-evaluations.
• The review is the basis for continuous improvements, enables an open discussion and mitigates conflicts.
• Efficiency review December 2017 conducted by Frankfurt-based Board Consultants International (BCI) in the form of personal interviews: "BCI comes to the conclusion that Vonovia's supervisory board is well-functioning and above average in a DAX 30 comparison."
• BCI is currently conducting the 2019 efficiency review.

Efficiency Reviews

Vonovia	3
Supervisory Board	6
Management Board Remuneration	15
Authorized Capital	20
Appendix	22

Management Board Remuneration - Overview

Vonovia Supervisory Board Management Remuneration Authorized Capital Appendix Fixed Remuneration (incl. Pension) 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 • Monthly fixed compensation paid in 12 equal installments • Annual pension contribution (alternative: cash payout) 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.

Management Board Compensation – DAX Benchmarking

¹ direct payments, excluding pension scheme

= Vonovia CEO

Vonovia	3
Supervisory Board	6
Management Board Remuneration	15
Authorized Capital	20
Appendix	22

Authorized Capital Legal Framework under German Stock Corporation Act
Vonovia	Supervisory Board Management Remuneration Authorized Capital Appendix
Length of authorization	Max. 5 years
Amount of authorization	Max. 50% of the share capital of a company
Issuances of new shares without subscription rights against cash contribution	Max. 10% of the share capital of a company
Issuances of new shares without subscription rights against contribution in kind	Max. 20% of the share capital (no requirement under German Stock Corporation Act but under widely accepted voting guidelines)
Aggregation rules	• Towards 10% threshold generally all shares count which are issued without subscription rights against cash consideration (e.g. including (a) shares that are issued to serve conversion rights/obligations under financial instruments that are itself issued against cash consideration without subscription rights and (b) treasury shares sold without subscription rights) Towards 20% threshold also all shares count which are issued without subscription rights • under the above 10%-exemption

Vonovia	3
Supervisory Board	6
Management Board Remuneration	15
Authorized Capital	20
Appendix	22

Vonovia	Supervisory Board	Management Remuneration Authorized Capital Appendix
	Functions and Vita of Vonovia's Supervisory Board Members
	Jürgen Fitschen Chairman	Member since May 2018 // Elected until AGM 2023 Year of birth: 1948 // Nationality: German Practiced Profession: Senior Advisor of Deutsche Bank AG Further Appointments: Chairman of the Supervisory Board at CECONOMY AG Member in Board of Directors at CURA Vermögensverwaltung GmbH & Co. KG Member of the Supervisory Board of Syntellix AG
	Prof. Dr. Edgar Ernst Deputy Chairman	Member since June 2013 // Elected until AGM 2023 Year of birth: 1952 // Nationality: German Practiced Profession: President of the German Financial Reporting Enforcement Panel Further Appointments: Member of the Supervisory Board at TUI AG Member of the Supervisory Board at METRO AG
e v ati v o n n I	Burkhard Ulrich Drescher Member of the Audit Committee	Member since December 2014 // Elected until AGM 2023 Year of birth: 1951 // Nationality: German Practiced Profession: Managing Director of InnovationCity Management GmbH Further Appointments: Member of the Advisory Board at STEAG Fernwärme GmbH

Vonovia	Supervisory Board	Management Remuneration Authorized Capital Appendix
Functions and Vita of Vonovia's		Supervisory Board Members
	Vitus Eckert Member of the Audit Committee	Member since May 2018 // Elected until Annual General Meeting in 2023 Year of birth: 1969 // Nationality: Austrian Practiced Profession: Lawyer Further Appointments: Chairman of the Supervisory Board at STANDARD Medien AG, Adolf Darbo AG and Vitalis Food Vetriebs-GmbH (group company to S. Spitz GmbH) Deputy Chairman at S.Spitz GmbH Chairman of the Board of Directors at Serone International Ltd. and Continvest Holdings Ltd., Malta
	Dr. Florian Funck Member of the Audit Committee	Member since August 2014 // Elected until Annual General Meeting 2023 Year of birth: 1971 // Nationality: German Practiced Profession: Member of the Management Board of Franz Haniel & Cie. GmbH Further Appointments : Member of the Supervisory Board at TAKKT AG Member of the Supervisory Board at METRO AG Member of the Supervisory Board at CECONOMY AG
e v ati v o n n I	Dr. Ute Geipel-Faber Member of the Finance Committee	Member since November 2015 // Elected until Annual General Meeting 2023 Year of birth: 1950 // Nationality: German Practiced Profession: Independent Management Consultant Further Appointments: Member of Supervisory Board at Bayerische Landesbank

Vonovia	Supervisory Board	Management Remuneration Authorized Capital Appendix
Functions and Vita of Vonovia's Supervisory Board Members
	Daniel Just Member of the Finance Committee	Member since May 2015 // Elected until Annual General Meeting 2023 Year of birth: 1957 // Nationality: German Practiced Profession: Chairman of the Management Board of Bayerische Versorgungskammer (Service and competence center for liberal professions and municipalities) Further Appointments: Deputy Chairman of the Supervisory Board at RREEF Investment GmbH Member of the Supervisory Board at Universal Investment GmbH and GLL Real Estate Partners GmbH
	Hildegard Müller Member of the Executive and Nomination Committee	Member since June 2013 // Elected until Annual General Meeting 2023 Year of birth: 1967 // Nationality: German Practiced Profession: Member of the Management Board of innogy SE (COO Grid & Infrastructure) Further Appointments: Various supervisory positions within innogy Group, including Member of the Supervisory Board at Dortmunder Energie- und Wasserversorgung GmbH, envia Mitteldeutsche Energie AG, Süwag Energie AG
e v ati v o n n I	Prof. Dr. Klaus Rauscher Member of the Executive and Nomination Committee	Member since August 2008 // Elected until Annual General Meeting 2023 Year of birth: 1949 // Nationality: German Practiced Profession: Independent Management Consultant No further appointments

Vonovia	Supervisory Board	Management Remuneration	Authorized Capital	Appendix
Functions and Vita of Vonovia's		Supervisory Board Members
	Dr. Ariane Reinhart Member of the Executive and Nomination Committee	Member since May 2016 // Elected until Annual General Meeting in 2023 Year of birth: 1969 // Nationality: German of Human Resources and Director of Labor Relations) No further appointments		Practiced Profession: Member of the Management Board of Continental AG (Director
		Member since June 2013 // Elected until Annual General Meeting 2023
	Clara-Christina	Year of birth: 1968 // Nationality: German / American
	Streit	Practiced Profession: Independent Management Consultant
	Chairwoman	Further Appointments:
	of the Finance Committee,	Member of the Supervisory Board at NN Group N.V.
	Member	Member of the Administrative Board at Jerónimo	Martins SGPS S.A.
	of the Executive	Member of the Administrative Board at Vontobel	Holding AG
	and Nomination Committee	Member of the Supervisory Board at Deutsche Börse	AG
e v ati v o n n I	Christian Ulbrich Member of the Finance Committee	Member since August 2014 // Elected until Annual General Meeting 2023 Year of birth: 1966 // Nationality: German Practiced Profession: Global CEO & President No further appointments	Jones Lang LaSalle	Incorporated

Vonovia Supervisory Board Management Remuneration Authorized Capital Appendix Supervisory Board Tenure and Appointment Periods of Supervisory Board Members Jürgen Fitschen 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Prof. Dr. Edgar Ernst Burkhard Ulrich Drescher Vitus Eckert Dr. Florian Funck Dr. Ute Geipel-Faber Daniel Just Hildegard Müller Prof. Dr. Klaus Rauscher August 2008 Dr. Ariane Reinhart Clara-Christina Streit Christian Ulbrich

Jürgen Fitschen

Definitions: FFO and NAV
Vonovia	Supervisory Board	Management Remuneration		Authorized Capital	Appendix
Group FFO			(Adj.) Net Asset Value, NAV
Group FFO is Vonovia's key figure for measuring			Based on the Best Practice Recommendations of the
sustainable earnings.			European Public Real Estate Association (EPRA)
	Adj. EBITDA Rental			Equity attributable to Vonovia's shareholders
(+)	Adj. EBITDA Value-Add		(+)	Deferred taxes on investment properties and assets held for sale
(+)	Adj. EBITDA Recurring Sales			Fair value of derivative financial
(+)	Adj. EBITDA Development		(+ / -)	instruments
=	Adj. EBITDA Total		(- / +)	Deferred taxes on derivative financial instruments
(-)	FFO interest expenses		=	EPRA NAV
(-)	Current income taxes FFO
(-)	Consolidation		(-)	Goodwill
=	Group FFO		=	Adj. NAV

CEO Compensation
Vonovia	Supervisory Board	Management Remuneration	Authorized Capital	Appendix

Grants allocated (€)	2018	2018 min	2018 max
Fixed remuneration	1,150,000	1,150,000	1,150,000
Fringe benefits	26,651	26,651	26,651
Pension expenses	966,356	966,356	966,356
Subtotal fixed	2,143,007	2,143,007	2,143,007
STIP	700,000	0	700,000
LTIP	1,902,392	0	4,750,000
Subtotal variable	2,602,392	0	5,450,000
TOTAL	4,745,399	2,143,007	6,970,000*

* Total contractually agreed upper threshold

Contact

Rene Hoffmann Head of Investor Relations Vonovia SE Universitätsstraße 133 44803 Bochum Germany

+49 234 314 1629 rene.hoffmann@vonovia.de investorrelations@vonovia.de 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.

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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.