Vonovia SE

Investor Presentation • Sep 23, 2019

Vonovia to Become the Largest Residential Company in Sweden

Acquisition of ca. 69% of voting rights in Hembla AB

September 23, 2019

Executive Summary

Strategic rationale	Vonovia entered Sweden through the acquisition of Victoria Park and with a view that Swedish Residential is about scale The acquisition of the majority of Hembla is the next logical step and opportunity Through Victoria Park and Hembla, Vonovia becomes the largest residential player in Sweden with unparalleled exposure to Sweden's three large cities
Transaction fulfills all acquisition criteria	Strategic fit: Hembla owns 21k flats with €3.1bn GAV and is highly complementary to Victoria Park The transaction is accretive to Group FFO per share and Adj. NAV per share No impact on rating or rating outlook expected as a result of this transaction Estimated operational and financial synergies of ca. €30m can already be realized on the basis of the 69% voting rights acquired from Blackstone
Successful execution of European strategy set to continue	Austria: Continue to run scalable operating business Sweden: Opportunistic approach to further consolidation France: Actively engage with relevant French players to try and take the next steps Netherlands: Remain prepared for when an opportunity arises

European Expansion Milestones

Q4 2017	Vonovia presents European expansion strategy with a target list of four countries: Austria, Sweden, France and the Netherlands
	MoU with CDC Habitat in France
	Tender offer for Buwog ensures scale in Austria
Q2 2018	Tender offer for Victoria Park
Q4 2018	Acquisition of 2,340 units in Sweden Acquisition of 10% stake in 4,000 unit portfolio from SNCF in France

Acquisition of 69% of voting rights in Hembla from Blackstone is the perfect opportunity to take the next step and continue our focused and disciplined approach to European expansion.

Geographic split (pro forma, based on units)

Victoria Park – A Success Story

Note: Q1 2019 numbers do not include the Starsign portfolio signed in Q4 2018 as it only closed in Q2 2019

Acquisition of majority stake in Hembla

Hembla is a Major Swedish Residential Player with a Portfolio Focused on Stockholm

Source: Company information; EUR/SEK at 10.71 as of 20 Sep 2019

¹In-place rents in Sweden are not comparable to Germany, as Sweden includes ancillary costs. The table above shows the rental levels unadjusted to the German definition. ² H1 2019 annualized.

Vonovia Becomes the Largest Landlord in Sweden with a Market Share Similar to Germany

Source: Sweden: Boverket, SABO, SCB; Germany GdW Jahresstatistik; ¹ Commercially similar to condominium structures but legally owner has usage rights rather than full ownership

Perfect Strategic Fit

Victoria Park's and Hembla's portfolios are highly complementary, giving the aggregate portfolio of 38k units unrivaled exposure to Sweden's three largest cities Stockholm, Gothenburg and Malmö

Source: Company information Note: Region Stockholm also includes Uppsala, Eskilstuna, Strängnäs, Norrköping, Katrineholm, Arboga, Köping and Vasteras

The Transaction Fulfills All of Vonovia's Acquisitions Criteria

Strategic Fit	The transaction follows our 4+2 strategy and is a strategic expansion in the Swedish residential market, adding scale and establishing Vonovia's position as the largest residential company in Sweden	
Accretive to Group FFO per share	€0.12 per share accretive to pro forma 2020E Group FFO	
Accretive to Adj. NAV per share	€0.16 per share accretive to pro forma 2020E Adj. NAV (without capitalization of synergies)	
Rating neutral	No negative impact on rating or rating outlook expected, regardless of whether assessed on 50/50 financing structure or on basis of all debt	

In light of differences between Vonovia's Group FFO and acquisition targets' Rental FFO we are currently reviewing our FFO acquisition criterion to better reflect the accretion impact of future acquisition opportunities.

Accretion based on transaction financing of cash through equity raised in H1 2019 and incremental debt financing, assuming ca. €30m of synergies on FFO (pro forma). NAV accretion excludes capitalized synergies. As per our acquisition criteria we assess the transaction on a theoretical 50% debt and 50% equity basis comparing target FFO to our internal rental FFO estimates for first full year of consolidation

Transaction Overview

Financial terms	Acquisition of Hembla shares from Blackstone at a price of SEK 215 per share (€20.1 per share) and €1,142mm total. The purchase price will be settled predominantly in Euro Implied Enterprise Value of Hembla at SEK 37.5bn (equivalent to €3.5bn)
Implied premium	11.5% premium to spot 18.6% premium to LR NAV 15.6% premium to 3M VWAP 17.6% premium to 6M VWAP
Transaction features	SPA signed with Blackstone to acquire its entire 61% shareholding (and 69% of all voting rights) Acquisition will, when completed, trigger a mandatory bid obligation for Vonovia Such mandatory offer will not be subject to reaching a minimum acceptance threshold
Transaction financing	May 2019 equity raise allows for an all-debt financing at this point Pro forma LTV post this transaction is estimated to be towards the upper end but still within our target range of 40% - 45%

Note: Stats based on latest reported company information as of 30 June 2019 for Vonovia and Hembla unless otherwise stated; all SEK figures converted into EUR using an SEK/EUR exchange rate of 10.73

23 Sep 2019	Signing of SPA with Blackstone to acquire control in Hembla, and Vonovia ad hoc public announcement
Oct – Nov 2019	Merger control clearance, acquisition becomes unconditional Mandatory bid obligation triggered (min, four-week acceptance period after offer launch)
Dec 2019	Expected end of acceptance period

Note: Indicative expected dates only. Tender offer is subject to closing and antitrust clearance.

Wrap-up

Compelling strategic rationale	Through Victoria Park and Hembla, Vonovia becomes the largest landlord in Sweden and gains unparalleled exposure to Sweden's three large cities
Meets all acquisition criteria	The transaction meets all our acquisition criteria and is accretive for Vonovia shareholders
Successful execution of European strategy and expansion	Sweden: Use scale and continue to seek accretive acquisition opportunities Austria: Continue to run scalable operating business France: Actively engage with relevant French players to try and take the next steps Netherlands: Remain prepared for when an opportunity arises

Appendix

Vonovia Continues Its Disciplined 4+2 Strategy

European activities enhance accretive acquisition opportunities Similar to Germany, we closely monitor clearly defined geographies for opportunities, applying the same acquisition criteria European Activities Opportunistic Strategies Reputation & Customer Satisfaction Property Management Efficient operations of scalable business Financing Solid capital structure Portfolio Management Value investments supplement internal growth Value-add Leveraging B-to-C nature of the business Innovative Traditional 1 2 3 4 61% 64% 68% 71% 74% 75% ^{830 754 645 570 498 445} 2013 2014 2015 2016 2017 2018 EBITDA Operations margin Germany Cost per unit Germany (€) 49% 50% 47% 42% 40% 43% 2.2 2.7 3.0 3.7 4.6 4.7 2013 2014 2015 2016 2017 2018 LTV (%) ICR 71 172 356 472 ⁷⁷⁹ 1,139 2013 2014 2015 2016 2017 2018 Investment Volume (€m) Number of locations 767 665 577 526 10.5 23.6 37.6 57.0 102.1 121.2 2013 2014 2015 2016 2017 2018 Adj. EBITDA Value-add Business (€m) Core Strategies 6 5 Mergers & Acquisitions 180 397 79 296 IPO Sales Acq. H1 2019 '000 units

Measured and Disciplined Approach to European Expansion

• Cautious step-by-step approach to minimize risk. Currently ca. 14% 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

Hembla's Road to Become a Major Swedish Residential Player

1994		2014		2016		2017		2018		Present
D.Carnegie & Co, a residential company established in 1994,		Listed on NASDAQ First North on 9 April with SEK 690m raised		Blackstone through Vega Holdco becomes the company's new		Rolf Buch was one of the Board of Directors until May 2018		Svein Erik Lilleland was appointed permanent CEO		New service and maintenance organisation
with focus on the growing region of Stockholm and Mälardalen Business model of		through rights issue Property portfolio comprising c.1.2m sqm of lettable area distributed among	principal owner Enters into an (c.55% share capital, 65% voting rights) Bond issuance of SEK1,000m	A rights issue was agreement with the completed, city of Stockholm increasing the regarding the start of number of shares by planning process for 11,254,538	delivery and professional development	launched which will enable better service
taking a long term approach to acquire, manage and refurbish the property portfolio with good potential for improvement		15,109 apartments concentrated in Greater Stockholm		New renovation team in place with long term capacity to renovate over 1,000 apartments per year		c.30,000 residential sqm in Husby Enters into agreement to acquire 1,420 and 749 apartments in the Stockholm and		Company renamed to Hembla to emphasize the core of its business model - tenants and their homes Took ownership of 1,274 apartments in Stockholm
						Västerås region respectively
						Complete refinancing of SEK3,255mm

Hembla's growth since 2014

SEKmm	2015	2016	2017	2018	1H2019
Market value properties	13,826	16,998	21,456	31,091	32,964
Rental income	1,217	1,284	1,473	1,787	956
Net operating income (NOI)	554	631	774	931	488
Area ('000 sqm)	1,266	1,275	1,427	1,690	1,689
EPRA NAV per share (SEK)	73.50	101.96	127.90	166.88	181.25
Source: Company information

Acquisition of majority stake in Hembla Page 15

Unparalleled Acquisition Track Record

~11k units acquired	Transaction announcement: February 2014 Transaction closing: April 2014 Integration completion: June 2014 Achieved synergies: €10m p.a.	First sizeable portfolio acquisition
~30k units acquired	Transaction announcement: February 2014 Transaction closing: October 2014 Integration completion: December 2014 Achieved synergies: €15m p.a.	First sizeable corporate acquisition
~140k units acquired	Transaction announcement: December 2014 Transaction closing: March 2015 Integration completion: December 2015 Achieved synergies: €76m operational + €61m financial p.a.	Mixed cash/stock public takeover
~20k units acquired	Transaction announcement: June 2015 Transaction closing: July 2015 Integration completion: September 2015 Achieved synergies: €12m p.a.	Sizeable all equity financed portfolio acquisition
~27k units acquired	Transaction announcement: September 2016 Transaction closing: January 2017 Integration completion: June 2017 Achieved synergies: €23m p.a.	Public takeover and first acquisition outside Germany
~49k units acquired	Transaction announcement: December 2017 Transaction closing: June 2018 Integration completion: YE 2018 for German operating business Announced synergies: €30m p.a.	Public takeover and acquisition of critical mass in Austria
~14k units	Transaction announcement: May 2018 Transaction closing: July 2018	Public takeover and acquisition of "nucleus" in Sweden
~21k units	Transaction announcement: September 2019 Transaction closing: Q4 2019 (est.) Announced synergies: ca. €30m p.a.	Acquisition of critical mass in Sweden

Hembla's Shareholder Base

Source: Company information

¹ Ownership as % of share capital / % of voting rights; ² Vega Holdco S.à.r.l., an entity wholly owned by real estate funds advised by affiliates of The Blackstone Group L.P

Disclaimer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE THIS WOULD VIOLATE THE LAWS OR REGULATIONS OF SUCH JURISDICTION

The facts and information contained herein are as up to date as is reasonably possible and nothing herein shall imply that the facts and information presented are accurate or applicable at any time other than on the date of this presentation. Neither Vonovia SE (the "Company") nor any of its directors, officers, employees or advisors, or any other person makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this presentation nor does the information herein constitute a recommendation to any person to acquire any securities. Neither the Company nor any of its directors, officers, employees or advisors, or any other person shall have any liability whatsoever for losses howsoever arising, directly or indirectly, from any use of this presentation or its contents or otherwise arising in connection therewith.

This document is selective in nature and is intended to provide an introduction to, and overview of, the business of the Company and its subsidiaries and for the potential transaction. The information relating to the Company does not constitute a complete overview of the Company and must be supplemented by the reader wishing such completeness. Any opinions expressed in this document reflect the Company's current views and are subject to change without notice and neither the Company nor any other person is under any obligation to update or keep current the information contained herein. A significant portion of the information contained in this document, including market data and trend information, is based on estimates or expectations of the Company, and there can be no assurance that these estimates or expectations are or will prove to be accurate. Certain facts stated herein are derived from public sources and notwithstanding that such information has been correctly reproduced and the Company considers the sources to be reliable, the Company has not independently verified the information and such information should not be interpreted as having been adopted or endorsed by the Company as being accurate or complete.

This presentation contains forward-looking statements relating to the business, financial performance and results of the Company or the industry in which the Company operates. These statements may be identified by words such as "expectation", "guidance", "belief", "estimate", "plan", "target" or "forecast" and similar expressions, or by their context. These statements are made on the basis of current knowledge and assumptions and involve risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this presentation or the underlying assumptions. No obligation is assumed to update any forward-looking statements.

The information contained herein does not constitute an offer, nor a solicitation of an offer, to buy any securities, and it does not constitute any form of commitment or recommendation in relation thereto. This presentation does not constitute an offer document and has not been approved or registered with any supervisory authority. In connection with the proposed combination of Vonovia and Victoria Park, an offer document relating to the offer will be filed with and published by the Swedish Financial Supervisory Authority (the "SFSA"). Shareholders of Victoria Park should read the offer document carefully when it becomes available, since it will contain important information about the transaction. Shareholders of Victoria Park may obtain free copies of the offer document, any amendments or supplements thereto and other documents containing important information about the transaction, from Vonovia's website http://en.Vonovia-k.de

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