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Vonovia SE

Investor Presentation Jan 21, 2019

477_ip_2019-01-21_137e4180-d205-42ee-9a3f-9b7bbcd62171.pdf

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Company Presentation January 2019

  1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
Vonovia At
A Glance
3
Business Update 7
Residential Market Update 23
Appendix 30

Vonovia At A Glance

Largest listed European residential real estate company with more than 400k apartments.

  • Value creation across the full residential real estate life cycle of our assets.
  • Bread-and-butter business in German residential market with strong track record of optimization, standardization and industrialization via organic and acquisition growth.
  • Industrialized approach leverages economies of scale in a highly homogeneous asset class.
  • B-to-C business with ca. 13 years average tenant tenure.
  • Strong internal growth profile via sustainable market rent growth, additional rent growth from portfolio investments and dynamic value-add business.
  • Robust business model delivers highly stable and growing cash flows (Funds from Operations, "Group FFO ").

1 Guidance mid-point. 2 To be proposed to the AGM in May 2019 Note: 2013-2018 FFO is "FFO1" and 2019 FFO is "Group FFO"

Company Presentation – January 2019

4+1 Strategy Has Evolved into 4+2 Strategy

Company Presentation – January 2019

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

Vonovia At
A Glance
3
Business Update 7
Residential Market Update 23
Appendix 30

Highlights

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
Operations
(excl. Buwog)
Organic rent growth of 4.1 % y-o-y.
conwert
Adj. EBITDA Operations margin (excl. maintenance) of 91.3%
Operating expenses reduced by 9.4% as a result of eliminating the double cost structure from
included for the first 6 months of 2017 as well as continued efficiency gains.
(+230bps y-o-y).
FFO1
(excl. Buwog)
excl. perpetual hybrid interest and minorities)
€1.50 (+5.6% y-o-y) per end-of-period NOSH
€1.55 (+6.4% y-o-y) on weighted average NOSH
FFO1 of €778.2m (+12.7% y-o-y); €739.8m (+13.7%) attributable to VNA shareholders (i.e.
Valuation Value growth of €2.7 -
€3.0bn (6.6% -
in ~13% value growth for the full year 2018.
Adj. NAV guidance of ~€45 per share for year-end 2018.
Adj. NAV per share of €40.47 as of Sep 30, 2018 (no valuation of Vonovia portfolio in Q3 2018) 7.3%) estimated for H2 valuation, which would result
Guidance 2018 2018 Guidance confirmed. DPS of €1.44 to be proposed to the Annual General Meeting in May 2019.
Guidance 2019
and new
Performance
KPIs from
2019
onwards
Group FFO.
2019.
Vonovia generates earnings across four segments: Rental, Value-add, Recurring Sales and
Development and going forward will report Adj. EBITDAs for each segment plus Total EBITDA, and
Earnings distribution capacity is estimated to grow by ca. €100m (+10%) from 2018 to

KPI Growth in spite of Smaller Portfolio and Higher NOSH

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
  • Rental income slightly up 3.1% on an almost 2% smaller but higher quality portfolio.
  • Adjusted EBITDA Operations up 5.9% because of substantially lower operating expenses and higher contribution from the Value-add Business.
  • As a result, and supported by lower interest expenses, FFO1 grew by 12.7% (5.6% per share due to the 6.8% increase in NOSH from the May ABB and scrip dividend).
9M 2018 9M 2017 Delta
Average number of residential sqm `000 21,793 22,134 -1.5%
Average number of residential units # 347,770 354,095 -1.8%
Organic
rent
growth
(y-o-y)
% 4.1 3.9 +20 bps
In-place rent (eop) €/month/sqm 6.45 6.19 +4.2%
Vacancy rate (eop) % 2.7 2.9 -20 bps
Rental income €m 1,287.6 1,249.4 +3.1% +€38.2m
Maintenance expenses €m -202.2 -192.2 +5.2%
Operating expenses €m -173.4 -191.3 -9.4%
Adj. EBITDA Rental €m 912.0 865.9 +5.3% +€46.1m
Adj. EBITDA Value-add
Business
€m 90.7 76.0 +19.3%
Adj. EBITDA Operations €m 976.2 922.1 +5.9% +€54.1m
Interest expense
FFO1
€m -189.2 -216.5 -12.6%
Current income taxes FFO1 €m -8.8 -15.1 -41.7%
FFO1 €m 778.2 690.5 +12.7% +€87.7m
FFO1 per share (eop
NOSH)
1.50 1.42 +5.6%
FFO1 per share
(avg. NOSH)
1.55 1.46 +6.4%

Excluding Buwog and Victoria Park

Rent Growth Drivers

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
Positive rent growth trajectory (Germany only)
Rent growth drivers
(last 12M)
9M 2018 9M 2017 Delta 2013 2014 2015 2016 2017 2018E 2019E
Market driven 1.6% 1.6% 1.7% 1.5% 1.6%
Sitting tenants (incl.
subsidized rents)
1.1% 1.2% -10bps Modernization 0.4% 0.9% 1.2% 1.8% 2.5%
Space creation --- --- --- --- 0.1%
New lettings (with no
material investment)
0.4% 0.5% -10bps Organic rent
growth
1.9% 2.5% 2.9% 3.3% 4.2% ~4.4% ~4.5%
Subtotal market
driven rent growth
1.5% 1.7% -20bps
Modernization
(including
new lettings
with investments 
Optimize Apartments)
2.5% 2.1% +40bps Investment track record (€m)
Subtotal l-f-l rent
growth
4.0% 3.8% +20bps Upgrade Buildings
Optimize Apartments
New Construction (incl. Neighborhood Development) 1,300
-
1,600
Space creation 0.1% 0.1% --- 347 472 778 ~1,000
Subtotal organic
rent growth
4.1% 3.9% +20bps 71
2013
172
2014
2015 2016 2017 2018E 2019E

Company Presentation – January 2019

Outlook FY2018 valuation

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
Commentary Value growth drivers (€m)
Vonovia stand-alone FY2018 value growth 4,450 –
4,750
estimated to be €4,125m – €4,375m (+13% y-o-y 4,229 350-380 (H2)
(mid-point)). 695 ~510 (H2) FY
An additional contribution of €350m to €380m estimated 347 (H1) ~855
to come from Buwog and Victoria Park in H2 2018.
Combined total value growth for 2018 estimated to be
between €4,450m and €4,750m. 1,850 –
2,100
(H2)
Excluding the impact from investments, the absolute 3,534 FY2018
3,250 -3,550
value uplift from performance and yield compression
(YC) for Vonovia stand-alone is expected to be in the
same magnitude as 2017. 1,418
(H1)
In relative terms, because of the larger underlying
portfolio basis, the value uplift from performance and YC 2017 2018E
is expected to be 10-11% for 2018 and therefore Investments Buwog + Victoria Park
slightly lower than in 2017 (11.9%). Performance + YC

Excluding Buwog and Victoria Park

Increasingly Diverse Value-add Business with Growing Contribution

Concept

  • 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).
  • Two types of Value-add Business

1.Internal savings (craftsmen) ca. 75%

2.External income (e.g. multimedia, smart metering) ca. 25%

Value-add and NAV

  • NAV does not account for Vonovia's Value-add Business.
  • Applying the impairment test WACC1 to the 2019E Adj. EBITDA Value-add Business translates into an additional value of ~€5.80 per share (~14% on top of 9M Adj. NAV).

1 Pre-tax WACC of 4.68% as per Dec. 31, 2017.

LTV Remains in Comfort Zone

  • LTV as of September 30, 2018 was 45.1%.
  • Against the background of the stable cash flows and the strong fundamentals in our portfolio locations we see continued upside potential for our property values, and we do not see material long-term downside risks.
  • We therefore continue to believe that the LTV target range of 40% 45% is adequate for our low risk portfolio, and we feel comfortable with this range.
  • Based on our internal projections we estimate the year-end LTV to be below 44% and the Debt/EBITDA multiple1 below 12x.
€m
(unless
indicated
otherwise)
Sep 30, 2018 Jun 30, 2018 Mar 31, 2018 Dec 31, 2017
Non-derivative financial liabilities 20,053.2 19,774.6 18,887.0 14,060.5
Foreign exchange rate effects -31.5 -29.6 -17.8 -23.5
Cash and cash equivalents -507.3 -865.8 -829.3 -266.2
Net debt 19,514.4 18,879.2 18,039.9 13,770.8
Sales receivables -273.2 -239.8 -232.4 -201.2
Adj. net
debt
19,241.2 18,639.4 17,807.5 13,569.6
Fair value of real estate portfolio 41,948.6 41,732.3 38,485.6 33,436.3
Shares in other real estate companies 733.6 734.5 666.6 642.2
Adj. fair value of real estate portfolio 42,682.2 42,466.8 39,152.2 34,078.5
LTV 45.1% 43.9% 45.5% 39.8%
LTV (incl. perpetual
hybrid)
47.5% 46.3% 48.0% 42.8%

1 Adj. net debt average 2018E over Total EBITDA 2018E

Smooth Maturity Profile with Diverse Funding Mix

KPIs Sep 30, 2018 Target
LTV4 45.1% Mid-to low forties
Unencumbered
assets /
unsecured debt
210% ≥125%
ICR5 5.4x 1.8x
Fixed/hedged debt ratio3 96% Ongoing
optimization
Average cost of debt3 1.8% with most
economic
Weighted avg.
maturity3
8.0 years funding
Corporate Rating (S&P) BBB+

1 Average financing cost of debt maturing in the relevant year. 2 Weighted avg. financing costs excl. Equity Hybrid. Including Equity Hybrid, avg. interest rate of debt maturing in 2021 is 3.4%. 3 excl. Equity Hybrid. 4 excl. Buwog Squeeze Out. 5 LTM EBITDA/LTM interest expense.

Company Presentation – January 2019

2018 Guidance Confirmed

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update
2017 Actuals 2018 Guidance (from Aug.) Final
2018 Guidance
Incl. 9 months Buwog & 6 months
Victoria Park
Organic rent growth (eop) 4.2% ~4.4%1 ~4.4%1
Vacancy (eop) 2.5% <2.5% <2.5%
Rental Income (€m) 1,667.9 1,890 –
1,910
1,890 –
1,910
FFO1 (€m) 920.8 1,050 –
1,070
1,050 –
1,070
FFO1
(€/share, eop)
1.90 2.03 –
2.07
2.03 –
2.07
Maintenance (€m) 346.2 ~410 ~410
Modernization & Investments (€m) 778.6 ~1,000 ~1,000
Recurring Sales (number of units) 2,608 ~2,800 ~2,800
FV step-up (Recurring Sales) 32.7% 30% -
35%
~35%
Non-core disposals (number of units) 11,780 up to 14,000 ~13,000
FV step-up (Sell Portfolio) 7.9% 10% -
15%
>20%
Dividend €/share 1.32 ~70% of FFO1 1.442
EPRA NAV (€/share) 43.88 n/a ~52
Adj. NAV (€/share) 38.49 n/a ~45
Underlying number of shares (million) 485.1 518.1 518.1

1Vonovia stand-alone. 2 To be proposed to the 2019 AGM and based on current number of shares outstanding.

Evolution of Modernization and New Construction Investments

  1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix

  2. The supply/demand imbalance in urban areas and the conflict between the need for energy efficiency modernization of Germany's housing stock and affordability of rents have given rise to an intense political and public discussion.

  3. Vonovia's investment volume 2019 brings a reduction of Upgrade Building volumes as the focus shifts from energy efficiency to affordability for parts of our customer base. We respect that there is growing resistance among parts of our customer base when it comes to energy efficient modernizations. That is why we have committed ourselves to only do upgrade building modernizations with a maximum rent growth of €2/sqm for the 2019 and 2020 modernization programs.
  4. At the same time, we are increasing our investments into Optimize Apartment, Space Creation and Development to Hold. As the market leader, Vonovia clearly acknowledges its responsibility and continues its efforts to be part of the solution when it comes to providing affordable, adequate and modern buildings and apartments. So while we will be reducing the investment volume of energy efficient modernizations we will be increasing our investments into other parts of the investment program including new construction and portfolio investments in Sweden so that the overall impact is not expected to be material.

Increasing Dividend Capacity

Initial Guidance 2019 – New Structure

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
Initial
2019 Guidance
y-o-y vs. 2018
Organic rent growth (eop) ~4.4%
Rental Income (€m) 2,020

2,070
Recurring Sales (# of units) ~2,500
FV step-up Recurring Sales ~30%
Total EBITDA (€m) 1,650 –
1,700
Group FFO (€m) 1,140 –
1,190
Group
FFO (€/share)
2.20 –
2.30
Dividend
€/share
~70% of Group FFO
Modernization & New Construction (€m) 1,300
-
1,600
Underlying number of shares (million) 518.1

European Activities Update

  • Cautious step-by-step approach to minimize risk. Currently ca. 10% of the portfolio are located outside Germany. We will continue to monitor the German market and our defined European target markets for accretive acquisition opportunities.
  • 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.
via conwert First (minor) exposure to
non-German resi
portfolio
tender offer
Rolf Buch is appointed to D.
Carnegie Board
Signing of MoU with CDC
Habitat (formerly SNI)
Tender offer for Buwog
Tender offer for Victoria
Park (14k units)
by French SNCF Acquisition of 10% stake in
a 4,000 unit portfolio sold
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
2016 2017 2018
Researching and understanding European housing markets
Austria
(run a scalable business)
Sweden
(main focus)
France
(biggest long-term potential)
The Netherlands
(no active role)
As a % of
total portfolio
~6% ~4% 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

Pursue accretive
acquisition
opportunities on an
opportunistic basis if and when
legislation changes and allows
the payout of economic
dividends from social housing

Continue market research

Be prepared for accretive
acquisition opportunities on an
opportunistic basis
Vonovia At
A Glance
3
Business Update 7
Residential Market Update 23

Update on German Regulation

  1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix

"Mietrechtsanpassungsgesetz" (legislation passed by German parliament on Nov 29, 2018 and in effect since January 1, 2019) Regulation Impact Modernization allocation to be reduced from 11% to 8% of the investment amount. Contrary to initial plans, this shall apply to all housing markets, not just those that are defined as "tight housing markets." Vonovia will of course honor the new 8% threshold, just as the 11% threshold has always been honored. As very few upgrade building modernizations saw more than 8% of the investment amount to be allocated on top of the annual rent, the impact of this change in the regulation is expected to be immaterial. Following a modernization, an absolute cap of • €2/sqm rent growth for apartments with a rent of <€7/sqm prior to the modernization and • €3/sqm rent growth for apartments with a rent of >€7/sqm prior to the modernization Vonovia has committed itself to not do any upgrade building modernizations that would lead to rent growth of more than €2/sqm. As a consequence, some of the energy efficiency modernizations from our overall pipeline will now be put on hold and the funds will be redirected towards more optimize apartment modernizations, space creation, development-tohold projects and investments in Sweden. Further tightening of rent cap: Landlords are required to disclose the previous rent vis-à-vis the new tenant if they want to set the new rent at more than 10% above the local comparable rent. Vonovia has always been transparent about the previous rent level and our continued compliance with this regulation will have no impact on the business.

Additional discussions around potential legislative changes with regards to real estate transfer tax (Grunderwerbsteuer), land tax (Grundsteuer) and about requirements for recognizing tax consolidation groups.

German Residential – Landlords Benefit from Structural Imbalance between Supply and Demand

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
New supply falls short of demand
  • Consensus estimates see a current shortage of around 1 million apartments in urban areas. Three main constraints stand in the way of material changes in the short and even medium term:
  • Building permits often take several years because city administrations lack qualified personnel.
  • Severe shortage of building capacity after years of downsizing.
  • Substantial gap between in-place values and market replacement costs render construction in affordable segment economically unfeasible.

Sources: Federal Statistics Office, IW Köln, GdW (German Association of Professional Homeowners)

Contact

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

+49 234 314 1629 [email protected] [email protected] www.vonovia.de

Contact Financial Calendar
Nov 5, 2019 Interim results 9M 2019
Aug 2, 2019 Interim results 6M 2019
Jun 12, 2019 Exane
BNP Paribas European CEO Conference, Paris
Jun 6, 2019 dB Access Berlin Conference, Berlin
Jun 4-5, 2019 Capital Markets Day
May 16, 2019 Annual General Meeting
May 7, 2019 Interim results 3M 2019
Apr
3, 2019
Bankhaus
Lampe Deutschlandkonferenz, Baden-Baden
Mar 7, 2019 FY2018 Results
Feb
3-4, 2019
1
Roadshow
Tel
Aviv (Israel)
Jan 31, 2019 Forum (London)1
Bankhaus
Lampe German
Equity
Jan 21, 2019 KeplerCheuvreux
German
Corporate Conference, Frankfurt
Jan 16, 2019 Management Roadshow, USA
Jan 14-15, 2019 German
Investment
Seminar, NYC
Appendix 30
Residential Market Update 23
Business Update 7
Vonovia At
A Glance
3

Appendix

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
------------------------ -------------------- ------------------------------ -------------
Pages Content
25-38 9M Results –
Additional Data
39-41 Investment Case Studies
42-46 Financing
47-49 Acquisitions
50 Fair Value per sqm
Evolution
51 Portfolio Evolution
52-54 Additional Residential
Market Data
55-57 Vonovia Shares
58 No Correlation
between German Residential Yields and Interest Rates
59 Three Layers of Perception
60-62 Management Compensation
63-67 Pictures
68 Disclaimer

Continued EBITDA Margin Expansion

1. Vonovia At A Glance.
  1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix

  2. Adj. EBITDA Operations is up 5.9% to €976.2m.

  3. EBITDA Operations margin (excl. maintenance) expanded to 91.3%.
€m 9M 2018 9M 2017 Delta
Rental income 1,287.6 1,249.4 +3.1%
Maintenance expenses -202.2 -192.2 +5.2%
Operating expenses -173.4 -191.3 -9.4%
Adj. EBITDA Rental 912.0 865.9 +5.3%
Income 1,002.0 795.4 +26.0%
of
which
external
125.0 115.1 +8.6%
of
which
internal
877.0 680.3 +28.9%
Operating expenses -911.3 -719.4 +26.7%
Adj. EBITDA Value-add
Business
90.7 76.0 +19.3%
Adj. EBITDA Other1 -26.5 -19.8 +33.8%
Adj. EBITDA Operations 976.2 922.1 +5.9%

1 Mainly consolidation

Continued FFO1 Growth

1. Vonovia At A Glance

Driven by better operational performance and lower interest expenses, FFO1 was up 12.7% y-o-y or 5.6% per share (eop) on the basis of 6.8% more issued shares.

€m
(unless
indicated
otherwise)
9M 2018 9M 2017 Delta
Adj. EBITDA Operations 976.2 922.1 5.9%
Interest expense
FFO1
-189.2 -216.5 -12.6%
Current income taxes FFO1 -8.8 -15.1 -41.7%
FFO1 778.2 690.5 12.7%
of which attributable to Vonovia's shareholders 739.8 650.6 13.7%
of which attributable to Vonovia's
perpetual
hybrid capital investors
30.0 30.0 --
of which attributable to non-controlling interests 8.4 9.9 -15.2%
Capitalized maintenance -74.4 -50.3 47.9%
AFFO 703.8 640.2 9.9%
Adjusted EBITDA Sales 87.0 81.3 7.0%
Current income taxes FFO2 -10.8 -23.8 -54.6%
FFO2 854.4 748.0 14.2%
FFO1 €
/ share (eop
NOSH)
(9M
2018: 518m; 9M 2017: 485m)
1.50 1.42 5.6%
FFO1 €
/ share (avg. NOSH)
(9M 2018: 502m; 9M 2017: 473m)
1.55 1.46 6.4%

Continued NAV Growth

Adj. NAV is up 12.3% ytd or 5.1% per share in spite of 6.8% more issued shares.

Adj. NAV €/share2 40.47 38.49 +5.1%
EPRA NAV €/share2 47.23 43.88
Adj. NAV 20,967.2 18,671.1 +12.3%
Goodwill -3,499.9 -2,613.5
EPRA NAV 24,467.1 21,284.6
Deferred taxes on derivative financial
instruments
-20.7 -8.8
Fair value of derivative financial instruments1 70.5 26.9
Deferred taxes on investment properties and
assets held for sale
7,364.7 6,185.7
Equity attributable to Vonovia's
shareholders
17,052.6 15,080.8
(unless
indicated
otherwise)
2018 2017
€m Sep 30, Dec
31,
Is Adj. NAV a good proxy for the value of a
diverse operating business?
By definition, the Adj. NAV
reflects the brick and mortar value of the
buildings
applies market terms and assumes the
properties are owned by "anyone"
This approach ignores
the Value-add Business
the cost advantage and operating platform
of a professional owner
the development business profit
the recurring sales business profit

1 Adjusted for effects from cross currency swaps. 2 Based on the number of shares on the reporting dates Sep 30, 2018 (518.1m) and Dec 31, 2017 (485.1m).

Reconciliation IFRS Profit to FFO

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix €m (unless indicated otherwise) 9M 2018 9M 2017 Delta IFRS PROFIT FOR THE PERIOD* 1,399.0 1,205.2 16.1% Financial result1 296.5 218.2 35.9% Income taxes* 728.8 663.8 9.8% Depreciation and amortization* 37.8 23.0 64.3% Income from fair value adjustments of investment properties* -1,386.7 -1,164.7 19.1% = EBITDA IFRS* 1,075.4 945.5 13.7% Adj. EBITDA BUWOG -91.8 - - Non-recurring items* 93.8 75.9 23.6% Total period adjustments from assets held for sale -0.2 -5.0 -96.0% Financial income from investments in other real estate companies -14.0 -13.0 7.7% = ADJUSTED EBITDA 1,063.2 1,003.4 6.0% Adjusted EBITDA Sales -87.0 -81.3 7.0% = ADJUSTED EBITDA OPERATIONS 976.2 922.1 5.9% FFO interest expense2 -189.2 -216.5 -12.6% Current income taxes FFO1 -8.8 -15.1 -41.7% = FFO1 778.2 690.5 12.7% Capitalized maintenance -74.4 -50.3 47.9% = AFFO 703.8 640.2 9.9% Current income taxes Sales -10.8 -23.8 -54.6% FFO2 (FFO1 incl. Adjusted EBITDA Sales / Current income taxes Sales) 854.4 748.0 14.2% FFO1 per share in € (eop NOSH) 1.50 1.42 5.5% AFFO per share in € (eop NOSH) 1.36 1.32 2.9% Number of shares (million) eop 518.1 485.1 6.8%

All values excluding Buwog except figures marked with *. 1 Excluding income from investments. 2 Including financial income from investments in other real estate companies.

IFRS P&L
1. Vonovia At A Glance
2. Business Update
3. Residential Market Update 4. Appendix
€m (unless indicated otherwise) 9M 2018 9M 2017 Delta
Income from property letting 1,954.8 1,753.9 11.5%
Other income from property management 39.7 34.0 16.8%
Income from property management 1,994.5 1,787.9 11.6%
Income from disposal of properties 673.6 951.2 -29.2%
Carrying amount of properties sold -592.6 -905.6 -34.6%
Revaluation of assets held for sale 48.0 60.5 -20.7%
Profit on disposal of properties 129.0 106.1 21.6%
Income from the disposal
of properties (Development)
122.9 - -
Cost of sold
properties
-107.8 - -
Profit on the disposal
of properties (Development)
15.1 - -
Net income from fair value adjustments of investment properties 1,386.7 1,164.7 19.1%
Capitalized internal expenses 433.3 326.8 32.6%
Cost of materials -993.4 -866.8 14.6%
Personnel expenses -360.5 -307.1 17.4%
Depreciation and amortization -37.8 -23.0 64.3%
Other operating income 87.4 75.8 15.3%
Other operating expenses -252.0 -196.7 28.1%
Financial income 27.3 46.2 -40.9%
Financial expenses -301.9 -244.9 23.3%
Earnings before taxes 2,127.8 1,869.0 13.8%
Income taxes -728.8 -663.8 9.8%
Profit for the period 1,399.0 1,205.2 16.1%
Attributable to:
Vonovia's
shareholders
1,323.1 1,117.6 18.4%
Vonovia's
hybrid capital investors
22.4 22.4 0.0%
Non-controlling interests 53.5 65.2 -17.9%
Earnings per share (basic and diluted) in € 2.64 2.36 11.9%

IFRS Balance Sheet (1/2 – Total Assets)

1. Vonovia At A Glance
2. Business Update
3. Residential Market Update 4. Appendix
€m Sep 30, 2018 Dec 31, 2017 Delta
Assets
Intangible assets 3,601.1 2,637.1 36.6%
Property, plant and equipment 237.9 177.6 34.0%
Investment properties 41,265.0 33,182.8 24.4%
Financial assets 823.5 698.0 18.0%
Other assets 18.4 13.8 33.3%
Deferred tax assets 10.4 10.3 1.0%
Total non-current assets 45,956.3 36,719.6 25.2%
Inventories 8.8 6.2 41.9%
Trade receivables 434.5 234.9 85.0%
Financial assets 5.6 0.5 >100%
Other assets 165.7 98.4 68.4%
Income tax receivables 43.8 47.9 -8.6%
Cash and cash equivalents 507.3 266.2 90.6%
Real estate inventories 299.8 --- ---
Assets held for sale 118.6 142.6 -16.8%
Total current assets 1,584.1 796.7 98.8%
Total assets 47,540.4 37,516.3 26.7%

IFRS Balance Sheet (2/2 – Total Equity and Liabilities)

  1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
€m Sep 30, 2018 Dec
31, 2017
Delta
Equity and liabilities
Subscribed capital 518.1 485.1 6.8%
Capital reserves 7,181.8 5,966.3 20.4%
Retained earnings 9,100.8 8,471.6 7.4%
Other reserves 251.9 157.8 59.6%
Total equity attributable to Vonovia's
shareholders
17,052.6 15,080.8 13.1%
Equity attributable to hybrid capital investors 1,031.5 1,001.6 3.0%
Total equity attributable to Vonovia's
shareholders and hybrid capital investors
18,084.1 16,082.4 12.4%
Non-controlling interests 1,016.3 608.8 66.9%
Total equity 19,100.4 16,691.2 14.4%
Provisions 594.3 607.2 -2.1%
Trade payables 1.0 2.4 -58.3%
Non derivative financial liabilities 17,755.6 12,459.4 42.5%
Derivatives 54.7 8.7 >100%
Liabilities from finance leases 94.4 94.7 -0.3%
Liabilities to non-controlling interests 31.8 24.9 27.7%
Financial liabilities from tenant financing 54.5 --- ---
Other liabilities 47.3 65.3 -27.6%
Deferred tax liabilities 6,444.0 5,322.6 21.1%
Total non-current liabilities 25,077.6 18,585.2 34.9%
Provisions 434.7 376.5 15.5%
Trade payables 212.4 130.7 62.5%
Non derivative financial liabilities 2,297.6 1,601.1 43.5%
Derivatives 41.9 4.4 >100%
Liabilities from finance leases 4.9 4.6 6.5%
Liabilities to non-controlling interests 6.7 9.0 -25.6%
Financial
liabilities
from
tenant
financing
104.9 7.7 >100%
Other liabilities 259.3 105.9 >100%
Total current liabilities 3,362.4 2,239.9 50.1%
Total liabilities 28,440.0 20,825.1 36.6%
Total equity and liabilities 47,540.4 37,516.3 26.7%

Sales – Steady Cash Flow at Attractive Margins

1. Vonovia At A Glance
2. Business Update
3. Residential Market Update 4. Appendix
---------------------------------------------- -- ------------------------------ -- -------------
  • Total sales volume in 9M 2018 was 9,331 residential units (prior-year period: 8,304), of which 1,666 from Recurring Sales (prior-year period: 1,704) and 7,665 Non-core Disposals (prior-year period: 6,600).
  • In spite of value growth of the portfolio, Recurring Sales fair value step-ups could still be maintained around 30% for 9M 2018.
  • The Non-core Disposals saw a fair value step-up of 16.3% in 9M 2018, driven largely by two block sales, as we are utilizing the high market liquidity to profitably dispose of our Non-core Portfolio.
  • The income and fair value figures of the Non-core Disposals for the prior-year period include a substantial amount of commercial property sales.
RECURRING SALES NON
CORE DISPOSALS
TOTAL
€m
(unless indicated otherwise)
9M 2018 9M 2017 9M 2018 9M 2017 9M 2018 9M 2017
Income from
disposal
200.3 214.4 411.8 736.8 612.1 951.2
Fair value
of
disposal
-153.7 -161.6 -354.1 -688.5 -507.8 -850.1
Adj. profit
from
disposal
46.6 52.8 57.7 48.3 104.3 101.1
Fair value step-up (%) 30.3% 32.7% 16.3% 7.0%
Selling costs -17.3 -19.8

Adj. EBITDA Sales 87.0 81.3

Continued FFO1 Growth in 2019

Company Presentation – January 2019

Evolution of the Business and Additional Revenue Streams Require a Fresh Look at Performance Metrics

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
The business has substantially evolved since the IPO in 2013 and today encompasses value creation
across the full residential real estate life cycle of our assets and not just rental revenues.
As a consequence, the concept of FFO1 is no longer sufficient to fully reflect Vonovia's
earnings
growth, cash-flow generation and value creation potential.
Going forward we will be reporting performance based on the Adj. EBITDAs of the four segments
Rental, Value-add, Development and Recurring Sales plus Total EBITDA and Group FFO.
Interest and tax
optimization happens
on a corporate level
and not within
individual segments
Interest and taxes are
not part of the key
performance indicators
Revenues
Costs
Adj. EBITDA
Rental Value-add Develop
ment
Recurring
Sales
Total Non
core
Dis
posals
Financing is done on a
corporate level (cash
pooling), decoupled
from the asset level;
any allocation would
be arbitrary as the
debt and interest rate
is not linked to a
segment
Legal entities cannot
Interest
Taxes
Consolidation
Group FFO
be clearly allocated to
one specific segment
but operate across
segments
Taxes are incurred by
legal entities, not
segments
  • In contrast to opportunistic sales, portfolio clean-up sales or large asset sales known from other sectors, recurring sales ("privatization") are a robust and granular sales channel that has delivered very stable volumes above 2k units p.a. over the last 10 years with an average annual volume of 2.7k (after an initial ramp-up phase of two years).
  • We currently have ca. 29k units (excl. Buwog) that are eligible1 for recurring sales.

1 Including all units that have been legally prepared for retail sales by way of separate land register entries. 2 2013-2017 including Buwog recurring sales.

All Strategic Markets Show Upward Potential

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
Fair value1 In-place rent
Regional Market (€m) (€/sqm) Residential
units
Living area
('000 sqm)
Vacancy
(%)
Total
(p.a., €m)
Residential
(p.a., €m)
Residential
(€/sqm/month)
Organic rent
growth
(%)
Multiple
(in-place rent)
Average rent
growth forecast
CBRE (5 yrs)
(%)
Reversionary
potential2
(%)
from Optimize
Apartments
Berlin 6,349 2,191 43,992 2,804 1.7 228 216 6.53 4.2 27.9 4.3 46.3
Rhine Main Area (Frankfurt,
Darmstadt, Wiesbaden)
3,665 2,034 27,766 1,772 1.6 171 165 7.90 4.0 21.5 3.5 42.1
Rhineland (Cologne, Düsseldorf,
Bonn)
3,390 1,662 29,657 1,986 2.7 170 162 6.98 3.3 20.0 3.1 28.1
Southern Ruhr Area (Dortmund,
Essen, Bochum)
3,175 1,158 43,798 2,679 3.6 187 180 5.83 4.7 17.0 2.9 31.4
Dresden 3,006 1,286 38,582 2,195 3.0 162 152 5.94 3.3 18.6 3.7 31.8
Hamburg 2,358 1,806 20,065 1,272 1.7 108 103 6.85 4.0 21.9 3.3 43.0
Munich 1,898 2,902 9,670 636 0.9 64 60 7.95 4.1 29.8 4.8 56.8
Stuttgart 1,833 2,000 14,097 887 1.9 84 81 7.72 3.5 21.7 3.1 40.6
Kiel 1,826 1,296 23,474 1,351 2.0 102 97 6.07 6.2 17.9 3.2 39.6
Hanover 1,527 1,463 16,251 1,024 3.1 79 76 6.36 4.2 19.4 2.9 39.2
Northern Ruhr Area (Duisburg,
Gelsenkirchen)
1,459 885 26,335 1,627 3.5 108 105 5.55 4.4 13.5 2.4 25.7
Bremen 1,049 1,385 12,053 732 3.9 50 47 5.57 3.0 21.1 3.6 30.0
Leipzig 811 1,307 9,161 587 3.9 42 40 5.88 2.9 19.1 2.9 23.3
Westphalia (Münster, Osnabrück) 737 1,183 9,496 616 3.0 43 42 5.86 6.0 17.1 3.0 41.3
Freiburg 556 1,994 4,041 276 1.9 24 23 7.19 4.7 23.2 4.1 45.1
Other Strategic Locations 2,362 1,369 26,611 1,687 2.8 132 127 6.46 4.7 17.8 3.3 41.3
Total Strategic Locations
Germany
36,003 1,579 355,049 22,132 2.6 1,753 1,674 6.47 4.1 20.5 3.4 36.4
Austria 2,472 1,312 23,238 1,734 4.4 107 90 4.53 _ 23.0 n/a n/a
Sweden 1,638 1,498 14,051 997 1.3 115 107 9.03 _ 14.2 n/a n/a

Note: In-place rents in Austria and Sweden are not fully comparable to Germany, as Sweden, for example, includes certain ancillary costs. The table above shows the rental level unadjusted to the German definition. 1Fair value of the developed land excluding €1,310.7m, of which €355.6m undeveloped land and inheritable building rights granted, €269.3m assets under construction, € 436m development and €249.7m other. Data for Strategic Locations also includes Recurring Sales assets in those markets.

Sep 30, 2018 (pro
forma)
Residential In-place rent Vacancy rate Fair value1
units (€/sqm/month) (%) (€bn) % of total (€/m²)
Operate 120,133 6.56 2.4 12.4 30% 1,548
Invest 206,611 6.40 2.7 20.4 50% 1,582
Subtotal Strategic Clusters 326,744 6.46 2.6 32.7 81% 1,569
Sales2
Recurring
29,330 6.61 3.2 3.4 8% 1,673
Sell 7,372 5.43 5.3 0.4 1% 884.8
Total Germany 363,446 6.45 2.7 36.5 90% 1,564
Austria 23,238 4.53 4.4 2.5 6% 1,312
Sweden 14,051 9.03 1.3 1.6 4% 1,498

Note: In-place rents in Austria and Sweden are not fully comparable to Germany, as Sweden, for example, includes certain ancillary costs. The table above shows the rental level unadjusted to the German definition. 1Fair value of the developed land excluding €1,310.7m, of which €355.6m undeveloped land and inheritable building rights granted, €269.3m assets under construction, € 436.0m development and €249.7m other. 2 Including all units that have been legally prepared for retail sales by way of separate land register entries.

Maintenance
1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
€m 9M 9M €12.79/sqm1
(unless indicated otherwise) 2018 2017 Delta €11.03/sqm1
3.51
2.35
Expenses for maintenance 202.2 192.2 5.2%
Capitalized maintenance 76.5 52.0 47.1% 9.28 8.68
Total 278.7 244.2 14.0%
Maintenance capitalization
ratio
27% 21% 9M 2018
Expenses for maintenance
9M 2017
Capitalized maintenance

1All numbers incl. Victoria Park and excluding Buwog.

Case Study Optimize Apartment

Case Study Upgrade Building

Case Study Space Creation

Source: Dealogic, Bloomberg, Broker research, Deutsche Bundesbank, Verband deutscher Pfandbriefbanken (VdP), FactSet as of November 16, 2018

1 Quarterly Mortgage Pfandbrief issuances for 2005-2012 based on equal distribution of annual issuances based on VdP data; 2013 -3Q2018 figures based on Deutsche Bundesbank

2 Corporate bond issuance volume includes senior unsecured and hybrid bonds ≥ €50m, issued in EUR in Western Europe

3 Excludes Mortgage Pfandbriefe and CMBS for September 2018, Convertibles for 3Q18 as data not yet available

Currently used by Vonovia

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix Decision Tree Financing Sources

Covenants and KPIs (September 30, 2018)

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
Bond KPIs Covenant Level Sep 30, 2018
LTV
Total Debt / Total Assets <60% 42%
Secured LTV <45% 12%
Secured
Debt / Total Assets
ICR1 >1.80x 5.4x
Last 12M EBITDA / Last 12M Interest
Expense
Unencumbered
Assets
>125% 210%
Unencumbered Assets / Unsecured Debt
Rating KPIs Covenant Level (BBB+)
Debt to Capital <60%
Total Debt
/ Total Equity + Total Debt
ICR
Last 12M EBITDA / Last 12M Interest
Expense
>1.80x

Company Presentation – January 2019

Bonds / Rating

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
------------------------ -------------------- -- ------------------------------ -- -------------

Corporate Investment grade rating as of 2018-08-02

Rating agency Rating Outlook Last Update
Standard & Poor's BBB+ Stable 02 Aug 2018

Bond ratings as of 2018-08-02

Name Tenor & Coupon ISIN Amount Issue price Coupon Final Maturity
Date
Rating
Bond 002 (EUR-Bond) 6 years 3.125% DE000A1HNW52
600m
99.935% 3.125% 25 July 2019 BBB+
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 006 (Hybrid) 60 years 4.625% XS1028959671
700m
99.782% 4.625% 08 Apr 2074 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
500m
99.263% 0.875% 30 Mar 2020 BBB+
Bond 009B (EMTN) 10 years 1.500% DE000A1ZY989
500m
98.455% 1.500% 31 Mar 2025 BBB+
Bond 010B (EMTN) 5 years 1.625% DE000A18V138
1,250m
99.852% 1.625% 15 Dec 2020 BBB+
Bond 010C (EMTN) 8 years 2.250% DE000A18V146
1,000m
99.085% 2.250% 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% 1.500% 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+

1 EUR-equivalent Coupon

Acquisitions – Opportunistic but Disciplined

Company Presentation – January 2019

Update Integration Buwog and Victoria Park

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
Buwog Victoria Park
Buwog squeeze out effective as of Nov 16, 2018; 100% of Buwog shares
now owned by Vonovia.
Integration of Buwog Rental Business Germany fully on track and to be
completed by year end, as expected.
Combination of conwert
assets with Buwog assets in Austria fully on track
and to be managed on our SAP platform by mid 2019, as expected.
this will also serve as a blueprint for potential future integrations outside

of Germany.
Development business to be transferred onto our platform by mid 2019.
Of the €30m synergies announced with the transaction, €5m will be realized
in 2018, another €20m in 2019 and the remainder in 2020.
Vonovia exercises control via its seats on the Board and sets the
parameters within which Vonovia Park is expected to continue its
successful track record.
No operational integration of Victoria Park, in contrast to all previous
acquisitions.
Victoria Park is to serve as the nucleus in Sweden from which we try to
build a scalable business model, grow in the Swedish residential market
and aim to prove that the Vonovia business model also works in markets
outside of but similar to Germany.
50% debt
+ 50% equity
financing
as
€2.06
p.s.
FFO 1 VNA
EBITDA
stand-alone
Operations Buwog
492.1m
shares
per acquisition
criteria
(FY2019E)
€2.06
-
€2.08
p.s.
Interest + taxes
Pro forma FFO 1
543.0m
shares
50% debt
2.06
p.s.
FFO 1 VNA
stand-alone
492.1m
shares
2019 pro forma accretion analysis (actual financing)
+ 50% equity
financing
as
EBITDA Operations VP
per acquisition
Interest + taxes
criteria
(FY2019E)
€2.07
-
€2.09
p.s.
Pro forma FFO 1
514.1m
shares
€2.06 p.s. €2.14-€2.18 p.s.
FFO 1 VNA stand-alone
492.1m
shares
EBITDA Operations Buwog EBITDA Operations VP Interest + taxes Pro forma FFO 1
518.1m
shares

Acquisition Track Record

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix
------------------------ -------------------- ------------------------------ -------------
3. Residential Market Update
Larger acquisitions Fair Value In-place rent
Year Deal Residential
units
#
TOP Locations @ Acquisition Sep 30, 2018 @ Acquisition Sep 30, 2018
2014 DEWAG 11,300 Berlin, Hamburg,
Cologne, Frankfurt/Main
1,344 2,065 54% 6.76 7.78 15%
VITUS 20,500 Bremen, Kiel 807 1,350 67% 5.06 5.73 13%
2015 GAGFAH 144,600 Dresden, Berlin,
Hamburg
889 1,516 71% 5.40 6.25 16%
FRANCONIA 4,100 Berlin, Dresden 1,044 1,744 67% 5.82 6.51 12%
SÜDEWO 19,400 Stuttgart, Karlsruhe,
Mannheim, Ulm
1,380 1,846 34% 6.83 7.40 8%
2016 GRAINGER 2,400 Munich, Mannheim 1,501 2,031 35% 7.09 7.81 10%
2017 CONWERT
(Germany & Austria)
23,400 Berlin, Leipzig,
Potsdam, Vienna
1,353 1,718 27% 5.88 6.27 7%
thereof Germany 21,200 Berlin, Leipzig, Potsdam 1,218 1,601 31% 5.86 6.22 6%
thereof Austria 2,200 Vienna 1,986 2,345 18% 6.11 6.67 9%

Note: Without most recent acquisitions in 2018

Conservative Valuation Levels

  1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix

In-place values are still way below replacement values, in spite of accelerating valuation growth in recent years.

Note: VNA 2010 – 2014 refers to Deutsche Annington Portfolio at the time; construction costs excluding land. The land value refers to share of total fair value allocated to land.

Company Presentation – January 2019

Vonovia location

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

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix German Residential – Safe Harbor and Low Risk

Rental regulation safeguards high degree of stability

  • Contrary to most other jurisdictions such as the USA, rental growth in Germany is regulated and not directly linked to CPI, GDP development etc.
  • Rents are regulated via "Mietspiegel" (city-specific rent indices), which look at the asking rents of the previous four years to determine a rent growth level for existing tenants for the next two years.

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.

German Residential – Favorable Fundamentals

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.

German Residential – Favorable Fundamentals

Sources: United Nations, JLL Research, European Commission, Federal Statistics Office, Eurostat

Liquid Large-cap Stock

VNA share price performance since IPO vs. DAX and EPRA Europe Index

Company Presentation – January 2019

Vonovia History

  • Seed portfolios of today's Vonovia have origin in public housing provided by government, large employers and similar landlords with a view towards offering affordable housing.
  • At beginning of last decade, private equity invested in German residential on a large scale including into what is Vonovia today (mainly Deutsche Annington and Gagfah then).
  • IPO in 2013.
  • Final exit of private equity in 2014.

Company Presentation – January 2019

Reconciliation of Shares Outstanding

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update
4. 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
Sep 30, 2018 518.1

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

160bps since 1992).

1 Yearly asset yields vs. rolling 200d average of 10y interest rates Sources: Thomson Reuters, bulwiengesa

Company Presentation – January 2019

is not reflected in share price development (layer 3), as equity markets appear to apply valuation parameters that are substantially less material for Vonovia's operating performance.

1 Guidance mid-point. 2 To be proposed to the AGM in May 2019. Note: 2013-2018 FFO is "FFO1" and 2019 FFO is "Group FFO"

Company Presentation – January 2019

1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix Management Board Compensation - Overview Fixed Remuneration (incl. Pension) Bonus / STIP LTIP • Criteria/Targets: FFO1, adj. NAV/share, EBITDA Sales, 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, EPRA NAV/share, FFO1/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 compensation is based on three pillars

Total remuneration cap

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

Rationale

  • FFO1 is key figure in the industry 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).
  • EBITDA Sales: Measure of success of our sales activities.
  • Personal targets related to individual department responsibilities or overlapping targets (e.g. integration projects).

Management Board Compensation – LTIP

  • 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 (FFO/share and EPRA NAV/share) as well as (ii) calculation method which takes actual share price performance into account.

Impressions

  1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix

Optimize Apartment

  1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix

Upgrade Building

Modular Construction

  1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix

Modular Construction

Company Presentation – January 2019

Disclaimer

  1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. 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

  1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix

For Your Notes

  1. Vonovia At A Glance 2. Business Update 3. Residential Market Update 4. Appendix

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