Vonovia SE

Governance Information • Sep 10, 2018

Corporate Governance Roadshow

September & October 2018

	Agenda

	Sup

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

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

Liquid Large-cap Stock

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

Corporate Governance Roadshow 2018

90119

Supervisory

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

Vonovia SE with Three Governing Bodies Vonovia Supervisory Board Management Remuneration Authorized Capital Appendix

• 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 Supervisory Board Management Remuneration Authorized Capital Appendix
• 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.
• 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
• At least one woman shall be member of the Nomination Committee.

33% of members are women Vonovia Supervisory Board: Independent, Diversified and Experienced Vonovia Supervisory Board Management Remuneration Authorized Capital Appendix Real estate expertise and broad knowledge base The Supervisory Board, via its different members, not only has profound real estate expertise but also a broad range of experience in regulated businesses, accounting, financing, investments, strategy, human resources and financial planning and analysis. The average number of mandates on external supervisory boards or similar functions is less than two per member. No member holds a position, advisory role or similar at a competing company. All members are independent.

Corporate Governance Roadshow 2018

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.

		Key skills & areas of experience
Name	Independent ?	Year of birth	Year appointed	Nationality	Finance, accounting, financial planning and analysis	Real estate	Strategy	Legal and regulation	International experience, M&A, capital markets	Investment expertise	Human Resources
Jürgen Fitschen (Chair)	yes	1948	2018	German	x		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
Vitus Eckert	yes	1969	2018	Austrian	x	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	x
Daniel Just	yes	1957	2015	German	x	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		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	X
Christian Ulbrich	yes	1966	2014	German	x	x	x		x	x	x

Age range: 70 to 47 years (avg. 58); avg. tenure 3.8 years

Board Committees
Vonovia Supervisory Board		Management Remuneration	Authorized Capital	Appendix
Executive and Nomination Committee		Audit Committee			Finance 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. 		 process and internal control systems.  Examines effectiveness of internal control system, risk management system and internal audit system.	Handles monitoring of accounting	 payment.  strategic importance.	Deals with the financing and investment principles, incl. capital structure of the Group companies and dividend Looks after the principles of the acquisition and disposal policies, incl. acquisition and disposal of individual shareholdings of
 Jürgen Fitschen, Chair ers  Hildegard Müller b  Prof. Dr. Klaus Rauscher m  Dr. Ariane Reinhart e M		 ers   Vitus Eckert b m  Dr. Florian Funck e Jürgen Fitschen  M	Prof. Dr. Edgar Ernst, Chair Burkhard Ulrich Drescher	 ers   b m  e  M	Clara-Christina Streit, Chair Jürgen Fitschen Dr. Ute Geipel-Faber Daniel Just Christian Ulbrich

• Prof. Dr. Klaus Rauscher
• Dr. Ariane Reinhart

• Clara-Christina Streit

• Vitus Eckert

• Dr. Florian Funck
• Jürgen Fitschen

• (permanent guest)

• Dr. Ute Geipel-Faber

• Daniel Just
• Christian Ulbrich

High Attendance Ratio Underlines Dedication

• 9 Meetings Supervisory Board • 4 Meetings Audit Committee • 6 Meetings Executive and Nomination Committee • 6 Meetings Finance Committee Board Member Supervisory Board Meetings Audit Committee Executive and Nomination Committee Finance Committee Attendance Ratio Dr. Wulf Bernotat (until August 2017) 04/04 03/03 03/03 03/03 Burkhard Drescher 09/09 04/04 - - Prof. Dr. Edgar Ernst 09/09 04/04 03/03 02/03 Dr. Florian Funck 06/09 04/04 - - Dr. Ute Geipel Faber 08/09 - - 06/06 Hendrik Jellema 09/09 04/04 - - Daniel Just 08/09 - - 06/06 Hildegard Müller 08/09 - 06/06 - Prof. Dr. Klaus Rauscher 07/09 - 05/06 - Dr. Ariane Reinhart 07/09 - 06/06 - Clara-Christina Streit 09/09 - 06/06 06/06 Christian Ulbrich 07/09 - - 05/06 Vonovia Supervisory Board Management Remuneration Authorized Capital Appendix

Frequency of meetings refer to the annual year 2017

Vonovia		Supervisory Board		Management Remuneration		Authorized Capital	Appendix
in €		Fixed Remuneration		Remuneration for Committee Work		Total Remuneration	Notes on Remuneration
	2016	2017	2016	2017	2016	2017
Prof. Dr. Edgar Ernst	150,000	166,667	80,000	100,000	230,000	266,667	• The remuneration of the Supervisory
Burkhard Ulrich Drescher	100,000	100,000	40,000	40,000	140,000	140,000	Board is determined by the Annual
Dr. Florian Funck	100,000	100,000	40,000	40,000	140,000	140,000	General Meeting and is regulated in
Dr. Ute Geipel-Faber	100,000	100,000	20,000	20,000	120,000	120,000	Article 13 of Vonovia's Articles of
Hendrik Jellema	100,000	100,000	40,000	40,000	140,000	140,000	Association.
Daniel Just	100,000	100,000	20,000	20,000	120,000	120,000
Hildegard Müller	100,000	100,000	20,000	20,000	120,000	120,000	• Fixed compensation for the Chairman of
Prof. Dr. Klaus Rauscher	100,000	116,667	20,000	20,000	120,000	136,667	the Supervisory Board, Chairman
Dr. Ariane Reinhart	66,667	100,000	13,333	20,000	80,000	120,000	Jürgen Fitschen, is €260k.
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	additional compensation between €20k
Former Supervisory Board							and €40k for their respective committee
Dr. Wulf Bernotat (until Aug. 26, 2017) Chairman	200,000	166,667	100,000	33,333	300,000	200,000	work.
Gerhard Zeiler (until May 12, 2016)	41,667	-	8,333	-	50,000	-
Total	1,358,334	1,350,001	481,666	433,333	1,840,000	1,783,334
DAX 30 average1	1,630,029	n/a	536,361	n/a	2,779,611	n/a

Remuneration Levels of the Supervisory Board

Source: DSW study (German retail shareholder association), October 2017. Total compensation for DAX companies often includes attendance fees, variable components and other elements.

• 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."

• 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

Agenda
Vonovia	Supervisory Board	Management Remuneration	Authorized Capital	Appendix

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

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) Vonovia Supervisory Board Management Remuneration Authorized Capital Appendix 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).

• 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.

Management Board Compensation – DAX Benchmarking

	Vonovia	Supervisory Board	Management Remuneration	Authorized Capital	Appendix
--	---------	-------------------	-------------------------	--------------------	----------

Review of Management Board Compensation (including DAX benchmarking) by highly renowned hkp group in early 2018.

Corporate Governance Roadshow 2018 page 19

Agenda
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Supervisory

Vonovia	3
Supervisory Board	6
Management 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 rights against cash consideration (e.g. conversion rights/obligations under financial instruments that are itself issued against cash consideration without subscription rights and (b) subscription rights) Towards 20% threshold also all shares count which are issued without subscription rights • under the above 10%-exemption	including	all shares count which are issued without subscription (a) shares that are issued to serve	treasury shares sold without

Agenda
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		Supe

Vonovia	3
Supervisory Board	6
Management Remuneration	15
Authorized Capital	20
Back-up	22

Corporate Governance Roadshow 2018 page 23

Supervisory Board Members

Vonovia	Supervisory Board	Management Remuneration Authorized Capital Appendix
Functions and Vita of Vonovia's Supervisory Board Members (as of May 2018)
	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 Kühne & Nagel International AG, Switzerland 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

Corporate Governance Roadshow 2018 page 24

Functions and Vita of Vonovia's Supervisory Board Members (as of May 2018)
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 Dr. v Ute Geipel-Faber ati Member of the v o Finance n n Committee I	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
Corporate Governance Roadshow 2018	page 25

Supervisory Board Members

Functions and Vita of Vonovia's Supervisory Board Members (as of May 2018)
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
Prof. Dr. e v Klaus Rauscher ati Member of the v o Executive and n n Nomination I 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
Corporate Governance Roadshow 2018	page 26

Supervisory Board Members

Supervisory Board Members

Vonovia

Vonovia Supervisory Board Management Remuneration Authorized Capital Appendix

Functions and Vita of Vonovia's Supervisory Board Members (as of May 2018)

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 Vonovia Supervisory Board Management Remuneration Authorized Capital Appendix

Authorized Capital – DAX Benchmarking

¹ Own calculations based on Cleary Gottlieb study 2017. ² Georgeson analysis based on 2018 AGM season

	Definitions: FFO and NAV
Vonovia	Supervisory Board Management Remuneration		Authorized Capital	Appendix
	Funds from Operations (FFO 1)			(Adj.) Net Asset Value, NAV
	FFO 1 is the sector's key figure for measuring sustainable			Based on the Best Practice Recommendations of the
earnings.				European Public Real Estate Association (EPRA)
	EBITDA IFRS			Equity attributable to Vonovia's shareholders
(+)	Non-recurring items		(+)	Deferred taxes on investment
(+ / -)	Period adjustments from assets held for sale			properties and assets held for sale
(-)	Financial income from investments in other real estate companies		(+ / -)	Fair value of derivative financial instruments
=	Adj. EBITDA		(- / +)	Deferred taxes on derivative financial
(-)	Adj. EBITDA Sales			instruments
=	Adj. EBITDA Operations		=	EPRA NAV
(-)	FFO interest income		(-)	Goodwill
(-)	FFO 1 current income taxes
=	FFO 1		=	Adj. NAV

¹ IR only

Grants allocated (€)	2017	2017 min	2017 max
Fixed remuneration	1,150,000	1,150,000	1,150,000
Fringe benefits	24,006	24,006	24,006
Pension expenses	949,253	949,253	949,253
Subtotal	2,123,259	2,123,259	2,123,259
STIP	700,000	0	700,000
LTIP	2,040,633	0	4,750,000
Total	4,863,892	2,123,259	6,970,000*

* Total contractually agreed upper threshold

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

+49 234 314 1629 rene.hoffmann@vonovia.de Dr. Fabian Hess General Counsel Vonovia SE Universitätsstr. 133 44803 Bochum Germany

+49 234 314 1530 fabian.hess@vonovia.de

Corporate Governance Roadshow 2018 page 34 ¹ IR only

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.

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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.