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Vonovia SE

Investor Presentation Mar 27, 2017

477_ip_2017-03-27_60eb134c-8b43-496e-ad8d-ffae25266321.pdf

Investor Presentation

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Company Presentation

Non-deal Roadshow to China March 28-30, 2017

Market

Company

Strategy & Execution

German Residential – Safe Harbor and Low Risk

German residential market: important pillar of the German economy

  • With a GDP contribution of more than €500bn the German residential real estate industry represents more than 18% of Germany's GDP.
  • Germany and its resilient economy provide a comparatively safe harbor for foreign investments.
  • Germany is the economic powerhouse and growth engine of Europe.
  • Due to its regulatory structure, the German residential rental market is largely immune to macro-economic fluctuations and offers high cash flow visibility.
  • Residential market provides superior returns especially in low interest rate environment.

Sources: Federal Statistics Office, GdW (German Association of Professional Homeowners), REIS, BofA Merrill Lynch Global Research; BIP USA: IMF, Statista 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

New Supply falls short of demand

  • After record construction volumes in the 1990s, new volumes have plummeted as Germany has reduced its building capacity.
  • While volumes have been recovering from all-time lows in 2009 and 2010, the current levels are still short of demand.
  • Large gap between building permits and actual new constructions during last seven years.
  • Discrepancy between new demand and new supply is forecast to continue and add to supply/demand imbalance already evident in many urban areas.
  • Substantial disconnect between in-place values and market replacement cost.

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

German Residential – Favorable Fundamentals

Low home ownership ratio – Germans prefer to rent Rental housing very affordable in Germany

  • With the exception of Switzerland, Germany has the lowest homeownership ratio in Europe.
  • Rental regulation, favorable tenant laws, the general perception that home buying is a life-time decision and comparatively stringent financing requirements are main drivers for low homeownership rate.

Home ownership rate 2015 in %

  • Affordability in Germany is higher than in the UK or France.
  • Whereas most other European countries saw an increase, the share of rent-related payments in relation to disposable income declined in Germany between 2005 and 2015.

Rent as % of disposable household income

Sources: Federal Statistics Office, Eurostat

German Residential – Favorable Fundamentals

  • Germany is the largest housing market in Europe with ~42m housing units, of which ~23m are rental units.
  • Ownership structure is highly fragmented and majority of owners are non-professional landlords.

Ownership structure (million units)

Listed sector represents ~4% of total rental market.

Fragmented ownership structure Growing number of smaller households

  • While the overall population in Germany is expected to slightly decline, the number of households is forecast to grow until at least 2030 with a clear trend towards smaller households.
  • The household growth is driven by various demographic and social trends including divorce rates, employment mobility etc.

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

Asset yields outperformed interest rates by 2.2% on average since 1992 and 5.4% in June 2015.

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

Market

Company

Strategy & Execution

If You Want to Know Where Germans Live - Follow the Light

Illustration of Germany at Night

Strong Overlap with Vonovia Portfolio

Illustration of Germany at Night

Strategic Portfolio

Vonovia Location

High-influx cities ("Schwarmstädte")

Non-deal Roadshow China, March 28-30, 2017

Frankfurt, Odenwaldstr. 2-4b

Frankfurt, Am Lindenbaum 15-85A

Frankfurt, Friedlebenstr. 32

Essen, Meistersingerstrasse 20-24C

Impressions

Dresden, Niederseidewitzer Weg, 32-40

Dortmund, Binsengarten 8-24 A Dresden, Kipsdorfer Strasse, 123-139

Dresden, Berzdorfer Str. 20-24

Impressions

Essen, Feldwiese 16-30 Dortmund, Doerwerstr, 68-70

Dortmund, Lippmannstr. 2-14 Essen, Bonnekampstr. 18-43 B

Attractive Dividend Policy

1 Rental income + EBITDA Extension and Other; excluding sales effects; 2 To be proposed to the Annual General Shareholder Meeting. 3 Vonovia standalone guidance for 2017, excluding impact from conwert acquisition and based on NOSH YE2016.

Non-deal Roadshow China, March 28-30, 2017

Vonovia at a Glance

Germany's largest residential landlord with national footprint in urban regional markets

Strategic Portfolio

  • Vonovia Location
  • High-influx cities ("Schwarmstädte")

Munich Karlsruhe Dortmund

Residential real estate company with B-to-C characteristics.

  • Industrialized approach leverages economies of scale in a highly homogeneous asset class.
  • Strong internal growth profile via sustainable market rent growth, additional rent growth from portfolio investments and dynamic extension business.
  • Market leadership with nationwide footprint offers additional growth opportunities.
  • Robust business model delivers highly stable and growing cash flows.
  • Predictable top and bottom line with downside protection and upside potential.
  • 333k apartments1
  • Average apartment size of ~61 sqm
  • Vacancy ~2.4% almost fully let
  • 13.5 years average tenure
  • ~ €1,540m stable rental income2
  • ~ €840m operating profit before sales2 (FFO 1)
  • Dividend policy: approx. 70% of FFO 1

1 Excluding conwert; 2 mid-point 2017 guidance excl. conwert

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.

Non-deal Roadshow China, March 28-30, 2017

Liquid Large-cap Stock

Non-deal Roadshow China, March 28-30, 2017

Market

Company

Strategy & Execution

Proven and Unchanged Strategy since IPO

VONOVIA
Reputation & Customer Satisfaction
al
n
o
diti
Tra
Property Management
1
Systematic optimization of operating
performance and core business productivity
through leveraging scaling effects
High degree of standardization and
industrialization throughout the entire
organization
2
Financing
Ensure well-balanced financing mix and maturity
Mergers &
5
profile with low financing costs, investment
Acquisitions
grade credit rating and adequate liquidity at all
times
Fast and unfettered access to equity and debt
capital markets at all times
Continuous review of on-
and
Portfolio Management
3
off-market opportunities to lever
economies of scale and apply
Portfolio optimization by way of tactical
strategic pillars 1-4 to a growing
acquisitions and non-core/non-strategic
portfolio
disposals to ensure exposure to strong local
markets
All acquisitions must meet the
stringent acquisition criteria
Pro-active development of the portfolio through
investments to offer the right products in the
right markets and on a long-term basis
e
v
ati
v
o
n
n
I
4
Extension
Expansion of core business to extend the value
chain by offering additional services and
products that are directly linked to our
customers and/or the properties
Insourcing of services to ensure maximum
process management and cost control

Property Management

Cost per unit: (Rental Income – EBITDA Operations + Maintenance) / average # units.

3 Rounded figures.

Development of Unencumberance Ratio / Impact on Financing Strategy

1 Figures as of Dec. 31, 2016, prepayment of TAURUS CMBS in February 2017 and €1.0bn bond issuance from January 2017 considered.

Non-deal Roadshow China, March 28-30, 2017

Established Player in Debt Capital Markets

  • Maturity profile further smoothened through most recent bond issuances (€2.5bn unsecured corporate bonds in 2016 and €1.0bn in January 2017).
  • Redemption of all 3 CMBS structures inherited in the Gagfah takeover now completed (early redemption of third and last CMBS "Taurus" was Feb. 14, 2017).
  • Average interest rate now down to 2.1% from 2.6% at the end of 2015.
  • Unencumberance ratio up from 0% in June 2013 to currently 69%.
  • Vonovia has established itself as one of the Top 15 Euro Investment Grade Corporate Issuers between 2014 and 2016 and has substantially reduced the issuance costs in the process.
Top 15 Euro IG Corporate Issuers 2014-2016 (€m)
Issuer 2016 2015 2014 Total
2014-2016
Average
Funding p.a.
1
BMW
5,919 8,205 6,170 20,294 6,765
2
VW
- 8,910 10,700 19,610 6,537
3
Anheuser-Busch inBev
13,250 3,000 2,500 18,750 6,250
4
Total SA
7,000 5,000 5,300 17,300 5,767
5
Daimler AG
10,980 3,077 3,070 17,127 5,709
6
Royal Dutch Shell
4,000 3,450 5,825 13,275 4,425
7
Telefonica SA
5,900 1,467 5,650 13,017 4,339
8
Vodafone
7,750 750 3,410 11,910 3,970
9
Coca-Cola
500 8,500 2,000 11,000 3,667
10
BP pic
3,775 2,500 4,000 10,275 3,425
11
Sanofi
4,800 2,260 3,000 10,060 3,353
12
Renault
3,830 3,200 2,200 9,230 3,077
13
Bayer AG
1,500 1,300 6,250 9,050 3,017
14
Vonovia SE
2,500 4,000 2,200 8,700 2,900
15
Verizon
3,250 - 5,400 8,650 2,883

Source: Bank of America Merrill Lynch

Pro-active Portfolio Management

Operate 88,359 6.28 2.2 7.6 38% 28%
Dec. 31, 2016
(unless indicated otherwise)
Residential Units In-place rent
(€/sqm)
Vacancy rate
(%)
Fair value
(€bn)
Fair value (%)
at IPO in 20131
Fair value (%)
Acquisition Acquisition of more than 220k units (2013-
2017 YTD, incl. conwert) in attractive regions
and complementary to the existing portfolio.
from strong underlying
fundamentals of entire
German residential market.
Well-positioned to benefit
Disposal Sale of ~42k Non-core and Non-strategic
assets (2013-2016) with below-average
quality, location and/or strategic potential.
quality of assets and
locations.
Investments More than €1bn invested modernization* between 2013 and 2016. in value-enhancing Pro-active portfolio
management results in
material improvements in
(unless indicated otherwise) (€/sqm) (%) (€bn) at IPO in 20131
Operate 88,359 6.28 2.2 7.6 38% 28%
Upgrade Buildings (UB) 125,016 5.89 2.2 9.5 22% 35% 64% of fair value
in OA and UB
Optimize Apartments (OA) 89,335 6.12 1.8 7.8 13% 29%
Subtotal Strategic Clusters 302,710 6.07 2.1 24.9 73% 92% Non-core and
Privatize 17,195 5.97 4.2 1.6 14% 6% non-strategic
volume down to
Non-strategic 7,480 4.70 7.3 0.3 8% 1% 2% (~€0.6bn)
of total asset
Non-core 5,996 4.96 7.1 0.3 5% 1% value.
Total 333,381 6.02 2.4 27.0 100% 100%

1 The cluster "Non-strategic" was introduced after the IPO. For comparison purposes, locations considered Non-strategic as of Sep 30, 2016, were defined as Non-strategic as of the IPO date as well.

Substantial Reduction of Portfolio Locations

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

Increasing Organic Growth through Extension Strategy

FFO

  • Extension business with increasing significance and compelling growth rates.
  • Contribution to Adj. EBITDA Operations* expected to grow from ~5% in 2016 to ~8% in 2017.
  • Built-in growth for future years as successful programs are applied to the entire portfolio and new initiatives are tested and rolled out.

Acquisitions – Disciplined with Strong Track Record

2015
Actuals
2016
Actuals
2017
Guidance
L-f-l rent growth (eop) 2.9% 3.3% 3.5%-3.7% Accelerating rent growth
Vacancy (eop) 2.7% 2.4% <2.5% Stable top line inspite
of
Rental Income (€m) 1,414.6 1,538.1 1,530-1,550 ~24,000 non-core sales in 2016
FFO1 (€m) 608.0 760.8 830-850 Double digit % organic growth
Maintenance (€m) 330.7 ~320.1 ~340
Modernization & Investments
(€m)
355.6 472.3 700-730
Privatization (#) 2,979 2,701 ~2,300
FV step-up* (Privatization) 30.5% 36.2% ~35%
Non-core (#) 12,195 23,930 opportunistic
FV step-up* (Non-Core) 9.2% 5.4% >0%
Dividend/share €0.94 €1.121 70% of FFO 1

1 To be proposed to the Annual General Shareholder Meeting.

Non-deal Roadshow China, March 28-30, 2017

EUR CNY
2015 2016
2017
2015 2016 2017
Actuals Actuals Guidance Actuals Actuals Guidance
L-f-l rental
growth
(eop)
2.9% 3.3% 3.5%
-
3.7%
2.9% 3.3% 3.5%
-
3.7%
Occupancy
(eop)
97.3% 97.6% >97.5% 97.3% 97.6% >97.5%
Rental Income (m) 1,415 1,538 1,530
-
1,550
10,411 11,316 11,257
-
11,404
FFO1 (m) 608 761 830
-
850
4,473 5,598 6,107
-
6,254
Maintenance (m) 331 ~320 ~340 2,435 ~2,355 ~2,502
Modernization
&
Investments (m)
356 472 700
-
730
2,619 ~3,475 5,150
-
5,371
Privatization
(#)
2,979 2,701 ~2,300 2,979 2,701 ~2,300
FV step-up
(Privatization)
30.5% 36.2% ~35% 30.5% 36.2% ~35%
Non-core (#) 12,195 23,930 opportunistic 12,195 23,930 opportunistic
FV step-up
(Non-Core)
9.2% 5.4% >0% 9.2% 5.4% >0%
Dividend/share 0.94 1.121 70% of
FFO 1
6.92 8.241 70% of FFO 1

1 To be proposed to Annual General Shareholder Meeting 2017 Exchange rates as of Mar 15, 2017 (EUR1.00 : CNY 7.36)

Non-deal Roadshow China, March 28-30, 2017

Three Valuation Layers with Different Volatilities

High degree of stability and predictability of underlying business (layer 1) and portfolio valuation (layer 2) 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 To be proposed to the Annual General Shareholder Meeting. 2 Based on 2016 eop number of shares and excluding impact from conwert acquisition.

More than just a Bond Proxy

1 To be proposed to the Annual General Shareholder Meeting. 2 Based on 2016 eop number of shares and excluding impact from conwert acquisition

Non-deal Roadshow China, March 28-30, 2017

  • Predictable top and bottom line with downside protection and upside potential.
  • Only residential company in German Blue Chip Index DAX; ca. €15bn market cap.
  • Liquid stock with 92% free float and ca. €45m daily turnover on Xetra.
  • Market leadership with nationwide footprint offers additional growth opportunities.
  • Strong internal growth profile via sustainable market rent growth, additional rent growth from portfolio investments and dynamic extension business.
  • Industrialized approach leverages economies of scale in a highly homogeneous asset class.
  • Proven track record of sustainable and growing free cash flow from operations ("FFO") and dividends.

IR Contact & Financial Calendar

Rene Hoffmann Head of Investor Relations Vonovia SE Philippstraße 3 44803 Bochum Germany

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

Contact Financial Calendar 2017

Mar 28-30 Management Roadshow (China)
Mar 29 BofAML
European Real Estate Conference (London), IR only
Mar 30 Bankhaus Lampe Deutschlandkonferenz (Baden Baden), IR only
May 9 Estimated record day for dividend entitlement
May 16 Annual General Meeting
May 24 Interim results 3M 2017
May 24 Berenberg
European Conference (USA)
June 1 Kepler Cheuvreux German Property Day (Paris)
Jun 7 Goldman Sachs European Financials
Conference (Madrid)
June 8 Kempen European Property Seminar (Amsterdam)
~ June 12 Estimated dividend payment date
June 19-20 Capital Markets Day (Bochum)
June 22 dBAccess
Berlin Conference (Berlin)
Aug 2 Interim results 6M 2017
Nov 8 Interim results 9M 2017

Vonovia Investor Relations Tablet App

Now available for iOS and Android

Appendix

Optimize Apartment

Optimize Apartment

Upgrade Building

Upgrade Building

Upgrade Building

Modernization - Impressions

Addition of new floor plus modernization investment Addition of new floor plus modernization investment

Non-deal Roadshow China, March 28-30, 2017

Upgrade Building Upgrade Building

Before After

Floor Addition

Pictures taken at the production site of our cooperation partner Modulbau Lingen.

Non-deal Roadshow China, March 28-30, 2017

Neighbourhood Development "Eltingviertel"

Non-deal Roadshow China, March 28-30, 2017

TGS Van

Full-year Results 2016

Highlights

FFO Growth

  • 2016 FFO1 per share up 25.1%, driven by internal growth.
  • 10% organic FFO1 growth guided for 2017 (i.e. excluding conwert).
  • Sustainable organic FFO1 growth built in for 2018 and beyond.

NAV Growth

  • 2016 Adj. NAV per share* up 27.1%, driven by performance improvements, investments and yield compression from exposure to dynamic regional markets.
  • Further substantial fair value growth potential to be unlocked in 2017 and beyond.

Improvements across all KPIs

Compelling Guidance 2017

  • Vonovia standalone guidance confirmed confident to reach upper end.
  • Initial assumption for FFO1 contribution from conwert acquisition expected to be at least €60m.

Updates on Several Housekeeping Topics

Built-in Sustainable Organic FFO Growth

  • FFO is expected to grow organically, as rental income and EBITDA growth continue to accelerate.
  • Broadly stable interest rate levels would be an additional contributor to FFO growth.

1 Including Adj. EBITDA Other; 2 Based on internal 5-year plan as of Sep. 2016

2016 2015 Delta
In-place rent l-f-l (eop) €/month/sqm 6.01 5.82 +3.3%
In-place rent (eop) €/month/sqm 6.02 5.75 +4.7%
Rent growth driver 2016
Contribution
2015
Contribution
Sitting tenants (incl. subsidized rents) 0.9% 1.1%
New lettings 0.6% 0.6%
Subtotal market-driven rent growth 1.5% 1.7%
Modernization 1.8% 1.2%
Subtotal l-f-l rent growth 3.3% 2.9%
Space creation 0.0% 0.0%
Subtotal organic rent growth 3.3% 2.9%
Portfolio management (+ acquisitions ./. sales) 1.4% 0.1%
Total rent growth 4.7% 3.0%

Note: 2015 includes 0.1% contribution from subsidized rents

Stable Maintenance – Growing Modernization

  • Stable maintenance expenses on a per sqm basis y-o-y.
  • The maintenance capitalization ratio* is not an input factor but an outcome; i.e. what type of work is expensed vs. capitalized is determined by the accounting rules implemented as a pre-defined SAPprocess.
€m
(unless
indicated
otherwise)
2016 2015 Delta €/sqm 2016 2015 Delta
Expenses for
maintenance
247.4 242.2 +2.1% Expenses for
maintenance
11.50 11.66 -1.3%
Capitalized
maintenance
72.7 88.5 -17.9% Capitalized
maintenance
3.38 4.26 -20.7%
Total 320.1 330.7 -3.2% Total 14.88 15.92 -6.5%
Maintenance capitalization
ratio
23% 27%

Growing Investment Program

  • Modernization investments and space creation are increasingly meaningful organic growth drivers.
  • Investments in year one generally lead to rent growth in year two.

1 Program year; 2 Additional rental income from investment yield. Illustrative as portion of the additional rent may shift between years.

Continued EBITDA Margin Expansion

  • Adj. EBITDA Operations margin* of 70.9% in 2016, up from 67.7% in 2015.
  • Expensed vs. capitalized maintenance varies between companies and is a major discretionary factor in the EBITDA margin, which is why Vonovia reports Adj. EBITDA margins incl. and excl. maintenance.
  • Excluding expensed maintenance and including operating costs and corporate SG&A the margin was 87.0% in 2016 up from 84.8% in 2015.

1 Cost per unit: (Rental Income – EBITDA Operations + Maintenance) / average # units. 2 Mainly consolidation

FFO

Substantial LTV Reduction

€m (unless indicated otherwise) Dec. 31, 2016 Dec. 31, 2015 Delta
Non-derivative financial liabilities 13,371.0 14,939.9 -10.5%
Foreign exchange rate effects -209.9 -179.4 17.0%
Cash and cash equivalents -1,540.8 -3,107.9 -50.4%
Net debt 11,620.3 11,652.6 -0.3%
Sales receivables -135.4 -330.0 -59.0%
Additional loan amount for outstanding acquisitions --- 134.9
Adj. net debt 11,484.9 11,457.5 0.2%
Fair value of real estate portfolio 27,115.6 24,157.7 12.2%
Fair value of outstanding acquisitions --- 240.0
Shares in other real estate companies 503.1 13.7 >100%
Adj. fair value of real estate portfolio 27,618.7 24,411.4 13.1%
LTV 41.6% 46.9% -530bps

Depending on the final outcome of the second offer period for conwert, the pro forma LTV will be around 45% and therefore below the 2015YE level and towards the upper end of our target range.

Vonovia uses the valuation uplift to buy conwert in a predominantly all-cash transaction, effectively translating value growth into an accretive acquisition.

25.1% FFO1 per Share Growth

  • Increased Adj. EBITDA Operations and reduced financing costs lead to 25.1% FFO1 growth.
  • AFFO of €689.2m is approx. 1.3x proposed dividend amount.
€m (unless indicated otherwise) FY 2016 FY 2015 Delta
Adj. EBITDA Operations 1,094.0 957.6 +14.2%
FFO interest expense -322.7 -339.4 -4.9%
Current income taxes FFO1 -10.5 -10.2 +2.9%
FFO1 760.8 608.0 +25.1%
of which attributable to Vonovia's
shareholders
713.4 555.5 +28.4%
of which attributable to Vonovia's
hybrid capital investors
40.0 33.0 +21.2%
of which attributable to non-controlling interests 7.4 19.5 -62.1%
Capitalized maintenance -71.6 -87.5 -18.2%
AFFO* 689.2 520.5 +32.4%
Current income taxes FFO2 -29.5 -17.0 +73.5%
Adjusted EBITDA Sales 92.5 71.1 +30.1%
FFO2 823.8 662.1 +24.4%
FFO1 €
/ share (eop
NOSH)
1.63 1.30 +25.1%
FFO1 €
/ share (avg. NOSH)
1.63 1.51 +8.5%
AFFO €
/ share (eop
NOSH)
1.48 1.12 +32.4%
AFFO €
/ share (avg. NOSH)
1.48 1.29 +14.8%

Privatization Margin Up; Record Non-core Volume

  • Privatization volume slightly below prior year but improved margin of 36.2%.
  • Increased non-core and non-strategic volume for a combined total of 36,125 units over last two years, actively tapping the transaction market to clean up the portfolio.
€m (unless indicated
otherwise)
2016 2015 2016 2015 2016 2015
Privatization Non-core/Non-strategic Total
No. of units sold 2,701 2,979 23,930 12.195 26,631 15,174
Income from disposal 267.4 262.7 960.5 463.3 1,227.9 726.0
Fair value of
disposal*
-196.3 -201.3 -911.4 -424.4 1,107.7 625.7
Adj. profit from
disposal
71.1 61.4 49.1 38.9 120.2 100.3
Fair value step-up
(%)
36.2% 30.5% 5.4% 9.2%
Selling costs -27.7 -29.2
Adj. EBITDA Sales 92.5 71.1

Estimated Value Growth Potential to be Unlocked

Our portfolio management strategy of modernization investments, space creation and a focus on growth markets is expected to result in substantial value creation going forward.

NAV

1) What we can influence

  • Value growth potential from modernization investments.
  • 30% valuation uplift for properties following modernization work in Upgrade Building Cluster.
  • 30% rent growth for Modernization Clusters3.
  • 10% rent growth for Operate Cluster.
  • Value growth potential from space creation.
  • 26k units at average letting rent of €10 per sqm and month and a market multiple of 25x.

2) Market dynamics beyond our influence

Assumption for value growth potential from exposure to growth markets with positive dynamics through additional yield compression / multiple expansion.

Note: Value growth shown on this page is indicative. While we believe the underlying assumptions are reasonable, the actual future development may differ. 1 Strategic portfolio only incl. privatization properties in strategic locations; 2 Market comparables; 3 (i) Upgrade Buildings plus (ii) Optimize Apartments plus (iii) Optimize Apartments within Upgrade Buildings Cluster (Total volume of currently ~290k units)

Valuation uplift of 16.2% contributes to 27.1% Adj. NAV per share growth.

€m (unless indicated otherwise) Dec. 31, 2016 Dec. 31, 2015 Delta
Equity attributable to Vonovia's
shareholders
12,467.8 10,620.5 +17.4%
Deferred taxes on investment properties and assets
held for sale
4,550.3 3,241.2 +40.4%
Fair value of derivative financial instruments1 44.4 169.9 -73.9%
Deferred taxes on derivative financial instruments -15.4 -43.4 -64.5%
EPRA NAV 17,047.1 13,988.2 +21.9%
Goodwill -2,718.9 -2,714.7 +0.2%
Adj. NAV 14,328.2 11,273.5 +27.1%
EPRA NAV €/share 36.58 30.02 +21.9%
Adj. NAV €/share 30.75 24.19 +27.1%

1 Adjusted for effects from cross currency swaps.

Valuation Uplift Across All Regional Markets – But Varying Magnitudes

Strongest valuation uplift in Berlin, Munich and Freiburg.

NAV

B locations such as Bremen, Kiel and Hannover with above-average valuation gains, but Northern Ruhr Area with only 5.6% uplift underperformed all other Regional Markets.

Strategic Clusters – Highest Yield Compression in Modernization Clusters

  • The highest uplift from both yield compression and overall was in the two modernization clusters Upgrade buildings and Optimize apartments, confirming our modernization strategy.
  • Yield compression also in Non-core and Non-strategic locations but substantially higher in strategic markets.
Strategic
Cluster
Fair value
(€
million)
Fair value
(€/sqm)
Multiple
(in-place-rent)
Change in value
(€
million)
Change in value
(l-f-l in %)
of which yield
compression
Operate 7,602 1,281 16.4 887.8 13.5% 8.8%
Upgrade buildings 9,470 1,236 17.9 1553.7 19.8% 12.2%
Optimize apartments 7,800 1,370 19.0 1087.6 16.5% 11.4%
Strategic 24,872 1,290 17.7 3,529.2 16.8% 10.9%
Privatize 1,586 1,323 18.9 189.1 13.5% 10.4%
Non-Strategic 265 576 11.0 14.2 5.4% 3.8%
Non-Core 290 685 12.5 13.5 5.5% 2.7%
Total 27,013 1,264 17.6 3,745.9 16.3% 10.7%

Value Growth of Acquisition Portfolios Exceeds Goodwill

  • Aggregate value growth of close to €3bn across acquisition portfolios.
  • Acquisition premium already fully recovered through value accretion.
€m Acquisition
year
Fair Value at
acquisition
(l-f-l current
portfolio)1
Fair value Dec.
31, 2016
Value growth
since
acquisition
Goodwill Value growth
vs.
goodwill
Dewag 2014 980 1,259 279 11 268
Vitus 2014 988 1,260 272 95 177
Gagfah 2015 7,714 9,753 2,039 2,265 -226
Franconia 2015 284 361 77 - 77
Südewo 2015 1,732 1,966 234 346 -112
Grainger Portfolio 2016 251 263 12 - 12
Total 11,949 14,862 2,913 2,717 196

NAV

1 Acquisition portfolio adjusted for sales and shown on a like-for-like basis for better comparison. Delta to total goodwill results from IVV acquisition with a goodwill of €2.1m.

Non-deal Roadshow China, March 28-30, 2017

Goodwill – Headroom Grown, Value Up, Performance Assumptions Confirmed

  • While the fair value grew across all cash generating units (CGU) in 2016, the impairment test still resulted in a 1.1% increase of the headroom for the goodwill, as most regions saw the increase in fair value supported by an increase in the underlying cash flows.
  • Except for the Region East (predominantly Berlin), the change in the headroom for the goodwill was considerably smaller than the respective fair value uplift; i.e. the fair value uplift in most regions was also driven by a stronger cash flow profile.
% of total headroom
Dec. 31, 2016
Headroom
2016 vs. 2015
Fair Value
2016 vs. 2015
CGU 1 North (Hamburg, Kiel, etc.) 13% -5.1% +16.7%
CGU 2 East (predominantly Berlin) 6% -27.0% +26.2%
CGU 3 Southeast (Dresden, Leipzig, etc.) 9% -2.5% +12.5%
CGU 4 West (Dortmund, Essen, etc.) 16% -4.9% +6.3%
CGU 5 Middle (Frankfurt, Cologne, etc.) 19% +5.3% +13.8%
CGU 6 South (Munich, Stuttgart, etc.) 17% +19.3% +14.5%
CGU 7 Central 2% n/a n/a
CGU 8 Extension segment 19% n/a n/a
Total 100%

Development of Fair Value and Headroom

CGU = cash generating unit

Goodwill and Impairment Mechanics

Σ CF1-n / Market WACC

  • Impairment test compares
  • fair value (determined by CBRE) + goodwill vs.
  • capitalized earnings value calculated by external auditor, using cash flow projections from Vonovia's internal 5 year business plan, applying a market WACC
  • No impairment as long as headroom exists; i.e. as long as capitalized earnings value exceeds fair value plus goodwill

Modular Construction – Pilot Project Completed

  • Pilot project in Bochum with 14 residential units.
  • Factory-based construction of modules with construction costs of €1,800 per sqm (all-in, excl. land, which we already owned).
  • On-site assembly of modules within only 5 days.
  • Construction completed in mid December 2016 and fully let by mid January 2017.
  • In-place rent of slightly above €9 per sqm (vs. €7.20 for Vonovia properties in immediate vicinity).
  • Estimated completion of ~1,000 units in 20171.

All Regional Markets Show Upward Potential

Fair Value In-place rent
Regional Markets (€
million)
(€/sqm) Multiple
(in-place
rent)
Residential
units
Living area
('000 sqm)
Vacancy
(%)
Total
(p.a.

million)
Residential
(p.a.

million)
(€/
month/
sqm)
Change
like-for-like
(%)
Average p.a.
rent growth
forecast CBRE
(5 yrs)
(%)
Average
rent
growth (%)
from Optimize
Apartments
Berlin 3,448 1,640 22.6 32,454 2,034 1.5 152 145 6.02 3.2 3.1 40.7
Rhine Main Area
(Frankfurt, Darmstadt, Wiesbaden)
3,100 1,695 19.0 28,203 1,799 2.2 163 157 7.42 3.7 3.3 37.9
Rhineland
(Cologne, Düsseldorf, Bonn)
2,847 1,437 18.2 28,669 1,928 2.6 157 149 6.60 4.0 2.9 31.5
Dresden 2,439 1,070 16.4 37,983 2,155 1.8 149 139 5.47 3.7 3.2 36.8
Southern Ruhr Area
(Dortmund, Essen, Bochum)
2,371 889 13.8 42,834 2,606 2.7 172 165 5.43 3.5 1.9 29.5
Hamburg 1,733 1,595 20.0 16,644 1,054 1.8 87 82 6.55 3.5 3.1 34.8
Munich 1,652 2,497 26.8 9,773 643 0.7 62 57 7.50 3.8 4.6 51.9
Stuttgart 1,585 1,701 19.3 14,303 901 1.7 82 78 7.36 2.2 2.9 35.2
Northern Ruhr Area
(Duisburg, Gelsenkirchen)
1,291 758 12.4 27,097 1,680 3.2 104 101 5.18 3.5 1.8 24.1
Hanover 1,027 1,167 16.6 13,668 866 2.3 62 60 5.88 2.8 2.9 33.3
Kiel 861 1,020 15.4 13,989 813 1.3 56 53 5.49 2.4 2.3 33.9
Bremen 762 1,070 17.1 11,339 691 3.1 45 42 5.27 3.7 3.1 33.8
Westphalia
(Münster, Osnabrück)
589 929 14.5 9,652 625 2.3 41 39 5.38 3.7 2.6 28.6
Freiburg 493 1,759 21.6 4,063 278 1.0 23 22 6.72 3.0 3.8 41.2
Leipzig 261 1,010 15.3 4,089 255 2.6 17 17 5.61 1.4 2.4 23.5
Other Strategic Locations 1,882 1,243 17.1 23,514 1,490 2.3 110 106 6.10 3.5 3.1 35.0
Total Strategic Locations 26,341 1,293 17.8 318,274 19,817 2.2 1,480 1,412 6.07 3.4 2.9 34.2

Non-deal Roadshow China, March 28-30, 2017

First Indication for FFO1 Contribution from conwert

  • Full Vonovia guidance for 2017 including conwert will be published with Q1 2017 results on May 24.
  • Vonovia stand-alone guidance for FFO1 is €830m - €850m.
  • Conservative first assessment based on conwert 2016 FFO1 guidance of €80m as a starting point gives in an initial assumption of approx. €60m FFO1 contribution from conwert for 2017.
  • In any scenario second offer period all cash or all shares and irrespective of acceptance ratio – the conwert acquisition is FFO1 per share and NAV per share accretive from day 1.
I Conwert update
II Scrip
dividend as alternative
III Next portfolio valuation at the end of Q2 2017
IV Gagfah: cross-border merger
V Vonovia's
stake in Deutsche Wohnen
VI CEO contract extended to Feb. 2023

Housekeeping I conwert Meets All Acquisition Criteria

  • One of the largest European RE transactions in 2016 with €2.8bn transaction volume.
  • After four failed takeover attempts in recent years by third parties, Vonovia successfully completed the transaction within only four months.
  • Terms communicated upon announcement in September were never changed even when markets turned negative.
  • Flawless execution from preparation to the announcement and all the way to the settlement; no leakage, no delays, no interloper, no regulatory intervention, no changes to deal structure or timing.

Smooth transaction What has changed since the announcement

At Announcement Since Announcement /
Today
Share
vs. cash
Share
alternative at €17.58
per share substantially
more attractive than
mandatory cash offer at
€16.16 per share
Of the 72.9m shares, only
0.7m were
tendered for
shares with the remaining
72.2 for cash
Financial
synergies
€5m
(€61m break costs to
realize synergies)
Current interest rate
environment makes
realization of these
synergies difficult
to
achieve
Operational
synergies
Operational synergies of
€7m
First view indicates higher
operational synergies than
anticipated
conwert non
core portfolio
~€600m ~€330m have been closed
or announced since Sep 5
conwert
NAV
€16.40
as per Q2 2016
~€17
(est.) as per YE2016

Next update with Q1 earnings release on May 24

Sep 5, 2016 Announcement
of the intention to make a voluntary take-over offer
Support from conwert board and management
Commitment from Adler to tender all its conwert shares
Oct
6 & Oct
28, 2016
Approval
from German Federal Cartel Office; Clearance from Austrian Federal
Competition Authority
Nov 17, 2016 Publication
of the offer document
Nov 18 –
Dec
19, 2016
Acceptance period
Dec
22, 2016
Publication of final results of acceptance period: 71.54% acceptance ratio
Dec
23, 2016
Start of second acceptance period
Jan 16, 2017 Payment and settlement (conwert fully consolidated as of Jan 10, 2017)
Jan 27, 2017 conwert EGM (Vonovia holds 4 of the 6 seats on conwert's
Administrative Board)
Mar 23, 2017 End of second acceptance period
Apr 2017 Payment and settlement second acceptance period
Jul 2017 All relevant conwert data and systems fully integrated in Vonovia platform

Future dates are indicative and subject to change.

Choice Scrip dividend
as an alternative to cash dividends offers choice to
investors.
Increasingly
best
practice
Well
established in many international markets like the US or UK and
increasingly popular in Germany as well.
E.ON, Deutsche Telekom, Lufthansa and others have been offering their
shareholders for some years now cash dividends and as an alternative an
equal dividend amount in the form of shares.
Process Supervisory
Board defines scrip
dividend structure and price.
Annual
General Meeting approves total dividend amount.
Shareholders choose cash or shares until early
June.
Payout date will be mid-June.
Valuation
&
Timing
Gross asset real estate value represents more than 83% of total assets.
Equity capital markets continue to use the NAV as share price proxy.
NAV guidance without yield compression is of limited use.
So far no need to conduct more than one valuation a year, but with more pronounced yield
compression in many local markets in 2016 and most likely beyond the annual valuation
cycle is too long.
Next portfolio valuation will be as of June 30, 2017.
Methodology
&
Process
Same Methodology for half-year valuation as for the year-end valuation.
For practical purposes, the valuation pool will comprise the largest 20 cities plus any other
location for which there is indication of strong valuation movements.
Data set and result of
mid-year valuation will be meaningful enough to ensure that majority of the valuation
movements of first two quarters is captured and reflected in financial accounts.
Process and timing agreed with our auditors.
Half-year valuations to be conducted for as long as there is market evidence of
material valuation changes over a 6-months period.
NAV guidance
suspended
Vonovia ownership Vonovia holds 93.8%
of all Gagfah
shares.
Redemption of
CMBS
completed
After redeeming the last Gagfah
CMBS in Feb 2017, Vonovia is currently analyzing the
final step of the integration by way of a cross-border merger of Gagfah
S.A. into Vonovia
SE, effectively completing the last leg of the integration and further reducing legal and
governance complexities.
Cross-border
merger
A successful merger would lead to a mandatory exchange of all outstanding shareholders'
Gagfah
shares against Vonovia shares in a fixed exchange ratio.
After completing the company valuations and after a merger audit by a court-appointed,
independent auditor, the governing bodies of Vonovia SE and Gagfah
S.A. will deliberate on
the merger and the exchange ratio.

Non-deal Roadshow China, March 28-30, 2017

Vonovia's
stake in
Deutsche Wohnen
Vonovia owns 16.8m shares in Deutsche Wohnen. This equals 4.74% based on the 354.7m
shares outstanding.
Purchase price
&
unrealized gains
The shares were purchased at an average purchase price of €24.10 for a total consideration of
€405.5m.
Based on the €31.67 closing price on March 3, 2017, the stake has a market value of
€532.6m, resulting in a book gain of €127.1m (+31%).
Deutsche Wohnen Deutsche Wohnen
shares are accounted for under "available-for-sale securities" in IFRS (in
non-current assets).
Accounting on a mark-to-market basis, with adjustments to fair market value accounted for in
"Other comprehensive income."
stake in Vonovia's
numbers
Included with market value in LTV denominator.
FFO interest expense includes interest expense for share purchase (approx. €6m) and
dividend payment of €9.1m for 2016.

Built-in sustainable organic FFO1 growth going forward.

  • FFO1 is expected to grow organically, as rental income and EBITDA growth continue to accelerate.
  • Broadly stable interest rate levels would be an additional contributor to FFO1 growth.
  • Positive FFO1 trajectory even in an immediate 200bps interest rate hike scenario.

Fair value growth potential to be unlocked.

  • Our portfolio management strategy has put the portfolio on a growth track.
  • Modernization investments and space creation are expected to be the main drivers of future value growth.
  • Yield compression / multiple expansion from exposure to growth markets expected to be additional value driver.

*Other shared services: Internal Audit, Communications, Central Procurement, Insurances, Investor Relations, Accounting

Management Board

CFO Dr. A. Stefan Kirsten

  • Since 2011 CFO of Vonovia
  • Former CEO of Majid Al Futtaiim Group LLC (real estate development company focusing mainly on retail and entertainment ventures in the Emirates)
  • Former CFO of Metro AG and ThyssenKrupp AG in Germany
  • Contract expires Dec. 31, 2020

CEO Rolf Buch

  • Since 2013 CEO of Vonovia
  • Former management board member of Bertelsmann SE
  • Former CEO of Arvato AG (global BPO service provider with more than 60,000 employees in over 40 countries)
  • Contract expires Feb. 28, 2023

COO Klaus Freiberg

  • Board member since 2010
  • Responsible for the property management (customer care service, management and letting of portfolio)
  • Former senior manager of Arvato Group; supervised and optimized the service centers of Deutsche Post and Deutsche Telekom
  • Contract expires Jan. 31, 2022

CCO Gerald Klinck

  • Board member since 2012
  • Former CFO of GAGFAH Group
  • 20+ years experience in leading positions in the real estate industry
  • Contract expires at the AGM 2018
2016 2015 Delta
Average number
of
residential
sqm
`000 21,509 20,773 +3.5%
In-place rent (eop) €/month/sqm 6.02 5.75 +4.7%
In-place rent l-f-l (eop) €/month/sqm 6.01 5.82 +3.3%
Vacancy rate (eop) % 2.4% 2.7% -30bps
+10.2%
per avg. unit
Rental income €m 1,538.1 1,414.6 +8.7%
(€3,172 vs.
€2,878)
Cost per
average unit
570 645 -11.6%
Adj. EBITDA Operations €m 1,094.0 957.6 +14.2%
Rental €m 1,046.2 924.4 +13.2%
Extension €m 57.0 37.6 +51.6%
Other (i.e. consolidation) €m -9.2 -4.4 >100%
+20.7% FFO 1 €m 760.8 608.0 +25.1%
per sqm
(€2,206 vs.
FFO 1 per share (eop
NOSH)
1.63 1.30 +25.1%
€1,827) FFO 1 per share (avg. NOSH) 1.63 1.51 +8.5%
AFFO €m 689.2 520.5 +32.4%
Adj. EBITDA Sales €m 92.5 71.1 +30.1%
Adj. EBITDA (Total) €m 1,186.5 1,028.7 +15.3%
FFO 2 €m 823.8 662.1 +24.4%
+19.9%
per sqm
(€1,264 vs.
Dec. 31, 2016 Dec. 31, 2015 Delta
€1,054) Fair value of real estate
portfolio
€m 27,115.6 24,157.7 +12.2%
EPRA NAV €/share 36.58 30.02 +21.9%
Adj. NAV €/share 30.75 24.19 +27.1%
LTV % 41.6% 46.9% -530bps
Dividend paid €m 438.0 276.2 €161.8m

Reconciliation IFRS Profit to FFO

€m (unless indicated otherwise) FY 2016 FY 2015 Delta
0 Increase due to fair value
PROFIT FOR THE PERIOD 2,512.9 994.7 152.6% adjustment of investment
Financial result 433.0 414.0 4.6% properties vs. increase of
deferred tax liabilities
Income taxes 1,346.9 739.8 82.1%
Depreciation and amortization 27.0 13.4 >100%
Net income from fair value adjustments of investment properties -3,236.1 -1,323.5 >100% EBITDA increase mainly driven
= EBITDA IFRS 1,083.7 838.4 29.3% by rental business
Non-recurring items 94.5 209.4 -54.9%
Total period adjustments from assets held for sale 17.9 -18.7 >100%
Financial income from investments in other real estate companies -9.6 -0.4 >100% Increase of adjusted EBITDA
= ADJUSTED EBITDA 1,186.5 1,028.7 15.3% sales* due to higher Non-core
Adjusted EBITDA Sales -92.5 -71.1 30.1% sales volume and higher core
step-ups
= ADJUSTED EBITDA
OPERATIONS
1,094.0 957.6 14.2%
Interest expense FFO -322.7 -339.4 -4.9%
Current income taxes FFO 1 -10.5 -10.2 2.9% Adjusted EBITDA Operations*
= FFO 1 760.8 608.0 25.1% reflects operational
performance as well as
Capitalized maintenance -71.6 -87.5 -18.2% acquisitions* and expansion
= AFFO 689.2 520.5 32.4% strategy in Extension Segment
Current income taxes FFO2 -29.5 -17.0 73.5%
FFO 2 (FFO 1 incl. Adjusted EBITDA Sales/current income taxes Sales) 823.8 662.1 24.4%
FFO 1 per share in €
(eop
NOSH)
1.63 1.30 25.1%
AFFO per share in €
(eop
NOSH)
1.48 1.12 32.4%
Number of shares (million) eop 466 466 ---

P&L

VONOVIA
--------- -- --
€m (unless indicated otherwise) FY 2016 FY 2015 Delta L-f-l-rent increase of 3.3%,
0 thereof 1.8% due to
modernization*. Vacancy rate
Income from property letting 2,170.0 2,035.3 6.6% down from 2.7% in 2015 to
Other income from property management 39.3 28.2 39.4% 2.4% in 2016
Income from property management 2,209.3 2,063.5 7.1%
Income from disposal of properties 1,227.9 726.0 69.1% Increase in sales from 15,174
in 2015 to 26,631 in 2016
Carrying amount of properties sold -1,177.7 -658.7 78.8% (thereof 23,930 non-core);
Revaluation of assets held for sale 52.0 51.7 0.6% lower non-core step-up in
Profit on disposal of properties 102.2 119.0 -14.1% 2016 5.4% (2015: 9.2%)
Net income from fair value adjustments of
investment properties
3,236.1 1,323.5 >100% Positive operational
development and high market
Capitalized internal expenses 341.0 174.9 95.0% dynamics for residential
property market in Germany
Cost of materials -1,081.9 -972.5 11.2%
Personnel expenses -353.8 -359.7 -1.6%
Depreciation and amortization -27.0 -13.4 >100% Significant expansion of value
Other operating income 105.3 73.1 44.0% accretive modernization
Other operating expenses -249.5 -263.5 -5.3%
Financial income 27.1 8.0 >100%
Financial expenses -449.0 -418.4 7.3%
Earnings before tax 3,859.8 1,734.5 >100%
Income taxes -1,346.9 -739.8 82.1%
Profit for the period 2,512.9 994.7 >100%
Attributable to:
Vonovia's
shareholders
2,300.7 923.5 >100%
Vonovia's
hybrid capital investors
40.0 40.0 0.0%
Non-controlling interests 172.2 31.2 >100%
Earnings per share (basic and diluted) in € 4.94 2.29 >100%

Balance Sheet (1/2 – Total Assets)

€m (unless indicated otherwise) Dec. 31, 2016 Dec. 31, 2015 Delta
Assets
Intangible assets 2,743.1 2,724.0 0.7%
Property, plant and equipment 115.7 70.7 63.6%
Investment properties 26,980.3 23,431.3 15.1%
Financial assets 585.9 221.7 >100%
Other assets 15.2 158.5 -90.4%
Income tax receivables - 0.1 -100%
Deferred tax assets 19.6 72.3 -72.9%
Total non-current assets 30,459.8 26,678.6 14.2%
Inventories 5.0 3.8 31.6%
Trade receivables 164.4 352.2 -53.3%
Financial assets 153.2 2.0 >100%
Other assets 102.7 113.4 -9.4%
Income tax receivables 34.6 23.1 49.8%
Cash and cash equivalents 1,540.8 3,107.9 -50.4%
Assets held for sale 61.6 678.1 -90.9%
Total current assets 2,062.3 4,280.5 -51.8%
Total assets 32,522.1 30,959.1 5.0%

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

€m (unless indicated otherwise) Dec. 31, 2016 Dec. 31, 2015 Delta
Equity and liabilities
Subscribed capital 466.0 466.0 0.0% Increase results from
Capital reserves 5,334.9 5,892.5 -9.5% revaluation of Deutsche
Retained earnings 6,665.4 4,309.9 54.7% Wohnen
shares partly
Other reserves 1.5 -47.9 >100% compensated by the valuation
of cash flow hedges
Total equity attributable to Vonovia's
shareholders
12,467.8 10,620.5 17.4%
Equity attributable to hybrid capital investors 1,001.6 1,001.6 0.0%
Total equity attributable to Vonovia's
shareholders and hybrid capital
investors
13469.4 11,622.1 15.9%
Non-controlling interests 419.0 244.8 71.2% Mainly repayment
Total equity 13,888.4 11,866.9 17.0% of CMBS GRF 1 and CMBS
GRF2 and repayments of
Provisions 607.9 612.9 -0.8% portfolio loans, issue of EMTN
Trade payables 1.3 0.9 44.4% bonds of total €
2.5bn
Non derivative financial liabilities 11,643.4 13,951.3 -16.5%
Derivatives 19.1 144.5 -86.8% Decrease mainly due to
Liabilities from finance leases 94.7 94.9 -0.2% contractual reductions and
Liabilities to non-controlling interests 9.9 46.3 -78.6% premature terminations
Other liabilities 83.3 25.9 >100%
Deferred tax liabilities 3,769.5 2,528.3 49.1%
Total non-current liabilities 16,229.1 17,405.0 -6.8% The 2016 figures include
purchase price liabilities in the
Provisions 370.8 429.5 -13.7% amount of €
76.1m
Trade payables 138.8 91.6 51.5%
Non derivative financial liabilities 1,727.6 988.6 74.8% The increase results from the
Derivatives 57.5 58.8 -2.2% final maturity of two Bonds in
Liabilities from finance leases 4.5 4.4 2.3% 2017
Liabilities to non-controlling interests 2.7 9.8 -72.4%
Other liabilities 102.7 104.5 -1.7%
Total current liabilities 2,404.6 1,687.2 42.5%
Total liabilities 18,633.7 19,092.2 -2.4%
Total equity and liabilities 32,522.1 30,959.1 5.0%

Non-deal Roadshow China, March 28-30, 2017

FY 2016 / FY 2015 /
Dec. 31, 2016 Dec. 31, 2015
Headcount (eop) 7,437 6,368
EPRA vacancy rate (eop) 2.2% 2.5%
IFRS profit for the period (€/share) 4.94 2.29
Number of units acquired 2,815 168,632
Number of units sold 26,631 15,174
Total residential sqm
('000;
eop)
20,781 22,271
Valuation
parameters
2016 2015
Management
costs per residential unit p.a.
€255 €252
Maintenance costs (ongoing + apt.
improvement per sqm) p.a.
€13.66 p.a. €13.41 p.a.
Discount rate 5.5% 5.8%
Capitalization rate 4.3% 4.7%
Market rent
increase p.a.
1.2% p.a. 1.2% p.a.
Stabilized vacancy rate 2.4% 2.7%
Valuation
results
2016 2015
Net initial yield 4.0% 4.5%
Gross yield 5.7% 6.5%
In-place rent multiple 17.6x 15.4x
Fair Value (€/sqm) 1,264 1,054

Substantial value growth across the portfolio but yield compression clearly more pronounced in some regions than others.

2015 2016 Delta
Fair Value
(€
million)
(€/sqm) Multiple
(in-place
rent)
Residential
units
(€
million)
(€/sqm) Multiple
(in-place
rent)
Residential
units
(€/sqm) Multiple
(in-place
rent)
28% 24%
2,708.4 1,479 17.2 28,262 3,099.8 1,695 19.0 28,203 15% 10%
2,460.9 1,256 16.5 28,214 2,847.4 1,437 18.2 28,669 14% 10%
2,108.7 923 14.7 38,047 2,438.6 1,070 16.4 37,983 16% 11%
2,169.1 808 12.9 43,224 2,370.7 889 13.8 42,834 10% 7%
1,455.3 1,341 17.5 16,622 1,733.2 1,595 20.0 16,644 19% 14%
1,292.4 1,996 22.8 9,543 1,651.9 2,497 26.8 9,773 25% 18%
1,355.3 1,529 17.5 13,743 1,584.7 1,701 19.3 14,303 11% 10%
1,245.5 719 12.2 27,531 1,290.8 758 12.4 27,097 5% 2%
877.8 1,003 14.6 13,575 1,027.1 1,167 16.6 13,668 16% 14%
719.5 850 13.2 14,009 861.2 1,020 15.4 13,989 20% 17%
630.9 898 14.7 11,170 761.6 1,070 17.1 11,339 19% 16%
513.9 812 13.2 9,638 588.9 929 14.5 9,652 14% 10%
389.8 1,386 17.5 4,076 493.3 1,759 21.6 4,063 27% 23%
234.2 900 14.1 4,116 260.7 1,010 15.3 4,089 12% 9%
1,655.0 1,075 15.3 23,931 1,882.5 1,243 17.1 23,514 16% 12%
22,525.7 1,106 15.7 318,264 26,340.7 1,293 17.8 318,274 17% 13%
2,709.2 Fair Value
1,282
Note: Excluding Non-strategic locations; Changes are real case, not like-for-like
18.2 32,563 3,448.3 Fair Value
1,640
22.6 32,454

Y-o-y Valuation Growth

Substantial value growth across the portfolio but movements clearly more pronounced in some regions than others.

Note: Excluding Non-strategic locations; Changes are real case, not like-for-like

Corporate Investment grade rating as of 2015-09-30

Rating agency Rating Outlook Last Update
Standard & Poor's BBB+ Stable 06 September 2016

Bond ratings as of 2015-09-30

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 003 (USD-Bond) 4 years 3.200% US25155FAA49 USD 750m 100.000% 2.970%* 02 Oct 2017 BBB+
Bond 004 (USD-Bond) 10 years 5.000% US25155FAB22 USD 250m 98.993% 4.580%* 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 010A (EMTN) 2 years 0.950%+3M EURIBOR DE000A18V120
750m
100.000% 0.835% hedged 15 Dec 2017 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 012 (EMTN) 2 years 0.380%+3M EURIBOR DE000A185WC9
500m
100.000% 0.140% hedged 13 Sep 2018 BBB+
Bond 013 (EMTN) 8 years 1.250% DE000A189ZX0
1,000m
99.037% 1.250% 06 Dec 2024 BBB+
Bond 14A (EMTN) 5 years 0.750% DE000A19B8D4
500m
99.863% 0.750% 25 Jan 2022 BBB+
Bond 14B (EMTN) 10 years 1.750% DE000A19B8E2
500m
99.266% 1.750% 25 Jan 2027 BBB+

* EUR-equivalent Coupon

Bond KPIs Covenant Level Dec. 31, 2016
LTV
Total Debt / Total Assets <60% 41%
Secured LTV <45% 11%
Secured
Debt / Total Assets
ICR
Last 12M EBITDA / Last 12M Interest
Expense
Unencumbered
Assets
3.68x
225%
Unencumbered Assets / Unsecured Debt >125%
Rating KPIs Covenant Level (BBB+)
Debt to Capital
Total Debt
/ Total Equity + Total Debt
<60%
ICR >1.80x
Last 12M EBITDA / Last 12M Interest
Expense

Conservative Valuation

In-place valuations are still only half of replacement values, in spite of accelerating valuation growth in recent years.

Note: VNA 2010 – 2014 refers to Deutsche Annington Portfolio at the time.

Acquisitions – Opportunistic but Disciplined

conwert Immobilien SE transaction closed in Q1 2017.

Extension - Innovation as Growth Driver

Continuous flow of innovative projects that are all immediately linked to the apartment or customer/rental contract.

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This presentation includes statements, estimates, opinions and projections with respect to anticipated future performance of Vonovia ("forward-looking statements") which reflect various assumptions concerning anticipated results taken from DA'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.

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