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Vonovia SE

Investor Presentation Mar 16, 2023

477_ip_2023-03-16_782d6142-38c9-4570-8bd4-c8a5569e9531.pdf

Investor Presentation

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FY 2022

Earnings Call Presentation.

March 16, 2023

Agenda

1. Business Update & FY 2022 Results pages 3-27

  1. Appendix pages 29-60

Business Update & FY 2022 Results

  • Megatrends
  • Strategy
  • Dividend
  • Free Cash Flow
  • Financing
  • Stress Test Analysis
  • 10-17 Segment Reporting (incl. Mietspiegel detail pages 13-14)
  • 18-19 Valuation & EPRA NTA
  • 20-21 Debt Structure, Debt KPIs, Maturity Schedule
  • Investment Program
  • Energy Efficiency Classes
  • Sustainability Performance Index
  • Update on Investigation
  • 2023 Guidance Update
  • Wrap-up

Our Business Is Supported by Two Dominant Megatrends…

…But the Current Environment is a Short-term Challenge

• In addressing the consequences of the Russian war on Ukraine, central banks around the world have been increasing interest rates at an unprecedented speed.

  • The drawback of Vonovia's stable business model in a regulated market is that it reacts only slowly to the new environment, and the initial impact on our KPIs is negative.
  • However, the new environment also accelerates the relevant megatrends around which we have built our business, leading to even stronger fundamentals in the medium- and long-term.

Urbanization & Supply/Demand Imbalance Climate Change Expected demand, permits, completions ('000 units)1

Appendix Business Update &

FY 2022 Results

Development of green house gas emissions in the building sector (Germany)2

1 Adapted from ZIA forecast based on Empirica and Pestel Institute. 2 Agora Energiewende (2023): "Die Energiewende in Deutschland: Stand der Dinge 2022. Rückblick auf die wesentlichen Entwicklungen sowie Ausblick auf 2023." 2022 is an estimate.

Established 4+2 Strategy Still Relevant

But Focus and Priorities Have Shifted

Appendix Business Update & FY 2022 Results

Reputation & Customer Satisfaction
Property Management
Rent growth momentum accelerating

Vacancy rate at record low

Collection rate at all-time high

Continuous improvements in Cost per Unit and EBITDA
Mergers &
Acquisitions
Financing Operations margin
Diverse funding
sources

General strategy for 2023 is to roll over secured financing

and repay unsecured bonds to delever
and meet internal
debt KPIs
2023 refinancing needs partly hedged with €1bn zero cost

swaption
collar

Commitment to pause external growth as long as

debt KPIs are not yet in the target ranges and
cost of capital is elevated and acquisitions are not

accretive
Portfolio Management Reduced investment program to reflect higher cost of capital

and return requirements

Revised portfolio clustering to identify disposal assets and
reallocate capital

Additional opportunistic disposals not excluded
European
Expansion

In 2018, Vonovia had acquired a 10% stake in the
Value-add Additional services: renewable energy, predictive

maintenance, smart metering, multimedia

Leverage scale, know how and experience
Monetize platform value by rolling out service business to

third-parties
French residential company Vesta
for a gross
consideration of ca. €87m.
Vonovia is selling its full stake to two co-investors at

a price in excess of the acquisition price.

As a consequence, Vonovia will have no financial
involvement in the French real estate market.
Core Strategies Opportunistic Strategies

Capital Discipline Is Key In This Environment

Continuous Adjustments to A Changing Environment

Appendix Business Update & FY 2022 Results

1 46% average acceptance rate over last six years. 2 Cash from selling 3,000 units @25% FV step-up (to the extent it is not yet accounted for in EBITDA) netted against capitalized maintenance of ~€12/sqm.

Free Cash Flow

Significant Cash Generation Expected for 2023

  • Business expected to be clearly cash flow positive in 2023.
  • Reduced portfolio investment program as a result of increased return hurdles for investments.
  • Liquidity position of €1.3bn cash on hand as per YE2022 (plus €3.0bn RCF/CP and €0.6bn EIB loan before 2023E free cash flow generation).
JV structures Ongoing negotiations
but current investigation not helpful
Municipalities Clear interest from social democrat gov'ts with tight markets
DW healthcare Vonovia is supportive of a disposal but only at the right terms
Non-core Residential
assets with little strategic relevance
MFH Low-yielding assets in top locations; few deals as
market is slow
Commercial assets ~€1bn across granular
asset base. First tranche in the market
Development Sales primarily to owner occupiers; global exits also possible

1 Cash from selling 3,000 units @25% FV step-up (to the extent it is not yet accounted for in EBITDA) netted against capitalized maintenance of ~€12/sqm. 2 46% average acceptance rate over last six years.

Financing

Refinancing Needs for 2023 Largely Addressed

Unsecured maturities of €2.2bn in 2023 vs. ~€4.0bn estimated free
cash expected for 2023.
  • General strategy for 2023 is to roll over secured financing and buy back/repay unsecured bonds with excess cash to delever and meet internal debt KPI targets.
  • €550m secured loan agreed (10 year maturity)
  • €1bn zero cost swaption collar in place to hedge part of 2023 refinancing needs.
  • Additional negotiations about rolling over secured financing are well underway.
  • €3bn RCF/CP and €0.6bn loan from EIB.
Secured bank
financing1
Unsecured
corporate bonds
2023 €1.2bn €2.2bn
2024 €1.1bn €2.0bn

Q-by-Q Maturity Schedule 2023 & 2024 (€m)

Stress Test Analysis to Test Bond KPI Headroom

All Bond Covenants Screen Safe Even in Highly Adverse Scenario

Appendix Business Update &

Segment Overview

Group FFO p.s. up 17.3%

€m (unless indicated otherwise) FY 2022 FY 20212 Delta
Total Segment Revenue 6,256.9 5,216.6 +19.9%
Adj. EBITDA Rental 2,233.5 1,778.5 +25.6%
Adj. EBITDA Value-add 126.7 153.8 -17.6%
Adj. EBITDA Recurring Sales 135.1 113.2 +19.3%
Adj. EBITDA Development 183.2 185.4 -1.2%
Adj. EBITDA Nursing 84.6 23.5 >100%
Adj. EBITDA Total 2,763.1 2,254.4 +22.6%
FFO interest expenses -493.8 -397.7 +24.2%
Current income taxes FFO -145.0 -65.2 >100%
Consolidation1 -88.7 -97.1 -8.7%
Group FFO 2,035.6 1,694.4 +20.1%
of which non-controlling interests 91.3 40.0 >100%
Group FFO after non-controlling
interests
1,944.3 1,654.4 +17.5%
Number of shares (eop) 795.8 776.6 +2.5%
Group FFO p.s. (eop
NOSH)
2.56 2.18 +17.3%
Group FFO p.s. (after non-controlling
interests)
2.44 2.13 +14.6%

• Absolute growth predominantly driven by larger portfolio volume (DWNI fully included in 2022 and for Q4 only in 2021).

Appendix Business Update &

FY 2022 Results

  • 2022 Rental Segment does not reflect full potential as most synergies from DWNI are still to come (€20m in 2022, €88m in 2023E, €105m in 2024E; €135m full run rate after 2024E).
  • Value-add negatively impacted by lower investment volume.
  • Recurring Sales with slightly lower volume but higher sales prices and profitability y-o-y.
  • Development Segment continued to deliver gross margins of ca. 20%.
  • Increase in interest expenses driven by larger debt volume following DWNI acquisition.
  • Increase in current income taxes driven by higher development volume plus interest gains and nursing operations on Deutsche Wohnen level.

1Based on new definition 2022 without elimination of IFRS 16 effects. Comprised intragroup profits of €+4.7m (2021: €-37.8m), gross profit of development to hold of €-93.3m (2021: €-84.9m), (FFO-at-equity-effect Deutsche Wohnen 2021: €+25.6m). 2 Prior-year figures adjusted to new Adjusted EBITDA definition (excluding results from investments accounted for using the equity method). Adjustments: Adjusted EBITDA Total/GFFO 2021: €14.9m. FY 2021 numbers restated as Q4 2021 DWNI contribution is now allocated to the segments and no longer reported as a separate segment (cf. Note A2 "Adjustment to Prior-year Figures" in the 2022 annual report).

Rental Segment

Increasing Performance in Core Operations

  • Revenue growth in relative terms exceeds expense growth already before material synergy realization.
  • 2022 includes €20m synergies from Deutsche Wohnen.
  • Pro forma inclusion of 2023E synergies indicates highly positive direction for both EBITDA margin and cost per unit this year.

Deutsche Wohnen. 2 Prior-year figures adjusted to new Adjusted EBITDA definition (excluding results from investments accounted for using the equity method). FY 2021 numbers restated as Q4 2021 DWNI contribution is now allocated to the segments and no longer reported as a separate segment (cf. Note A2 "Adjustment to Prior-year Figures" in the 2022 annual report). 3 Including the estimated €88m synergies for 2023.

Rental Segment

Positive Momentum

2020 & 2021 excl. and 2022 incl. Deutsche Wohnen. 1 excl. one-off effect of 0.6% due to the Berlin Rent Freeze Legislation becoming unconstitutional.

Appendix Business Update & FY 2022 Results

Accelerating Mietspiegel Growth in 2022

Majority of Mietspiegel Turned Out Higher than Previous Versions

Mietspiegel (MSP) are a market-based instrument Accelerating Mietspiegel growth in 2022

  • A Mietspiegel defines the benchmark for the local comparable rental levels. As of July 1, 2022, Mietspiegel legislation requires all cities and towns with >50k inhabitants to publish a Mietspiegel.
  • A Mietspiegel can be detailed ("qualifizierter MSP") or simple ("einfacher MSP").
  • Generally speaking, a detailed Mietspiegel is much more robust and usually considered more reliable by local courts in case the rental level is legally challenged.
  • At least every four years, a detailed Mietspiegel must be recalculated bottom up and based on comprehensive market data. If a municipality fails to comply, the detailed Mietspiegel becomes invalid and the municipality falls under the simple ("einfacher") Mietspiegel regime.
  • The coalition agreement includes the objective of making detailed Mietspiegel mandatory for municipalities with 100k+ inhabitants.

Appendix Business Update &

FY 2022 Results

The chart shows the average MSP rent growth as it applies to Vonovia's portfolio; it is not automatically the rent growth that can be implemented for all units.1

1 Limiting factors why the headline MSP growth may not apply to all units in our portfolio can include: units are subsidized (Mietspiegel does not apply), units are vacant, lease agreement is younger than 15 months, maximum rent growth over three years ("Kappungsgrenze"; currently 15% or 20%) has already been achieved, rent level is already at or above Mietspiegel (recent new letting, modernization), modernization investment is planned or underway. 2 Simple average, excluding Berlin.

Mietspiegel Expectations 2023 & 2024

Appendix Business Update & FY 2022 Results

Est. timing for update1
Detailed
MSP
("qualifiziert").
Article 558d
Section 2 of the
German Civil
Code requires
that they are
1. MSP full bottom-up

Based on local market data and calculated on
the basis of rent levels agreed for comparable
apartments over the last six years.
The data must be representative
(a true and

fair reflection of the local rental levels) and based
on a scientifically recognized methodology
which must be properly documented.

A bottom-up MSP must be prepared at least
every other Mietspiegel cycle, i.e. at least every
four years; (most time-consuming and
expensive alternative).
Munich
Dortmund
Leipzig
Hanover
Hamburg
Lübeck
Bonn
Essen
Potsdam
Bremen
Dresden
Stuttgart

Q1 2023. 21% headline growth2

Q1 2023

Q2 2023

Q3 2023

Q4 2023
Q1 2024

Q2 2024

Q3 2024


Q3 2024

2024 (no MSP yet)

Q4 2024

Q4
2024

Special case Berlin:
Following 2021 MSP, which

was a "rollover" based on
CPI, the next MSP update is
due in 2023.

There is not enough lead
time to publish a bottom-up
MSP in time.
updated every
two years.
There are three
options for an
update.
2. MSP "rollover" based on CPI

Based on backward-looking
CPI no later than
two years after the data collection of the
previous MSP.
Bochum
Kiel
Frankfurt
Braunschweig

Q2 2023

Q2 2023

Q2 2024

Q3 2024

We consider it likely that
Berlin will implement a
simple MSP in 2023 to
bridge the gap before they
return to a full bottom-up
Mietspiegel in 2024.
3. MSP
based on market sample
Similar to option 1 but based on a smaller data

set.
Bielefeld Q1 2024
Simple
MSP
("einfach")

Less robust and usually considered less reliable
by local courts in case the rental level is legally
challenged.
Cologne
Osnabrück
Duisburg
Düsseldorf

Q2
2023

Q3 2023

Q4 2023

Q4 2023

1 Vonovia estimate based on publication date of previous Mietspiegel and/or best guess based on local market knowledge. 2 Growth rate for the 2023 MSP as published by City of Munich. Actual impact on Vonovia portfolio in Munich still to be determined and expected to be lower.

Value-add Segment

Higher Expenses Continued to Absorb Revenue Growth

Appendix Business Update & FY 2022 Results

  • Continued revenue growth, both externally and internally.
  • Contribution of craftsmen organization was negatively impacted by reduced investment volume, technological change in planned heating systems, inflationary pressure as well as Covid-19 safety measures and increased absence ratio due to sickness and quarantine (resulting in higher outsourcing ratio).
  • General labor shortage leads to higher reliance on subcontractors, which are more expensive than insourcing.

Adj. EBITDA Value-add contributions

Value-add Segment (€m) FY 2022 FY 20211 Delta
Revenue Value-add 1,272.0 1,176.3 +8.1%
of which external 119.6 67.7 +76.7%
of which internal 1,152.4 1,108.6 +4.0%
Operating expenses Value-add -1,145.3 -1,022.5 +12.0%
Adj. EBITDA Value-add 126.7 153.8 -17.6%

IDEA ANALYSIS PROOF OF CONCEPT PILOT ROLLOUT DETAILED ANALYSIS POOL OF IDEAS Stage-Gate Stage-Gate Stage-Gate Stage-Gate Stage-Gate Extensive Testing and Measured Rollout of Value-add Initiatives to Minimize Risk

1FY 2021 numbers restated as Q4 2021 DWNI contribution is now allocated to the segments and no longer reported as a separate segment (cf. Note A2 "Adjustment to Prior-year Figures" in the 2022 annual report).

2023-03-16 | FY 2022 Earnings Call 15

Recurring Sales Segment

Robust Volumes and Fair Value Step-up But Market Was Difficult in Q4 and Remains Difficult in Q1 2023

Appendix Business Update & FY 2022 Results

  • Challenging market conditions kept FY2022 volumes short of guidance but both volume and FV step-up were in line with prior year.
  • Q4 2022 represented 32% of total annual volume (strongest volume since Q1 2021); FV step-up in Q4 2022 smaller but still 28%.
  • Q1 2023 off to a slow start.
  • Long-term sales potential for Recurring Sales with a dedicated subportfolio of ca. 50k units (57% in Germany and 43% in Austria).
Recurring Sales Segment (€m) FY 2022 FY 20211 Delta
Units sold 2,710 2,803 -3.3%
Revenue from recurring sales 543.4 491.2 +10.6%
Fair value -391.6 -355.5 +10.2%
Adjusted result 151.8 135.7 +11.9%
Fair value step-up 38.8% 38.2% +60bps
Selling costs -16.7 -22.5 -25.8%
Adj. EBITDA Recurring Sales 135.1 113.2 +19.3%
Free Cash2 474.7 447.1 +6.2%
Cash conversion3 87% 91% -400bps

Historical Recurring Sales volumes and FV step-up4 0% 10% 20% 30% 40% 50% 2,000 500 1,000 1,500 2,500 3,000 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Sold units FV step-up Guidance (units sold) Guidance (FV step-up)

1FY 2021 numbers restated as Q4 2021 DWNI contribution is now allocated to the segments and no longer reported as a separate segment (cf. Note A2 "Adjustment to Prior-year Figures" in the 2022 annual report). 2 Revenue minus selling costs minus taxes. 3Free cash in relation to revenue. 42018 onwards also including Recurring Sales in Austria.

Development Segment

Profitable Business But Market Is Getting More Difficult

Appendix Business Update & FY 2022 Results

• Development continues to be an attractive business with healthy gross margins in a supply-constrained market.

  • 3,749 units completed in 2022 (1,678 to sell, 2,071 to hold).
  • Increasing number of projects are being shifted towards Development to sell.
  • Most new constructions sold to retail investors / owner occupiers but projects also made ready for global exits.

Assets under construction: ratio to hold vs. to sell

Development Segment (€m) FY 2022 FY 20211 Delta
Revenue from
disposal of to-sell properties
560.6 505.6 +10.9%
Cost of Development
to sell
-440.4 -370.1 +19.0%
Gross profit
Development to sell
120.2 135.5 -11.3%
Gross margin Development to sell 21.4% 26.8% -540bps
Fair value
Development to hold
433.9 404.1 +7.4%
Cost of Development to hold2 -340.6 -319.2 +6.7%
Gross
profit Development to hold
93.3 84.9 +9.9%
Gross margin Development to hold 21.5% 21.0% +50bps
Rental revenue Development 3.5 2.1 +66.7%
Operating expenses Development -33.8 -37.1 -8.9%
Adj. EBITDA Development 183.2 185.4 -1.2%

Note: This segment includes the contribution of to sell and to hold constructions of new buildings. Not included is the construction of new apartments by adding floors to existing buildings. 1 FY 2021 numbers restated as Q4 2021 DWNI contribution is now allocated to the segments and no longer reported as a separate segment (cf. Note A2 "Adjustment to Prior-year Figures" in the 2022 annual report). 2 Excluding €2.5m (2021: €0.9m) capitalized interest.

Full Year Largely Flat – H1 Valuation Essentially Reversed by Value Decline in H2

• P&L impact 2022 of -€1,270m

  • -€686m standing portfolio
  • -€452m development projects Deutsche Wohnen (now carried at cost instead of estimated disposal price)
  • -€132m nursing and assisted living
  • 2022 l-f-l value change of standing portfolio +0.5% (-0.5% excluding investments).
  • H2 2022 value decline of 3.9%.
  • Standing portfolio now valued at 28.1x in-place rent equaling 3.6% gross yield.
  • Value per sqm of €2,590 (German portfolio) including the land compares5 to
    • ~€3,600 median purchase price for existing condos
    • ~€5,300 median purchase price for new constructions

Valuation KPIs Dec. 31, 2022 (Standing Portfolio3)

Germany Sweden Austria VNA Total
In-place rent
multiple
29.2x 20.1x1 25.8x1 28.1x
Fair value
€/sqm
2,590 2,248 1,742 2,519
L-f-l value growth2,4 0.7% -1.3% 0.4% 0.5%
value €bn3
Fair
80.1 6.9 3.0 90.0

1 In-place rents in Austria and Sweden are not fully comparable to Germany, as Sweden includes ancillary costs and Austria includes maintenance and property improvement contributions from tenants. The data above shows the rental level unadjusted to the German definition. 2 Local currency. 3 Excluding €4.7bn for undeveloped land, inheritable building rights granted (€0.3bn), assets under construction (€0.6bn), development (€2.1bn), nursing and assisted living (€1.1bn) and other (€0.7bn). 4 L-f-l calculation of property portfolio excl. undeveloped land etc. 5 Value Data Insights (formerly empirica-systeme), Q4 2022.

EPRA NTA

EPRA NTA -8.2% y-o-y, driven by deferred tax adjustments in the context of new portfolio clustering and asset revaluation.

EPRA NTA
(€m)
(unless indicated otherwise)
Dec. 31, 2022 Dec. 31, 20211 Delta
Total equity attributable to Vonovia shareholders 31,331.5 32,896.7 -4.8%
Deferred tax in relation to FV gains of investment properties2 16,190.0 18,438.4 -12.2%
FV of financial instruments3 -117.5 28.6 -
Goodwill as per IFRS balance sheet -1,529.9 -2,484.1 -38.4%
Intangibles as per IFRS balance sheet €### -129.6 -238.8 -45.7%
EPRA NTA 45,744.5 48,640.8 -6.0%
NOSH (million) 795.8 776.6 +2.5%
EPRA NTA (€/share) 57.48 62.63 -8.2%
€/share
62.6
2.6 -2.4 -0.5 -2.1
###
-2.3 -0.4 57.5
12/21 FFO Dividend FY2021 Write-offs at-equity
investments4
Revaluation &
Depreciation/Amortization
Deferred tax
adjustments
Currency / Other 12/22

1 2021 adjusted after finalization of PPA Deutsche Wohnen. 2 Hold portfolio only. 3Adjusted for effects from cross currency swaps. 4 Adler Group S.A. -€160.6m impairment loss and -€90.8m based on equity method accounting, QUARTERBACK Immobilien AG -€167.8m impairment loss and -€8.5m based on equity method accounting.

Debt Structure

Well-balanced and Long-term Maturity Profile with Diverse Funding Mix

2023-03-16 | FY 2022 Earnings Call 20

12%

2%

30%

3%

53%

• Diverse funding mix with no more than 11% of debt maturing annually.

  • Combination of LTV, ND/EBITDA, ICR, fixed/hedged debt ratio and maturity profile key in overall funding strategy.
  • Well-balanced maturity profile and heterogeneous funding mix safeguard sufficient flexibility for future refinancings.

1Incl. Inhaberschuldverschreibungen (bearer bonds). 2 Incl. Namensschuldverschreibungen (registered bonds) and Schuldscheindarlehen (promissory notes).

5,000

€m

Appendix Business Update & FY 2022 Results

Net Debt/EBITDA Multiple, LTV & ICR

Appendix Business Update & FY 2022 Results


LTV target: towards lower end of 40-45% range.

Net debt/EBITDA target: ca. 14-15x.
ICR of at least 3.5x.
Net debt/EBITDA multiple
€m (unless indicated otherwise)
Dec. 31,
2022
Dec. 31,
2021
Net debt (average last five quarters) 43,690.9 32,347.1
Adj. EBITDA (LTM) 2,763.1 2,269.3
Net debt/EBITDA multiple 15.8x 14.3x
ICR
€m (unless indicated otherwise)
Dec. 31,
2022
Dec. 31,
2021
Adj. EBITDA (LTM) 2,763.1 2,269.3
LTV
€m (unless indicated otherwise)
Dec. 31,
2022
Dec. 31,
20211
Delta
Non-derivative financial liabilities 45,059.7 47,229.5 -4.6%
Foreign exchange rate effects -50.0 -36.1 +38.5%
Cash and cash equivalents2 -1,302.4 -1,932.4 -32.6%
Net debt 43,707.3 45,261.0 -3.4%
Sales receivables/prepayments -387.2 -69.9 >100%
Adj. net debt 43,320.1 45,191.1 -4.1%
Fair value of real estate portfolio 94,694.5 97,845.3 -3.2%
Loans to companies holding immovable
property and land
809.8 1,042.1 -22.3%
Shares in other real estate companies 547.4 752.4 -27.2%
Adj. fair value of real estate portfolio 96,051.7 99,639.8 -3.6%
LTV 45.1% 45.4% -30bps

1 2021 adjusted after finalization of PPA Deutsche Wohnen. 2 Incl. time deposits not classified as cash equivalents. Adj. EBITDA (LTM) as published.

Net Cash Interest (LTM) 502.6 390.4

ICR 5.5x 5.8x

Investments

Elevated Cost of Capital Lead to Slowdown in 2022 and Even More in 2023E

Investment Program Development to Sell

  • Investment program includes Apartment Modernization (Optimize Apartment), Energy-efficient building modernization (Upgrade Building) and Space creation.
  • 2023E volume substantially below prior years as a result of revised capital allocation.
  • Investment hurdles have been increased to reflect higher cost of capital.
  • Optimize Apartment yields have increased to >10%.
  • 2024E investment program also depending on leverage target achievement.

  • €3.7bn (3.6% of balance sheet) committed.

  • No additional capital to be committed at this point.
  • Recycling of inventory.
  • Development to sell is a self-financing entity, i.e. new projects must be financed through disposals of finished developments.
  • Most new constructions sold to retail investors / owner occupiers but projects also made ready for global exits.
  • Remains an attractive business in light of growing supply/demand imbalance.

1 Calculated as investment amount over fair value; 2023E based on 2022 fair value.

Energy Efficiency Classes

Vonovia Is Ahead of the Market Thanks to an Early Start and Comprehensive Investments

Appendix Business Update & FY 2022 Results

1 Agora Energiewende (2023): "Die Energiewende in Deutschland: Stand der Dinge 2022. Rückblick auf die wesentlichen Entwicklungen sowie Ausblick auf 2023." Data based on EPCs.

Sustainability Performance Index (SPI)

Measurable Targets for Non-financial KPIs

  • The SPI is the leading quantitative, nonfinancial metric to measure sustainability performance in the most relevant areas (based on materiality matrix).
  • SPI reporting is audited by our statutory auditor (limited assurance).
  • The SPI has a weight of 25% in the long-term incentive plan for the management board as well as for the leadership group below.
  • Initial annual target always set at 100% on the basis of the individual categories; i.e. to achieve the target of 100%, all six individual targets must be fully achieved.
SPI 2021
Actuals
2022
Actuals
2023
Targets
1 CO2
intensity in the portfolio
1
(German
portfolio)
38.4
kg CO2e/sqm/ p.a.
33.0
kg CO2e/sqm/ p.a.
Roughly same level as
previous year
2 Average primary energy need of new
constructions2
38.6
kWh/sqm
p.a.
37.7
kWh/sqm
p.a.
31.3
3 Ratio of senior-friendly apartment
refurbishments among all new
lettings3
30.0% 32.4% ~10%
4 Customer satisfaction4 +4.5% +1.3% In line with prior year
5 Employee satisfaction5 +5% -8% Higher than prior
year
6 Workforce gender diversity
(1st and 2nd level below top
management.)6
28.0% 25.1% 28.6%
109% 103%

1 Total portfolio, based on final energy demand as per EPCs and in relation to lettable floor space. Includes specific CO2 factors from district heating providers. 2023 target in light of the fact that CO2 intensity in 2022 was lower than expected. 2021 excl., 2022 & 2023 incl. Deutsche Wohnen 2 Based on energy performance certificates, excluding pure commercial spaces and floor additions. 2021 excl. Deutsche Wohnen 3 Includes both apartment refurbishments upon churn as well as on tenants' request; number of new lettings excl. newly constructed apartments. 2021 & 2022 excl., 2023 target incl. Deutsche Wohnen. 2023 accounts for temporarily reduced investment program. 4 2021 & 2022 excl., 2023 target incl. Deutsche Wohnen. 5 2021 & 2022 excl., 2023 target incl. Deutsche Wohnen. Compared to 2019 survey (including Germany and Austria. Sweden did not participate in the 2019 survey.). 6 2021 excl. Deutsche Wohnen. Data excludes nursing and assisted living segment.

Appendix Business Update &

Update on Investigation

Accusations Made Against (Former) Employees

Appendix Business Update & FY 2022 Results

What are the
allegations?
On March 7, 2023, authorities searched two of Vonovia's offices in connection with allegations against (former)
employees and external parties accused of fraud, embezzlement, collusive tendering, and commercial bribery
related to the awarding of contracts to subcontractors and to the detriment of Vonovia. No allegations are made
against Vonovia.
What is the
impact?
Based on the information currently available to Vonovia, the maximum order volume with third-party companies
potentially affected by the investigations for 2022 is less than 1% of the maintenance and investment volume and
at similarly low levels in prior years. The actual impact is expected to be only a fraction of that. Vonovia and our
auditor therefore agree that the allegations do not have a material impact on the company's net assets, financial
position and results of operations.
What is
Vonovia's
reaction?
Vonovia has set up an internal task force headed by the General Counsel and sponsored by CFO Philip Grosse to
investigate any potential
involvement of individuals within Vonovia, including its decision making bodies;

breach of duties by representatives of Vonovia;


impact on Vonovia's
customers;

claims by Vonovia against third parties.
In this context, Vonovia has mandated Deloitte and Hengeler
Mueller to conduct a comprehensive internal
investigation, including a review of our internal control system.
What can
investors
expect?
A comprehensive and diligent internal investigation. Results are expected to be available in a few months.

Full cooperation with authorities.


Adjustments to processes, if warranted based on the results of the investigation.
Market updates when material new information becomes available.

2023 Guidance Update

  • Update reflects higher uncertainty around volumes and profitability for disposals.
  • Expectations for operating business remain unchanged.
Actuals 2022 Initial Guidance 2023
(Nov. 2022)
Updated Guidance 2023
(Mar. 2023)
Total
Segment Revenue
€6,256.9m €6.8bn -
€7.4bn
€6.4bn -
€7.2bn
Rental Revenue €3,163.4m €3.15bn -
€3.25bn
€3.15bn –
€3.25bn
Organic rent growth (eop) 3.3% Higher than 2022 Higher than 2022
Recurring Sales (# of units) 2,710 3,000

3,500
3,000

3,500
FV step-up Recurring Sales 39% ~25% ~25%
Adj. EBITDA Total €2,763.1m €2.8bn -
€2.9bn
€2.6bn -
€2.85bn
Group FFO €2,035.6m Slightly below 2022 €1.75bn -
€1.95bn
Dividend €0.85 (~35% of Group FFO
after non-controlling interests)
~70% of Group FFO
after non-controlling interests
~70% of Group FFO
after non-controlling interests
Investments Portfolio Investments: €837.4m
Space creation: €607.1m
Portfolio Investments: ~€500m
Space creation: ~€350m
Portfolio Investments: ~€500m
Space creation: ~€350m
SPI1 103% ~100% ~100%

Wrap-up

Financing terms and the transaction market are still challenging, requiring us to navigate cautiously through this period of uncertainty.

However, the operating business remains on track and the environment in our rental markets remains highly favorable, particularly with regards to the dominant megatrends that drive our business.

Appendix Business Update &

1. Business Update & FY 2022 Results pages 3-27

  1. Appendix pages 29-60

Appendix

  • 30 FY2022 Dividend
  • 31-33 Regional Markets & Portfolio Clustering
  • 34 Illustrative Mietspiegel Mechanics
  • 35 Evolution of Fluctuation
  • 36 Vonovia SE statutory accounts
  • 37-42 ESG
  • 43-44 Bond Overview & Covenants
  • 45-55 Residential Market Data
  • 56-57 Vonovia Shares
    • 58 IR Contact & Financial Calendar
    • 59 Disclaimer

In addressing the consequences of the Russian war on Ukraine, central banks around the world have been increasing interest rates at an unprecedented speed.

The drawback of Vonovia's stable business model in a regulated market is that it reacts only slowly to the new environment, and the initial impact on KPIs is negative.

However, the new environment also accelerates the relevant megatrends around which we have built our business, especially the supply/demand imbalance in urban areas and the need to fight climate change. This will lead to even stronger fundamentals in the medium- and long-term.

As dividend continuity is a key priority for Vonovia, offering an adequate dividend remains an important objective in light of a significant part of our shareholder base who counts on dividends as a form of shareholder returns.

However, in the current environment, capital discipline is also critical. The decision on the dividend is not black or white, and it is therefore prudent to adjust the payout ratio for the FY2022 dividend and strike an appropriate balance between capital discipline and returns to shareholders.

In Germany, it is for the annual general meeting and for our shareholders to decide but we believe our proposal of €0.85 per share incl. a scrip option strikes such an appropriate balance. And from a cash point of view, we estimate the expected cash out to be around €350 million given the scrip component. No matter how cautious one is about the strength of our balance sheet – this amount cannot be the make-or-break difference.

Our decision underlines our responsiveness to what shareholders expect regardless of our firm conviction with respect to the medium- and long-term robustness of our business model.

So by proposing a cut to the 2022 dividend we show that we take capital discipline serious in this regard as well. But not paying any dividend for last year is too extreme. It would be unnecessary and send the wrong message about the stability of our business and may further increase our cost of equity.

Both Management and Supervisory Board consider the 2022 dividend cut to be an exception and remain fully convinced of Vonovia's stability. Both boards explicitly confirm the general and unchanged dividend policy of paying out ca. 70% of Group FFO after minorities. This policy makes sure that retained earnings plus the proceeds from Recurring Sales provide sufficient funds to sustain the investments for our climate path.

Regional Markets

Balanced Exposure to Relevant Growth Regions

Appendix Business Update & FY 2022 Results

Fair value1 In-place rent
Regional Markets
(Dec. 31, 2022)
(€m) (€/sqm) Residential
units
Vacancy
(%)
Total
(p.a., €m)
Residential
(p.a., €m)
Residential
(€/sqm/
month)
Organic rent
growth
(y-o-y, %)
Multiple
(in-place
rent)
Purchase power
index (market
data)2
Market rent
increase forecast
Valuation (% p.a.)
Average rent
growth (LTM, %)
from Optimize
Apartment
Berlin 27,794 3,123 144,094 1.1 793 756 7.38 3.2 35.0 84.0 2.0 37.9
Rhine Main Area (Frankfurt, Darmstadt, Wiesbaden) 7,545 3,164 36,869 2.7 259 248 9.14 3.8 29.2 103.3 1.9 32.2
Dresden 5,769 2,081 45,318 2.4 219 204 6.63 2.6 26.3 85.8 1.8 22.2
Rhineland (Cologne, Düsseldorf, Bonn) 5,632 2,628 31,744 1.9 206 196 7.98 2.9 27.4 100.4 1.8 29.4
Southern Ruhr Area (Dortmund, Essen, Bochum) 5,509 2,045 42,997 2.3 219 213 6.85 3.5 25.2 89.0 1.6 29.8
Hamburg 3,654 2,825 20,131 0.9 123 118 7.87 4.1 29.8 97.5 1.7 38.1
Hanover 3,212 2,226 22,099 2.2 125 118 7.21 3.9 25.8 89.8 1.7 32.8
Kiel 3,137 2,088 25,331 1.9 127 122 7.09 3.2 24.6 75.7 1.7 35.2
Munich 3,062 4,309 10,560 1.1 78 74 9.10 2.1 39.2 119.2 2.0 46.7
Stuttgart 2,514 2,939 13,359 1.6 88 85 8.63 2.7 28.6 102.6 1.9 28.1
Northern Ruhr Area (Duisburg, Gelsenkirchen) 2,227 1,461 24,490 2.2 115 112 6.30 2.6 19.3 80.4 1.3 24.2
Leipzig 2,161 2,148 14,200 2.2 78 71 6.46 2.4 27.7 77.6 1.7 21.1
Bremen 1,559 2,131 11,736 1.9 57 55 6.51 3.8 27.3 83.1 1.8 28.4
Westphalia (Münster, Osnabrück) 1,236 1,980 9,442 1.9 51 50 6.92 2.8 24.1 89.6 1.7 26.5
Freiburg 802 2,889 4,036 1.2 28 27 8.22 2.8 29.1 86.3 1.7 34.4
Other Strategic Locations 3,750 2,096 27,618 2.5 154 149 7.30 2.9 24.3 1.7 32.7
Total Strategic Locations 79,565 2,596 484,024 1.8 2,720 2,596 7.41 3.2 29.2 1.8 31.0
Non-Strategic Locations 505 1,911 3,635 1.9 23 19 6.85 2.5 21.5 1.6 31.7
Total Germany 80,069 2,590 487,659 1.8 2,744 2,615 7.40 3.2 29.2 1.8 31.0
Vonovia Sweden3 6,876 2,248 39,453 3.4 342 317 9.73 3.1 20.1 2.1 -
Vonovia Austria3 3,027 1,742 21,412 4.9 117 93 5.18 7.7 25.8 1.7 -
TOTAL 89,972 2,519 548,524 2.0 3,202 3,025 7.49 3.3 28.1 1.8 n/a

1 Fair values excluding €4.7bn for undeveloped land, inheritable building rights granted (€0.3bn), assets under construction (€0.6bn), development (€2.1bn), nursing and assisted living (€1.1bn) and other (€0.7bn). 2 Source: GfK (2023). Data refers to the specific cities indicated in the table, weighted by the number of households where applicable. 3 Based on the country-specific definition. In-place rents in Austria and Sweden are not fully comparable to Germany, as Sweden includes ancillary costs and Austria includes maintenance and property improvement contributions from tenants. The table above shows the rental level unadjusted to the German definition.

Valuation

Value Changes Across the Different Markets

Appendix Business Update & FY 2022 Results

Regional Market Fair Value1
(€m)
Fair Value1
(€/sqm)
2022 Total
Fair
Value
Growth (l-f-l)
Berlin 27,794 3,123 0.1%
Rhine Main Area 7,545 3,164 -1.9%
Dresden 5,769 2,081 -1.8%
Rhineland 5,632 2,628 1.8%
Southern Ruhr Area 5,509 2,045 4.2%
Hamburg 3,654 2,825 0.1%
Hanover 3,212 2,226 1.8%
Kiel 3,137 2,088 0.8%
Munich 3,062 4,309 2.6%
Stuttgart 2,525 2,939 -0.5%
Northern Ruhr Area 2,227 1,461 3.8%
Leipzig 2,161 2,148 0.5%
Bremen 1,559 2,131 5.2%
Westphalia 1,236 1,980 5.4%
Freiburg 802 2,889 1.9%
Other Strategic
Locations
3,750 2,096 1.8%
Non-Strategic Locations 494 1,911 -3.4%
Germany Total 80,069 2,590 0.7%
Sweden 6,876 2,248 -1.3%
Austria 3,027 1,742 0.4%
Vonovia Total 89,972 2,519 0.5%

1 Fair values excluding €4.7bn for undeveloped land, inheritable building rights granted (€0.3bn), assets under construction (€0.6bn), development (€2.1bn), nursing and assisted living (€1.1bn) and other (€0.7bn).

Portfolio Clustering

Multiple Sales Channels - Proceeds Used for Organic Funding and Capital Reallocation

Appendix Business Update & FY 2022 Results

Dec. 31, 2022 Resi
units
In-place rent
(€m
p.a.)
In-place
rent
(€/sqm)
Vacancy
rate
Fair value
(€m)
Fair value
(€/sqm)
Gross yield Recurring Sales:
~29k units. Individual apartment sales
Proceeds used
mainly for
Strategic 421,221 2,305 7.33 1.7% 66,959 2,550 3.5% Guidance FY2023: 3,000 –
3,500
units. All of Austrian portfolio is also
organic
funding of
investment
program
Urban Quarters 339,604 1,835 7.32 1.6% 54,915 2,623 3.4% Recurring Sales potential.
Urban Clusters 81,617 470 7.38 2.1% 12,044 2,261 4.0% Proceeds
used mainly
for
reallocation
of capital
Recurring
Sales
28,541 174 7.32 2.5% 5,170 2,589 3.5% MFH Sales:
MFH
Sales
23,531 174 9.27 1.7% 6,166 3,939 2.9% (i)
located outside of Urban Quarters
(ii)
with an in-place or target rent
reflecting a gross yield of <3.5%.
Non Core 14,366 90 6.45 3.2% 1,774 1,623 5.3% Assets to be sold opportunistically.
Germany 487,659 2,744 7.40 1.8% 80,069 2,590 3.5%
Sweden 39,453 342 9.73 3.4% 6,876 2,248 5.0%
Austria 21,412 117 5.18 4.9% 3,027 1,742 4.1% Non Core:
~14k units. Assets to be sold
Total 548,524 3,202 7.49 2.0% 89,972 2,519 3.7% opportunistically.

Illustrative Mietspiegel Mechanics (Simplified)1

Mietspiegel Growth Follows Market Rent Growth With A Delay

1 Illustrative view to show general mechanics. Not accounting, inter alia, for selective/incomplete data set to determine the market rent level and ignoring restrictions from Kappungsgrenzen.

Appendix Business Update &

  • The fluctuation rate has been steadily declining since the IPO and is currently <9%.
  • The fluctuation rate level impacts the overall rent growth as the contribution from new lettings is usually comparatively high (rent growth of ca. 10% without investments and ca. 30% with investments).

Appendix Business Update &

Technical Impairment Loss Under German GAAP

  • Unlike IAS 40 fair-market-value accounting under IFRS, German GAAP accounting resulted in a technical impairment loss on shares in affiliated companies, driven by the sharp rise in interest rates and the subsequent increase in Vonovia's cost of capital.
  • This does not impact the consolidated accounts but only the statutory accounts of Vonovia SE.
  • The following write-downs in affiliated companies were recognized as of Dec. 31, 2022:
    • €8.9bn for Deutsche Wohnen SE (not dissimilar to the share price development).
    • €219m for Adler Group S.A.
    • €838m for Victoriahem in Sweden.

Appendix Business Update &

Serving a Fundamental Need in a Highly Relevant Market

Our Business Is Deeply Rooted in ESG

All of our actions have more than just an economic dimension and require adequate stakeholder reconciliation.

  • We provide a home to almost 1.5 million people from ca. 150 nations.
  • CO2 emissions related to housing are one of the largest sources of greenhouse gas emissions.
  • As a listed, blue-chip company we are rightfully held to a high standard.

built on trust

Appendix Business Update &

Megatrends

Three Dominant Megatrends in Residential Real Estate

Appendix Business Update & FY 2022 Results

Sources: United Nations, European Union.

Commitment to Sustainability

Science-based Decarbonization Roadmap with Measurable Interim Targets

  • Accelerated decarbonization with near CO2 neutrality by 2045.
  • Following CRREM MFH 1.5 degree pathway.
  • Including Scope 1, 2 and 3.3.

CO2 intensity in kg CO2e/sqm per year1

The 3 levers of our climate path

Appendix Business Update &

FY 2022 Results

PV on all suitable roofs.

Own local heating networks in Urban Quarters powered with renewable energy.

Transformation of the energy sector towards carbonfree district heating and green electricity.

1 Includes scopes 1 & 2 as well as scope 3.3 "Fuel- and energy-related activities upstream;" referring to German building stock (incl. Deutsche Wohnen). Development of energy sector according to Scenario Agora Energiewende KNDE 20245; For comparison: CRREM pathway MFH 1.5° DE 2045=5.4kg CO2e/sqm per year (07/2021); Climate pathway development supported by Fraunhofer ISE. Per-sqm values based on rental area, not total floor space. Data refers to year end. ** CO2 intensity for 2022 better than expected at the time of planning.

1

2

3

United Nations Sustainability Development Goals

Vonovia Has a Meaningful Impact on 8 SDGs

Appendix Business Update &

Recognition of ESG Performance

ESG Ratings and Indices

ESG Indices

Vonovia is a constituent of various ESG indices, including the following: DAX 50 ESG, STOXX Global ESG Leaders, EURO STOXX ESG Leaders 50, Dow Jones Sustainability Index Europe.

Appendix Business Update &

Corporate Governance

AGM, Supervisory Board, Management Board

Appendix Business Update & FY 2022 Results

  • 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 monitoring of the business are strictly separated from each other.

Annual General Meeting (AGM)

  • Shareholders can exercise their voting rights (One Share, One Vote).
  • Decision making includes the appropriation of profit, discharge of members of the SVB and MB, and capital authorization.

Two-tier Governance System

Supervisory Board (SVB)

  • Appoints, supervises and advises MB and approves decisions of fundamental importance to the company
  • Examines and adopts the annual financial statements
  • Forms Supervisory Board Committees
  • Fully independent
  • Board profile with all required skills and experience

Jürgen Fitschen (Chairman)

Fenk

Funck

Clara-Christina Streit

Dr. Ute Geipel-Faber

Christian Ulbrich

CEO Rolf Buch

CFO Philip Grosse Helene von Roeder

CDO Daniel Riedl

Hünlein

Hildegard Müller

Dr. Ariane Reinhart

Management Board (MB)

  • Jointly accountable for independently managing the business in the best interest of the company and its stakeholders
  • Informs the SVB regularly and comprehensively
  • Develops the company's strategy, coordinates it with the SVB and executes that strategy

CRO Arnd Fittkau

Bonds & Ratings

Business Update &
FY 2022 Results
Appendix
N ame T eno r & C o upo n ISIN A mo unt Issue price C urrent P rice 3 Yield 3 C o upo n F inal M aturity D ate M o o dys Sco pe S&P
Bond 022A (EM TN) 3.5 years 0.125% DE000A2R8NC5 EUR 403.4m 99.882% 99,688 3,39% 0.125% 06-Apr-2023 Baa1 A - BBB+
Bond 019 (EM TN) 5 years 0.875% DE000A192ZH7 EUR 391.6m 99.437% 99,092 3,76% 0.875% 03-Jul-2023 Baa1 A - BBB+
Bond 028A (EM TN) 2 years 0.000% DE000A3M P4S3 EUR 351.9m 100.484% 98,088 3,96% 0.000% 01-Sep-2023 Baa1 A - BBB+
Bond 004 (USD-Bond) 10 years 5.000% US25155FAB22 USD 250m 98.993% 98,992 6,46% 4.580%2 02-Okt-2023 N R A - BBB+
Bond 010C (EM TN) 8 years 2.250% DE000A18V146 EUR 876.8m 99.085% 98,731 4,05% 2.250% 15-Dez-2023 Baa1 A - BBB+
Bond 017A (EM TN) 6 years 0.750% DE000A19UR61 EUR 373.2m 99.330% 97,233 4,21% 0.750% 15-Jan-2024 Baa1 A - BBB+
Bond 023A (EM TN) 4 years 1.625% DE000A28VQC4 EUR 389.7m 99.831% 97,353 4,37% 1.625% 07-Apr-2024 Baa1 A - BBB+
Bond 030A (EM TN social) 2 years 3mS+95bps XS2368364522 SEK 500m 100.000% 98,76 5,49% 3mS+95bps 08-Apr-2024 Baa1 A - BBB+
Bond 027A (EM TN) 3.25 years 0.000% DE000A3E5M F0 EUR 278.3m 100.192% 93,687 4,55% 0.000% 16-Sep-2024 Baa1 A - BBB+
Bond 013 (EM TN) 8 years 1.250% DE000A189ZX0 EUR 890.4m 99.037% 95,173 4,41% 1.250% 06-Dez-2024 Baa1 A - BBB+
Bond 009B (EM TN) 10 years 1.500% DE000A1ZY989 EUR 500m 98.455% 96,025 3,89% 1.500% 31-M rz-2025 Baa1 A - BBB+
Bond B. 500-2-2 (DW) 5 years 1.000% DE000A289NE4 EUR 95m 98.910% 93,027 4,72% 1.000% 30-Apr-2025 Baa1 N R BBB+
Bond B. 500-2 (DW) 5 years 1.000% DE000A289NE4 EUR 494.7m 98.910% 93,027 4,72% 1.000% 30-Apr-2025 Baa1 N R BBB+
Bond 020 (EM TN) 6.5 years 1.800% DE000A2RWZZ6 EUR 500m 99.836% 94,583 4,58% 1.800% 29-Jun-2025 Baa1 A - BBB+
Bond 015 (EM TN) 8 years 1.125% DE000A19NS93 EUR 500m 99.386% 90,98 4,64% 1.125% 08-Sep-2025 Baa1 A - BBB+
Bond 028B (EM TN) 4.25 years 0.000% DE000A3M P4T1 EUR 1,250m 99.724% 88,832 4,69% 0.000% 01-Dez-2025 Baa1 A - BBB+
Bond 029A (EM TN social) 3.85 years 1.375% DE000A3M QS56 EUR 850m 99.454% 92,051 4,66% 1.375% 28-Jan-2026 Baa1 A - BBB+
Bond 018B (EM TN) 8 years 1.500% DE000A19X8A4 EUR 700m1 101.119% 91,752 4,82% 1.500% 22-M rz-2026 Baa1 A - BBB+
Bond 011B (EM TN) 10 years 1.500% DE000A182VT2 EUR 500m 99.165% 91,353 4,78% 1.500% 10-Jun-2026 Baa1 A - BBB+
Bond 024A (EM TN) 6 years 0.625% DE000A28ZQP7 EUR 750m 99.684% 88,286 4,83% 0.625% 09-Jul-2026 Baa1 A - BBB+
Bond 014B (EM TN) 10 years 1.750% DE000A19B8E2 EUR 500m 99.266% 90,5 4,92% 1.750% 25-Jan-2027 Baa1 A - BBB+
Bond 030B (EM TN) 5 years 3mS+140bps XS2368364449 SEK 750m 100.000% 95,473 6,02% 3mS+140bps 08-Apr-2027 Baa1 A - BBB+
Bond 031A (EM TN social) 4.5 years 4.750% DE000A30VQA4 EUR 750m 99.853% 101,132 5,09% 4.750% 23-M ai-2027 Baa1 A - BBB+
Bond 027B (EM TN) 6 years 0.375% DE000A3E5M G8 EUR 1,000m 99.947 83,862 4,97% 0.375% 16-Jun-2027 Baa1 A - BBB+
Bond 022B (EM TN) 8 years 0.625% DE000A2R8ND3 EUR 500m 98.941% 84,098 5,04% 0.625% 07-Okt-2027 Baa1 A - BBB+
Bond 017B (EM TN) 10 years 1.500% DE000A19UR79 EUR 500m 99.439% 86,676 4,91% 1.500% 14-Jan-2028 Baa1 A - BBB+
Bond 029B (EM TN social) 6.25 years 1.875% DE000A3M QS64 EUR 800m 99.108% 87,764 5,17% 1.875% 28-Jun-2028 Baa1 A - BBB+
Bond 028C (EM TN) 7 years 0.250% DE000A3M P4U9 EUR 1,233m 99.200% 79,294 5,27% 0.250% 01-Sep-2028 Baa1 A - BBB+
Bond 021A (EM TN) 10 years 0.500% DE000A2R7JD3 EUR 500m 98.965% 76,493 5,28% 0.500% 14-Sep-2029 Baa1 A - BBB+
Bond 027C (EM TN) 8.5 years 0.625% DE000A3E5M H6 EUR 999m 99.605% 76,378 5,45% 0.625% 14-Dez-2029 Baa1 A - BBB+
Bond 018C (EM TN) 12 years 2.125% DE000A19X8B2 EUR 500m 98.967% 83,95 5,39% 2.125% 22-M rz-2030 Baa1 A - BBB+
Bond 023B (EM TN) 10 years 2.250% DE000A28VQD2 EUR 500m 98.908% 84,722 5,16% 2.250% 07-Apr-2030 Baa1 A - BBB+
Bond B. 500-3-2 (DW) 10 years 1.500% DE000A289NF1 EUR 95m 98.211% 79,47 5,16% 1.500% 30-Apr-2030 Baa1 N R BBB+
Bond B. 500-3 (DW) 10 years 1.500% DE000A289NF1 EUR 492.3m 98.211% 79,47 5,28% 1.500% 30-Apr-2030 Baa1 N R BBB+
Bond 024B (EM TN) 10 years 1.000% DE000A28ZQQ5 EUR 750m 99.189% 77,28 5,37% 1.000% 09-Jul-2030 Baa1 A - BBB+
Bond 031B (EM TN) 8 years 5.000% DE000A30VQB2 EUR 750m 99.645% 100,145 5,21% 5.000% 23-Nov-2030 Baa1 A - BBB+
Bond 026 (EM TN) 10 years 0.625% DE000A3E5FR9 EUR 600m 99.759% 72,618 5,48% 0.625% 24-M rz-2031 Baa1 A - BBB+
Bond 500_S1-T1 (DW) 10 years 0.500% DE000A3H25P4 EUR 318.3m 98.600% 70,561 5,54% 0.500% 07-Apr-2031 N R N R BBB+
Bond 029C (EM TN) 10 years 2.375% DE000A3M QS72 EUR 850m 99.003% 81,565 5,68% 2.375% 25-M rz-2032 Baa1 A - BBB+
Bond 028D (EM TN) 11 years 0.750% DE000A3M P4V7 EUR 1,250m 99.455% 68,761 5,64% 0.750% 01-Sep-2032 Baa1 A - BBB+
Bond 027D (EM TN) 12 years 1.000% DE000A3E5M J2 EUR 964m 99.450% 67,9 5,76% 1.000% 16-Jun-2033 Baa1 A - BBB+
Bond 021B (EM TN) 15 years 1.125% DE000A2R7JE1 EUR 500m 99.822% 66,767 5,66% 1.125% 14-Sep-2034 Baa1 A - BBB+
Bond 018D (EM TN) 20 years 2.750% DE000A19X8C0 EUR 500m 97.896% 76,105 5,57% 2.750% 22-M rz-2038 Baa1 A - BBB+
Bond 022C (EM TN) 20 years 1.625% DE000A2R8NE1 EUR 500m 98.105% 62,232 5,36% 1.625% 07-Okt-2039 Baa1 A - BBB+
Bond 025 (EM TN) 20 years 1.000% DE000A287179 EUR 500m 99.355% 52,774 5,63% 1.000% 28-Jan-2041 Baa1 A - BBB+
Bond 500_S2-T1 (DW) 20 years 1.300% DE000A3H25Q2 EUR 265.4m 97.838% 54,58 5,27% 1.300% 07-Apr-2041 N R N R BBB+
Bond 027E (EM TN) 20 years 1.500% DE000A3E5M K0 EUR 500m 99.078% 57,835 4,89% 1.500% 14-Jun-2041 Baa1 A - BBB+
Bond 028E (EM TN) 30 years 1.625% DE000A3M P4W5 EUR 750m 97.903% 49,858 5,57% 1.625% 01-Sep-2051 Baa1 A - BBB+

Overview includes publicly traded bonds of Vonovia and Deutsche Wohnen (excl. Private Placements, Namensschuldverschreibungen (registered bonds) and Schuldscheindarlehen (promissory notes)). 1 Incl. Tab Bond EUR 200m, Issue date 06 Feb 2020. 2EUR equivalent coupon. 3 As of end of Feb. 2023. Green Bond. Social Bond.

Substantial Headroom for All Covenants

Appendix Business Update & FY 2022 Results

Bond covenants Required level Current
level
(Dec. 31, 2022)
Headroom1
LTV
(Total financial debt / total assets)
<60% 44.4% On the current total financial
debt level,
fair values would
have to drop >28% for the LTV
to cross 60%.
Secured LTV
(Secured debt / total assets)
<45% 12.4% On the current secured debt
volume, fair values
would have to drop ~80% for
the secured LTV to cross 45%.
ICR
(LTM Adj. EBITDA / LTM
net cash interest)
>1.8x 5.5x On the current EBITDA
level,
interest expenses would have to
increase 205% to ca. €1.5bn for
the ICR to fall below 1.8x.
Unencumbered assets
(Unencumbered assets
/ unsecured debt)
>125% 157% On the current unsecured debt
level, fair values would have to
drop 24% for the unencumbered
assets ratio to fall below 125%.

1 Headroom calculations are based on sensitivities regarding changes in investment properties, not total assets, while all other variables are kept unchanged.

2023-03-16 | FY 2022 Earnings Call 45

1Source: BBSR (https://gis.uba.de/maps/resources/apps/bbsr/index.html?lang=de)

Long-term Support from Megatrends

Vonovia location High-influx cities ("Schwarmstädte"). For more information: https://investoren.vonovia.de/en/news-and-publications/reports-publications/;

Urban Areas with Long-term Supply/Demand Imbalance

Market view – growing and shrinking regions1

  • The German Federal Office for Construction and Urban Development (BBSR) has analyzed all cities and counties in Germany on the basis of the average development in terms of population growth, net migration, working population (age 20-64), unemployment rate and trade tax revenue.
  • The results fully confirm our portfolio management decisions.

Appendix Business Update & FY 2022 Results

Shrinking (above average) Shrinking No clear direction Growing Growing (above average)

Market expectations for the residential asset class vary, and the broader consensus seems to be around a value loss of ca. 10%.

CBRE survey1:
expected price
reductions in 2023
compared to 2022
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Residential
Shopping centers
Prime office (value add)
more than -30%
between -30% and -10%
less than -10%
no change
up to +10%
unsure
Rating agencies Moody's2: "We have included 10% value declines in our assumptions until year-end 2023."

S&P3: "Assumption: A hypothetical 10% value correction from June 30, 2022 peak."
Sell-side4
14 sell-side analysts quantify their value decline expectations for 2023 and beyond.

Average expectation of ca. -12% peak to trough with values ranging from –5% to -32%.
Market Research DIW5: "No bubble like Spain or US during subprime crisis; expect a rather moderate development with ≤10% decline."

ZIA6: "The fact that a downward price exaggeration can probably be ruled out also speaks in favor of a quick and not too

deep bottom formation. Exaggerations in price declines occur when declining prices lead to fire sales of housing and thus
become an additional factor in their own right to push prices down even further. Emergency sales will certainly occur. But in
contrast to many other countries, residential real estate in Germany, especially that of private households, is usually very
solidly financed with a high proportion of own funds, fixed interest rates of ten years or more and high amortization.
Additional mortgages for consumption purposes are practically unknown. Hence, as a rule, owner-occupiers and small private
landlords can simply watch the drop in prices from the sidelines. Nothing will change on their income side thanks to the
continued excess demand, and the worst that can happen is that they might lose some of the past book gains."

1 CBRE Investor Intentions Survey Germany 2023. Survey among 629 European investors (162 of them in Germany) between Nov 10 and Dec. 5, 2022. 2 Moody's Credit Opinion Nov 2, 2022. 3 S&P Global Research Update Nov. 11, 2022. 4 Own analysis across sell-side coverage on Vonovia. 5 DIW Wochenbericht 47/2022. 6 German Property Federation (ZIA) Frühjahrsgutachten der Immobilienwirtschaft 2023 des Rates der Immobilienweisen; own translation.

House Prices & Construction Costs Correlation

Resi Prices Have Been Moving Alongside Construction Prices for 50 Years

Sources: OECD: House price index. Federal Statistics Office: (a) Residential Construction Price Index ("Baupreisindex für Wohngebäude") and (b) Construction land price index ("Preisindex für Bauland").

Appendix Business Update & FY 2022 Results

Comps & Implied Building Values

Market Comps and Implied Land Values Suggest Vonovia Valuation Is Conservative

Appendix Business Update & FY 2022 Results

Vonovia's implied building values based on reported fair values and current equity valuation (€/sqm)

1 Source: Value Data Insights (formerly empirica-systeme), Q4 2022; 2 Assumption: 20% of sales price. 3 Estimated €4.0k per sqm. 4 Residual value of sales price minus est. developer margin minus est. construction costs. 5 Weighted average across the regions Berlin, Rhine Main, Southern Ruhr Area, Rhineland, Dresden, Hamburg, Stuttgart, Leipzig. 6 Implied fair value based on share price of €20 and LTV of 45.1%.

Vonovia's Fair Values and Rents Are Substantially Below Market

Rent levels

(€/sqm)

Data Points on Prices for Condos & New Constructions and Rent Levels

Appendix Business Update & FY 2022 Results

Vonovia rental levels versus prices for condos and new constructions

Price levels

Vonovia fair values versus prices for condos and new constructions (€/sqm)

1 Market data is simple average of Dortmund and Essen. 2 Market data is simple average of Frankfurt and Wiesbaden. 3 Values and rents for Vonovia refer to average of that Regional Market. 4 Source: Value Data Insights (formerly empirica-systeme), Q4 2022.

4

Resi Prices Have Shown No Real Weakness in 50 Years

Only Period of Slight Decline Came During High Vacancy Phase

Appendix Business Update & FY 2022 Results

Sources: OECD for house prices and GdW (Association of German Housing Companies) for vacancy rate. There are no reliable national statistics on vacancy levels prior to 1991.

Residential Market Fundamentals (Germany)

Household Sizes and Ownership Structure

Appendix Business Update & FY 2022 Results

Growing number of smaller households Fragmented ownership structure

  • While the overall population in Germany is expected to slightly decline, the number of households is forecast to grow until at least 2035 with a clear trend towards smaller households.
  • The household growth is driven by various demographic and social trends including divorce rates, employment mobility etc.

  • 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.
  • Listed sector represents ~4% of total rental market.

Distribution of household sizes (million)

Ownership structure (million units)

Sources: German Federal Statistics Office, GdW (German Association of Professional Homeowners). 2035E household numbers are based on trend scenario of the German Federal Statistics Office.

Supply/Demand Imbalance

Gap May Become Even Larger

  • Vonovia considers the structural supply/demand imbalance in urban areas to be the most relevant driver of residential property values.
  • A meaningful improvement to this imbalance is not in sight:
    • Building permits are hard to obtain;
    • Craftsmen capacity remains a scarcity;
    • Residents do not want their neighborhood to change with new construction and new people (NIMBY – "Not In My Back Yard").
  • The rate of completion falls short of current construction targets.
  • At the same time, the actual need for new housing is likely to be substantially larger than widely anticipated:
    • One factor that has received little attention in housing and population forecasts is the retirement of the strongest age group 50-59 years.
    • Over the next 10 years, many members from this age group will be retiring and the younger age groups are all significantly smaller.
    • If Germany is to maintain its current productivity, there remains a gap that can only be replaced through immigration. The Head of Germany's Federal Labor Agency estimates that in order to maintain its productivity, Germany will need to see an inflow of ca. 400k immigrants per year to plug gaps in the work force as the population ages.1
    • After Russia's attack on Ukraine, about 1.1 million people from Ukraine arrived in Germany in 2022.3
  • The incremental demand for housing has so far been largely ignored in discussions around the supply/demand imbalance and the need for new construction.

Age group distribution in Germany (million)2

Appendix Business Update &

FY 2022 Results

1 Source:https://apnews.com/article/europe-business-germany-immigration-migration-066b67d8f256f64f781793d9ea659c59. 2 Source: Federal Bureau for Political Education (www.bpb.de). 3Source: https://www.destatis.de/EN/Press/2023/02/PE23\_N010\_12411.html.

Affordability

Average German Household Income and Average Cost of Vonovia Apartment

Average disposable income per household in Germany in 2021 was €3,813/month (€45,756/year).1

On that basis, the average cost of a Vonovia apartment in relation to this average disposable household income (unadjusted for recent wage increases) are as shown in the chart below.

Average cost of Vonovia apartment in relation to average disposable household income in Germany

1 Source: Federal Statistics Office. 2 Source: Handelsblatt based on data provided by the Federal Finance Ministry.

Recent increases of wage & salaries have provided additional compensation. Examples

Minimum wage
Metal industry
Pensions
Chemical industry
Temp workers

In an effort to mitigate the financial burden from increased cost of living, the government has put in place various support schemes and subsidies with an aggregate amount of ca. €300bn.

The Federal Finance Ministry calculated the financial benefit of different types of households to show what the impact of the government assistance is on individual families.

Average subsidies & benefits2

Long-term Structural Support (Germany)

Positive Fundamentals

• Long-term structural support from

• High replacement costs

• Insufficient levels of new construction

Appendix Business Update & FY 2022 Results

Urbanization1

Annual Urban Population at Mid-Year (in million)

Large gap between in-place values and replacement costs2 Structural supply/demand imbalance3

• Urbanization driving supply/demand imbalance in urban areas

1 Source: United Nations. 2 Note: VNA 2010 – 2014 refers to Deutsche Annington Portfolio at the time; construction costs excluding land. The land value refers to the share of total fair value allocated to land. 3 Federal Statistics Office for actual completions, 2022E-2024E GdW estimate; CDU/SPD government for 2018-2021 and current government coalition (SPD, Greens, FDP (Liberals)) for 2022E-2025E target rate.

Long-term Structural Support (Sweden)

Positive Fundamentals

Appendix Business Update & FY 2022 Results

Annual Urban Population at Mid-Year (in million)

• Long-term structural support from

  • Insufficient levels of new construction
  • Urbanization driving supply/demand imbalance in urban areas
  • High replacement costs

Large gap between in-place values and replacement costs2 Structural supply/demand imbalance3

1 Sources: United Nations. 2 Note: The land value refers to the share of total fair value allocated to land. Allocation between building and land in Sweden assumed to be similar to Germany. 3 Sources: Swedish National Board of Housing, Building and Planning, Statistics Sweden.

Liquid Large-cap Stock

Total Performance since IPO

Source: Factset until March 10, 2023, company data; VNA and DAX performance are total shareholder return (share price plus dividends reinvested); EuroStoxx50 and EPRA Europe are share price performance only.

Vonovia Shares

Basic Data and NOSH Evolution

Appendix Business Update & FY 2022 Results

First day of trading July 11, 2013
No. of shares
outstanding
795.8 million
Free
float
88.9%
ISIN DE000A1ML7J1
Ticker symbol VNA
Share class Registered shares with no par value
Main listing Frankfurt Stock Exchange
Market segment Regulated
Market, Prime Standard
Major indices EURO STOXX 50, DAX 40, GPR 250 World, FTSE EPRA/NAREIT Europe, DAX
50 ESG, STOXX Global ESG Leaders, EURO STOXX ESG Leaders 50, Dow
Jones Sustainability Index Europe

Evolution of number of shares (million) and use of proceeds from capital increases

IR Contact & Financial Calendar

https://investors.vonovia.de

Appendix Business Update & FY 2022 Results

Contact

Rene Hoffmann (Head of IR) Primary contact for Sell side, Buy side +49 234 314 1629 [email protected]

Stefan Heinz (Primary contact for Sell side, Buy side) +49 234 314 2384 [email protected]

Oliver Larmann (Primary contact for private investors, AGM, regulators) +49 234 314 1609 [email protected]

General inquiries [email protected]

=
-
D 1

Mar 24 Vonovia
Full Year Roadshow, Frankfurt with Coba
Mar 27 Vonovia
Full Year Roadshow, virtual with BofA
Mar 30 Vonovia
Full Year Roadshow, London with BofA
Mar 31 Vonovia
Full Year Roadshow, virtual with BofA
May 4 Q1 2023 Results
May 17 Annual General Meeting (virtual)
May 24 Kempen European Property Seminar, Amsterdam
May 24 Berenberg
Conference USA, Manhattan
Jun 6 BNPP Exane CEO Conference, Paris
Jun 14 Goldman Sachs European Financials Conference, Paris
Jun 21 Deutsche Bank German Corporate Conference, Frankfurt
Aug 4 H1 2023 Results
Sep 5-7 Commerzbank and ODDO BHF Conference, Frankfurt (IR only)
Sep 11-12 BofA
Conference, New York
Sep 18 Goldman Sachs and Berenberg
German Corporate Conference, Munich
Sep 19 Baader
Investment Conference, Munich (IR only)
Sep 28 Vonovia Capital Markets Day
Nov 3 9M 2023 Results
Nov 29 UBS Global Real Estate CEO/CFO Conference, London
Nov 30 Société
Générale
Flagship Conference, Paris

Financial Calendar 2023

Mar 21 Vonovia Full Year Roadshow, virtual with BofA

Mar 23 BofA EMEA Real Estate CEO Conference, London

Mar 22 Vonovia Full Year Roadshow, Amsterdam with Kempen

Dates are subject to change. The most up-to-date financial calendar is always available online.

Disclaimer

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.

Per share numbers for 2013-2014 are TERP adjusted (TERP factor: 1.051). Subscription rights offering in 2015 due to Südewo acquisition.

Per share numbers for 2013-2020 are TERP adjusted (TERP factor: 1.067). Subscription rights offering in 2021 due to Deutsche Wohnen acquisition.

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