Governance Information • Feb 27, 2023
Governance Information
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Jürgen Fitschen (Supervisory Board Chairman) Clara C. Streit (Designated Supervisory Board Chairwoman)
February & March 2023
Vonovia pages 2-6
Supervisory Board pages 8-18
Management Board Remuneration pages 20-22
Appendix pages 24-32
We Have Built a Responsible European Leader
Three Dominant Megatrends in Residential Real Estate
Urbanization Climate Change Demographic Change
Sources: United Nations, European Union.
rate Germany
~1%
Average run rate Germany ~3%
~3%
Average run
Our Business Is Deeply Rooted in ESG
All of our actions have more than just an economic dimension and require adequate stakeholder reconciliation.
Vonovia pages 2-6
Supervisory Board pages 8-18
Management Board Remuneration pages 20-22
Appendix pages 24-32
1 Vonovia will not comply with the recommendation in G.13 sentence 2 of the 2022 GCGC (as amended on June 27, 2022). G.13 sentence 2 specifies that, if post-contractual non-compete clauses apply, the severance payments shall be taken into account in the calculation of any compensation payments. Even before the 2020 Code came into force, post-contractual non-compete clauses were partly agreed in a way that does not provide for such an offset regulation. When extending existing contracts and concluding future contracts, the Supervisory Board continues to decide on a case-by-case basis whether to offset severance payments against compensation payments; this may be required in the interest of flexibility and/or due to grandfathering rights. Seehttps://investoren.vonovia.de/en/corporate-governance/declaration-of-conformity/ for further details.
Feb/Mar 2023 | Corporate Governance Roadshow
| Name | Independent ? |
Year of birth | Year appointed |
Nationality | Accountancy, finances |
Real estate | Strategy | Legal and regulation |
International experience, M&A, capital markets |
Investment expertise |
Digitalization | Sustainability |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Jürgen Fitschen (Chair) | yes | 1948 | 2018 | German | x | x | x | x | x | |||
| Prof. Dr. Edgar Ernst | yes | 1952 | 2013 | German | x | x | x | x | x | |||
| Vitus Eckert | yes | 1969 | 2018 | Austrian | x | x | x | x | x | |||
| Jürgen Fenk | yes | 1966 | 2022 | German | x | x | x | x | x | |||
| Dr. Florian Funck | yes | 1971 | 2014 | German | x | x | x | x | x | |||
| Dr. Ute Geipel-Faber | yes | 1950 | 2015 | German | x | x | x | x | x | |||
| Matthias Hünlein | yes | 1961 | 2022 | German | x | x | x | x | x | |||
| Daniel Just | yes | 1957 | 2015 | German | x | x | x | x | x | |||
| Hildegard Müller | yes | 1967 | 2013 | German | x | x | x | x | x | |||
| Dr. Ariane Reinhart | yes | 1969 | 2016 | German | x | x | x | x | x | |||
| Clara-Christina Streit | yes | 1968 | 2013 | German/US | x | x | x | x | x | |||
| Christian Ulbrich | yes | 1966 | 2014 | German | x | x | x | x | x |
The members of the Supervisory Board can specify up to five areas of expertise.
Looks after the principles of the acquisition and disposal policies, incl. acquisition and disposal of individual shareholdings of strategic importance.
Prof. Dr. Edgar Ernst, Chair
Members
Vitus Eckert
Clara-Christina Streit, Chair
| visory Board |
||
|---|---|---|
| Supervisory Board | ||
| • 7 Meetings |
||
| Audit Committee | Jürgen Fenk | |
| Meetings • 4 |
||
| Executive and Nomination Committee | ||
| 10 Meetings • |
Matthias Hünlein | |
| Finance Committee • 6 Meetings |
||
| Board Member | Super visory Board |
Audit Committee |
Executive and Nomination Committee |
Finance Committee |
Attendance Ratio |
|---|---|---|---|---|---|
| Jürgen Fitschen (Chair) |
7/7 | - | 10/10 | 5/6 | |
| Prof. Dr. Edgar Ernst | 7/7 | 4/4 | - | - | |
| Vitus Eckert | 7/7 | 4/4 | - | - | |
| Jürgen Fenk (since 04/2022) |
4/5 | 2/3 | - | - | |
| Dr. Florian Funck | 7/7 | 3/4 | - | - | |
| Dr. Ute Geipel-Faber | 7/7 | - | - | 6/6 | |
| Matthias Hünlein (since 04/2022) |
5/5 | - | 6/6 | - | |
| Daniel Just | 7/7 | - | - | - | |
| Hildegard Müller | 7/7 | - | 10/10 | - | |
| Dr. Ariane Reinhart | 7/7 | - | 9/10 | - | |
| Clara-Christina Streit | 7/7 | - | 10/10 | 6/6 | |
| Christian Ulbrich | 4/7 | - | - | 5/6 | |
Frequency of meetings and attendances refers to FY 2022
| €'000 | Board Remuneration (fixed) |
Committee | Remuneration (fixed) |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2022 | 2020 | 2021 | 2022 | 2020 | 2021 | 2022 | |
| Jürgen Fitschen (Chair) | 200 | 200 | 275 | 60 | 60 | 90 | 260 | 260 | 365 |
| Prof. Dr. Edgar Ernst | 150 | 150 | 165 | 80 | 80 | 90 | 230 | 230 | 255 |
| Vitus Eckert | 100 | 100 | 110 | 40 | 40 | 45 | 140 | 140 | 155 |
| Jürgen Fenk | --- | --- | 83 | --- | --- | 34 | --- | --- | 117 |
| Dr. Florian Funck | 100 | 100 | 110 | 40 | 40 | 45 | 140 | 140 | 155 |
| Dr. Ute Geipel-Faber | 100 | 100 | 110 | 20 | 20 | 30 | 120 | 120 | 140 |
| Matthias Hünlein | --- | --- | 83 | --- | --- | 22 | --- | --- | 105 |
| Daniel Just | 100 | 100 | 110 | 20 | 20 | 30 | 120 | 120 | 140 |
| Hildegard Müller | 100 | 100 | 110 | 20 | 20 | 30 | 120 | 120 | 140 |
| Dr. Ariane Reinhart | 100 | 100 | 110 | 20 | 20 | 30 | 120 | 120 | 140 |
| Clara-Christina Streit | 100 | 100 | 110 | 60 | 60 | 90 | 160 | 160 | 200 |
| Christian Ulbrich | 100 | 100 | 110 | 20 | 20 | 30 | 120 | 120 | 140 |
| Total1 | 1,350 | 1,350 | 1,558 | 440 | 440 | 591 | 1,790 | 1,790 | 2,150 |
| Dax average2 | 2,165 | n/a | n/a | 604 | n/a | n/a | 2,769 | n/a | n/a |
• Other committees €30k
1 Data reflects total SVB compensation at the time; i.e. including two members who resigned in 2022. 2Source: DSW study (German retail shareholder association), October 28, 2021 (based on 2020 data). Total compensation for DAX 30 companies often includes attendance fees, variable components and other elements.
Current tenure
| 2013 | 2014 | 2015 | 2016 | 2017 | May 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Jürgen Fitschen | ● | ▲ | |||||||||
| 2 | Prof. Dr. Edgar Ernst | ● (Jun) |
● | ▲ | ||||||||
| 3 | Vitus Eckert | ● | ▲ | |||||||||
| 4 | Jürgen Fenk | ● (Apr) |
||||||||||
| 5 | Dr. Florian Funck | ● (Aug) |
● | ▲ | ||||||||
| 6 | Dr. Ute Geipel-Faber | ● (Nov) |
● | ▲ | ||||||||
| 7 | Matthias Hünlein | ● (Apr) |
||||||||||
| 8 | Daniel Just | ● (May) |
● | ▲ | ||||||||
| 9 | Hildegard Müller | ● (Jun) |
● | ▲ | ||||||||
| 10 | Dr. Ariane Reinhart | ● (May) |
● | ▲ | ||||||||
| 11 | Clara-Christina Streit | ● (Jun) |
● | ▲ | ||||||||
| 12 | Christian Ulbrich | ● (Aug) |
● | ▲ |
● = year (re-)elected; ▲ = tenure ends.
Target Tenure to be Proposed to the 2023 AGM
● = year (re-)elected; ▲ = tenure ends.
1 Subject to AGM 2023 voting results.
| 1 Required profile is defined |
2 Committee |
3 Full Board |
4 AGM |
5 Onboarding |
||
|---|---|---|---|---|---|---|
| Skill set | Diversity | Other | Executive and Nomination |
The results of step 2 are presented to |
The Supervisory Board presents its |
Comprehensive onboarding process |
| Leadership • experience •Relevant work experience •Relevant know-how in context of Board's overall |
•Age • Gender Nationality • |
Integrity • •Commitment Independence • • Other mandates (no overboarding) |
Committee assess potential candidate on the basis of the required profile, market mapping and with external support. |
the entire Supervisory Board. |
proposed candidate to the AGM for shareholders to vote. |
to enable new members to assume their role and responsibility swiftly and efficiently. |
skill set
Vonovia pages 2-6
Supervisory Board pages 8-18
Management Board Remuneration pages 20-22
Appendix pages 24-32
| VNA shares owned |
||
|---|---|---|
| Share Holding Provision | CEO | 302k |
| • Mandatory share ownership |
CFO | 41k |
| 100% (CEO 150%) of annual fixed remuneration (excl. pension) • |
CRO | 18k |
| On reappointment 150% (CEO 200%) • • Accumulation on a pro rata basis during first 4 years |
CDO | 28k |
| CTO | 22k |
Rationale
Rationale
Vonovia pages 2-6
Supervisory Board pages 8-18
Management Board Remuneration pages 20-22
Appendix pages 24-32
Vitus Eckert Member of the Audit Committee
Dr.
Florian Funck Member of the Audit Committee
Dr. Ute Geipel-Faber Member of the Finance Committee
Hildegard Müller Member of the Executive and Nomination Committee
Matthias Hünlein Member of the Executive and Nomination Committee
Dr. Ariane Reinhart Member of the Executive and Nomination Committee
Christian Ulbrich Member of the Finance Committee
---
| Adj. EBITDA Rental | |
|---|---|
| (+) | Adj. EBITDA Value-Add |
| (+) | Adj. EBITDA Recurring Sales |
| (+) | Adj. EBITDA Development |
| = | Adj. EBITDA Total |
| (-) | FFO interest expenses |
| (-) | Current income taxes FFO |
| (-) | Consolidation |
Group FFO is Vonovia's key figure for measuring sustainable earnings. Based on the Best Practice Recommendations of the European Public Real Estate Association (EPRA)
| Equity attributable to Vonovia's shareholders |
|
|---|---|
| (+) | Deferred tax in relation to fair value gains of investment properties1 |
| (+) | Fair value of financial instruments2 |
| (-) | Goodwill |
| (-) | Intangible assets |
| = | EPRA NTA |
1 Hold portfolio. 2 Adjusted for effects from cross currency swaps.
| SPI | 2021 Targets |
2021 Actuals |
Medium-term Targets | |
|---|---|---|---|---|
| 1 | CO2 intensity in the portfolio (Germany)1 |
Reduction of at least 2% | 38.4 (kg CO2e/sqm/p.a.) (2.8% reduction) |
< 25 (kg CO2e/sqm/p.a.) until 2030 |
| 2 | Average primary energy need of new constructions3 |
Substantial increase4 | 38.6 (kWh/sqm p.a.) 8.1% increase4 |
31 (kWh/sqm p.a.) until 2025 |
| 3 | Ratio of senior-friendly apartment refurbishments among all new lettings5 |
~30% | 30.0% | ~30% p.a. |
| 4 | Customer satisfaction5 | In line with prior-year level |
+4.5% | Maintain high level of customer satisfaction |
| 5 | Employee satisfaction | Slight increase | +5pp6 | Maintain high level of employee satisfaction |
| 6 | Workforce gender diversity (1st and 2nd level below top management.)7 |
In line with prior-year level (2020: 25.9%) |
28.0% | 29.5% until 2025 |
| 109% |
1 Total stock, based on final energy demand from energy performance certificates and related to rental space, partly incl. specific CO2 factors of district heating suppliers; excluding Deutsche Wohnen. 2 After conversion to the Carnot method for the emission factors of district heating. 3 Based on energy performance certificates, excluding commercial spaces and floor additions. 4 Initial increase because of projects approved in the past (prior to establishing the SPI) that will be completed in 2022. Substantial reduction expected from 2023 onwards. 5 Germany only. 6 Compared to 2019 survey (Germany & Austria. Sweden did not participate in 2019 but was included in 2021). 7 Based on female representation within overall workforce.
| First day of trading | July 11, 2013 |
|---|---|
| No. of shares outstanding |
795.8 million |
| Free float |
85.4% |
| 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, GPR 250 World, FTSE EPRA/NAREIT Europe, DAX 50 ESG, STOXX Global ESG Leaders EURO STOXX ESG Leaders 50, Dow Jones Sustainability Index Europe |
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]
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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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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.
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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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