Vonovia SE

Investor Presentation • Sep 17, 2015

BoAML Global Real Estate Conference 2015 New York, 17 September 2015

Vonovia Market Update

Recent events

• Deutsche Annington has been rebranded to Vonovia on September 2, 2015, following the integration of Gagfah
• The tickers have been changed accordingly
• Bloomberg:
• ANN:GY VNA:GY
• Reuters:
• ANNGn.DE VNAn.DE
• Vonovia will enter the DAX 30 Index as per market opening on September 21, 2015 with a free float market cap of c€13bn
• Vonovia's daily turnover of c€40m** (#2 real estate company in Europe is expected to further increase

Liquidity Ranking of European Real Estate Companies

#	Company	Total turnover (€m)	Average Daily turnover (€m)
1	Unibail-Rodamco	16,500	94.3
2	Vonovia	6,939	39.9
3	Land Securities	6,525	37.1
4	British Land Co	6,340	36.0
5	Klepierre	4,995	28.5
6	Deutsche Wohnen	3,731	21.3
7	Hammerson	3,482	19.8
8	Swiss Prime Site	2,613	15.2
9	Intu Properties	2,259	12.8
10	Leg Immobilien	2,122	12.2

* As of August 27, 2015

** Calculated based on all trading days in 2015 ytd

Sources: Bloomberg, Deutsche Börse, Kempen & Co Analysis

2015 guidance confirmed and specified

	FY 2014 (TERP-adjusted)	Change vs June Guidance 2015 incl. SÜDEWO	Guidance 20151 (August)
L-f-l rental growth	2.5%		2.6-2.8%
Vacancy	3.4%		~3%
Rental Income	€789.3m		€1,400-1,420m
FFO 1	€286.6m		€560-580m
FFO 1 (Group)/share	€1.00		€1.20-1.24
NAV2/ share EPRA	€23.04		€27.50-28.50
Maintenance	€173.8m	+€10m	~€340m
Modernization	€171.7m		€280-300m
Privatization (#)	2,238	+600	~2,900
FMV step-up (Privatization)	37.6%		~30%
Non-Core (#)	1,843		opportunistic
FMV step-up (Non-Core)	10.9%		~0%
Dividend/share3	€0.74	up to €0.94	€0.94

¹ Incl. acquisitions pro rata; per share numbers based on 466.0 million shares currently outstanding

² Incl. goodwill (guidance excl. goodwill: €22-23/share)

³ To be recommended to the AGM. Going forward, the stated dividend policy of ~70% of FFO1 (Group) remains unchanged

FY 2014 is TERP-adjusted (TERP factor=1.051). FY 2014 not TERP adjusted: FFO1 Group/share=€1.06, EPRA NAV/share=€24.22, Dividend/share=€0.78

Business Strategy

		Reputation & Customer Satisfaction
al n o diti	Property Mgmt. 1 Strategy	Long-term focus on EBITDA margin by increasing rent, reducing vacancy, reducing operating cost, adequate maintenance, increasing customer satisfaction
Tra			5 Acquisition Strategy
	2 Financing Strategy	Maintain adequate liquidity at all time while optimising financing costs based on target maturity profile and rating	Selective pursuit of available opportunities with our disciplined approach framework:
	Portfolio Mgmt. 3 Strategy	Focus on core regions and selection of appropriate investment programs in order to	 Increase FFO/share without dilution of NAV/share
		strengthen EBITDA margin.	Increase asset base to achieve economies od scale from operational
e v ati			strategies
v o n n I	4 Extension Strategy	Increase customer satisfaction/value by offering additional services

Operating performance

Operating performance (cont'd)

1 Property Mgmt. Strategy

1)Per share data based on number of shares outstanding as of 31 Dec 2012 (200.0m), 31 Dec 2013 (224.2m), 30 June 2014 (240.2m), 31 Dec 2014 (271.6m), 30 June 2015 (358.5m) 2)Per unit data based on average number of units over the respective period H1 2015 numbers include 4 months of GAGFAH

Platform Efficiency evidenced by DeWAG and Vitus

1 Property Mgmt. Strategy

Assumption for maintenance/sqm in Business Plan: DeWAG = €11.67 Vitus = €10.75

• Business plan reflects efficiency gains from our platform
• Actual performance exceeding business plan

Consolidated as of: DeWAG (1 April 2014), Vitus (1 Oct. 2014) Units as of 30 June 2015: DeWAG (11K), Vitus (20.5K)

FFO build-up

Without operating FFO growth after 2015

2015 guidance incl. pro rata contribution of acquisitions: GAGFAH (10 months), Franconia (9 months), SÜDEWO (6 months) Based on number of outstanding shares per 31 Dec. 2014 = 271.6m and current = 466.0m

Proforma LTV of 50.0% close to mid-term target of <50%

2 Financing Strategy

¹ acquisition of Südewo/post rights issue

Maturity profile and financing sources

• Current maturity of around 7 years
• Current interest cost of 2.9%
• Refinancing of €1.9bn to increase unencumbrance

2 Financing Strategy

Target maturity of around 8 years

Focused & Action-driven Portfolio Management Strategy

3 Portfolio Mgmt. Strategy

Portfolio Management Strategy Portfolio Breakdown

Value-driven asset management approach in locations with above-average development potential

STRATEGIC

Operate: rent growth, vacancy reduction, effective and sustainable maintenance spending and cost savings. Upgrade buildings: comprehensive investments with a focus on energy efficiency

Optimize apartments: selective investments in individual flats (focus on senior living and high-end modernization in strong markets that allow a rental premium for fully refurbished apartments)

NON STRATEGIC

Locations and assets that do not form an integral part of Vonovia'sstrategy. Mostly average location and asset quality with stable cash flows. Under permanent review.

Privatize / Non-core Privatize: opportunistic retail sales at attractive premiums above current valuation

Non-core: portfolio optimization through sale of assets that have limited development potential in terms of condition and/or location

	Residential units	`000 sqm	Vacancy rate	In-place rent (€/sqm)
Operate*	192,106	11,762	2.5%	5.64
Upgrade buildings	49,411	3,091	2.6%	5.69
Optimize apartments	36,849	2,378	2.5%	6.19
STRATEGIC	278,366	17,231	2.5%	5.72
NON STRATEGIC	31,676	1,958	* 6.9%	4.81
Privatize	21,477	1,465	4.7%	5.60
Non-core	16,697	1,023	11.4%	4.50
TOTAL	348,216	21,677	3.5%	5.58

* As of June 30, 2015, all locations and assets of the GAGFAH portfolio that are strategically relevant are included in the "Operate" category. The analysis of the investment potential of the portfolio will be completed by Q3 2015.

Modernization Program remains an important Value Driver

3 Portfolio Mgmt. Strategy

• Expected 2015 investment volume between €280 and €300 million including GAGFAH
• Yield commitment of ~7% (unlevered) remains unchanged
• Continuous investment focus on energy & demographic change
• Well underway on execution of 2015 modernization program as expected (75 % of planned investment volume initiated and under construction)

Sales Results

3 Portfolio Mgmt. Strategy

Privatization
	H1 2014	H1 2015	Change (€m)	Change (%)
# units sold	1,190	1,221	31.0	3%
Income from disposal of properties (€m)	118.3	123.6	5.3	4%
Fair value disposals (€m)	-88.6	-92.8	-4.2	5%
Adjusted profit from disposal of properties (€m)	29.7	30.8	1.1	4%
Fair value step-up	33.5%	33.2%		-0.3pp
	Target ~30-35%	Target ~30%
Non-core disposals
	H1 2014	H1 2015	Change (€m)	Change (%)
# units sold	702	2,829	2,127.0	303%
Income from disposal of properties (€m)	20.6	97.8	77.2	375%
Fair value disposals (€m)	-19.1	-97.0	-77.9	408%
Adjusted profit from disposal of properties (€m)	1.5	0.8	-0.7	-47%
Fair value step-up	7.9%	0.8%		-7.1pp
	Target = 0%	Target = 0%

Extension strategy offers additional growth with existing tenants

4 Extension Strategy

GAGFAH integration ahead of plan

• Granular integration processes in place and fully running
• Headline 1 Initial segmentation of combined portfolio completed (final allocation in Q3 2015)
• Bottom-up synergy analysis completed
• Corporate holding functions agreed including works council approval
• IT integration of financial data completed / one integrated SAP-IT platform for the entire group (since 1 July 2015)

5 Acquisition Strategy

• Dry run for rent collection successful (go-live on 15 December 2015)
• Organizational integration of operational units (regions, TGS etc.) on track

Headline 2 Integration ahead of schedule with higher synergies and lower one-off costs than planned

• Substantially increased economies of scale (purchasing, extension strategy)
• Increased scale de-risking the platform

GAGFAH: Bottom-up analysis results in much higher synergies at lower cost ⁵ Acquisition Strategy

Operating synergies	Property Management & Extension	 Craftsmen (TGS) and further extension  Leverage balcony / bath-tub additions  Shared services  Increased purchasing power  Further vacancy reduction  Complementary portfolios allow for synergies in both organisations  IT Integration sets basis for operating synergies and reduces fixed costs  Optimise portfolio to investment program, sales and tactical acquisitions	Synergies Current €130m +55% At announcement
	Portfolio management	 Modernisation programme to drive further growth and vacancy reduction  Innovative portfolio management – disposal of assets	€84m
	Overhead	 Personnel cost overhead	Costs At announcement
	Other	 Consolidation of acquisition and sales departments	€310m
Financing synergies		 Refinancing of current Gagfah debt at DAIG marginal financing cost  Overall platform benefits further from improved business profile and lower cost of capital  Maintain adequate liquidity at any time while optimising financing costs	-18% Current €255m

Gagfah integration one year ahead of schedule, with synergies and probability of achieving synergies so far higher than expected and costs to raise synergies lower than expected

Bottom-up analysis results in substantially higher synergies of c. €130m, vs. originally assumed €84m

Acquisition pipeline update

5 Acquisition Strategy

Acquisition market

5 Acquisition Strategy

Source: CBRE Marketview 2014, Savills Marktbericht Wohnungsportfolios Deutschland 2014 Source: CBRE Marketview 2015

External Growth through disciplined process

5 Acquisition Strategy

Total return matrix

• Value growth & return matrix to identify the most attractive markets
• Assessment is based on proprietary scorecard which draws from our comprehensive data pool and our local expertise as the nation-wide owner and operator of residential real estate

Acquisition Criteria

Every potential acquisition is put to the test to see if it meets the four key criteria

+ Strategic fit

• Clear business strategy for sustainable, profitable growth
• Promising operating and financial performance
• Solid and innovative financing providing high degree of flexibility
• Value enhancing and focused portfolio management
• Innovative extension business with attractive growth potential
• Successful and fast integration of acquisitions due to scalable business model

APPENDIX

Highlights H1 2015

Promising operational and financial performance

• L-f-l Rent growth +2.7% yoy (€5.73)
• Vacancy rate -0.3pp yoy (3.5%)
• FFO1 per share +35.9% yoy (€0.74)
• EPRA NAV per share +16.2% (€28.14) vs year-end 2014

Integration work on track

• Platform efficiency evidenced by DeWAG and Vitus
• GAGFAH integration ahead of plan
• SÜDEWO transaction closed and funded

2015 guidance confirmed and specified

• FFO1 per share +20-24% (€1.20-1.24)
• EPRA NAV per share +19-24% (€27.50-28.50)
• Recommended dividend per share of €0.94 (+27%)

LTV incl. SÜDEWO and rights issue of 50.0% close to mid-term target of <50%

KPI Definitions

IFRS profit or loss for the period adjusted by • the profit or loss from sales FFO1 is calculated as the profit or loss for the period adjusted for sales-related, • the effects from property held for sale non-recurring, non-cash or similar items. It approximates the sustainable, • to the objective of the Company recurring operating cash flow to the Group before payments to equity hybrid • the net income from fair value adjustments of investment properties, FFO1 • depreciation and amortisation investors and minorities. This FFO1 is not determined on the basis of a specific • deferred and prior-year current taxes (tax expenses/income), • international reporting standard but is to be regarded as a supplement to other transaction costs • prepayment penalties and commitment interest performance indicators determined in accordance with IFRS. The FFO1 per share • valuation effects on financial instruments • the unwinding of discounting for provisions, particularly pension provisions is calculated on the basis of all outstanding, dividend-bearing shares. • and other prior-year interest expenses • income that is not of a long-term nature Group equity (including goodwill), EPRA EPRA NAV is used as an indicator of the Group's long-term equity and is + deferred taxes on properties and assets held for sale calculated according to EPRA's Best Practice Recommendations. The adjusted		Description	Calculation
			specific effects which do not relate to the period, are non-recurring or do not relate
NAV represents the EPRA NAV less goodwill. - deferred taxes on derivative financial instruments	NAV		+ fair value of derivative financial instruments
+ Non-derivative financial liabilities (excluding equity hybrid) - Foreign currency effects - Cash and cash equivalents = Net debt LTV The LTV shows the ratio of net debt (excluding equity hybrid) to property value. + Fair value of investment property + Fair value of trading properties and assets held for sale + Fair value of properties used by the Group = Fair value

Consolidation Scope

	DAIG	DeWAG	Vitus	GAGFAH	Franconia	SÜDEWO
H1 2014	6 months	3 months	-	-	-	-
FY 2014	12 months	9 months	3 months	-	-	-
H1 2015	6 months	6 months	6 months	4 months	3 months	-
FY 2015 Guidance	12 months	12 months	12 months	10 months	9 months	6 months

H1 2015 Key Figures

€m	H1 2015	H1 2014	Change (€)	Change (%)
Residential units (k)	348,216	184,682	163,534	89%
Rental income	628.0	376.7	251.3	67%
Vacancy rate (%)	3.5	3.8	-	-0.3pp
Monthly in-place rent/ sqm (like-for-like, €)	5.73	5.58	0.15	3%
Adjusted EBITDA Rental	426.6	236.0	190.6	81%
Adjusted EBITDA Rental /unit (€)	1,424	1,317	107.0	8%
Income from disposal of properties	221.4	138.9	82.5	59%
Adjusted EBITDA Sales	19.5	22.4	-2.9	-13%
Adjusted EBITDA	446.1	258.4	187.7	73%
FFO1	264.3	130.3	134.0	103%
FFO2	283.8	152.7	131.1	86%
FFO1 before maintenance	371.4	199.4	172.0	86%
AFFO	224.6	119.5	105.1	88%
Fair value market properties3	21,299.2	12,759.1	8,540.1	67%
EPRA NAV3	10,087.5	6,578.0	3,509.5	53%
(%)4 LTV	56.4	49.7	6.7	13%
1 FFO1/ share (€)	0.74	0.54	0.20	37%
2 EPRA NAV / share (€)	28.14	24.22	3.92	16%

¹ Based on the number of shares as of the reporting date: 30.06.2015: 358.5m and 30.06.2014: 240.2m

²NAV / share based on the number of outstanding shares as of the reporting date: 30.06.2015: 358.5m and 31.12.2014: 271.6m

³30.06.2015 vs. 31.12.2014

4 LTV at 31.12.2014 adjusted for effects of capital measures

EBITDA

Bridge to Adjusted EBITDA (€m)	H1 2015	H1 2014	Change (€)	Change (%)
Profit for the period	84.9	70.0	14.9	21%
Net interest result	237.1	142.6	94.5	66%
Income taxes	59.3	30.6	28.7	94%
Depreciation	4.8	3.4	1.4	41%
Net income from fair value adjustments of investment properties	0.0	-20.8	20.8	-100%
EBITDA IFRS	386.1	225.8	160.3	71%
Non-recurring items	60.2	30.7	29.5	96%
Period adjustments	-0.2	1.9	-2.1	-111%
Adjusted EBITDA	446.1	258.4	187.7	73%
Adjusted EBITDA Rental	426.6	236.0	190.6	81%
Adjusted EBITDA Sales	19.5	22.4	-2.9	-13%

Rental Segment (€m)	H1 2015	H1 2014	Change (€)	Change (%)
Average number of units over the period	299,580	179,198	120,382	67%
Rental income	628.0	376.7	251.3	67%
Maintenance	-107.1	-69.1	-38.0	55%
Operating costs	-94.3	-71.6	-22.7	32%
Adjusted EBITDA Rental	426.6	236.0	190.6	81%

Sales Segment (€m)	H1 2015	H1 2014	Change (€)	Change (%)
Number of units sold	4,050	1,892	2,158	114%
Income from disposal of properties	221.4	138.9	82.5	59%
Carrying amount of properties sold	-204.8	-120.9	-83.9	69%
Revaluation of assets held for sale	15.2	11.3	3.9	35%
Profit on disposal of properties (IFRS)	31.8	29.3	2.5	9%
Revaluation (realized) of assets held for sale	-15.2	-11.3	-3.9	35%
Revaluation from disposal of assets held for sale	15.0	13.2	1.8	14%
Adjusted profit from disposal of properties	31.6	31.2	0.4	1%
Selling costs	-12.1	-8.8	-3.3	38%
Adjusted EBITDA Sales	19.5	22.4	-2.9	-13%

• EBITDA increase driven by rental business
• Adjusted EBITDA Rental reflects acquisitions as well as operational performance
• Adjusted EBITDA Sales below previous year level: higher Non-Core sales volumes offset by lower Non-Core step-ups, also higher selling costs due to increased sales volumes

FFO

	Actuals		Change
€m	H1 2015	H1 2014	€m	%
Adjusted EBITDA	446.1	258.4	187.7	73%
(-) Interest expense FFO	-153.1	-98.9	-54.2	55%
(-) Current income taxes	-9.2	-6.8	-2.4	35%
(=) FFO2	283.8	152.7	131.1	86%
(-) Adjusted EBITDA Sales	-19.5	-22.4	2.9	-13%
(=) FFO1	264.3	130.3	134.0	103%
thereof attributable to shareholders	251.5	130.3	121.2	93%
thereof attributable to equity hybrid investors	12.8	-	-	-
(-) Capitalized maintenance	-39.7	-10.8	-28.9	268%
(=) AFFO	224.6	119.5	105.1	88%
(+) Capitalized maintenance	39.7	10.8	28.9	268%
(+) Expenses for maintenance	107.1	69.1	38.0	55%
(=) FFO1 excl. maintenance	371.4	199.4	172.0	86%

	Actuals		Change
€m	June 30, 2015	December 31, 2014	€m	%
Equity attributable to shareholders	7,523.8	4,932.6	2,591.2	53%
Deferred taxes on investment property/ properties for sale	2,445.5	1,581.0	864.5	55%
Fair value of derivative financial instruments1	158.9	88.1	70.8	80%
Deferred taxes on derivative financial instruments	-40.7	-23.7	-17.0	72%
EPRA NAV	10,087.5	6,578.0	3,509.5	53%
Goodwill	-2,292.8	-106.0	-2,186.8	na
Adjusted NAV	7,794.7	6,472.0	1,322.7	20%
2 EPRA NAV per share (€)	28.14	24.22	3.92	16%
2 Adjusted NAV per share (€)	21.74	23.83	-2.09	-9%

¹ Adjusted for effects from cross-currency swaps

² Based on number of shares outstanding as of respective reporting dates (31 Dec. 2014: 271.6m; 30 June 2015: 358.5m)

€m	H1 2015	H1 2014	Change (€m)	Change (%)	Comments
Income from property letting	913.8	542.3	371.5	68.5	Increase mainly acquisition-related (residential
Rental income	628.0	376.7	251.3	66.7	units 348k vs 185k), additionally in-place rent on a like-for-like basis increased by 2.7%
Ancillary costs	285.8	165.6	120.2	72.6
Other income from property management	14.0	9.0	5.0	55.6	Increase mainly reflects increased portfolio size, additionally vacancy rate decreased by 0.3pp
Income from property management	927.8	551.3	376.5	68.3
Income from sale of properties	221.4	138.9	82.5	59.4	Slight increase due to higher Non-Core Sales
Carrying amount of properties sold	-204.8	-120.9	-83.9	69.4	volumes, partially offset by lower Non-Core Step ups
Revaluation of assets held for sale	15.2	11.3	3.9	34.5	Internal quarterly review of fair value of investment
Profit on disposal of properties	31.8	29.3	2.5	8.5	properties did not result in any significant changes
Net income from fair value adjustments of investment properties	0.0	20.8	-20.8	-100	compared to 31 December 2014
Capitalized internal modernization expenses	65.3	34.2	31.1	90.9	Increase reflects larger portfolio size and in sourcing effect of our own craftsmen organization
Cost of materials	-425.4	-246.4	-179.0	72.6
Expenses for ancillary costs	-279.1	-160.6	-118.5	73.8	Increase mainly acquisition-related
Expenses for maintenance	-109.2	-61.3	-47.9	78.1	Ramp-up from 3,283 to 5,877 employees leads to increased personnel expenses which primarily
Other costs of purchased goods and services	-37.1	-24.5	-12.6	51.4	result from GAGFAH merger & TGS growth
Personnel expenses	-138.1	-87.9	-50.2	57.1	Increase mainly due to acquisitions (especially
Depreciation and amortisation	-4.8	-3.4	-1.4	41.2	GAGFAH) and increased recurring income / cost reimbursements
Other operating income	36.9	19.8	17.1	86.4
Other operating expenses	-113.2	-74.9	-38.3	51.1	Increase mainly related to additional expenses of acquisitions as well as consulting and audit fees
Financial income	2.7	2.8	-0.1	-3.6	for GAGFAH merger, other effects comprise
Financial expenses	-238.8	-145.0	-93.8	64.7	vehicle and travelling costs which mainly increased due to insourcing
Profit before tax	144.2	100.6	43.6	43.3
Income tax	-59.3	-30.6	-28.7	93.8	Strongly impacted by additional financings as a result of acquisitions and by transaction costs for
Current income tax	-7.9	4.9	-12.8	-261.2	GAGFAH deal financing
Other (incl. deferred tax)	-51.4	-35.5	-15.9	44.8
Profit for the period	84.9	70.0	14.9	21.3

Modernization and Maintenance

Maintenance and modernization (€m)	H1 2015	H1 2014	Change (€m)	Change (%)	Comments
Maintenance expenses	107.1	69.1	38.0	55%
Capitalized maintenance	40.1	11.0	29.1	265%	Modernization programme mainly addressing investments in buildings or apartments regarding energy
Modernization work	118.0	61.4	56.6	92%	efficiency, senior living and high standard refurbishments
Total cost of modernization and maintenance	265.2	141.5	123.7	87%
Thereof sales of own craftmen's organisation	168.8	78.6	90.2	115%	Compared to 6M 2014, revenues
Thereof bought-in services	96.4	62.9	33.5	53%	of in-house craftsmen organisation increased significantly due to
Modernization and maintenance / sqm (€)	14.15	12.36	1.79	14%	successful TGS implementation and increased portfolio size

Maintenance and Modernization

Balance Sheet

€m	Jun 30, 2015	Dec 31, 2014	Comments
Investment Properties	21,196.5	12,687.2	Increase driven by GAGFAH acquisition € 8,184.8m
Other non-current assets	2,580.4	292.8	as well as the "Franconia" acquisition € 298.1m
Total non-current assets	23,776.9	12,980.0	Increase mainly driven by GAGFAH acquisition
Cash and cash equivalents	313.6	1,564.8	Preliminary Goodwill of € 2,186.8m included
Other financial assets	1.4	2.0
Other current assets	309.7	212.4	Decrease basically driven by cash consideration GAGFAH € 2,022.5m
Total current assets	624.7	1,779.2
Total Assets	24,401.6	14,759.2
Total equity attributable to DA shareholders	7,523.8	4,932.6
Equity attributable to hybrid capital investors	1,021.4	1,001.6	Capital increase of € 2,783.2m included
Non-controlling interests	185.7	28.0
Total equity	8,730.9	5,962.2	Increase of non controlling interest by consolidation of GAGFAH €119.2m
Provisions	546.4	422.1
Trade payables	0.9	1.0
Non derivative financial liabilities	12,203.9	6,539.5
Derivative financial liabilities	138.0	54.5	Increase driven by consolidation of GAGFAH,
Liabilities from finance leases	98.8	88.1	as well as issuing EMTN Bonds of € 1.0bn.
Liabilities to non-controlling interests	38.4	46.3
Other liabilities	35.9	8.6
Deferred tax liabilities	1,624.9	1,132.8
Total non-current liabilities	14,687.2	8,292.9	Increase generally driven by GAGFAH acquisition € 456.5m
Provisions	338.5	211.3
Trade payables	83.4	51.5
Non derivative financial liabilities	266.4	125.3
Derivative financial liabilities	91.1	21.9
Liabilitiesfrom finance leases	4.7	4.4
Liabilities to non-controlling interests	8.0	7.5
Income tax liabilities	44.4	0.0
Other liabilities	147.0	82.2
Total current liabilities	983.5	504.1
Total liabilities	15,670.7	8,797.0
Total equity and liabilities	24,401.6	14,759.2

Goodwill

	Actuals
€m	June 30, 2015	Dec. 31, 2014
Goodwill DeWAG	10.7	10.7
Goodwill Vitus	95.3	95.3
Goodwill GAGFAH (preliminary)	2,186.8	-
Total Goodwill (as of reporting date)	2,292.8	106.0
Goodwill SÜDEWO (preliminary until 31.12.2015)1	340 approx.	-

¹ As per 8 July 2015; incl. deferred taxes of approx. €230m

GAGFAH Goodwill – Q2 development by PPA item

€m	€m
Preliminary Goodwill as at March 31, 2015	2,203.4
Investment properties (IAS 40)	-232.1
Property, plant and equipment (IAS 16)	+1.4
Multi-employer post-retirement benefit plan obligation (VBL)	+27.6
Deferred taxes	+64.2
Consideration for acquired share in extended offer period due to Luxembourg corporate requirements	+238.0
Adjustment for non-controlling interests to 93.80%	-119.2
Miscellaneous	+3.5
Indicative and preliminary Goodwill as at June 30, 2015 = Movement	2,186.8 -16.6

LTV

€m	June 30, 2015	Proforma1 June 30, 2015	Dec. 31, 2014
Non-derivative financial liabilities	12,470.3	12,470.3	6,664.8
Foreign currency effects	-154.4	-154.4	-84.0
Cash and cash equivalents	-313.6	-313.6	-1,564.8
and Franconia acquisitions2 Funds held for GAGFAH	-	-	1,322.5
Net cash effect of rights issue	-	-300.0	-
Liquid funds (SÜDEWO)	-	-167.8	-
Adjusted net debt	12,002.3	11,534.5	6,338.5
Fair value of Vonovia portfolio	21,299.2	21,299.2	12,759.1
Fair value of SÜDEWO portfolio	-	1,748.0	-
Fair value of Vonovia + SÜDEWO portfolio	21,299.2	23,047.2	12,759.1
LTV	56.4%	50.0%	49.7%
1 Post rights issue/SÜDEWO acquisition

²Adjusted for equity instruments

Perpetual hybrid not treated as liability

Bond and Rating KPI's (as per June 30, 2015)

Covenant	Level	Actual
LTV
Total Debt / Total Assets	<60%	51%
Secured LTV
Secured Debt / Total Assets	<45%	31%
ICR
LTM1 EBITDA / LTM Interest Expense	>1.80x	2.81x
Unencumbered Assets
Unencumbered Assets / Unsecured Debt	>125%	207%

Rating KPIs	Covenant	Level
	Debt to Capital
	Total Debt / Total Equity + Total Debt	<60%
	ICR
	LTM EBITDA / LTM Interest Expense	>1.80%

¹ LTM = last 12 months

Bond KPIs

Development of Unencumbrance Ratio

• Unencumbrance ratio dropped from 50% pre GAGFAH down to 32% including GAGFAH
• S&P provides up to 18 months (i.e. 30 Sept 2016) to reach 50% unencumbrance ratio

Evolution of average interest costs/interest rate sensitivity

Evolution of average interest costs

• Reduction of average interest costs since 2012, while extended and smoothened the maturity profile at the same time
• Superior mix of secured and unsecured refinancing sources to reduce risk and maximise funding options
• Included a €700m Hybrid with 4.6% coupon to our capital structure for the 2014 acquisitions instead of Convertibles, so that FFO dilution could be avoided

We will further optimise our capital structure as well as debt profile in terms of costs and maturity. Our focus is not purely on minimising the average interest costs. We also consider the optimal product mix, the overall economic benefit and the shareholder interests to support long term growth.

Next aim is to reduce the refinancing volume for 2018 quickly

Bonds / Rating

Corporate investment grade rating

Rating agency	Rating	Outlook	Last Update
Standard & Poor's	BBB+	Stable	10 Mar 2015

Bond ratings

	Amount Amount	Issue Price Issue price	Coupon Coupon	Final Maturity Date Final Maturity Date	Rating Rating
3 years 2.125%	€ 700m	99.793%	2.125%	25 July 2016	BBB+
Euro Bond
6 years 3.125%	€ 600m	99.935%	3.125%	25 July 2019	BBB+
Euro Bond
4 years 3.200%	USD 750m	100.000%	3.200%	2 Oct 2017	BBB+
Yankee Bond			(2.970%)*
10 years 5.000%	USD 250m	98.993%	5.000%	2 Oct 2023	BBB+
Yankee Bond			(4.580%)*
8 years 3.625%	€ 500m	99.843%	3.625%	8 Oct 2021	BBB+
EMTN (Series No. 1)
60 years 4.625%	€ 700m	99.782%	4.625%	8 Apr 2074	BBB-
Hybrid Bond
8 years 2.125%	€ 500m	99.412%	2.125%	9 July 2022	BBB+
EMTN (Series No. 2)
perpetual 4%	€ 1,000m	100.000%	4.000%	perpetual	BBB-
Hybrid Bond
5 years 0.875%	€ 500m	99.263%	0.875%	30 Mar 2020	BBB+
EMTN (Series No. 3)
10 years 1.500%	€ 500m	98.455%	1.5000%	31 Mar 2025	BBB+
EMTN (Series No. 4)
*EUR-equivalent re-offer yield

CMBS Overview as of June 30, 2015

Name	Amount	Coupon	Final Maturity Date
German Residential Funding 2013-1 Limited	€1,874m	2.80%	Aug 27, 2018
German Residential Funding 2013-2 Limited	€683m	2.68%	Nov. 27, 2018
Taurus 2013 (GMF1) PLC	€1,038m	3.35%	May 21, 2018

2015 Modernization Program on track

• Three investment modules in 2015 delivering ~7% unlevered yield:
• "Upgrade buildings" energetic building modernization
• "Optimize apartments" vacant flat modernization
• "New products" (e.g. bathroom)
• 75 % of planned investment volume initiated and under construction
• Bulk of "upgrade building" projects has started as planned during Q2
• "Optimize apartments" confirm expectations

German Residential Big and Safe Harbor

German resi market: important pillar of the German economy

• Germany and its resilient economy provide a comparatively safe harbor for foreign investments
• Due to its regulatory structure, the German residential rental market is largely immune to macro-economic fluctuations
• With a GDP contribution of more than €430bn the German real estate industry represents almost 20% of Germany's GDP
• The net asset value of residential buildings is more than €4.2 trillion (valued at replacement costs)

German Resi – Favorable Fundamentals

SQM per capita growth in Germany's largest cities until 2025

Continuous trend of migration to the cities

% of People Living in German Cities

Sources: Federal Statistics Office, IW Köln

German Resi – Unique Structure

Peculiarities to German real estate market

• Second lowest home-ownership ratio in Europe
• Highly regulated rental market
• Cultural mindset to not owe debt and to view buying a home as a lifetime decision
• Fragmented ownership structure
• One of the few countries in the world with a sizeable listed residential market

Tremendous growth in recent years…

Replacement costs are more than double the current valuation

Germany with second lowest homeownership ratio in Europe

…but still only a small share of the total rental market of ~24 million units

What you can expect of our Q3 Reporting

We will…

• … update you on 2016 modernization program incl. portfolio segmentation and drill-own for all recent acquisitions
• … update you on 2015 disposal program
• … update you on the expected 2015 valuation corridor
• … update you on operational synergies (timing)
• … give you guidance for FY 2016

… on 3 November 2015

IR Contact & Financial Calendar

Investor Relations Vonovia SE Philippstr. 3 44803 Bochum Germany

+49 234 314 1609 investorrelations@vonovia.de www.vonovia.de

Contact Financial Calendar

2015

March 5	Full year results 2014
Apr 30	Annual General Meeting
Jun 01	Interim report Q1 2015
Aug 19	Interim report H1 2015
Nov 3	Interim report 9M 2015

2016

March 3	Full year results 2015
May 12	Annual General Meeting
May 12	Interim report Q1 2016
Aug 2	Interim report H1 2016
Nov 3	Interim report 9M 2016

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 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.

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.

Tables and diagrams may include rounding effects.