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Vonovia SE

Investor Presentation Oct 13, 2017

477_ip_2017-10-13_f9849632-8cd3-44b2-8bd1-30bb474cb9e6.pdf

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Company Presentation

1. Our Market

  1. Our Company

  2. Our Numbers

German Residential – Safe Harbor and Low Risk

Evergreen contracts in a regulated market safeguard sustainable growth

  • Contrary to most other jurisdictions such as the USA, residential lease agreements are evergreen contracts (VNA's avg. lease length is 13.5 years); rental growth is regulated and not directly linked to CPI, GDP development etc.
  • Rents are regulated via "Mietspiegel" (city-specific rent indices), which look at the asking rents of the previous four years to determine a rent growth level for existing tenants for the next two years.

Sources: Federal Statistics Office, GdW (German Association of Professional Homeowners), REIS, BofA Merrill Lynch Global Research; BIP USA: IMF, Statista Note: Due to lack of q-o-q US rent growth data, the annual rent growth for a year is assumed to also be the q-o-q rent growth of that year

German Residential – Landlords Benefit from Structural Imbalance between Supply and Demand

New supply falls short of demand

  • Consensus estimates see a current shortage of around 1 million apartments in urban areas. Three main constraints stand in the way of material changes in the short and even medium term:
  • Building permits often take several years because city administrations lack qualified personnel.
  • Severe shortage of building capacity after years of downsizing.
  • Substantial gap between in-place values and market replacement cost render construction in affordable segment economically unfeasible.

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

German Residential – Favorable Fundamentals

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

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

  • Affordability in Germany is higher than in the UK or France.

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

Home ownership rate 2015 in %

Rent as % of disposable household income

Sources: Federal Statistics Office, Eurostat

27

German Residential – Favorable Fundamentals

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

Ownership structure (million units)

Listed sector represents ~4% of total rental market.

Fragmented ownership structure Growing number of smaller households

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

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

Vonovia at a Glance

Size Germany's largest owner and operator of residential real estate.
Pan-German portfolio with >350k apartments and >€30bn gross asset
value across 15 urban regional markets.
IPO in 2013; DAX 30 constituent since 2015 with a market cap of ~€17bn,
100% free float1 and ~€45m average daily turnover.
Philosophy Full-scale service provider with insourcing strategy and value-add business
to leverage economies of scale in a highly homogeneous asset class.
Strong internal growth profile via sustainable market rent growth,
additional rent growth from portfolio investments and dynamic value-add
business.
Investor
Benefit
Predictable top and bottom line offer downside protection; scalable
business provides upside potential.
Robust business model delivers highly stable and growing cash flows.

1 Free float according to Deutsche Börse is 92.5%, as Norges stake is not counted towards the free float

Illustration of Germany at Night

Illustration of Germany at Night

Note: Vonovia Strategic Portfolio

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

Proven and Unchanged Strategy since IPO

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

  2. Our Company

  3. Our Numbers

Track Record

Valuation Going Up but still Moderate

  • Adj. NAV (€/share) Fair values have been consistently moving up but are still well below replacement costs and market prices
  • NAV has also been steadily improving
  • Three points to bear in mind with regards to NAV
  • NAV is based on the discounted rental values of the assets
  • DCF assumptions are based on market terms for operating costs etc.
  • Reflects brick and mortar value and disregards Vonovia's operating platform and value-add business

Sustainable Growth in FFO 1 and Dividends

1 Rental income + EBITDA Value-add Business and Other; excluding sales effects. 2 Midpoint 2017 guidance

Accelerating Rent Growth Momentum

Rent growth drivers (last 12M) H1 2017 H1 2016 Delta
Sitting tenants
(incl. subsidized rents)
1.2% 1.0% +20 bps
New lettings 0.5% 0.7% -20 bps
Subtotal market-driven rent
growth
1.7% 1.7% ---
Modernization 1.9% 1.1% +80 bps
Subtotal l-f-l rent growth 3.6% 2.8% +80 bps
Space creation 0.1% 0.0% +10 bps
Subtotal organic rent growth 3.7% 2.8% +90 bps
Portfolio management
(+ acquisitions ./. sales)
0.2% 2.8% -260 bps
Total rent growth 3.9% 5.6% -170 bps
  • Continuously sustainable rent growth contribution from market rent growth plus accelerated rent growth from modernization with an increase by 80 bps y-o-y.
  • 3.8-4.0% organic rent growth for 2017 partly driven by ca. €470m investment volume in 2016. This year's investment volume of ca. €730m is expected to push organic rent growth above 4% starting in 2018.
Positive rent growth trajectory
2013 2014 2015 2016 2018+
2017 (E)
(E)
Market driven 1.6% 1.6% 1.7% 1.5%
Modernization 0.4% 0.9% 1.2% 1.8%
Space creation --- --- --- ---
Organic rent
growth
1.9% 2.5% 2.9% 3.3% 3.8%
-
>4%
4.0%

Smooth Maturity Profile with Diverse Funding Mix

1 Average financing cost of debt maturing in the relevant year. 2 Weighted avg. financing cost excl. Equity Hybrid. Including Equity Hybrid the avg. interest rate of debt maturing in 2021 is 3.7%. 3 Net Debt as of June 30 over H1 EBITDA Operations annualized.

Pro-active Portfolio Management Clustering

Strategic units of conwert portfolio have initially all been included

in Operate and will be reclassified to UB and OA in the context of

96% of total fair value in Strategic and Privatization clusters.

the regular annual portfolio clustering in the fall.

June 30, 2017 Residential Units In-place rent Vacancy rate Fair value Fair value
Operate 105,972 (€/sqm)
6.29
(%)
2.8
(€bn)
9.7
(%)
31%
Upgrade Buildings (UB) 125,064 6.03 2.7 10.1 33%
Optimize Apartments (OA) 89,275 6.25 2.1 8.2 27%
Subtotal Strategic Clusters 320,311 6.18 2.6 27.9 91%
Privatize 16,180 6.01 4.3 1.5 5%
Non-strategic 8,862 4.85 8.9 0.3 1%
Non-core 5,259 4.99 8.2 0.3 1%
Total Germany 350,612 6.12 2.9 30.1 98%
Austria 2,203 6.24 3.1 0.6 2%
Total Residential Portfolio 352,815 6.12 2.9 30.7 100%

Fair value of the developed land excluding €156.0 million for undeveloped land, inheritable building rights granted and other.

Growing Investment Volume

  • Investments into the portfolio are increasingly meaningful organic growth drivers and provide independence from acquisition opportunities.
  • Average 7% hurdle rate (unlevered) for each program year with investments in year one generally lead to rent growth in year two.
  • Increasing scope of work from single apartment over whole building to entire neighborhoods including modular space creation.

Concept

  • Expansion of core business to extend the value chain by offering additional services and products that are directly linked to our customers and/or the properties and offer the same cash flow stability as the rental business.
  • Insourcing of services to ensure maximum process management and cost control.
  • Two types of Value-add Business
    1. External income (e.g. multimedia, smart metering)
    1. Internal savings (e.g. craftsmen, resi environment)
  • New initiatives always follow same low risk pattern of
  • Prototype development
  • Proof of concept in pilot phase
  • Roll-out across portfolio

Economics

  • NAV does not account for Vonovia's Value-add Business.
  • Applying the impairment test WACC1 to the 2017E Adj. EBITDA Value-add Business translates into an additional value of ~€5.1 per share (~16% on top of Adj. NAV).
Penetration
Multimedia ca. 75%
Smart
metering
ca. 15%
Residential environment ca.
20%
Craftsmen VTS ca. 70% (maintenance)
ca. 20% (modernization)
target is around 70% to allow for
enough flexibility in the volumes
and to enable continuous
benchmarking to market prices

Guidance (JPY currency)

EUR USD JPY
2015 2016 2017 2015 2016 2017 2015 2016 2017
Actuals Actuals Guidance Actuals Actuals Guidance Actuals Actuals Guidance
Organic rent growth (eop) 2.9% 3.3% 3.8%
-
4.0%
2.9% 3.3% 3.8%
-
4.0%
2.9% 3.3% 3.8%
-
4.0%
Occupancy (eop) 97.3% 97.6% >97.5% 97.3% 97.6% >97.5% 97.3% 97.6% >97.5%
Rental Income (m) 1,415 1,538 1,660
-
1,680
1,671 1,817 1,961
-
1,984
187,063 203,337 219,452
-
222,096
FFO1 (m) 608 761 900
-
920
718 899 1,063
-
1,087
80,378 100,578 118,980
-
121,624
FFO 1 per share 1.30 1.63 1.86
-
1.90
1.54 1.93 2.20
-
2.24
171.86 215.49 245.89
-
251.18
Maintenance (m) 331 320 ~340 391 378 ~402 43,758 42,317 ~44,948
Modernization &
Investments (m)
356 472 ~730 420 558 ~862 47,063 62,438 ~96,506
Privatization (#) 2,979 2,701 ~2,300 2,979 2,701 ~2,300 2,979 2,701 ~2,300
FV step-up (Privatization) 30.5% 36.2% ~35% 30.5% 36.2% ~35% 30.5% 36.2% ~35%
Non-core (#) 12,195 23,930 opportunistic 12,195 23,930 opportunistic 12,195 23,930 opportunistic
FV step-up (Non-Core) 9.2% 5.4% >0% 9.2% 5.4% >0% 9.2% 5.4% >0%
Dividend/share 0.94 1.12 70% of FFO 1 1.11 1.32 70% of FFO 1 124.27 148.06 70% of FFO 1

Exchange rates as of Sep 27, 2017 (EUR 1.00 : USD 1.18115 : JPY 132.20).

EUR USD HKD
2015 2016 2017 2015 2016 2017 2015 2016 2017
Actuals Actuals Guidance Actuals Actuals Guidance Actuals Actuals Guidance
Organic rent growth (eop) 2.9% 3.3% 3.8%
-
4.0%
2.9% 3.3% 3.8%
-
4.0%
2.9% 3.3% 3.8%
-
4.0%
Occupancy (eop) 97.3% 97.6% >97.5% 97.3% 97.6% >97.5% 97.3% 97.6% >97.5%
Rental Income (m) 1,415 1,538 1,660
-
1,680
1,671 1,817 1,961
-
1,984
13,057 14,193 15,317
-
15,502
FFO1 (m) 608 761 900
-
920
718 899 1,063
-
1,087
5,610 7,020 8,305
-
8,489
FFO 1 per share 1.30 1.63 1.86
-
1.90
1.54 1.93 2.20
-
2.24
12.00 15.04 17.16
-
17.53
Maintenance (m) 331 320 ~340 391 378 ~402 3,054 2,954 ~3,137
Modernization & Investments
(m)
356 472 ~730 420 558 ~862 3,285 4,358 ~6736
Privatization (#) 2,979 2,701 ~2,300 2,979 2,701 ~2,300 2,979 2,701 ~2,300
FV step-up (Privatization) 30.5% 36.2% ~35% 30.5% 36.2% ~35% 30.5% 36.2% ~35%
Non-core (#) 12,195 23,930 opportunistic 12,195 23,930 opportunistic 12,195 23,930 opportunistic
FV step-up (Non-Core) 9.2% 5.4% >0% 9.2% 5.4% >0% 9.2% 5.4% >0%
Dividend/share 0.94 1.12 70% of FFO 1 1.11 1.32 70% of FFO 1 8.67 10.33 70% of FFO 1

Exchange rates as of Sep 27, 2017 (EUR 1.00 : USD 1.18115 : HKD 9.22733).

Guidance (SGD currency)

EUR USD SGD
2015 2016 2017 2015 2016 2017 2015 2016 2017
Actuals Actuals Guidance Actuals Actuals Guidance Actuals Actuals Guidance
Organic rent growth (eop) 2.9% 3.3% 3.8%
-
4.0%
2.9% 3.3% 3.8%
-
4.0%
2.9% 3.3% 3.8%
-
4.0%
Occupancy (eop) 97.3% 97.6% >97.5% 97.3% 97.6% >97.5% 97.3% 97.6% >97.5%
Rental Income (m) 1,415 1,538 1,660
-
1,680
1,671 1,817 1,961
-
1,984
2,262 2,459 2,654
-
2,686
FFO1 (m) 608 761 900
-
920
718 899 1,063
-
1,087
972 1,216 1,439
-
1,471
FFO 1 per share 1.30 1.63 1.86
-
1.90
1.54 1.93 2.20
-
2.24
2.08 2.61 2.97
-
3.04
Maintenance (m) 331 320 ~340 391 378 ~402 529 512 ~544
Modernization & Investments
(m)
356 472 ~730 420 558 ~862 569 755 ~1,167
Privatization (#) 2,979 2,701 ~2,300 2,979 2,701 ~2,300 2,979 2,701 ~2,300
FV step-up (Privatization) 30.5% 36.2% ~35% 30.5% 36.2% ~35% 30.5% 36.2% ~35%
Non-core (#) 12,195 23,930 opportunistic 12,195 23,930 opportunistic 12,195 23,930 opportunistic
FV step-up (Non-Core) 9.2% 5.4% >0% 9.2% 5.4% >0% 9.2% 5.4% >0%
Dividend/share 0.94 1.12 70% of FFO 1 1.11 1.32 70% of FFO 1 1.50 1.79 70% of FFO 1

Exchange rates as of Sep 27, 2017 (EUR 1.00 : USD 1.18115 : SGD 1.59857).

Guidance (MYR currency)

EUR USD MYR
2015
2016
2017
2015 2016 2017 2015 2016 2017
Actuals Actuals Guidance Actuals Actuals Guidance Actuals Actuals Guidance
Organic rent growth
(eop)
2.9% 3.3% 3.8%
-
4.0%
2.9% 3.3% 3.8%
-
4.0%
2.9% 3.3% 3.8%
-
4.0%
Occupancy (eop) 97.3% 97.6% >97.5% 97.3% 97.6% >97.5% 97.3% 97.6% >97.5%
Rental Income (m) 1,415 1,538 1,660
-
1,680
1,671 1,817 1,961
-
1,984
7,031 7,642 8,248
-
8,347
FFO1 (m) 608 761 900
-
920
718 899 1,063
-
1,087
3,021 3,780 4,472
-
4,571
FFO 1 per share 1.30 1.63 1.86
-
1.90
1.54 1.93 2.20
-
2.24
6.46 8.10 9.24
-
9.44
Maintenance (m) 331 320 ~340 391 378 ~402 1,645 1,590 ~1,689
Modernization &
Investments (m)
356 472 ~730 420 558 ~862 1,769 2,347 ~3,627
Privatization (#) 2,979 2,701 ~2,300 2,979 2,701 ~2,300 2,979 2,701 ~2,300
FV step-up
(Privatization)
30.5% 36.2% ~35% 30.5% 36.2% ~35% 30.5% 36.2% ~35%
Non-core (#) 12,195 23,930 opportunistic 12,195 23,930 opportunistic 12,195 23,930 opportunistic
FV step-up (Non-Core) 9.2% 5.4% >0% 9.2% 5.4% >0% 9.2% 5.4% >0%
Dividend/share 0.94 1.12 70% of FFO 1 1.11 1.32 70% of FFO 1 4.67 5.56 70% of FFO 1

Exchange rates as of Sep 27, 2017 (EUR 1.00 : USD 1.18115 : MYR 4.96870).

Contact Financial Calendar 2017

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

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

2017
Nov 8 Interim results 9M 2017
Nov 13-16 Management Roadshow (Europe)
Nov 17 Roadshow (Brussels)*
Nov 28 UBS Global Real Estate CEO/CFO Conference (London)
Nov 28 Roadshow (Geneva)*
Dec 1 Societe
Generale
The Premium Review Conference (Paris)
Dec 5 Berenberg
European Corporate Conference (Pennyhill)*
Dec 11 HSBC Global Real Estate Conference (Cape Town)
Dec 14 Roadshow (Milano)*
2018
Mar 6 FY 2017 results
May 3 Interim retults
3M 2018
May 9 Annual General Meeting
Aug 2 Interim Results
6M 2018
Nov 6 Interim Resuts
9M 2018

Appendix

Liquid Large-cap Stock

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

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

  • While market prices are affected by general interest rate levels, there is no significant correlation.
  • Other factors such as supply/demand imbalance, rental regulation, market rent growth, location of assets etc. outweigh the impact of interest rates when it comes to pricing residential real estate.
  • The steep decline in interest rates (down by 760bps since 1992) is not mirrored by asset yields (down by 120bps since 1992).
  • Asset yields outperformed interest rates by 240bps on average since 1992 and 550bps in June 2016.

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

Three Valuation Layers with Different Volatilities

High degree of stability and predictability of underlying business (layer 1) and portfolio valuation (layer 2) is not reflected in share price development (layer 3), as equity markets appear to apply valuation parameters that are substantially less material for Vonovia's operating performance.

1 Mid point guidance.

Non-deal Roadshow to Asia – October 2017 page 30

H1 2017 Highlights

Built-in organic growth dynamics continue

  • Accelerated organic rent growth of 3.7% y-o-y (prior year: 2.8%)
  • Adj. EBITDA Operations up 8.9% y-o-y.
  • FFO 1 per share up 15.7% y-o-y (18.1% on average NOSH).

Execution of 2017 investment program running at full speed

  • 98% of projects for €730m target investment volume completed or committed.
  • Growing pipeline for space creation projects to achieve annual run rate of ~2,000 new units p.a.

Half-year valuation supports positive momentum

  • Valuation exercise comprised ca. 2/3 of portfolio (20 largest cities plus five additional locations).
  • €1.5bn l-f-l value increase (+5.2% overall and +7.1% for the sub-portfolio that was revalued).

Guidance for 2017 confirmed

  • Operational integration of conwert completed.
  • Performance of first six months fully confirms our expectations for the full year.
  • Final guidance for 2017 and initial guidance for 2018 with 9M results in November.

Built-in Organic FFO 1 Growth Continues in H1

  • The average portfolio size was similar y-o-y.
  • Organic rent growth, better average portfolio quality and increased contribution from Value-add Business drove 8.9% Adj. EBITDA Operations growth in spite of temporary additional cost load from conwert.
  • 15.7% FFO 1 per share growth despite slight dilution from conwert and scrip dividend.
H1 2017 H1 2016 Delta
Average number of residential sqm `000 22,226 21,938 +1.3%
Average number of residential units # 355,570 351,720 +1.1%
Organic rent growth % 3.7 2.8 +0.9pp
In-place rent (eop) €/month/sqm 6.12 5.89 +3.9%
Vacancy rate (eop) % 2.9 2.8 +0.1pp
Rental income €m 833.2 774.7 +7.6% +€58.5m
Maintenance expenses €m -127.3 -119.0 +7.0%
Operating expenses €m -132.4 -120.1 +10.2%
Adj. EBITDA Rental €m 573.5 535.6 +7.1% +€37.9m
Adj. EBITDA Value-add business €m 45.6 26.0 +75.4%
Adj. EBITDA Operations €m 607.6 558.1 +8.9% +€49.5m
FFO interest expense €m -138.0 -162.8 -15.2%
Current income taxes FFO 1 €m -11.9 -7.5 +58.7%
FFO 1 €m 457.7 387.8 +18.0% +€69.9m
FFO 1 per share (eop
NOSH)
0.96 0.83 +15.7%
FFO 1 per share (avg. NOSH) 0.98 0.83 +18.1%

LTV Well within Target Range Debt/EBITDA Multiple of 11.2x

LTV down to 43.2% and well within target range of 40%-45%.

€m
(unless indicated otherwise)
Jun. 30, 2017 Mar. 31, 2017 Dec. 31, 2016
Non-derivative financial liabilities 14,257.6 14,435.3 13,371.0
Foreign exchange rate effects -137.2 -194.8 -209.9
Cash and cash equivalents -378.1 -1,007.9 -1,540.8
Net debt 13,742.3 13,232.6 11,620.3
Sales receivables -180.0 -144.4 -135.4
Additional loan amount for outstanding acquisitions --- 275.0 ---
Adj. net debt 13,562.3 13,363.2 11,484.9
Fair value of real estate portfolio 30,830.2 29,607.6 27,115.6
Shares in other real estate companies 564.6 520.4 503.1
Adj. fair value of real estate portfolio 31,394.8 30,128.0 27,618.7
LTV 43.2% 44.4% 41.6%

Debt/EBITDA multiple is net debt as of June 30 over H1 EBITDA Operations annualized.

FFO 1 per Share +15.7%

  • Driven by better operational performance and lower interest expenses, FFO 1 per share was up 15.7% y-o-y for eop NOSH and up 18.1% for avg. NOSH.
  • Number of shares outstanding increased from 466.0m to 476.5m (+2.2%) as a result of the scrip dividend and the conwert acquisition.1
€m
(unless indicated otherwise)
H1 2017 H1 2016 Delta
Adj. EBITDA Operations 607.6 558.1 8.9%
FFO interest expense -138.0 -162.8 -15.2%
Current income taxes FFO 1 -11.9 -7.5 58.7%
FFO 1 457.7 387.8 18.0%
of which attributable to Vonovia's shareholders 431.1 362.3 19.0%
of which attributable to Vonovia's hybrid capital investors 20.0 20.0 -
of which attributable to non-controlling interests 6.6 5.5 20.0%
Capitalized maintenance -30.5 -29.1 4.8%
AFFO 427.2 358.7 19.1%
Current income taxes FFO 2 -20.1 -25.0 -19.6%
Adjusted EBITDA Sales 44.3 46.5 -4.7%
FFO 2 481.9 409.3 17.7%
FFO 1 €
/ share (eop NOSH)
0.96 0.83 15.7%
FFO 1 €
/ share (avg. NOSH)
0.98 0.83 18.1%

1 8.6m additional new shares were created in July in the context of the GAGFAH merger.

Investment Program well on Track

  • Fully on track to execute 2017 investment program at an average yield on cost of ~7% unlevered.
  • 98% of projects committed or already completed.

Note: Numbers include projects kicked off in 2016.

Ramping Up Space Creation

  • The bottleneck is not availability of projects, building capacity or financing but construction permits including all preliminary approvals necessary.
  • By way of planning, applying for building permits and doing construction work for different projects in parallel, Vonovia is developing a pipeline to ensure a steady flow of project completions going forward to achieve a target run rate of 2,000 new apartments p.a.

Vonovia's strategy: planning, applying for construction permits and building a multitude of projects in parallel

Note: indicated durations are averages based on Vonovia's experience and can vary between different projects.

Portfolio Valuation Update

  • Valuation as of June 30 comprised the 20 largest cities of our portfolio, plus five additional locations, representing ca. 2/3 of the entire portfolio fair value. All other locations and values were left unchanged and adjusted only for capitalization.
  • Total value uplift of €1.5bn (5.2%).
  • Average portfolio FV of €1,341/sqm with an in-place multiple of 18.5x.
  • Especially the valuation movement in Leipzig confirms our view on the conwert properties.
FV growth driver Value uplift
(%) (€m)
Yield compression 2.8% 830
Investments 0.5% 150
Performance 1.3% 393
Fair value uplift of properties reviewed 4.7% 1,373
Investments into properties outside review 0.5% 140
Total fair value uplift 5.2% 1,513

1 l-f-l valuation uplift compared to Dec. 31, 2016, excluding conwert, excluding Vienna.

Adj. NAV per Share Up 7.6% in H1 2017

Driven by the operating performance, the inclusion of conwert and the H1 valuation, the Adj. NAV per share is up 7.6% in the first six months in spite of the 2.2% increase in the number of shares outstanding.

€m
(unless indicated otherwise)
Jun. 30, 2017 Mar. 31, 2017 Dec. 31, 2016
Equity attributable to Vonovia's shareholders 13,368.0 12,706.5 12,467.8
Deferred taxes on investment properties and assets held
for sale
5,307.9 4,827.4 4,550.3
Fair value of derivative financial instruments1 39.0 29.0 44.4
Deferred taxes on derivative financial instruments -12.1 -14.3 -15.4
EPRA NAV 18,702.8 17,548.6 17,047.1
Goodwill -2,931.8 -2,931.8 -2,718.9
Adj. NAV 15,771.0 14,616.8 14,328.2
EPRA NAV €/share 39.25 37.43 36.58
Adj. NAV €/share 33.10 31.18 30.75

1 Adjusted for effects from cross currency swaps.

Sales – Steady Cash Flow at Attractive Margins

  • Overall sales volume lower than in prior-year period mostly as a result of portfolio transaction with LEG including privatizations in H1 2016.
  • Non-core / Non-strategic sales include a relatively large share of commercial properties from conwert portfolio.
PRIVATIZATION NON-CORE / NON
STRATEGIC
TOTAL
€m
(unless indicated otherwise)
H1 2017 H1 2016 H1 2017 H1 2016 H1 2017 H1 2016
No. of units sold 1,160 1,441 3,324 17,694 4,484 19,135
Income from disposal 142.7 133.3 559.2 717.2 701.9 850.5
Fair value of disposal -108.7 -99.1 -536.1 -693.1 -644.8 -792.2
Adj. profit from disposal 34.0 34.2 23.1 24.1 57.1 58.3
Fair value step-up (%) 31.3% 34.5% 4.3% 3.5%
Selling costs -12.8 -11.8
Adj. EBITDA Sales 44.3 46.5
H1 2017 H1 2016 Delta
Average number of residential sqm `000 22,226 21,938 +1.3%
In-place rent (eop) €/month/sqm 6.12 5.89 +3.9%
Organic rent growth % 3.7 2.8 0.9pp
Vacancy rate (eop) % 2.9 2.8 +0.1pp
Rental income €m 833.2 774.7 +7.6%
Cost per average unit 276 277 -0.4%
Adj. EBITDA Operations €m 607.6 558.1 +8.9%
Rental €m 573.5 535.6 +7.1%
Value-add
Business
€m 45.6 26.0 +75.4%
Other (i.e. consolidation) €m -11.5 -3.5 +>100%
FFO 1 €m 457.7 387.8 +18.0%
FFO 1 per share (eop
NOSH)
0.96 0.83 +15.7%
FFO 1 per share (avg. NOSH) 0.98 0.83 +18.1%
AFFO €m 427.2 358.7 +19.1%
Adj. EBITDA Sales €m 44.3 46.5 -4.7%
Adj. EBITDA (Total) €m 651.9 604.6 +7.8%
FFO 2 €m 481.9 409.3 +17.7%
Jun. 30, 2017 Dec. 31, 2016 Delta
Fair value of real estate portfolio €m 30,830.2 27,115.6 +13.7%
EPRA NAV €/share 39.25 36.58 +7.3%
Adj. NAV €/share 33.10 30.75 +7.6%
LTV % 43.2 41.6 -4.2pp

All Strategic Markets Show Upward Potential

Fair Value In-place rent
Regional Market (€m) (€/sqm) Residential
units
Living area
('000 sqm)
Vacancy
(%)
Total
(p.a., €m)
Residential
(p.a., €m)
(€/sqm) Organic rent
growth
(%)
Multiple
(in-place rent)
Average rent growth
forecast CBRE (5 yrs)
(%)
Average rent growth
(%) from Optimize
Apartments
Berlin 4,625 1,820 38,582 2,444 1.7 189 179 6.21 3.2 24.4 3.3 45.5
Rhine Main Area (Frankfurt,
Darmstadt, Wiesbaden)
3,196 1,757 28,052 1,789 1.8 164 159 7.54 3.9 19.5 3.2 40.3
Rhineland (Cologne,
Düsseldorf, Bonn)
3,105 1,464 30,756 2,063 3.1 167 159 6.65 4.3 18.5 2.8 29.4
Dresden 2,697 1,153 38,603 2,196 2.5 156 146 5.67 5.5 17.3 3.6 35.2
Southern Ruhr Area
(Dortmund, Essen, Bochum)
2,678 963 44,528 2,721 3.3 181 174 5.52 4.1 14.8 2.1 29.1
Hamburg 1,787 1,648 16,584 1,051 2.2 87 83 6.67 3.7 20.5 3.0 38.6
Munich 1,692 2,564 9,752 642 0.8 62 58 7.60 3.4 27.3 4.5 46.5
Stuttgart 1,592 1,717 14,235 896 1.8 82 78 7.42 1.9 19.3 2.8 38.4
Northern Ruhr Area (Duisburg,
Gelsenkirchen)
1,326 774 27,281 1,693 4.1 105 102 5.24 3.4 12.6 1.7 22.9
Hanover 1,100 1,236 13,826 875 3.0 63 61 6.01 3.2 17.3 2.7 34.1
Kiel 928 1,103 13,983 811 1.8 56 54 5.60 3.0 16.5 2.2 35.9
Bremen 854 1,147 11,921 723 3.7 47 44 5.34 1.8 18.2 2.9 33.6
Leipzig 680 1,096 9,171 587 4.2 41 38 5.69 1.6 16.5 2.4 21.7
Westphalia (Münster,
Osnabrück)
613 968 9,651 625 2.2 41 40 5.46 2.8 14.9 2.5 30.9
Freiburg 508 1,816 4,055 277 1.8 23 22 6.83 3.4 22.1 3.7 45.6
Other Strategic Locations 1,967 1,261 24,012 1,524 2.9 115 111 6.22 4.4 17.1 3.1 34.6
Total Strategic Locations 29,349 1,361 334,992 20,916 2.6 1,582 1,508 6.17 3.7 18.6 2.9 34.4

Note: Difference between number of resi units in strategic locations and number of resi units in strategic clusters is due to privatization units that are included in the strategic locations but not in the strategic clusters.

Substantial Reduction of Portfolio Locations

Vonovia location

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

Reconciliation IFRS Profit to FFO

€m (unless indicated otherwise) H1 2017 H1 2016 Delta
IFRS PROFIT FOR THE PERIOD 1,064.6 147.9 +>100%
Financial result 148.6 276.1 -46.2%
Income taxes 588.0 109.9 +>100%
Depreciation and amortization 14.9 10.0 +49.0%
Income from fair value adjustments of investment properties -1,164.7 --- ---
= EBITDA IFRS 651.4 543.9 +19.8%
Non-recurring items 46.3 49.1 -5.7%
Total period adjustments from assets held for sale -32.9 21.1 ->100%
Income from investments in other real estate companies -12.9 -9.5 ->100%
= ADJUSTED EBITDA 651.9 604.6 +7.8%
Adjusted EBITDA Sales -44.3 -46.5 -4.7%
= ADJUSTED EBITDA OPERATIONS 607.6 558.1 +8.9%
Interest expense FFO -138.0 -162.8 -15.2%
Current income taxes FFO 1 -11.9 -7.5 +58.7%
= FFO 1 457.7 387.8 +18.0%
Capitalized maintenance -30.5 -29.1 +4.8%
= AFFO 427.2 358.7 +19.1%
Current income taxes FFO2 -20.1 -25.0 -19.6%
FFO 2 (FFO 1 incl. Adjusted EBITDA Sales/current income taxes
Sales)
481.9 409.3 +17.7%
FFO 1 per share in €
(eop NOSH)
0.96 0.83 +15.7%
AFFO per share in €
(eop NOSH)
0.90 0.77 +16.5%
Number of shares (million) eop 476.5 466.0 +2.2%

IFRS P&L

€m (unless indicated otherwise) H1 2017 H1 2016 Delta
Income from property letting 1,171.6 1,100.0 6.5%
Other income from property management 20.8 19.4 7.2%
Income from property management 1,192.4 1,119.4 6.5%
Income from disposal of properties 701.9 850.5 -17.5%
Carrying amount of properties sold -664.9 -830.4 -19.9%
Revaluation of assets held for sale 53.1 17.0 >100%
Profit on disposal of properties 90.1 37.1 >100%
Net income from fair value adjustments of investment properties 1,164.7 -
Capitalized internal expenses 199.5 125.0 59.6%
Cost of materials -569.5 -506.6 12.4%
Personnel expenses -207.6 -184.6 12.5%
Depreciation and amortization -14.9 -10.0 48.4%
Other operating income 51.5 49.8 3.4%
Other operating expenses -124.4 -106.4 17.0%
Financial income 43.7 21.6 >100%
Financial expenses -172.9 -287.5 -39.9%
Earnings before taxes 1,652.6 257.8 >100%
Income taxes -588.0 -109.9 >100%
Profit for the period 1,064.6 147.9 >100%
Attributable to:
Vonovia's
shareholders
993.2 110.0 >100%
Vonovia's
hybrid capital investors
14.8 14.8 0.0%
Non-controlling interests 56.6 23.1 >100%
Earnings per share (basic and diluted) in € 2.12 0.24 >100%

IFRS Balance Sheet (1/2 – Total Assets)

€m (unless indicated otherwise) Jun. 30, 2017 Dec. 31, 2016 Delta
Assets
Intangible assets 2,957.8 2,743.1 7.8%
Property, plant and equipment 130.5 115.7 12.8%
Investment properties 30,495.7 26,980.3 13.0%
Financial assets 648.4 585.9 10.7%
Other assets 109.4 15.2 >100%
Deferred tax assets 24.9 19.6 27.0%
Total non-current assets 34,366.7 30,459.8 12.8%
Inventories 5.8 5.0 16.0%
Trade receivables 220.7 164.4 34.2%
Financial assets 102.1 153.2 -33.4%
Other assets 165.1 102.7 60.8%
Income tax receivables 28.4 34.6 -17.9%
Cash and cash equivalents 378.1 1,540.8 -75.5%
Assets held for sale 254.1 61.6 >100%
Total current assets 1,154.3 2,062.3 -44.0%
Total assets 35,521.0 32,522.1 9.2%

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

€m (unless indicated otherwise) Jun.
30, 2017
Dec. 31, 2016 Delta
Equity and liabilities
Subscribed capital 476.5 466.0 2.3%
Capital reserves 5,673.4 5,334.9 6.3%
Retained earnings 7,136.3 6,665.4 7.1%
Other reserves 81.8 1.5 >100%
Total equity attributable to Vonovia's
shareholders
13,368.0 12,467.8 7.2%
Equity attributable to hybrid capital investors 1,021.4 1,001.6 2.0%
Total equity attributable to Vonovia's
shareholders and hybrid capital investors
14,389.4 13,469.4 6.8%
Non-controlling interests 885.7 419.0 >100%
Total equity 15,275.1 13,888.4 10.0%
Provisions 595.4 607.9 -2.1%
Trade payables 0.6 1.3 -53.8%
Non derivative financial liabilities 11,771.1 11,643.4 1.1%
Derivatives 18.0 19.1 -5.8%
Liabilities from finance leases 94.5 94.7 -0.2%
Liabilities to non-controlling interests 4.9 9.9 -50.5%
Other liabilities 80.8 83.3 -3.0%
Deferred tax liabilities 4,492.6 3,769.5 19.2%
Total non-current liabilities 17,057.9 16,229.1 5.1%
Provisions 360.8 370.8 -2.7%
Trade payables 123.5 138.8 -11.0%
Non derivative financial liabilities 2,486.5 1,727.6 43.9%
Derivatives 29.9 57.5 -48.0%
Liabilities from finance leases 11.2 4.5 >100%
Liabilities to non-controlling interests 0.4 2.7 -85.2%
Other liabilities 175.7 102.7 71.1%
Total current liabilities 3,188.0 2,404.6 32.6%
Total liabilities 20,245.9 18,633.7 8.7%
Total equity and liabilities 35,521.0 32,522.1 9.2%

Corporate Investment grade rating

Rating agency Rating Outlook Last Update
Standard & Poor's BBB+ Stable 06. Sep 16

Bond ratings

Name Tenor & Coupon ISIN Amount Issue price Coupon Final Maturity Date Rating
Bond 002 (EUR-Bond) 6 years 3.125% DE000A1HNW52 € 600m 99.935% 3.125% 25 July 2019 BBB+
Bond 003 (USD-Bond) 4 years 3.200% US25155FAA49 USD 750m 100.000% 2.970%1 02 Oct 2017 BBB+
Bond 004 (USD-Bond) 10 years 5.000% US25155FAB22 USD 250m 98.993% 4.580%1 02 Oct 2023 BBB+
Bond 005 (EMTN) 8 years 3.625% DE000A1HRVD5 € 500m 99.843% 3.625% 08 Oct 2021 BBB+
Bond 006 (Hybrid) 60 years 4.625% XS1028959671 € 700m 99.782% 4.625% 08. Apr 2074 BBB
Bond 007 (EMTN) 8 years 2.125% DE000A1ZLUN1 € 500m 99.412% 2.125% 09 July 2022 BBB+
Bond 008 (Hybrid) perpetual 4% XS1117300837 € 1,000m 100.000% 4.000% perpetual BBB
Bond 009A (EMTN) 5 years 0.875% DE000A1ZY971 € 500m 99.263% 0.875% 30 Mar 2020 BBB+
Bond 009B (EMTN) 10 years 1.500% DE000A1ZY989 € 500m 98.455% 1.500% 31 Mar 2025 BBB+
Bond 010A (EMTN) 2 years 0.950%+3M EURIBOR DE000A18V120 € 750m 100.000% 0.835% hedged 15 Dec 2017 BBB+
Bond 010B (EMTN) 5 years 1.625% DE000A18V138 € 1,250m 99.852% 1.625% 15 Dec 2020 BBB+
Bond 010C (EMTN) 8 years 2.250% DE000A18V146 € 1,000m 99.085% 2.250% 15 Dec 2023 BBB+
Bond 011A (EMTN) 6 years 0.875% DE000A182VS4 € 500m 99.530% 0.875% 10 June 2022 BBB+
Bond 011B (EMTN) 10 years 1.500% DE000A182VT2 € 500m 99.165% 1.500% 10 June 2026 BBB+
Bond 012 (EMTN) 2 years 0.380%+3M EURIBOR DE000A185WC9 € 500m 100.000% 0.140% hedged 13 Sep 2018 BBB+
Bond 013 (EMTN) 8 years 1.250% DE000A189ZX0 € 1,000m 99.037% 1.250% 06 Dec 2024 BBB+
Bond 14A (EMTN) 5 years 0.750% DE000A19B8D4 € 500m 99.863% 0.750% 25 Jan 2022 BBB+
Bond 14B (EMTN) 10 years 1.750% DE000A19B8E2 € 500m 99.266% 1.750% 25 Jan 2027 BBB+

1 EUR-equivalent Coupon

Bond KPIs Covenant Level Jun. 30, 2017
LTV 40%
Total Debt / Total Assets <60%
Secured LTV <45% 10%
Secured
Debt / Total Assets
ICR >1.80x 4,1x
Last 12M EBITDA / Last 12M Interest
Expense
Unencumbered
Assets
>125% 224%
Unencumbered Assets / Unsecured Debt
Rating KPIs Covenant Level (BBB+)
Debt to Capital
Total Debt
/ Total Equity + Total Debt
<60%
ICR
Last 12M EBITDA / Last 12M Interest
Expense
>1.80x

Acquisitions – Opportunistic but Disciplined

Historical Key Figures (1/2)

Financial Key Figures (€m,
unless stated otherwise)
H1 2017 2016 2015 2014 2013
Rental income 833.2 1,538.1 1,414.6 789.3 728.0
Adjusted EBITDA Operations 607.6 1,094.0 957.6 503.4 442.4
Adjusted EBITDA Rental 573.5 1,046.2 924.4 482.6 433.0
Adjusted EBITDA Value-add Business 45.6 57.0 37.6 23.6 10.5
Adjusted EBITDA Other -11.5 -9.2 -4.4 -2.8 -1.1
Income from disposal of properties 701.9 1,227.9 726.0 287.3 353.5
Adjusted EBITDA Sales 44.3 92,5 71.1 50.1 27.7
Adjusted EBITDA 651.9 1,186.5 1,028.7 553.5 470.1
EBITDA IFRS 651.4 1,083.7 838.4 500.3 431.0
FFO 1 457.7 760.8 608.0 286.6 223.5
thereof attributable to Vonovia shareholders 431.1 713.4 555.5 275.1 218.4
thereof attributable to Vonovia hybrid capital investors 20.0 40.0 33.0 - -
thereof attributable to Non-controlling interests 6.6 7.4 19.5 11.5 5.1
FFO 2 481.9 823.8 662.1 336.7 251.2
AFFO 427.2 689.2 520.5 258.3 203.5
FFO 1 per share in € 0.96 1.63 1.30 1.00 0.95
Income from fair value adjustments of investment properties 1,164.7 3,236.1 1,323.5 371.1 553.7
EBT 1,652.6 3,859.8 1,734.5 589.1 689.6
Profit for the period 1,064.6 2,512.9 994.7 409.7 484.2
Cash flow from operating activities 475.4 828.9 689.8 453.2 259.6
Cash flow from investing activities -
1,179.0
416.4 -3,239.8 -1,177.9 171.3
Cash flow from financing activities -459.1 -2,812.4 4,093.1 1,741.7 -353.2
Maintenance and modernization 456.4 792.4 686.3 345.5 228.4
thereof for maintenance expenses and capitalized maintenance 158.8 320.1 330.7 173.8 157.6
thereof for modernization 297.6 472.3 355.6 171.7 70.8

The key figures of prior years have been adjusted to match the definitions of the 2016 fiscal year. The key figures per share are based on the shares carrying dividend rights on the corresponding reporting date. Values for 2013 and 2014 are TERP-adjusted.

Historical Key Figures (2/2)

Key Balance Sheet Figures (€m,
unless stated otherwise)
Jun.
30,
2017
Dec. 31,
2016
Dec. 31,
2015
Dec 31,
2014
Dec 31,
2013
Fair value of real estate portfolio 30,830.2 27,115.6 24,157.7 12,759.1 10,326.7
Adjusted NAV 15,771.0 14,328.2 11,273.5 6,472.0 5,123.4
Adjusted NAV per share in € 33.10 30.75 24.19 22.67 21.74
LTV (%) 43.2 41.6 47.3 49.7 49.0
Non-Financial Key Figures H1 2017 2016 2015 2014 2013
Number of units managed 416,282 392,350 397,799 232,246 201,737
thereof own apartments 352,815 333,381 357,117 203,028 175,258
thereof apartments owned by others 63,467 58,969 40,682 29,218 26,479
Number of units bought 23,745 2,815 168,632 31,858 0
Number of units sold 4,484 26,631 15,174 4,081 6,720
thereof Privatize 1,160 2,701 2,979 2,238 2,576
thereof Non-Core 3,324 23,930 12,195 1,843 4,144
Vacancy rate (in %; eop) 2.9 2.4 2.7 3.4 3.5
Monthly in-place rent in €/sqm 6.12 6.02 5.75 5.58 5.40
Monthly in-place rent organic growth (%) 3.7 3.3 - - -
Number of employees 8,257 7,437 6,368 3,850 2,935
EPRA Key Figures H1 2017 2016 2015 2014 2013
EPRA NAV 18,702.8 17,047.1 13,988.2 6,578.0 5,123.4
EPRA NAV per share in €** 39.25 36.58 30.02 23.04 21.74
EPRA NNNAV - 12,034.4 9,739.8 - -
EPRA Earnings - 448.5 329.2 - -
EPRA Net Initial Yield in % - 4.1 4.5 - -
EPRA "topped-up" Net Initial Yield in % - 4.1 4.5 - -
EPRA Vacancy rate in %
EPRA Cost Ratio (incl. direct vacancy costs) in %
-
-
2.2
28.4
2.5
31.9
3.0
-
3.1
-
EPRA Cost Ratio (excl. direct vacancy costs) in % - 27.0 30.2 - -

The key figures of prior years have been adjusted to match the definitions of the 2016 fiscal year. The key figures per share are based on the shares carrying dividend rights on the corresponding reporting date. Values for 2013 and 2014 are TERP-adjusted.

Vacancy Rates – Annual Comparison

Vonovia History

  • Seed portfolios of today's Vonovia have origin in public housing provided by government, large employers and similar landlords with a view towards offering affordable housing.
  • At beginning of last decade, private equity invested in German residential on a large scale including into what is Vonovia today (mainly Deutsche Annington and Gagfah then).
  • IPO in 2013.
  • Final exit of private equity in 2014.

Impressions

Frankfurt

Frankfurt

Frankfurt

Essen

Impressions

Dortmund Dresden

Dresden

Dresden

Impressions

Dortmund Essen

Essen Dortmund

Optimize Apartment

Optimize Apartment

Upgrade Building

Non-deal Roadshow to Asia – October 2017 page 60

Upgrade Building

Upgrade Building

Modernization - Impressions

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

Upgrade Building Upgrade Building

Before After

Floor Addition

Before After

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

Neighbourhood Development "Eltingviertel"

VTS Van

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.

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