vonovia Master

Tender Offer for Deutsche Wohnen
Continuing the industrialisation in German
residential
14 October 2015
Situation analysis
1
Vonovia
Integration of Gagfah will be completed by year-end 2015
Ahead of plan in terms of timing as well as total synergies
Financing on track, disposals ongoing
Scalable platform benefits being leveraged
Reported numbers do not yet reflect full scale of FFO generation
Preliminary FFO1 guidance for 2016: €690-710mm
Deutsche Wohnen –
LEG Immobilien
Two companies with different standalone strategies and portfolio risk / return profiles
Growth / quality play (Deutsche Wohnen) and yield play (LEG Immobilien)
Combination does not benefit from platform or scale: key enablers missing
Ambitious synergies, in the absence of required enablers, realised only in four
years: €35mm run rate synergies (pre-tax) / c. €935mm NPV (3.4% cap rate)
Implied LEG valuation of c. 18.3x NCR does not reflect portfolio quality / location
Building a new German-wide platform not in the interest of investors
Deutsche Wohnen will need to invest significantly going forward to create a
platform, which implies cost, risk, time and people
Value - enhancing
Vonovia offer for
Deutsche Wohnen
Continuation of the industrialisation in German residential
Strong synergy potential in a Vonovia - Deutsche Wohnen combination: €84mm run
rate synergies (pre-tax) / c. €1.9bn NPV (4.0% cap rate)
The offer implies a value per Deutsche Wohnen share of €25.86 (€7.56 in cash,
remainder in shares)
9.8% premium to unaffected price of €23.55 as of 8 October 2015
10.9% premium to unaffected 3m VWAP as of 8 October 2015
13.0% effective premium (incl. shared synergies) to unaffected price and 14.1%
to 3m VWAP
Offer creates significant value for both shareholder groups
2
3
Page 2
1
Vonovia current situation
Page 3
Platform integration – Ready at
completion of the Deutsche Wohnen
tender offer
Key Integration Workstream
IT
HR
TGS1
Integration
Controlling
Regional
platform
integration
Modernisation
Refinancing




















Complete
in 2016
Complete
Feb 2016
Complete
Feb 2016
Complete
Feb 2016
Complete
Feb 2016
Complete
Feb 2016
Complete
Feb 2016

04/2014
Transactions (closing date)
~11k units
acquired
10/2014
~30k units
acquired
03/2015
~140k units
acquired
07/2015
~19.8k units
acquired
Integration bandwidth available for efficient and fast Deutsche Wohnen integration
Note: Expected integration status as of year-end 2015;
1
Craftsmen organisation
Page 4
Vonovia’s scale and platform benefits
have been proven multiple times by now
... resulting in significant enhancement of overall
margins
Margin1 improvement due to scalable platform
in our acquisitions...
EBITDA margin before integration
EBITDA margin as of H1 2015
2
EBITDA margin
80%
78%
77%
76%
90%
75%
75%
Portfolio
density
Industrialised
modernisation
Services
extension
Overhead
optimisation
70%
65%
63%
EBITDA margin excl. maintenance & repairs
64%
63%
64%
85%
85%
82%
80%
80%
77%
75%
70%
68%
64%
65%
60%
60%
60%
61%
55%
55%
50%
50%
DeWAG
Vitus
Gagfah
Südewo
IPO
2013
2014
2015E
Vonovia with multi-year track record of capturing significant synergies in all our acquisitions
1
Standalone margin reporting of acquisitions not always fully in line with Vonovia reporting;
2
Gagfah and Südewo 2015 pro forma incl. synergies
Page 5
Stand-alone FFO growth locked-in
FFO 1 (€mm)
+39%
FFO1/
share
GAGFAH +€39m
SÜDEWO +€36m
FFO1
yield
780-800
640-660
€1.671.72
560-580
5.5%2
287
€1.00
€1.371.42
€1.201.24
4.5%2
4.0%2
3.6%1
2014
FFO
2015 fullyear run rate
2015 guidance
Synergies
2015 full-year run
rate + run rate of
synergies3
Preliminary FFO guidance for 2016 of €690-710mm4
Note: FFO is a non-GAAP financial measure and investors are advised to use caution when comparing such non-GAAP financial measures with those of other companies as Vonovia’s peers may calculate FFO on a different
basis; 1 Based on closing price of December 2014; 2 Based on unaffected price as of 8 October 2015; 3 Reflects full-year pro forma contribution from Gagfah (additional 2 months), Franconia (additional 3 months) and
Südewo (additional 6 months); 4 Preliminary guidance; full details provided with Q3 results on 3 November 2015
Page 6
2
Analysis of Deutsche Wohnen’s offer
for LEG Immobilien
Page 7
Deutsche Wohnen and LEG with different
location profiles and asset quality1
No portfolio overlap / density between Deutsche Wohnen and LEG
Deutsche Wohnen portfolio (k units)2
LEG Immobilien portfolio (k units)
Schleswig-Holstein
and Hamburg
Deutsche
Wohnen
LEG
FFO yield
4.1%3
5.8%3
Dividend yield
2.4%4
3.7%5
22k1
15%
35k1
33%
16.7x1
13.8x1
Opex / sqm7
€8.6
€6.6
In-place rent / sqm
per month
€5.81
€5.21
14.7%
1.6%
2
Saxony / Lower Saxony /
Saxony Anhalt / Bremen
North
Rhine-Westphalia
Berlin
15
98
3
Diverging portfolio characteristics
(based on pre-announcement price)
106
Restricted units
% of total
Net Cold Rent
multiple
Hesse
6
Other
15
1
Bavaria / BadenWuerttemberg
3
2013 – H1 2015
CAGR FV / sqm8
Source: Company information; Note: non-GAAP financial measures, such as FFO, may be calculated differently by different companies; investors are advised to use caution when comparing such non-GAAP financial measures
between companies; 1 Sourced from public sources relating to Deutsche Wohnen’s offer for LEG; 2 Split by German states based on company estimates; 3 Calculated based on 2016E FFO guidance and undiluted market
capitalisation as of 18 September 2015; 4 Calculated based on 60% of 2016E FFO guidance and undiluted market capitalisation as of 18 September 2015; 5 Calculated based on 65% of 2016E FFO guidance and undiluted
market capitalisation as of 18 September 2015; 7 As of H1 2015 annualised; 8 Includes sales and acquisitions
Page 8
Key enablers of operating platform
synergies missing in Deutsche Wohnen
- LEG combination
Deutsche Wohnen – LEG synergy targets optimistic in light of limited synergy areas
Vonovia - Gagfah
(€75mm operating synergies1)
Deutsche Wohnen - LEG
Portfolio density
31%2


Industrialised modernisation
25%2


7%2


37%2


Services extension
Overhead optimisation
Privatisation synergies not deemed to be recurring (€20mm pre-tax) and do not require a combination
1
Expected pre-tax synergies corresponding to €69mm post-tax, as per Vonovia Q1 2015 reporting; 2 Percentage of total synergy
Page 9
Building a platform takes time, significant
investment, and can go wrong
Vonovia platform has been up and running for over 3 years
IT systems
Initiated in 2005: First mover – integrated
SAP / IT systems
Second digitalisation phase started in 2014
Craftsmen
insourcing
Initiated in 2011 with c. 150 employees at
end of year 1
Currently approx. 1,800 dedicated
employees
Modernisation
Initiated in 2008, roll-out from 2010
onwards
Modernisation spend increased from
~€35mm in 2010 to expected >€200mm
in 2015
New product roll-outs include e.g. new
bathrooms / built-in kitchens (on tenants'
wish) and the modernisation of former
contracting facilities (since 2014)
Services
extension
Initiated in 2011, implemented from 2012
onwards
Vonovia entered into a strategic partnership
with DT in order to equip 145k units with
cable television
By the end of Q2 2014, more than 55k
residential units were connected
2005
2009
2010
2008
2011
2010
2011
2012
No need to replicate a platform that already works, has tested scalability
potential and generates synergies
Page 10
3
Value - enhancing offer for Deutsche
Wohnen
Page 11
Cash and share tender offer for
Deutsche Wohnen
Financial terms
Mixed cash / share offer for 100% of the share capital of Deutsche Wohnen
For every 11 Deutsche Wohnen shares, Deutsche Wohnen shareholders are
offered:
7 Vonovia shares (71% of consideration)
€83.14 in cash (29% of consideration)
The offer implies a value per Deutsche Wohnen share of €25.86 (€7.56 in cash,
remainder in shares)
9.8% premium to unaffected price of €23.55 as of 8 October 2015
10.9% premium to unaffected 3m VWAP as of 8 October 2015
13.0% effective premium (incl. shared synergies) to unaffected price and 14.1%
to 3m VWAP
Deutsche Wohnen shareholders to participate further in synergy realisation through
share consideration
The offer will include standard conditions, as well as transaction specific conditions:
LEG offer voted down in the Deutsche Wohnen EGM scheduled for 28 October
Transaction
terms
No capital increases or new material acquisitions by Deutsche Wohnen
Approval to raise capital in kind (75% threshold required) at Vonovia EGM
scheduled for 30 November
Minimum acceptance threshold of 50% + 1 vote on fully diluted basis
New shares to be listed on the Frankfurt stock exchange, and to have dividend
entitlement for full year 2015 (paid in 2016)
Page 12
Summary timetable
Announcement and invitation to Vonovia EGM
14 October
Deutsche Wohnen EGM
28 October
Vonovia Q3 earnings announcement
3 November
Filing of offer document with BaFin
13 November
Vonovia EGM
30 November
Launch of offer period1
2 December
Expiry of offer period1
11 January 2016
Expected Closing
1
February 2016
Indicative expected dates only
Page 13
Transaction financing
Sources & Uses
Comments
~€7.0bn share consideration in kind
Sources
€bn
Share consideration
~7.0
Uses
Acquisition of
Deutsche Wohnen
€bn
Remaining consideration financed through debt
(incremental and rollover)
~10
Transaction expected to be financed at cost of
Debt financing /
cash
Deutsche Wohnen
net debt
Total
3.6
3.71
14.3
Synergy related and
other transaction
costs
0.2
Deutsche Wohnen
net debt
4.2
Total
debt of sub 2%
Deutsche Wohnen shareholders to benefit from
synergy realisation through share consideration
Implied LTV post-transaction of ~55%
Debt-to-capital ratio post-transaction of ~52.5%
14.3
Pro forma for the transaction Vonovia continues to have a prudent capital structure
1
Assuming that Deutsche Wohnen’s existing €500mm bond will be refinanced
Page 14
Financial policy unchanged
Transaction structure
~€7.0bn share
consideration
Pro forma
LTV
Further potential deleveraging routes1
Acceptance
Level
Disposals
Capital value
Consideration
Pro forma post
Assuming
Asset
Accelerated
Yield
Concrete mid-
to Deutsche
transaction
below 100%
appreciation
disposal of
compression
term plan to
Wohnen
LTV of
acceptance,
through above
non-core /
and market
delever to
shareholders
approximately
less debt will
market rent
non-strategic
rent growth
<50% LTV,
includes
55%
be required,
growth and
assets to
Assuming c.
as previously
~€7.0bn
resulting in
return
deliver 1-2%
15bps yield
stated
equity
lower leverage
delivered
deleveraging
compression
through
over 18
modernisation
months
programme
Ongoing
Expected to
deleveraging
deliver 1-2%
through
deleveraging
privatisation
per year
programme
component
~55%
1
Modernisation
Target LTV /
rating
c. 1-2%
c. 1-2%
Isolated deleveraging effects for respective illustrative initiatives
Page 15
c. 1-2%
c. 1%
Target LTV:
< 50%
Strong strategic rationale for a
Vonovia - Deutsche Wohnen combination
1
Portfolio fit
“More of the same”: enhanced exposure to cities and regions which are already wellknown and strategic to Vonovia
Balances combined presence consistent with German macro and future demographics
Value-enhancing on all key portfolio metrics
Creates a stronger company overall
Value creation
Expected operating synergies of €84mm1 per annum, deliverable in ~2 years
Synergies driven by: portfolio density, industrialised modernisation, services extension
and overhead optimisation
FFO1-accretive transaction from first year of full consolidation (2017), assuming full
synergy realisation
Adjusted NAV2-neutral (on full year of consolidation, 2017) excluding synergies
Adjusted NAV2-accretive including synergies
2
WACC compression driven by improved combined business and portfolio profile
3
Scale: asset base of ~€34bn and over half a million residential units
Combination of two highly successful portfolios under a time-tested platform
Investability: enhanced liquidity with over €20bn market cap
Scale as source of
value
1
Synergies pre-tax; equates to €77mm post-tax;
2
Excluding goodwill
Page 16
Complementarity of portfolios
Portfolio
Value creation
Combined portfolio (by units)
Overview of Vonovia and Deutsche Wohnen portfolios
HAMBURG
SCHLESWIGHOLSTEIN
25
BERLIN
MECKLENBURGWEST POMERANIA
12
OTHERS
26
4
HESSE
25
6
South
11%
Berlin
69%
South
26%
3 1
THURINGIA
45
Total units: c. 370k2
4
Total units: c. 140k
Combined
SAXONY
Other East
4%
Saxony
10%
6 6
BADENWUERTTEMBERG
NRW
2%
SAXONYANHALT BRANDENBURG
RHINELANDPALATINATE
SAARLAND
Saxony
3%
1
Other East
8%
NRW
34%
North
17%
2 3
125
North
8%
98
2 4
3
Other East
2%
Saxony
12%
9
LOWER
SAXONY
NORTH RHINEWESTPHALIA
Berlin
8%
31
2
2
BREMEN
Deutsche Wohnen
Vonovia
11
North
14%
Berlin
25%
BAVARIA
3
Vonovia
portfolio (k units)
34
20
South
22%
Deutsche Wohnen
portfolio (k units)1
NRW
25%
Total units: c. 510k
Vonovia portfolio will scale up significantly its presence in high growth and strong demographic “Berlin“
Split by German states based on company estimates; 2 Including 19.8k units from Südewo
North: includes Hamburg, Schleswig-Holstein and Lower-Saxony; South: includes Baden-Wuerttemberg, Hesse, Bavaria, Rhineland-Palatinate and Bremen; Other East: includes Brandenburg, Saxony - Anhalt, Thuringia,
Mecklenburg-West Pomerania, Saarland and others
1
Page 17
The portfolio fits naturally into Vonovia’s
strategic portfolio structure
Expected value growth in %
Growth / Return Matrix
Deutsche
Wohnen
Südewo
DeWAG
Gagfah
Vitus
Vonovia
(old)
Current return in %
Note: The chart above does not take into consideration object quality or micro location. The analysis takes into consideration Deutsche Wohnen’s top 6 locations (equates to c. 89% of the portfolio)
Page 18
Portfolio
Value creation
€84mm of identified synergies generating
~€1.9bn of value
Portfolio
Value creation
Run-rate operational synergies and implied net benefit to shareholders
Synergies
(pre-tax)
Capitalised
synergies1
€84mm
~€1.93bn
Run-rate
–
~€80mm
=
~€1.9bn
Potential operating synergies2
(€84 mm)
Synergy enablers
Portfolio density
Net present value
of run-rate
operating synergies
One-offs to
raise synergies
Vonovia's and Deutsche Wohnen's portfolio “fit” allows for synergies in both companies’ local
organisations
€6mm
7%
€33mm
39%
€25mm
30%
€20mm
24%
Development of Deutsche Wohnen's existing craftsmen organisation according to the Vonovia
Industrialised
modernisation
craftsmen example
Joint management organisation and close collaboration
Rollout of Vonovia’s modernisation- and value-enhancing strategy to Deutsche Wohnen
Services extension
Overhead optimisation
Transfer of Vonovia's extension strategy to Deutsche Wohnen has great economic potential
Existing Vonovia holding structure allows shared services centre approach for Vonovia and
Deutsche Wohnen
Vonovia synergies are achieved across different categories through leveraging the platform
Note: Morgan Stanley (independent adviser to the management board) has confirmed to the management board in an opinion letter dated 11 November 2015, that the synergies are consistent with comparable transactions
and, accordingly, appear to be reasonably achievable
1 Assumes effective tax rate on synergies of 8% and capitalisation rate of 4.0%; 2 Operating synergies pre-tax, equates to €77mm post-tax
Page 19
Synergy comparison
Portfolio
Value creation
Synergy comparison
Synergy categories
Vonovia - Deutsche
Wohnen
Target
synergies1
Assumed
years to runrate
~€84mm (or
~€77mm post-tax)
2 years
Present value
(at 4.0% cap
rate)
~€1,932mm
Present value
(at 3.4% cap
rate3)
~€2,273mm
Deutsche Wohnen LEG
Vonovia –
Deutsche Wohnen
~€35mm2 (or
~€32mm post-tax)
€mm
% total
€mm
~€6
7%
-
-
Industrialised
modernisation
~€33
39%
-
-
Services extension
~€25
30%
-
-
Overhead optimisation
~€20
24%
€352
100%
Total
~€84
100%
€35
100%
Portfolio density
4 years2
Deutsche
Wohnen - LEG
% total
~€805mm
~€935mm2
Vonovia – Deutsche Wohnen offer presents higher present value, faster payback
and higher quantum of synergies
Source: Company information
1 Effective tax rate of 8%; 2 Sourced from public sources relating to Deutsche Wohnen’s offer for LEG;
assumption
3
Cap rate used in Deutsche Wohnen – LEG offer to value synergies based on 4% discount rate and 1% growth
Page 20
Our offer provides Deutsche Wohnen
shareholders with a highly accretive
proposition
FFO1 2016 Build-up
(€mm)
Comments
> 1,050
330
690-7101
FFO per share
(Deutsche Wohnen
shareholders)
Pre-deal: €0.98
Post-deal2: €1.35
Vonovia Deutsche
Wohnen
>35% accretion
Vonovia
Deutsche
Wohnen
Financing
costs
Deutsche
Wohnen –
LEG Immobilien
236
FFO-accretive transaction for
Deutsche Wohnen shareholders
Reflects announced synergies of
€84mm (pre-tax)
Deutsche Wohnen shareholders
also benefit from premium,
relative valuation and uplift from
synergies assuming reinvestment
New shares receive Vonovia
unchanged DPS
Synergies Combined
FFO1 2016 Build-up3
(€mm)
Portfolio
Value creation
Comments
n/a
32
597
FFO per share
(Deutsche Wohnen
shareholders)
330
Reflects announced synergies of
€35mm (pre-tax)
Based on announced transaction
structure
Pre-deal:€0.98
Post-deal4: €1.08
Deutsche
Wohnen
LEG
Financing
Immobilien
costs
Synergies
Combined
~11% accretion
A Vonovia - Deutsche Wohnen combination provides Deutsche Wohnen shareholders with a highly accretive
deal and exposure to an established German-wide platform
Preliminary guidance; 2 Implied FFO per Deutsche Wohnen share. Assumes that Deutsche Wohnen shareholders reinvest cash portion of consideration in Vonovia shares at current market price; 3 Sourced from public
sources relating to Deutsche Wohnen’s offer for LEG; 4 Undiluted FFO accretion based on 337mm shares outstanding pre-deal, as per company information
1
Page 21
A Vonovia - Deutsche Wohnen
combination would be highly valueaccretive to all shareholders
Portfolio
Value creation
Value creation build-up (share price, in €)
Between 25-50bps re-rating potential
23.55
25.86
26.62
26.62
Deutsche
Wohnen
shareholders
27.73
28.96
35 to 40bps1 compression, assuming the two
companies trade at their current blended FFO yield
post-transaction
Deutsche Wohnen
share price pre-deal
(Oct 8)
Premium
Synergies
Share price
post synergies
and one-offs
Re-rating
(25 bps)
Re-rating
(50 bps)
Value creation build-up (share price, in €)
Between 25-50bps re-rating potential
28.76
n/a
29.95
29.95
Vonovia
shareholders
33.63
35 to 40bps1 compression, assuming the two
companies trade at their current blended FFO yield
post-transaction
Vonovia share price
pre-deal
(Oct 8)
1
31.69
Premium
Synergies
This includes full run-rate synergies
Page 22
Share price
post synergies
and one-offs
Re-rating
(25 bps)
Re-rating
(50 bps)
Transaction is value-enhancing for our
shareholders
Financial impact for
shareholders
Impact (per share)
Short-term
Medium-term
Portfolio
Value creation
Acquisition criteria
Total Shareholder
Return
+ Strategic fit
Scale benefits, geographical
diversification and strengthening
footprint in growth regions,
increase of asset density, etc.
FFO
+ FFO / share
Accretive
Fulfilment
of all Vonovia’s
acquisition
criteria

Dividend
 BBB+ Rating (stable)
Maintaining rating
Adj. NAV (excl.
goodwill)
Page 23
≥ NAV / share
At least neutral
4
Summary
Page 24
Summary
1
The industrialisation of German residential is a proven strategy
2
Vonovia is ready – will complete the major integrations before our Deutsche Wohnen
offer closes
3
Deutsche Wohnen’s offer for LEG, to duplicate a German-wide platform, is an
unexpected change in strategy that will be costly to implement
4
Vonovia offers Deutsche Wohnen and Vonovia shareholders a value-enhancing
alternative to the Deutsche Wohnen - LEG offer
Page 25
Investors now have a choice to decide
about the future shape of German
residential
Alternatives
Comments
Action
Delay
industrialisation
By allowing a Deutsche Wohnen – LEG
combination
Risk and cost of duplicating a German-wide
platform and of acquiring portfolios without
generating platform synergies
Deutsche Wohnen EGM: Vote
for LEG deal or do nothing
Retain pace of
industrialisation
By keeping three distinctive players: two
regional and one German-wide platform
Over time, consolidation likely to happen,
potentially at different relative valuations
Deutsche Wohnen EGM: Vote
down Deutsche Wohnen offer
for LEG
Vonovia EGM: Vote down
Vonovia offer for Deutsche
Wohnen
Accelerate
industrialisation
By favouring the proposed integration of
Vonovia and Deutsche Wohnen today
announced by Vonovia
Consolidating Vonovia’s German-wide platform
A true value-enhancing opportunity for
Deutsche Wohnen and Vonovia shareholders
and the industry
Deutsche Wohnen EGM: Vote
down Deutsche Wohnen offer
for LEG
Vonovia EGM: Approve
Vonovia offer for Deutsche
Wohnen
Vonovia offer: Tender
Deutsche Wohnen shares in
Vonovia offer
Value in the sector is maximised through acceleration of the industrialisation of the sector.
To achieve this, investors need to take action and support the Vonovia offer
Page 26
5
Appendix
Page 27
Industrialisation continues: ~€34bn of
assets with approx. 510,000 units
Vonovia
Deutsche Wohnen
Combined
~€13bn
~€9bn
>€20bn
€1,400-1,420mm
€626mm1
>€2bn
FFO (2015 guidance)
€560-580mm
€285-290mm2
€845–870mm3
FFO (2016 guidance before
deal financing effects)
€690-710mm
€330mm2
~€1bn4
~50%
~41%
~55%
~€23bn
~€11bn
~€34bn
~370k
~140k
~510k
3.5%
2.1%
~3%5
2.6-2.8%
>3%
~3%
~€5.7/sqm
~€5.8/sqm
~€5.7/sqm5
Public market / P&L
Market capitalisation
Rental income (2015 guidance)
LTV (last reported)
Portfolio (LR)
Gross Asset Value
Residential units
Vacancy
Like-for-like rental growth
In-place rent
Source: Company information, Market data as of 8 October 2015; Note: Stats based on latest reported company information (Q2 2015) unless otherwise stated; combined figures are estimated sums only
and actual methodologies for calculation may differ, affecting actual combination; non-GAAP financial measures, such as FFO, may be calculated differently by different companies; investors are advised to use caution when
comparing such non-GAAP financial measures between companies; 1 Annualised based on H1 2015 figures; 2 Guidance from Deutsche Wohnen announcement presentation on offer for LEG; 3 Sum of Vonovia and Deutsche
Wohnen guidance excl. synergies and incremental financing costs; 4 Sum of Vonovia and Deutsche Wohnen guidance excl. incremental financing costs; 5 Weighted average
Page 28
Scale and investability are enhanced
One of the most investable RE stocks in Europe
Indicative DAX ranking
97
Market cap (€bn)
Free float market cap (€bn)
>20
25
14
#17
23
20
14
13
12
#22
>20
12
16 16
15
15
14
14
Vonovia
23
Adidas
26
Deutsche
Boerse
24
70
9
7
Source: Market data as of 8 October 2015
Source: Deutsche Boerse as of 30 September 2015
Page 29
Fresenius
Henkel
EON
Combined
Continental
VW
Deutsche
Post
Muench
[…]
Linde
Daimler
5
Bayer
5
Deutsche
Wohnen
DW - LEG
Vonovia
Combined
5
DISCLAIMER
NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES AND CERTAIN OTHER JURISDICTIONS WHERE SUCH
DISTRIBUTION WOULD VIOLATE APPLICABLE LAW
The facts and information contained herein are as up to date as is reasonably possible and are subject to revision in the future. Neither
Vonovia SE (the “Company”) nor any of its directors, officers, employees or advisors, or any other person makes any representation or
warranty, express or implied, as to the accuracy or completeness of the information contained in this presentation or to constitute a
recommendation to any person to acquire any securities. Neither the Company nor any of its directors, officers, employees or advisors, or
any other person shall have any liability whatsoever for losses howsoever arising, directly or indirectly, from any use of this presentation or
its contents or otherwise arising in connection therewith.
While all reasonable care has been taken to ensure that the facts stated herein are taken from public sources or, if Company estimates, are
accurate and that the opinions contained herein are fair and reasonable, this document is selective in nature and is intended to provide an
introduction to, and overview of, the business of the Company and its subsidiaries and for the potential transaction. Any opinions
expressed in this document are subject to change without notice and neither the Company nor any other person is under any obligation to
update or keep current the information contained herein. Where any information and statistics are quoted from any external source, such
information or statistics should not be interpreted as having been adopted or endorsed by the Company as being accurate. These third
party statements speak only of their date and not the date of this presentation and are subject to change. A significant portion of the
information contained in this document, including market data and trend information, is based on estimates or expectations of the
Company, and there can be no assurance that these estimates or expectations are or will prove to be accurate.
This presentation contains forward-looking statements relating to the business, financial performance and results of the Company or the
industry in which the Company operates. These statements may be identified by words such as “expectation”, “guidance”, “belief”,
“estimate”, “plan”, “target” or “forecast” and similar expressions, or by their context. These statements are made on the basis of current
knowledge and assumptions and involve risks and uncertainties. Various factors could cause actual future results, performance or events to
differ materially from those described in these statements and neither the Company nor any other person accepts any responsibility for the
accuracy of the opinions expressed in this presentation or the underlying assumptions. No obligation is assumed to update any forwardlooking statements.
This document and any materials distributed in connection with this document are 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. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold except in a transaction not subject to, or pursuant to an exemption from, the registration requirements
thereof.
This presentation speaks as of its date. Neither the delivery of this presentation nor any further discussions of the Company with any of the
recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company or its
subsidiaries since such date.
Page 30