Letter from the Management Board

Dear Shareholders, Ladies and Gentlemen,

Together with my colleagues on the Management Board and our 7,437 employees, I can once again look back on a very successful year. Our strategy of focusing on our customers and their needs is being put into practice at all levels of the company and is paying off. Customer satisfaction levels are high and the key operating figures show very positive values for the 2016 fiscal year.

Our portfolio decisions, primarily the acquisitions of GAGFAH and SÜDEWO, have proved to be the right move. In the first few days of the new fiscal year, we were also able to acquire another portfolio that is a very good fit for us: The acquisition of conwert Immobilien Invest SE will see our portfolio grow in attractive locations such as Berlin, Potsdam, Leipzig and Dresden.

I am delighted that our offer has enjoyed full support on conwert’s side as well: Following in the footsteps of the company’s Administrative Board, a large majority of conwert’s shareholders also accepted our offer. This means that the customers living in the approximately 25,000 apartments that have been acquired will soon be able to benefit from our highly efficient property management platform and have access to our innovative services.

As with our previous acquisitions, we are confident that we will be able to complete the integration process quickly and exploit the synergy potential very soon.

Our housing stock has become more valuable: On the reporting date, the EPRA NAV came to € 36.58 per share. This equates to a year-on-year increase of 22% based on a portfolio that features around 24,000 fewer units than it did in 2015. This increase in value is no coincidence, but the result of constant work in three areas of activity:

First, value-enhancing investments in our existing properties are starting to pay off: Since our IPO, we have invested more than one billion euros in our apartments, buildings and the residential environment, significantly boosting the quality of our portfolio. We will once again be stepping up these efforts considerably this year with an investment program worth one billion euros.

Second, our active portfolio management strategy is bearing fruit: Targeted acquisitions in fast-growing regions such as Baden-Württemberg and Bavaria now give us a greater presence in attractive locations than we had only a few years back. At the same time, we disposed of properties in other regions that we expected to show below-average development in the medium and long term. A recently published study conducted by the German Association of German Housing and Real Estate Companies in collaboration with empirica on high-influx cities (“Schwarmstädte”) also confirms that we have apartments in those areas of Germany that are in high demand. The study predicts positive demographic development in the long run for the vast majority of our portfolio locations.

From left to right: Dr. A. Stefan Kirsten, Rolf Buch, Klaus Freiberg, Gerald Klinck (photo)

From left to right: Dr. A. Stefan Kirsten, Rolf Buch, Klaus Freiberg, Gerald Klinck

Third, we made further improvements to our operating performance. Our property management platform allows us to manage our portfolio in an efficient, service-oriented manner. As a result, we were once again able to improve our operating performance data in 2016. The dropped by another 30 basis points to a very low 2.4%. This vacancy rate is largely the result of fluctuation and apartments that are vacant due to investments, meaning that Vonovia has virtually full occupancy. The rose to € 6.01 per square meter between 2015 and 2016, with 1.5% of this increase attributable to higher market rents. We achieved the remaining 1.8% as a result of property improvements. The per share increased by 25% to € 1.63.

The good overall operating performance is also reflected in all three of our defined business areas: In the Rental segment, climbed by 13.2%. In the Sales segment, our sales strategy once again proved to be very successful: We sold a total of 26,631 apartments, 2,701 of which were privatized individually. The proceeds from the sale of properties in the subportfolio were 36.2% higher than the carrying amounts on average.

In the Extension segment, we successfully expanded our range of housing-related services and products, allowing us to achieve a clear increase in our of 51.6%. This increased the contribution that this business area made to the to 4.8%. We believe that there is still a long way to go until all of the potential in this area has been exploited. With the help of our own craftsmen’s organization, we will continue to pursue a creative approach to expanding areas such as digital services, energy supplies, senior-friendly living and improving basic apartment features in the course of the year.

Our financing situation is stable – and remained stable throughout 2016. The capital market was characterized by very low interest rates in 2016. Not least thanks to our solid , we are able to cover our liquidity needs on the capital market at all times. This is also owed to our of 41.6% as of December 31, 2016 (before the takeover of conwert). This fundamentally stable financing situation will not change even if interest rates rise. In order to ensure this, we take a forward-looking approach to capital procurement and are extremely flexible. With an average maturity of around seven years and current financing costs of 2.1%, our financing stands on a solid long-term footing.

Our shares fared relatively well in a political and economic environment that was marred by turbulence across the globe. Over the course of the year, our share price rose by 8.2%, outperforming the DAX by 1.3 percentage points. This shows that our company, with its stable business model, is seen as a reliable player by stock market investors, even if cyclical stocks have been experiencing a revival in demand on the stock markets in recent months.

The housing policy environment is still being defined by the debate on how to resolve the shortage of housing. As a result, we continued to work intensively on densification and new construction measures last year, launching ambitious projects to create new, and most importantly affordable, apartments. We have already completed the first lot of new buildings and measures to add extra stories to existing buildings using modular construction methods. In the Hofstede district of Bochum, for example, we completed the first series-built residential unit with a modular construction. Fourteen new turnkey apartments were completed in the space of only three months with construction costs of around 1,800 euros per square meter. The term ‘modular’ means that the three-story building was erected at the construction site using standardized elements that were transported to the site in a lowboy trailer to be assembled there.

Last October, we published our very first Sustainability Report to reflect our conscious awareness of the special social role we play. The first progress report is set to be published as early as this summer. Our new headquarters will also be sustainable, as they meet state-of-the-art energy standards and are to receive a Gold standard certificate awarded by the German Sustainable Building Council (DGNB Gold). We will be moving into the six-story building for 1,000 employees, which is located right next to our current administrative building, in as early as 2018.

So what does 2017 have in store for Vonovia? My colleagues and I expect the year to be free of any surprises in a positive sense, which is what you, our shareholders, are accustomed to. We had already announced our main objectives for the year early on: We will be investing a record amount of up to one billion euros in our portfolio. These measures will focus on new construction, moves to add extra stories to existing buildings and improvements to existing building stock. As far as the per share is concerned, we expect to see a value of between € 37 and € 38. This does not yet include possible increases in value due to further dynamic developments in our locations or the effects of the conwert takeover.

As a result of sales, mainly to implement our portfolio strategy, our portfolio was more than 24,000 units smaller on December 31, 2016 than it had been a year previously. We nevertheless expect to remain stable at a level of around € 1.5 billion this year, despite the planned sales. We predict that FFO 1 will increase to between € 830 million and € 850 million in 2017. The amount that will be generated by the conwert porfolio is not yet included in this amount. Our outlook underscores the very reliable positive trend in our operating development, which is designed to be sustainable and to focus on the long term.

We want to allow you to share in our success. At our Annual General Meeting on May 16, 2017 we will be proposing a dividend distribution of € 1.12 per share. This is consistent with our policy of distributing around 70% of FFO 1 to you.

We would like to thank you, our shareholders, for the trust you have placed in us with your investment in our shares. We want to continue to systematically pursue our strategy this year, too, in order to boost customer satisfaction further and build on the company’s success.

Bochum, Germany, March 2017

Yours

Rolf Buch
Chairman of the Management Board

Rolf Buch (CEO) (signature)

Rolf Buch (CEO)

Strategic
The “Strategic” subportfolio contains locations that offer development potential that is above average and for which we are pursuing a value-enhancing property management strategy.
Vacancy Rate
The vacancy rate is the number of empty units as a percentage of the total units owned by the company. The vacant units are counted at the end of each month.
Monthly In-Place Rent
The monthly in-place rent is measured in € per square meter and is the current gross rental income per month for rented units as agreed in the corresponding rent agreements at the end of the relevant month before deduction of non-transferable ancillary costs divided by the living area of the rented units. The in-place rent is often referred to as the net cold rent. The monthly in-place rent (in €/m2) on a like-for-like basis refers to the monthly in-place rent for the residential portfolio that was already held by Vonovia 12 months previously, i.e., portfolio changes during this period are not included in the calculation of the in-place rent on a like-for-like basis.
FFO 1
The profit or loss for the period to reflect the adjusted profit or loss from sales; period adjustments from assets held for sale; specific effects that do not relate to the period, are non-recurring or do not relate to the objective of the company; the net income from fair value adjustments of investment properties; depreciation and amortization; deferred and prior-year current taxes (tax expenses/income); transaction costs; prepayment penalties and commitment interest; valuation effects on financial instruments; the unwinding of discounting for provisions, particularly provisions for pensions, and other prior-year interest expenses and income that are not of a long-term nature.
Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization)
Adjusted EBITDA is the result before interest, taxes, depreciation and amortization (including income from other operational investments) adjusted for effects that do not relate to the period, recur irregularly or that are atypical for business operation, and for net income from fair value adjustments to investment properties. These non-recurring items include the development of new fields of business and business processes, acquisition projects, expenses for refinancing and equity increases (where not treated as capital procurement costs), IPO preparation costs and expenses for pre-retirement part-time work arrangements and severance payments.
Privatize
In the “Privatize” subportfolio, our focus is on generating additional added value by privatizing owner-occupied apartments and single-family houses at a premium compared with their fair value.
Adjusted EBITDA Extension
The adjusted EBITDA Extension is calculated by deducting operating expenses from the segment’s income.
Adjusted EBITDA Operations
The adjusted EBITDA Operations is calculated by subtracting the adjusted EBITDA Sales from the adjusted EBITDA of the Group.
Rating
Classification of debtors or securities with regard to their creditworthiness or credit quality according to credit ratings. The classification is generally performed by rating agencies.
LTV Ratio (Loan-to-Value Ratio)
The LTV ratio shows the extent to which financial liabilities are covered. It shows the ratio of non-derivative financial liabilities pursuant to IFRS, less foreign exchange rate effects, cash and cash equivalents, receivables from disposals, plus purchase prices for outstanding acquisitions, to the total fair values of the real estate portfolio, plus the fair values of outstanding acquisitions and investments in other real estate companies.
EPRA NAV/Adjusted NAV
The presentation of the NAV based on the EPRA definition aims to show the net asset value in a long-term business model. The equity attributable to Vonovia’s shareholders is adjusted to reflect deferred taxes on investment properties/assets held for sale, the fair value of derivative financial instruments and the deferred taxes on derivative financial instruments. In order to boost transparency, an adjusted NAV, which involves eliminating goodwill in full, is also reported.
Rental Income
Rental income refers to the current gross income for rented units as agreed in the corresponding rent agreements before the deduction of non-transferable ancillary costs.