51 Management Board’s Proposal for the Appropriation of Profit

 “The Management Board and the Supervisory Board propose to the Annual General Meeting that, of the profit of Vonovia for the 2016 fiscal year of € 802,881,048.32, an amount of € 521,920,698.88 on the 466,000,624 shares of the share capital as of December 31, 2016, be paid as a dividend (corresponding to € 1.12 per share) to the shareholders and the remaining amount of € 280,960,349.44 be carried forward to the new account or be used for other dividends on shares carrying dividend rights at the time of the Annual General Meeting and which go beyond those as of December 31, 2016.

The maximum number of possible additional shares carrying dividend rights is 14,743,665, in line with the maximum possible use of authorized capital of 14,743,665 shares in connection with the public takeover offer for all shares in conwert. This can increase the dividend by a further € 16,512,904.80 in total. There is also a maximum remaining authorized capital of 218,256,647 shares, which can increase the dividend by a further € 244,447,444.64 at the most.

That is an unchanged dividend distribution of € 1.12 per share.

If all potential 233,000,312 shares belonging to the authorized capital were to be issued, with dividend rights, by the Annual General Meeting, then an amount of at least € 20,000,000.00 remaining after the distribution would be carried forward to the new account.“

Düsseldorf, February 28, 2017

Rolf Buch (CEO) (signature)

Rolf Buch

Dr. A. Stefan Kirsten (CFO) (signature)

Dr. A. Stefan Kirsten

Klaus Freiberg (COO) (signature)

Klaus Freiberg

Gerald Klinck (CCO) (signature)

Gerald Klinck