Report of the Supervisory Board

Ladies and Gentlemen,

The letter below contains our report on the activities performed by the Supervisory Board over the last fiscal year. In 2018, we were once again able to support the Management Board of Vonovia SE through a successful fiscal year.

The issue of housing is currently very much in the public eye in Germany, meaning that, as the country’s biggest private real estate company, Vonovia is faced with a challenging task: The company has to achieve positive further development in a financial sense in the interests of its shareholders while at the same time having to come up with constructive answers to the municipal and social housing issues faced by people living in Germany’s metropolitan regions.

The Management Board once again found appropriate answers to both questions in the last fiscal year. It continued to pursue its long-term strategic approach and exploited the company’s good market position in order to further develop the strategy in the interests of the company and its shareholders. The operating business showed successful ongoing development. The company improved its performance indicators, invested in its portfolio and once again made very good progress in expanding its service business. These developments led to good financial data for the year as a whole. The company was also successful with its opportunistic growth strategy again, expanding its international portfolio with the acquisition of the Austrian company BUWOG AG and the Swedish company Victoria Park AB (publ). Vonovia also invested in France for the first time, acquiring a small stake in a portfolio there. All in all, we are very satisfied with the development of the Vonovia Group in 2018.

In the 2018 fiscal year, the Supervisory Board continuously monitored the Management Board’s management activities and provided the Management Board with regular advice concerning the running of the company. We were able at all times to establish that their actions were lawful, expedient and regular. The Management Board fulfilled its information obligations to an appropriate extent at all times, notifying us regularly, promptly and comprehensively, both in writing and verbally, of all circumstances and measures that were relevant to the company.

In both our committees and at our plenary meetings, we always had ample opportunity to critically appraise the reports and proposals submitted by the Management Board and to contribute our own suggestions. We discussed and tested the plausibility of all business occurrences of significance to the company, as communicated to us by the Management Board in written and verbal reports, in detail. Where required by law or the Articles of Association, we granted our consent to individual business transactions.

Cooperation Between the Management Board and the Supervisory Board

In the previous year up until May 9, 2018, the Supervisory Board consisted of eleven members, and thereafter twelve. We were in intensive dialog with the Management Board and supported it in its key decisions. Also, we followed the company’s business development closely. The Management Board regularly informed us about key events and the company’s strategic direction as part of a collaboration based on trust.

As Supervisory Board Chairman, I remained in close contact with the Management Board, and in particular with the Chairman of the Management Board, even between Supervisory Board meetings, regularly exchanging information and ideas. Furthermore, I am interested in including the employee representative bodies in this communication and have led talks with representatives of the Group works councils. Other members of the Supervisory Board were notified of any important findings promptly, or at the latest by the next board meeting. In the fiscal year, there were no conflicts of interest of Management Board or Supervisory Board members, which are to be reported immediately to the Supervisory Board.

Focal Points of Our Work

In line with the duties assigned to the Supervisory Board by law, the Articles of Association and the rules of procedure, we once again closely scrutinized the Group’s operational, economic and strategic progress last year. This included, as in the past, the expansion of the service offering, the implementation of the investment program and adjustments to this program to reflect market requirements, neighborhood development and investments in new living space, the exploitation of opportunities resulting from digitization, the portfolio strategy, internationalization and the evaluation and provision of support with regard to opportunities for further portfolio expansion. We also took an in-depth look at the future management structure of the company.

Meetings

In the 2018 fiscal year, the Supervisory Board met a total of seven times to consult and pass resolutions: five times at meetings (March, twice in May, September, December) and twice via conference call (January, March). The Supervisory Board made decisions by written circular in two cases (February, October). Any individual members absent from the seven meetings had always been excused.

Meetings of Supervisory Board and Committees in the 2018 fiscal year

Member

 

Supervisory Board

 

Audit Committee

 

Executive and Nomination Committee

 

Finance Committee

 

Participation rate

 

 

 

 

 

 

 

 

 

 

 

Jürgen Fitschen (since May 2018)

 

3/3

 

 

1/1

 

3/3

 

Burkhard Drescher

 

7/7

 

4/4

 

 

 

Vitus Eckert (since May 2018)

 

3/3

 

2/2

 

 

 

Prof. Dr. Edgar Ernst

 

6/7

 

4/4

 

3/3

 

5/6

 

Dr. Florian Funck

 

7/7

 

3/4

 

 

 

Dr. Ute Geipel-Faber

 

7/7

 

 

 

8/9

 

Hendrik Jellema (until May 2018)

 

4/4

 

2/2

 

 

 

Daniel Just

 

7/7

 

 

 

9/9

 

Hildegard Müller

 

5/7

 

 

4/4

 

 

Prof. Dr. Klaus Rauscher

 

7/7

 

 

4/4

 

 

Dr. Ariane Reinhart

 

6/7

 

 

3/4

 

 

Clara-Christina Streit

 

7/7

 

 

4/4

 

8/9

 

Christian Ulbrich

 

6/7

 

 

 

7/9

 

 

 

 

 

 

 

 

 

 

 

 

Participation in the seven Supervisory Board meetings averaged around 94% in the 2018 fiscal year. No member of the Supervisory Board took part in less than half of the meetings during their term of office. The same applies to the committees. In preparation for the meetings, the Management Board submitted timely, comprehensive and valid written reports and resolution proposals to us.

Information on the individual meetings and their content is provided below:

On January 17, 2018, the Supervisory Board discussed, and passed a resolution on, transitional and succession arrangements for the Controlling and Finance Management Board functions by way of a conference call.

On February 21, 2018, the Supervisory Board approved the submission of the “Declaration of Conformity by the Management Board and the Supervisory Board of Vonovia SE to the Recommendations of the German Corporate Governance Code Pursuant to Section 161 of the German Stock Corporation Act (AktG).”

On March 5, 2018, we met to adopt the balance sheet: the Supervisory Board approved the company’s annual and consolidated financial statements as of December 31, 2017, and prepared the agenda and the resolution proposals for the Annual General Meeting. This also included the proposal for the appropriation of profit. Regarding the manner in which the dividend would be granted, the Supervisory Board decided to once again propose to the Annual General Meeting that the dividend be paid either in cash or in the form of shares. Other proposals for the agenda included the approval of a supplement regarding approved and conditional capital and the acquisition of own shares. The Supervisory Board also approved the Non-financial Declaration. Under the “HR-related matters” agenda item, the Supervisory Board discussed remuneration issues (target agreements, short-term and long-term incentive plans, pension model), as well as the rescission of the contract of employment with Dr. A. Stefan Kirsten, and passed corresponding resolutions. As far as operational issues are concerned, the Supervisory Board looked at the customer satisfaction analysis and activities relating to digitization. The Supervisory Board discussed economic performance, obtained information on capital market activities and discussed the results and proposals of the Finance Committee. Within this context, the Supervisory Board passed a resolution on the financing of the acquisition of the shares in BUWOG by issuing bonds as part of the EMTN program in the amount of up to € 3.7 billion.

Under the leadership of Prof. Dr. Edgar Ernst, the Supervisory Board addressed the issue of appointing a Chairperson of the Supervisory Board and passed a resolution nominating Jürgen Fitschen, who introduced himself to the Supervisory Board at the beginning of the meeting, as a candidate.

On March 16, 2018, the Supervisory Board used a conference call to discuss the recruitment of Daniel Riedl to assume responsibility, within the Management Board, for the Austria region and the development business; it assigned a corresponding negotiation mandate to the Chairman of the Supervisory Board, Prof. Dr. Edgar Ernst. The Supervisory Board also passed a resolution on a proposal to be made to the Annual General Meeting regarding the election of the Supervisory Board members and discussed the structure of the mandate term within the Supervisory Board.

At the meeting held on May 2, 2018, the Supervisory Board passed a resolution on the appointment and recruitment of Daniel Riedl with effect from May 9, 2018, and with an initial term of office of three years. It discussed what was likely to be the new distribution of duties and also discussed the consolidated interim financial statements as of March 31, 2018, looking, in particular, at the impact of the integration of BUWOG AG – both in financial terms and with regard to sustainability factors. The Supervisory Board also discussed operating business performance in detail: the key operating figures, the planned investment programs, the neighborhood development project in Berlin-Tegel and the expansion of the “technical service” and “multimedia and metering services” areas. The Supervisory Board discussed the company’s financial performance in relation to its competitors and discussed the current developments on the capital market. This also involved the Supervisory Board looking at the performance of Vonovia’s shares and feedback from investors and analysts, as well as the recommendations made by the voting right consultants on the items on the agenda for the Annual General Meeting. The Supervisory Board approved capital increases for the planned scrip dividend and for the purposes of making a takeover offer to the shareholders of Victoria Park AB, including a loan agreement in the amount of € 960 million and the implementation of a capital increase as part of an accelerated capital increase. Other issues included the increasingly critical media response to the issue of housing, the status of the integration of BUWOG AG and the acknowledgment of a consulting assignment for the energy-efficient refurbishment of a Vonovia neighborhood with a company in which a member of the Supervisory Board is a managing director.

At its inaugural meeting held on May 9, 2018, the Supervisory Board made arrangements regarding the responsibilities of its members for the new term of office. It elected Jürgen Fitschen as Chairman and Prof. Dr. Edgar Ernst as Deputy Chairman. The chairs of the Finance and Audit Committee were also elected. Due to the increased consolidation outlay associated with the integration of the BUWOG Group, the company was unable to meet the financial reporting deadlines for 2018. As a result, the Supervisory Board updated the Declaration of Conformity pursuant to the German Corporate Governance Code at the meeting. After Helene von Roeder also assumed responsibility for the Finance division with effect from May 9, 2018, the Supervisory Board also passed a resolution on the new distribution of duties within the Management Board.

At the meeting held on September 11, 2018, we discussed the reports on the decisions made by the Finance Committee and the Executive and Nomination Committee, the results of the Audit Committee on the financial statements for the first half of 2018, the focal points of the audit and fee for the auditor of the annual financial statements for the 2018 fiscal year and the reports on the Compliance and Internal Audit departments. One focal issue was the strategy, which we confirmed with regard to all of its sub-aspects given the company’s positive operating and financial performance (and, as a result, also the positive development in its value). Within the context of this strategy, we also had an in-depth discussion on the current environmental developments and megatrends in the housing industry that the company has to pay increasing attention to due to the role it plays on the market: Major issues included the shortage of housing, new construction, ghettoization, integration, neighborhood development and electromobility. We also discussed the increasingly critical coverage by the media and the requirement for communication with tenants and representatives of the media. Other strategic issues included the portfolio strategy in Austria, the further development of the Development segment and the development potential in France and Sweden. Another set of issues related to an evaluation of the company’s operating business performance: Within this context, we looked at customers’ increasing demands in terms of service, the increased additional expenses relating to the portfolios to be integrated, the investment program and business performance in the Development segment with the implementation projects in Berlin, Hamburg and Vienna.

On October 29, 2018, we used a written circular to approve the move to take out a current liability to achieve the intragroup restructuring of those companies belonging to the BUWOG Group with real estate holdings in Germany.

At the meeting held on December 5, 2018, we discussed HR-related topics and reports from the committees within the Supervisory Board. We discussed and adopted the budget for 2019 submitted by the Management Board and discussed the medium-term planning for the next five years. Other issues included the reports on operating business performance, developments within the Development segment, economic performance, capital market developments and the media coverage analysis. The Chairman of the Supervisory Board also reported on the corporate governance roadshows held in September and October. Internationalization was another issue on the agenda: Within this context, we discussed the status of affairs in Sweden (Victoria Park) and in France (consortial share purchase in a portfolio of rail workers’ apartments).

Work of the Committees

In order to perform our duties effectively, we formed an Audit Committee, a Finance Committee and an Executive and Nomination Committee. The committees prepare subjects which are to be discussed and/or resolved by the Supervisory Board. In addition, the committees passed further resolutions that we had delegated to them instead of passing them on the Supervisory Board as a whole.

In addition to regular dialogue between the Audit Committee and the auditors at the quarterly meeting, there is also regular communication between the Chairman of the Audit Committee and the auditors, particularly before the quarterly meetings of the Audit Committee.

Audit Committee

The Audit Committee had four members in the reporting year. Prof. Dr. Edgar Ernst assumed the role of Chairman. The other members were Burkhard Drescher, Vitus Eckart (as of May 9, 2018), Dr. Florian Funck and Hendrik Jellema (until May 9, 2018). One position was vacant during the fiscal year under review. In 2018, the Audit Committee met four times (March, May, August, December).

At the meeting held on March 5, 2018, the Committee reviewed the annual and consolidated financial statements as of December 31, 2017, as well as the combined management report for the 2017 fiscal year. Its review took account of both the company’s reports and the reports prepared by the auditor. The auditor considered the main points of the audit of the consolidated financial statements to be the valuation of investment properties located in Germany, the value of the goodwill as well as the identification and measurement of assets and liabilities acquired as part of the acquisition of the conwert Group. For the separate financial statements of Vonovia SE, the focal points of the audit were the valuation of equity investments and the merger of Gagfah S.A. with Vonovia SE. The Committee drew up a proposal for the appropriation of profit and developed a recommendation for a resolution to be submitted to the Supervisory Board regarding the adoption of the annual financial statements. The Committee developed a proposal for the selection of an auditor for the 2018 fiscal year and for this auditor’s appointment as the auditor responsible for the audit of the condensed consolidated interim financial statements and interim Group management reports. Other topics included the application of the Group guidelines on “Non-audit services provided by the auditor” to cover the BUWOG Group, the report of the Internal Audit department and the compliance status report.

At its meeting held on May 2, 2018, the Committee looked at the condensed consolidated interim financial statements for the first quarter. It took a detailed look at the economic and operational implications of incorporating BUWOG into Vonovia. It discussed the auditor’s report and the statements made by the latter on the assessment of the tax compliance management system, as well as the IFRS 15 standard that came into force at the beginning of the year and is already implemented by Vonovia. The Committee also took an in-depth look at sustainability reporting, the extension of the risk management system to cover the Development segment, the status of the audits conducted by the Internal Audit department, the company’s tax position, the status of the tax audit for the years from 2012 to 2015 and compliance (GDPR).

At its meeting held on August 30, 2018, the Committee approved the consolidated interim financial statements as of June 30, 2018, and passed a resolution on the commissioning of KPMG AG Wirtschaftsprüfungsgesellschaft to audit the annual and consolidated financial statements as of December 31, 2018. It discussed the company’s report and, within this context, addressed issues including the impact of the integration of Victoria Park AB on the company’s financial performance and the development of the value of the real estate portfolio. Other topics covered included the status report on non-audit services provided by the auditor of the annual financial statements and the status reports prepared by the Internal Audit department on sustainability reporting and compliance management.

At the meeting held on December 5, 2018, the Committee discussed the condensed consolidated interim financial statements, along with the corresponding reports prepared by the company and the auditor. It looked at the preliminary results of the property valuation, risk management, the compliance report and ongoing major legal disputes. It also discussed the report prepared by the Internal Audit department on the status of its audits and on the internal control system (ICS) and set the audit plan and audit budget for the Internal Audit department for the 2019 fiscal year.

Finance Committee

In 2018, the Finance Committee consisted of five members. The Chairperson was Clara-Christina Streit. The other members were Prof. Dr. Edgar Ernst (until May 9, 2018), Jürgen Fitschen (as of May 9, 2018), Dr. Ute Geipel-Faber, Daniel Just and Christian Ulbrich. The Finance Committee met nine times in the reporting year, twice at a face-to-face meeting (May, December) and seven times using conference calls (twice in March, once in April, three times in May and once in September). The Committee made decisions using a written circular in three cases (June and twice in September).

The Finance Committee had been previously authorized by the Supervisory Board to make all decisions on matters outside the scope of the topics for which it is generally responsible.

At a conference call held on March 3, 2018, the Finance Committee discussed offering the shareholders a scrip dividend and prepared a decision depending on share price performance. In addition, the Committee discussed, and passed a resolution on, optimizing the financing of the BUWOG takeover offer by issuing bonds under the EMTN program in an amount of up to € 3.7 billion.

At a conference call held on March 14, 2018, the Committee discussed the 73.8% acceptance rate achieved for the takeover offer made to the BUWOG shareholders during the first acceptance period and the associated financing measures.

On April 30, 2018, the Committee used a conference call to discuss the option of a takeover offer for the Swedish real estate company Victoria Park AB as an opportunity to forge ahead with the company’s internationalization. Within this context, the Committee discussed possible financing using a capital increase, excluding subscription rights, as part of an accelerated bookbuilding procedure, taking the influence of remaining minority shareholders into account.

After the negotiations were successfully concluded by the Management Board, the Committee used the first conference call held on May 3, 2018, to approve the submission of a takeover offer to the shareholders of Victoria Park AB, the conclusion of a bridge facility and moves to contact investors regarding the option of a capital increase as part of an accelerated bookbuilding procedure.

During the second conference call held on that same day, the Finance Committee approved the accelerated capital increase by up to 28 million new shares in Vonovia and the authorization of J.P. Morgan to subscribe to and assume the new shares.

Following the successful bookbuilding process, the Committee used a third conference call to develop a more detailed resolution on the accelerated capital increase by 26 million new shares at a placement price of € 38.30 per share.

At a meeting held on May 9, 2018, the Committee discussed, and passed a resolution on, the general granting of a scrip dividend in line with the general resolution on the appropriation of profit previously passed by the Annual General Meeting, with a resolution still to be passed on the exact number of new shares.

On June 4, 2018, the Finance Committee used a written circular to approve the more detailed resolution passed by the Management Board on the implementation of a non-cash capital increase as part of the dividend option for shareholders in Vonovia SE.

On September 4, 2018, the Committee used a written circular to approve the extension of the commercial paper program and the working capital facility.

On September 21, 2018, the Committee approved the sale of 3,853 residential units in 33 locations in Schleswig-Holstein, Mecklenburg-West Pomerania, Lower Saxony and Brandenburg.

On November 23, 2018, the Finance Committee used a conference call to approve the acquisition of the Starsign portfolio by Victoria Park AB, consisting of 2,341 residential units in Stockholm and Gothenburg for an amount of up to 4.3 billion Swedish kronor/€ 415 million.

At the meeting held on December 5, 2018, the Committee approved the issue of a bond in the amount of up to € 1 billion for possible use in connection with the refinancing that would be necessary in 2019.

Executive and Nomination Committee

In the fiscal year under review, the Executive and Nomination Committee consisted of five members. It was chaired by Prof. Dr. Edgar Ernst up until May 9, 2018. On the same day, he handed over the task to Jürgen Fitschen, his successor as Supervisory Board Chairman. The other members were Hildegard Müller, Prof. Dr. Klaus Rauscher, Dr. Ariane Reinhart and Clara-Christina Streit. The Executive and Nomination Committee met four times in 2018, twice at meetings (February, December) and twice using conference calls (January, March). The Committee made three decisions by written circular.

At a conference call held on January 17, 2018, the Committee discussed the appointment of Helene von Roeder as a new Management Board member to assume the role of Chief Controlling Officer as Gerald Klinck’s successor, making a recommendation to this effect to the Supervisory Board.

At the meeting held on February 23, 2018, the Committee developed resolution proposals for the Supervisory Board on the 2017 short-term incentive plan (target achievement), the 2018 short-term incentive plan (target agreements) and the long-term incentive plan for the Management Board (2018 tranche), as well as the rescission of Dr. A. Stefan Kirsten’s contract with effect from the end of the Annual General Meeting on May 9, 2018. The Committee reviewed the appropriateness of Management Board remuneration and recommended that the conditions set out in the existing contracts remain in place. Another topic of discussion was the setting of the age limit for Management Board members in cases where members wished to draw retirement benefits early via the “Pension instead of cash remuneration” model. After consulting an independent HR consultancy agency, the Committee developed a proposal to be submitted to the Annual General Meeting regarding Jürgen Fitschen’s appointment to the Supervisory Board, also as a candidate for the office of future Supervisory Board Chairman.

On June 12 and July 31, 2018, the Committee used written circulars in each case to pass resolutions on the acquisition of office equipment by former Management Board members and then on the short-term incentive plan target agreements for 2018 with the new Management Board members Helene von Roeder and Daniel Riedl.

On September 18, 2018, the Committee used a written circular to approve Rolf Buch’s assumption of a mandate as member of the Council of Shareholders of the Kötter Group, Essen.

In its session on December 5, 2018, the Executive and Nomination Committee discussed the results of the Corporate Governance Road Show conducted by the Supervisory Board Chairman and the possible effects on the structure and reporting of the Management Board remuneration. As part of the review of the remuneration structure of the Management Board, the possibility of switching from the current granting of virtual shares to the future creation of actual shares should be discussed in the 2019 fiscal year. Other topics of discussion included succession arrangements within the Management Board and the approval of Helene von Roeder’s assumption of a mandate as a member of the committees of Merck KGaA.

Corporate Governance

The Management Board and Supervisory Board of Vonovia SE are committed to the principles of good corporate governance. As a result, the members of the Supervisory Board once again looked at the German Corporate Governance Code in the reporting year. On January 31, 2019, the Management Board and the Supervisory Board issued an updated Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act (AktG). The Management Board also reports, including on behalf of the Supervisory Board, on corporate governance at Vonovia in the declaration on corporate governance. Both declarations will be permanently published by the company on its website for perusal.

Audit

After being appointed at the Annual General Meeting on May 9, 2018, to audit financial statements for the 2018 fiscal year, KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, has duly audited the annual financial statements and consolidated financial statements of Vonovia SE as of December 31, 2018, and the combined management report for the 2018 fiscal year and has expressed an unqualified opinion thereon. In accordance with German legal regulations, the content of the non-financial declaration, which is included in a separate section of the combined management report, was not reviewed by the auditor. In accordance with Section 317 (4) of the German Commercial Code (HGB), KPMG also assessed the risk early warning system of Vonovia SE.

The auditor has affirmed its independence to the Chairman of the Audit Committee and duly declared that no circumstances exist that could give grounds for assuming a lack of impartiality on its part. The audit assignment was awarded to KPMG AG Wirtschaftsprüfungsgesellschaft by the Chairman of the Audit Committee in line with the Committee’s resolution and the choice of auditor made by the shareholders at the Annual General Meeting.

The annual financial statements were prepared by the Management Board in accordance with the German commercial law and stock corporation law provisions, including the generally accepted accounting practice. The consolidated financial statements were prepared by the Management Board in accordance with the International Financial Reporting Standards (IFRS), as applied in the European Union, as well as the supplementary provisions applicable pursuant to Section 315e (1) HGB.

For the annual financial statements and the consolidated financial statements, Vonovia SE prepared a combined management report based on the requirements set out in Sections 315, 298 (2) HGB.

Every member of the Supervisory Board received copies of the annual financial statements, the consolidated financial statements and the combined management report and the auditor’s report in good time. On the basis of the preliminary examination and assessment by the Audit Committee, about which the Audit Committee Chairman reported to the Supervisory Board, the Supervisory Board has scrutinized in detail the annual financial statements, consolidated financial statements and combined management report of Vonovia SE for the 2018 fiscal year and also considered the Management Board’s proposal for the appropriation of profit. With regard to the Non-financial Declaration to be published pursuant to the CSR Directive Implementation Act, the Supervisory Board complied with its review obligation.

At the joint meeting on March 6, 2019, with the Audit Committee, and at the subsequent Supervisory Board meeting held on the same day, the auditors reported both on their findings including the strategic audit objectives and key audit matters. The strategic audit objectives and the key audit matters set out in the auditor’s report had been defined by the auditor, within the context of the latter’s independent mandate, in the second half of 2018 and had already been discussed and agreed upon with the Audit Committee in advance.

In the 2018 fiscal year, with regard to the consolidated financial statements, particularly key audit matters included the value of goodwill, the valuation of investment properties and the identification and valuation of the acquired assets and liabilities as part of the acquisition of BUWOG and Victoria Park. With regard to the annual financial statements of Vonovia SE, special importance was given to the value of the shares in affiliated companies as well as the concealed contribution in kind at as part of the intragroup restructuring of the conwert Group.

The auditors gave detailed answers to our questions. After an in-depth review of all documentation, we found no grounds for objection. As a result, we concurred with the auditors’ findings. On March 06, 2019, we followed the Audit Committee’s recommendation and approved the annual financial statements and consolidated financial statements of Vonovia SE, as well as the combined management report. The annual financial statements are thus duly adopted.

Dividend

The Supervisory Board considered the Management Board’s proposal for the appropriation of profit. It gave particular consideration to the liquidity of the company/the Group, tax-related aspects, financial and investment planning. Following its audit, the Supervisory Board agrees with the proposal set out by the Management Board to be made to the Annual General Meeting, namely the proposal that, from the profit for the 2018 fiscal year, a dividend of € 1.44 per share or € 746,032,224.96 in total on the shares of the share capital as of December 31, 2018, be paid to the shareholders and the remaining amount 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 that go beyond those as of December 31, 2018.

The dividend will be paid either in cash or in the form of shares in the company. The shareholders’ right to opt for a dividend paid out in shares is communicated separately in a timely manner together with other information, particularly on the number and type of shares.

Personnel

The following staff-related changes were made within the company’s management team during the reporting period: On January 17, 2018, the Supervisory Board appointed Helene von Roeder to the Management Board to assume the position of Chief Controlling Officer. Following the end of the Annual General Meeting held on May 9, 2018, she also assumed the role of Chief Financial Officer. Dr. A. Stefan Kirsten, who had held the position of CFO up until then, left the Management Board at his own request at the end of the Annual General Meeting. Gerald Klinck, who did not seek to extend his contract as Chief Controlling Officer, also left the Management Board at the end of the Annual General Meeting. Daniel Riedl joined the Management Board as a new member at the end of the Annual General Meeting. He is responsible for the development segment and for Austria.

The Supervisory Board would like to thank those members who have left the Management Board for their valuable contributions to the company’s excellent performance in recent years. Dr. A. Stefan Kirsten managed the Finance division for more than seven years. The financial basis for Vonovia’s successful development was established under his leadership. Gerald Klinck was responsible in particular for the positive development of the areas of Group and portfolio controlling, property valuation, central procurement and condominium administration.

The following changes were made within the Supervisory Board in 2018: Jürgen Fitschen and Vitus Eckert were appointed as new Supervisory Board members at the Annual General Meeting on May 9, 2018. Jürgen Fitschen was appointed Chairman of the Supervisory Board at the inaugural Supervisory Board meeting held on the same day. He replaced Prof. Dr. Edgar Ernst, who had held the position on an interim basis since September 7, 2017, and who then assumed the role of Deputy Chairman. Hendrik Jellema left the Supervisory Board on May 9, 2018.

The Supervisory Board would like to thank Hendrik Jellema for his dedicated work as a member of the Board.

Concluding Remarks

We would like to thank the Management Board for successfully managing the company over the last year and would also like to thank our employees for what was, once again, an excellent performance. We would like to thank the employee representative bodies for another year of constructive collaboration.

Bochum, Germany, March 6, 2019

On behalf of the Supervisory Board,

Jürgen Fitschen on behalf of the Supervisory Board (Signature)

Jürgen Fitschen

Fair Value
Valuation pursuant to IAS 40 in conjunction with IFRS 13. The estimated value of an asset. The fair value is the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm’s length transaction.