Remuneration of the Management Board

Remuneration System

The remuneration system and the amount of remuneration of the Management Board are determined by the Supervisory Board on the proposal of the Executive and Nomination Committee. They are discussed yearly, for the last time in October 2020, and adjusted according to the framework found as adequate. The Annual General Meeting approved the basic principles of the remuneration system on May 9, 2014, and its last amendment on April 30, 2015.

The criteria used to assess whether the remuneration is appropriate include the duties of the individual Management Board member, his or her personal performance, the economic situation, the company’s success and future outlook and the extent to which such remuneration is standard practice. When assessing the appropriateness of remuneration, Vonovia SE looks at its peer group (horizontal, external comparison) and the remuneration structure that applies in the rest of the company (vertical, internal comparison). The remuneration structure is oriented toward the sustainable growth of the company.

In addition to fixed remuneration, the members of the Management Board receive variable short-term as well as variable long-term remuneration which takes account of both positive and negative developments. The Supervisory Board can, at their own due discretion, award Management Board members a discretionary bonus for particular achievements, even without a prior agreement. There is no entitlement to these bonuses. In the event that a discretionary bonus is paid, the underlying decision-making criteria are published. Furthermore, the members of the Management Board receive fringe benefits in the form of insurance premiums, as well as the private use of means of communication and company vehicles. In addition to his Management Board contract with Vonovia, Management Board member Daniel Riedl has another management contract with the Austrian company BUWOG. This means that, in Daniel Riedl’s case, the remuneration amounts listed below include the remuneration components from both contracts.

Fixed Remuneration and Fringe Benefits

The fixed remuneration, which contains not only the basic remuneration but also, in varying amounts, the remuneration for assuming mandates at Vonovia Group companies, subsidiaries and participating interests, is paid to the Management Board members in twelve equal monthly installments. In addition to their fixed remuneration, the Management Board members are given the opportunity to pay an annual pension contribution into a deferred compensation scheme, with the exception of Daniel Riedl, whose annual pension contribution is paid by BUWOG into an external pension fund. The contribution for Rolf Buch comes to € 400,000, while the contribution for Daniel Riedl comes to € 200,000 and the contribution for Arnd Fittkau and Helene von Roeder amounts to € 160,000 in each case. Alternatively, the amount is paid out as cash remuneration. In addition, Daniel Riedl receives a pension remuneration of € 300,000 as additional cash remuneration. This amount can be paid into the pension fund subject to certain conditions.

In two cases, the fringe benefits include term life insurance policies. In the event of illness, salaries continue to be paid for a period of twelve months, but until the end of the employment contract at the latest. In the event of death, the company continues to pay the salary to the employee’s surviving dependents for up to six months. The members of the Management Board are provided with a company car as well as communication means, which they have the right to use for private purposes. Travel expenses are reimbursed in line with the Vonovia/BUWOG Travel Expense Policy. An agreement has been reached in Daniel Riedl’s contract of employment with Vonovia that the company would reimburse the costs associated with travel from Vienna to Bochum and back, as well as any overnight accommodation in Bochum.

In addition, the contract of employment concluded with Helene von Roeder includes an agreement that, upon presentation of corresponding proof furnished by her previous employer, Helene von Roeder will receive compensation payments for all entitlements to variable remuneration that are not satisfied by her previous employer because the contractual relationship between her and that previous employer ended as a result of her move to Vonovia. This resulted in a final gross compensation payment of € 64,874 for 2019, which was paid out in 2020.

Should the Management Board members be held liable for financial losses while executing their duties, this liability risk is, in principle, covered by the D&O insurance for Management Board members of the company. Vonovia follows the statutory requirements, which provide for a deductible of 10% of any claim up to an amount of one-and-a-half times the fixed annual remuneration for all claims in one fiscal year.

Bonus

The variable short-term remuneration is based on success criteria set in advance by the Supervisory Board as well as personal targets. The variable short-term remuneration is capped at € 794,000 for Rolf Buch as the Chairman of the Management Board, and at € 440,000 for Arnd Fittkau, Daniel Riedl (contractual entitlement for Vonovia SE € 140,000 and contractual entitlement for BUWOG € 300,000) and Helene von Roeder. The Supervisory Board is authorized to increase or reduce the arithmetical entitlement to the variable short-term remuneration by up to 20% at its own due discretion. Vonovia’s success criteria state that 40% of the variable short-term remuneration depends on the achievement of the Group FFO target, 15% on the achievement of the Group adjusted NAV/share target and a further 15% on the achievement of the Group Adjusted EBITDA Total target. In Daniel Riedl’s case, 40% of the BUWOG entitlement to variable short-term remuneration depends on the achievement of the EBITDA Rental + Value-Add target and a further 15% on the achievement of the EBITDA Development target. A further 30% of the variable short-term remuneration is related to the achievement of the personal targets agreed with the Supervisory Board.

The targets for the three quantitative success criteria and the target achievement levels for the 2020 calendar year are set out below:

The Management Board members receive the variable short-term remuneration one month after the adoption of the annual financial statements of Vonovia.

Long-term Incentive Plan

The variable long-term remuneration (long-term incentive plan, LTIP) is a plan which meets the requirements set out in the German Stock Corporation Act (AktG) and the German Corporate Governance Code as published on February 7, 2017 and aims to ensure that the remuneration structure focuses on sustainable corporate development. The LTIP was introduced in 2015 and replaced the previous plan, which was launched at the time of the successful IPO.

The members of the Management Board are offered an annual remuneration component with a long-term incentive effect and a balanced risk-return profile in the form of notional shares (“performance shares”) in line with the provisions of the LTIP, which does not provide for an early payout in the event that the Management Board contract is terminated before the date provided for therein.

The Supervisory Board offers the Management Board members a prospective target amount (“grant value”) in euros for each performance period, which corresponds to four years as a general rule. Rolf Buch is awarded performance shares with a grant value of € 2,175,000 a year. Arnd Fittkau, Daniel Riedl and Helene von Roeder are each awarded performance shares with a grant value of € 800,000 a year.

The actual payout amount is calculated based on the performance shares granted accordingly based on this grant value, the target achievement level during the performance period and the performance of Vonovia’s shares, including dividends paid during the performance period. If the share price remains the same and the target achievement level comes to 100%, then the actual payout amount corresponds to the grant value (plus any dividends paid to the shareholders during the performance period).

The initial number of performance shares for the performance period in question corresponds to the grant value divided by the initial share price, rounded up to the next full share.

The overall target achievement level for a performance period is determined based on the following success targets:

a) Relative Total Shareholder Return (RTSR)

b) Development in Adjusted NAV per share

c) Development of Group FFO per share

d) Customer Satisfaction Index (CSI)– Aktiv Bo since 2020 (up to 2019 TTR)

Each of the four success targets is assigned a weighting of 25%.

At the start of each performance period, the Supervisory Board sets an objective for each of the four success targets. If all of these objectives are reached, the target achievement level comes to 100%. It also sets a minimum value for each of the four success targets as the lower target corridor threshold. If this value is reached, the target achievement level comes to 50% (minimum value). The Supervisory Board also sets a maximum value. If this value is reached or exceeded, the target achievement level comes to 200% (maximum value). If the value achieved for a particular success target falls below the minimum value, the target achievement level for this success target is 0%.

The Supervisory Board has the right and the obligation to appropriately adjust the calculation modalities if there are significant changes in the comparator group.

The reporting on the new LTIP is based on actuarial reports of an independent actuary.

At the end of each performance period, the initial number of performance shares is multiplied by the overall target achievement level and rounded up to the next full share. This multiplication produces the final number of performance shares.

The final number of performance shares is multiplied by the final share price, which, by definition, includes the total dividends paid per share during the performance period in relation to the final number of performance shares. This multiplication produces the cash payout amount.

The payout amount is limited to 250% of the grant value (cap).

As far as Rolf Buch is concerned, the performance period for the performance shares granted as part of the 2016 tranche ended on December 31, 2019, marking the end of a four-year period. The payment of € 3,375,000 (gross) was made in the 2020 fiscal year in line with the contractual provisions.

The targets for the four success criteria for the 2017 tranche and the target achievement levels following the end of the performance period on December 31, 2020, are set out below:

The future structure of the LTIP plan will reflect the demands placed on us by our shareholders and stakeholders from 2021 onwards by including non-financial key figures. This will be achieved by introducing the Sustainability Performance Index (SPI), covering the main ESG-related sustainability topics, as a key performance indicator. These aspects include the CO₂ intensity of the existing portfolio, (partial) modernization measures to make apartments fully accessible, energy-efficient new construction, increased customer and employee satisfaction, and diversity within the management ranks. At the same time, the previous success target “Development of NAV per share” is to be replaced by the success target “Development of net tangible assets per share.”

Upper Remuneration Thresholds

In addition to the provisions governing variable remuneration, upper thresholds have been contractually agreed for the remuneration paid to the Management Board as a whole in line with the recommendations set out in the German Corporate Governance Code (GCGC). As a result, the total remuneration for Rolf Buch is capped at a total of € 7,884,000 p.a., with a cap of € 3,600,000 applying to Arnd Fittkau and Helene von Roeder in each case. The total remuneration for Daniel Riedl is capped at € 2,600,000 p.a. in his Vonovia contract and at € 1,000,000 p.a. in his BUWOG contract.

Share Holding Provision

The Management Board members are obliged, for the duration of their appointment as members of Vonovia’s Management Board, to hold shares in the company (restricted shares) in the amount of the annual fixed remuneration and to furnish evidence showing that this obligation has been met at the end of each fiscal year by presenting suitable documents to the Chairman of the Supervisory Board. The value of the shares to be held is to be redefined in the event of changes to the annual fixed remuneration/a share split. In the first four fiscal years after an individual’s initial appointment as a Management Board member, the restricted shares can be accumulated on a pro rata basis.

Retirement Provision/Deferred Compensation Scheme

The pension entitlements of the Management Board members are based on the opportunity to pay an annual pension contribution into a deferred compensation scheme. Rolf Buch, Arnd Fittkau and Helene von Roeder make use of this option. In Daniel Riedl’s case, the annual pension contribution made by BUWOG is paid into an external pension fund.

For each calendar year, the contractually agreed pension contribution is converted in accordance with the in-house “Pension Instead of Cash Remuneration” model and is converted into an annuity based on actuarial principles depending on the age of the individual in question.

In 2020, the pension contribution was € 1,052,225 for Rolf Buch, € 597,025 for Arnd Fittkau, € 542,509 for Helene von Roeder and € 200,000 for Daniel Riedl, corresponding to the pension fund contribution made. In line with the contractual provisions, pension remuneration of € 300,000 was also paid into the pension fund for Daniel Riedl.

Payments in the Event of Premature Termination of Management Board Duties

Payments to a Management Board member on premature termination of his or her contract, including fringe benefits, are contractually regulated to not exceed the value of two years’ remuneration and are paid for no more than the remaining term of the employment contract (severance pay cap). Payments in the event of premature termination of a Management Board member’s contract due to a change of control are limited to 150% of the severance pay cap.

Following the termination of their contracts of employment, Rolf Buch, Arnd Fittkau and Daniel Riedl are subject to a twelve-month non-competition clause. The ex gratia payment for Rolf Buch and Arnd Fittkau corresponds to 75% (Rolf Buch) and 50% (Arnd Fittkau) of the contractual payments most recently received by them (incl. STIP and LTIP) over a period of 12 months, while the ex gratia payment for Daniel Riedl amounts to a gross total of € 1,700,000 over the same period. Ms. von Roeder is not subject to any non-competition clause.

Loans/Advances

The Management Board members were not granted any loans or advances.

Remuneration of the Management Board Within the Meaning of the German Corporate Governance Code