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48 Share-based Payments

Accounting Policies

The obligations arising from share-based payments are calculated using standard valuation methods based on option pricing models.

Share-based payments settled through equity instruments are recognized at the grant date at the fair value of the equity instruments vested by that date. The fair value of the obligation is therefore recognized as personnel expenses proportionally over the vesting period and is offset directly against the capital reserves.

The cash-settled share-based payments are shown under other provisions and remeasured at fair value at each reporting date. The expenses are also recognized as personnel expenses over the vesting period (see [E39] Provisions).

Vonovia Management Board

As part of the LTIP in place since 2015, the Management Board members are granted a fixed number of phantom stocks (performance share units or “PSU”) annually, which are paid out at the end of a four-year performance period based on the target achievement level for targets defined at the beginning of the performance period and on the development of the share price. The pre-defined target achievement level is based on the targets Relative Total Shareholder Return (RTSR), the development of EPRA Net Tangible Assets (NTA) per share, the development of the Group FFO per share, and the Sustainability Performance Index (SPI), with each target weighted equally at 25%. As a result, this LTIP constitutes a form of cash-settled share-based payment pursuant to IFRS 2; in turn, the payout claim can be lost entirely if the defined target achievement level has not been reached.

The value of the total phantom stocks that had been granted but not paid out from the LTIP as of December 31, 2022, was calculated by an external expert based on recognized actuarial principles. The obligation disclosed as of the reporting date breaks down as follows:

Management Board Vonovia – The value of the total phantom stocks that had been granted but not paid out from the new LTIP plan as of December 31, 2022

Tranche in €

End of vesting period

Dec. 31, 2022

2019–2022

Dec. 31, 2022

2,778,945

2020–2023

Dec. 31, 2023

1,935,710

2021–2024

Dec. 31, 2024

1,106,812

2022–2025

Dec. 31, 2025

820,936

The LTIP program resulted in expenses pursuant to IFRS 2 totaling € -0.8 million in the 2022 reporting year (2021: € 5.1 million).

Management Board of Deutsche Wohnen

The members of the Management Board of Deutsche Wohnen are granted an annual LTIP over a four-year performance period, the amount of which depends on the achievement of specific financial targets and, in general, also on the achievement of specific sustainability targets. Target achievement is determined using the financial performance criteria DW-NTA per share and DW-Group FFO per share. The two financial performance criteria create incentives for a long-term increase in the value of the company. In general, target achievement is also determined on the basis of sustainability criteria (ESG targets). This means that the LTIP constitutes a form of cash-settled payment. Conversely, the payment claim can be lost entirely if the defined target achievement level has not been reached.

The value of the liability recognized as of December 31, 2022 was determined by an external appraiser using recognized actuarial methods and is composed as follows:

Management Board Deutsche Wohnen – The value of the total phantom stocks that had been granted but not paid out from the new LTIP plan as of December 31, 2022

Tranche in €

End of vesting period

Dec. 31, 2022

2022–2025

Dec. 31, 2025

233,243

The LTIP program resulted in expenses pursuant to IFRS 2 totaling € 0.2 million in the 2022 reporting year (2021: € -0.1 million).

Vonovia Executives Below Management Board Level

The LTIP was implemented for the first level of management in 2016. This LTIP is based largely on the LTIP in place for the Management Board, also regarding the performance objectives and the calculation of the objective values with regard to the minimum value, the “target achievement value,” and the maximum value.

The value of the total phantom stocks that had been granted but not paid out from the LTIP as of December 31, 2022, was calculated by an external expert based on recognized actuarial principles. The obligation disclosed as of the reporting date breaks down as follows:

Executives Below Management Board Level – Value of the total phantom stocks that had been granted but not paid out as of December 31, 2022

Tranche in €

End of vesting period

Dec. 31, 2022

2019–2022

Dec. 31, 2022

1,164,286

2020–2023

Dec. 31, 2023

701,651

2021–2024

Dec. 31, 2024

393,109

2022–2025

Dec. 31, 2025

197,269

The LTIP program results, in accordance with IFRS, in expenses of € -0.5 million in the 2022 reporting year (2021: € 1.7 million).

Deutsche Wohnen Executives Below Management Board Level

The LTIP for the first level of management, which was based largely on the LTIP in place for the Management Board of Deutsche Wohnen, also regarding the identical performance objectives and the calculation of the objective values with regard to the minimum value, the “target achievement value,” and the maximum value, was transitioned to the STIP in 2022 or was otherwise contractually replaced. This means that this form of share-based payment will no longer apply to executives below Management Board level in the future.

The LTIP program resulted in expenses pursuant to IFRS 2 totaling € 0.0 million in the 2022 reporting year (2021: € - million).

Employees

The Group works council agreement “Employee Share Program” was concluded in 2014. The program started in the 2015 calendar year, with the shares granted subject to a vesting period of six months. The costs associated with the securities deposit account are borne by Vonovia. Shares with a value of between € 90 and € 360 at the most are granted to employees, depending on their gross annual salary, without the employees having to make any contribution of their own.

The new employee share program results in total expenses of € 2.4  million in the 2022 reporting year (2021: € 2.4  million), which have been offset directly against the capital reserves.