Economic Development of Vonovia SE

(Reporting on the basis of the German Commercial Code [HGB])

Fundamental Information

Vonovia SE has been entered in the commercial register of Bochum Local Court under HRB 16879 since 2017. Vonovia SE was established as Deutsche Annington Immobilien GmbH on June 17, 1998, with its registered headquarters in Frankfurt am Main, to serve as an acquisition vehicle for the purchase of residential properties by financial investors. Following its initial listing in 2013 and further successful acquisitions over the course of time, it now forms the Vonovia Group together with its subsidiaries and is one of the leading German, Austrian and Swedish residential real estate management companies. Following the successful integration of the BUWOG Group, Vonovia also ranks among the leading real estate developers in Germany and Austria. Deutsche Wohnen SE and its subsidiaries have also been part of the Vonovia Group since September 2021.

Vonovia SE performs the function of the management holding company within the Vonovia Group. In this role, it is responsible for determining and pursuing the overall strategy and for implementing this strategy by setting the company’s goals. It performs property management, project development, financing, service and coordination tasks for the Group. Furthermore, it is responsible for the management, control and monitoring system as well as risk management. To carry out these management functions, Vonovia SE also maintains service companies to which it has outsourced selected functions, allowing it to realize corresponding harmonization and standardization effects, as well as economies of scale.

The description of the company’s net assets, financial position and results of operations is based largely on the reporting of the Vonovia Group. The net assets, financial position and results of operations of Vonovia SE as the management holding company are ultimately determined by the assets of the Group companies and their ability to make sustainable positive contributions to earnings and generate positive cash flows. The company’s risk profile is therefore largely the same as the Group’s.

The preceding reporting for the Group of Vonovia SE therefore also expresses the company’s position.

The Vonovia SE annual financial statements have been prepared in accordance with the provisions of the German Commercial Code (HGB) taking into account the supplementary regulations of the German Stock Corporation Act (AktG). As a listed company, Vonovia SE is classed as a large corporation.

The annual and consolidated financial statements as well as the combined management report are published in the electronic business register.

Development of Business in 2022

On January 4, 2022, Deutsche Wohnen extended a loan to Vonovia SE in the amount of € 1,450 million in line with the arm’s length principle. It had a value of € 870 million as of December 31, 2022.

The bridge facility taken out in connection with the acquisition of a majority stake in Deutsche Wohnen was valued at € 3,490.0 million in early 2022 and was repaid in full as of March 1, 2022.

The Annual General Meeting of Vonovia SE was held as a virtual event on April 29, 2022. The shareholders approved all of the resolution proposals put forward by the Supervisory Board and the Management Board as required. They also formally approved the actions of the Supervisory Board (98.03% of the votes) and the Management Board (99.87% of the votes).

The Annual General Meeting approved the dividend proposal of € 1.66 per share. Once again, the shareholders were offered the choice between a cash and a scrip dividend. 47.85% opted for a dividend in the form of shares.

Rising interest and inflation rates, partly triggered by the war in Ukraine, coupled with uncertainty in the commodity markets and supply chains that remain disrupted, create a highly complex environment for corporate management.

The operating business was stable as expected overall, with moderate effects resulting from the Ukraine war and the coronavirus pandemic in some areas. These effects related primarily to the procurement of raw materials and to energy costs.

As a result of the rise in interest rates in particular, there was a further increase in the cost of capital, meaning that impairment losses needed to be recognized on shares in affiliated companies. Impairment losses were taken on the shares in Deutsche Wohnen, in particular, in the amount of € 8,881.9 million in connection with the share price development. The result from profit-and-loss transfer agreements of € -809.9 million also includes significant amounts from impairment losses taken on shares in subsidiaries. Impairment losses of € 219.0 million were also recognized on investments in associates in 2022.

2022 was also shaped by the integration of the Deutsche Wohnen Group within the systems and processes of Vonovia in order to facilitate the shared harnessing of potential synergies. The measures were implemented based on framework and management service agreements.

At its meeting on December 8, 2022, the Supervisory Board of Vonovia SE decided unanimously that Clara-Christina Streit will assume the position of Chair of the Supervisory Board following the Annual General Meeting on May 17, 2023. She would therefore succeed Jürgen Fitschen, who will not stand again for election on account of the age limit in place at Vonovia.

Vonovia holds an investment grade rating from ratings agencies S&P and Moodys. S&P confirmed the company’s BBB+/A-2 rating, with a stable outlook, in a notification dated November 11, 2022. In an announcement dated November 1, 2022, Moody’s awarded Vonovia a rating of Baa1 with a stable outlook. In a notification dated July 8, 2022, ratings agency Scope published an A- stable rating for Vonovia.

Results of Operations of Vonovia SE

The company regularly generates income from the charging of the services it provides, from income from investments in the form of dividend distributions from Group companies and income from the transfer of profits. Profit-and-loss transfer agreements exist with, among other entities, the service companies, which themselves generate income by charging the real estate companies for the services they have provided.

The income from investments collected is based on the net profit of the subsidiaries that is eligible for distribution, which is, in turn, calculated based on the accounting standards set out in the German Commercial Code. The main difference between these standards and the IFRS accounting principles lies in the fact that, under IFRS accounting, the fair value principle has more of an impact than the cost principle does under HGB accounting.

In the consolidated financial statements under IFRS, the properties are remeasured at periodic intervals. Under HGB, the fixed assets are stated at amortized cost, taking depreciation into account. The capitalization regulations in particular also vary.

Expenses relate largely to personnel and administrative expenses associated with the management holding function, as well as to losses to be compensated for in connection with profit-and-loss transfer agreements.

The financial result is characterized by group financing, impairment losses on non-current financial assets and the result from profit-and-loss transfer agreements.

The development of business in 2022 and, as a result, the annual result are influenced to a very considerable degree by special effects resulting from impairment losses on non-current financial assets and expenses linked to the integration process, meaning that Vonovia closed 2022 with a net loss for the year of € 10.2 billion. In particular, a write-down of € 8.9 billion had to be applied to shares in Deutsche Wohnen, due primarily to the marked increase in interest rates and, as a result, to the increased discount rates. A write-down of € 219.0 million had to be applied to shares in the Adler Group S.A. due to a lower pro rata share value.

By way of comparison, the previous year was characterized by the expenses resulting from the public takeover offer for the acquisition of a majority stake in Deutsche Wohnen SE.

Revenue and other operating income in Vonovia’s ongoing business rose by € 56.6 million. Revenue increased by € 12.1 million due to volume-related aspects as a result of the increased charging-on of holding services. Other operating income included income largely from the intra-Group charging on of vehicle and e-bike leasing expenses, from repayment waivers and from the reversal of provisions.

Purchased services, as a key component of the cost of materials, increased by € 9.0 million largely due to higher internally purchased services.

Personnel expenses in 2022 amounted to € 38.7 million as against € 31.3 million in 2021. This is due, on the one hand, to increased additions to provisions for pensions of € 8.4 million due to inflation as well as to premium payments and, on the other hand, to lower allocations to the long-term incentive program.

Other operating expenses fell by € 266.1 million, due predominantly to the financing and acquisition costs as special effects in the previous year in the context of the acquisition of a majority stake in Deutsche Wohnen.

Net financial expenses increased by a significant € 9,116.0 million overall to total € 9,375.7 million, due primarily to the impairment of the shares in Deutsche Wohnen SE in the amount of € 8,881.9 million. Net financial expenses increased by € 28.0 million to € 282.3 million, with € 166.3 million attributable to interest paid to affiliated companies. As the Group is now financed primarily by Vonovia SE directly as opposed to by Vonovia Finance B.V., net interest vis-à-vis affiliated companies fell by € 41.0 million, while net interest vis-à-vis third parties rose by € 68.9 million.

Income from investments in the 2022 fiscal year is in negative territory at € 780.0 million, € 952.9 million lower than the prior year’s figure of € 172.9 million. This figure was impacted significantly by the result from profit and loss transfers in the amount of € -809.9 million, which is also influenced primarily by impairment losses on investment carrying amounts.

Whereas tax expenses amounted to € 61.8 million in 2021, the total income for 2022 is € 6.2 million. This income relates to deferred taxes and taxes for previous years, less tax expenses of € 10.5 million for the 2022 fiscal year. As the controlling company in a VAT group, Vonovia SE owes the corresponding income taxes.

Vonovia SE closed the 2022 fiscal year with a net loss for the year of € 10,239,681,551.72 (2021: € 544,825,598.94).

After offsetting this net loss for the year against the profit carried forward from the previous year of € 35,848,334.26, the Management Board withdrew a further € 10,903,833,217.46 from capital reserves, resulting in a net profit net profit for the 2022 fiscal year of € 700,000,000.00.

The Management Board and the Supervisory Board propose to the Annual General Meeting that, of the profit of Vonovia SE for the 2022 fiscal year of € 700,000,000.00, an amount of € 676,472,497.45 on the 795,849,997 shares of the share capital as of December 31, 2022 (corresponding to € 0.85 per share) be paid as a dividend to the shareholders, and that the remaining amount of € 23,527,502.45 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 of the share capital as of December 31, 2022.

As in the 2018, 2019, 2020 and 2021 fiscal years, the dividend for the 2022 fiscal year, payable after the Annual General Meeting in May 2023, will again include the option of a non-cash dividend in shares, to the extent that the Management Board and the Supervisory Board consider this to be in the interests of the company and its shareholders.

Net Assets and Financial Position of Vonovia SE

The company’s asset position is characterized by the impairment losses on non-current financial assets, which made a key contribution to the reduction in total assets by € 8.9 billion.

The company’s non-current assets in the amount of € 33,994.7 million (previous year: € 39,965.4 million) are largely characterized by non-current financial assets in the amount of € 33,969.0 million (previous year: € 39,936.8 million).

At € 8,881.9 million, the drop in non-current financial assets in the 2022 fiscal year is due primarily to the impairment losses recognized on the shares in Deutsche Wohnen SE. On the other hand, lendings to affiliated companies increased by € 2,847.2 million, with € 2,704.7 million attributable in particular to the splitting of cash pool balances into current and non-current balances on account of the new cash pool agreement.

The company’s intangible assets and tangible fixed assets fell overall due to depreciation and amortization in the normal course of business.

Net current assets (current assets less liabilities, prepaid expenses and deferred income) including cash and cash equivalents are governed by the Group financing structure, in which Vonovia SE assumes the function of the cash pool leader. Net current assets fell by € 3,055.4 million in the 2022 fiscal year, although this drop is due primarily to the splitting of cash pool balances into current and non-current balances on account of the new cash pool agreement. As of December 31, 2022, the non-current cash pool balances are recognized under non-current financial assets as lendings to affiliated companies. In the prior year, they were recognized as receivables from affiliated companies under current assets.

The Group’s net lending/borrowing position, which comprises receivables from and liabilities to affiliated companies as well as company loans resulting from the Group financing activity, developed by a total of € 106.0 million in Vonovia SE’s favor in 2022.

The issue of bonds and the repayment of funds borrowed from banks increased Vonovia SE’s debt financing to € 16,537.8 million as of December 31, 2022 (previous year: € 14,641.1 million).

Provisions came to € 192.5 million at the end of the year (previous year: € 193.3 million), with € 98.3 million attributable to provisions for pensions (previous year: € 84.8 million) and € 38.5 million attributable to tax provisions (previous year: € 35.5 million). Other provisions fell by € 17.2 million, due first and foremost to lower claims under the long-term incentive program and a risk provision in connection with recoverability guarantees vis-à-vis Vonovia Finance B.V.

Total equity had fallen significantly by € 10,912.0 million by the end of the fiscal year due to the net loss for the year and the cash dividend that was paid out.

Cash flow from operating activities is characterized by the income and expenses relating to the performance of the management holding functions. Vonovia SE only has appreciable cash flows from investing activities when acquisitions are made. Cash flows from financing activities regularly result from changes in Group financing and from the borrowing/repayment of debt financing in the context of the Group financing function.

Employees of Vonovia SE

In the 2022 fiscal year, an average of 160 employees (2021: 160) were employed at the company, 124 of whom were full-time employees and 36 of whom were part-time.

Opportunities and Risks for Vonovia SE

The likely development of Vonovia SE in the 2023 fiscal year depends to a considerable extent on the development of the Group as a whole and its opportunity and risk situation. This situation is set out in the Group’s opportunity and risk report, meaning that the statements set out there in regard to the opportunity and risk situation of the Group also apply to the annual financial statements of Vonovia SE prepared in accordance with German commercial law, where the risks can have an impact on the valuation of long-term financial assets and on the amount of the results of subsidiaries collected/compensated for.

Forecast for Vonovia SE

Since the company’s net assets, financial position and results of operations are determined solely by the ability of the Group companies to make positive earnings contributions and generate positive cash flows in the long term, we refer at this point to the Forecast Report for the Group. The most important financial performance indicator for the annual financial statements of Vonovia SE is the annual result.

The company’s result for 2022 is influenced to a significant degree by special effects due to impairment losses recognized on investments and shares in affiliated companies. The expenses incurred in connection with the integration measures also had a negative impact on Vonovia SE’s annual result.

Without taking these special effects into account, the net loss for 2022 runs into the upper double-digit millions, contrary to the prior-year forecast.

The results for the 2023 fiscal year will in turn be characterized by the results of subsidiaries collected/compensated for on the basis of income from investments and profit-and-loss transfer agreements, income from services, personnel and administrative expenses, and the financial result.

All in all, we expect the company to report a net loss in the mid-double-digit million range in the 2023 fiscal year, excluding special effects.

The company’s distribution policy remains unchanged in general and provides for the distribution of around 70% of our Group FFO after minority interests. Group FFO is an alternative performance indicator that is not taken directly from the accounting standards but is based on the IFRS. Weighing up the different expectations of our shareholders due to the current environment, the plan is to distribute a reduced dividend of € 0.85 per share to our shareholders for the 2022 fiscal year in deviation from the general distribution policy.

Statement of the Management Board on the Economic Situation

The net assets, financial position and results of operations of the company are positive, particularly given the solid financing, the resulting balanced maturity profile and the financing flexibility gained through the rating-backed bond financing with a view to both organic and external growth. The ongoing improvements to the property management processes, the expansion of the Value-add segment, Recurring Sales and a successful development business promote ongoing improvement in profitability. Developments in Germany are complemented by equally positive developments in Sweden and Austria.