Economic Development of Vonovia SE

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

Foundation

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 function, it is responsible for determining and pursuing the overall strategy and implementing it in the form of 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.

Business Development in 2023 – An Overview

The residential real estate sector is currently faced with complex overall conditions characterized by high demand for housing and homes that are in short supply due to an insufficient number of real estate development projects. Demand is being driven to a considerable degree by migration and sociological aspects, while supply is being influenced primarily by higher construction costs and interest rates.

Also in light of the current overall conditions, the successful strategy defined at the time of the company’s IPO has been analyzed to identify the key value drivers and define a more targeted management system.

In the 2023 fiscal year, the foundation was laid for the merger of Vonovia Finance B.V., Amsterdam, Netherlands, with Vonovia SE on a cross-border basis effective January 1, 2024. This merger was completed upon entry in the Bochum Commercial Register on January 23, 2024.

The operating rental business of Vonovia SE and its subsidiaries went largely as planned, and proved successful, in the 2023 fiscal year. The results reported by the Development, Value-add and Recurring Sales segments were hit by the overall conditions described earlier, and fell short of expectations.

The nursing care activities performed under the Deutsche Wohnen umbrella were subjected to a strategic analysis as part of the merger, with the outcome that these activities will no longer be part of Deutsche Wohnen’s strategy and, as a result, will no longer be part of Vonovia’s strategy either. In the Group reporting, the nursing care activities are shown as discontinued/abandoned operations.

The 2023 fiscal year was also dominated by refinancing measures in response to falling market values and rising interest rates. These refinancing measures were characterized by income from block sales and from key joint venture agreements.

Vonovia was able to maintain its investment grade rating awarded by the rating agencies S&P and Moody’s. S&P confirmed the company’s BBB+/A-2 rating, with a stable outlook, in a notification dated November 20, 2023. In an announcement dated November 16, 2023, Moody’s awarded Vonovia an unchanged rating of Baa1 with a stable outlook.

As a result of the rise in interest rates and increased volatility on the stock market, there was a further increase in the cost of capital, meaning that impairment losses needed to be taken on shares in affiliated companies.

The Annual General Meeting held on May 17, 2023, resolved to pay a dividend for the 2022 fiscal year in the amount of € 0.85 per share. During the subscription period, shareholders holding a total of 44.87% of the shares carrying dividend rights opted for the scrip dividend instead of the cash dividend. As a result, 18,795,001 new shares were issued using the company’s authorized capital for a total of € 303,539,266.15. The total amount of the dividend distributed in cash therefore came to € 372,933,231.30.

The Annual General Meeting also voted on the election of eight Supervisory Board members. Dr. Daniela Gerd tom Markotten was elected as a new Supervisory Board member. As planned, the size of the Supervisory Board was reduced from twelve to ten members. The Supervisory Board elected Clara-Christina Streit as its Chair at its inaugural meeting.

Effective October 1, 2023, Ruth Werhahn assumed responsibility for Vonovia’s new HR executive division and is now a member of the Management Board of Vonovia SE. Helene von Roeder had previously left Vonovia with effect from June 30, 2023 at her own request.

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 2023 and, as a result, the annual result are once again influenced to a very considerable degree by special effects resulting from impairment losses and the reversal of impairment losses on non-current financial assets, expenses linked to the integration process and, with the opposite effect, book gains, meaning that Vonovia closed 2023 with a net loss for the year of € 2.0 billion.

Impairment losses on the shares in Deutsche Wohnen SE were reversed in the amount of € 375.8 million following hefty impairment losses of € 8.9 billion in the previous year. Impairment losses of € 484.1 million had to be recognized on shares in other non-current financial assets.

Losses from loss transfers also had an impact of € 1.8 billion. The losses in the subsidiaries mainly resulted from value adjustments on shares in affiliated companies.

Business development was also shaped by the assumption of the activities performed by Vonovia Finance B.V. in anticipation of the planned merger, which shifted debt financing volumes from Vonovia Finance B.V. to Vonovia SE, with a knock-on effect on the financial result.

The 2023 fiscal year was also characterized by the completion of the process to integrate Deutsche Wohnen’s processes and systems into the Vonovia platform.

In order to provide the profit of € 750.0 million, the Management Board withdrew € 2,754.1 million from the company’s capital reserves, which were worth € 2,898.0 million as of December 31, 2023.

The previous year had also been characterized by expenses for impairment losses on shares, as well as integration costs.

Revenue increased by € 55.9 million from € 178.3 million in 2022 to € 234.2 million as a result of the higher fees charged under agency agreements due to the incorporation of the Deutsche Wohnen Group into Vonovia’s system and process platform.

Other operating income increased by € 406.0 million in 2023, primarily due to the reversal of impairment losses on the shares in Deutsche Wohnen and book gains from the early repayment of bonds as part of a public buyback offer.

Purchased services, as a key component of the cost of materials, increased by € 45.2 million, largely in line with the higher fees charged due to an increase in internally purchased services in the context of the integration of the Deutsche Wohnen Group.

Personnel expenses fell in 2023 by € 6.3 million due to lower additions to retirement benefits and, with the opposite effect, higher remuneration for the long-term incentive program.

Other operating expenses fell by € 14.6 million, due predominantly to lower financing costs and lower impairment losses on receivables. On the other hand, consultancy expenses were higher in connection with the integration of Deutsche Wohnen’s processes and systems.

Net financial expenses fell from € 9,375.7 million to € 776.7 million. In the previous year, the main driver had been the impairment losses on the shares in Deutsche Wohnen. Net interest expenses increased by € 25.1 million as a result of the transfer of financing volumes from Vonovia Finance B.V. to Vonovia SE. The balance of interest with affiliated companies came to € 92.9 million as against € 120.9 million in the previous year. Net interest expenses paid to third parties rose by € 53.1 million to € 169.1 million.

Income from investments in the 2023 fiscal year is in negative territory at € 1,538.9  million, € 758.9 million lower than the prior year’s figure. This figure was impacted significantly by the result from profit and loss transfers in the amount of € -1,569.9 million, which is also influenced primarily by impairment losses on investment carrying amounts and book losses.

Whereas Vonovia reported tax income of € 9.1 million in 2022, it reported tax expenses of € 59.7 million in 2023. Tax expenses in the year include deferred tax expense of € 25.3 million as tax expense of € 15.2 million for previous years.

Vonovia SE closed the 2023 fiscal year with a net loss of € 2,027,621,705.47 (2022: € 10,239,681,551.72 ). After offsetting this loss for the year against the profit carried forward from the previous year of € 23,527,502.55, the Management Board withdrew € 2,754,094,202.92 from capital reserves, resulting in a net profit for the 2023 fiscal year of € 750,000,000.00.

The Management Board and the Supervisory Board propose to the Annual General Meeting that, of the profit of Vonovia SE for the 2023 fiscal year of € 750,000,000.00, an amount of € 733,180,498.20  on the 814,644,998 shares of the share capital as of December 31, 2023 (corresponding to € 0.90 per share) be paid as a dividend to the shareholders, and that the remaining amount of € 16,819,501.80 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, 2023.

As in the previous fiscal years, including 2022, the dividend for the 2023 fiscal year, payable after the Annual General Meeting in May 2024, 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 net lending/borrowing position of € 9.6 billion in favor of Group companies, debt financing of € 18.1 billion and shares in affiliated companies of € 31.9 billion. Total equity amounts to € 4.5 billion.

The company’s non-current assets in the amount of € 35,308.5 million (December 31, 2022: € 33,994.7 million) are largely characterized by non-current financial assets in the amount of € 35,278.2 million (December 31, 2022: € 33,969.0 million).

The company’s intangible assets and tangible fixed assets increased slightly in the normal course of business.

Shares in affiliated companies increased by € 1,824 million in the context of joint venture agreements; by contrast, loans to Group companies fell by € 494.5 million.

Net liabilities comprising bonds, bank loans and liquidity increased by € 4,127.0 million due to the shift in volumes from Vonovia Finance B.V. 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 € 2,520.1 million in favor of Vonovia’s Group companies in 2023.

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 € 320 million as of December 31, 2023.

Provisions came to € 223.3 million at the end of the year (December 31, 2022: € 192.5 million), with € 101.4 million attributable to provisions for pensions (December 31, 2022: € 98.3 million) and € 54.2 million attributable to tax provisions (December 31, 2022: € 38.5 million). The € 11.9 million increase in other provisions was mainly due to the pre-retirement part-time work program and outstanding invoices.

Total equity had fallen significantly by € 2,400.6 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 2023 fiscal year, an average of 159 employees (2022: 160) were employed at the company, 125 of whom were full-time employees and 34 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 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 2023 is influenced to a significant degree by special effects due to impairment losses, and the reversal of impairment losses, recognized on investments and shares in affiliated companies, expenses related to joint venture agreements and book gains in the context of the public bond buyback offer. 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 2023 runs into the mid-double-digit millions, in line with the company’s forecast.

The results for the 2024 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 2024 fiscal year, excluding special effects.

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 value-adding development business promote ongoing improvements in profitability and enterprise value. Developments in Germany are complemented by equally positive developments in Sweden and Austria.