Further Statutory Disclosures

Corporate Governance

In the corporate governance declaration, we report on the principles of management and corporate governance in accordance with Principle 23 of the German Corporate Governance Code and Section 289f et seq. of the German Commercial Code (HGB). The declaration contains the Declaration of Conformity, information on corporate governance practices, a description of how the Management Board and Supervisory Board work and key corporate governance structures. The corporate governance declaration, which is not included in the audit conducted by the auditor of the annual financial statements pursuant to Section 317 (2) (6) HGB, has been published on the Investor Relations website and is an unaudited part of the management report.

Corporate governance is the responsible management and supervision of a company.

With balanced corporate governance, the Management Board and the Supervisory Board wish to safeguard Vonovia SE’s competitiveness, strengthen the trust of the capital market and the general public in the company and sustainably increase the company’s value.

As a major real estate company, we are aware of the particular significance of our entrepreneurial actions for society at large.

The Management Board has looked at the appropriateness of the internal control system that has been set up and has evaluated its effectiveness. Within this context, the Management Board verified, also based on discussions with the Internal Audit department, that the technical and organizational safeguards put in place for control purposes are suitable for the purposes of ensuring that the company is protected from material damage resulting from financial losses, fraudulent acts or mismanagement in all key matters. This verification was based on the German Corporate Governance Code in its most recent version from 2022, among other things. Ultimately, the Management Board has no reason to believe that the internal control system is not appropriate and effective in all key aspects. 

Based on findings from internal or external audits, we make continuous improvements to our internal control system. Another component of our internal control system is regular monitoring, on the basis of which any weak points identified are eliminated. Optimization potential identified as part of an extensive internal investigation on the basis of the investigations against individuals who are largely former employees, of which Vonovia was notified on March 7, 2023, has since been implemented. The findings of the internal investigation also reveal that collusion between the defendants meant that otherwise effective control mechanisms were circumvented.*

Subscribed Capital and Shares

The share capital of Vonovia SE as of December 31, 2025 amounted to € 848.2 million (previous year: € 822.8 million), divided into 848,216,385 no-par-value shares with a notional interest in the share capital of € 1.00 per share. All shares carry the same rights and obligations. Each share grants one vote at the Annual General Meeting and is decisive for the share held by shareholders in the company’s profits. The rights and obligations of the shareholders result in detail from the provisions of the German Stock Corporation Act (AktG), in particular from Article 9 (1c) (ii) of the SE Regulation in conjunction with Sections 12, 53a et seq., 118 et seq. and 186 AktG. There are no shares with special rights conferring powers of control.

Shareholdings in the Capital Exceeding 10.0% of the Voting Rights

Pursuant to Section 33 (1) of the German Securities Trading Act (WpHG), shareholders who exceed or fall below the threshold of 10.0% of the voting rights of a listed company, among other criteria, must notify the company and the German Federal Financial Supervisory Authority (BaFin) without delay. These notifications are published by Vonovia SE in accordance with Section 40 WpHG. Direct or indirect shareholdings in the share capital of Vonovia SE that exceed the threshold of 10.0% of the voting rights have been reported by Norges Bank, which has its registered office in Oslo. As of December 31, 2025, Norges Bank had a direct shareholding of 14%. 

Authority of the Management Board to Issue or Repurchase Shares

At the Annual General Meeting on May 28, 2025, a resolution was passed to cancel the 2022 authorized capital after using it for the scrip dividend and create new 2025 authorized capital in the amount of € 246,855,877.00; pursuant to the resolution, the Management Board is authorized, in accordance with Article 5 of the Articles of Association, to raise equity once or multiple times until May 27, 2030 by issuing up to 246,855,877 new no-par-value registered shares (“2025 authorized capital”).

On June 23, 2025, the Management Board made use of this authorization to use the 2022 authorized capital, with the consent of the Supervisory Board, to issue 12,768,562 shares in return for the contribution of dividend entitlements (scrip dividend) and increased the share capital by € 12.7 million to € 835.6 million.

“2025 conditional capital” was created for the purpose of compensation by way of shares of Vonovia SE to the external shareholders of Deutsche Wohnen SE in accordance with the provisions of the control and profit and loss transfer agreement between Vonovia SE and Deutsche Wohnen SE dated December 15, 2024. The share capital is conditionally increased by up to € 55,000,000.00 through the issuance of up to 55,000,000 new no-par-value registered shares with an entitlement to dividend.

15,842,652 Deutsche Wohnen SE shares were submitted in the 2025 fiscal year. In accordance with the exchange ratio, the company created 12,594,898 shares in Vonovia SE from the 2025 conditional capital and distributed them on a pro rata basis to Deutsche Wohnen SE shareholders. The remaining 2025 conditional capital is therefore € 42,405,102.00.

In order to serve the authorization, passed by the Annual General Meeting of April 16, 2021 and reduced by resolution of the Annual General Meeting of May 28, 2025, to issue convertible bonds, bonds carrying option rights, participating rights, and participating bonds, “2021 conditional capital” was created. The share capital is conditionally increased by resolution of the Annual General Meeting on May 28, 2025, by up to € 57,525,732.00 through the issuance of up to 57,525,732 new no-par-value registered shares with an entitlement to dividend. The conditional capital increase shall only be carried out to the extent that the owners (i.e., creditors) of the debt instruments stipulated in the capital increase resolution on 2021 conditional capital make use of their conversion right/meet conversion obligations, or to the extent that the company grants shares in the company instead of paying the monetary amount due and to the extent that the conversion rights are not satisfied in any other way.

Furthermore, in order to service the authorization, adopted by the Annual General Meeting of May 28, 2025, to issue convertible bonds, bonds carrying option rights, participating rights and participating bonds, new conditional capital, i.e., “2025 II conditional capital” was created. For this purpose, by resolution of this Annual General Meeting, the share capital is conditionally increased by up to € 164,570,585.00 through the issuing of 164,570,585 new no-par-value registered shares carrying dividend rights. The conditional capital increase shall only be carried out to the extent that the owners (i.e., creditors) of the debt instruments stipulated in the capital increase resolution on 2025 II conditional capital make use of their conversion right/meet conversion obligations, or to the extent that the company grants shares in the company instead of paying the monetary amount due and to the extent that the conversion rights are not satisfied in any other way.

The authority to acquire own shares is based on Article 9 (1c) (ii) SE Regulation (SE-VO) in conjunction with Sections 71 et seq. AktG and as of the balance sheet date from the authorization by the Annual General Meeting dated April 29, 2022. The Management Board is authorized, with the approval of the Supervisory Board, until April 28, 2027 to acquire and use own shares in the company up to a total of 10% of the share capital of the company existing at the time of the resolution or – if this value is lower – at the time the authorization is exercised, in accordance with the conditions granted, while observing the principle of equal treatment (Article 9 (1c) (ii) of the SE Regulation in conjunction with Section 53a AktG). The shares acquired on the basis of this authorization, together with other shares in the company that it has already acquired and still holds or that are attributable to it in accordance with Sections 71a et seq. AktG, may at no time exceed 10% of the respective share capital of the company. 

Appointment and Removal from Office of Members of the Management Board and Amendments to the Articles of Association

Members of the Management Board are appointed and removed from office by the Supervisory Board in accordance with Article 9 (1), Article 39 (2) SE Regulation and Sections 84 and 85 AktG. The Supervisory Board appoints members of the Management Board for a maximum period of six years in accordance with the Articles of Association of Vonovia SE. Reappointment or extension of the term of office, in each case for a maximum of six years, is permissible. The Articles of Association of Vonovia SE further stipulate in Section 8 (1) that the Management Board shall consist of at least two members. It may appoint a member of the Management Board as Chairperson of the Management Board and a Deputy Chairperson.

Pursuant to Article 59 of the SE Regulation, the Annual General Meeting adopts resolutions on amendments to the Articles of Association. In accordance with Article 17 (4) of the Articles of Association, amendments to the Articles of Association require a majority of two thirds of the votes cast or, if at least half of the share capital is represented, a simple majority of the votes cast, unless mandatory statutory provisions require a different majority.

Change of Control Clauses and Compensation Agreements in the Event of a Takeover Bid

The main agreements of Vonovia SE that are subject to a change of control relate primarily to financing agreements. In the event of a change of control, these provide for the right of termination and early repayment on the part of the lender, as is customary. Under certain circumstances, a change of control would have an impact on the bonds, promissory note loans and mortgages issued by Vonovia SE and on the existing credit lines and loan agreements concluded by Vonovia SE or Group companies with banks. The relevant terms and conditions comprise standard market agreements that grant the creditors the right of early termination or conversion in the event of a change of control pursuant to these terms and conditions.

Bochum, March 16, 2026

The Management Board