Recruitment of Members of Executive Bodies

In accordance with the German Corporate Governance Code, the Supervisory Board and the Management Board must be composed in such a way that these bodies/their members as a group have the knowledge, ability and specialist experience required to properly complete their tasks. The requirements were extended and set out by law with the entry into force of the CSR Directive Implementation Act. The Supervisory Board has adopted the following criteria and objectives for recruiting individuals to the Management and Supervisory Boards, taking the above-mentioned requirements into account:

Recruitment of Members of the Supervisory Board

Composition: As a listed company that is not subject to codetermination, the Supervisory Board of Vonovia SE is to include ten members, an appropriate number of whom are to be independent within the meaning of the Code. All members should have sufficient time available to perform the duties associated with their mandate with due regularity and care.

When proposing candidates to fill new Supervisory Board positions to the Annual General Meeting, the Supervisory Board should have performed an extensive review to ensure that the candidates standing for election meet the corresponding professional and personal requirements (see table below entitled Supervisory Board Qualifications Matrix), and must disclose the candidates’ personal and business-related relationships with the company, the governing bodies of the company and any shareholders with a material interest in the company. Shareholders are deemed to hold a material interest if they hold more than 10% of the voting shares in the company, either directly or indirectly. The proposals are not based on the candidate’s affiliation to any particular party that is interested in the company.

Other criteria governing composition include:

• No more than two former members of the Management Board shall be members of the Supervisory Board.
• Supervisory Board members shall not exercise directorships or similar positions or advisory tasks for important competitors of the company.
• If a (designated) member belongs to the Management Board of a listed company, this member shall not accept more than a total of two supervisory board mandates in non-Group listed companies or on supervisory bodies of non-Group entities that make similar requirements.
• As a general rule, nominations for election to the Supervisory Board should ensure that members do not sit on the Supervisory Board for more than 15 years.
• The age limit has been set at 75 at the time of election to the Supervisory Board in general.

Skills Profile: The Supervisory Board of Vonovia SE is to comprise members who collectively ensure that all of the areas of expertise set out in the expertise matrix (see table below entitled Supervisory Board Qualifications Matrix) are covered. This ensures qualified supervision of, and provision of advice to, the Management Board. As a result, the candidates nominated for election to the Supervisory Board should be able, on the basis of their knowledge, skills and professional experience, to perform the duties of a Supervisory Board member of a listed residential real estate company with international operations. In addition to their professional qualifications, the candidates should also show integrity, professionalism and commitment. The aim is to ensure that the Supervisory Board as a whole offers all of the knowledge and experience that the Group considers to be important for ensuring Vonovia’s operational, financial and sustainability-oriented further development.

Independence: The Supervisory Board shall only include members that it considers to be independent. Material conflicts of interest that are not merely of a temporary nature, e.g., arising from functions on executive bodies or advisory roles performed at the company’s major competitors, should be avoided. A Supervisory Board member is, in particular, not to be considered independent if they have personal or business relations with the company, its bodies, a controlling shareholder or a company associated with such a shareholder that may cause a substantial and not merely temporary conflict of interest.

Diversity: When nominating candidates for election, the Supervisory Board should also take diversity into account. In accordance with the German Act on the Equal Participation of Women and Men in Leadership Positions in the Private Sector and the Public Sector (Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen in der Privatwirtschaft und im öffentlichen Dienst), the Supervisory Board should comprise at least 30% women and 30% men. Vonovia intends for the Nomination Committee to continue to have at least one female member. Vonovia’s Supervisory Board should meet both criteria in the current target period leading up to the end of 2026. When assessing potential candidates for reelection or to fill a Supervisory Board position that has become vacant, qualified women are to be included in the selection process and given appropriate consideration when the nominations are made.

Target Achievement: The current composition of the Supervisory Board is consistent with the skills profile and the composition targets set for the Supervisory Board. The members of Vonovia SE’s Supervisory Board more than meet the requirements in terms of their specialist qualifications, professional knowledge and experience. The members of the Supervisory Board as a whole are familiar with the industry and the specific features of the business, and have the relevant functional experience. The requirements regarding diversity (at least 30% women; at least 30% men; at least one woman should be a member of the Nomination Committee) are more than met. With Clara-Christina Streit (chair of Supervisory Boards of German and international companies), Birgit M. Bohle (member of the Management Board of Deutsche Telekom AG), Dr. Daniela Gerd tom Markotten (member of Supervisory Boards of German and international companies), and Dr. Ariane Reinhart (member of Supervisory Boards of German and international companies as well as managing director of AR Transformation Invest GmbH), women make up 40% of the Supervisory Board. Clara-Christina Streit and Dr. Ariane Reinhart are members of the Governance and Nomination Committee.

The current composition ensures that the Supervisory Board covers all of the necessary skills. At the Supervisory Board meetings in 2026, succession planning for 2026 and 2027 will continue based on the company’s strategic objectives, and proposals will be drawn up with external support.

In accordance with Recommendation C.7 (2) GCGC, when assessing the independence of its members from the company and the Management Board, the shareholder representatives should, among other things, consider whether a Supervisory Board member has belonged to the Supervisory Board for more than 12 years. Clara-Christina Streit has been on the Supervisory Board of Vonovia since June 2013, i.e., more than 12 years, meaning that this indicator is met. However, having looked at all circumstances of this specific case, the Supervisory Board still feels that Clara-Christina Streit remains independent from the company and from the Management Board, because she has no personal or business relationship to the company or the Management Board that would constitute a material, and not merely temporary, conflict of interest. The Supervisory Board is basing its opinion on the following reasons:

• Clara-Christina Streit has no other personal or economic relationships to the company, apart from her long-term membership on the board, that would constitute an indicator under Recommendation C.7 GCGC.
• She has been the Chair of the Supervisory Board of Vonovia SE only since 2023; before that she was an ordinary member. Furthermore, she is active in other committees/companies, which ensures her necessary distance from the company and her financial independence from the Supervisory Board remuneration.
• Clara-Christina Streit has always fulfilled her mandate with objectivity, great care and subject matter knowledge; no conflicts of interest have arisen.
• In light of the continuous changes in the composition of the Management Board during her term of office and the recent change in the position of the CEO, it can be ruled out that the performance of her supervisory duties is impaired solely because of her many years of service.

All ten members of the Supervisory Board are therefore considered by the company to be independent within the meaning of C. 6 and C. 7 of the GCGC. Therefore, all committees of the Supervisory Board are composed of independent members. No member of the Supervisory Board was a member of the company’s Management Board or has a personal relationship with a significant competitor of the company as defined by C. 12 of the GCGC. The Chair of the Audit, Risk and Compliance Committee is an expert in the fields of auditing and accounting. The main knowledge, skills and professional experience of the Supervisory Board members are summarized in the table below.

Recruitment of Members of the Management Board

Composition: In accordance with the Articles of Association, the Management Board of Vonovia SE consists of at least two members. The Supervisory Board appoints the Management Board members in accordance with the Articles of Association and the law. The Supervisory Board can appoint a Chair of the Management Board and a Deputy Chair of the Management Board. The decisions made by the Supervisory Board on the composition of the Management Board should be based on a careful analysis of the existing and future challenges facing the company. The Management Board of Vonovia SE should be composed so as to ensure that, as the management body, it can perform the duties set out above reliably and in full. When taken as a whole, it should combine all of the knowledge and experience required to ensure that the Group can pursue its operational and financial objectives in an effective and sustainable manner in the interests of the shareholders and other stakeholders. While membership of the Management Board is not limited to a certain period of time, the contract of employment of a Management Board member ends when the member turns 67 at the latest.

Skills Profile: Newly appointed Management Board members should be able, on the basis of their knowledge, skills and professional experience, to reliably perform the duties assigned to them in a listed residential real estate company that is active on the international capital market. In addition to having good professional and fundamental general qualifications, they should also show integrity, professionalism and commitment.

Independence: The Management Board should perform its management duties in a manner that is free of any conflicts of interest. Functions on executive bodies or advisory roles performed at major competitors of the company should be avoided.

Diversity: When looking for candidates to fill a Management Board position that has become vacant, the Supervisory Board should include qualified women in the selection process and give them appropriate consideration. Gender should be irrelevant when it comes to filling Management Board positions. The Supervisory Board has adopted a target of at least 20% women on the Management Board for the current period, which is set to run until December 31, 2026. For the two levels of management below the Management Board, the target for the proportion of women is 30%, to be achieved by December 31, 2026. 

Target Achievement: The objectives regarding the composition of the Management Board set out above have been met in full. The Management Board has consisted, and still consists after the change in Chair of the Management Board, of one female and four male members who are able to manage the Group appropriately on the basis of their experience and skills. At the end of the reporting year, the first two levels of management below Vonovia’s Management Board comprise 26.7% women, an increase of 0.9 percentage points against the previous year. Achieving the target of 30% women by December 31, 2026 for both management levels will continue to require even more systematic succession planning in order to actively support women and open up more opportunities for them to assume technical management roles against the backdrop of the planned expansion of technical services at Vonovia. In Germany in the reporting year, there are already three programs to promote equality of opportunity for women: the Women’s Network, the Female Leadership Forum and a mentoring program for high-potential female employees. These measures to promote career advancement for women are designed as an ongoing and continuous process, so that each program is developed and used over the long term in line with the prevailing circumstances.

Succession Planning for the Supervisory Board and the Management Board

The Supervisory Board addresses short-term and long-term succession planning for the Management Board and Supervisory Board on an ongoing basis. The Governance and Nomination Committee of the Supervisory Board with a specialized personnel consultancy firm compiled a list of candidates for possible replacement appointments to both committees. The listings of potential candidates will be maintained on an ongoing basis to enable well-founded succession planning. Candidates are selected based on the targets for board composition and the defined skills profile (see above) – possible optimization is taken into account in succession planning. Succession planning results in processes and appointments that bring sustainable improvements in collaboration.

With the support of external consultants, the Governance and Nomination Committee has drawn up a list of possible candidates for the Supervisory Board, taking into account the strategic objectives for the composition of the Supervisory Board based on the updated skills profile and diversity requirements. This committee also prepares the list of candidates for election to the full Supervisory Board to be presented to the Annual General Meeting.

Succession planning for the Management Board is a systematic process that is based on the Group’s strategic objectives and future challenges. A skills profile has been prepared for each executive division of the Management Board. Taking this as a basis, an extensive overview of suitable candidates, split into categories depending on when they are expected to be available, was compiled with external support. These profiles will be used to benchmark current position holders and potential in-house succession options. Two specific examples of successful succession planning in the 2025 fiscal year are the replacement of Rolf Buch as CEO by Luka Mucic, and the appointment of Katja Wünschel as successor to Daniel Riedl as Chief Development Officer, who will step down from the Management Board of Vonovia SE as of May 31, 2026.