Report of the Supervisory Board

Dear readers,

Three central topics dominated the work of the Supervisory Board of Vonovia SE in 2025:

First, we addressed the matter of succession planning for the Management Board and the Supervisory Board. We made important decisions regarding changes to the composition of the Management Board. After 13 years of leading the company successfully, Rolf Buch resigned from his position as CEO with effect from December 31, 2025. He handed over his position as Chair of the Management Board over to Luka Mucic at the beginning of the 2026 fiscal year. Luka is an internationally experienced and well-connected leadership name with extensive financial expertise and in-depth knowledge of the B2C and B2B business. His experience in the use of digital technologies and value creation through strategic partnerships will be very valuable for Vonovia SE’s development going forward. Daniel Riedl will not be extending his contract and will step down as Chief Development Officer on May 31, 2026 by mutual agreement. He will be handing over the reins to Katja Wünschel, who will be appointed to the Management Board effective April 1, 2026, and will take over the CDO executive division on June 1, 2026. Katja Wünschel brings many years of experience in project management and the implementation of large-scale investment projects with her. Her in-depth expertise in the planning and implementation of construction and development projects will provide key support to the further development of new construction at Vonovia, particularly in the area of serial construction. Ruth Werhahn will continue in her role as CHRO for another three years, effective October 1, 2026.

There were also changes within the Supervisory Board: At the Annual General Meeting held on May 28, 2025, Michael Rüdiger and Dr. Marcus Schenck were appointed as Supervisory Board members. Both gentlemen will contribute extensive experience in the financial sector to their work on the board. They succeeded Dr. Ute Geipel-Faber and Hildegard Müller, who provided key impetus to the Supervisory Board over a period spanning many years.

We also looked at the Management Board remuneration system, which we submitted to the 2025 Annual General Meeting for approval. Taking into account Vonovia SE’s corporate strategy, current market practice and feedback from institutional investors and voting right consultants on the 2024 Management Board remuneration system, the focus was on establishing even closer links between Management Board remuneration on the one hand, and Vonovia SE’s corporate strategy and success on the other. This allows us to clearly align the Management Board remuneration system with the Management Board’s performance in line with a systematic pay-for-performance approach. Providing transparent information on the remuneration system was another key concern. The revised remuneration system was approved by a large majority of our shareholders, with around 90% voting in favor. 

Third, we addressed key issues relating to Vonovia SE’s growth strategy. The megatrends relevant to Vonovia SE, i.e., urbanization, demographic change, climate change and technological advances, all have a positive and supportive effect on our business. Nevertheless, our commercial development depends to a considerable degree on economic parameters such as interest rates and inflation. In conjunction with changes in US tariff policy, these parameters were very volatile in 2025. Despite these influences, Vonovia SE’s core business continued to show positive development across all segments. All key performance indicators developed in line with expectations or surpassed them. Customer satisfaction remains consistently high.

After a three-year consolidation phase, Vonovia SE made a return to growth in 2025. The Management Board set itself the objective of significantly increasing the profitability of Vonovia SE. Growth is based on what remains a robust rental business and three pillars that, taken together, are designed to increase the share of non-rental business in the interests of diversification: sustainable strengthening of non-rental business in the areas of development, the trades (VTS), and sales (Recurring Sale), accelerated energy-efficient refurbishment of the company’s housing stock by investing in serial renovation and innovative heating concepts, and new business models designed to open Vonovia SE to business customers in the third-party market. The Supervisory Board supported and advised the Management Board strategically on these issues.

In January 2025, as Chair of the Supervisory Board, I met with institutional investors and voting right consultants to discuss current governance issues facing the Supervisory Board. These talks centered on the work of the Supervisory Board in the reporting year, the composition and skills profile of, and succession planning for, the Supervisory Board, the revision of the Management Board remuneration system, a review of the 2024 Annual General Meeting and an outlook for 2025. Another governance roadshow took place in January 2026. Both investors and voting right consultants emphasized during our discussions that the remuneration system, the tiered system for Supervisory Board terms of office and the skills profile were viewed in a positive light. The talks also focused on the new CEO taking up his position, succession planning within the Supervisory Board, the development of key financial indicators, the portfolio structure and the outlook for the 2026 Annual General Meeting. As Chair of the Supervisory Board, I reported on my dialogue with investors at the meetings of the Supervisory Board and the Governance and Nomination Committee.

An extraordinary general meeting of Vonovia SE was also held on January 24, 2025, approving the control and profit and loss transfer agreement between Vonovia SE and Deutsche Wohnen SE dated December 15, 2024. The creation of this contractual group simplifies decision-making processes, facilitates strategic management and completes the successful integration of Deutsche Wohnen SE into the Group as a whole.

In the 2025 fiscal year, we continuously monitored the Management Board’s management activities in line with our remit, and provided the Management Board with regular advice concerning the running of the company. We were able at all times to establish that their actions were lawful, appropriate and in accordance with regulations. To this end, the Management Board provided us with detailed, timely information during the meetings in accordance with the statutory requirements.

At our plenary meetings and in our committees, we took a detailed look at the reports and proposals submitted by the Management Board. We discussed and tested the plausibility of all business occurrences of significance to the company, as communicated to us by the Management Board in written and verbal reports, in detail. Where required by law or the Articles of Association, we granted our consent to individual business transactions. The Management Board always provided us with the documents we needed to perform our duties in a timely manner and giving us sufficient time for preparation.

We also kept a close eye on the company’s business development outside of meetings. The Management Board regularly informed us about key events and discussed the company’s strategic direction with us as part of a collaboration based on trust. As Chair of the Supervisory Board, I also maintained regular and close dialogue with the Chair of the Management Board in particular, but also with the other Management Board members.

The employee representative bodies were involved in communications on key company matters via the Management Board. The Chair of the Management Board updated me on company-related topics emerging from the Management Board’s discussions with representatives of the Group Works Council, going into the required level of detail. In addition, both Dr. Ariane Reinhart, as Chair of the HR Committee, and I, as Chair of the Supervisory Board, met and held discussions with employee representatives during the reporting year. I/we passed on any important findings to, and discussed them with, the other members of the Supervisory Board promptly.

Attendance of Supervisory Board Members at Meetings in 2025

Out of a total of 36 Supervisory Board meetings (both meetings of the Supervisory Board as a whole and meetings of its committees) in the reporting year, 13 were held as face-to-face meetings, one was a hybrid meeting and 22 were held as conference calls. The virtual format was chosen in particular for meetings convened at short notice. The attendance rate for Supervisory Board and committee meetings came to 98%. Any individual members absent had always been excused.

Specifically, the Supervisory Board members attended the meetings in person/virtually as follows:

Topics Covered by the Supervisory Board at its Plenary Sessions

In the 2025 fiscal year, the Supervisory Board met a total of seven times both for discussions and to pass resolutions. We made decisions using a written circular in five cases.

Regular topics covered at our meetings included market and sector developments, the company’s strategic direction and its business performance. We also engaged with developments on the capital market and issues related to financing. Other topics included process digitalization as well as governance and legal issues.

Specifically, the following topics made up the focal points of the plenary sessions during the reporting period:

On March 4, 2025, we made a decision using a written circular to update the Declaration of Conformity of Vonovia SE pursuant to Section 161 of the German Stock Corporation Act (AktG).

At our ordinary meeting held on March 18, 2025, which was also attended by the auditor, we took a detailed look at the reporting in the 2024 financial statements: after discussing the results, which had previously been reviewed intensively by the Audit, Risk and Compliance Committee, in detail, we adopted the 2024 annual financial statements of Vonovia SE and the combined management report. We approved the 2024 consolidated financial statements together with the combined management report and the 2024 remuneration report, which we submitted to the 2025 Annual General Meeting for approval. We also approved the Supervisory Board report and adopted the amendment to the Supervisory Board’s rules of procedure prepared by the Governance and Nomination Committee. We approved the proposal regarding the resolution on the appropriation of profit to be made to the Annual General Meeting as well as the proposal on the dividend. We approved the proposal to engage PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC) in Frankfurt am Main to perform the same audit activities as in the previous year. On the recommendation of the Governance and Nomination Committee, we passed a resolution to recommend to the Annual General Meeting that Dr. Marcus Schenck be appointed as a member of the Supervisory Board until the end of the 2029 Annual General Meeting. The recommendation made to the Annual General Meeting to elect Michael Rüdiger as a new member of the Supervisory Board had already been approved at the Supervisory Board meeting held on December 9, 2024. On the recommendation of the HR and Remuneration Committee, we adopted the target achievement level for 2024 as part of the variable remuneration for the Management Board and set the target values based on the target categories for 2025 defined in December 2024. We also passed a resolution on presenting the new Management Board remuneration system to the Annual General Meeting.

On April 7, 2025, we used a written circular to approve the agenda for the ordinary Annual General Meeting of Vonovia SE to be held on May 28, 2025, together with the corresponding proposed resolutions. With regard to the implementation of a scrip dividend in 2025 and the non-cash capital increase to be carried out within this context, we transferred our approval powers, and our power to pass resolutions, to the Strategy, Finance and Sustainability Committee.

At the extraordinary meeting held on May 6, 2025, we passed the resolution on our intention to appoint Luka Mucic as the new CEO of Vonovia SE. At the same time, the Supervisory Board approved the Management Board employment contract for Luka Mucic and the cancellation of contract and settlement agreement for Rolf Buch.

At the extraordinary meeting held on May 11, 2025, we discussed and passed a resolution on the further diversification of Vonovia SE’s corporate financing. We authorized the Strategy, Finance and Sustainability Committee to make all necessary decisions in connection with the issue of convertible bonds with a total volume of up to € 1.3 billion.

At the ordinary meeting held on May 27, 2025, we elected Michael Rüdiger to the Audit, Risk and Compliance Committee and Dr. Marcus Schenck to the Strategy, Finance and Sustainability Committee, both subject to their election being approved by the Annual General Meeting. We examined the effectiveness review of the Supervisory Board’s work, the results of which were considered to be very good overall.

On June 28, 2025, we used a written circular to approve a settlement agreement with the plaintiffs in an action for annulment against the resolutions passed by the company’s extraordinary general meeting regarding the conclusion of the control and profit and loss transfer agreement with Deutsche Wohnen SE. From the perspective of Vonovia SE, the key aspects of the agreement include clarifications regarding the dividend rights attached to the new shares to be issued under the control and profit and loss transfer agreement, corresponding publications on the website and rules for setting the dates of the annual general meetings of both companies.

On July 8, 2025, we used a written circular to approve the refinancing of a revolving credit line in the amount of € 3 billion with a term of five years and two extension options of one year each.

At the ordinary meeting held on September 11 and 12, 2025, we took a detailed look at the corporate strategy. We also acknowledged and approved the resignation of CEO Rolf Buch effective December 31, 2025. We then passed a resolution appointing Luka Mucic as CEO of Vonovia SE with effect from January 1, 2026. We also agreed on an initial onboarding period for Luka Mucic based on a fixed-term employment contract during the month of December 2025. Governance topics were also discussed at the meeting. By way of example, we passed a resolution on the new versions of the rules of procedure for the Management Board and Supervisory Board and on their publication on the website. In addition, we discussed the upcoming effectiveness review of the Supervisory Board for 2025 and decided to engage an external consultant to carry out this review.

On October 28, 2025, we used a written circular within the Supervisory Board to approve the issue of a bond in the amount of € 2.0 billion to € 2.5 billion with a term of up to 20 years, its possible structuring as an ESG bond and the partial use of the proceeds to repay liabilities ahead of time (liability management).

At an extraordinary meeting held on December 8, 2025, we passed a resolution reappointing Ruth Werhahn (CHRO) for a further three-year term beginning on October 1, 2026. We approved the agreements reached with Daniel Riedl (CDO – Chief Development Officer), who will be stepping down from the Management Board on May 31, 2026. Furthermore, we appointed Katja Wünschel as a member of the Management Board for a term of three years effective April 1, 2026. She will be assuming responsibility for the CDO executive division as of June 1, 2026.

At the ordinary meeting held on December 10 and 11, 2025, we approved the budget of Vonovia SE for 2026 and acknowledged the Management Board’s medium-term planning. As Chair of the Supervisory Board, I reported on Rolf Buch’s new appointments, which had previously been unanimously approved by the Governance and Nomination Committee. In addition, we worked with external consultants to review the variable remuneration paid to the Management Board and, based on the recommendation of the HR and Remuneration Committee, confirmed the performance criteria for both the Short-term Incentive Plan 2026 and the Long-term Incentive Plan 2026-2029. We also decided not to set a strategic factor in 2026 for the Short-term Incentive Plan 2026. We also addressed the regular review of Supervisory Board remuneration and discussed the results of the effectiveness review. We also discussed, and passed a resolution on, the results of the Supervisory Board’s self-assessment (suitability assessment including expertise matrix) and adopted the 2026 continuing professional development program for the Supervisory Board (see below: Further Training Within the Supervisory Board).

Work Within the Committees

We have established committees within the Supervisory Board in order to perform our duties effectively. The committees prepare subjects that are to be discussed and/or resolved by the Supervisory Board. In addition, they pass further resolutions that we have delegated to them instead of passing them on the Supervisory Board as a whole.

The individual members and responsibilities of the committees for 2025 can be found in the “Corporate Governance” section under “The Company and Its Shares." The following topics, in particular, were addressed at the committee meetings:

Audit, Risk and Compliance Committee

The Audit, Risk and Compliance Committee (also referred to as the “Audit Committee”) had four members in the reporting year. Dr. Florian Funck acted as chair of this committee. Other members of the committee included Vitus Eckert, Dr. Ute Geipel-Faber (until May 28, 2025), Matthias Hünlein and Michael Rüdiger (as of May 28, 2025). Clara-Christina Streit attended the meetings as a permanent guest.

During the reporting year, five regular meetings were held, also attended by the auditor, as well as one extraordinary meeting. The Committee, represented by the Chair, and the auditors also maintained close dialogue in the run-up to the meetings. The Chair reported to the committee on this dialogue. Depending on the topic being address, either individual members of the Management Board or the Management Board as a whole regularly participated in the meetings. The committee members also met among themselves at all meetings.

The Audit, Risk and Compliance Committee addressed the following topics, in particular, in the reporting year.

Accounting and Audits:

• Accounting: Review, discussion and resolution to acknowledge the annual financial statements and consolidated financial statements as of December 31, 2024, including the combined management report and sustainability statement, the remuneration report and the condensed consolidated interim financial statements as of March 31, June 30 and September 30, 2025, including the respective interim statements, in the presence of the auditor and the Management Board; preparation of resolutions for the Supervisory Board regarding the approval and adoption of the financial statements and the appropriation of profit.
• Preparing the resolution for the proposal to be submitted to the Annual General Meeting regarding the selection of the auditor of the financial statements and the auditor for sustainability reporting; engaging PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC) in Frankfurt am Main to audit the single-entity and consolidated financial statements, the sustainability reporting and to review the interim financial reports for the 2025 fiscal year and the first quarter of 2026.
• Definition and approval of the 2025 audit budget; discussion of the audit procedure, discussion of the key audit matters and quality assurance of the audit of the financial statements.

Internal control systems, risk management and compliance:

• Risk management: Regular reports on risk management, including risk-bearing capacity analysis.
• Compliance: Dealing with compliance issues, including compliance reports and the annual compliance report.
• Internal audit and ICS: Regular reporting on internal auditing, including discussion and further development of the internal control system (ICS) and internal auditing; resolution on the approval of the annual internal audit plan for the following year.

Tax-related and legal issues:

• Taxes: Report on the company’s tax position and discussion of other tax-related issues.
• Legal: Dealing with major legal disputes and proceedings involving the company.

Other topics:

• Dealing with the implementation of the Corporate Sustainability Reporting Directive (CSRD) and its impact on the company.
• Dealing with cyber security and information security.
• Dealing with International Financial Reporting Standard 18 (IFRS 18).
• Dealing with external reporting, especially reporting structures.
• Dealing with the QUARTERBACK Immobilien Group and development controlling.

Strategy, Finance and Sustainability Committee

The Strategy, Finance and Sustainability Committee comprised five members in the 2025 fiscal year. It was chaired by Jürgen Fenk. The other members were Birgit Bohle, Dr. Daniela Gerd tom Markotten, Hildegard Müller (until May 28, 2025) Dr. Marcus Schenck (as of May 28, 2025) and Clara-Christina Streit.

Four ordinary and seven extraordinary meetings were held during the reporting year. The committee members met either among themselves, with individual members of the Management Board or with the Management Board as a whole, depending on the topic. The Strategy, Finance and Sustainability Committee addressed the following topics, in particular, in the reporting year.

Financing topics and capital measures:

• Discussion and decisions in connection with the issue of convertible bonds with a total volume of up to € 1.3 billion.
• Discussion of, and passing of a resolution on, the 2025 scrip dividend, including the fundamental and detailed resolution on the partial utilization of the 2022 authorized capital to issue new shares in the context of the scrip dividend.
• Renewal and adjustment of the revolving credit facility and corresponding preparation of the resolution to be passed by the Supervisory Board as a whole.
• Discussion and passing of a resolution to be presented to the Supervisory Board regarding the issue of a EUR bond in the amount of € 2.0 billion to € 2.5 billion with a term of up to 20 years, including its possible structuring as an ESG bond and the partial use of the proceeds to repay liabilities ahead of time (liability management). Discussion of the possible structure of bond issues as ESG bonds.

Budget and strategic planning:

• Dealing with the corporate strategy together with the Management Board and preparing for the Supervisory Board’s strategy meeting.
• Advising on and discussing the budget for 2026 and the medium-term planning with the Management Board and preparing for the Supervisory Board’s budget meeting.

Governance and Nomination Committee

The Governance and Nomination Committee consisted of three members in the past fiscal year. Clara-Christina Streit chaired the committee in her role as Chair of the Supervisory Board. The other members were Vitus Eckert and Dr. Ariane Reinhart.

During the reporting year, the Governance and Nomination Committee held three ordinary meetings, three extraordinary meetings and two workshops. The Governance and Nomination Committee also passed resolutions by written circular in two cases. The committee members met among themselves on a regular basis.

The Governance and Nomination Committee addressed the following topics, in particular, in the reporting year.

Succession planning:

• Preparation of the decision and passing of a resolution on the recommendation to be made to the Supervisory Board regarding the successor for the CEO and the successor for the Chief Development Officer, as well as the reappointment of the Chief Human Resources Officer, involving external HR consultants in the search for candidates.
• Preparation and passing of a resolution on the recommendation regarding the election of shareholder representatives by the Annual General Meeting. The committee decided to recommend to the Supervisory Board that it propose to the Annual General Meeting that Dr. Marcus Schenck be elected as a new member of the Supervisory Board. The recommendation to elect Michael Rüdiger as a new member of the Supervisory Board had already been prepared, and a corresponding resolution passed, at the Supervisory Board meeting held on December 9, 2024. External HR consultants had been involved in the selection processes in all cases.
• Discussion of strategic, medium-term succession planning within the Supervisory Board with the involvement of external HR consultants.
• Discussion and organization of workshops on strategic succession planning for the Management Board and the Supervisory Board.

Governance:

• Preparing the decision and passing the resolution on the recommendation to be made to the Supervisory Board regarding the approval of the Supervisory Board report in the 2024 Annual Report.
• Preparing the decision and passing the resolution on the recommendation to be made to the Supervisory Board regarding the amendment of the rules of procedure for the Management Board and the Supervisory Board.
• Preparing for the performance and review of the suitability assessment, including the skills profile, for the Supervisory Board.
• Preparing the decision and passing the resolution on the recommendation to be made to the Supervisory Board regarding the corporate governance declaration in accordance with Section 289f of the German Commercial Code (HGB) and the Declaration of Conformity in accordance with Section 161 of the German Stock Corporation Act (AktG).
• Preparing the decision and passing the resolution on the recommendation to be made to the Supervisory Board regarding the engagement of a consultant to support the implementation of the effectiveness review.
• Preparing for the performance and analysis of the annual Supervisory Board effectiveness review and developing measures to improve the Supervisory Board’s work.
• Discussing and passing the resolution on the recommendation to be made to the Supervisory Board regarding the 2026 continuing professional development program for the Supervisory Board.
• Regular review of the remuneration paid to the members of the Supervisory Board in accordance with Section 113 (3) of the German Stock Corporation Act (AktG) and preparation of the Supervisory Board’s resolution on the adjustment of Supervisory Board remuneration for submission to the Annual General Meeting on May 21, 2026.
• Preparing the Supervisory Board’s resolution on the introduction of an obligation for Supervisory Board members to purchase shares.
• Information regarding the governance roadshow held by the Chair of the Supervisory Board and discussion of current governance issues.
• Discussing and passing the resolution on Rolf Buch’s assumption of external appointments.

HR and Remuneration Committee

In the fiscal year under review, the HR and Remuneration Committee consisted of four members. Dr. Ariane Reinhart assumed the position of Chair. The other members were Jürgen Fenk, Dr. Florian Funck and Clara-Christina Streit.

Four ordinary and two extraordinary meetings were held during the reporting year. The committee members met among themselves on a regular basis as well as with individual members of the Management Board depending on the topic covered. Remuneration consultants were involved in matters relating to remuneration. The HR and Remuneration Committee addressed the following topics, in particular, in the reporting year.

Management Board remuneration:

• Preparing and passing a resolution on the recommendation to be made to the Supervisory Board and the Annual General Meeting regarding the approval of the 2024 remuneration report.
• Determining the variable Management Board remuneration for 2024 and passing the resolution on the recommendation to be made to the Supervisory Board.
• Determining the performance criteria and targets for Management Board remuneration in 2025 and passing the resolution on the recommendation to be made to the Supervisory Board.
• Revising the plan conditions and preparing the corresponding resolution to be passed by the Supervisory Board.
• Revising the Management Board remuneration system and passing a resolution on the preparation of the regular submission for approval by the 2025 Annual General Meeting.
• Reviewing the appropriateness of the Management Board’s remuneration and passing a resolution on the recommendation to be made to the Supervisory Board to adjust the remuneration paid to the ordinary members of the Management Board and the CEO with retroactive effect from January 1, 2025.
• Dealing with the performance criteria for the Short-term Incentive Plan 2026 and the Long-term Incentive Plan 2026-2029, discussion of the strategic factor in connection with the Short-term Incentive Plan for the 2026 fiscal year and the passing of corresponding resolutions on the recommendation to be made to the Supervisory Board.

HR matters:

• Dealing with the HR strategy, in particular regarding how to attract staff and keep them at Vonovia.
• Dealing with talent identification and succession planning for the Management Board and lower management levels.

Onboarding

New members who have joined the Supervisory Board are instructed on their duties in full during a structured onboarding process. This process includes the provision of information material and documents on the company, including annual reports, analyst presentations, detailed overviews of Supervisory Board meetings, the Articles of Association, the organizational chart and dates of upcoming Supervisory Board meetings and information on legal issues, in particular obligations related to the Supervisory Board mandate. Onboarding also involves familiarizing members with the company’s regional structures, including various Vonovia SE properties and risk management onboarding. Every Management Board member also organizes an individual meeting with the new Supervisory Board members.

Further Training Within the Supervisory Board

In accordance with Recommendation D.11 German Corporate Governance Code (GCGC), Vonovia SE assists the Supervisory Board with a number of training and further education activities. In the 2025 reporting year, there were a total of six further education activities for the members of the Supervisory Board on the following topics: sustainability reporting, regulation and taxonomy; capital market and sector perspective (a total of 2 events); “deep dive” on the interplay among various political levels; the energy transformation; and digitalization, data, AI, and cyber security. There were also two workshops for the Governance and Nomination Committee on the topics of succession planning for the Management Board and succession planning for the Supervisory Board. The training sessions were conducted by internal and external experts. Vonovia SE assumed the full cost of the training.

Supervisory Board Self-Assessment (Effectiveness Review)

For good corporate governance, Vonovia SE believes that one important factor is the regular review of the effectiveness of the Supervisory Board in accordance with Recommendation D.12 GCGC. The effectiveness review is overseen annually by an experienced and certified external consulting company. In the fourth quarter, it was performed as a self-evaluation with the help of a digital questionnaire and covered the topics of Competencies and Composition of the Supervisory Board, Strategic Alignment of the Committee, Assignment of Roles and Responsibilities, Structure and Organization of committee work, conflict resolution skills and the evaluation of the Supervisory Board’s work.

The results of this year's effectiveness review show that the board works effectively both in the group as a whole and in each committee. Further improvements were made compared to previous years in nearly all segments. The valuation results were above the relevant benchmarks in all categories and, overall, in the top 5% of the relevant peer groups. 

The potential for improvement identified was discussed in the Supervisory Board. In particular, it included extending the amount of time for integrating newly appointed Supervisory Board members and even more targeted use of the individual skills of the Supervisory Board members to assist the Management Board. Steps for implementation have already begun.

Corporate Governance

The Management Board and Supervisory Board of Vonovia SE are committed to the principles of good corporate governance. As a result, Supervisory Board once again looked at the German Corporate Governance Code in the reporting year and on March 4, 2025, it passed a resolution to issue the Declaration of Conformity in accordance with Section 161 of the German Stock Corporation Act (AktG), which the Management Board also adopted in the same version on February 27, 2025. Directly related to this topic, the members of the Management Board and the Supervisory Board also reported on corporate governance at Vonovia SE in the Declaration on Corporate Governance. Both declarations will be made permanently available by the company on its website.

The Chair of the Supervisory Board is engaged in dialogue with institutional investors on governance issues as part of regular Governance Roadshows. These were held in January both in the reporting year and in 2026. Suggestions from an investor perspective were registered and implemented as part of the dialogue.

The Supervisory Board, with the involvement of the Governance and Nomination Committee, ensures that its members have the time required to perform their duties and conducts an annual suitability assessment to ensure this. Taking into account the professional obligations and the overall appointment structure of each individual member, the Supervisory Board is convinced that all members can devote the time required to perform their duties properly and with the necessary commitment. This is reflected in regular attendance at meetings, preparation of agenda items and participation in committee work. In the opinion of the Supervisory Board, which also incorporates the views expressed by the Governance and Nomination Committee, there was no reason to suggest that individual members were restricted in performing the duties associated with their appointment due to other commitments. The Supervisory Board and the Governance and Nomination Committee will continue to review the time available to its members at regular intervals and, if necessary, take this into account when appointing members.

Audit of the Annual and Consolidated Financial Statements

After being appointed at the Annual General Meeting on May 28, 2025 to audit financial statements for the 2025 fiscal year, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, has duly audited the annual financial statements and consolidated financial statements of Vonovia SE as of December 31, 2025 and the combined management report for the 2025 fiscal year and has expressed an unqualified opinion thereon. The Non-financial Group Declaration, which is set out in a separate section of the combined management report, was subjected to a separate limited assurance audit conducted by Pricewaterhouse-Coopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, in accordance with ISAE 3000. In accordance with Section 317 (4) of the German Commercial Code (HGB), the audit of the annual financial statements also included the audit of the risk early warning system of Vonovia SE.

The auditor had affirmed its independence to the Chair of the Audit, Risk and Compliance Committee and duly declared that no circumstances exist that could give grounds for assuming a lack of impartiality on its part. The audit assignment was awarded to PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, by the Chair of the Audit Committee in line with the Committee’s resolution and the choice of auditor made by the shareholders at the Annual General Meeting.

The annual financial statements were prepared by the Management Board in accordance with the German commercial law and stock corporation law provisions, including the generally accepted accounting practice. The consolidated financial statements were prepared by the Management Board in accordance with the International Financial Reporting Standards (IFRS), as applied in the European Union, as well as the supplementary provisions applicable pursuant to Section 315e (1) HGB.

For the annual financial statements and the consolidated financial statements, Vonovia SE prepared a combined management report based on the requirements set out in Sections 315, 298 (2) HGB. Every member of the Supervisory Board received copies of the annual financial statements, the consolidated financial statements, the combined management report and the auditor’s report in good time. On the basis of the preliminary examination and assessment by the Audit, Risk and Compliance Committee, about which the Audit, Risk and Compliance Committee Chair reported to the Supervisory Board, the Supervisory Board has scrutinized in detail the annual financial statements, consolidated financial statements and combined management report of Vonovia SE for the 2025 fiscal year and also considered the Management Board’s proposal for the appropriation of profit. With regard to the Non-financial Declaration to be published, the Supervisory Board complied with its review obligation.

At the meetings of the Audit Committee held on March 9, 2026, and March 18, 2026, and at the Supervisory Board meeting on March 18, 2026, the auditors reported on their findings, including the strategic audit objectives and key audit matters. The strategic audit objectives and the key audit matters set out in the auditor’s report had been defined by the auditor within the context of his independent mandate in the second half of 2025, and had already been discussed and agreed upon with the Audit Committee in advance.

In the 2025 fiscal year, with regard to the consolidated financial statements, particularly key audit matters included the valuation of investment properties, the value of goodwill and the valuation of properties in development and construction. One focal point of the audit of the individual financial statements was the valuation of shares in affiliated companies.

The auditors gave detailed answers to our questions. After an in-depth review of all documentation, we found no grounds for objection. As a result, we concurred with the auditors’ findings. On March 18, 2026, we followed the Audit Committee’s recommendation and approved the annual financial statements and consolidated financial statements of Vonovia SE, as well as the combined management report. The annual financial statements are thus duly adopted.

Remuneration Report

The Management Board and Supervisory Board prepared a report on the remuneration granted and owed to the members of the Management Board and the Supervisory Board in the 2025 fiscal year. The remuneration report was reviewed by the auditor to check that it included the disclosures required by law under Section 162 (1) and (2) AktG. As well as checking the statutory requirements, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, also audited the content of the report. The remuneration report, including PwC’s audit report, was published on the company’s website.

Dividend

The Supervisory Board considered the Management Board’s proposal for the appropriation of profit. It gave particular consideration to the liquidity of the company/the Group, tax-related aspects and financial and investment planning. Following the audit, we agree with the proposal for the appropriation of profit set out by the Management Board, namely the proposal that, from the profit for the 2025 fiscal year, a dividend of € 1.25 per share or € 1,060,270,481.25 in total on the shares of the share capital as of December 31, 2025 be paid to the shareholders and the remaining amount 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 that go beyond the number of shares as of December 31, 2025.

Personnel

The Supervisory Board consisted of ten members in the 2025 fiscal year. The following changes were made to its composition during the year:

On May 28, 2025, Michael Rüdiger and Dr. Marcus Schenck were appointed as new Supervisory Board members, until the end of the 2029 Annual General Meeting to begin with. We would like to extend a warm welcome to the new members of the Supervisory Board.

The terms of office of Dr. Ute Geipel-Faber and Hildegard Müller ended as scheduled at the end of the Annual General Meeting on May 28, 2025. We would like to thank Dr. Ute Geipel-Faber and Hildegard Müller for their long-standing commitment and constructive cooperation in the spirit of trust.

The Management Board comprised five members in the 2025 fiscal year. The following changes/decisions were made in the course of the year:

Rolf Buch resigned as CEO and member of the Management Board by mutual agreement with effect from December 31, 2025. On behalf of the Supervisory Board, I would like to thank Rolf Buch for his extraordinary service to Vonovia SE. Since taking office in 2013, Rolf Buch has transformed the company into a high-performance service provider and led it to the top of Europe’s residential real estate companies through steady portfolio growth.

With effect from January 1, 2026, the Supervisory Board appointed Luka Mucic to the Management Board for a period of three years. At the beginning of the year, he took over as CEO, assuming Rolf Buch’s responsibilities. The Supervisory Board would like to wish him every success in his work going forward. We will provide him with constructive support as part of our mandate.

The Supervisory Board appointed Katja Wünschel to the Management Board with effect from April 1, 2026. She will be assuming responsibility for Daniel Riedl’s CDO executive division as of June 1, 2026. Daniel Riedl will be stepping down from the Management Board on May 31, 2026 by mutual agreement. We would like to take this opportunity to thank Daniel Riedl for successfully establishing and expanding the development business over the past few years. We wish Katja Wünschel every success as she continues with this work.

At the same time, we made the decision to reappoint Ruth Werhahn as Chief Human Resources Officer. Ruth Werhahn will continue in her role as CHRO for another three years, effective October 1, 2026. We are looking forward to continuing to work with her.

Conflict of Interest

In the reporting year, there were no conflicts of interest involving Supervisory Board members, which are to be reported immediately to the Supervisory Board. There was no need to discuss or make decisions on legal matters, in particular lending transactions with members of executive bodies or individuals related to them.

Concluding Remarks

On behalf of the Supervisory Board, I would like to thank the Management Board for successfully managing the company last year. We would like to thank the company’s employees for their considerable commitment and for being there for our customers and partners. We would like to thank the employee representative bodies for another year of constructive collaboration.

Bochum, March 18, 2026

On behalf of the Supervisory Board

Clara-Christina Streit