3 Business Combinations

Acquisition of QUARTERBACK New Energy Holding GmbH

On May 12, 2026, LEB Beteiligung QB GmbH made a binding offer to Vonovia regarding the acquisition of an additional 40.00% of the shares in QUARTERBACK New Energy Holding GmbH, Leipzig.  The purchase price of € 1.00 for the entire transaction was settled in cash.

On June 9, 2026, the German Federal Cartel Office granted antitrust approval for the proposed merger. Vonovia accepted the offer to acquire the shares in QUARTERBACK New Energy Holding GmbH on June 30, 2026, within the irrevocable commitment period. As a result, Vonovia holds 80.00% of the shares in QUARTERBACK New Energy Holding GmbH via its subsidiary Larry II Targetco (Berlin) GmbH, which has its registered office in Berlin, as of June 30, 2026. 

Vonovia acquired control over QUARTERBACK New Energy Holding GmbH when antitrust approval was granted on June 9, 2026. Consequently, the acquisition date within the meaning of IFRS 3 is June 9, 2026.

Vonovia already held 40.00% of the shares in QUARTERBACK New Energy Holding GmbH via its subsidiary Larry II Targetco (Berlin) GmbH, which has its registered office in Berlin, prior to the merger. This transaction is an acquisition in the form of a business combination achieved in stages in accordance with IFRS 3. The carrying amount of the investment in QUARTERBACK New Energy Holding GmbH, which is accounted for using the equity method, was € 0.0 million at the time of the merger. The provisional fair-value measurement of the equity interests already held prior to the merger confirmed the carrying amount and, as a result, did not trigger any value adjustment recognized in income.

The company had unrecognized losses at the time the equity method was discontinued. These came to € 5.0 million in the first half of 2026. The cumulative amount of losses not recognized up until the acquisition of control comes to € 13.1 million as of June 30, 2026.

As of June 9, 2026, the QUARTERBACK New Energy Group comprised 63 fully consolidated companies. QUARTERBACK New Energy Holding GmbH also held a stake in an associate. The company’s business activities include the planning, construction and operation of renewable energy facilities, as well as the provision of related services. The acquisition will allow Vonovia to strengthen its activities in the field of alternative energy solutions.

The provisional allocation of the purchase price to the acquired assets and liabilities (purchase price allocation) of the QUARTERBACK New Energy Group as of the date of initial consolidation is based on the QUARTERBACK New Energy Group’s financial statements as of May 31, 2026. The allocation of the purchase price to the acquired assets and liabilities, as well as allocation to one or more cash-generating units, has not yet been finalized, as the acquisition of the QUARTERBACK New Energy Group is only recent. The provisional goodwill represents the expected economic potential of the acquired project pipeline as well as synergies resulting from the consolidation of alternative energy activities.

The assets and liabilities assumed in the course of the business combination had the following preliminary fair values as of the date of first-time consolidation:

Prior to the merger, there was a loan receivable with a nominal amount of € 90.0 million from QUARTERBACK New Energy Holding GmbH, and an impairment loss, recognized on a cumulative basis as of the acquisition date, of € 45.0 million. The impaired receivable is measured at its fair value. This reduced the consideration by € 45.0 million. Unrecognized interest on the loan also has to be taken into account, which reduced the consideration by an additional € 11.5 million. The calculation of the amount of the consideration is also still provisional.

The non-controlling interests are included based on the share of the assets and liabilities of the QUARTERBACK New Energy Group that have been recognized on a provisional basis.

If Vonovia had already completed the acquisition of the QUARTERBACK New Energy Group on January 1, 2026, and if these business activities had been included in the consolidated financial statements since that date, they would have contributed € 5.6 million to revenue and € -12.7 million to profit for the period in the reporting period from January 1 through June 30, 2026. In actual fact, the business had contributed € 0.0 million to revenue and € 0.0 million to profit for the period in the course of the year so far.

Out of the trade receivables that were acquired, none are likely to have been uncollectible at the time of acquisition. The gross amount of the acquired trade receivables was € 13.5 million. The net carrying amount, which corresponds to the fair value, was € 13.5 million.

In the 2026 fiscal year, transaction costs related to the acquisition of the QUARTERBACK New Energy Group in the amount of € 0.2 million were recognized affecting net income.