Company presentation February 2020 Agenda I ADO / Adler - - PowerPoint PPT Presentation

February 2020

Company presentation

Consus Real Estate AG

Agenda

2

II II

Development business overview Development business overview 7

III III

Q3 19 Financial Update Q3 19 Financial Update 21 21

I

ADO / Adler transaction with Consus ADO / Adler transaction with Consus 3

IV IV

Appendix Appendix 28 28

Titel

Consus Real Estate AG

ÜBerlin condominium project in Berlin with a GDV of €210m

• I. ADO / Adler transaction

Consus Real Estate AG

• I. ADO / Adler transaction with Consus

4 ADO + ADLER Consus Call option for acquisition of an additional 51% stake in Consus from majority shareholder Aggregate Holdings ■ Exchange ratio of 0.2390 ADO shares per Consus share ■ ADO may exercise option in next 18 months ■ Aggregate Holdings holds a put option which can be exercised in the event of a change of control at ADO Acquisition of 22% stake in Consus in cash ■ Planning to acquire 22% in total from Consus minorities ■ Strategic cooperation agreement with Consus, providing the right to ADO to allow it to match any offer from a third party on residential development projects worked on together Consus ADO

Aggregate Holdings Others ~25% 51% 24%

■ ADO has committed to a voluntary takeover offer for minorities on the same financial terms as the call option 1 2

Consus Real Estate AG

• I. ADO / Adler strategic rationale for transactions

5 Transformational transaction creating a roadmap to Top-3 listed residential real estate company in Germany, with enhanced liquidity and likely MDAX candidate in the near-term I Balanced portfolios with exposure to strong locations and new cities, diversifying outside of Berlin and across Germany III €180-210m of operating and financial synergies largely due to reduced refinancing costs (drill-down on next page) Access to a highly experienced development platform securing value-creating growth path for future NAV accretion IV II V Ultimate combination delivers significantly increased scale and profitability, potential for future growth and investment grade profile Ultimate combination delivers significantly increased scale and profitability, potential for future growth and investment grade profile Build-to-hold strategy to deliver +15k new units of housing in Top-9 cities, where the ongoing housing shortage is perceived to be strongest

Consus Real Estate AG

• I. ADO announced target synergies

6

Financing synergies Operating synergies Total synergies

Unsecured bonds - €2.0bn €5m - €10m Medium term Bank loan - €1.6bn €4m - €8m ADO Group bonds - €0.3bn €1m - €1m Total financing synergies €10m - €19m

Total synergies €25m - €39m

€180m - €210m p.a. pre-tax FFO improvements through run-rate synergies €180m - €210m p.a. pre-tax FFO improvements through run-rate synergies

Mezzanine debt >10% - €0.6bn €83m - €85m 2020 Senior/Junior debt >5-10% - €0.4bn €15m - €17m 2020 Senior/Junior debt >3.5-5% - €0.5bn €5m - €8m 2020 Unsecured bond - €0.5bn €38m - €40m 2021 Other bank debt - €0.2bn €1m - €3m Medium term Total financing synergies €142m - €153m

Total synergies €155m - €171m

Upon acquiring control of Consus

■ Scale and efficiency driving reduction in opex ■ Savings from duplicate public company functions, IT, audit and other professionals service fees ■ Platform savings

€15m - €20m 12-24 months

■ Reduction in marketing expenses in relation to build to sell business ■ Platform savings ■ IT, audit, professional service and other general administrative savings

€13m - €18m 12-24 months

Titel

Consus Real Estate AG

VAI Campus in Stuttgart with a GDV of €1,127m the largest development project of Consus

• II. Development business overview

Consus Real Estate AG

• II. Consus - the leading real estate developer in Germany

8

Consus continues to acquire attractive development projects…

Key financials + KPIs

~20%

Targeted Medium-term Adjusted EBITDA margin

~20%

Targeted Medium-term Adjusted EBITDA margin

€ 3.39 billion

Market GAV(5)

€ 3.39 billion

Market GAV(5)

€ 10.3 billion GDV(1)

development portfolio across

67 projects

€ 10.3 billion GDV(1)

development portfolio across

67 projects € 2.8 billion

GDV in forward sales volume contracted + LOI(2)

€ 2.8 billion

GDV in forward sales volume contracted + LOI(2)

3.0x

Targeted Medium-term Net Debt / Adjusted EBITDA

3.0x

Targeted Medium-term Net Debt / Adjusted EBITDA

€ 450 million

Targeted Adjusted EBITDA(4) 2020

€ 450 million

Targeted Adjusted EBITDA(4) 2020

Breakdown of the development portfolio by city (3)

Dusseldorf 10% Leipzig 5% Stuttgart 21% Cologne 11% Hamburg 19% Munich 5% Dresden 3%

67 projects in total(6)

Frankfurt 13% Berlin 13%

(1) As of September 30, 2019, including acquisition signed but not yet closed. On a 100% basis; (2) Incl. Forward sales in negotiation and LOI signed of €820m and pre-sold condominiums of €210m; (3) Including yielding assets, which will be sold over time; (4) EBITDA pre Purchase Price Allocation (PPA) and pre one-off costs; (5) Based on Market GAV of the Consus property assets on 100% basis as estimated by management as of September 30 2019 (6) Dortmund is included in Düsseldorf, Erfurt is included in Leipzig; Böblingen, Karlsruhe and Mannheim are included in Stuttgart, Bayreuth and Passau are included in Munich, Offenbach is included in Frankfurt am Main (7) EBITDA adjusted for Purchase Price Allocation (“pre-PPA”) and one-off expenses

4.6 10.3 0.7 0.9 3.5

• 0.9

1.4

1 2 3 4 5 6 7 8 9 10 GDV as of Dec 2017 Organic acquisitions H1 2018 Organic acquisitions H2 2018 SSN acquisition Closing upfront sale Q3 New acquisitions YTD GDV

• € billion

(1)

• The leading German residential developer, with focus on top 9 German cities
• Strong market share in undersupplied German residential real estate market with

focus on affordability

• Forward sale-oriented business model de-risks development, financing and exit
• Fully integrated real estate platform covering the entire value chain
• Headquartered in Berlin with approximately 895 employees currently focused on

construction and sales

• Pro-forma Q3 2019 LTM Adjusted EBITDA(7) of € 438 million

Unique business model

Consus Real Estate AG

• II. Consus investment highlights

9

Exposure to Germany’s favorable macro conditions in highly attractive locations

• above 80% in city center

locations

Exposure to Germany’s favorable macro conditions in highly attractive locations

• above 80% in city center

locations

1.

Unique and flexible forward sales business model

• allows for single sales of large

volume mixed-use projects

Unique and flexible forward sales business model

• allows for single sales of large

volume mixed-use projects

5.

Attractive development portfolio

• Successful upfront sales

highlight existing value

Attractive development portfolio

• Successful upfront sales

highlight existing value

2.

Solid cash flow generation model and performance visibility

• Forward sale model allows early

stage repayment of investment

Solid cash flow generation model and performance visibility

• Forward sale model allows early

stage repayment of investment

6.

Strong operational capabilities and track record

• Ability to develop complex

mixed-use sites

Strong operational capabilities and track record

• Ability to develop complex

mixed-use sites

4.

Largest German real estate developer

• Scale provides competitive

advantage

Largest German real estate developer

• Scale provides competitive

advantage

3.

Consus Real Estate AG

• II. Q3 2019 Portfolio Highlights – Consus delivering on its strategy

 Continued portfolio growth: GDV(1) increases from € 10.0 billion to € 10.3 billion, with further project acquisitions in progress  Market Gross Asset Value of € 3.39 billion as at 30 September (H1 2019: € 3.28 billion)  Forward Sales volume at € 2.8 billion (H1 2019: € 2.8 billion) with three new Forward sale LOIs signed post September 30, 2019 bringing the total of both forward sales signed and LOI’s signed to €419 million for the year to date.  Six projects, with a total GDV of c. € 650 million, currently in negotiation for a forward sale  Successful closure in July of upfront sale in Leipzig, with c. € 160 million of net debt repaid and significant profit – Further upfront sale expected to sign in Q1 2020  Berlin (13% of portfolio) market update: no material impact expected on Consus business model due to focus on new built residential

Portfolio Highlights and recent developments 10

Outlook confirmed

 Target €450 million Adjusted EBITDA in 2020  Target Net Debt / Adjusted EBITDA of c.3x in the medium term  Target Adjusted EBITDA margin of 20%

(1) As of September 30, 2019, Includes one projects signed but not yet closed. On a 100% basis

Consus Real Estate AG

9.8 8 7.5 7.1 6.3 5.8 5.6 5.4 5 4.3 3.7

UK France Poland Hungary Italy Netherlands Austria Spain Germany Denmark Belgium

• II. Exposure to Germany’s favourable macro conditions

Excellent business opportunity for residential developers

11

„We want to build 1.5 million new apartments and homes in the next 4 years. This is absolutely necessary“

Source: German Chancellor Angela Merkel, Die Bundesregierung, May 26, 2018

(1) Based on estimated average price of €325k per unit

German Chancellor Angela Merkel

Demand of 3.2m units with c. € 1 trillion GDV(1) until 2030

(1)

Rent affordability remains healthy

New unit (70 sqm) price as a multiple of gross annual salary

Source: Deloitte Property Index 2018, Morgan Stanley Research

• 8.0%
• 6.0%
• 4.0%
• 2.0%

0.0% 2.0% 4.0% 6.0% 70 80 90 100 110 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 2017 Rental-price index GDP growth Source: Destatis, EIU

Strong and consistent rental price growth

No decline in rental prices in

• ver 20 years across the

economic cycle 2018 Source: Institut der deutschen Wirtschaft, July 2019

Demand of 3.2m new apartments until 2030

Consus Real Estate AG

• II. Attractive housing sector fundamentals

12

82.8 67.9 65.3 46.8 18.3 42.2 30.2 28.4 19.0 11.0 Germany UK France Spain EU Forecast of total population per country in 2020 (mm) Forecast of total households per country in 2020 (mm) Source: EIU, BMI Research 77% 83% 80% 80% 73% 80% 87% 85% 85% 78% Germany UK France Spain EU Source: United Nations 2015 2035

Urban population in % of total (%) +3% +4% +5% +5% +5%

By far largest population and number of households Increased urbanisation / low home ownership

51.5% 65.1% 65.1% 76.3% 69.3% x.x% Home ownership in % of total

(1) (1)

(1) Based 28 EU member countries

30.8 32.3 33.1 33.8 9.9 9.9 9.5 9.1 40.8 42.2 42.6 42.9

2015A 2020E 2025E 2030E

3 and more-person households #Total

Average household size

2.00 1.97 1.95 1.93

Favourable household development in Germany (m)

2.00 1.97 1.95 1.93 Source: Destatis

Strong disposable income growth and low financing cost

Source: ECB, EUI, 2014-2020 CAGR

104.0 107.5 100.9 99.9 103.8 113.6 118.4 106.3 109.6 113.1 124.6 129.5 115.4 120.7 125.0

Germany UK France Spain EU

2014 2017 2020

Index 100(2)

2019 government bond yield (%) +3.2%

0.7

+2.3%

0.1 +3.1% (0.2)

+3.1%

0.7

+3.2%

0.8

0.1 (0.2) 0.8

Consus Real Estate AG

• II. Attractive development portfolio

13

Strong footprint in Germany’s top economic regions

Consus has a flexible portfolio extending until 2026 under the current business plan Consus has a flexible portfolio extending until 2026 under the current business plan

(1) As of September 30, 2019, including one acquisition signed, but not closed. On a 100% basis; (2) Adjusted for dilution from Leipzig 416 upfront sale Note: Dortmund is included in Düsseldorf, Erfurt is included in Leipzig; Böblingen, Karlsruhe and Mannheim are included in Stuttgart, Bayreuth and Passau are included in Munich, Offenbach is included in Frankfurt am Main

Leipzig/Erfurt

GDV in €m: 531 Area in k m²: 321

• Avg. Sales Price:

3.139 (2) % of total GDV: 5% Projects: 16

Cologne

GDV in €m: 1,081 Area in k m²: 240

• Avg. Sales Price:

4.500 % of total GDV: 11% Projects: 7

Frankfurt/Offenbach

GDV in €m: 1,365 Area in k m²: 182

• Avg. Sales Price:

7.493 % of total GDV: 13% Projects: 7

Hamburg

GDV in €m: 1,960 Area in k m²: 359

• Avg. Sales Price:

5.464 % of total GDV: 19% Projects: 6

Berlin

GDV in €m: 1,355 Area in k m²: 207

• Avg. Sales Price:

6.534 % of total GDV: 13% Projects: 9

Dresden

GDV in €m: 345 Area in k m²: 72

• Avg. Sales Price:

4.815 % of total GDV: 3% Projects: 5

Duesseldorf

GDV in €m: 1002 Area in k m²: 218

• Avg. Sales Price:

4.590 % of total GDV: 10% Projects: 5

Stuttgart/Karlsruhe

GDV in €m: 2,139 Area in k m²: 545

• Avg. Sales Price:

3.923 % of total GDV: 21% Projects: 9

Berlin Leipzig Dresden Frankfurt Dusseldorf Cologne Hamburg Stuttgart Munich

21%

Munich

GDV in €m: 483 Area in k m²: 67

• Avg. Sales Price:

7.233 % of total GDV: 5% Projects: 3

5% 11% 10% 13% 19% 13% 5% 3%

 Main focus on residential and “quartier” developments  Approach to develop large projects in phases  All “quartier” developments include commercial properties

67 projects with GDV of € 10.3 billion(1)and thereof 33% under construction

Consus Real Estate AG

• II. Top 20 development projects

Balanced distribution of properties to be developed in the short and medium term

14

# Project name City Status GDV in k€ % of total GDV Net floor area in sqm Construction period % Residential % Commercial

1 VAI Campus Stuttgart 1,127,400 € 11% 185,415 2021 - 2026 65% 35% 2 Holsten Quartiere Hamburg 883,787 € 9% 133,517 2021 - 2026 66% 34% 3 Benrather Gärten Duesseldorf 661,786 € 6% 158,989 2025 - 2029 52% 11% 4 The Wilhelm Berlin 439,530 € 4% 15,912 2019 - 2023 95% 5% 5 Quartier C Karlsruhe 370,649 € 4% 111,249 2021 - 2026 64% 29% 6 2stay Frankfurt 359,311 € 4% 27,600 2021 - 2023 0% 100% 7 Neuländer Quarree Hamburg 356,917 € 3% 81,315 2020 - 2024 37% 29% 8 Cologneo II Cologne 350,779 € 3% 71,583 2022 - 2025 64% 36% 9 Covent Garden Munich 313,005 € 3% 29,273 2021 - 2023 92% 8% 10 Ostend Frankfurt 300,790 € 3% 42,700 2023 - 2025 66% 34% 11 Otto Quartier Stuttgart area 275,195 € 3% 73,360 2021 - 2025 25% 71% 12 Cologneo I Part 1 Cologne Forward sold 241,415 € 2% 54,321 2017 - 2022 62% 36% 13 Billwerder Neuer Deich Hamburg 231,457 € 2% 44,475 2021 - 2024 67% 33% 14 Forum Pankow Berlin Forward sale in neg. 219,124 € 2% 36,205 2020 - 2025 59% 22% 15 New Yorker Hamburg 219,066 € 2% 45,374 2021 - 2024 85% 15% 16 New Frankfurt Towers VauVau Frankfurt Forward sold 218,102 € 2% 37,745 2017 - 2021 84% 6% 17 Steglitzer Kreisel Tower Berlin Condominium sales 209,631 € 2% 27,284 2017 - 2021 88% 12% 18 Westend Ensemble - Upper West Frankfurt Condominium sales 207,601 € 2% 19,843 2020 - 2022 75% 20% 19 UpperNord Tower VauVau Duesseldorf Forward sold 175,000 € 2% 25,066 2019 - 2022 96% 4% 20 Bundesallee Project Berlin Forward sold 164,437 € 2% 28,668 2016 - 2020 25% 75%

Significant portion of Top 20 projects are forward sold and under construction

Please note: Figures as of Sep 30, 2019

Consus Real Estate AG

• II. Overview of total Forward sales/LOI year-to-date

15

Forward Sales Signed » Letter of intent in negotiation with institutional purchasers » Expected to be converted to signed letter of intent within 3-6 months and in signed forward sale agreements within 6-12 months » Reduction of number of projects reflects LOIs being signed » Existing development projects being prepared for negotiations to start » Signed letter of intent with institutional purchasers, expected to be converted into signed forward sale agreements within 3-6 months » LOIs signed for projects in Hamburg and Passau (part of development) » Signed binding agreements between Consus and institutional purchasers » Q4 forward sale in Leipzig with GDV of €51m » Reduction of one due to hand-over of projects » Condominiums sold to retail purchasers rather than institutional purchasers » Sales started successfully on the “Auers” condominium project in Passau Letter of intent signed Forward sale in negotiation Condo Sales Started

Projects sold to institutional purchasers Units sold to retail The forward sales and condominium business models allow for strong cash flow visibility, while minimising development risk

~€650m GDV 169m GDV ~€1,770m GDV ~€210m GDV

€2.8 billion GDV forward sold or under LOI allows for strong visibility on future performance

6 projects 3 projects 18 projects 7 projects

30/09/2019

~ €2.8 billion

2 projects with GDV of € 106m handed-over to institutional purchasers in 2019 ∆ -3 ∆ +2 ∆ -1 ∆ +1

Consus Real Estate AG

» Residential quartier development in an old brewery location with close proximity to one

• f Germany´s most important high-speed train terminals

» Development of a new city quartier in Bergisch Gladbach. Planning comprises 7 residential complexes, a nursing home and boarding house, assisted living, a Kindergarten, a district center and a parking garage with about 450 parking spaces.

• II. New development project acquisitions

City / Project KPIs Pictures

GDV €148m Completion 2024 Asset type Mixed-use Area (k sqm) 31 Cologne area, Bergisch Gladbach Wachendorff Quartier GDV €82m Completion 2023 Asset type Residential Area (k sqm) 17 Erfurt, Braugold Quartier » Large quartier development in Duesseldorf-South on a 148k sqm plot of land with excellent connections to the city center, airport and surrounding area. GDV €661m Completion tbd Asset type Mixed-use Area (k sqm) 124 Duesseldorf, Benrather Gärten

16

Delivery Construction Development / Forward sale

Total GDV: € 1.2 billion

Acquisitions agreed YTDdemonstrate ongoing ability to source attractive projects

Acquisition

Acquisitions continually being evaluated to replace projects sold/developed

» Development of a mixed-use "Zero Energy District" with a combination of flexible forms

• f living and work, primarily focused on creativity, technology, production, crafts, trade

and culture. GDV €275m Completion 2023-2025 Asset type Mixed-use Area (k sqm) 70 Stuttgart Area, Otto Quartier

Signed: Q2 | Closed: Q3 Signed: Q2 | Closed: Q3 Signed: Q2 | Closed: Q3 Signed: Q3 | Not closed

Two further acquisitions signed in Q4 19, with potential GDV of c. € 1 billion

Consus Real Estate AG

• II. Unique and flexible business model

Core business model consists of forward sales to institutional purchasers

17

Consus acquires land plots and lays

• ut overall project structure

Finalize the project and obtain building permits for residential developments with commercial potential Prior to starting construction, projects are forward-sold to institutional purchasers Construction begins after completion

• f the forward-sale and is paid on the

basis of pre-agreed milestones over the construction period

 Forward sales model targeting a cash flow positive profile as soon as the first payment is received  Flexibility to optimise development pipeline based on local demand  Reduced requirement for capital due to early capital recycling  Minimize “lock-in” period of equity investment given forward sale business model

78% with forward sales approach

Business model focused on Forward Sales – existing project portfolio enables dynamic portfolio management

Buy

Plots

Plan

Project

Sell

Forward

Build

& Deliver

(1) As of September 30, 2019, including one acquisition signed, but not yet closed.. On a 100% basis;

Development portfolio Post building permit, construction phase takes ~24-36months Approach for condominium sales is similar under Germany´s highly regulated sales structure. Most significant difference is sales of apartments over time, versus 100% upfront, and financing structure

GDV: €9.6bn(2)

GDV: €10.3

Consus Real Estate AG

• II. Solid cash flow generation model and performance visibility

Consus developments target to become cash flow positive prior to construction start

(1) Delivery includes finalization of construction and tenancy

18

Delivery Construction Development / Forward sale Acquisition

30% 60% 10% 20% 5% 54% 1%

• 20%

5% 11% 20%

Land Acquisition Development / Forward Sale Construction Delivery Project Cash Collection Project Cash Costs Cumulated Project Cash Flow Margin

Cash flow positive as construction starts Cash flow positive as construction starts

 First cash inflow as forward sale is entered into  Target to become cash flow positive prior to construction start

Balanced payments profile Balanced payments profile

 90% of the cash inflows are received during the construction phase including payment for the land  Small remaining payment at delivery

Limited working capital consumption Limited working capital consumption

 Regular payments from buyers to cover construction costs  Minimal working capital needs throughout the life of the project

High profitability High profitability

 Targeted Adjusted EBITDA margin of 20% at delivery, with upside potential based on

• utperforming occupancy and rent levels

achieved, and downside floor

Illustrative forward sales business model cash flow profile

Project cash flow breakeven

(1)

Consus Real Estate AG

• II. Competitive advantage through digitalisation

19 Full digitalization (BIM) is expected to be implemented by the end of 2020 within all new projects, 18 development projects are already using BIM

(1) Based on management internal estimates

Monthly reporting through BIM- Management by DIPLAN as BIM Score Ability to pre-fabricate wall and ceiling units for ~1,950 residential units per year(1) Savings potential up to 30% due to integrated planning and prefab- based construction process

Digital-oriented construction process with potential to drive substantial cost and time savings

Digital planning and construction platform » Digitalized offering includes all components underneath by the Proptech company DIPLAN » DIPLANNER (Design tool for conceptual studies using AI technology) » Flexhouse (Building system using „apartment design templates“ for cost-efficient planning and construction) » Supply chain management with configurator and procurement platform Introduction of new building standards » Building Information Modelling (BIM): 6 dimensional approach to construction processes » 2D = Architectural planning; 3D = architectural modelling/ attribution; 4D = Time; 5D = Cost; 6D = Lifecycle » Reduced procurement costs via direct supply chain management Pre-fabrication

• perations with

partner » Setting up a highly automated pre-fabrication plant in Erfurt in partnership with EMC European Modular Constructions GmbH » Plant will be one of Europe’s largest for prefabricated concrete building elements » Targeted to start pilot production at the end of 2020 Save up to 6 months in the development timeline(1)

II III I

Titel

Consus Real Estate AG

Cologneo I Corpus in Cologne forward sold to institutional investor with a GDV of €241m

• III. Q3 19 Financial Update

Consus Real Estate AG

• III. Q3 2019 Highlights – Consus delivering on its strategy

 Total revenue of € 525.0 million (Q3 2018 : € 170.6 million), overall performance of € 608.6 million (Q3 2018 : € 327.5 million) – Growth of 209%  Adjusted EBITDA of € 285.2 million (Q3 2018 : € 93.4 million) reflecting upfront sale of Leipzig plus income from property development – Adjusted EBITDA margin of 54%  Pro Forma Adjusted LTM EBITDA (“PF LTM EBITDA”) of € 438 million (FY 2018: € 246 million) – Reflecting income from property development, plus Leipzig upfront sale and benefit of upfront sale in Q4 2018  Pro Forma LTM Adjusted Net Income of € 127 million, and reported Net Income of € 29 million, reflecting increasing profitability as business grows Financial Highlights – continued growth trajectory 21 Continued strong growth in the business

Consus Real Estate AG

• III. Q3 2019 Highlights – Consus delivering on its strategy

22 Financial Highlights – deleveraging in progress

 Significant reduction in leverage : Net debt / PF LTM EBITDA reduced to 5.7x (Q2 2019: 7.8x) – Reflects strong upfront sales and strength of portfolio – Includes benefit of Q3 2019 and Q4 2018 upfront sales  Net debt reduced marginally to € 2,480 million (H1 2019: € 2,503 million)  Average run-rate interest rate at 7.9%, down 60 basis points sequentially – Q2 2019 : 8.5% reflecting impact of bond issuance  High cost mezzanine debt reduced by over € 125 million in the third quarter 2019 to further reduce interest rate – Amount of high cost mezzanine targeted to be no longer be material by end H1 2020 – Consus medium term target to reduce financing costs by 200 basis points to c. 6%  ‘Tap’ of € 50 million senior secured notes in October to further reduce average interest rate going forward

Deleveraging and reduction in interest rate demonstrating improved financing efficiency and repayment of expensive debt

Consus Real Estate AG

• III. LTM Q3 2019 – Adjusted Key Group Metrics

Q3 2019 FY 2018

(1) EBITDA adjusted for Purchase Price Allocation (“pre-PPA”) and one-off expenses

€438m €2,480m 5.7x 7.9% €246m €2,104m 8.6x 8.1%

23

H1 2019 €319m €2,503m 7.8x 8.5% Pro-forma LTM Adjusted EBITDA(1) Net debt Net debt / PF LTM Adjusted EBITDA(1) Average run-rate interest rate

• Strong growth of LTM adjusted EBITDA,

with significant impact from Leipzig sale

• Upfront Leipzig sale combined with Q4

2018 upfront sale drive strong growth

• full year 2019 without benefit from

Q4 2018 upfront sale

• Deleveraging demonstrates strength of

business and portfolio

• driven by EBITDA growth
• Pro forma LTM adjusted net income
• f € 127 m for Q3 2019
• Significant progress made and more

potential for interest rate reduction

• recent refinancings demonstrate

strong reduction

Consus Real Estate AG

• III. Q3 2019 Key Group Metrics

Key Income Statement Figures Key Balance Sheet & Cash Flow Figures Adjusted Q3 2018 Q3 2019 Total Total Income Adjusted EBITDA(1) Financial Result Consolidated Net Income Net Debt Net Debt Operating Cash Flow Operating Cash Flow Prepayments Received Prepayments Received Market Gross Asset Value Market Gross Asset Value as of 30/09/2019 €2,480m €123.3m €750.5m €3,390m Net Debt / PF Adjusted EBITDA(1)

(1) EBITDA adjusted for Purchase Price Allocation (“pre-PPA”) and one-off expenses

5.7x 73% Net Debt / Market GAV €247.7m €93.4 €(114.1)m €(8.4)m

24

Overall Performance €464,0m €590.2m €285.2m €(173.1)m €29.3m €671.3m

Consus Real Estate AG

• III. Development in 2019 as expected - Guidance for 2020 confirmed

Overview of Key Financials

» Total amount of projects of 67 with a development timeline until 2026 » GDV going forward influenced by timings of acquisitions and disposals » Deleveraging planned following acquisitions and upfront sales » Expected tax rate ~30%

Comments Target Medium-term Net Debt / Adjusted EBITDA Target Medium-term Net Debt / Adjusted EBITDA » ~ 3x Target 2020 Adjusted EBITDA Target 2020 Adjusted EBITDA » €450 million Gross Development Value (GDV)(1) Gross Development Value (GDV)(1) » €10 billion in total Target Adjusted EBITDA margin Target Adjusted EBITDA margin » c. 20% 25

» Strong growth in Adjusted EBITDA expected in 2019 » 2020 Adjusted EBITDA target increased from €300m to €450m post SSN acquisition

(1) As of September 30, 2019, Includes one projects signed but not yet closed. On a 100% basis

Consus Real Estate AG

ISIN WKN

DE000A2DA414 A2DA41

Number of Shares

136.581.507

Market Segment

Deutsche Börse Scale m:access

Stock Exchanges

Xetra, München, Frankfurt

Indices

E&G-DIMAX

Market cap.(2)

€971m

Analysts

SRC Research: €10.0 BUY Baader Bank: €10.0 BUY Hauck & A.: €8.80 Updated to BUY Deutsche Bank: €7.0 BUY UBS: €7.30 HOLD

• III. Shareholder structure

26 Financial Calendar Consus Share Share price development and shareholder structure incl. recent contribution in kind

» Aggregate Group ~51% » ADO/Adler ~25% » Christoph Gröner ~6% (CEO CG Gruppe) » Free Float ~18%

(1) Bloomberg, Factset (2) As of January 24, 2020

23 Apr 2020 Publication of Consus FY19 Statement 24 Jun 2020 Consus Annual General Meeting

26

Titel

Consus Real Estate AG

Vitopia Kampus Kaiserlei in Frankfurt/Offenbach forward sold to institutional investor with a GDV of €60m

• IV. Appendix

Consus Real Estate AG

Consus as Germany´s largest real estate developer in top 9 cities best positioned to benefit from substantial sector growth opportunity Consus as Germany´s largest real estate developer in top 9 cities best positioned to benefit from substantial sector growth opportunity

Market cap of Top 10 listed real estate developers Market cap of all listed real estate developers

< € 3 billion(2)

• IV. Excellent opportunity for residential developers

28 10x

• pportunity

10x

• pportunity

10x

• pportunity

Real Estate Development sector highly fragmented in Germany Consus is the leading developer in Germany’s top 9 cities

in k sqm

(1)

(1) Bulwiengesa study based on projects until 2023; Consus’ long-term projects that will be completed after 2023 such as Hamburg Holsten and Stuttgart VAI Campus are not fully reflected in study; Current Consus total net floor area under development of 2.2m m2 (2) Analysis as of September 2019

500 1,000 1,500 2,000

Büschl PROJECT PI Pandion Groß & Partner BPD Bonava Instone Zech Group Consus

Consus developments in Top 9 German cities Consus developments in Top 9 German cities

€ 34 billion(2)

Development area (‘000 sqm) Source: Bulwiengesa Projektentwicklerstudie Top 9 Cities in Germany as of 21 Mar 2019

Consus Real Estate AG

49% 50% 59%

11% 11% 12% 27% 27% 18% 13% 12%

Other Mezzanine debt Expensive Mezzanine Junior debt Senior debt

30/03/19 Average interest rate 10%

• IV. Reduction of average interest rate

29

• Amount of mezzanine debt will decline significantly through the year and H1 2020
• Expensive mezzanine reduced by over € 125 million in Q3 2019 with

further reductions in progress

• By end of Q1, mezzanine debt expected to be reduced by over 50% from

€ 500 million level at June 30

• By end H1 2020, expensive mezzanine debt targeted

to no longer be material

• Reduction in mezzanine debt driving significant reduction in average interest rate
• Reduction through combination of refinancing and sales, including
• Refinancing of Wilhelmstraße, 2stay and Holsten project will reduce

average interest rate from c. 13% to c. 7% on c. € 420 million of debt

• Leipzig 416 upfront sale was used to significantly reduce high cost

mezzanine and junior debt

• € 110 million acquisition financing of large-scale Benrather Gärten project

development in Duesseldorf in Q4 with ‘Schuldscheindarlehen’ at 5.1% average interest rate

• Reduction of average interest rate to c. 6% targeted over medium term

Reduction of mezzanine debt from 40% to 28% of total project debt

30/06/19 30/09/19

€1.7bn €1.9bn €2.0bn

8.1% 8.5% (1) 7.9%

Reduction in average interest rate Key Highlights

Over time, project-level debt will be reduced through repayment and refinancing

2. 3. 1. 4.

(1) Increase impacted by issuance of €400m senior secured notes

Consus Real Estate AG

• IV. Consolidated Q3 2019 Financials – Income Statement

30 Income Statement

in k € Adjusted Q3 2018 Q3 2019

Income from letting activities 19,864 13,702 Income from real estate inventory disposed of 19,334 186,535 Income from property development 131,421 313,725 Income from service, maintenance and management activities

• 11,079

Total income 170,619 525,040 Change in project related inventory 156,928 83,613 Overall performance 327,546 608,653 Expenses from letting activities (9,393) (6,756) Cost of materials (218,491) (304,340) Net income from the remeasurement of investment properties (5,000) 7,620 Other operating income 5,473 13,318 Personnel expenses (23,477) (49,534) Other operating expenses (48,977) (48,774) EBITDA 37,681 220,187 Depreciation and amortization (1,418) (6,053) EBIT 36,263 214,135 Financial income 9,064 22,393 Financial expenses (72,174) (194,559) EBT (26,847) 41,969 Income tax expenses 8,098 (12,643) Consolidated Net income (18,749) 29,326 in k € LTM FY 2018 LTM Q3 2019 Q3 2018 Q3 2019 EBITDA 148,884 280,581 88,490 220,187 PPA Adjustments 81,936 144,681 (7) 62,677 One-off expenses 15,458 12,767 5,019 2,328 Adjusted EBITDA(1) 246,278 438,029 93,441 285,192 Adjusted EBITDA Bridge Q-o-Q / LTM

(1) EBITDA adjusted for Purchase Price Allocation (“pre-PPA”) and one-off expenses

• Reflect upfront sale project in Leipzig
• Strong growth reflects growth of business
• Net financial expense of € 172m reflects

increase in debt, with average interest rate now falling

• Positive net income as business grows.

2. 3. 4.

Comments

1. 2. 1. 4. 3.

Consus Real Estate AG

• IV. Consolidated Q3 2019 Financials – Balance sheet: Assets

Current & Non-current Assets

in k € Adjusted FY 2018 Q3 2019 Investment property 328,027 390,101 Property, plant and equipment 8,771 10,270 Right of use asset 12,955 Goodwill 1,032,480 1,093,381 Other intangible assets 6,158 6,379 Investments accounted for using the equity method 21,590 20,891 Financial assets 10,037 61,601 Contract assets 23,096 109,930 Total non-current assets 1,430,158 1,705,508 Work-in-progress incl. acquired land and buildings 2,139,761 2,284,056 Trade and other receivables 53,933 52,514 Receivables from related parties 62,853 38,731 Tax receivables 8,644 9,804 Financial assets 38,439 31,123 Other assets 15,499 16,784 Contract assets 198,505 197,913 Cash and cash equivalents 91,603 158,365 Assets held for sale 1,329 28,330 Total current assets 2,610,565 2,817,620 Total assets 4,040,723 4,523,128

31

• Growth reflecting forward sales and

related construction activities.

• Project additions and development offset

by forward sales

• Cash increased from forward sales and

project financing

• Investment property being disposed as

part of programme of reducing investment properties not supporting development projects

• Contract assets: land revenue now only

recognised at the end of the contract,

• ffset by the prepayments received in

relation to land being separately disclosed in liabilities

• Work-in-progress : land assets remaining

in inventory until revenue recognised at the end of the contract, and PPA is expensed over time for development work performed and not expensed at the start

• f the contract.

Comments

1. 1. 2. 2. 3. 4. 3 4.

Consus Real Estate AG

• IV. Consolidated Q3 2019 Financials – Balance sheet: Equity & Liabilities

Equity and liabilities

in k € Adjusted FY 2018 Q3 2019 Subscribed capital 134,040 136,582 Capital reserves 904,233 863,619 Other reserves (33,008) (19,114) Non-controlling interest 148,705 155,617 Total equity 1,153,970 1,136,702 Financing liabilities 1,049,150 1,748,430 Provisions 1,712 1,902 Other liabilities 15,017 10,987 Deferred tax liabilities 111,475 128,825 Total non-current liabilities 1,177,355 1,890,143 Financing liabilities 1,146,374 889,757 Provisions 4,735 9,811 Trade payables 41,913 78,398 Liabilities to related parties 43,196 23,923 Tax payables 44,389 44,512 Prepayments received 323,986 328,807 Other liabilities 72,647 72,982 Contract liabilities 32,158 33,093 Liabilities included in a disposal group classified as held for sale

• 15,000

Total current liabilities 1,709,399 1,496,284 Total liabilities 2,886,753 3,386,427 Total equity & liabilities 4,040,723 4,523,128

32

• Total equity of 1,137 million
• Net debt of 2,480 million
• Trade payables increased as work volume

increases

• Prepayments received: prepayments

related to land are recognised directly on the balance sheet, as not offset against contract asset as the income has not been recognised

• Contract liabilities: related to

prepayments in excess of contract assets for specific projects

Comments

1. 2. 3. 2. 1. 3. 2.

Consus Real Estate AG

• IV. Consolidated Q3 2019 Cash Flow Statement

Cash flow

in k € Adjusted Q3 2018 Q3 2019 Profit (loss) before tax (24,933) 41,969 Less profit from discontinued operations (1,894)

• Depreciation and amortisation

1,418 6,053 Depreciation and impairment of property, plant and equipment 1,418 3,346 Amortisation and impairment of intangible assets

• 93

Depreciation on right-of-use asset

• 2,613

Valuation gains on investment property (5,000) (7,620) Financial expenses (income) 63,110 172,166 Financial income (9,064)) (22,393) Financial expenses 72,174 194,559 Transition Adjustments IFRS 15 11,746 Other non cash adjustments 10,426 2,296 Other working capital adjustments (53,468) (91,510) Decrease / (increase) in rent and other receivables 34,689 14,110 Decrease / (increase) prepayments, accrued income and other assets (14,786) (1,055) Decrease/ (increase) in inventories and contractual assets (224,751) (285,733) (Decrease) / increase in prepayments 130,882 193,303 Decrease in inventory property

• (34,377)

(Decrease) / increase in trade, other payables and accruals, contractual liabilities and other liabilities 20,498 19,546 Income tax paid (3,470) 2,695 Net cash flow from operating activities of discontinued operations 1,395

• Net cash flow from operating activities

(669) 123,354 Net cash flow from investing activities 14,330 (196,010) Net cash flow financing activities (38,944) 139,419

33

Consus Real Estate AG

• IV. Solid cash flow generation model and performance visibility

Illustrative cash flow profile towards run-rate

34

Revenue Operating costs Adjusted EBITDA Capex ∆ in working capital Interest expense Taxes Free Cash Flow

 Revenue visibility  Profitability visibility  Limited maintenance investment required Revenue

 Run-rate revenue level as total portfolio GDV spread over the average life

• f the projects

I II III IV V VI VII Operating costs

 ~80% of the forward sale price  Turnkey agreements with contractors minimize cost overrun risk

Adjusted EBITDA

 Target 20% margin in the medium-term

Capex

 No Capex required as land acquisition, development, and construction costs run through operating costs and working capital

Working capital

 Limited working capital consumption at run-rate as development portfolio replenishment is funded through existing projects sale  Release of working capital in ramp-up phase as increasing percentage of projects is forward sold with related pre-payments

Interest expense

 Decreasing over time (targeting up to 200bps average interest rate reduction in the medium term)  Progressive rebalancing of senior/junior split at SPVs through corporate level refinancing and deleveraging via cash flows

Taxes

 Indicative 30% corporate tax rate

Inventory release in ramp- up phase

 Decreasing interest expense  Strong FCF generation Free Cash Flow

 Strong cash generation  Used also to deleverage SPVs level debt VIII VI VII V IV III II I

VIII

Strong cash flow generation as the run-rate is achieved Strong cash flow generation as the run-rate is achieved

Consus Real Estate AG

• IV. Illustrative Example of the PPA adjustment mechanism

50 60 120 10 50 10 Construction cost till Consus acq. Developer margin till Consus acq. Fair value / Price paid by Consus Construction cost post acq. Margin on construction cost post acq. Sale value

» According to IFRS 3, an acquirer must record the net assets of the target on its balance sheet at fair value as at the date of the acquisition » The process is known as purchase price allocation (PPA) » All future additions to inventory post-acquisition are recorded at cost, with no further value adjustment » Therefore, Consus accounts for its inventories (both for CG and SSN) at fair value as at the time of their acquisition » The PPA impact is a one time activity and for all construction post acquisition of CG Gruppe and SSN, there would be no PPA adjustments » At revenue recognition, the increased value of inventory due to the fair value process (PPA) reduces the reported EBITDA » In order to provide the underlying profitability, Consus reverses the PPA adjustment to reflect underlying cost excluding the fair value impact, to provide EBITDA pre-PPA » This would be the EBITDA recorded if the assets had not been included at fair value and the purchase price allocated » This adjustment is done only once a forward sale is entered into, ensuring clear allocation of the PPA adjustment and matching the cash flow profile » For forward sales to institutions, land and development work are separately accounted for, reflecting their separate performance obligations

Key elements of PPA adjustment EBITDA reportable: 10 EBITDA pre-PPA (adjusted): 20

» Margin for CG Gruppe: 10 + 10 = 20 » Cash inflow for CG Gruppe / Consus: 20 » Effective margin for Consus: 20 – 10 = 10

Illustration: Consus accounting for inventories acquired at CG Gruppe acquisition

35

Consus Real Estate AG

• IV. Consus’ focus on stakeholders

Consus Group has a long history of “green” buildings

36 Consus is a socially responsible and sustainability focused corporate citizen actively engaging with its stakeholder communities Consus is a socially responsible and sustainability focused corporate citizen actively engaging with its stakeholder communities

Environment Environment

» Construction with sustainable energy concepts, such as geothermal and photovoltaic, CO2-neutral heating systems and ecological construction standards » Emission-free production of electricity through wind turbines for operation of elevator installations as well as for charging stations for e-vehicles » Future development of Zero Energy Quartiers through decentralized energy, water and mobility infrastructure » Highly sustainable eco-building certification “LEED Gold” for forward sold project Franklinhaus in Berlin

Social Social

» Creating affordable housing for every income by transforming unused

• ffices into high-rise residential buildings

» Planning and development of socially mixed city districts for housing, schools, kindergartens, work, co-working, boarding, community areas, green and leisure areas as well as optimized infrastructure » Financial support for Fly & Help foundation building schools in Africa » Support for children in need via foundation Laughing Hearts e.V and Off- Road Kids e.V. » Substantial sports sponsoring with additional focus on youth talent development

• Largest roof photovoltaic

system in Leipzig installed with 1.6 megawatt peak power production

• 750 tons of CO2 reduction p.a.
• Support of “Laughing Hearts

e.V.” foundation for children in care with refurbishment of their Berlin headquarters

Titel

Consus Real Estate AG

Disclaimer

THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. This presentation (“Presentation”) was prepared exclusively by Consus Real Estate AG (“Consus”) solely for informational purposes and has not been independently verified and no representation or warranty, express or implied, is made or given by or

• n behalf of Consus. Nothing in this Presentation is, or should be relied upon as, a promise or representation as to the future.

This Presentation does not constitute or form part of, and should not be construed as, an offer or invitation or inducement to subscribe for, underwrite or otherwise acquire, any securities of Consus, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of Consus, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This Presentation is not an advertisement and not a prospectus for the purposes of the Prospectus Directive (as defined below). Any offer of securities of Consus will be made by means of a prospectus or offering memorandum that will contain detailed information about Consus and its management as well as risk factors and financial statements. Any person considering the purchase of any securities of Consus must inform itself independently based solely on such prospectus or offering memorandum (including any supplement thereto). This Presentation is being made available to you solely for your information and background and is not to be used as a basis for an investment decision in securities of Consus. Certain statements in this Presentation are forward-looking statements. These statements may be identified by words such as "expectation", "belief', "estimate", "plan", "target“ or "forecast" and similar expressions, or by their context. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, but not limited to, future global economic conditions, changed market conditions affecting the industry, intense competition in the markets in which Consus operates, costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting Consus’ markets, and other factors beyond the control of Consus). Neither Consus nor any of its respective directors, officers, employees, advisors, or any other person is under any obligation to update

• r revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak of the date of this Presentation. Statements contained in

this Presentation regarding past trends or events should not be taken as a representation that such trends or events will continue in the future. No obligation is assumed to update any forward-looking statements. This document contains certain financial measures (including forward-looking measures) that are not calculated in accordance with IFRS and are therefore considered "non-IFRS financial measures". Such non-IFRS financial measures used by the Consus are presented to enhance an understanding of the Consus's results of operations, financial position or cash flows calculated in accordance with IFRS, but not to replace such financial information. A number of these non-IFRS financial measures are also commonly used by securities analysts, credit rating agencies and investors to evaluate and compare the periodic and future operating performance and value of other companies with which the Consus competes. These non-IFRS financial measures should not be considered in isolation as a measure of the Consus’s profitability or liquidity, and should be considered in addition to, rather than as a substitute for, net income and the other income or cash flow data prepared in accordance with IFRS. In particular, there are material limitations associated with the use of non-IFRS financial measures, including the limitations inherent in determination of each of the relevant adjustments. The non-IFRS financial measures used by the Consus may differ from, and not be comparable to, similarly-titled measures used by other companies. Certain numerical data, financial information and market data (including percentages) in this Presentation have been rounded according to established commercial standards. Furthermore, in tables and charts, these rounded figures may not add up exactly to the totals contained in the respective tables and charts. Accordingly, neither Consus nor any of its directors, officers, employees or advisors, nor any other person makes any representation or warranty, express or implied, as to, and accordingly no reliance should be placed on, the fairness, accuracy or completeness of the information contained in the Presentation or of the views given or implied. Neither Consus nor any of its respective directors, officers, employees or advisors nor any other person shall have any liability whatsoever for any errors

• r omissions or any loss howsoever arising, directly or indirectly, from any use of this information or its contents or otherwise arising in connection there-with. It should be noted that certain financial information relating to Consus contained in this

document has not been audited and in some cases is based on management information and estimates. This Presentation is intended to provide a general overview of Consus’ business and does not purport to include all aspects and details regarding Consus. This Presentation is furnished solely for your information, should not be treated as giving investment advice and may not be printed or otherwise copied or distributed. Subject to limited exceptions described below, the information contained in this Presentation is not to be viewed from nor for publication or distribution in nor taken or transmitted into the United States of America (“United States”), Australia, Canada or Japan and does not constitute an offer of securities for sale in any of these jurisdictions. Any securities offered by Consus have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States and such securities may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. This Presentation does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person or in any jurisdiction to whom or in which such offer or solicitation is unlawful. By receiving this Presentation, you agree to be bound by the foregoing limitations. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. This Presentation does not constitute investment, legal, accounting, regulatory, taxation or other advice.