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rd quar 3 rd quarter er 2019 2019 re results pr presen esentati tion on 12 December 2019 Ag Agenda enda I Financi Financi nancial and nancial and and Oper and Oper Operatio Operatio iona iona nal Hi nal Hi Highli Highli ghligh


slide-1
SLIDE 1

12 December 2019

3rd

rd quar

quarter er 2019 2019 re results pr presen esentati tion

  • n
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SLIDE 2

Co Consus nsus Re Real Es Estate AG AG

Ag Agenda enda

2

I

Financi nancial and and Oper Operatio iona nal Hi Highli ghligh ghts ts Q3 Q3 2019 2019 Financi nancial and and Oper Operatio iona nal Hi Highli ghligh ghts ts Q3 Q3 2019 2019 3

II II II II

Portf rtfolio lio Upda Update Portf rtfolio lio Upda Update 7

III III III III

Financi nancial Re Results Q3 Q3 2019 2019 Financi nancial Re Results Q3 Q3 2019 2019 15 15 15 15

IV IV IV IV

Out Outloo

  • ok

Out Outloo

  • ok

24 24 24 24

V

Appendix Appendix Appendix Appendix 27 27 27 27

slide-3
SLIDE 3

Titel

Co Consus nsus Re Real Es Estate AG AG

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

I.

  • I. Fi

Financi nancial and and Oper Operational ional High Highligh lights Q3 Q3 2019 2019

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SLIDE 4

Co Consus nsus Re Real Es Estate AG AG

I.

  • I. Q3

Q3 2019 2019 Highlig lights – C – Consus deliv liverin ing on

  • n its

its st strate tegy

 To Total revenue nue of

  • f € 525.

525.0 million llion (Q3 2018 : € 170.6 million), ov

  • ver

erall all perf performance nce of

  • f € 608.

608.6 millio llion (Q3 2018 : € 327.5 million) – Growth of 209%  Adj Adjusted ed EB EBITD ITDA of

  • f € 285.

285.2 million llion (Q3 2018 : € 93.4 million) reflecting upfront sale of Leipzig plus income from property development – Adjusted EBITDA margin of 54%  Pr Pro Fo Form rma Adj Adjusted ed LT LTM EBIT EBITDA (“PF LTM EBITDA”) of € 438 438 million llion (FY 2018: € 246 million) – Reflecting income from property development, plus Leipzig upfront sale and benefit of upfront sale in Q4 2018  Pr Pro Fo Form rma LT LTM Adj Adjusted ed Net Net Inco come me of

  • f € 127

127 million llion, and reported Net Net Inco come me of

  • f € 29

29 millio llion, reflecting increasing profitability as business grows Fi Financi nancial High Highlig lights – continued gro rowth tra rajectory 4

Q3 Q3 Hi Highlights ghts Q3 Q3 Hi Highlights ghts Portfolio Update Results Q3 2019 Outlook Appendix

Co Continue nued st strong gr growth th in in th the business business

slide-5
SLIDE 5

Co Consus nsus Re Real Es Estate AG AG

I.

  • I. Q3

Q3 2019 2019 Highlig lights – C – Consus deliv liverin ing on

  • n its

its st strate tegy

5

Q3 Q3 Hi Highlights ghts Q3 Q3 Hi Highlights ghts Portfolio Update German Real Estate Results Q3 2019 Outlook

Fi Financi nancial High Highlig lights – del elev ever eraging aging in in pr progr

  • gress

 Sig Significan ificant reduct reduction in in le leve verage : Net Net debt debt / PF PF LTM LTM EB EBITD ITDA reduced reduced to to 5.7x 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)  Averag Average run run‐rate rate in intere rest rate rate at at 7.9% 7.9%, dow down 60 60 basis basis point points seque sequentially ially – Q2 2019 : 8.5% reflecting impact of bond issuance  Hig High co cost me mezzani zzanine ne debt debt reduced reduced by by over

  • ver € 125

125 millio 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

Q3 Q3 Hi Highlights ghts Q3 Q3 Hi Highlights ghts Portfolio Update Results Q3 2019 Outlook Appendix

Del Deleveraging and and re reduction in in in interest rate rate dem demons nstr trating ing im improved ed fin financ ncin ing ef effici ciency ency and and re repayment of

  • f expe

pensi nsive debt debt

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SLIDE 6

Co Consus nsus Re Real Es Estate AG AG

I.

  • I. Q3

Q3 2019 2019 Highlig lights – C – Consus deliv liverin ing on

  • n its

its st strate tegy

 Co Continued ntinued port portfolio folio grow growth: th: GDV GDV(1)

(1) in

incr creases from € 10.0 billion to € 10.3 billion, with further project acquisitions in progress  Ma Market rket Gros Gross Asse Asset Val Value of

  • f € 3.39

3.39 billi illion as at 30 September (H1 2019: € 3.28 billion)  For Forwar ard Sale Sales vo volu lume at at € 2.8 2.8 billio 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 GDV of

  • f c.
  • c. € 650

650 millio million, curren currently ly in in negot negotiat atio ion for for a for forward sale 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 lio High Highlig lights and and re recent nt dev develo lopm pmen ents ts 6

Outlook

  • ok

co conf nfirmed med

 Targ Target €450 €450 mill millio ion Adj Adjust sted ed EB EBITD ITDA in in 2020 2020  Targ Target Net Net Debt Debt / Adj Adjust sted EB EBITD ITDA of

  • f c.3

c.3x in in the the me medi dium um ter term  Targ Target Adj Adjusted ed EB EBITD ITDA ma marg rgin in of

  • f 20%

20%

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

Q3 Q3 Hi Highlights ghts Q3 Q3 Hi Highlights ghts Portfolio Update Results Q3 2019 Outlook Appendix

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SLIDE 7

Titel

Co Consus nsus Re Real Es Estate AG AG

‚Königshöfe im Barockviertel‘ in Dresden forward sold to institutional investor with a GDV of €68m

II.

  • II. Portf

rtfolio lio Upda Update

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SLIDE 8

Co Consus nsus Re Real Es Estate AG AG

II.

  • II. Consus

Consus ‐ the the le leadin ing re real es estate de developer per in in Ger German any

8

Co Consus nsus continues ntinues to acqui uire attr ttracti active ve de developm pment ent projects… cts…

Ke Key financi nancials + KPIs KPIs

~20% ~20%

Target eted ed Mediu edium‐te term rm Adju Adjusted EBIT EBITDA margi margin

~20% ~20%

Target eted ed Mediu edium‐te term rm Adju Adjusted EBIT EBITDA margi margin

€ 3.39 3.39 billio billion

Ma Market et GAV GAV(5)

(5)

€ 3.39 3.39 billio billion

Ma Market et GAV GAV(5)

(5)

€ 10. 10.3 billio illion GD GDV(1)

(1)

dev develo lopment po port rtfo folio lio acro across

67 67 pro

projects

€ 10. 10.3 billio illion GD GDV(1)

(1)

dev develo lopment po port rtfo folio lio acro across

67 67 pro

projects

€ 2.8 2.8 billio billion

GDV GDV in in fo forward sal sales vo volum lume co contr ntracted + LO LOI(2)

(2)

€ 2.8 2.8 billio billion

GDV GDV in in fo forward sal sales vo volum lume co contr ntracted + LO LOI(2)

(2)

3.0x 3.0x

Target eted ed Mediu edium‐te term rm Ne Net Debt Debt / Adju Adjusted EBITDA TDA

3.0x 3.0x

Target eted ed Mediu edium‐te term rm Ne Net Debt Debt / Adju Adjusted EBITDA TDA

€ 450 450 millio illion

Target eted ed Adju Adjusted EBITDA ITDA(4)

(4)

2020 2020

€ 450 450 millio illion

Target eted ed Adju Adjusted EBITDA ITDA(4)

(4)

2020 2020

Breakdo Breakdown of

  • f the

the develo developm pment ent port portfolio folio by by city city (3)

Dussel sseldorf

  • rf

10% 10% Leipz Leipzig 5% 5% Stut Stuttgart 21% 21% Col Cologne gne 11% 11% Ha Hamburg mburg 19% 19% Munich unich 5% 5% Dres Dresden 3% 3%

67 67 pr proj

  • jects

ects in in tot total(6

(6)

Frank Frankfurt urt 13% 13% Berlin lin 13% 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

4.6 4.6 10.3 10.3 0.7 0.7 0.9 0.9 3.5 3.5 0.8 0.8 1.2 1.2

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)

Q3 Highlights Por Portfolio lio Upda pdate Por Portfolio lio Upda pdate Results Q3 2019 Outlook Appendix

Portf rtfolio lio wi with in increased sh share of

  • f Fo

Forwar ard sal sales GD GDV: €10. €10.3bn 3bn(1)

(1)

Ta Targ rget Forw Forward Sales Sales (3)

(3)

42% 42% Forw Forward Sold Sold (2)

(2)

27% 27% Con Condomini nium um sal sales

22% 22%

Up Upfront front sal sale LO LOI si signed gned 9% 9%

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SLIDE 9

Co Consus nsus Re Real Es Estate AG AG

II.

  • II. Attr

tractiv tive de developmen pment por portfolio

9

Strong ng footpri

  • tprint in Germa

many’s to top econom conomic regions ns

Co Consus nsus has has a fle flexib ible le portf portfolio lio ex exte tending un until 2026 2026 under under th the curr curren ent busines business pl plan an Co Consus nsus has has a fle flexib ible le portf portfolio lio ex exte tending un until 2026 2026 under under th the curr curren ent busines business pl plan an

(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 lin Leipz Leipzig Dres Dresden Frank Frankfurt urt Dussel sseldorf

  • rf

Col Cologne gne Ha Hamburg mburg Stut Stuttgart Munich unich

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

Q3 Highlights Por Portfolio lio Upda pdate Por Portfolio lio Upda pdate Results Q3 2019 Outlook Appendix

67 67 pr proj

  • jects

ects wi with GD GDV of € 10. 10.3 billion lion(1)and and ther hereof 33% 33% under under cons

  • nstructio

ction

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SLIDE 10

Co Consus nsus Re Real Es Estate AG AG

II.

  • II. To

Top 20 20 de developmen pment pr proj

  • jects

ects

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

10

# P # Project nam name City City Sta Status GD GDV in in k€ k€ % of

  • f total

total GDV GDV Ne Net flo floor area area in in sqm sqm Con Construction truction perio period % Resi sidential dential % Comm Commer ercial cial

1 V 1 VAI Cam Campus Stuttgart 1,127,400 € 11% 185,415 2021 ‐ 2026 65% 35% 2 H 2 Holsten Quar Quarti tiere Hamburg 883,787 € 9% 133,517 2021 ‐ 2026 66% 34% 3 Benra enrath ther Gärte Gärten Duesseldorf 661,786 € 6% 158,989 2025 ‐ 2029 52% 11% 4 T 4 The Wi Wilhel lhelm Berlin 439,530 € 4% 15,912 2019 ‐ 2023 95% 5% 5 Q 5 Quartier C Karlsruhe 370,649 € 4% 111,249 2021 ‐ 2026 64% 29% 6 2 6 2stay Frankfurt 359,311 € 4% 27,600 2021 ‐ 2023 0% 100% 7 Neulä euländer nder Quarree rree Hamburg 356,917 € 3% 81,315 2020 ‐ 2024 37% 29% 8 C 8 Cologneo II II Cologne 350,779 € 3% 71,583 2022 ‐ 2025 64% 36% 9 C 9 Covent Garde Garden Munich 313,005 € 3% 29,273 2021 ‐ 2023 92% 8% 10 10 Oste Ostend Frankfurt 300,790 € 3% 42,700 2023 ‐ 2025 66% 34% 11 11 Otto tto Quarti Quartier Stuttgart area 275,195 € 3% 73,360 2021 ‐ 2025 25% 71% 12 12 Colo Cologn gneo I Part Part 1 Cologne Forward sold 241,415 € 2% 54,321 2017 ‐ 2022 62% 36% 13 13 Billw Billwerder Ne Neuer Deich Deich Hamburg 231,457 € 2% 44,475 2021 ‐ 2024 67% 33% 14 14 Forum Forum Pankow Pankow Berlin Forward sale in neg. 219,124 € 2% 36,205 2020 ‐ 2025 59% 22% 15 15 New New Yo York rker Hamburg 219,066 € 2% 45,374 2021 ‐ 2024 85% 15% 16 16 New New Frankfurt Frankfurt Tow Towers VauVa VauVau Frankfurt Forward sold 218,102 € 2% 37,745 2017 ‐ 2021 84% 6% 17 17 Ste Stegli litze tzer Krei Kreisel Tow Tower Berlin Condominium sales 209,631 € 2% 27,284 2017 ‐ 2021 88% 12% 18 18 Westend Ense Ensemble le ‐ Uppe pper Wes West Frankfurt Condominium sales 207,601 € 2% 19,843 2020 ‐ 2022 75% 20% 19 19 Uppe pperNor

  • rd To

Tower VauV VauVau Duesseldorf Forward sold 175,000 € 2% 25,066 2019 ‐ 2022 96% 4% 20 20 Bunde Bundesall llee Pro Project Berlin Forward sold 164,437 € 2% 28,668 2016 ‐ 2020 25% 75%

Q3 Highlights Por Portfolio lio Upda pdate Por Portfolio lio Upda pdate Results Q3 2019 Outlook Appendix

Signific Significant portio portion of

  • f To

Top 20 20 pr projects

  • jects ar

are fo forward so sold ld and and under under co cons nstructi uction

  • n

Please note: Figures as of Sep 30, 2019

slide-11
SLIDE 11

Co Consus nsus Re Real Es Estate AG AG

II.

  • II. Ov

Over ervi view ew of

  • f to

tota tal Fo Forward sales/L sales/LOI ye year‐to to‐da date

11

Forw Forward Sale Sales Signe 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, Leipzig and Passau (part of development) » Signed binding agreements between Consus and institutional purchasers » Reduction of one due to hand‐over of project » Condominiums sold to retail purchasers rather than institutional purchasers » Sales started successfully on the “Auers” condominium project in Passau Letter Letter of

  • f inte

intent signed signed Forw Forward sale sale in in negotia negotiatio ion Cond Condo Sale Sales Starte Started

Pr Projects ts sold sold to to institutional itutional pur purchasers chasers Uni Units sold sold to to re retail il The The fo forward sa sale les and and co condom ndomini nium um business business mode models allo allow fo for st strong ca cash flo flow visib visibility ility, while ile mi mini nimisi sing ng dev develo lopm pmen ent risk risk

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

€2. €2.8 billion billion GD GDV fo forward so sold ld or

  • r under

under LO LOI allo allows fo for st strong visibility visibility on

  • n futu

future perf performance nce

6 proje projects ts 3 proje projects ts 18 18 proje projects ts 7 proje projects ts

30/0 30/09/2019 /2019

~ €2. €2.8 billio billion

3 LOIs signed in October 2019 ∆ ‐3 ∆ +3 ∆ ‐1 ∆ +1 Q3 Highlights Por Portfolio lio Upda pdate Por Portfolio lio Upda pdate Results Q3 2019 Outlook Appendix

slide-12
SLIDE 12

Co Consus nsus Re Real Es Estate AG AG

» LOI in negotiation for a residential development in the Erfurt city center with 122 1‐ to 3‐room apartments, two commercial units and about 50 parking spaces. » This 107m landmark tower will contain 194 apartments. The addition of one floor to the hotel (building permit already available) has increased the number of hotel rooms to 164. Completion of the tower by the end of 2020. » Just 5.5 km from Berlin city center, in the family‐friendly district of Pankow, the shopping and commercial center Staytion Berlin‐Pankow will be developed. Consus is constructing a total of seven new buildings to create a mixed neighborhood. » At one of Düsseldorf's main transport hubs, a sophisticated new Quartier will be

  • developed. Apartments for different target groups are being built. Future residents will

benefit from the convenient location and excellent connections to the city center, airport and surrounding area.

II.

  • II. Fo

Forward Sales Sales in in negoti negotiation

City City / Pro Project KPIs PIs Pic ictu ture res Del Delivery ry Construc Construction tion Dev Developm pment ent / Forw Forward sale sale Acquis quisition tion Status Status

» LOI in negotiation for a development with 107 city apartments in the Stuttgart region for approx. €54m. Böblingen is home to the largest Mercedes‐Benz factory globally. GDV €54m Completion 2021 Asset type Mixed Area (k sqm) 9 In In neg. neg. Stut Stuttgart re region, Ci City ty‐Carré Carré Böblingen

12

» LOI in negotiation for a residential development in the popular district Hamburg‐ Altona with 289 apartments, commercial spaces and underground parking for approx. €110m. GDV €110m Completion 2021 Asset type Mixed Area (k sqm) 19 In In neg. neg. Ha Hamburg, mburg, Bahren enfelder er Hö Höfe GDV €33m Completion 2022 Asset type Residential Area (k sqm) 8 Erfu Erfurt (near Leipzig), TAP TAP Hoc Hochha haus us GDV €114m Completion 2020 Asset type Mixed Area (k sqm) 16 Stut Stuttgart re region, Schw hwabenlandtow enlandtower GDV €220m Completion 2025 Asset type Mixed Area (k sqm) 36 Berlin lin, Sta Staytion GDV €128m Completion 2022 Asset type Mixed Area (k sqm) 25 Dussel sseldorf,

  • rf,

Uppe pper No Nord rd Quar Quartier er In In neg. neg. In In neg. neg. In In neg. neg. In In neg. neg. Q3 Highlights Por Portfolio lio Upda pdate Por Portfolio lio Upda pdate Results Q3 2019 Outlook Appendix

€ 650 650 millio llion of

  • f fo

forward sa sale les in in negotia negotiatio ion

slide-13
SLIDE 13

Co Consus nsus Re Real Es Estate AG 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.

  • II. New

New de developmen pment pr proj

  • ject

ect acqui acquisi siti tions

  • ns

City City / Pro Project KPIs PIs Pic ictu ture res

GDV GDV €148m Completi Completion

  • n

2024 Ass Asset typ type Mixed‐use Area Area (k (k sqm sqm) 31 Col Cologne gne area area, Be Bergi rgisch ch Gl Gladba adbach ch Wac Wachendorf endorff Quarti rtier GDV GDV €82m Completi Completion

  • n

2023 Ass Asset typ type Residential Area Area (k (k sqm) 17 Erfu Erfurt, Br Braugol augold Qu Quarti artier er » 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 GDV €661m Completi Completion

  • n

tbd Ass Asset typ type Mixed‐use Area Area (k (k sqm sqm) 124 Duessel esseldorf,

  • rf,

Be Benra nrather her Gärte ärten

13

Del Delivery very Construc Construction tion Dev Developm pment ent / Forw Forward sale sale

Tot Total GDV GDV: € 1.2 1.2 billion billion

Acqu Acquisitio isitions agr agreed ed YTD YTDdem emon

  • nstrate ong
  • ngoin

ing ability bility to to sour source ce attr tractiv active pr proje

  • jects

ts

Acquis quisition tion

Acqu Acquisi isitio ions conti ntinual nually bei being evalu evaluated to to replace replace proje projects sold/devel /developed

  • ped

» 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 GDV €275m Completi Completion

  • n

2023‐2025 Ass Asset typ type Mixed‐use Area Area (k (k sqm) 70 Stut Stuttgart Area Area, Otto Otto Quar Quartier tier Q3 Highlights Por Portfolio lio Upda pdate Por Portfolio lio Upda pdate German Real Estate Results Q3 2019 Outlook

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

slide-14
SLIDE 14

Co Consus nsus Re Real Es Estate AG AG

II.

  • II. Consus

Consus in investment highlig lights

14

Exposur Exposure to to Germ German any’s fav favorable macr macro condi conditions

  • ns

in in highly highly att attract active lo locatio tions

  • above 80% in city center

locations

Exposur Exposure to to Germ German any’s fav favorable macr macro condi conditions

  • ns

in in highly highly att attract active lo locatio tions

  • above 80% in city center

locations

1. 1.

Un Unique ique and and fle flexible ible fo forward sales sales busin business ss model model

  • allows for single sales of large

volume mixed‐use projects

Un Unique ique and and fle flexible ible fo forward sales sales busin business ss model model

  • allows for single sales of large

volume mixed‐use projects

2. 2.

At Attractive de develo lopment po portf rtfolio lio

  • Successful upfront sales

highlight existing value

At Attractive de develo lopment po portf rtfolio lio

  • Successful upfront sales

highlight existing value

4. 4.

Solid Solid cash cash flo flow gener generation

  • n

model model and and per performance visibilit sibility

  • Forward sale model allows early

stage repayment of investment

Solid Solid cash cash flo flow gener generation

  • n

model model and and per performance visibilit sibility

  • Forward sale model allows early

stage repayment of investment

3. 3.

Str Strong ope

  • peration

ional capa capabil bilities ies and and tr track recor record

  • Ability to develop complex

mixed‐use sites

Str Strong ope

  • peration

ional capa capabil bilities ies and and tr track recor record

  • Ability to develop complex

mixed‐use sites

5. 5.

Lar Largest Germ German an re real estate tate dev develope loper

  • Scale provides competitive

advantage

Lar Largest Germ German an re real estate tate dev develope loper

  • Scale provides competitive

advantage

6. 6.

Q3 Highlights Por Portfolio lio Upda pdate Por Portfolio lio Upda pdate Results Q3 2019 Outlook Appendix

slide-15
SLIDE 15

Titel

Co Consus nsus Re Real Es Estate AG AG

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

III.

  • III. Fi

Financial nancial Re Results Q3 Q3 2019 2019

slide-16
SLIDE 16

Co Consus nsus Re Real Es Estate AG AG

III.

  • III. LT

LTM Q3 Q3 2019 2019 – Adj djus usted Ke Key Gr Group

  • up Met

Metrics

Q3 Q3 2019 2019 FY FY 2018 2018

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

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

16

H1 H1 2019 2019 €319m €319m €2,503m €2,503m 7.8x 7.8x 8.5% 8.5% Pro Pro‐form forma LT LTM Adj Adjust sted ed EB EBITD ITDA(1

(1)

Net Net debt debt Net Net debt debt / PF PF LT LTM Adj Adjust sted EB EBITD ITDA(1)

(1)

Averag Average run run‐rate rate in interest rate rate

  • Stro

Strong grow growth of

  • f LTM

LTM adju adjusted EB EBITD ITDA, 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 € 74 m for Q3 2019
  • Significant progress made and more

potential for interest rate reduction

  • recent refinancings demonstrate

strong reduction

Q3 Highlights Portfolio Update Resu Result lts Q3 2019 2019 Resu Result lts Q3 2019 2019 Outlook Appendix

slide-17
SLIDE 17

Co Consus nsus Re Real Es Estate AG AG

III.

  • III. Q3

Q3 2019 2019 Ke Key Gr Group

  • up Met

Metrics

Key Key In Income Statement atement Fig Figure res Key Key Balance Balance Sheet Sheet & Cash Cash Flo Flow Fig Figure res Adj Adjust sted Q3 Q3 2018 2018 Q3 Q3 2019 2019 Total Total In Income Adj Adjust sted EB EBITD ITDA(1

(1)

Fina Financia ial Res Result lt Con Consolid lidat ated ed Net Net In Income Net Net Debt Debt Net Net Debt Debt Operati Operating Cash Cash Flo Flow Operati Operating Cash Cash Flo Flow Prepaym Prepayments Receiv Received ed Prepaym Prepayments Receiv Received ed Ma Market rket Gros Gross Asse Asset Value Value Ma Market rket Gros Gross Asse Asset Value Value as as of

  • f 30/09/2019

30/09/2019 €2,480m €2,480m €123. €123.3m €750. €750.5m €3,390m €3,390m Net Net Debt Debt / PF PF Adj Adjusted ed EB EBITD ITDA(1)

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

5.7x 5.7x 73% 73% Net Net Debt Debt / Ma Market rket GAV GAV €247. €247.7m €93.4 €93.4 €( €(114.1)m 114.1)m €(8.4 €(8.4)m

17

Overall Overall Perf Perform

  • rmance

ance €464, €464,0m €590. €590.2m €285. €285.2m €( €(173.1)m 173.1)m €74.1m €74.1m €671. €671.3m

Q3 Highlights Portfolio Update Resu Result lts Q3 2019 2019 Resu Result lts Q3 2019 2019 Outlook Appendix

slide-18
SLIDE 18

Co Consus nsus Re Real Es Estate AG AG

III.

  • III. Sim

Simplif lifie ied Gr Group

  • up Structur

Structure – Q – Q3 2019 2019

Legend gend Shareholder Debt facility Operating SPVs Consus

  • wnership

Grö Gröner(4)

(4)

CG CG Gr Grup uppe pe

SPVs SPVs 55 55 pro projects ts Estim Estimated ma market rket GA GAV(1)

(1) €3.3

€3.39 billion lion Senio Senior Sec Secured Note Notes: €400m 00m Convert nvertible: ble: €174m 74m Othe Other de debt: €55m 55m(2)

(2)

CG CG De Develop lopmen ent and and Construction nstruction De Debt bt: €1,1 €1,124m

Consus Consus Sw Swiss iss Fi Finance nance (fo (former SSN SSN Gro Group) p)

SPVs SPVs 12 12 pro projects ts SSN SSN De Developm lopmen ent an and Construction nstruction Debt: Debt: €88 €884m Aggre Aggregate Othe Other sha shareholders 75.0 75.0%(3)

(3)

~57% 57% ~43% 43% 93.4 93.4%5

18 18

Note: Simplified structure on a 100% basis. Debt as of 30 September 2019 pro forma for Bond (1) Estimated market GAV as of 30 September 2019; (2) Includes €26m of debt at Pebble Investment GmbH level (100% owned by Consus) (3) On a fully diluted basis and following completion of acquisition of additional shares as per SPAs; (4) Gröner refers to Gröner GbR, Gröner Unternehmensgruppe GmbH and Gröner Unternehmensbeteiligungen GmbH (5) Consus owns 93.4% of SSN Group. SSN holds 51.0% of the shares in SG Development GmbH, which holds nine out of twelve development projects. As part of the acquisition

  • f SSN, Consus also acquired additional 38.9% of the shares in SG Development GmbH, resulting in Consus direct and indirect ownership of 86.5% (6) Project‐related group debt included in respective Junior‐ and Mezzanine debt percentages (7) Includes €23.6m debt at

Consus Development (former SG Development)

Q3 Highlights Portfolio Update Resu Result lts Q3 2019 2019 Resu Result lts Q3 2019 2019 Outlook Appendix

slide-19
SLIDE 19

Co Consus nsus Re Real Es Estate AG AG

49% 50% 59%

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

Other Mezzanine debt Expensive Mezzanine Junior debt Senior debt

30/03/ 03/19 19 Average interest rate 10%

III.

  • III. Consus

Consus deliv liverin ing on

  • n its

its st strate tegy

19

  • Am

Amount of

  • f mez

mezzanine anine debt debt wi will ll decli decline significa gnificantl tly thro through the the year year and and H1 H1 2020 2020

  • Expensive mezzanine reduced by over € 125 million in Q3 2019
  • By end of Q1, mezzanine debt expected to be

be redu reduced by by over

  • ver 50%

50% fr from € 500 500 mi mill llion ion le leve vel at at June June 30 30

  • By end H1 2020, expensive mezzanine debt targeted

to no longer be material

  • Reduction in mezzanine debt

debt driving driving signifi gnificant ant redu reductio ion in in average average inte interest rate rate

  • Reduction through combin

mbination ation of

  • f refinancing

financing and and sale sales, including

  • Refinancing of Wilhelmstraße, 2stay and Holsten project will redu

reduce avera average inte interest rate rate fr from c.

  • c. 13%

13% to to c.

  • c. 7%

7% on

  • n c.
  • c. € 420

420 mill millio ion of

  • f debt

debt

  • Leipzig 416 upfront sale was used to significantl

ificantly redu reduce high high co cost mezzanine mezzanine and and ju junior debt debt

  • € 110

110 mi million lion acqui acquisiti ition financing nancing of large‐scale Benrather Gärten project development in Duesseldorf in Q4 with ‘Schuldscheindarlehen’ at 5.1% 5.1% average interest rate

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

Redu Reducti ction of

  • f me

mezzani zzanine ne debt debt fro from 40% 40% to to 28% 28% of

  • f to

total proje project debt debt

30/06/ 06/19 19 30/09/ 09/19 19

€1.68bn €1.88bn €2.05bn

8.1% 8.1% 8.5% 8.5% (1)

(1)

7.9% 7.9%

Re Reduction in in av average in interest rat rate Ke Key Hig Highlig lights

Over Over tim time, pro project‐lev level deb debt wi will ll be be reduc duced ed th through re repayment and and refinancing financing

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

Q3 Highlights Portfolio Update Resu Result lts Q3 2019 2019 Resu Result lts Q3 2019 2019 Outlook Appendix

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

slide-20
SLIDE 20

Co Consus nsus Re Real Es Estate AG AG

III.

  • III. Consoli

Consolidated ed Q3 Q3 2019 2019 Fi Financi nancials – I – Income St Statem emen ent

20 Inco come me St Statem emen ent

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 Adju Adjusted EB EBITDA Brid Bridge Q‐o‐Q / LTM 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. 2. 3. 3. 4. 4.

Com Commen ents ts

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

Q3 Highlights Portfolio Update Resu Result lts Q3 2019 2019 Resu Result lts Q3 2019 2019 Outlook Appendix

slide-21
SLIDE 21

Co Consus nsus Re Real Es Estate AG AG

III.

  • III. Consoli

Consolidated ed Q3 Q3 2019 2019 Fi Financi nancials – Bal alance ance shee sheet: t: Asse Assets ts

Curr Curren ent & No Non‐curr curren ent Asse ssets ts

in in k € Adju Adjusted FY FY 201 2018 Q3 Q3 2019 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 Tota Total non non‐current current assets assets 1,43 1,430,158 1,70 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 Tota Total current current asse assets ts 2,61 2,610,565 2,81 2,817,620 Tota Total assets assets 4,04 4,040,723 4,52 4,523,128

21

  • 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.

Com Commen ents ts

1. 1. 1. 1. 2. 2.

Q3 Highlights Portfolio Update Resu Result lts Q3 2019 2019 Resu Result lts Q3 2019 2019 Outlook Appendix

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

slide-22
SLIDE 22

Co Consus nsus Re Real Es Estate AG AG

III.

  • III. Consoli

Consolidated ed Q3 Q3 2019 2019 Fi Financi nancials – Bal alance ance shee sheet: t: Equi quity ty & Lia Liabilitie ilities

Equity quity and and lia liabilit lities

in in k € Adju Adjusted FY FY 201 2018 Q3 Q3 2019 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 Tota Total equity equity 1,15 1,153,970 1,13 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 Tota Total non non‐current current liabiliti ilities 1,17 1,177,355 1,89 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 Tota Total current current liabi abiliti lities 1,70 1,709,399 1,49 1,496,284 Tota Total liabiliti ilities 2,88 2,886,753 3,38 3,386,427 Tota Total equity equity & lia liabilities 4,04 4,040,723 4,52 4,523,128

22

  • 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

Com Commen ents ts

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

Q3 Highlights Portfolio Update Resu Result lts Q3 2019 2019 Resu Result lts Q3 2019 2019 Outlook Appendix

2. 2.

slide-23
SLIDE 23

Co Consus nsus Re Real Es Estate AG AG

III.

  • III. Consoli

Consolidated ed Q3 Q3 2019 2019 Cash Cash Fl Flow St Statem emen ent

Cash Cash flo flow

in in k € k € Adju Adjusted sted Q3 Q3 2018 2018 Q3 Q3 2019 2019 Profit Profit (loss)

  • ss) befo

before tax tax (24,9 24,933) 41, 41,969 Less profit from discontinued operations (1,894 894) ‐ Depr Deprecia eciati tion

  • n and

and am amortisation 1, 1,41 418 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 nancial expenses xpenses (in (income) 63, 63,110 172,16 172,166 Financial income (9,064)) (22,393) Financial expenses 72,174 194,559 Transition Adjustments IFRS 15 11,746 Other Other non

  • n cash

cash adju adjustments 10,426 2,296 Other Other work working ing capit capital adju adjustments (53,46 468) 8) (91,51 510) 0) 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 Net cash cash flo flow fro from oper

  • perat

ating ing activ ctivities (669) 669) 123,35 123,354 Net Net cash cash flo flow fro from in investing activ tivities ties 14, 14,330 (196 196,01 ,010) Net Net cash cash flow flow financ nancin ing activ tivities ties (38,9 38,944) 139,41 139,419

23

Q3 Highlights Portfolio Update Resu Result lts Q3 2019 2019 Resu Result lts Q3 2019 2019 Outlook Appendix

slide-24
SLIDE 24

Titel

Co Consus nsus Re Real Es Estate AG AG

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

IV

  • IV. Out

Outlook

  • ok
slide-25
SLIDE 25

Co Consus nsus Re Real Es Estate AG AG

IV

  • IV. Dev

Developmen pment in in 2019 2019 as as ex expected ‐ Gui Guidance ance fo for 2020 2020 co conf nfirme med

Ov Over erview of

  • f Ke

Key Financi nancials

» 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%

Com Commen ents ts Ta Target Me Medium um‐te term rm Net Net Deb Debt / Adj Adjusted ed EB EBITD ITDA Ta Target Me Medium um‐te term rm Net Net Deb Debt / Adj Adjusted ed EB EBITD ITDA » ~ 3x 3x Ta Target 2020 2020 Adj Adjusted ed EB EBITD ITDA Ta Target 2020 2020 Adj Adjusted ed EB EBITD ITDA » €450 €450 millio llion Gr Gross De Develop lopmen ent Va Value (GD (GDV)(1)

(1)

Gr Gross De Develop lopmen ent Va Value (GD (GDV)(1)

(1)

» €10 €10 billio illion in in tot total Ta Target Adj Adjusted ed EBIT EBITDA mar margin Ta Target Adj Adjusted ed EBIT EBITDA mar margin » c.

  • c. 20%

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

Q3 Highlights Portfolio Update Results Q3 2019 Ou Outl tlook

  • ok

Ou Outl tlook

  • ok

Appendix

slide-26
SLIDE 26

Co Consus nsus Re Real Es Estate AG 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)

€836m

Analysts

SRC Research: €13.0 BUY Baader Bank: €10.0 BUY Hauck & A.: €8.80 Updated to BUY Deutsche Bank: €7.0 BUY UBS: €7.30 HOLD

IV

  • IV. Gener

General In Inform rmatio ion – S – Stock Pe Performance

26

Fi Financ nancial ial Calenda Calendar

12 Dec 2019 Publication of Consus Q3 Interim Statement

Co Consus nsus Share Share Stock Stock Chart Chart(1)

(1)

Shareh Shareholder stru struct cture ure in

  • incl. recen

recent contribution ntribution in in kin kind

» Aggregate Group ~57% » Christoph Gröner ~6% (CEO CG Gruppe) » Free Float ~37%

(1) Bloomberg, Factset (2) As of December 11, 2019 €

Move Move to to Prim Prime Standa Standard rd in in 2020 2020

23 Apr 2020 Publication of Consus FY19 Statement 25 Jun 2020 Consus Annual General Meeting

26

Q3 Highlights Portfolio Update Results Q3 2019 Ou Outl tlook

  • ok

Ou Outl tlook

  • ok

Appendix

slide-27
SLIDE 27

Titel

Co Consus nsus Re Real Es Estate AG AG

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

V.

  • V. Appendi

Appendix

slide-28
SLIDE 28

Co Consus nsus Re Real Es Estate AG 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

V.

  • V. Exposur

Exposure to to Ger German any’s fav favourable ma macro condi nditi tions

  • ns

Excellent business opportunity for residential developers

28

„We wan ant to build ild 1.5 1.5 millio illion new ew apartm apartmen ents ts and and hom

  • mes

es in the the next 4 ye years. This This is is ab abso solu lutely ly necessary ssary“

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

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

German Chancellor Ang Angela la Merkel Merkel

Dem Demand nd of

  • f 3.2m

3.2m units units wi with th c.

  • c. € 1 trillion

trillion GDV(1)

(1) un

until til 2030 2030

(1)

Ren Rent afford affordab abilit ility rem remain ins healthy healthy

New New unit unit (70 (70 sqm sqm) price price as as a multip ltiple of

  • f gro

gross annual annual sala salary ry

Source 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 Source: Destatis, EIU

Stro Strong and and consiste nsistent nt rental rental pri price grow growth

No decline in rental prices in

  • ver 20 years across the

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

Dem Demand nd of

  • f 3.2

3.2m new new apar apartm tmen ents until until 2030 2030

Q3 Highlights Portfolio Update Results Q3 2019 Outlook Appe Appendix Appe Appendix

slide-29
SLIDE 29

Co Consus nsus Re Real Es Estate AG AG

V.

  • V. Uni

Unique que and and fle flexib ible le busi business ess mo mode del

Core business model consists of forward sales to institutional purchasers

29

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% 78% wi with th fo forward sale sales appro approach

Business Business model model focu focused on

  • n For

Forward Sale Sales – e – existing project project port portfolio folio enab enable les dynam dynamic portfo portfolio lio ma manageme nagement nt

Buy Buy

Plots

Pl Plan an

Project

Sell Sell

Forward

Build ild

& Deliver

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

Dev Development lopment portfolio lio Pos Post build building ing perm permit, it, co constr truction uction pha phase takes takes ~24 ~24‐36months months

Appr Approach ch fo for cond condom

  • min

inium ium sales sales is is sim similar lar und under Germ Germany any´s high highly reg regulat lated sale sales st

  • structure. Mo

Most sign signifi ifican ant differ difference nce is is sale sales of

  • f apar

artm tments ents over

  • ver tim

time, ve versus 100 100% upfr upfront, and and financ nancing ing str structure

GD GDV: €9. €9.6bn 6bn(2)

(2)

GDV: €10.3

Q3 Highlights Portfolio Update Results Q3 2019 Outlook Appe Appendix Appe Appendix

slide-30
SLIDE 30

Co Consus nsus Re Real Es Estate AG AG

V.

  • V. So

Solid lid ca cash flo flow ge generation mo mode del and and per perform

  • rmance

nce visib sibilit ility

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

(1) Delivery includes finalization of construction and tenancy

30

Deli Delivery ry Constr nstruc uction tion Devel Developm pment ent / Fo Forward sale sale Acqu Acquisi isitio ion

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 Cash flo flow posit positive as as constructi nstruction

  • n

starts starts Cash Cash flo flow posit positive as as constructi nstruction

  • n

starts starts

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

Balanced Balanced paym payment ents profile profile Balanced Balanced paym payment ents profile profile

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

Lim Limited working working capit capital al consum nsumpti ption Lim Limited working working capit capital al consum nsumpti ption

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

Hig High profit profitab abili ility Hig High profit profitab abili ility

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

  • utperforming occupancy and rent levels

achieved, and downside floor

Illus Illustrative fo forward sales sales busin business ss model model cas cash flo flow pr profile ile

Project cash flow breakeven

(1)

Q3 Highlights Portfolio Update Results Q3 2019 Outlook Appe Appendix Appe Appendix

slide-31
SLIDE 31

Co Consus nsus Re Real Es Estate AG AG Im Impact on

  • n Consus

Consus

V.

  • V. Re

Rent regul gulati tion:

  • n: stat

status and and im impact ct

31

Germ German Federa Federal Governm Government nt – r – rent in incre crease lim limitation in in desig designat ated ed areas areas

  • Likely extension of rent increase limitation „Mietpreisbremse“ in designated German cities by

5 years until 2025

  • When re‐letting, the new rent may exceed the local guidance rent („Mietspiegel“) by max.

10%

  • New

New built built apartm apartments ents rema remain exempt exempt from this this legis gislati ation

Berlin Berlin senat senate ‐ rent rent cap cap prop proposal al (1

(1)

  • Rents can not be increased for 5 years
  • Tenants can apply for rent decreases if net rent exceeds 30% of household income
  • New

New apartm apartments ents buil built af afte ter Jan Jan 1, 1, 201 2014 are are exempt exempt fr from rent rent cap cap

(1) Rent cap proposal by Berlin government coalition as of 30.08.2019

  • No sales impact seen to date
  • New federal proposal not materially different from

current environment

  • Berlin discussions with institutions not been impacted to

date

  • Berlin projects only 12% of total portfolio and mostly

mixed‐use projects

  • Current Berlin proposals not seen to be in line with the

constitution

  • Expectation some form of further rent restrictions will

be put in place, but will not impact new builds Longe Longer term term view: view:

  • Current proposals would reduce supply and increase

prices for new‐built apartments

  • Government needs a solution to drive supply

Q3 Highlights Portfolio Update Results Q3 2019 Outlook Appe Appendix Appe Appendix

slide-32
SLIDE 32

Co Consus nsus Re Real Es Estate AG AG

Co Consus nsus as as Germ Germany´s any´s lar largest real real estat estate developer developer in in to top 9 citie cities best best posit positioned ed to to benefit benefit fro from substanti bstantial secto sector grow growth opportuni portunity ty Co Consus nsus as as Germ Germany´s any´s lar largest real real estat estate developer developer in in to top 9 citie cities best best posit positioned ed to to benefit benefit fro from substanti bstantial secto sector grow growth opportuni portunity ty

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

< € 3 billio billion

V.

  • V. Ex

Exce celle llent oppor

  • pportuni

unity ty fo for re resident ntial de developer pers

32 10x 10x

  • ppor
  • pportun

unity

10x 10x

  • ppor
  • pportun

unity

10x 10x

  • ppor
  • pportun

unity

Re Real Es Estate Dev Develop lopmen ent sec sector hi highly ghly fr fragmented ed in in Germ Germany Co Consus nsus is is th the lead leadin ing dev developer loper in in Germ Germany’s to top 9 ci cities ties

in in k sqm 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

500 1,000 1,500 2,000

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

Co Consu nsus dev develop lopments ts in Top Top 9 Ge German an ci cities Co Consu nsus dev develop lopments ts in Top Top 9 Ge German an ci cities

€ 34 34 billio billion

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

Q3 Highlights Portfolio Update Results Q3 2019 Outlook Appe Appendix Appe Appendix

slide-33
SLIDE 33

Co Consus nsus Re Real Es Estate AG AG

V.

  • V. Consus’

Consus’ fo focus on

  • n stak

stakeholders

Consus Group has a long history of “green” buildings

33 Co Consus nsus is is a soc socially lly respo sponsible sible and and su sustainability ility fo focused co corpor

  • rate ci

citiz tizen activ actively ly eng engaging wi with its its sta stakehol

  • lder com

communi unities es Co Consus nsus is is a soc socially lly respo sponsible sible and and su sustainability ility fo focused co corpor

  • rate ci

citiz tizen activ actively ly eng engaging wi with its its sta stakehol

  • lder com

communi unities es

En Envir vironment En Envir vironment

» Construction with sustain ainable able energy energy con concepts ts, suc such as as geothe geotherm rmal and and photovolt ltaic, aic, CO CO2‐neutral neutral heating heating sys systems and ecological construction standards » Em Emission‐free free produc

  • duction

tion of

  • f el

electricity ectricity through, for example, wind turbines for the

  • peration of elevator installations as well as for the charging stations for e‐

vehicles » Future development of Zero Zero Ene Energy Quartie Quartiers through decentralized energy, water and mobility infrastructure » Highly sust staina ainable le eco eco‐bui buildin lding certificati ification “LEED EED Go Gold” ld” for forward sold project Franklinhaus in Berlin

Socia Social Socia Social

» Crea Creatin ting aff afforda rdable le hous housing for every income by transforming unused

  • ffices into high‐rise residential buildings

» Plan anning ning and and develo developmen ent of

  • f social

cially ly mi mixed xed city city dis distri ricts for housing, schools, hools, ki kindergartens, ndergartens, 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 » Suppo Support fo for chil children en in in need need via foundation Laughing Hearts e.V and Off‐ Road Kids e.V. » Substantial sports sports spons sponsoring ring with additional focus on youth youth tale talent nt develop developmen ent

  • Largest roof photovoltaic

system in Leipzig installed with 1.6 megawatt peak power production

  • 750

750 tons tons of

  • f CO

CO2 redu reduction p.a. .a.

  • Support of “Laughing Hearts

e.V.” foundation for children in care with refu refurbishmen ent of

  • f their

their Berli Berlin head adquart quarters ers

Q3 Highlights Portfolio Update Results Q3 2019 Outlook Appe Appendix Appe Appendix

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SLIDE 34

Co Consus nsus Re Real Es Estate AG AG

V.

  • V. So

Solid lid ca cash flo flow ge generation mo mode del and and per perform

  • rmance

nce visib sibilit ility Illustrative cash flow profile towards run‐rate

34

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

 Rev Revenue nue vis visibili lity  Prof

  • fit

itability ability vis visibili lity  Lim Limited ted ma maintenance tenance in investment requ require ired Revenue Revenue

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

  • f the projects

I II II III III IV IV V VI VI VII VII

Ope Operating ing cos costs

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

Adju Adjusted EB EBITDA

 Target 20% margin in the medium‐term

Cape Capex

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

Working Working cap capita tal

 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

Inte Interest expense 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

Taxe Taxes

 Indicative 30% corporate tax rate

Inventory release in ramp‐ up phase

 Dec Decreasing easing inte intere rest expe expens nse  Stron Strong FCF FCF gene genera ration Free Free Cash Cash Fl Flow

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

VIII VIII

Str Strong ca cash sh flo flow ge generation

  • n as

as th the run run‐ra rate is is ach achieved ed Str Strong ca cash sh flo flow ge generation

  • n as

as th the run run‐ra rate is is ach achieved ed

Q3 Highlights Portfolio Update Results Q3 2019 Outlook Appe Appendix Appe Appendix

slide-35
SLIDE 35

Co Consus nsus Re Real Es Estate AG AG

V.

  • V. Illu

Illustrativ tive Ex Exam ample ple of

  • f the

the PP PPA adjus adjustment me 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

Illustra Illustratio tion: Consus nsus acco accounting unting fo for inve inventories acqui acquired at at CG CG Gr Grupp uppe ac acquis quisition tion

35

Q3 Highlights Portfolio Update Results Q3 2019 Outlook Appe Appendix Appe Appendix

slide-36
SLIDE 36

Titel

Co Consus nsus Re Real Es Estate AG AG

Di Disclaimer er

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.