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

Company presentation February 2020

Agenda I ADO / Adler transaction with Consus ADO / Adler transaction with Consus 3 II II Development business overview Development business overview 7 III III Q3 19 Financial Update Q3 19 Financial Update 21 21 IV IV Appendix Appendix 28 28 2 Consus Real Estate AG

Titel I. ADO / Adler transaction Consus Real Estate AG ÜBerlin condominium project in Berlin with a GDV of €210m

I. ADO / Adler transaction with Consus 1 Acquisition of 22% stake in Consus in cash Aggregate ADO Others Holdings ■ Planning to acquire 22% in total from Consus minorities 51% 24% ~25% ■ 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 2 Call option for acquisition of an additional 51% stake in Consus from majority shareholder ADO + ADLER 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 Consus control at ADO ■ ADO has committed to a voluntary takeover offer for minorities on the same financial terms as the call option 4 Consus Real Estate AG

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

I. ADO announced target synergies Mezzanine debt >10% - €0.6bn €83m - €85m 2020 Unsecured bonds - €2.0bn €5m - €10m Senior/Junior debt >5-10% - €0.4bn €15m - €17m 2020 Bank loan - €1.6bn €4m - €8m Senior/Junior debt >3.5-5% - €0.5bn €5m - €8m 2020 Financing Medium synergies term ADO Group bonds - €0.3bn €1m - €1m Unsecured bond - €0.5bn €38m - €40m 2021 Other bank debt - €0.2bn €1m - €3m Medium term Total financing synergies €10m - €19m Total financing synergies €142m - €153m ■ Reduction in marketing ■ Scale and efficiency driving expenses in relation to build to reduction in opex sell business ■ Savings from duplicate Operating 12-24 12-24 ■ Platform savings €13m - €18m public company functions, €15m - €20m synergies months months IT, audit and other ■ IT, audit, professional service professionals service fees and other general administrative savings ■ Platform savings Upon acquiring Total Total synergies €25m - €39m Total synergies €155m - €171m control of synergies Consus €180m - €210m p.a. pre-tax FFO improvements through run-rate synergies €180m - €210m p.a. pre-tax FFO improvements through run-rate synergies 6 Consus Real Estate AG

Titel II. Development business overview Consus Real Estate AG VAI Campus in Stuttgart with a GDV of €1,127m the largest development project of Consus

II. Consus - the leading real estate developer in Germany Unique business model Key financials + KPIs  The leading German residential developer, with focus on top 9 German cities € 10.3 billion GDV (1) € 10.3 billion GDV (1) € 2.8 billion € 2.8 billion € 450 million € 450 million development development  Strong market share in undersupplied German residential real estate market with GDV in forward sales volume GDV in forward sales volume Targeted Adjusted EBITDA (4) Targeted Adjusted EBITDA (4) portfolio across portfolio across 67 projects 67 projects contracted + LOI (2) contracted + LOI (2) 2020 2020 focus on affordability  Forward sale-oriented business model de-risks development, financing and exit  Fully integrated real estate platform covering the entire value chain ~20% ~20% 3.0x 3.0x € 3.39 billion € 3.39 billion Targeted Medium-term Targeted Medium-term Targeted Medium-term Net Targeted Medium-term Net  Headquartered in Berlin with approximately 895 employees currently focused on Market GAV (5) Market GAV (5) Adjusted EBITDA margin Adjusted EBITDA margin Debt / Adjusted EBITDA Debt / Adjusted EBITDA construction and sales  Pro-forma Q3 2019 LTM Adjusted EBITDA (7) of € 438 million Consus continues to acquire attractive development projects… Breakdown of the development portfolio by city (3) € billion (1) Dresden 10.3 1.4 Munich 10 3.5 3% 5% 9 Hamburg - 0.9 Dusseldorf 19% 8 - 10% 7 0.9 6 Cologne 67 projects 0.7 11% 5 4.6 in total (6) Stuttgart 4 Leipzig 21% 3 5% 2 Frankfurt 1 13% Berlin 0 13% GDV as of Dec Organic Organic SSN Closing upfront New GDV 2017 acquisitions acquisitions acquisition sale Q3 acquisitions H1 2018 H2 2018 YTD (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 8 Consus Real Estate AG

II. Consus investment highlights Exposure to Germany’s Exposure to Germany’s Attractive development Attractive development Largest German real estate Largest German real estate 2. 3. 1. favorable macro conditions favorable macro conditions portfolio portfolio developer developer in highly attractive locations in highly attractive locations • above 80% in city center • above 80% in city center • Successful upfront sales • Successful upfront sales • Scale provides competitive • Scale provides competitive locations locations highlight existing value highlight existing value advantage advantage Strong operational Strong operational Unique and flexible forward Unique and flexible forward Solid cash flow generation Solid cash flow generation 4. 5. 6. capabilities and track record capabilities and track record sales business model sales business model model and performance model and performance visibility visibility • Ability to develop complex • Ability to develop complex • allows for single sales of large • allows for single sales of large • Forward sale model allows early • Forward sale model allows early mixed-use sites mixed-use sites volume mixed-use projects volume mixed-use projects stage repayment of investment stage repayment of investment 9 Consus Real Estate AG

II. Q3 2019 Portfolio Highlights – Consus delivering on its strategy Portfolio Highlights and recent developments  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  Target €450 million Adjusted EBITDA in 2020 Outlook  Target Net Debt / Adjusted EBITDA of c.3x in the medium term confirmed  Target Adjusted EBITDA margin of 20% (1) As of September 30, 2019, Includes one projects signed but not yet closed. On a 100% basis 10 Consus Real Estate AG