23 March 2016
Transcrição
23 March 2016
conwert company presentation Results 2015 + 23 March 2016 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q4 2015 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Highlights Q4 2015 conwert with Very Strong FY 2015 Results + Like-for-like rent increases - Increase of 2.6% in core portfolio - Increase of 2.5% in core residential portfolio + Vacancy rate reduced - Overall from 9.0% to 6.6% - Residential core portfolio: from 4.4% to 3.1% + Adjusted NRR margin increased from 85.0% to 87.2% + Fair value up by €129 mn (5.0%) since 31/12/2014 on a like-for-like basis + Average financing cost lowered to 2.3% + FFO I up 54% to €53.4 mn + Dividend will be proposed at €0.35/share which corresponds to 61% of FFO I 3 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q4 2015 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Operating Performance Operating Performance at a Glance 1-12/2015 1-12/2014 Change NCR €/sqm/m 6.42 6.27 2.4% NCR like-for-like residential core €/sqm/m 5.80 5.66 2.5% Vacancy rate % 6.6 9.0 -26.6% Vacancy rate residential core % 3.1 4.4 -29.9% FFO I2) € mn 53.4 34.8 53.6% FFO I per share €/share 0.643) 0.42 51.8% FFO I per avg. usable space €/ø sqm 22.62 13.67 65.5% Total usable space 1,000 sqm 2,176 2,473 -12.0% 31/12/2015 31/12/2014 Change 2,735.0 2,847.8 -4.0% 5.9 6.1 -4.0% Fair value1) € mn Initial yield of portfolio % Fair value1) like-for-like € mn 2,728.4 2,599.3 5.0% EPRA NAV € mn 1,391 1,299 7.1% EPRA NAV per share €/share 15.724) 15.70 0.2% Shares outstanding per year end No. (mn) 88.5 82.8 6.9% Average shares outstanding No. (mn) 83.8 82.8 1.2% 1) 2) incl. IFRS 5 and SELL (at fair values) FFO I: Earnings before tax (EBT) - difference between sales and carrying amount of sold properties + operating expenses of sales income -/+ revaluation gains/losses + depreciation and value adjustments + non-cash components of financial income and other non-cash costs not including non-controlling interests + restructuring charges/one-off items - cash taxes (rental) 3) Based on average number of shares outstanding of 83.8 mn in 2015 4) Based on number of shares outstanding of 88.5 mn as per 31 December 2015 Glossary: FV = Fair Value; NCR = Net Cold Rent 5 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q4 2015 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Portfolio Strategy & Valuation Main Portfolio KPIs Vacancy rate (%) l-f-l Vacancy rate dvpt (% yoy) (€ mn) % of total FV NCR (€/sqm) l-f-l NCR growth (% yoy) 8,975 1,039.1 38.0 6.54 2.9 2.1 -17.6 21.4 4.7 10,152 563.4 20.6 5.29 2.3 3.7 -37.4 13.5 7.4 1,691 72.4 2.6 5.22 0.7 5.7 -6.0 12.2 8.2 663 100.2 3.7 4.52 2.8 2.4 -31.9 33.0 3.0 21,481 1,775.1 64.9 5.80 2.5 3.1 -29.2 17.9 5.6 384 169.1 6.2 9.29 3.8 3.1 -2.6 15.8 6.3 21,865 1,944.1 71.1 6.01 2.6 3.1 -28.0 17.7 5.7 Residential non-core 3,317 144.4 5.3 5.40 1.0 17.4 -4.7 13.1 7.6 Commercial non-core 2,312 646.5 23.6 8.51 -0.7 13.9 12.7 16.0 6.2 27,494 2,735.0 100.0 6.42 1.5 6.6 -8.8 17.0 5.9 Units1) FV2) Portfolio segment (No.) Premium markets Core markets Core assets Privatisation Residential core Premium commercial Core portfolio Total portfolio 1) excl. parking spaces 2) incl. IFRS 5 and SELL (at fair values) Glossary: FV = Fair Value; NCR = Net Cold Rent; l-f-l = like-for-like FV/NCR (x) NCR/FV (%) 7 + Portfolio Strategy & Valuation Residential Core Portfolio – Overview Top 10 Locations FV (€ mn) Units (No.) NCR (€/sqm) FV/NCR (x) Vacancy rate (%) Vienna 409.9 2,439 6.21 29.0 3.4 Berlin 420.4 4,423 6.24 19.4 1.3 Leipzig 263.5 4,532 5.35 13.8 2.5 Potsdam 207.5 1,657 6.96 20.7 0.7 Wuppertal 100.6 2,058 5.03 12.0 1.3 Dresden 44.4 586 6.14 15.7 2.8 Dortmund 30.6 521 5.00 15.1 8.3 Premium markets Privatisation Premium markets Privatisation Premium markets Core markets Premium markets Core markets Privatisation Premium markets Privatisation Core markets Chemnitz 28.0 598 5.12 12.5 7.1 Core assets Erfurt 22.2 446 5.80 14.5 2.3 Core markets Bochum 19.7 390 5.05 12.8 13.7 Core markets 1,546.7 17,650 5.84 18.6 2.6 Other locations 228.3 3,831 5.60 14.5 5.5 Residential core 1,775.1 21,481 5.80 17.9 3.1 Location Total Top 10 Portfolio parts + The top 10 locations make up almost 90% of the core residential portfolio Glossary: FV = Fair Value; NCR = Net Cold Rent 8 + Portfolio Strategy & Valuation Disposals – Current Status Disposals 1-12/2015 1-12/2014 Change Units sold1) No. 3,266 1,711 90.9% Sales proceeds € mn 272.6 133.5 104.2% Disposal of book values € mn (253.7) (122.4) 107.2% Profit from disposals € mn 18.9 11.1 71.0% Book value step-up % 7.5 9.0 -17.5% 1-12/2015 1-12/2014 Change thereof non-core Units sold1) No. 2,969 1,107 168.2% Sales proceeds € mn 235.0 78.1 200.8% Disposal of book values € mn (225.6) (75.9) 197.3% Profit from disposals € mn 9.4 2.2 318.0% Book value step-up % 4.2 3.0 40.6% + €235 mn non-core assets sold in 2015 + Book value step-up at 4.2% + Assets in Czech Republic sold entirely + Pipeline 2016 well filled - Closed/signed deals in 2016 YTD amount to approx. €105 mn - Asset under exclusive negotiation amount to more than €300 mn + Non-core disposals of €235 mn in 2015 – Pipeline for 2016 well filled 1) excl. parking spaces 9 + Portfolio Strategy & Valuation Portfolio Valuation – Overview KPI 31/12/2015 31/12/2014 Change FV € mn 2,735.0 2,847.8 -4.0% FV €/sqm 1,257.0 1,151.4 9.2% FV/NCR multiple x 17.0 16.3 4.2% Initial yield % 5.9 6.1 -4.0% FV € mn 2,728.4 2,599.3 5.0% FV €/sqm 1,257.4 1,195.1 5.2% FV/NCR multiple x 17.0 16.4 3.2% Initial yield % 5.9 6.1 -3.1% FV € mn 1,768.7 1,606.0 10.1% Like-for-Like FV Residential FV/NCR multiple core €/sqm 1,229.3 1,115.9 10.2% x 17.9 16.9 6.1% % 5.6 5.9 -5.8% Absolute + l-f-l increase of fair values by 5.0% or €129 mn + Value increase based on - rent increases - vacancy reduction - improved technical maintenance condition of assets Like-for-Like Initial yield - capex - yield compression + Non-core assets fell in value by approximately 4.2% on a l-f-l basis - no further devaluation expected + Due to further expected yield compression, two valuations planned for 2016 Glossary: FV = Fair Value; NCR = Net Cold Rent 10 + Portfolio Strategy & Valuation Large yield compression expected within next 12 months Location FV (€ mn) FV/NCR (x) Management estimate yield compression next 12 months Value effect (€ mn) Vienna 409.9 29.0 + 1.0-2.0 14-28 Berlin 420.4 19.4 + 1.0-2.0 22-43 Leipzig 263.5 13.8 + 1.5-2.5 29-48 Potsdam 207.5 20.7 + 0.5-1.0 5-10 Wuppertal 100.6 12.0 + 0.5-1.0 4-8 44.4 15.7 + 1.0-2.0 3-6 Dresden Top 6 residential locations 1,446.2 19.0 ~80-140 + Management sees a ~€80-140mm yield compression in the top 6 cities representing a 5-10% increase over GAV in those cities + Additional value increase through rent increase / vacancy reduction. + No downward effects in non-core expected. 11 + Portfolio Strategy & Valuation Maintenance & Modernisation (in €/sqm) 28.78 28.85 24.96 11.62 7.26 14.82 + Reactive maintenance and capex decreased due to improvements in technical quality of assets + Examples for large ongoing projects: - Am Kiesteich, Berlin €15 mn 10.03 - Baumertweg, Essen €9 mn 13.42 10.85 7.20 2013 Maintenance 4.28 3.11 2014 2015 Capex - Gropius-Terrassen, Bochum €10 mn + Many historical projects initiated to reduce high vacancy levels (e.g. Gropius-Terrassen with 47% vacancy rate, Baumertweg with 51% vacancy rate) Capex large projects 12 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q4 2015 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Cost Reduction Programme Operational cost reduction progressing well Ongoing restructuring measures SG&A as % of GAV + Centralisation of all back-office functions (e.g. utility cost billing, rent accounting and rent receivables management) + Harmonisation of organisation and processes across German entities 3.5% 3.4% 3.7% 3.0% 2.7% 2.2% + Reduction of sites by 20% + Restructuring of Austrian operations Status and expected results 2010 2011 2012 2013 2014 2015E Adjusted Rental EBITDA margin of key competitors1) + Works council negotiations finished + Implementation started – expected to be finished after summer 2016 + Run-rate savings of € 8mn expected 69.3% 65.7% 65.4% 66.3% Average: 65.3% 59.8% + NRR margin expected to improve by ~1-2% 1) FY 2015 except Buwog 14 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q4 2015 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Financing Financing Summary + Adjusted LTV down to 49.2%1) + Financing cost down by 170 bps since Q4 2014 + Further continuous interest reduction by refinancing of mortgage loans – Target: ~2% + Investment grade rating from S&P (BBB-) with stable outlook confirmed – enabling bond issuance at any time 1) Considering 2016 convertible conversion 16 + Financing Financing cost down by 170 bps since Q4 2014 Measures Execution of measures Impact on cash financing cost 2015 4.03% average as per Q4 2014 Financing cost end of Q4 2014 Breakage / adjustment of strike price for swaps Breakage / adjustment of strike price for swaps with nominal value of €233 mn Q1-Q3 2015 Approx. 35 bps Restructuring of debt Restructuring / repricing of existing mortgage debt with nominal value of approx. €180 mn Q1-Q3 2015 Approx. 20 bps Q4 2015 Approx. 95 bps Q4 2015 Approx. 10 bps Q4 2015 Approx. 10 bps Breakage / adjustment of strike price for swaps Restructuring of debt and bridge loan Early conversion of c. 50% of 2016 convertible Financing cost end of Q4 2015 Breakage / adjustment of strike price for swaps with nominal value of €500 mn Restructuring of existing mortgage debt with nominal value of approx. €80 mn and raising of bridge loan facility 2.32% average as per Q4 2015 17 + Financing Solid Capital Structure, Conservative Financial Policies and IG Rating confirmed LTV evolution (%) 53.6% 50.0% 49.2%4) 47.5% 46.3% Dec 2014 Dec 2015 Reported Target Pro forma convertible conversion Current maturity profile¹) (€ mn) 182.4 49.82) 38.0 94.6 2016 Financial policies 200.8 65.0 1 Leverage policy 2 Maintain strong liquidity profile 185.0 147.6 80.0 127.4 3) 28.7 67.6 2018 Mortgage-backed loans + EBITDA interest coverage of more than 2.0x + LTV ≤50% targeted + Ensure that sufficient liquidity is maintained to cover maturities in the next 12-18 months 70.6 135.8 2017 + Current cash-effective interest rate of 2.32% after hedging + Approx. 7.2-year average term of all loans including corporate/convertible bonds + Broad and long-term distribution of debt financing (with 51 financing institutions) + Approx. 62% of debt hedged against interest rises (75% when forward-starting derivatives are included) + Adjusted LTV currently at 49.2%4) + IG rating from S&P (BBB-) – confirmed in March 2016 2019 2020 Bridge loan 2021 Bond 10.4 2022 2023 Convertible Bonds 3 Other + Ongoing discussions with further lenders on prolongation of mortgage loans + Hedging ratio target of c. 70-80% + Stable dividend policy at 60% of FFO I Notes: 1) as of 31/12/2015; ² ) thereof converted in Q1 2016: €48.5 mn; ³ ) strike price: €11.27; 4) considering 2016 convertible conversion in January 2016. 18 + Financing Balance Sheet Structure as of 31 December 2015 LTV ratio further improved Balance sheet (€ mn) Breakdown of financial liabilities (€ mn) 2,888 Others 2,888 157 191 196 1.275 Property assets 2.692 1.265 Assets as of 31/12/2015 Other liabilities 1,466 Bond debt 191 Bond debt Bank debt (mortgage debt & bridge) 210 361 Bank debt (mortgage debt & bridge) 666 Equity Share of debt of convertible bonds and retail bond Bridge loan €38 mn 33 banks Range: <€20mn 11 banks Range: €20–50mn 6 banks Range: >€50mn 31/12/2015 Equity and liabilities as of 31/12/2015 Balance sheet indicators Adjusted loan-to-value (LTV) incl. cash and cash equivalents Adjusted loan-to-value (LTV) (in-the-money convertibles as equity) Equity ratio Equity ratio (in-the-money convertible as equity) 31/12/2015 31/12/2014 49.2% 53.6% Target ≤50% 46.3% 47.5% 43.8% 37.1% – 48.2% 43.0% 19 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q4 2015 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Financials Overview of FY 2015 Income Statement Reflecting operational focus Comment 1-12/2015 1-12/2014 Change 226.1 237.3 -4.7% 18.9 11.1 71.0% 7.7 10.5 -26.9% Net result from fair value adjustments 66.9 15.9 NM Earnings before interest and tax (EBIT) 181.3 121.6 49.2% Net finance result (80.6) (131.5) -38.7% Earnings before tax (EBT) 100.7 (9.9) NM Profit/loss after tax 83.3 (8.9) NM Profit/loss after non-controlling interests 79.5 (12.0) NM Recurring FFO I1) (excl. sales income) 53.4 34.8 53.6% FFO II excluding cash taxes / cash profit2) 61.9 37.9 63.5% Significant growth driven by strong operational result and lower cash costs of debt 148.8 150.7 -1.2% NRR margin further improved NRR margin (in %) 65.8 63.5 3.7% NRR margin (adjusted) (in %)3) 87.2 85.0 2.5% (€ mn unless otherwise indicated) Rental income Net proceeds on property sales Service revenues Net rental result (NRR) Impact of sales programme Revaluation in Q3 and Q4 Cash cost of debt significantly down as well Very strong Q4 result 1) FFO I: Earnings before tax (EBT) - difference between sales and carrying amount of sold properties + operating expenses of sales income -/+ revaluation gains/losses + depreciation and value adjustments + non-cash components of financial income and other non-cash costs not including non-controlling interests + restructuring charges/one-off items - cash taxes (rental) 2) FFO II: FFO I + difference between sales and carrying amount of sold properties – deduction of operating expenses of sales result 3) NRR margin (adjusted): NRR margin excluding operating costs charged to tenants 21 + Financials FFO Development in Detail 1-12/2015 1-12/2014 EBT 100.7 (9.9) Deduction of difference between sales and carrying amount of sold properties (18.9) (11.1) 7.6 6.9 (66.0) (13.0) 1.2 1.3 21.9 58.1 6.8 2.53) FFO I1) (excl. sales income) 53.4 34.8 Difference between sales and carrying amount of sold properties 18.9 11.1 Operating expenses of sales result (7.6) (6.9) FFO II2) (incl. sales income) 64.8 39.0 FFO II2) (incl. sales income) excluding cash taxes / cash profit 61.9 37.9 (€ mn) Operating expenses of sales result Deduction of result from fair value adjustments of properties Depreciation Non-cash part of financial result and other non-cash costs One-off charges 1) FFO I: Earnings before tax (EBT) - difference between sales and carrying amount of sold properties + operating expenses of sales income -/+ revaluation gains/losses + depreciation and value adjustments + non-cash components of financial income and other non-cash costs not including non-controlling interests + restructuring charges/one-off items - cash taxes (rental) 2) FFO II: FFO I + difference between sales and carrying amount of sold properties – deduction of operating expenses of sales result 3) Reflected as non-cash operating income and expenses in the annual report 22 + Financials NAV Composition 31 December 2015 NAV/share significantly up 31/12/2015 31/12/2014 Change 31/12/2015 pro forma2) €1,206 mn €1,045 mn 15.4% €1,254 mn 88,489 82,783 6.9% 93,017 13.63 12.63 7.9% 13.49 Additional fair value of trading properties/share 0.35 0.33 7.1% 0.34 Fair value of financial instruments/share 0.28 1.38 -79.5% 0.27 Long-term financing contribution of tenants/share 0.10 0.12 -11.5% 0.10 Deferred taxes/share 1.35 1.24 8.9% 1.29 EPRA NAV/share 15.72 15.70 0.2% 15.48 Discount to current share price1) 12.2% 12.1% 0.1% 10.9% (€ unless otherwise indicated) Equity (w/o non-controlling interests) Number of shares outstanding (in thousand shares) Equity/share 1) €13.80 at 21 March 2016 2) including 2016 convertible bond conversion 23 + Financials Financial Results 2015 Significant impact of development of interest rate landscape for ineffective swaps (€ mn) 2015 2014 Comment Cash cost of mortgage loans, convertible bonds and retail bond (58.1) (73.8) Non-cash write-ups for convertible bonds & buyback of convertible bonds (1.8) (4.8) Financial results after write-ups (59.9) (78.6) ∆ of value of derivatives and deduction of cash flow hedge reserve (16.2) (50.6) Prepayment penalty (0.8) - IFRS cash costs (4.9) (2.5) 1.2 1.2 (80.6) (131.5) Result of associates, interest paid to conwert and others Net finance costs Lower cash costs – Reduction due to lower financial liabilities and reduced interest cost Interest rate recovery and breakage of swaps resulted in significantly lower non-cash effects of derivatives Result significantly improved vs 2014 24 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q4 2015 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Strategy Summary, Guidance & Outlook conwert’s management has continued to deliver on its strategic targets communicated to market Portfolio strategy 1 2 Financing strategy Operational efficiency 3 Current portfolio strategy Non-core asset disposals and acquisitions Improvement of rent and vacancy + Focus on residential assets in Germany and Austria + New portfolio structure: €1.0 bn of premium, €0.6 bn of core markets and core assets, €0.1 bn of privatisation, €0.2 bn of commercial core, €0.8 bn non-core portfolio + + + + €235 mn of non-core disposals in FY 2015 Target of €300-350 mn of non-core sales in FY 2016 Re-invest disposal proceeds in locations with positive household growth Temporary re-levering of up to 55% LTV possible – Mid-term LTV target remains at 50% + Increase rent l-f-l mid-term to ~3% p.a. and reduce vacancy to below 3% in core portfolio short-term 4 Cost rationalization + Achieve overall cost reduction of 20% - run rate €8 mn after summer 2016 5 Capital structure + Lower average financing costs to just above 2% 26 + Strategy Summary, Guidance & Outlook conwert’s criteria on value accretive acquisitions + Focus on A and B locations – share below 30% in top micro locations in C cities initially acceptable Acquisition criteria: Strategic + Positive household growth dynamics + New locations only added if acquisition greater than 500 units; new regions only possible in case of significantly larger acquisitions Focus on fundamental growth and portfolio quality Acquisition criteria: Financial Acquisition financing + FFO-accretive in the short to medium term including any potential synergies + NAV neutral in short to medium-term Focus on value accretive transaction + Current firepower of >€300 mn – Including disposals, up to €500 mn short term + Committed to maintain LTV target in the medium-term Focus on re-allocation of disposal cash + Appreciable growth possible with a limited number of small acquisitions conwert size advantage + Smaller acquisitions around €50-150 mn less competitive than larger tickets: - Less risk of over-paying - Higher probability to find assets in core regions / selected growth regions - However: Larger acquisitions possible in case of good fit Targeted approach to acquisitions allows stronger value accretion + conwert is well positioned to re-start its value accretive growth strategy post successful deleveraging over last few years 27 + Strategy Summary, Guidance & Outlook conwert’s FFO Guidance for 2016 Business outlook providing for strong FFO I growth (in € mn) 2016e 2015 65+ 53.4 2015 Portfolio change Cost savings Interest reduction 2016e Comments + FFO I guidance 2016 of €65+ mn confirmed – update after Q1 2016, depending on status of non-core disposals + Main drivers: Reduction of operating cost Non-core disposals – Timing to be clearer after Q1 2016 - Reduction of financing cost - 28 + Strategy Summary, Guidance & Outlook Guidance 2016 and Dividend proposal at the AGM in June 2016 Dividend proposal will be 35 €c/share – FFO I guidance with positive momentum 1-12/2015 2016 €53.4 mn €65+ mn NRR margin (adjusted)2) 87.2% ~89% LTV 51.0% ~50% €235.0 mn €300-350 mn 35 €c / share3) 61% of FFO I min 60% of FFO I Recurring FFO I1) (excl. sales income) Non core sales volume Dividend proposal 1) FFO I: Earnings before tax (EBT) - difference between sales and carrying amount of sold properties + operating expenses of sales income -/+ revaluation gains/losses + depreciation and value adjustments + non-cash components of financial income and other non-cash costs not including non-controlling interests + restructuring charges/one-off items - cash taxes (rental) 2) NRR margin (adjusted): NRR margin excluding operating costs charged to tenants 3) €32.6 mn divided by current number of shares outstanding of 93.0 mn as per 21March 2016 29 conwert’s Current Administrative Board Mandates Term Barry Gilbertson Chair Alexander Proschofsky Deputy Chair Peter Hohlbein Second Deputy Chair Erich Kandler Member Dirk Hoffmann Member + Chair of the Administrative Board of conwert + Independent Non-Executive Director, Chairman of Compensation Committee, Granite REIT + Senior Independent Director, non-executive, Custodian REIT plc + 15 years as a partner at PWC specializing in corporate restructuring, real estate and corporate finance + More than 40 years experience in real estate and construction + Specialises in strategic solutions for real estate in a business context + Member of the Administrative Board of conwert + Managing Director, Cube Invest GmbH + Shareholder activist + Received award for substantial contributions to the Austrian capital markets culture (i.e. DAVID award by IVA (Austrian shareholder association)) + Successful entrepreneur + Member of the Administrative Board of conwert + Associated Partner / Roever Broenner Susat Mazars GmbH & Co. KG + Managing Partner / Management Consultant PHC Hohlbein & Cie. Consulting + Over 30 years of experience in the real estate sector (incl. CEO of Berliner Immobilien Holding GmbH) + Extensive experience in the financial sector and 7 years in banking with focus on real estate financing + Member of the Administrative Board of conwert + Managing Director, EKWP Wirtschaftsprüfungs GmbH + Board Member, Flughafen Wien Mitarbeiterbeteiligungs Privatstiftung + Director, Mag. Erich Kandler Grundstücksverwaltungs KG + Austria and US certified accountant , longstanding adviser to Austrian real estate companies, court appointed expert + Member of the Administrative Board of conwert + Chairman of Supervisory Board of ADLER Real Estate AG + Chairman of the Supervisory Board of Aggregate Holding S.A. + Chairman of the Supervisory Board SQUADRA Immobilien GmbH & Co. KGaA + Vice Chairman of Supervisory Board of ACCENTRO AG + Member of Supervisory Board of Dexia Kommunalbank Deutschland AG + Board of Deutscher Freundes- und Fördererkreis der Universitäten in Innsbruck e.V. Term ends in 2020 Term ends in 2019 Term ends in 2019 Term ends in 2020 Term ends in 2021 30 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q4 2015 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Appendix conwert at a Glance1) Long-term development of residential properties in Germany and Austria Overview + conwert is one of the largest managers and developers of residential properties in Germany and Austria + The portfolio is comprised of approx. 27,500 units with a usable space of approx. 2.18 mn sqm - Residential core: approx. 21,500 units / 1.44 mn sqm - Commercial core: approx. 400 units / 95 Tsqm - Non-core: approx. 5,600 units / 0.64 mn sqm + By the end of 2015, 22.7% of the portfolio were in Austria and 76.0% were in Germany. The remaining 1.3% are in the other countries2) + The conwert business model is mainly based on generating income from managing and developing residential properties and is supplemented by providing property services to third parties 1) 2) 3) as at 31 December 2015 based on sqm considering 2016 convertible conversion conwert core markets Berlin Potsdam Dresden NRW D SK A HU Vienna Leipzig Core markets Regional markets + Portfolio value: €2.7 bn + Rental income: €226 mn + adjusted LTV: 49.2%3) 32 + Appendix New Portfolio Strategy – Overview Portfolio segment Segment characteristics Main locations Strategy Premium markets + Strong household growth forecast + Low city vacancy rate + + + + Berlin Vienna Potsdam Dresden Keep / invest Core markets + Either good household growth or high occupancy markets + Leipzig + Wuppertal + Dortmund Keep / invest Core assets + Good micro locations + Chemnitz Keep / invest selectively Privatisation + Residential assets prepared for disposal of individual units + Vienna + Berlin Realise attractive margin on disposal Premium commercial + Commercial assets in top locations with excellent re-letting potential + Vienna + Munich + Leipzig Hold opportunistically Residential non-core + Locations with low development potential or locations attached to non-core commercial + ND Dispose around fair value Commercial non-core + Commercial units with limited upside within conwert + ND Dispose around fair value 33 + Appendix Residential Core Portfolio - Overview Household Growth vs. City Occupancy Rate 15% Average household growth 2015–20251) 12% Macro potential – Strong household growth Premium assets/ strong macro potential 9% 6% 3% 0% (3)% (6)% (9)% (12)% Strong assets despite weak macro 86% 88% Macro potential – High occupancy 90% 92% 94% City Bubble size = GAV Premium markets (€1,008 mn, 36.2%) 96% 98% 100% 102% occupancy2) Core markets (€540 mn, 19.4%) Core assets (€75 mn, 2.7%) Privatisation (€112 mn, 4.0%) Sources: Company Information 1) based on data of Statistik Austria, Federal institute for statistics (Austria; based on annualised household growth from 2012-2022) and Bundesinstitut für Bau-, Stadt- und Raumforschung for 2015E2025E (Germany; household growth per city = population growth in the city’s Kreis adjusted by the delta between population and household growth per Raumordnungsregion) 2) based on data of Municipal authority of Vienna (Austria) and CBRE - Empirica - Leerstandsindex (refers to ‘Marktaktiver Leerstand 2013’) (Germany) 34 + Portfolio Strategy & Valuation Premium Commercial Portfolio Overview Locations Units Usable space (No.) (sqm) Fair value (€ mn) NCR (€/sqm) FV/NCR (x) Vacancy rate (%) Type of assets Vienna 104 18,423 54.4 11.1 21.3 0.4 apartment, office, retail Munich 8 13,371 27.8 11.9 14.3 0.0 school Leipzig 62 18,600 19.5 6.2 12.9 2.1 office Meitingen 19 8,948 17.1 11.0 15.6 7.3 retail Berlin 51 8,810 13.1 8.4 14.6 0.4 apartment, office, retail Magdeburg 72 10,051 13.0 7.5 14.7 10.3 apartment, office, retail 8 6,413 12.1 11.9 12.3 0.0 office, retail Other 60 9,886 12.1 7.2 14.2 8.0 apartment, office, retail Total 384 94,502 169.1 9.3 15.8 3.1 Starnberg + Strategy: Hold opportunistically – very low re-letting risk and excellent locations Glossary: FV = Fair Value; NCR = Net Cold Rent 35 + Appendix Valuation of conwert Share Still trading at a significant discount to NAV Performance of the conwert share Analyst research 17 9 analysts in total 16 €15.48/share1) 15 14 13 10.9% discount to NAV Despite outperforming ATX, discount to NAV much higher than peers in residential segment 6 3 €13.80/share2) 12 Buy Hold 11 10 Bank Recommendation Target Baader/Helvea Hold 13.50 BoAML Buy 14.20 Deutsche Bank Hold 13.00 Erste Group Accumulate 13.50 HSBC Buy 16.10 Kepler Cheuvreux Buy 14.75 Oddo Seydler Buy 14.50 RCB Hold 13.90 SRC Research Buy 15.00 EPRA NAV1) €15.48 9 Average target price €14.27 8 Current share price2) €13.80 7 Outstanding shares2) 93.017 mn 05/2013 11/2013 05/2014 conwert 11/2014 ATX 05/2015 11/2015 NAV conwert Treasury shares Treasury shares in % of issued shares2) 1.58 mn 1.7% of o/s 1) pro forma; including breakage of swaps and conversion of 2016 convertible bond 2) as of 21 March 2016 36 + Appendix Portfolio by Region Detailed overview as per 31 December 2015 Vacancy (%) of which strategic vacancies (%) % change of vacancies (%) 198.0 3.9 0.8 124 18.4 0.4 1,647 3,260 278.5 4,284 4,170 18,948 Units (No) Parking spaces (No) Usable space2) (T sqm) FV Yield (%) Change in yield (%) Property assets (T€) NCR (€/sqm) 2,533 786 -10.5% 3.5 -4.6% 401,004 6.20 104 - -88.8% 4.7 20.1% 54,400 11.14 Non-core 12.4 3.8 -17.0% 6.0 2.4% 424,368 8.37 SUBTOT Austria 494.9 8.5 2.4 -19.6% 4.8 -1.7% 879,772 7.57 4,051 1246.7 3.0 0.2 -32.9% 6.2 -5.8% 1,340,990 5.73 280 906 76.1 3.8 0.4 22.2% 7.1 0.4% 114,680 8.83 3,773 1,957 329.8 14.7 2.8 -4.9% 7.2 -2.2% 318,004 6.68 23,001 6,914 1652.6 5.4 0.7 -28.2% 6.5 -5.4% 1,773,675 6.05 209 302 28.3 44.0 1.8 29.4% 5.8 -10.2% 38,862 10.42 21,481 4,837 1444.8 3.1 0.3 -29.9% 5.6 -5.1% 1,741,994 5.80 384 1,030 94.5 3.1 0.3 -2.6% 6.3 4.1% 169,080 9.29 21,865 5,867 1539.3 3.1 0.3 -28.7% 5.7 -4.3% 1,911,074 6.01 5,629 5,519 636.6 15.0 3.2 -10.5% 6.5 -1.0% 781,234 7.55 27,494 11,386 2175.9 6.6 1.1 -26.6% 5.9 -4.0% 2,692,309 6.42 Austria Residential core Commercial core Germany Residential core Commercial core Non-core SUBTOT Germany OTHER1) Residential core Commercial core SUBTOTAL core Non-core TOTAL conwert Group 1) Slovakia, Hungary, Ukraine, Luxembourg 2) excl. parking spaces 37 + Appendix FFO including Overview One-off Effects (€ mn) EBT Deduction of difference between sales and carrying amount of sold properties Operating expenses of sales result Deduction of result from fair value adjustments of properties Depreciation Non-cash part of financial result and other non-cash costs One-off charges thereof defense against Deutsche Wohnen takeover bid thereof acquisition due diligence costs thereof restructuring costs thereof debt capital market preparation thereof enforcement audit thereof provisions for legal disputes and others FFO I1) (excl. sales income) Difference between sales and carrying amount of sold properties Operating expenses of sales result FFO II2) (incl. sales income) FFO II2) (incl. sales income) excluding cash taxes / cash profit 1-12/2015 1-12/2014 100.7 (18.9) 7.6 (66.0) 1.2 21.9 6.8 0.7 2.4 2.8 0.8 0.1 53.4 18.9 (7.6) 64.8 61.9 (9.9) (11.1) 6.9 (13.0) 1.3 58.1 2.5 2.53) 34.8 11.1 (6.9) 39.0 37.9 1) FFO I: Earnings before tax (EBT) - difference between sales and carrying amount of sold properties + operating expenses of sales income -/+ revaluation gains/losses + depreciation and value adjustments + non-cash components of financial income and other non-cash costs not including non-controlling interests + restructuring charges/one-off items - cash taxes (rental) 2) FFO II: FFO I + difference between sales and carrying amount of sold properties – deduction of operating expenses of sales result 3) Reflected as non-cash operating income and expenses in the annual report. 38 Disclaimer This presentation includes various forecasts and expectations as well as statements concerning the future development of the conwert Group. These statements are based on assumptions and estimates, and may be connected with known and/or unknown risks and uncertainties. Actual developments and results as well as the financial, earnings and asset position of the Group may therefore differ materially from these expectations and assumptions. The reasons for such variances may include market fluctuations, the development of property prices and rents as well as financial markets and foreign exchange rates, changes in national or international laws and regulations or fundamental changes in the economic and political environment. For this reason, futureoriented statements are only related to the day on which they are made. conwert will accept no obligation to revise or adjust such statements to reflect new information or future results.