Consus Real Estate : Präsentation Halbjahresergebnis 2020

Half-year 2020 results presentation

16 September 2020

Agenda

	I		Financial and Operational Highlights H1 2020		3
	II		Development Portfolio Update		6
	III		Financial Results H1 2020		13
	IV		General information		17
	V		Appendix		19

Consus Real Estate AG	2

I. Financial and Operational Highlights H1 2020

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

I. H1 2020 Highlights - Strategic transformation of Consus

H1 20 HighlightsPortfolio UpdateResults H1 20General InformationAppendix

	 Two upfront sales announced for 25 projects with a GDV of € 4.3 billion
	 Portfolio proportion of residential, top 9 cities and forward sold transactions all increased
Strategic	 ADO Properties S.A. ("ADO") exercised its call option and acquired control of Consus in Q3
Transformation	 ADO announced to change Consus' business strategy to focus on build-to-hold as part of the combined group
	 Consus expects that certain forward sales and upfront sales currently planned for 2020, which would have
	contributed to the Company's 2020 results, will not be undertaken. For this reason, Consus has withdrawn its
	guidance of an Adjusted EBITDA of approx. €450m for 2020.
	 Increase of Consus share capital and acquisition of 25% minority stake in Consus RE to simplify corporate structure
	completed in Q3 2020
Corporate	 Andreas Steyer (CEO) and Ben Lee (CFO) have left Consus after the successful call option exercise by ADO in Q3 2020
Structure	 Theodorus Gorens remains as member of the management board of Consus

 Integration of Consus into ADO / Adler well progressing

Consus Real Estate AG	4

I. H1 2020 Financial Highlights

H1 20 Highlights

Portfolio Update

Results H1 20

General information

Appendix

Financial Highlights

• Total income of € 613.6 million (H1 2019: € 210.3 million), overall performance of € 490.4 million (H1 2019: € 333.6 million)
• • Growth of 192% and 47% respectively reflecting ongoing strong business growth
• Adjusted LTM EBITDA of € 359.1 million (FY 2019: € 344.4 million) as business continued to grow
• Adjusted EBITDA of € 136.3 million (H1 2019: € 121.6 million)
• Reported Net Income of € 9.2 million (H1 2019: € 4.4 million)
• • H1 2020 did not include the impact of any upfront sales
• Net debt at € 2,617.2 million (FY 2019 : € 2,699.9 million)
• Net debt / Adjusted EBITDA at 7.3x (FY 2019 : 7.8x)

Consus Real Estate AG	5

II. Development Portfolio Update

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

II. Consus - leading residential developer in top 9 cities in Germany

H1 20 Highlights

Portfolio Update

Results H1 20

General Information

Appendix

Pro forma portfolio with increased share of Forward sales

Key financials + KPIs

Non-strategic

GDV of development

Forward sales volume

Market

17%

portfolio (1)

contracted + LOI(3)

GAV (4)

GAV:

Forward and

30/06/20

Pro-forma

condo sales

30/06/20

Pro-forma

30/06/20

Pro-forma

€2.8bn(5)

49%

€ 10.0bn

€ 8.0bn

€ 2.8bn

€ 2.6bn

€ 3.3bn

€ 2.8bn

47 projects

39 projects

Build-to-hold portfolio

34%

Consus with attractive development pipeline in Top 9 cities

Pro forma breakdown of the development portfolio by city

€ billion	2.0
GDV

12				10.0(1)
10	3.5	1.2	-
8		- 0.8	- 2.3	8.0(2)

Other

17%Berlin

27%

Cologne

1.6	- 2.0
6

7%

GAV:

4.6
4
2
0	Organic acquisitions 2018		Closing upfront sale 2019	New acquisitions 2019	Developmen t gain	Upfront sale Gröner		Upfront sale PICM	PF Upfront Sales
GDV as of Dec 2017	SSN acquisition	GDV as of 30/06/20

Duesseldorf €2.8bn(5) 7%

Stuttgart	Frankfurt
18%
12%

Hamburg

12%

1. As of June 30, 2020. On a 100% basis (2) Pro forma for transaction with GDV of € 2.3bn (3) Pro-forma two upfront sales Incl. Forward sales in negotiation and LOI signed of €587m and pre-sold condominiums of €231m; (4) Market GAV of the Consus property assets on 100% basis as estimated by management as of June 30, 2020. (5) Pro forma for pending closing of upfront sale transactions

Consus Real Estate AG	7

II. Strategic rationale for recent transactions

H1 20 Highlights

Portfolio Update

Results H1 20

General Information

Appendix

Strategic milestones achieved - more focussed portfolio, substantial debt reduction and simplified corporate structure

• Total upfront sales transaction value will be around €1.1 billion for combined €4.3 billion GDV
• • Projects sold at a premium to the market values appraised as of 31 December 2019
• Reduction of over €850 million of gross project debt related to the projects
• • including over €350 million of high cost mezzanine debt
  • Average run-rate interest cost pro forma for transactions is 7.4%
• Targets on debt reduction, upfront sales and average cost of debt reduction will all be exceeded
• Following these upfront sales, Consus will have :
• • increased its proportion of residential in developments to over 62%
  • increased proportion of the portfolio forward sold to 32%
  • remaining development portfolio almost exclusively in Germany's top 9 cities
• Acquisition of the 25% minority stake in Consus RE completed the final step in integrating our corporate structure
• • Consideration of 24.75m Consus shares and a €27.5m cash component

Consus continues to believe that German residential real estate in the top 9 cities will prove to be one of the most robust asset classes despite the Coronavirus pandemic

Consus Real Estate AG	8

1. Consus portfolio is moving from "build-to-sell" to "build-to-hold" under ADO's management

H1 20 Highlights

Portfolio Update

Results H1 20

General Information

Appendix

Basis of segmentation

Segmentation of Consus' portfolio

• City & micro location
• % residential
• Demand and rental potential
• Development timeframe
• Sale / disposal attractiveness
• Future NAV growth
• Committed forward sales

• Build-to-Holdto portfolio
• • Core landbank in attractive Top 7 cities to deliver quality residential real estate in line with ADO's long term strategic goal
  • Delivers pipeline to grow business reducing need for further acquisitions
  • Provides scale & future growth

• 11 projects to convert to build-to-hold portfolio
• Landbank value of ~€1bn
• GDV of €4.7-5.3bn(1)
• Embedded value uplift of €1.0-1.6bn

Portfolio split (based on current GAV) post non-strategic divestments

• projects Non-strategic

17%
GAV: €2.8bn	24 projects
(40 projects)	Forward and
condo sales
11 projects(1)
Landbank	49%
34%

Source: Company information; management estimates

1. Includes Grand Central project, yet to be closed
2. Total GDV of forward and condo sales of €2.6bn

• Existing forward and condo sales - vast majority sold

•	Reduced development risk through forward sales to	 17 out of 18 forward sale projects
	institutional purchasers		already sold
•	Temporary portfolio with an average life of 24-36 months		6 condo projects
			Signed forward sales and condo
			sales started of €2.0bn(2)

• Non-strategicportfolio - almost fully disposed

•	Non-strategic landbank portfolio defined by ADO based on		25 of the 30 projects already sold
	location and commercial composition		5 projects planned to be sold in due
•	To be disposed to delever the combined company and reduce		course
	development exposure		Book value of €0.4bn

Consus Real Estate AG	9

1. Attractive landbank located in Top 7 German cities to underline the Build to Hold segment

H1 20 Highlights

Portfolio Update

Results H1 20

General Information

Appendix

Projects under Build-to-Hold portfolio

Portfolio overview

			GAV	GDV	Area	Yield on
#	Project Name	City	(€m)	(€bn)	(k sqm)	cost (%)
1	Benrather Gärten	Düsseldorf	106	1.1-1.3	216	5.3%
2	VAI Campus (without Eiermann)	Stuttgart	181	0.9-1.1	163	4.5%
3	Holsten Quartiere	Hamburg	312	0.9-1.1	150	4.4%
4	Grand Central(1)	Düsseldorf	-	0.6-0.7	86	3.7%

Hamburg 2

0.3 188

3

327

40

Berlin		0.1
	1

5	Ostend	Frankfurt	109	0.3	43	3.7%
6	Forum Pankow	Berlin	64	0.2	40	5.8%

Düsseldorf 0.1

Cologne 0.04 1

24

7	Neues Korallusviertel	Hamburg	33	0.2	38	3.7%
8	COL III (Windmühlenquartier)	Cologne	36	0.1-0.2	24	5.0%
9	UpperNord Quartier	Düsseldorf	36	0.1	26	3.8%
10	Schwabenland Tower (Resi)	Stuttgart	49	0.1	12	4.2%
11	Böblingen	Stuttgart	22	0.1	9	3.6%
Total		~1bn	4.7-5.3	806	~4.5%
Source: Company information, latest reporting and management estimates
Note: Build-to-Hold GDV ignores potential value growth
(1)	Project "Grand Central" closed in Q3 2020

Frankfurt 0.1

• 43

184 Stuttgart

3

0.3

€bn GAV Consus

Area (sqm): ~806k sqm

Number of projects: 11

Consus Real Estate AG	10

II. Selected Consus developments

Q2 20 Highlights

City / Project

	Portfolio Update			Results Q2 20				General information		Appendix
KPIs	Pictures	Acquisition	Development		Construction	Hand-over

Stuttgart region, City-Carré Böblingen

Dusseldorf,

Upper Nord Quartier

Stuttgart region, Schwabenlandtower

Berlin,

Forum Pankow (Staytion)

Dusseldorf, Grand Central

		GDV	€55m
		Completion	2022
		Asset type	Mixed
		Area (k sqm)	9
		GDV	€132m
		Completion	2023
		Asset type	Residential
		Area (k sqm)	25
	GDV	€117m
	Completion	2021
	Asset type	Mixed
	Area (k sqm)	16
GDV	€217m
Completion	2025
Asset type	Mixed
Area (k sqm)	40

GDV	€612m
Completion	2025
Asset type	Mixed-use
NFA (k sqm)	86

• Forward sale in negotiation for a development with 107 city apartments in the Stuttgart region for approx. €55m. Residential share of this development is 75%.
• 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.
• 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.
• 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.
• Acquisition closed in Q3 2020. Large mixed-use quartier development with c. 1000 apartments in central Dusseldorf location next to main terminal.

Pro forma € 587 million of forward sales currently in negotiation or with LOI signed

Note : A further acquisition has been signed with a GDV of around €430m and a NFA of 44k sqm. The terms of transaction are confidential.

Consus Real Estate AG	11

II. Value uplift potential in Consus' build-to-hold portfolio to provide NAV growth

H1 20 Highlights

Portfolio Update

Results H1 20

General Information

Appendix

Illustrative cost and profitability composition

~20-30%	Development margin	~€1.0-1.6bn target value
uplift

~50-60%	Cost of construction	€2.5-€3.0bn
construction cost
		(spent over 6-8 years)

~20%	Land value	~€1bn Landbank

(11 projects)

• Development profit to drive value creation
• Expected rent of €160-180m post construction of full landbank (at today's market rent)
  GDV ignores further potential for future value creation based on incremental rental growth of the new build-to-hold portfolio and asset value
• appreciations

Source: Company information, management estimates

Note: Values have been rounded for illustrative purposes, includes Grand Central Project, yet to be closed

Consus Real Estate AG	12

III. Financial Results H1 2020

Ostforum project in Leipzig forward sold to institutional investor with a GDV of €67m

III. H1 2020 Key Group Metrics

H1 20 Highlights

Portfolio Update

Results H1 20

General information

Appendix

Key Income Statement Figures

		H1 2019		H1 2020
Total		€210.3m		€613.6m
Income
Overall		€333.6m		€490.4m
Performance
Adjusted		€121.6m		€136.3m
EBITDA(1)
Financial Result		€(106.9)m		€(102.3)m
Consolidated Net		€4.4m		€9.2m
Income

Key Balance Sheet & Cash Flow Figures

		as of 30/06/2020
Net Debt		€2,617m
Market		€3.3bn
Gross Asset Value(1)
Prepayments		€914m
Received
Net Debt /
	7.3x
Adjusted EBITDA(2)
Net Debt /
	79%
Market GAV
Pro-forma Net Debt /
	63%
Pro-forma Market GAV(3)

1. Market GAV of the Consus property assets on 100% basis as estimated by management as of June 30, 2020, based off JLL valuation as at 31/12/2019 and costs incurred in H1 2020. Gröner transaction deconsolidated.
2. EBITDA adjusted for Purchase Price Allocation ("pre-PPA") and one-off expenses
3. Pro-formafor two upfront sales announced in May 2020

Consus Real Estate AG	14

III. LTM H1 2020 - Pro Forma Key Group Metrics

H1 20 Highlights

Portfolio Update

Results H1 20

FY 2019		H1 2020

LTM Adjusted		€344m		€359m
EBITDA(1)

		€2,700m		€2,617m
Net debt

Net debt / LTM		7.8x		7.3x
Adjusted EBITDA(1)

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

General Information

Appendix

• Underlying business delivering steady deleveraging
• Announced upfront sales drive substantial reduction in pro forma net debt
• • Includes impact of 25% minority stake acquisition
• Leverage will reduce further once impact of profit on sale included

Consus Real Estate AG	15

III. Pro forma Simplified Group Structure - H1 2020

H1 20 Highlights

Legend

Portfolio Update

Results H1 20

General Information

Appendix

Shareholder

Operating SPVs

Debt facility

Consus ownership

ADO / Adler

~65%

Estimated market

GAV(1) €3.3 billion

100.0%(2)

Consus RE

(formerly CG Gruppe)

SPVs

27 projects

Development and Construction

Net Debt: €963m

Other

shareholders

~35%

93.4%(3)

Consus Swiss Finance (former SSN Group)

SPVs

12 projects

Development and Construction

Net Debt: €1,000m

Senior Secured Notes: €450m

Convertible: €174m

Other debt: €31m

€75.8m of bond repayments following change of control in Q3 2020 (4)

Note: Simplified structure on a 100% basis. Net Debt as of 30 June 2020

1. Estimated Market GAV as of 30 June 2020; (2) Acquisition of 25% minority stake in Consus RE AG (3) 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 of SSN, Consus also acquired additional 38.9% of the shares in SG Development GmbH, resulting in Consus direct and indirect ownership of 86.5% (4) Change of control triggered repayments of €75.8m of Consus bonds, split as follows: 4% convertible bond €54.1m; 4.75% straight bond €21.7m

Consus Real Estate AG	16

IV. General information

ÜBerlin condominium project in Berlin with a GDV of €230m

IV. General Information

H1 20 Highlights

Portfolio Update

Results H1 20

General Information

Appendix

Consus Share

Share price development and shareholder structure

ISIN

WKN

Number of Shares

Market Segment

Stock Exchanges

Indices

Market cap.(2)

Analysts

DE000A2DA414

A2DA41

161.331.507

Deutsche Börse Scale

m:access

Xetra, München, Frankfurt

E&G-DIMAX

€ 1,170m

Baader Bank: €10.0 BUY

Hauck & A.: €8.50 BUY

SRC Research: €8.00 Accumulate

Deutsche Bank: €7.0 Hold

UBS: €7.00 Neutral

Financial Calendar

	ADO/Adler ~65% (3)	27 Aug 2020	H1 results publication
	Other shareholders ~35% (3)	15 Oct 2020	Virtual Consus Annual General Meeting

1. Bloomberg, Factset
2. As of Sep. 15, 2020
3. As of August 27, 2020

Consus Real Estate AG

18

18

V. Appendix

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

V. Recent transactions

H1 20 Highlights

Portfolio Update

Results H1 20

General Information

Appendix

GDV €2.3bn disposal to Gröner

GDV €2.0bn disposal to PICM

Upfront sale of 17 development projects with a GDV of € 2.3 billion

• Total transaction value of around €690 million
• Reduction in project debt of around €475 million
• Sale realized a double digit premium to market valuation
• The divested development projects primarily consist of projects located in non-core locations, including Karlsruhe, Erfurt and Leipzig, and with a greater proportion of commercial uses
• proportion of the remaining portfolio that has been forward sold, is under LOI or in negotiation for a forward sale will increase materially to 32%

Upfront sale of a 8 development projects with a GDV of €2.0 billion

• Reduction in project debt of around €390 million, thereof over €210 million in high cost mezzanine debt
• Sale results in material reduction in average interest rate to below 7.5%
• Sold at a premium to the market values
• Transaction details are confidential

• Assets sold have a significantly greater proportion planned for commercial uses and/or located in non-core locations
• Divested projects located in Bayreuth, Cologne, Hamburg, Munich, Offenbach and Passau.

	Forward sold proportion		Pro forma share of		Fully focussed on Top 9		Increased focus on		Transactions expected to
	of remaining portfolio		developments in Top 7		cities in Germany with pro		residential developments		close in Q3 2020
	rising materially to 32%		cities in Germany		forma 99% of portfolio		with pro forma 62%
			increased to 92%
					Consus Real Estate AG		20

V. Consolidated H1 2020 Financials - Income Statement

H1 20 Highlights

Portfolio Update

Results H1 20

General Information

Appendix

Income Statement

in k €	H1 2019		H1 2020
Income from letting activities	8,724		8,359
Income from real estate inventory disposed of	2,400	1.	339,697
Income from property development	192,099	2.	217,728
Income from service, maintenance and management activities	7,123		47,846
Total income	210,346		613,630
Change in project related inventory	123,281		-123,214
Overall performance	333,627		490,416
Expenses from letting activities	(4,840)		-3,120
Cost of materials	(168,073)		-291,524
Net income from the remeasurement of investment properties	8,403		-
Other operating income	8,482		10,961
Personnel expenses	(29,382)		-37,872
Other operating expenses	(31;628)		-47,943
EBITDA	116,589		120,919
Depreciation and amortization	(3,319)		-5,369
EBIT	113,270		115,550
Financial income	13,192		54,448
Financial expenses	(120,124)		-156,758
EBT	6,338		13,240
Income tax expenses	(1,910)		-3,995
Consolidated Net income	4,429		9,245

Adjusted EBITDA Bridge Q-o-Q / LTM

in k €	LTM	LTM	H1 2019	H1 2020
FY 2019	H1 2020
EBITDA	236,435	241,765	116,589	120,919
PPA Adjustments	66,007	64,776	2,522	1,291
One-off expenses	41,950	53,512	2,504	14,066
Adjusted EBITDA(1)	344,392	359,053 3.	121,615	136,276

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

Comments

1•. Significant income from disposed real estate inventory

2•. Income from property development underlines steady growth of development business

3.• LTM Adjusted EBITDA H1 2020 of €359.1m

Consus Real Estate AG	21

V. Consolidated H1 2020 Financials - Balance sheet: Assets

H1 20 Highlights

Portfolio Update

Results H1 20

General Information

Appendix

Current & Non-current Assets

in k €	FY 2019		H1 2020
Investment property	384,044	1.	97,932
Property, plant and equipment	11,076	10,175
Right-of-use assets	17,144		10,185
Goodwill	1,036,489		1,036,489
Other intangible assets	4,919		4,694
Investments accounted for using the equity method	21,046		20,725
Receivables from related parties	184		0
Financial assets	73,559		101,227
Other assets	194		195
Contract assets	13,856	2.	21,103
Total non-current assets	1,562,511		1,302,724
Inventories	2,472,621	1.	2,239,201
Trade and other receivables	41,663		399,046
Receivables from related parties	109,082		39,062
Tax receivables	11,572		6,515
Financial assets	31,101		60,705
Other assets	28,707		63,016
Contract assets	321,347	2.	372,301
Cash and cash equivalents	150,613	4.	103,284
Assets held for sale	26,100		26,100
Total current assets	3,192,805		3,309,229
Total assets	4,755,315		4,611,953

Comments

•1. Investment properties and Inventories reduced due to deconsolidation of Gröner upfront sale

•2. Contract asset growth as forward sales contracts continued to be performed

•3. WIP growth demonstrates continued expenditure on pre construction projects

•4. Cash decreased due to cash consumption in operations, which was higher than cash inflow from received prepayments and net proceeds from borrowings.

Consus Real Estate AG	22

V. Consolidated H1 2020 Financials - Balance sheet: Equity & Liabilities

H1 20 Highlights

Portfolio Update

Results H1 20

General Information

Appendix

Equity and liabilities

in k €	FY 2019		H1 2020
Subscribed capital	136,582		161,332
Capital reserves	877,132		1,099,882
Other reserves	- 81,606	-	199,873
Non-controlling interests	132,286		23,127
Total equity	1,064,394	1.	1,084,467
Financing liabilities	1,655,621	2.	1,439,549
Provisions	2,843		4,002
Prepayments received	27,500		72
Liabilities to related parties	27,500		-
Other liabilities	32,572		18,491
Contract liabilities	-		-
Deferred tax liabilities	111,232		50,668
Total non-current liabilities	1,829,767		1,512,781
Financing liabilities	1,194,880	2.	1,280,932
Provisions	7,426		6,433
Trade payables	97,576	3.	127,849
Liabilities to related parties	53,299		17,376
Tax payables	53,038	4.	55,302
Prepayments received	305,777	349,126
Other liabilities	95,993		167,028
Contract liabilities	53,166	5.	10,660
Total current liabilities	1,861,154		2,014,706
Total liabilities	3,690,921		3,527,486
Total equity & liabilities	4,755,315		4,611,953

Comments

1.• Total equity of 1,084 million increased in relation to the acquisition of the minority share in Consus RE AG.

2•. Net debt decreased by € 130 million

3•. Trade payables increased as work volume increases

•4. 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

•5. Contract liabilities: related to advances from customers prior to revenue being recognised

Consus Real Estate AG	23

V. Consolidated H1 2020 Cash Flow Statement

H1 20 Highlights

Portfolio Update

Results H1 20

General Information

Appendix

Cash flow

in k €	H1 2019		H1 2020
Profit (loss) before tax (after discontinued operations)	6,338		13,240
	-
Depreciation and amortisation	3,318		5,369
Depreciation and impairment of property, plant and equipment	1,572		2,412
Amortisation and impairment of intangible assets	60		594
Depreciation on right-of-use asset	1,686		2,363
Valuation gains on financial assets	-		-
Valuation gains on investment property	(8,403)		-
Financial expenses (income)	106,932		102,310
Financial income	(13,192)		(54,448)
Financial expenses	120,124		156,758
Other non cash adjustments	1,129		(56,247)
Other working capital adjustments	(97,046)		(142,525)
Decrease / (increase) in rent and other receivables	5,588		(291,921)
Decrease / (increase) prepayments, accrued income	1,638		(6,882)
Decrease/ (increase) in inventories and contract assets	(208,934)	1.	82,441
(Decrease) / increase in prepayments on development projects	77,891	92,778
Decrease in inventory property	(23,037)	2.	310,604
(Decrease) / increase in trade, other payables and accruals, contract	49,808		(329,546)
liabilities and other liabilities
Income tax paid	795		(4,316)
Net cash flow from operating activities	13,063		(82,170)
Net cash flow from investing activities	(163,517)	3.	(64,683)
Net cash flow financing activities	184,929	4.	99,524

Comments

1•. Net cash flow from operating activities decreased due to cash consumption in operations caused by increased building activities.

2•. The positive cash flow from the Gröner separation is expected in Q3 2020

3•. Net Cashflow from investing activities primarily reflects capex on development projects and the acquisition of new projects

4•. Financing cashflow is primarily impacted by net proceeds from borrowings and paid interest.

Consus Real Estate AG	24

V. Exposure to Germany's favourable housing conditions

Excellent business opportunity for residential developers

H1 20 Highlights

Portfolio Update

Results H1 20

General Information

Appendix

German Chancellor Angela Merkel

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

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

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

Demand of 3.2m new apartments until 2030

Source: Institut der deutschen Wirtschaft, July 2019

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

Strong and consistent rental price growth	Rent affordability remains healthy

110			Rental-price index			GDP growth	6,0%	New unit (70 sqm) price as a multiple of gross annual salary
												4,0%	Belgium	3,7
100												2,0%	Denmark	4,3
												Germany	5
												0,0%	Spain	5,4
90
												Austria	5,6
												-2,0%
80	No decline in rental prices in						-4,0%	Netherlands	5,8
	over 20 years across the							Italy	6,3
		economic cycle								-6,0%	Hungary	7,1
70	1997	1999	2001	2003	2005	2007	2009	2011	2013	2015	2017	-8,0%	Poland	7,5	9,8
1995	2018	France	8
													UK		(1)
Source: Destatis, EIU											Source: Deloitte Property Index 2018, Morgan Stanley Research

Consus Real Estate AG	25

V. Remaining Forward sale pipeline, self-funding with minimized development risks

H1 20 Highlights

Portfolio Update

Results H1 20

General Information

Appendix

Illustrative forward sales business model cash flow profile

Acquisition	Development /	Construction	Delivery	Cash flow
Forward sale

positive as

construction

starts

	20%
11%	Balanced
payments

5%	profile
Project cash flow breakeven

• First cash inflow as forward sale is entered into
• Target to become cash flow positive prior to construction start
• 90% of the cash inflows are received during the construction phase including payment for the land
• Small remaining payment at delivery

					60% 54%				Limited working
	-20%								capital
								consumption
			30%
	20%	5%			10%
					1%
								High
		Land Acquisition	Development /	Construction	Delivery	(1)		profitability
			Forward Sale
		Project Cash Collection		Project Cash Costs		Cumulated Project Cash Flow Margin

• Regular payments from buyers to cover construction costs
• Minimal working capital needs throughout the life of the project
• Targeted Adjusted EBITDA margin of 20% at delivery, with upside potential based on outperforming occupancy and rent levels achieved, and downside floor

(1) Delivery includes finalization of construction and tenancy

Consus Real Estate AG	26

V. Illustrative Example of the PPA adjustment mechanism

H1 20 Highlights

Portfolio Update

Results H1 20

General Information

Appendix

• 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

Illustration: Consus accounting for inventories acquired at CG Gruppe acquisition

• Margin for CG Gruppe: 10 + 10 = 20
• Cash inflow for CG Gruppe / Consus: 20
• Effective margin for Consus: 20 - 10 = 10

Key elements of PPA adjustment

10

50

60

50

10	120
	EBITDA reportable:
	10
	EBITDA pre-PPA
	(adjusted): 20

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

Consus Real Estate AG	27

Disclaimer

THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL.

This presentation ("Presentation") was prepared exclusively by Consus Real Estate AG ("Consus") solely for informational purposes and has not been independently verified and no representation or warranty, express or implied, is made or given by or on 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 or 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.

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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.

Consus Real Estate AG