Company Presentation Consus Real Estate AG

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Company Presentation Consus Real Estate AG
Company Presentation
Consus Real Estate AG
      July 2019
Company Presentation Consus Real Estate AG
Consus’ Management Board
A strong and proven management team

            Andreas Steyer     » Over 25 years operational and leadership experience in German real estate companies
            CEO                » Former CEO of publicly listed DEMIRE, expansion of buy-to-hold assets >€ 1bn
                               » Previously at Deka Immobilien and Partner at Ernst & Young Real Estate and Arthur Andersen
                                 Real Estate

            Benjamin Lee       » Over 25 years experience in the financial industry with 14 years at UBS (IB)
            CFO                » Previously at Aggregate Holdings, the majority shareholder of Consus
                               » 5 years of experience as board member and CFO of a publicly listed company

            Theo Gorens        » Several years of experience in the financial sector in Amsterdam and Frankfurt
            CRO / Deputy-CFO   » Formerly at ABN Amro / Fortis and Bethmann Bank
                               » Responsibilities at SSN included Finance, Business Development, Debt Advisory, Risk Management

                                         Consus Real Estate AG                                                                    2
Company Presentation Consus Real Estate AG
Titel

I. Overview

                                                Consus Real Estate AG
        Vitopia Kampus Kaiserlei in Frankfurt/Offenbach forward sold to institutional investor for a GDV of €60m
Company Presentation Consus Real Estate AG
I. 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
                                                                                                                                              €9.6bn GDV(1)                                      €2.7bn                                        €450m
▶     Strong market share in undersupplied German residential real estate market                                                                development                             GDV in forward sales
                                                                                                                                               portfolio across                                                                         Targeted Adjusted
      with focus on affordability                                                                                                                                                       volume contracted +
                                                                                                                                                64 projects                                     LOI(2)
                                                                                                                                                                                                                                         EBITDA(3) 2020
▶     Forward sale-oriented business model de-risks development, financing and exit

▶     Fully integrated real estate platform covering the entire value chain
                                                                                                                                                     ~20%                                                                                         3.0x
▶     Headquartered in Berlin with ~780 employees currently focused on                                                                   Targeted Medium-term                                   €3.07bn                              Targeted Medium-term
      construction and sales                                                                                                               Adjusted EBITDA                                    Market GAV(4)                           Net Debt / Adjusted
                                                                                                                                                margin                                                                                      EBITDA
▶     PF FY2018 Revenues of €656m and Adjusted EBITDA of €253m

 Development portfolio breakdown
                     Diversified across the top 9 cities in Germany                                                                                                                Focus on Forward Sales
                           Breakdown of the development portfolio by                       city(5)                                                                                Development portfolio breakdown
                                             Munich                Dresden
                                              5%                                                                                                                          Forward Sold(2)                               Condominiums
                        Dusseldorf                                   4%
                                                                                   Hamburg                                                                                    26%                                           20%
                           4%
                                                                                     20%
                     Cologne
                      11%
                                                                                                                                                                                                   GDV:
                                                      64 projects                                                                                                                                 €9.6bn(1)
                                                       in total(1)                 Stuttgart                                                                                                                                 Upfront sale/LOI signed
                             Leipzig
                                                                                     18%                                                                                                                                              18%
                              13%
                                                                                                                                                                  Target Forward Sales
                                                                                                                                                                          35%
                                        Frankfurt                    Berlin
                                          13%                         12%

(1) On a consolidated basis as of 31 March 2019; Includes three development projects of which the acquisition is signed but not yet closed; (2) As of 31 May 2019, incl. LOIs of €68m, LOIs under negotiation of €659m and pre-sold condominiums of €160m; (3) EBITDA pre
Purchase Price Allocation (PPA) and pre one-off costs; (4) Based on Market GAV of the Consus property assets on 100% basis as estimated by management as of 31/03/2019 (5) 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

                                                                                                               Consus Real Estate AG                                                                                                                                    4
Company Presentation Consus Real Estate AG
I. Key investment highlights

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

                   II.           Unique and flexible business model

                          III.     Robust development portfolio

                          IV.      Strong operational capabilities and track record

                   V.            Solid cash flow generation model and performance visibility

             VI.         Experienced management team

                                                  Consus Real Estate AG                                    5
Company Presentation Consus Real Estate AG
Titel

 II. Company highlights

                                         Consus Real Estate AG
          Cologneo I Corpus in Cologne forward sold to institutional investor for a GDV of €241m
Company Presentation Consus Real Estate AG
II. Exposure to Germany’s favourable macro conditions in
highly attractive locations in the strongest European economy
Germany as “safe haven” economy                                         Largest housing market in Europe                                                    Strong and consistent rental price growth

GDP CAGR 2008-2018                                                                        Forecast of total population per country in 2020 (m)                                           Rental-price index                        GDP growth
                                                                                                                                                            110                                                                                                6,0%
                                                                                          Forecast of total households per country in 2020 (m)
       1,3%         1,3%                                                    82,5                                                                                                                                                                               4,0%
                                                                                                                                                            100
                                                                                              67,3                                                                                                                                                             2,0%
                                                           1.0%                                               65,7
                                 0,9%                                                                                                                                                                                                                          0,0%
                                                                                                                             46,5                            90
                                                                                   41,5                                                                                                                                                                        ‐2,0%
                                                                                                     28,1            30,4
                                              0,4%                                                                                                                         No decline in rental prices                                                         ‐4,0%
                                                                                                                                                             80
                                                                                                                                    18,9    18,2                          in over 20 years across the
                                                                                                                                                                                economic cycle                                                                 ‐6,0%
                                                                                                                                                    8,0
                                                                                                                                                             70                                                                                                ‐8,0%

                                                                                                                                                                   1995

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                                                                                                                                                                                                                                                 2017
                                                                                                                                                                                                                                                        2018
                                                                 (1)        Germany               UK           France          Spain             EU   (1)
     Germany         UK         France       Spain          EU

Source: EIU                                                             Source: BMI                                                                         Source: Destatis, EIU

Lowest “risk free” rate in Europe                                       Strong rental culture; low home ownership                                           Rent affordability remains healthy
10-year government yield Mar-2019                                        Home ownership rate (%) (2017)                                                      Share of rent in disposable household income as
               Government debt (2017, % of GDP)                                                                                                              % of total (2017)
                                                                                                                              77,1%
                                                                                                                                                                                                                              32,1%
                                                                                                                                             69,3%
        64%          87%         98%          98%          82%
                                                                                                65,0%          64,4%                                                                    29,6%

                    1,1%                      1,1%
                                                           0,9%               51,4%                                                                                                                                                               24,7%

                                                                                                                                                                                                          22,6%
                                                                                                                                                                  20,6%
                                 0,4%

       0,0%

     Germany         UK         France       Spain          EU (2)          Germany               UK           France          Spain             EU (1)        Germany                   UK               France               Spain                    EU (1)
Source: EIU, Bloomberg as of 21 Mar 2019                                 Source: Eurostat                                                                   Source: Eurostat

(1) Average based on 28 EU member countries; (2) Average based on 25 EU member countries excluding Estonia, Luxembourg and Malta

                                                                                               Consus Real Estate AG                                                                                                                                                   7
Company Presentation Consus Real Estate AG
II. Exposure to Germany’s favourable macro conditions
Excellent business opportunity for residential developers

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

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

                                                 Demand of 1.5m units with c. 300bn GDV(1) in next 4 years

Supply mismatch led to rising rents and declining vacancies(2)                                                      …and provides market opportunities for developers(4)

» Residential market is highly undersupplied due to population growth                                             » Since 2015 apartment prices exceed construction costs for the first
  and low development activities                                                                                    time since reunification in Germany making it more attractive for
                                                                                                                    developers
» With c. 285,000 completed apartments in 2017, supply is still below
                                                                                                                  » Due to reluctance against homeownership in Germany, property prices
  the annual requirement of c. 400,000 apartments(3)
                                                                                                                    have stagnated/partly decreased for almost two decades (1995-2015)
                                                                                                                  » Development sector is highly fragmented in Germany, with limited
                                                                                                                    large scale companies

(1) Based   on estimated average price of €200k per unit   (2) Empirica,   CBRE; (3) Welt.de – Real Estate;   (4) Statistisches   Bundesamt, Savills, UBS Research, Destatis/Empirica

                                                                                           Consus Real Estate AG                                                                          8
Company Presentation Consus Real Estate AG
II. Unique and flexible business model
Core business model consists of forward sales to institutional purchasers

                I.                                                       II.                                                      III.                                   IV.                Post building

                     Buy                                                       Plan                                                      Sell                              Build               permit,
                                                                                                                                                                                             construction
                      Plots                                                                                                                                                    & Deliver     phase takes
                                                                               Project                                                   Forward
                                                                                                                                                                                            ~24-36months

  I                                                         II.                                                       III.                                       IV.
                                                                   Finalize the project and obtain                                                                       Construction begins after
                                                                                                                               Prior to starting construction,         completion of the forward-sale
       Consus acquires land plots and                              building permits for residential
                                                                                                                               projects are forward-sold to            and is paid on the basis of pre-
       lays out overall project structure                          developments with commercial                                                                         agreed milestones over the
                                                                                                                                  institutional purchasers
                                                                              potential                                                                                      construction period

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

                     Development portfolio
                                                                                      Forward sales model targeting a cash flow positive profile as soon as the first
                                                   80% with forward                    payment is received
                                                    sales approach
                                                                                      Flexibility to optimise development pipeline based on local demand
                              GDV:
                             €9.6bn(1)                                                Reduced requirement for capital due to early capital recycling

                                                                                      Minimize “lock-in” period of equity investment given forward sale business model

(1) On a consolidated basis as of 31 March 2019; Includes three development projects of which the acquisition is signed but not yet closed

                                                                                                 Consus Real Estate AG                                                                                    9
Company Presentation Consus Real Estate AG
II. Unique and flexible business model
 Condominiums sold to retail purchasers complement the core business model

                 I.                                                       II.                                                      III.                                    IV.               Post building

                      Buy                                                       Plan                                                                                         Build              permit,

                       Plots
                                                                                                                                          Sell                                   & Deliver
                                                                                                                                                                                              construction
                                                                                                                                                                                              phase takes
                                                                                Project                                                                                                      ~24-36months

   I                                                         II.                                                       III.                                      IV.
                                                                                                                                                                       Significant amount of construction
                                                                                                                              Condominium units sold to retail
        Consus acquires land plots and                               Finalize the project and obtain                                                                   cost covered by regular payments
                                                                                                                              purchasers with higher margins
        lays out overall project structure                                  building permits                                                                            with final instalment received at
                                                                                                                                compared to forward sales
                                                                                                                                                                                    completion

   Business model for Condominium projects

                      Development portfolio                         Complements the core business model as condominiums are often a part of larger quartier
                                                                     developments
  20% with
condominium                                                         Pre-defined payment schedule with typical 30% payment upfront and pre-agreed payment
    sales                                                            milestones
  approach
                               GDV:
                              €9.6bn(1)
                                                                    Favourable legal framework with the customer liable in full for the scheduled payments unless
                                                                     incurred during personal bankruptcy

                                                                    Majority of construction costs can be covered by financing secured on the customer’s payments

                                                                    Focused on higher value properties where materially higher pricing obtained through to retail sales
 (1) On a consolidated basis as of 31 March 2019; Includes three development projects of which the acquisition is signed but not yet closed

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II. Solid cash flow generation model and performance visibility
Consus developments become cash flow positive prior to construction start

Illustrative forward sales business model cash flow profile
                                          Development /
      Acquisition                                                         Construction           Delivery                Cash flow       First cash inflow as forward sale is
                                          Forward sale
                                                                                                                         positive as      entered into
                                                                                                                        construction     Projects become cash flow positive prior
                                                                                                                           starts         to construction start

                                                                                                    20%
                                                                                                                         Balanced        90% of the cash inflows are received
                                                                                 11%                                     payments         during the construction phase
                                                                                                                          profile        Small remaining payment at delivery
                                                          5%
 Project cash flow breakeven

                                                                             60%                                          Limited        Regular payments from buyers to cover
                                                                                   54%                                    working         construction costs
                -20%                                                                                                       capital       Minimal working capital needs
                                                                                                                        consumption       throughout the life of the project
                                                   30%
                       20%
                                                                                                 10%
                                                                 5%                                                                      Targeted Adjusted EBITDA margin of
                                                                                                         1%
                                                                                                                           High           20% at delivery, with upside potential
      Land Acquisition                          Development /               Construction           Delivery (1)         profitability     based on outperforming occupancy and
                                                Forward Sale                                                                              rent levels achieved

         Project Cash Collection                            Project Cash Costs     Cumulated Project Cash Flow Margin

(1) Delivery includes finalization of construction and tenancy

                                                                                           Consus Real Estate AG                                                                 11
II. Unique and Flexible Forward Sales Business Model

Portfolio with increased share of Forward Sales                                                                  Key advantages of the forward sale business model

                                                                                                                       Faster project development through high volume sales to institutional
             Outright sale/- LOI signed                                                                                 purchasers
                        18%
                                                                                                                       Well balanced projects’ cash flows through development milestones

                                                                                                                       Future upside from rental increases built in the forward sale agreements
                                                                        Target Forward Sales
Condominium strategy                      GDV:                                  35%
       20%
                                         €9.6bn(1)                                                                     Stable and broad relationships with authorities as institutional purchasers
                                                                                                                        are “good landlords” focused on middle-income tenants

                                                                                                                      Institutional purchasers in 2018 + 2019 YTD

         Forward Sold(2)
             26%

                                             Condo sales
                                                 6%
                            LOI signed
                                3%

              LOI under                                                       €2.7bn YTD
              negotiation
                 20%                     €2.5bn(2)                        (28% of total GDV)

                                                                Forward sold
                                                                    71%

(1)   As of March 31, 2019, Includes three projects signed but not yet closed. On a 100% basis
(2)   Incl. LOIs of €68m and LOI under negotiation of €498m and pre-sold condominiums of €151m as of March 31, 2019

                                                                                            Consus Real Estate AG                                                                                  12
II. Unique and flexible business model
Bottom-up approach to forward sale price negotiation aims to lock-in profitability

 Ability to budget project costs enables upside potential                                                    Indicative cost and profit structure
                                                                                                              Illustrative example
I
                                                                                                                                         Further upside             IV
                       » Broad network with strong access to municipalities and key decision makers
    Land acquisition                                                                                                    20% Targeted Adjusted
      access and       » Well established market player with robust reputation                                             EBITDA margin
       sourcing                                                                                                    I
                       » Ability to develop complex large-scale projects with quartier / phasing approach                                               III

II
                       » Focus on turnkey contracts with 3rd party contractors minimising cost over-runs
                         where possible
     Re-development
      potential with                                                                                            Land      Planning     Other     Contracted        Rent
                       » Integrated development platform with in-house development capabilities,              acquisition   costs      costs     cash inflow      upside
     minimized cost
                         facilitates re-development owing to lack of such competences in the market             costs                                            potential
       overrun risk
                                                                                                                           Construction costs   II
                       » Up to 30% construction costs future reduction potential through digitalization
                                                                                                             Indicative overview of cost structure
III
                                                                                                              Illustrative example
IV                     » “Minimum price” forward sale contract with institutional purchasers targeted to                                        Land acquisition
      Contractually
                         fully cover the construction costs                                                                                          costs:
         agreed                                                                                               Construction                          19-25%
      cash inflows                                                                                                costs
                       » Contracts structured to provide upside from rent increases upon construction        (excl. planning)
          with
                                                                                                                                                      Planning costs
       significant       completion/renting of finished projects
                                                                                                                                                           15% of
       rent upside                                                                                                                                   Total Construction
        potential                                                                                           Total Construction
                       » Capitalize on potential operational synergies through accretive acquisitions                                                       costs
                                                                                                                  costs:
                                                                                                                  75-81%

                                                                     Consus Real Estate AG                                                                                13
II. Robust development portfolio
A sizeable €9.6bn GDV portfolio still in ramp-up phase

   Consus has achieved a sizeable portfolio of projects....                                                           Investment criteria

      €bn                                                                  (1) (2)                       (3)
 10                                                                  9.6                           1,0
                                                                                                                           Asset             » Standardised rental apartment blocks and integrated
                                                                                     ‐ 0,9                                 class               residential and commercial developments (“Quartier”)
  8                                                    3,5
                                         0,9
  6                      0,7

  4                                                                                                                      Location            » Focus on top 9 German cities

  2         4,6

  0
        GDV as of       Organic        Organic        SSN         GDV as of        Closing         New                      Size             » Standardised 100+ apartments
        Dec 2017      acquisitions   acquisitions   acquisition   March 2019     upfront sale   acquisitions
                       H1 2018        H2 2018                                        Q3            YTD

        ....still in ramp-up phase as of March 31, 2019
                                                                                                                         Forward
                                                                                                                                             » Forward sale to institutional purchasers, with target of
                                               Development portfolio                                                       sale
                                                                                                                                               forward selling price agreed before start of construction
                                                                                                                          focus
                                                                        30% under construction
                                                                           (~40-50% target)
                                                     GDV:
                                                    €9.6bn(1)                                                                                » Sized for demand (1-2 bedroom with 50-70m2) +
                                                                                                                         Lot Size
                                                                                                                                               VauVau concept at around approx. 50m2

(1) As of March 31, 2019, Includes three projects signed but not yet closed. On a 100% basis (2) Post GDV reduction by €122m through sales of Xberg and HAU BT 4-6 in December 2018 (3) Includes three new acquisitions of
Duesseldorf, Benrather Gärten with a GDV of €763m, Cologne Area, Wachendorff Quartier with a GDV of €147m and Erfurt, Braugold with a GDV of €82m

                                                                                                Consus Real Estate AG                                                                                                        14
II. Robust development portfolio
Strong existing development portfolio in top 9 German cities
Strong footprint in Germany’s top economic regions – 64 projects with GDV of € 9.6bn(1)

 Hamburg                                                                                                                                                              Berlin
 GDV in €m:                                              1,930                                                                                                        GDV in €m:                                          1,177
 Area in k m²:                                             369                                                                                                        Area in k m²:                                         198
 Avg. Sales Price:                                       5.231                                                   Hamburg                                              Avg. Sales Price:                                   5.183
 % of total GDV:                                          20%                                                                                                         % of total GDV:                                      12%
 Projects:                                                    6                                                                                                       Projects:                                                9
                                                                                                                                         Berlin
 Dusseldorf/Dortmund                                                                                                                                                  Leipzig/Erfurt
 GDV in €m:                                                369                                                                                                        GDV in €m:                                          1,277
 Area in k m²:                                              65                                                                         Dresden                        Area in k m²:                                         536
                                                                                          Dusseldorf
 Avg. Sales Price:                                       5.685                                                                                                        Avg. Sales Price:                                   2.390
                                                                                              Cologne                               Leipzig
 % of total GDV:                                           4%                                                                                                         % of total GDV:                                      13%
                                                                                                        Frankfurt
 Projects:                                                  4                                                                                                         Projects:                                               17
Cologne/Aachen                                                                                                                                                        Dresden
 GDV in €m:                                                999                                                                                                        GDV in €m:                                            416
 Area in k m²:                                             209                                                                                                        Area in k m²:                                           93
                                                                                                          Stuttgart
 Avg. Sales Price:                                       4.772                                                                                                        Avg. Sales Price:                                   4.496
 % of total GDV:                                          10%                                                                                                         % of total GDV:                                        4%
                                                                                                                                Munich
 Projects:                                                    5                                                                                                       Projects:                                               6

Frankfurt/Offenbach                                                                 Munich                                                                            Stuttgart/Karlsruhe
 GDV in €m:                                              1,238                      GDV in €m:                                                478                     GDV in €m:                                          1,720
 Area in k m²:                                             173                      Area in k m²:                                              67                     Area in k m²:                                         364
 Avg. Sales Price:                                       7.154                      Avg. Sales Price:                                     7.078                       Avg. Sales Price:                                   4.718
 % of total GDV:                                          13%                       % of total GDV:                                           5%                      % of total GDV:                                      18%
 Projects:                                                    7                     Projects:                                                  3                      Projects:                                                7

                                       Consus has a flexible portfolio extending until 2026 under the current business plan
(1) ) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed; 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

                                                                                                  Consus Real Estate AG                                                                                                                   15
II. Contracted & Planned Forward Sales and Acquisitions

Consus continues to execute on forward sales pipeline and demonstrates ability to
source attractive projects                                                                                                                                            Total

                                                                                                                                                              Q4 2018
                                                                                                                                                              Forward sales signed
  Q4’18*
                                                                                                                                                              c. € 435m
            Cologne | € 241m                          Mannheim | € 95m                         Frankfurt area | € 60m              Dresden | € 38m

                                                                                                                                                              Q1 2019
                                                                                                                                                              Forward sales signed
  Q1’19*
                                                                                                                                                              c. € 180m
            Leipzig | € 57m                           Berlin,|GDV
                                                      Berlin  € 68m
                                                                  of € 68m                     Leipzig | € 884m                    Leipzig | € 39m

                                                                                                                                                              YTD
                                                                                                                                                              Newly signed
 Acqui-
                                                                                                                                                              acquisitions
 sitions*
            Dusseldorf | € 763m                       Cologne Area | € 147m                    Erfurt | € 82m                                                 c. € 993m

                                                                                                Real estate market update: Berlin Senate                      YTD
                                                                                                approves outline for freezing rental prices for five          New in negotiation

   YTD*                                                                                         years – not expected to have material impact on               c. € 230m
                                                                                                Consus business model due to focus on new built
            Hamburg | € 101m                          Dusseldorf | € 125m                       residential

            * All figures reflect planned Gross development volume (GDV) in €m; Color codes:   Forward Sale       in negotiation        Upfront sale   Acquisition

                                                                                  Consus Real Estate AG                                                                            16
II. Strong operational capabilities and track record
      Competitive advantage through digitalisation

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

I
                                 » Building Information Modelling (BIM): 6 dimensional approach to construction
                                   processes                                                                                  Save up to 6 months in the
      Introduction
                                                                                                                               development timeline(1)
          of new
                                     » 2D = Architectural planning; 3D = Digital 3D plan; 4D = Time; 5D = Cost;
        building                       6D = Lifecycle
       standards
                                 » Reduced procurement costs via direct supply chain management

II                                                                                                                                  Reduce labour
                                                                                                                                 costs per m2/ concrete
         Digital
                                 » Digitalized offering to include component catalogue, procurement platform, floor plan
      construction                 generator and configurator
           and
      development                    » Further supported by the recent acquisition of the PropTech company DIPLAN
        platform
                                                                                                                             Wall units up to 30% cheaper
                                                                                                                              than market price level(1)
III

                                 » Setting up a highly automated pre-fabrication plant in Erfurt in partnership with
    Pre-fabrication                European Modular Constructions GmbH
      operations
                                     » Plant will be one of Europe’s largest for construction elements                      Ability to pre-fabricate wall and
     with partner                                                                                                          ceiling units for ~1,950 residential
                                     » Targeted to start production in 2020 with focus on massive concrete parts                     units per year(1)

                Full digitalization expected to be implemented by the end of 2020 with 20 development projects already using BIM

      (1)   Based on management estimates

                                                                                   Consus Real Estate AG                                                          17
Titel

III. Financials

                                   Consus Real Estate AG
                  ÜBerlin condominium project in Berlin with a GDV of €205m
III. FY2018 Key group metrics

Key Income Statement Figures                                                                                 Key Balance Sheet & Cash Flow Figures

                                  Consus Reported                          Consus PF SSN                                               Consus Reported

                                                                                                                      Net Debt                       €2,104m
         Total
                                            €615m                                     €656m
        Income

                                                                                                                Gross Asset Value                    €2,395m

      Adjusted
                                            €204m                                     €253m
      EBITDA(1)                                                                                                      Operating
                                                                                                                                                     €132m
                                                                                                                     Cash Flow

                                                                                                                    Prepayments
                                                                                                                                                     €356m
                                                                                                                      Received
 Financial Result                          €(117)m                                   €(198)m

                                                                                                                     Net Debt /
                                                                                                                    PF Adjusted                       8.3x
                                                                                                                     EBITDA(1)

   Consolidated
                                              €1m                                    €(24)m(2)                      PF Adjusted
    Net Income
                                                                                                                     EBITDA(1) /                      1.2x
                                                                                                                      Interest
(1) EBITDA adjusted for Purchase Price Allocation (“pre-PPA”) and one-off expenses
(2) Net Income adjusted for Purchase Price Allocation and one-off expenses of €73m

                                                                                            Consus Real Estate AG                                              19
III. Q1 2019 Key Group Metrics

Key Income Statement Figures                                                                               Key Balance Sheet & Cash Flow Figures

                                          Q1 2018                                    Q1 2019                                         as of 03/31/2019

                                                                                                                    Net Debt                       €2,171m
         Total
                                            €87.1m                                   €118.4m
        Income

                                                                                                                   Market
                                                                                                                                                   €3,067m
                                                                                                              Gross Asset Value

      Adjusted
                                            €38.9m                                    €46.1m
      EBITDA(1)                                                                                                    Operating
                                                                                                                                                   €(19.2)m
                                                                                                                   Cash Flow

                                                                                                                  Prepayments
                                                                                                                                                   €52.2m
                                                                                                                    Received
 Financial Result                          €(20.1)m                                  €(39.6)m

                                                                                                                   Net Debt /
                                                                                                                  PF Adjusted                        8.3x
                                                                                                                   EBITDA(1)

   Consolidated
                                             €4.9m                                    €(9.9)m
    Net Income                                                                                                     Net Debt /
                                                                                                                                                     71%
                                                                                                                  Market GAV

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

                                                                                          Consus Real Estate AG                                               20
III. Solid cash flow generation model and performance visibility
   Strong visibility on future performance
The forward sales and condominium business models allow for strong cash flow visibility, while minimising development risk
                                               I                                                                                          03/31/2019         YTD
                                                   » Letter of intent in negotiation with institutional purchasers

                            Letter of intent       » Expected to be converted in signed letter of intent within 3-6 months and           8        ~€500m    ~€660m
                                   in                in signed forward sale agreements within 6-12 months
                                                                                                                                      projects     GDV       GDV
                             negotiation
 institutional purchasers

                                           II      » Two additional LOIs in negotiation increasing the total to 10 projects
      Projects sold to

                                                   » Signed letter of intent with institutional purchasers, expected to be               1         ~€70m    ~€70m
                                                     converted into forward sale agreements within 3-6 months                         project       GDV      GDV
                            Letter of intent
                                signed

                                           III
                                                   » Signed binding agreements between Consus and institutional purchasers

                                                   » Up to c.30% upfront cash payment received upon signing                              18       ~€1,800   ~€1,800
                            Forward Sales                                                                                             projects    m GDV     m GDV
                                                   » Future cash inflows under forward sale agreements upon achieving
                                Signed               defined milestone

                                           IV      » Signed projects sold to retail purchasers rather than institutional purchasers
 Units sold to

                             Condo Sales           » 30% upfront payment received on signing up forward purchasers for the               6        ~€150m    ~€160m
     retail

                                                     condominium                                                                      projects     GDV       GDV
                                Started
                                                   » Focused on higher value properties where materially higher prices can be
                                                     achieved from retail sales
                              €2.7bn GDV forward sold or under LOI YTD allows for strong visibility on future                              €2.5 bn (1)      €2.7 bn
                                                             performance
    (1) As of 31 Mar 2019, incl. LOIs of €68m; LOIs under negotiation of €498m and pre-sold condominiums of €151m

                                                                                                 Consus Real Estate AG                                             21
III. Financing strategy
 Evolving towards a cheaper and more flexible capital structure
                                                  Corporate
                           Consus                     level             Corporate level debt            Currently represents c.25% of total indebtedness

                                                 Project level                              Evolve towards a mature financing strategy by refinancing
                                                                                            project level debt with corporate level debt

           CG Gruppe                      SSN
                                                                         Project level debt
                                                                       senior, junior, or mezzanine     Currently represents c.75% of total indebtedness

   SPV          SPV     SPV      SPV      SPV       SPV

Successful placement of rated EUR 400m inaugural Bond…                  …initial step towards long-term financing strategy
Issuer                » CONSUS Real Estate AG
                                                                        » Proceeds to refinance acquisition facility for SSN, make final payments on
Issue                 » Senior Secured Notes                              the agreement to increase stake in CG to 75% on a fully diluted basis,
Currency              » EUR                                               refinance short term shareholder loans and expensive junior debt
Amount                » 400m                                            » Bond ratings from S&P and Fitch of B-/B and company ratings of B/B (stable
Maturity              » May 15, 2024 (5 years)                            outlook)
Coupon                » 9.625%                                          » Strong commitment to reduce junior debt at the project level and increasing
Call protection       » NC2 (50%, 25%, par)                               the group level debt
Corporate rating      » B/B                                             » Consus with stronger access to capital markets, evolution of financing
Issue rating          » B- / B                                            structure will provide further strategic flexibility towards reaching our mid-
                                                                          term target to deleverage our balance sheet and decrease avg. cost of debt
Distribution          » RegS / 144a
Governing law         » New York law

                         Consus financial targets: reduce the avg. interest rate by 200bps and delever
                                      to Net debt/Adj. EBITDA 3.0X in the medium term

                                                                 Consus Real Estate AG                                                                     22
III. Development in 2019 as expected - Guidance for 2020 confirmed

Overview of Key Financials                                                                                          Comments

                                                                                                                        » Total amount of projects of 64 with a development
                                                                                                                          timeline until 2026
 Gross Development Volume
                                                            » €9.6bn in total
          (GDV)(1)                                                                                                            » GDV going forward influenced by timings of
                                                                                                                                acquisitions and disposals

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

      Target Medium-term Net                                                                                            » Deleveraging planned following acquisitions and
                                                            » ~ 3x
      Debt / Adjusted EBITDA                                                                                              upfront sales

            Target Adjusted                                                                                             » Expected tax rate ~30%
                                                            » c. 20%
            EBITDA margin

(1)   As of 31 March 2019, Includes three projects signed but not yet closed. On a 100% basis

                                                                                                Consus Real Estate AG                                                       23
III. Excellent business opportunity for residential developers

                     Consus with perfect positioning to benefit from unprecedented market opportunity

 1.                                                    2.                                    3.

      Consus is the leading residential                     Emphasis on affordable housing        Focusing on large quartier
          developer in Germany                                for middle-income families               developments

 4.                                                    5.                                    6.

   Covering the complete value chain                      Setting up automated pre-          De-risked Forward sales business
     opposed to other developers                          fabrication of construction        model allows for efficient capital
                                                        modules in partnership with EMC                  recycling

* Based on estimated average price of €200k per unit

                                                                 Consus Real Estate AG                                            24
Titel

 IV. Appendix

                                       Consus Real Estate AG
           Quartier Hoym in Dresden forward sold to institutional investor for a GDV of €141m
IV. Consus is the leading real estate developer
in Germany’s top 9 cities
The leading property developer in Germany’s top 9 cities(1)                                                            Footprint in Germany further enhanced by the acquisition of SSN

                                    (1)
                          Consus                                                                                                     Hamburg
                                                                                                                                                                            Area 369 km²                          Area 364 km²
                                                                                                                                                                #1                                     #2
                                                                                                                                                    Berlin                  €1,930m GDV             Stuttgart     €1,720m GDV
                    Zech Group                                                                                                                                Hamburg
                                                                                                                                                                            20% of total GDV                      18% of total GDV
                                                                                                                        Dusseldorf                Dresden
                          Instone                                                                                        Cologne                 Leipzig
                                                                                                                              Frankfurt

                          Bonava                                                                                                                                            Area 198 km²                            Area 536 km²
                                                                                                                                                                                                         #4
                                                                                                                                                                 #3         €1,176m GDV                             €1,277m GDV
                                                                                                                                  Stuttgart                                                            Leipzig
                                                                                                                                                                Berlin                                              13% of total GDV
                                                                                                                                                                            12% of total GDV
                              BPD                                       Development area (‘000 sqm)                                            Munich

                                                                                                                                                                                      CG                      SSN
               Groß & Partner
                                                                                                                                               Significant increase in development activities through SSN acquisition

                         Pandion
                                                                                                                                               A leading development platform in Germany
                  PROJECT PI                                                                                                                   Excellent portfolio fit, enhancing Consus’ German
                                                                                                                         SSN                    footprint
                           Büschl                                                                                     acquisition              Attractive land plots in Germany’s top metropolitan
                                                                                                                       rationale                areas
                                      0            500           1.000          1.500         2.000                                            Strategic fit of SSN forward sales business model
          in m2 ’000s
                                                                                                                                               Significant synergy potential
Note: Bulwiengesa Projektentwicklerstudie Top 9 Cities in Germany as of 21 Mar 2019

(1)   Bulwiengesa study based on projects until 2023; Consus’ long-term projects that will be completed after 2023 such as Hamburg Holsten and Stuttgart Vaihingen are not included; Current Consus total development area of 2.1m m2

                                                                                               Consus Real Estate AG                                                                                                           26
IV. Consolidated Q1 2019 Financials – Income Statement
Income Statement                                                                                                                     Comments
                                                                                                               Reported

                                                                                                                                     1.• Revenue of €118.4 million reflected
in k €                                                                                              Q1 2018               Q1 2019
Income from letting activities                                                                       11,398                 3,342         progress in development including two
Income from property development                                                                     75,661               113,788         institutional forward sales
Income from service, maintenance and management activities                                              -                   1,282
Total income                                                                                         87,059      1.       118,413
                                                                                                                                     2.• Change in project related inventory
Change in project related inventory                                                                   1,280                13,649
                                                                                                                                          provides net impact of positive project
Overall performance                                                                                  88,339       2.      132,062
                                                                                                                                          development pre sale and negative
Expenses from letting activities                                                                     (3,869)               (2,389)
Cost of materials                                                                                   (37,621)              (69,553)        impact of forward sales
                                                                                                                 3.
Other operating income                                                                                 986                  5,203
Personnel expenses                                                                                   (6,720)      3.      (13,822)   3.• Growth in costs reflects growth in
Other operating expenses                                                                            (12,558)      3.      (24,630)        business including SSN acquisition and
EBITDA                                                                                               28,557       4.       26,869         corporate transactions
Depreciation and amortization                                                                         (513)                (1,470)
EBIT                                                                                                 28,044       4.       25,400
Financial income                                                                                      6,047                11,813    4.• Reported figures depressed by PPA
Financial expenses                                                                                  (26,128)              (51,401)        impact of €18.1m
                                                                                                                 5.
EBT                                                                                                   7,963               (14,188)
                                                                                                                                     5.• Financial expenses reflect acquisition of
Income tax expenses                                                                                  (3,068)                4,257
Consolidated Net income                                                                               4,894      4.        (9,932)        SSN. Financial income positively
                                                                                                                                          impacted by accounting for convertible
Adjusted EBITDA Bridge Q-o-Q / LTM pro forma                                                                                              bond
                                                                            LTM pro forma

in k €
                                                                   LTM                 LTM
                                                                                                    Q1 2018            Q1 2019        •
                                                                                                                                     6.
                                                                                                                                          Last 12 months (LTM) Adjusted EBITDA
                                                                 Q4 2018             Q1 2019                                              increased, including PPA adjustments
EBITDA                                                           155,470             143,806         40,693               26,869          from forward sales
PPA Adjustments                                                   82,262             102,123         (1,747)              18,114
One-off expenses                                                  15,458              14,366           215                1.088
Adjusted EBITDA(1)                                               253,190 6.          260,295         38,946               46,071

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

                                                                                            Consus Real Estate AG                                                                   27
IV. Consolidated Q1 2019 Financials – Balance sheet: Assets

Current & Non-current Assets                                                         Comments
in k €                                                 FY 2018 1         Q1 2019     •1.   Investment properties increased due to
                                                        328,027          334,493           capex spend
Investment property
                                                                   1.
Property, plant and equipment                            8,771               9,344   •2.   Right of use asset reflects new IFRS 16
                                                                                           lease accounting standard
Right of use asset                                         -       2.    11,597
Goodwill                                               1,032,480        1,032,552    •3.   Work-in-progress reflects net impact of
                                                                                           project development pre-sale and
Other intangible assets                                  6,158               5,971         reclassification impact of forward sales
Investments accounted for using the equity method       21,590           20,573
                                                                                     •4. Contract assets increased materially
Financial assets                                        10,037           10,637          through initial forward sales and further
Contract assets                                         237,882    4.    224.547         construction on projects forward sold
Total non-current assets                               1,644,944        1,649,715
Work-in-progress incl. acquired land and buildings     1,826,022   3.   1,880,232
Trade and other receivables                             53,933           46,617
Receivables from related parties                        62,853           61,275
Tax receivables                                         8,644            7,175
Financial assets                                        38,439           39,407
Other assets                                            15,499           16,895
Contract assets                                           190      4.    55,235
Cash and cash equivalents                               91,603           68,968
Assets held for sale                                     1,329            1,329
Total current assets                                   2,098,511        2,177,133
Total assets                                           3,743,455        3,826,848

(1) Adjusted due to IFRS 16 and update on IAS 23

                                                     Consus Real Estate AG                                                        28
IV. Consolidated Q1 2019 Financials –
Balance sheet: Equity & Liabilities

Equity and liabilities                                                             Comments
in k €                                               FY 2018 1         Q1 2019
                                                                                   1.• Total equity of €1,164m
Subscribed capital                                    134,040          134,527
Capital reserves                                      904,233          907,464     2.• Gross debt and net debt were €2,240m
                                                     (28,477)          (34,689)        and €2,171m respectively
Other reserves
Non-controlling interest                              151,629          147,165
                                                     1,161,425   1.   1,154,466    3.• Liabilities to related parties include
Total equity                                                                           €40m shareholder loan from Aggregate,
Financing liabilities                                1,049,150   2.   1,071,672        which was exchanged as part of the
Provisions                                             1,712               1,772       bond issue
Other liabilities                                     15,017           44,555
                                                         -             32,096      4.• Contract liabilities of €32.1m reflect
Contract liabilities                                             4.                    prepayments received before revenue
Deferred tax liabilities                              113,900          110,748         recognised
Total non-current liabilities                        1,179,779        1,260,843
Financing liabilities                                1,146,374   2.   1,168,588    5.• Trade payables increase reflects
Provisions                                             4,735               4,606       increase in construction activity

Trade payables                                        41,913     5.    65,943
Liabilities to related parties                        43,196     3.    56,891
Tax payables                                          44,389           43,993
Other liabilities                                     75,771           71,518
Contract liabilities                                  45,872     4.          -
Total current liabilities                            1,402,251        1,411,539
Total liabilities                                    2,582,030        2,672,382
Total equity & liabilities                           3,743,455        3,826,848

(1) Adjusted due to IFRS 16 and update on IAS 23

                                                   Consus Real Estate AG                                                        29
IV. Consolidated Q1 2019 Cash Flow Statement
Cash flow                                                                                         Comments
in k €                                                                Q1 2018         Q1 2019     1.• Limited deprecation and amortisation as
                                                                                                       business driven by inventory
Profit (loss) before tax                                               7,963          (14,188)
Depreciation and amortisation                                           513      1.     1,470
   Depreciation and impairment of property, plant and equipment        513               892      2.• Material portion of interest is accrued
   Amortisation and impairment of intangible assets                      -                23
   Depreciation on right-of-use asset                                                    555       •
                                                                                                  3.
                                                                                                       Working capital movement impacted by
Financial expenses (income)                                           20,081           39,588          increase in contract assets not being
   Financial income                                                   (6,047)         (11,813)         matched by prepayments in this quarter
   Financial expenses                                                 26,128     2.    51,401
Other non cash adjustments                                            (2,869)          (2,025)    4.• Investing activities primarily refer to
Other working capital adjustments                                     94,462          (44,170)         investment properties
   Decrease / (increase) in rent and other receivables                38,479           11,522
   Decrease / (increase) prepayments, accrued income and other
                                                                      (8,959)          (1,182)    5.• Net cashflow from financing broadly
   assets                                                                                              neutral
   Decrease/ (increase) in inventories and contractual assets         (26,976)   3.   (135,670)
   (Decrease) / increase in prepayments                                86,452          52,215
   Decrease in inventory property                                         -            (6,467)
   (Decrease) / increase in trade, other payables and accruals,
                                                                       5,465           35,410
   contractual liabilities and other liabilities
Income tax paid                                                       (1,526)           117
Net cash flow from operating activities                               86,121          (19,209)

Net cash flow from investing activities                               (9,179)    4.   (10,421)

Net cash flow financing activities                                    (99,580)   5.    6,859

                                                                  Consus Real Estate AG                                                         30
IV. Overview of Group Debt and Financing Costs

Gross debt evolution                                                                                                      Q1 2019 Gross debt by entity
€m                                                                                                                                                                    Outstanding
                                                Consus          SSN        CG                                               Entity
                                                                                                                                                                      gross debt
2.500
                                                        2,196                             2,240                             Consus Real Estate AG                        488

2.000
                                                                                                                            CG Gruppe                                   1,005
                                                        1,005                             1.005
1.500                                                                                                                       SSN                                          748

                                                                                                                            Total Gross debt                            2,240
1.000
                       1.588                              755                              748
                                                                                                                            Cash and cash equivalents                     69
 500
                                                              ; (1)                             ; (2)                       Net Debt                                    2,171
                                                          492                               488
     -                                                                                                                      Avg. cost of debt                           8.1%
                      Dec-17                           Dec-18                            Mar-19

 Comments

 » Significant reduction in interest expense expected as higher cost of debt is refinanced

 » Targeting up to 2% average interest rate reduction in medium term

 » Successful refinancing of The Wilhelm project in Berlin prime location next to British Embassy
     •   Amount refinanced: €148.5m with promissory notes
     •   Average interest-rate on project reduced by over 7%
                                                                      19
 » €19.4m bond proceeds have already been utilised to refinance higher cost project debt
 (1) Includes €33m of debt at Pebble Investment GmbH level (100% owned by Consus), (2) Includes €34m of debt at Pebble Investment GmbH level (100% owned by Consus)

                                                                                           Consus Real Estate AG                                                                    31
IV. Simplified Group Structure – Q1 2019
             Legend

              Shareholder
                                                                                                                                                                    Other
              Operating SPVs                                                  Aggregate
                                                                                                                                                                 shareholders

              Debt facility                                                                ~57%                                                             ~43%
              Consus
              ownership

                                                                        Consolidated GAV(1)                                                                                   Senior Secured Notes: €250m
                                                                               est. €3.07bn                               Consus                                                   Convertible: €190m
                                                                                                                                                                                   Other debt: €48m(2)

                                               75.0%(3)                                                                                                                                  93.4%5

         Gröner(4)                                    CG Gruppe                                                                                                                              SSN Group

                                                         SPVs                                                                % of total CG & SSN debt                                           SPVs
                                                                                                           Type                              (6)
                                                      52 projects                                                                                                                            12 projects
                                                                                                          Senior                            49%

                                                                                                         Junior (7)                         11%
                                            CG Development and                                                                                                                      SSN Development and
                                          Construction Debt: €1,004m                                   Mezzanine                            40%                                    Construction Debt: €748m

Note: Simplified structure on a 100% basis. Debt as of 31 March 2019 pro forma for Bond
(1) Estimated market GAV as of 31 March 2019; (2) Includes €34m of debt at Pebble Investment GmbH level (100% owned by Consus), €21.7m of 2020 Facility with Aggregate (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 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% (6) Project-related group debt included in respective Junior- and Mezzanine debt
percentages (7) Includes €23.8m debt at SG Development

                                                                                                                Consus Real Estate AG                                                                                                                                 32
IV. Capital Structure Q1-pro forma for Bond Transaction

Capital structure Q1 2019 pro forma for Bond Transaction
                                                                                                                                                                             Reported                                        Pro Forma for Bond

                                                                                                                       (3)

                                                                                                                       (4)

                                                                                                                        (5)

                       (2)

Note: All items reflect the book value outstanding as of 31 Mar 2019 with the exception of the SSN Acquisition Facility and the convertible bond that are shown in nominal amount
(1) The New Senior Secured Notes share the same collateral package with the 2022 Convertible Bond, and additionally benefit from the upstream guarantees from Pebble Investment GmbH, SSN Group AG, Wilhelmstraße I GmbH and SG Development GmbH (2) Based on
Market GAV of the Consus property assets on 100% basis as estimated by management as of 31/03/2019 (3) Assumes full use of amounts allocated for refinancing (4) Net cash adjustment includes CG Gruppe acquisition cash payments, related party loan exchange, and
costs and expenses (5) Includes accrued interest

                                                                                                              Consus Real Estate AG                                                                                                                            33
IV. Illustrative example of the PPA adjustment mechanism
» 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

Illustration: Consus accounting for inventories acquired at CG Gruppe / SSN acquisition
 »    Margin for CG Gruppe / SSN: 10 + 10 = 20
                                                                     Key elements of PPA adjustment
 »    Cash inflow for CG Gruppe / SSN / Consus: 20
 »    Effective margin for Consus: 20 – 10 = 10

                                                                                                                               10
                                                                                                                                                    120
                                                                                                                                                                  EBITDA
                                                                                                      50                                                       reportable: 10
                                                                                                                                                              EBITDA pre-PPA
                                                                                                                                                               (adjusted): 20
                                          10
                                                                      60
                 50

         Development and         Developer margin until   Fair value / Price paid by       Development and         Margin on construction cost   Sale value
       construction cost until       Consus acq.                   Consus              construction cost post acq.         post acq.
           Consus acq.

                                                                                  Consus Real Estate AG                                                                         34
IV. Illustrative example of forward sale and contract assets
   accounting during the life of a project
                              Percentage of
       Event                                                                    Description                                       Cumulative key accounting items (€m)                                                   Accounting entries (€m)
                              Completion(1)
                       0                                    »     Consus has €25m of cash and is                                    25
                                                                  looking to start a new project with a
      Starting                           0%                       GDV of €100m                                                                          -                  -                  -                                         -
       point                                                     »     @ 20% target Adj. EBITDA margin                            Cash            Inventory           Contract        Cumulative
                                                                       the total project costs will be €80m                                                            assets(3)      Adj. EBITDA
                       1
                                                                                                                                                       25                                                          Cash                                     (25)
                                                            »     Consus uses €25m to buy new land
                                         0%                                                                                          -                                     -                  -
                                                                  and sustain planning costs                                                                                                                       Inventory                                +25
     New land                                                                                                                     Cash            Inventory           Contract        Cumulative
     is bought         2                                                                                                                                               assets(3)      Adj. EBITDA

                                                                                                                                                                                                                   Cash                                    +30
                                                            »     Consus signs a forward sale                                       30                                                                             Inventory                               (25)
                                                                  agreement                                                                                                                   6                    Gross Contract assets                   +31
                                                                                                                                                        -                  1                                                                                             Net change
                                        31%                                                                                                                                                                        Advance payments                        +30              €1m
  Forward sale                                              »     Consus receives 30% of advance
                                                                                                                                  Cash            Inventory           Contract        Cumulative                   Revenues(2)                             +31
                                                                                                                                                                                                                                                                        Adj. EBITDA
  agreement is                                                    payment (€30m)
                                                                                                                                                                       assets(3)      Adj. EBITDA                  Costs                                   (25)             €6m
     signed
                       3
                                                                                                                                                                                                                   Cash                                     +3
                                                             »       Consus incurs additional €27m of
                                                                                                                                    33                                                                             Gross Contract assets                   +34
                                                                     construction costs                                                                                                      13                                                                          Net change
                                        65%                                                                                                             -                  5                                                                                                €4m
                                                                                                                                                                                                                   Advance payments                        +30
                                                             »       Consus receives an additional 30% of
  Construction                                                                                                                    Cash            Inventory           Contract        Cumulative                   Revenues(2)                             +34
                                                                     pre-payments (€30m)                                                                                                                                                                                Adj. EBITDA
   continues                                                                                                                                                           assets(3)      Adj. EBITDA                  Costs                                   (27)             €7m
                       4
                                                                                                                                   45               All cash Adj. EBITDA
                                                                                                                                                                                                                   Cash                                    +12
                                                            »     Until delivery, Consus incurs all the
                                                                  remaining €28m of construction costs                                                                                       20                    Gross Contract assets                   +35           Net change
                                                                                                                                                        -                  -                                       Advance payments                        +40             €(5)m
     Project is                        100%                 »     Consus receives all the outstanding                                                                                                              Revenues(2)                             +35
     delivered                                                    payments (€40m) post delivery and                               Cash            Inventory           Contract        Cumulative                                                                        Adj. EBITDA
                                                                                                                                                                              (3)
                                                                  letting                                                                                              assets         Adj. EBITDA                  Costs                                   (28)             €7m

Note: Assumes cash purchase and no tax impact for illustrative purposes
(1) The percentage of completion is computed based on the amount of cost incurred up to a certain step (e.g. in step 2 the PoC is computed as 25/80m); (2) Revenues are recorded on a Percentage of Completion basis (e.g. in step 2, the projects’ PoC is 31% so the
revenues are 31% * €100m; (3) Contract assets are always shown net of advance payments on Consus’ balance sheet according to IFRS15

                                                                                                                    Consus Real Estate AG                                                                                                                                   35
IV. Solid cash flow generation model and performance visibility
Illustrative cash flow profile towards run-rate
       Revenue              Profitability visibility              Limited maintenance investment                Decreasing interest                              Strong FCF
        visibility                                                   required                                       expense                                           generation

                                                                                                                    Inventory release in
                                                                                                                    ramp-up phase

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

                I                   II                     III                  IV                    V                       VI                    VII                   VIII

 I                                                                                         II
                      Run-rate revenue level as total portfolio GDV spread over the             Operating        ~80% of the forward sale price
      Revenue          average life of the projects                                               costs           Turnkey agreements with contractors minimize cost overrun risk
III                                                                                       IV
      Adjusted                                                                                                    No Capex required as land acquisition, development, and
                      Target 20% margin in the medium-term                                       Capex
      EBITDA                                                                                                       construction costs run through operating costs and working capital

V                                                                                         VI
                      Limited working capital consumption at run-rate as development                             Decreasing over time (targeting up to 200bps average interest rate
                       portfolio replenishment is funded through existing projects sale                            reduction in the medium term)
      Working                                                                                    Interest
      capital         Release of working capital in ramp-up phase as increasing                 expense
                                                                                                                  Progressive rebalancing of senior/junior split at SPVs through
                       percentage of projects is forward sold with related pre-payments
                                                                                                                   corporate level refinancing and deleveraging via cash flows

VII                                                                                       VIII
                                                                                                 Free Cash        Strong cash generation
        Taxes         Indicative 30% corporate tax rate
                                                                                                   Flow           Used also to deleverage SPVs level debt

                                                     Strong cash flow generation as the run-rate is achieved

                                                                             Consus Real Estate AG                                                                                   36
IV. Robust development portfolio
Balanced distribution of properties to be developed in the short and medium term
                                                                                          GDV in                                                      Net floor                      Development
   #        Entity               Project Name                        City                                  % of Total GDV            % Residential                  Status
                                                                                           €m                                                        area in m²                       Time-frame

   1                           Garden Campus                       Stuttgart                976                    10%                       79%      186,581      Planning          2020 – 2025

   2                       416 (Freiladebahnhof)*                  Leipzig                  884                     9%                       53%      267,941      Planning          2020 – 2025

   3                          Holsten Quartiere                   Hamburg                   876                     9%                       71%      145,749      Planning          2021 – 2026

   4                               Cologneo I                      Cologne                  389                     4%                       37%      90,607      Construction       2018 – 2021

   5                               Quartier C                     Karlsruhe                 371                     4%                       64%      111,249      Planning          2021 – 2025

   6                              The Wilhelm                       Berlin                  366                     4%                       85%      17,720      Construction       2018 – 2021

   7                         Neuländer Quarree                    Hamburg                   357                     4%                       37%      81,315       Planning          2020 – 2023

   8                              Cologneo II                      Cologne                  351                     4%                       64%      71,583       Planning          2022 – 2025

   9                            Covent Garden                      Munich                   296                     3%                       93%      26,952       Planning          2020 – 2022

  10                           Frankfurt Ostend                   Frankfurt                 283                     3%                       54%      39,000       Planning          2021 – 2023

         Top 10                                                                            5,147                   53%                       61%     1,038,967

                                                        Other                                                                                                                 * Signed sale contract
                                                        7.4%
    Commercial units
  linked to residential                                                                               Main focus on residential and “quartier” developments
    projects sold as a           Retail, Office          €9.6bn(1)
        combined                    & Hotel                                                           Approach to develop large projects in phases
      development                   32.3%              64 projects           Residential
         project                                                               60.3%                  All “quartier” developments include commercial properties

(1) On a consolidated basis as of 31 March 2019; Includes three development projects of which the acquisition is signed but not yet closed

                                                                                                 Consus Real Estate AG                                                                                 37
IV. Forward Sales Q1 2019

Consus continues to execute on forward sales pipeline

Forward                                                              Sales                              Development /
          City / Project    KPIs                      Pictures                      Acquisition                                 Construction           Delivery
Sale Date                                                            Status                             Forward sale

                            GDV              €57m
                                                                      Forward     » A well-known institutional purchaser acquired the ‘Ostplatz’ project in Leipzig
            Leipzig,        Completion        2020
 Q1’19                                                                Sold for      for €64m with an additional upside of up to €16m (+25%) if rents above current
            Ostplatz        Asset type       Mixed
                                                                      c. €64m       market rent will be achieved
                            Area (k sqm)        17

                            GDV              €68m                      Forward    » Centrally located in Berlin-Charlottenburg, this modern office building with
            Berlin,         Completion        2020                    Sold with     around 11,000 m2 of rental office will be certified with the highest sustainability
 Q1’19
            Franklinstr.    Asset type   Commercial                   upside of     criteria, “LEED Gold”. This project was forward sold to BNP Paribas REIM in
                            Area (k sqm)        11                    up to 26%     February 2019.

                            GDV              €884m
                                                                                  » Consus sold the project to a real estate developer with significant EBITDA pre-
            Leipzig,        Completion         Sold                    Upfront
 Q1’19                                                                              PPA realised to balance its portfolio across Germany. The purchase price
            Project 416     Asset type        Mixed                     sale
                                                                                    reflects the current status of the development.
                            Area (k sqm)        268

                            GDV              €39m
           Leipzig,                                                    Forward
                            Completion        2021                                » Consus forward sold this development project in fast growing Leipzig to a well-
 Q1’19     Dessauer-/                                                  Sold for
                            Asset type       Mixed                                  known institutional purchaser.
           Hamburger Str.                                              c. €40m
                            Area (k sqm)        12

                                                                 Consus Real Estate AG                                                                              38
IV. Forward Sales/LOI Update 2019 - Selection of Projects

Forward                                                                     Sales                                 Development /
                City / Project     KPIs                      Pictures                         Acquisition                                Construction            Delivery
Sale Target                                                                 Status                                Forward sale

                                 GDV               €68m
              Dresden,
                                 Completion         2021                                   » LOI of a forward sale signed in February 2019 for a €68m residential
  Q3’19       Palaisplatz                                                   LOI signed
                                 Asset type   Residential                                    development in a prime location of Dresden
              Neubau
                                 Area (k sqm)         15

              Stuttgart          GDV               €47m
                                                                                           » LOI in negotiation for a development with 107 city apartments in the Stuttgart
              region,            Completion         2021
  Q3’19                                                                     LOI in neg.      region for approx. €47m. Böblingen is home to the largest Mercedes-Benz
              City-Carré         Asset type        Mixed
                                                                                             factory globally.
              Böblingen          Area (k sqm)          9

                                 GDV              €101m
              Hamburg,           Completion         2021                                   » LOI in negotiation for a residential development in the popular district
  Q3’19       Von-Sauer-                                                    LOI in neg.      Hamburg-Altona with 281 apartments, commercial spaces and underground
                                 Asset type        Mixed
              Straße                                                                         parking for approx. €101m.
                                 Area (k sqm)        19.1

                                 GDV               €30m
                                                                                           » LOI in negotiation for a residential development in the Erfurt city center with
              Erfurt,            Completion         2022
  Q3’19                                                                     LOI in neg.      120 1- to 3-room apartments, two commercial units and about 50 parking
              TAP Hochhaus       Asset type   Residential
                                                                                             spaces.
                                 Area (k sqm)         7.1

                                 GDV               €111m                                   » This 107m landmark tower will be home of 192 apartments. The addition of
              Stuttgart area,    Completion          2020                                    one floor to the hotel (building permit already available) has increased the
  Q4’19       Schwabenland-                                                  LOI in neg.
                                 Asset type         Mixed                                    number of hotel rooms to 164. Completion of the tower and hotel by the end of
              tower
                                 Area (k sqm)         15.9                                   2020.

              Berlin,            GDV               €98m                                    » Just 5.5 km from Berlin city center, in the family-friendly district of Pankow, the
              Staytion           Completion         2021                                     shopping and commercial center Staytion Berlin-Pankow, formerly Forum
  Q4’19                                                                      LOI in neg.     Pankow will be developed. CG Gruppe is constructing a total of seven new
              (Forum             Asset type        Mixed
              Pankow)            Area (k sqm)        18.8                                    buildings to create a mixed neighborhood.

                                 GDV               €125m                                   » At one of Düsseldorf's main transport hubs, a sophisticated new Quartier will
              Duesseldorf,       Completion          2022                                    be developed. Apartments for different target groups are being built. Future
  Q4’19       Upper Nord                                                     LOI in neg.
                                 Asset type         Mixed                                    residents will benefit from the convenient location and excellent connections to
              Quartier
                                 Area (k sqm)         24.6                                   the city center, airport and surrounding area.

                                                                        Consus Real Estate AG                                                                                  39
IV. New Development Project Acquisitions

Acquisitions agreed in Q2 YTD demonstrate ability to source attractive projects. Closing expected in H2 2019
                                                                                                    Development /
City / Project          KPIs                         Pictures                 Acquisition                                    Construction         Delivery
                                                                                                    Forward sale

                        GDV                €147m
                                                                            » Development of a new city quartier in Bergisch Gladbach. Planning comprises 7
 Cologne area,          Completion           2023                             residential complexes, a nursing home and boarding house, assisted living, a
 Bergisch Gladbach
                        Asset type          Mixed                             Kindergarten, a district center and a parking garage with about 110 parking
 Wachendorff Quartier
                                                                              spaces.
                        Area (k sqm)           31

                        GDV                €763m
 Duesseldorf,           Completion            tbd                          » Large quartier development in Duesseldorf-South on a 149k sqm plot of land
 Benrather Gärten       Asset type          Mixed                            with excellent connections to the city center, airport and surrounding area.
                        Area (k sqm)          149

                        GDV                 €82m

 Erfurt,                Completion           2023                          » Residential quartier development in an old brewery location with close proximity
 Braugold Quartier                                                           to one of Germany´s most important high-speed train terminal
                        Asset type     Residential
                        Area (k sqm)           17

                        Total GDV: 993m

                                          Potential acquisitions continually being evaluated
                                                 to replace projects sold/developed

                                                                Consus Real Estate AG                                                                           40
IV. General Information – Stock Performance

  Consus Share                                          Stock Chart(1)

                                                                                                Volume              Price (€)
                                                          €                                                                                                               Vol. k
                                                        10,00                                                                                                           2.500.000
      ISIN                      DE000A2DA414
      WKN                          A2DA41                9,00                                                                                                           2.000.000

      Number of                                          8,00                                                                                                           1.500.000
                                  135,107,236
      Shares
                                                         7,00                                                                                                           1.000.000
      Market                  Deutsche Börse Scale
      Segment                      m:access              6,00                                                                                                           500.000

      Stock                                              5,00                                                                                                         0
                            Xetra, München, Frankfurt
      Exchanges                                            Dez 2018      Jan 2019        Feb 2019        Mrz 2019         Apr 2019          Mai 2019           Jun 2019

      Indices                     E&G-DIMAX             Shareholder structure incl. recent contribution in kind

                                                                                                                    Financial Calendar
      Market cap.(2)
                                    €1,009m                              »    Aggregate Group ~57%
                                                                                                                     19-Jun-2019     Publication of Consus Q1 Interim Statement
                            SRC Research: €13.0 BUY                                                                  26-Jun-2019     Consus Annual Shareholders Meeting
                                                                         »    Christoph Gröner 6% (CEO CG Gruppe)
                            Hauck & A.: €11.7 BUY                                                                    12-Sep-2019     Publication of Consus Half Year Results
                            Baader Bank: €12.5 BUY                       »    Free Float ~37%                        12-Dec-2019     Publication of Consus Q3 Interim Statement
      Analysts
                            Deutsche Bank: €12.0
                            HOLD
                            UBS: €9.0 HOLD
(1)    Bloomberg, Factset
(2)    As of 17 June 2019

                                                                             Consus Real Estate AG                                                                                41
IV. Glossary

    Glossary

    Acronym           Definition

    Adjusted EBITDA   EBITDA adjusted for Purchase Price Allocation (PPA) and one-off costs

                      Building Information Modelling software for integrated, model-based operations in construction that extends the classic range of
    BIM
                      tasks to visual, model-based procedures

    CG                CG Gruppe

                      Gross Asset Value, representing the market value of gross assets of the development portfolio as of 31 December, 2018
    GAV
                      estimated by an independent third party

    GDV               Gross Development Value, representing the expected future revenue to be generated by a specific project

    LOI               Letter of Intent

    PPA adjustments   Purchase Price Allocation adjustments

    SPV               Special Purpose Vehicle, referring to the entities owning the development projects and controlled by Consus

    SSN               SSN Group

                                                        Consus Real Estate AG                                                                            42
Disclaimer
Titel
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.

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 or 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
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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
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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
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                                                                                                     Consus Real Estate AG
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