2018 Full Year Results Presentation

Consus Real Estate AG

17 April 2019
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Consus Real Estate AG

Disclaimer

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Consus Real Estate AG

Index

Section Page

I. 2018 Financial and Strategic Highlights 6

II. Development Portfolio Update 9

III. Financial Results 2018 18

IV. General information & Outlook 26

V. Appendix 29

Consus Real Estate AG 4

Titel

I. 2018 Financial and Strategic Highlights

Consus Real Estate AG

I. FY2018 Financial and Strategic Highlights

 Completed transition to Pure Play residential focused development

– Number 1 real estate developer in Germany’s top 9 cities
 Acquisition of SSN with GDV of € 3.5bn
1. Portfolio Highlights
 Acquisition of additional development projects with a GDV of € 1.6bn
 Stake increase in CG Gruppe AG from 59% to 75%(1)
 Divestment of commercial buy-and-hold assets and GxP stake above book value

 Strong Consus 2018 Business Performance

– Reported revenue of € 615m
– Adjusted EBITDA (pre-PPA and one-offs) of € 204m
2. Financial Highlights
– Operating cash flow of € 132m
– Pre-payments received on development projects of € 356m
– Gross debt excluding SSN transaction reduced from € 1,588m to € 1,191m
– 2018 targets achieved

(1) On fully diluted basis. Acquisition payable in stages

Consus Real Estate AG 6

I. FY2018 Financial and Strategic Highlights

 Business strengthened with SSN acquisition

– Total GDV of € 9.6bn(1), with € 2.5bn(2) of forward sales contracted/LOI
– Full year pro forma revenue of € 656m driven by strong forward sales
– Full year pro forma adjusted EBITDA (pre-PPA and pre-one-offs) of € 253m

2. Financial Highlights – Full year pro forma adjusted net income of € 73m
– Total GAV of € 2.4bn; estimated market GAV of € 2.8bn
– Total equity of € 1,163m
– Net debt of € 2,104m
– Net debt /estimated Market GAV of 75% as of 31 December

 Three further forward sales with a GDV of EUR 170m

 Two further LOI under negotiation

3. Strong Q1 performance
 One project sold and one under LOI to rebalance portfolio and reduce high cost debt

 Further pipeline projects identified

 Target EUR 450m Adjusted EBITDA in 2020

4. Outlook confirmed  Target Net Debt / Adjusted EBITDA of c.3x in the medium term

 Target Adjusted EBITDA margin of 20%

(1) As of 31 Dec, 2018, including SSN Group; Includes three projects signed but not yet closed. On a 100% basis; (2) Includes LOI of €68m, and LOI under negotiation of €498m and pre-sold condominiums of €151m

Consus Real Estate AG 7

Titel

II. Development Portfolio Update

Consus Real Estate AG

II. Consus is a leading real estate developer in Germany

The leading property developer in Germany’s top 9 cities Consus has achieved a sizeable portfolio of projects....

(1) €bn
Consus 9.6
10
9
Zech Group
8 3.5
7
0.9
Instone 6 0.7
5
Bonava 4
3
BPD 2 4.6
Development area (‘000 sqm)
1

Groß & Partner 0

GDV as of Dec Organic Organic SSN acquisition GDV (2) (3)
2017 acquisitions acquisitions
H1 2018 H2 2018
Pandion
....still in ramp-up phase
PROJECT PI
Development portfolio under construction
30% by
Büschl GDV 25% by
(~40-50% Net Net Floor Area
0 500 1,000 1,500 2,000 GDV: target) Floor Area:
in m2 ’000s €9.6bn(2)
2.1m m2 (2)
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 Holstein and Stuttgart Vaihingen are not included; Current total development area of 2.1m m2 (2)
As of 31 Dec, 2018, including SSN Group; Includes three projects signed but not yet closed. On a 100% basis (3) Post GDV reduction by € 122m through sales of Xberg and HAU BT 4-6 in December 2018

Consus Real Estate AG 9

II. Unique and flexible forward sales business model

Portfolio with increased share of Forward Sales Forward sales multiple achieved on recent transactions
Outright sale/- LOI signed Project City Year multiple
18%
Cologneo I Corpus Cologne 2018 25.9x

Condominium strategy GDV: Target Forward Sales Vitopia Kampus Kaiserlei (G, H) Frankfurt 2018 25.3x
35%
20% €9.6bn(1)
Carré Löbtau Dresden 2018 24.0x
80% with forward
Forward Sold(2) sales approach; Ernst-Reuter-Platz Berlin 2017 22.8x
26% 33% of which is
already forward
sold or under LOI(2) Institutional purchasers in 2018 + 2019 YTD

Condo sales
LOI signed 6%
3%

LOI under
negotiation €2.5bn(2)
20%
Forward sold
71%

+ € 2.5bn already forward sold(2) (24%)

+ € 1.8bn outright sale (incl. LOI signed) pre-construction (18%)
+ € 3.4bn to be forward sold (37%)

€ 7.6bn of entire GDV with forward sales approach (80%)

(1) As of 31 Dec, 2018, including SSN Group; 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

Consus Real Estate AG 10

II. Robust development portfolio in top 9 cities
Consus with strong footprint in Germany’s top economic regions – 64 projects with GDV of € 9.6bn(1)

Hamburg Berlin
GDV in €m: 1,928 GDV in €m: 1,177
Area in k m²: 369 Area in k m²: 227
Avg. Sales Price: 5.231 Hamburg Avg. Sales Price: 5.183
% of total GDV: 20% % of total GDV: 13%
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: 534
Dusseldorf
Avg. Sales Price: 5.685 Avg. Sales Price: 2.390
Cologne Leipzig
% of total GDV: 4% % of total GDV: 12%
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: 476 GDV in €m: 1,716
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) As of 31 Dec, 2018, including SSN Group; Includes three projects signed but not yet closed. On a 100% basis; 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 11

 II. Balanced distribution of properties to be developed in the short
and medium term
GDV in % of Total Net floor Primary Exit Development
# Entity Project Name City % Residential Status
€m GDV area in m² Strategy Time-frame

1 Garden Campus Stuttgart 979 10% 79% 186,581 Planning FW 2020 – 2025

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

3 Holsten Quartiere Hamburg 878 9% 71% 145,749 Planning FW 2021 – 2026

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

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

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

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

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

9 Covent Garden Munich 297 3% 93% 26,952 Planning FW 2020 – 2022

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

Top 10 5,154 53% 61% 1,038,967

Other * Signed sale contract

7.4%

Retail, Office €9.6bn(1)  Main focus on residential and “quartier” developments

& Hotel
32.3% 64 projects Residential  Approach to develop large projects in phases
Commercial segment 60.3%
linked to residential  All “quartier” developments include commercial properties
projects sold as a
combined portfolio
(1) As of 31 Dec, 2018, including SSN Group; Includes three projects signed but not yet closed. On a 100% basis

Consus Real Estate AG 12

II. Strong track record of > € 450m forward sales and achieving
substantial development milestones in 2018
Sales Development /
City/Project KPIs Pictures Acquisition
Forward sale
Construction Delivery
Status
GDV € 846m
» A well-known institutional investor acquired part of the ‘Cologneo I’ mixed
Cologne, Completion 2021 to 2025 Forward Sold
quartier development for €241m with an additional upside of up to €36m
Cologneo I-III Asset type Mixed for
(+15%) if rents above current market rent will be achieved
Area (sqm) 184,790 €241m

GDV € 92m
Frankfurt, Completion 2020 Condo Sales » Historical residential project in sought after quarter Frankfurt Westend with
Grand Ouest at c. 77% current sales process progressing well with c. 77% of condominiums
Asset type Residential
already sold
Area (sqm) 9,108

GDV € 57m
Berlin, Forward Sold » Successful ground breaking for 141 apartments with a size ranging from 35 to
Completion 2020
Ernst-Reuter- for 161 sqm in Charlottenburg
Asset type Residential
Platz c. €60m
Area (sqm) 11,054 » The project has been forward sold to an institutional investor

GDV € 145m
Berlin, Completion Sold Significant gain » Consus sold the plot to a commercial real estate developer with a significant
2020
HAU & X-Berg Asset type Mixed realized gain to focus on its core competencies in residential property development
Area (sqm) 59,591

GDV € 95m » In the city center of Mannheim a new hotel and office building in the up-and-
Forward coming Mannheim business district is currently being developed
Mannheim, Completion 2020 Sold for
No.1 Asset type Commercial up to €95m » The project was forward sold at the end of 2018 to a well-known
Area (sqm) 18,686 institutional purchaser

GDV € 70m » Currently the building plan is intended to be extended with the local authorities
Frankfurt, Forward
Completion 2021 to increase the constructible area
Campus Kaiserlei Sold for
(BT G,H)
Asset type Residential c. €70m » The entire Kaiserlei Quartier represent a GDV of around €409m with the
Area (sqm) 13,985 largest part of the project being placed with a pension fund at the end of 2017

GDV € 38m
Forward » A well-known institutional investor purchased the Carree Löbtau development
Dresden, Completion 2019 Sold for for €38m with an additional upside of up to 12%, if rents above current market
Carree Löbtau Asset type Residential c. €38m rent will be achieved
Area (sqm) 10,400

Consus Real Estate AG 13

 II. Forward sales update Q1/Q2 19; continued progress in Q1

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 (sqm) 16,869

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
Area (sqm) 11,268 up to 26% in February 2019.

GDV € 884m
» Consus sold the project to a real estate developer with significant EBITDA pre-
Leipzig, Completion Sold Outright
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 (sqm) 267,941

GDV € 41m
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 (sqm) 12,311

GDV € 68m
Dresden,
Completion 2021 » LOI of a forward sale signed in February 2019 for a €68m residential
Q2’19 Palaisplatz LOI signed
Asset type Mixed development in a prime location of Dresden
Neubau
Area (sqm) 14,782

Stuttgart GDV € 50m

» LOI in negotiation for a residential development with 107 city apartments in the
region, Completion 2020
Q2’19 LOI in neg. Stuttgart region for approx. € 50m. Böblingen is home to the largest Mercedes
City-Carré Asset type Mixed
factory globally.
Böblingen Area (sqm) 8,955

Consus Real Estate AG 14

 II. Potential new project acquisitions

Pipeline of new projects continually being evaluated to replace projects sold and developed

Development /
City / Project KPIs Pictures Acquisition Construction Delivery
Forward sale

GDV € 147m
» Development of a new city quartier in Bergisch Gladbach. Planning comprises
Cologne area, Completion 2023 7 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 (sqm) 30,915

GDV € 275m
Stuttgart area, Completion 2024 » Large quartier development in suburb of Stuttgart in the form of a "Zero Energy
Otto-Quartier
Asset type Mixed District“, combining flexible forms of living and work.
Wendlingen
Area (sqm) 73,360

GDV € 82m
Erfurt, Completion 2023 » Residential quartier development in an old brewery location with close
Braugold Quartier Asset type Residential proximity to one of Germany´s most important high-speed train terminal

Area (sqm) 17,148

Consus Real Estate AG 15

II. Competitive advantage through scale and digitalisation

Quartiers overview Digitalisation

Garden Campus I Introduction of new building standards

GDV: €979m
» Building Information Modelling (BIM): 6 dimensional approach to construction
Area: 186,581m²
processes
Completion: 2025
» 2D = Architectural planning; 3D = Digital 3D plan; 4D = Time; 5D = Cost; 6D =
City: Stuttgart Lifecycle
Asset type: Mixed
» Reduced procurement costs via direct supply chain management

Holsten II Digital construction and development platform

GDV: €878m
Area: 145,749m² » Digitalized offering to include component catalogue, procurement platform, floor
Completion: 2026 plan generator and configurator
City: Hamburg » Further supported by the recent acquisition of the PropTech company DIPLAN
Asset type: Mixed
III Pre-fabrication operations with partner
Cologneo I + II
GDV: €389m / €351m » Setting up a highly automated pre-fabrication plant in Erfurt in partnership with
European Modular Constructions GmbH
Area: 90,607m² / 71,583m²
» Large plant for construction elements
Completion: 2021 / 2025
City: Cologne » Targeted to start production in 2020 with focus on massive concrete parts
Asset type: Mixed

Quartier C Currently 20
Save up to 6 Wall units up to
GDV: €371m projects using Reduce labour
months in the 30% cheaper
Area: 111,249m² BIM and all new costs per m2/
development than market
projects to concrete(1)
Completion: 2025 timeline(1) price level(1)
implement
City: Karlsruhe
Asset type: Mixed (1) Based on management estimates

Consus Real Estate AG 16

Titel

III. Financial Results 2018

Consus Real Estate AG

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 18

III. Overview of group debt and financing costs
Gross debt evolution

€m
2,500 Consus SSN Acquisition Facility SSN
2,196

2,000
755
1,588 1,520
1,500
1,283 1,269 250

1,000

1,191
500

-
Dec-17 Mar-18 Jun-18 Sep-18 Dec-18

FY 2018 gross debt by entity Comments

Entity Outstanding gross debt » Significant reduction in interest expense expected as higher cost of
Consus Real Estate AG incl. SSN debt is refinanced
493
Acquisition Facility
» Targeting up to 2% average interest rate reduction in medium term
CG Gruppe 948

SSN 755
8.1% average
cost of debt
Total 2,196

Consus Real Estate AG 19

III. Consolidated FY 2018 financials PF for SSN –
Income statement
Income Statement Comments
FY 2018 FY 2018
in k €
Consus Reported Consus PF SSN 1.• Total PF income of EUR 656m reflects strong
Income from letting activities forward sales and construction ramp up in
32,796 29,659
2018
Income from real estate inventory disposed of 163,515 163,515
Income from property development 408,461 443,830
2.• Includes Consus sale of its separate
Income from service, maintenance and management activities 10,199 18,565
Total income 614,971 1. 655,569 commercial buy-and-hold operations
Change in project related inventory (147,352) (31,464)
Overall performance 467,619 624,104
Expenses from letting activities (16,083) (14,741) 3.• Other operating expenses include significant
Cost of materials (285,600) (367,182) consulting fees which are mainly due to
Valuation result 25,631 25,631 portfolio transactions incl. SSN acquisition,
Net result from the disposal of investment properties transition to IFRS and first time consolidations
- 529
Other operating income 13,241 14,113
2.
Personnel expenses (36,911) (50,995) 4.• Includes derivative income from Consus
Other operating expenses (59,997) (75,989) convertible bond driven by share price
EBITDA 107,901
3. 155,470 development
Depreciation and amortization (2,175) (3,026)
EBIT 105,726 152,444
Financial income 4,620 11,467 5.• Financial expenses relating to both group and
4. project level financing
Financial expenses (121,834) (209,783)
EBT (11,488) 5. (45,872)
Income tax expenses 11,192 21,617 6.• PPA Adjustments reverse all effects resulting
Net income (Earnings after taxes) from continued operations (296) (24,255) from revaluation of inventories and
Net income (Earnings after taxes) from discontinued operations 1,464 - contractual assets & liabilities from any
Consolidated Net income 1,168 (24,255) business combinations

Adjusted EBITDA Bridge

7.• One-offs which are not capitalized and which
FY 2018 FY 2018 have an extraordinary character either in their
in k €
Consus Reported Consus PF SSN nature or in their amount, and covers all
EBITDA 107,901 155,470 Group entities.
PPA Adjustments 82,262 6. 82,262
One-off expenses 13,493 7. 15,458
Adjusted EBITDA(1) 203,656 253,190
(1) EBITDA adjusted for Purchase Price Allocation (“pre-PPA”) and one-off expenses

Consus Real Estate AG 20

III. Consolidated FY 2018 financials PF for SSN –
Balance sheet: Assets

Current & Non-current Assets Comments

FY 2018 •1.
in k € Investment properties include yielding
Consus Reported properties within large developments
Investment property 1. 328,027
Property, plant and equipment 8,771
•
2. Goodwill includes EUR 304m from the
Goodwill 2. 1,032,480 acquisition of the SSN Group
Other intangible assets 6,158
Investments accounted for using the equity method 21,590
•3. Contract assets are for projects forward sold,
Receivables from related parties - and reflects revenue recognised minus
prepayments – i.e. net contract assets
Financial assets 10,037
Other assets -
Contract assets 3. 235,011 •4. Work-in-progress is projects not yet forward
sold
Deferred tax assets -
Total non-current assets 1,642,073
Work-in-progress incl. acquired land and buildings 4. 1,830,487
Trade and other receivables 53,933
Receivables from related parties 62,853
Tax receivables 8,644
Financial assets 38,439
Other assets 15,499
Contract assets 3. 190
Cash and cash equivalents 91,603
Assets held for sale 1,329
Total current assets 2,102,977
Total assets 3,745,050

Consus Real Estate AG 21

III. Consolidated FY 2018 Financials PF for SSN –
Balance sheet: Equity and Liabilities

Equity and liabilities Comments

FY 2018
in k €
Consus Reported 1.• Gross Debt and Net Debt are EUR 2,196m
and EUR 2,104m respectively, with gross
Subscribed capital 134,040
debt of EUR 948m at CG and EUR 775m at
Capital reserves 904,233 SSN
Other reserves (27,363)
Non-controlling interest 151,629 2.• Total equity of EUR 1,163m
Total equity 2. 1,162,539
Financing liabilities 1. 1,049,150 3.• Liabilities to related parties include €21m of
2020 Facility with Aggregate
Provisions 1,712
Other liabilities 15,017 4.• Contract liabilities of EUR 45.9m reflect
Contract liabilities - prepayments received before revenue is
recognised
Deferred tax liabilities 114,380
Total non-current liabilities 1,180,259
Financing liabilities 1. 1,146,374
Provisions 4,735
Trade payables 41,913
Liabilities to related parties 3. 43,196
Tax payables 44,389
Other liabilities 75,771
Contract liabilities 4. 45,872
Total current liabilities 1,402,251
Total liabilities 2,582,510
Total equity & liabilities 3,745,050

Consus Real Estate AG 22

III. Consolidated FY 2018 Cash Flow statement –
strong operating cash flow
Cash flow Comments
FY 2018
in k € 1.• Limited depreciation and amortisation
Consus Reported
Profit (loss) before tax (11,488)
Depreciation and amortisation 1. 2,175 2.• Gains on investment property include realized
on existing and disposal of properties
Depreciation and impairment of property, plant and equipment 1,698
Amortisation and impairment of intangible assets 477
3.• Portion of interest is accrued
Valuation gains 2. (28,524)
Valuation gains on financial assets (2,893)
Valuation gains on investment property (25,631) 4.• Significant positive working capital movement
Financial expenses (income) 3. 117,214
Financial income (4,620) 5.• Key driver of positive working capital is
Financial expenses 121,834 increase in funds received from prepayments
in forward sales
IFRS 15 transition adjustments (8,424)
Other non cash adjustments 2,230
6.• Strong operating cashflow
Other working capital adjustments 4. 66,354
Decrease / (increase) in rent and other receivables 21,909
Decrease / (increase) prepayments, accrued income and other assets (18,581) • Positive impact from investing activities
7. reflects nets proceeds from acquisitions and
Decrease/ (increase) in inventories and contractual assets (333,149)
sales
(Decrease) / increase in prepayments 5. 356,326
(Decrease) / increase in trade, other payables and accruals, contractual
39,849
liabilities and other liabilities
Income tax paid (7,525)
Net cash flow from operating activities 6. 132,012

Net cash flow from investing activities 7. 25,195

Net cash flow pre-financing activities 157,207

Consus Real Estate AG 23

 III. Simplified group structure
Legend

Shareholder
Other
Operating SPVs Aggregate
shareholders

Debt facility ~57% ~43%

Consus
ownership

Consolidated GAV(1) SSN Acquisition Facility: €250m

est. €2.8bn Consus Convertible: €194m
Other debt: €70m(2)

75.0%(3) 93.4%5

Gröner(4) CG Gruppe SSN Group

SPVs SPVs
52 projects 12 projects

CG Development and SSN Development and

Construction Debt: €948m Construction Debt: €755m

Note: Simplified structure on a 100% basis. Debt as of 31 Dec 2018 pro forma for SSN acquisition
(1) Estimated market GAV as of 31 Dec 2018; (2) Includes €33m of debt at Pebble Investment GmbH level (100% owned by Consus), €21m of 2020 Facility with Aggregate, and €15m of other debt; (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%

Consus Real Estate AG 24

Titel

IV. General information & Outlook

Consus Real Estate AG

IV. Guidance Overview
Overview of Key Financials Comments

» Total amount of projects increases to 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

» 2020 Adjusted EBITDA target increased from

€300m to €450m post SSN acquisition
Target 2020
» €450m
Adjusted EBITDA » Deleveraging planned following acquisitions

» SSN projects target Adjusted EBITDA margin in-

line with Consus margin
Target Medium-term Net
» ~ 3x » Expected tax rate ~30%
Debt / Adjusted EBITDA

Target Adjusted
» c. 20%
EBITDA margin

(1) As of 31 December 2018, including SSN Group; Includes three projects signed but not yet closed. On a 100% basis

Consus Real Estate AG 26

 IV. General Information – Stock Performance

Consus Share Stock Chart(1)

Volume Price (€)

€ Vol. k
10.00 400
ISIN DE000A2DA414 350
WKN A2DA41 9.00
300

Number of 8.00 250

134,526,580
Shares 200
7.00 150
Market Deutsche Börse Scale
Segment m:access 100
6.00
50
Stock 5.00 0
Xetra, München, Frankfurt
Exchanges Oct 2018 Oct 2018 Nov 2018 Dec 2018 Jan 2019 Feb 2019 Mar 2019 Apr 2019

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

Events
Market cap.(2)
€ 908m » Aggregate Group ~57% 14-16-May-2019 UBS Pan-European Small & Mid Cap Conference

Jun-2019 DB Access Conference

Hauck & A.: €11.7 BUY » Christoph Gröner 6% (CEO CG Gruppe)
12-Jun-2019 Quirin Champions (Quirin Bank)
Baader Bank: €12.5 BUY
Analysts » Free Float ~37% Financial Calendar
Deutsche Bank: €12.0
HOLD
19-Jun-2019 Publication of Consus Q1 Interim Statement
UBS: €9.0 HOLD
26-Jun-2019 Consus Annual Shareholders Meeting
(1) Bloomberg, Factset
19-Sep-2019 Publication of Consus Half Year Results
(2) As of 16 April 2019

Consus Real Estate AG 27

Titel

V. Appendix

Consus Real Estate AG

Consus has 20+ years of experience in the real estate development
business in Germany

Nov 2017:
Issue of €200m
Q1 2016
convertible bond November 2018:
Significant investment
Acquisition of SSN
in CG by Aggregate
Q1 2019:
June 2018: Consus signed 3
2009: forward sale
Foundation of Dec 2017: Equity raise of
First forward sales to agreements with a
CG Group €680m forward sale €131m to support
institutional purchasers GDV of c. €170m
growth plans

April 2017:
Listed Consus

1995 2007 2009 2010 2017 2018 2019

Q4 2018:
Consus signed forward
Aug 2017: sale agreements with a
2010: April 2018:
Acquisition of GDV of €443m
Started expanding in €750m development
majority stake in CG
Germany growth(2)

Dec 2017:
2007: Consus
Start Project stake in CG
development increased to August 2018:
59%(1) Agreed to
increase stake in
CG up to 75%(1)

(1) Controlling and majority shareholding in CG (incl. mandatory convertible) – on a fully diluted basis
(2) Includes 5 new projects with a total GDV of €750m that have been secured from 16 April 2018

Consus Real Estate AG 29

V. 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 acquisition

» Margin for CG Gruppe: 10 + 10 = 20
Key elements of PPA adjustment
» Cash inflow for CG Gruppe / Consus: 20
» Effective margin for Consus: 20 – 10 = 10

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

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

Consus Real Estate AG 30

V. Exposure to Germany’s favourable macro conditions in highly
attractive locations
Attractive housing sector fundamentals 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
-6.0%
8.0 economic cycle
70 -8.0%

1995

1997

1999

2001

2003

2005

2007

2009

2011

2013

2015

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 31

V. Exposure to Germany’s favourable macroeconomic conditions in
attractive locations
Excellent business opportunity for residential developers

Supply mismatch led to rising rents and declining

vacancies…(1) …and provides market opportunities for developers(3)
€/m2 Rent Price (€/m2p.m., LHS) €/m2
Construction Cost (Land & Construction Cost) Condominium Prices
Vacancy Rate (%, RHS)
8.0 5.5% 3,500

2,966
7.0 3,000
4.0%
2,813
6.0 2,500

2.5%
5.0 2,000

1,500
4.0 1.0%
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

» Since 2015 apartment prices exceed construction costs for the first time
» Residential market is highly undersupplied due to population growth and since reunification in Germany making it more attractive for developers
low construction activities
» Due to reluctance against homeownership in Germany, property prices
have stagnated/partly decreased for almost two decades (1995-2015)
» With c. 285,000 completed apartments in 2017, supply is still below the
annual requirement of c. 400,000 apartments(2) » Development sector is highly fragmented in Germany, with limited large
(1) Empirica, CBRE
scale companies
(2) Welt.de –Real Estate
(3) Statistisches Bundesamt, Savills, UBS Research, Destatis/Empirica

Consus Real Estate AG 32