30 May 2016
Transcrição
30 May 2016
conwert company presentation 1-3/2016 + May 2016 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q1 2016 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Highlights Q1 2016 conwert with Very Strong Q1 2016 Results + Like-for-like rent increases y-o-y - Increase of 3.1% in core portfolio - Increase of 2.9% in overall portfolio + Vacancy rate reduced: - Core portfolio from 4.9% to 3.5% - Overall from 9.4% to 7.2% + Adjusted NRR margin increased from 87.7% (1-3/2015) to 88.8% (1-3/2016) + Average financing cost lowered to 2.2% + LTV reduced to 47.2% + FFO I up 42.6% to €18.2 mn 3 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q1 2016 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Operating Performance Operating Performance at a Glance 1-3/2016 1-3/2015 Change NCR €/sqm/m 6.44 6.29 2.4% NCR like-for-like residential core €/sqm/m 5.84 5.66 3.1% Vacancy rate % 7.2 9.4 -23.0% Vacancy rate residential core % 3.5 5.0 -30.6% FFO I1) € mn 18.2 12.7 42.6% FFO I per share2) €/share 0.20 0.15 28.6% FFO I per avg. usable space €/ø sqm 8.34 5.20 60.4% Total usable space 1,000 sqm 2,164 2,409 -10.2% 31/03/2016 Fair value3) € mn Initial yield of portfolio % Fair value3) like-for-like € mn EPRA NAV € mn EPRA NAV per share4) €/share 31/12/2015 Change 2,722.5 2,735.0 -0.5% 5.9 5.9 0.6% 2,712.0 2,697.5 0.5% 1,391.3 5.1% 15.72 0.0% 1,462.5 15.72 1) FFO I: Earnings before tax (EBT) - difference between sales and carrying amount of sold properties + operating expenses of sales income -/+ revaluation gains/losses + depreciation and value adjustments + non-cash components of financial income and other non-cash costs not including non-controlling interests + restructuring charges/one-off items - cash taxes (rental) 2) Based on average number of shares outstanding of 91.8 mn in 1-3/2016 and of 82.9 mn in 1-3/2015 3) Incl. IFRS 5 and SELL (at fair values) 4) Based on number of shares outstanding of 93.0 mn as per 31 March 2016 and 88.5 mn per 31 December 2015 Glossary: FV = Fair Value; NCR = Net Cold Rent 5 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q1 2016 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Portfolio Strategy & Valuation Main Portfolio KPIs l-f-l NCR growth (% yoy) Vacancy rate (%) l-f-l Vacancy rate dvpt (% yoy) Units1) FV2) Portfolio segment (No.) (€ mn) Premium markets 8,963 1,041.30 38.2 6.59 3.6 2.7 -5.1 21.4 4.7 10,213 571.10 21.0 5.34 3.1 3.8 -42.7 13.4 7.4 1,711 74.12 2.7 5.16 -0.5 6.5 -13.8 12.5 8.0 639 99.79 3.7 4.53 6.1 2.3 71.4 33.8 3.0 21,526 1,786.31 65.6 5.83 3.1 3.5 -28.7 17.9 5.6 361 167.78 6.2 9.41 2.9 3.0 -13.8 15.8 6.3 21,887 1,954.09 71.8 6.05 3.1 3.5 -28.0 17.7 5.7 Residential non-core 3,421 151.79 5.6 5.36 0.2 17.7 -5.9 13.2 7.6 Commercial non-core 2,165 616.59 22.6 8.64 4.5 16.1 17.1 15.7 6.4 27,473 2,722.48 100.0 6.44 2.9 7.2 -8.3 16.9 5.9 Core markets Core assets Privatisation Residential core Premium commercial Core portfolio Total portfolio 1) excl. parking spaces 2) incl. IFRS 5 and SELL (at fair values) Glossary: FV = Fair Value; NCR = Net Cold Rent; l-f-l = like-for-like % of total FV NCR (€/sqm) FV/NCR (x) NCR/FV (%) 7 + Portfolio Strategy & Valuation Residential Core Portfolio – Overview Top 10 Locations Location FV (€ mn) Units (No.) NCR (€/sqm) FV/NCR (x) Vacancy rate (%) Vienna 410.89 2,432 6.29 28.9 3.9 Berlin 421.40 4,409 6.26 19.5 1.7 Leipzig 263.93 4,533 5.37 13.8 2.8 Potsdam 207.91 1,657 7.01 20.9 2.0 Wuppertal 99.49 2,045 5.24 11.6 1.8 Dresden 44.46 586 6.17 15.7 2.9 Dortmund Chemnitz Erfurt Bochum 31.72 29.63 22.29 19.97 521 618 446 390 5.04 5.00 5.83 5.06 15.4 12.9 14.3 12.3 7.4 8.0 0.6 9.0 1,551.68 17,637 5.88 18.5 2.9 Other locations 234.63 3,889 5.60 14.5 6.1 Residential core 1,786.31 21,526 5.83 17.9 3.5 Total Top 10 Portfolio parts Premium markets Privatisation Premium markets Privatisation Premium markets Core markets Premium markets Core markets Privatisation Premium markets Privatisation Core markets Core assets Core markets Core markets + The top 10 locations make up almost 90% of the core residential portfolio Glossary: FV = Fair Value; NCR = Net Cold Rent 8 + Portfolio Strategy & Valuation Disposals – Current Status Disposals 1-3/2016 1-3/2015 Change + €34.3 mn non-core assets sold in 1-3/2016 at 4.0% above book value Units sold1) No. 177 202 -12.4% Sales proceeds € mn 38.2 50.1 -23.8% + Signed and closed deals in 2016 YTD amount to approx. €145 mn Disposal of book values € mn (36.2) (47.6) -23.9% + Pipeline 2016 well filled Profit from disposals € mn 2.0 2.6 -22.4% Book value step-up % 5.5% 5.4% 1.9% thereof non-core 1-3/2016 1-3/2015 Change Units sold1) No. 144 161 -10.6% Sales proceeds € mn 34.3 46.0 -25.4% Disposal of book values € mn (33.0) (44.4) -25.7% Profit from disposals € mn 1.3 1.5 -17.0% Book value step-up % 3.9% 3.5% 11.7% - Assets under exclusive negotiation amount to more than €300 mn + Well on track to reach guidance of €300-350 mn + Signed / closed deals in 2016 of approx. €145 mn 1) excl. parking spaces 9 + Portfolio Strategy & Valuation Large yield compression expected in 2016 Location 31/12/2015 FV (€ mn) 31/12/2015 FV/NCR (x) Management estimates yield compression in 2016 Value effect (€ mn) Vienna 409.9 29.0 + 1.0-2.0 14-28 Berlin 420.4 19.4 + 1.0-2.0 22-43 Leipzig 263.5 13.8 + 1.5-2.5 29-48 Potsdam 207.5 20.7 + 0.5-1.0 5-10 Wuppertal 100.6 12.0 + 0.5-1.0 4-8 44.4 15.7 + 1.0-2.0 3-6 Dresden Top 6 residential locations 1,446.3 19.0 ~80-140 + Management sees a ~€80-140 mn yield compression in the top 6 cities representing a 5-10% increase over GAV in those cities + Additional value increase through rent increase / vacancy reduction + No downward effects in non-core expected + Next valuation in Q2 2016 10 + Portfolio Strategy & Valuation Maintenance & Modernisation Overview: maintenance and capex costs (in €/sqm) 28.85 28.78 + 2016: conwert aims to further reduce reactive cost for maintenance and capex 14.82 + 2013 - 2015: Reactive maintenance and capex decreased due to improvements in technical quality of assets 24.96 11.62 7.26 + Examples for large ongoing projects: - Am Kiesteich, Berlin €15 mn 10.03 - Baumertweg, Essen €9 mn 13.42 10.85 - Gropius-Terrassen, Bochum €10 mn 5.35 7.20 2013 3.71 4.28 3.11 2014 2015 Maintenance Capex Q1 2016 0.79 0.85 + Many historical projects initiated to reduce high vacancy levels (e.g. Gropius-Terrassen with 47% vacancy rate, Baumertweg with 51% vacancy rate) Capex large projects 11 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q1 2016 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Cost Reduction Programme Operational cost reduction progressing well Ongoing restructuring measures SG&A as % of GAV + Centralisation of all back-office functions (e.g. utility cost billing, rent accounting and rent receivables management) + Harmonisation of organisation and processes across German entities 3.5% 3.4% 3.7% 3.0% 2.7% 2.2% + Reduction of sites by 20% + Restructuring of Austrian operations Status and expected results 2010 2011 2012 2013 2014 Adjusted Rental EBITDA margin of key competitors1) + Works council negotiations done + Individual separation discussions with employees done 2015E Average: 65.0% 65.0% 71.0% 67.0% 66.0% 56.0% + Central service hub in Leipzig being set up + SAP RE-FX (operational module) implemented for Germany 1) Average Q2 2015 to Q1 2016 13 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q1 2016 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Financing Financing Summary Q1 2016 + LTV down to 47.2% + Further interest reduction to 2.2% by refinancing of mortgage loans – Target : ~2% + Average term of loans including corporate/convertible bonds increased by more than one year (to 8,32 years) 15 + Financing Solid Capital Structure, Conservative Financial Policies and IG Rating confirmed LTV evolution (%) 50.0% 49.2%1) 47.2% 46.3% 44.3% December 2015 March 2016 Reported Target Pro forma convertible conversion Financial policies Current maturity profile2) (€ mn) 189.3 65.0 147.2 135.2 3) 124.3 2017 Leverage policy 2 Maintain strong liquidity profile 2018 Mortgage-backed loans + EBITDA interest coverage of more than 2.0x + LTV ≤50% targeted + Ensure that sufficient liquidity is maintained to cover maturities in the next 12-18 months 76.8 30.6 67.2 2016 1 184.9 80.0 48.5 + Current cash-effective interest rate of 2.22% after hedging + Approx. 8.32-year average term of all loans including corporate/convertible bonds + Broad and long-term distribution of debt financing (with 49 financing institutions) + Approx. 63% of debt hedged against interest rises (77% when forward-starting derivatives are included) + LTV currently at 47.2% + IG rating from S&P (BBB-) 2019 Bond 2020 2021 10.2 2022 2023 3 Convertible Bonds Notes: 1) considering 2016 convertible conversion in January 2016; 2) as of 31/03/2016; 3) strike price: €11.27. Other + Ongoing discussions with further lenders on prolongation of mortgage loans + Hedging ratio target of c. 70-80% + Stable dividend policy at 60% of FFO I 16 + Financing Balance Sheet Structure as of 31 March 2016 LTV ratio further improved Balance sheet (€ mn) Breakdown of financial liabilities (€ mn) 2,863 Others 2,863 185 142 186 1.228 Property assets Other liabilities Bond debt 1,370 Bond debt 142 205 Bank debt 302 Bank debt 2.677 1.308 Assets as of 31/03/2016 721 Equity Share of debt of convertible bonds and retail bond 33 banks Range: <€20mn 9 banks Range: €20-50mn 7 banks Range: >€50mn 31/03/2016 Equity and liabilities as of 31/03/2016 Balance sheet indicators Loan-to-value (LTV) incl. cash and cash equivalents Loan-to-value (LTV) (in-the-money convertibles as equity) Equity ratio Equity ratio (in-the-money convertible as equity) Notes: 1) considering 2016 convertible conversion in January 2016. 31/03/2016 31/12/2015 47.2% 49.2%1) Target ≤50% 44.3% 46.3% 45.7% 43.8% – 48.4% 48.2% 17 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q1 2016 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Financials Overview of 1-3/2016 Income Statement Reflecting operational focus (€ mn unless otherwise indicated) 1-3/2016 1-3/2015 Change Rental income 52,6 55.2 -4.6% Net proceeds on property sales 2.0 2.6 -22.5% Service revenues 1.5 1.6 -6.7% Net result from fair value adjustments 1.3 2.9 -53.4% Earnings before interest and tax (EBIT) 25.1 32.5 -22.9% Net finance result (24.7) (25.8) -4.2% Earnings before tax (EBT) 0.4 6.7 nm Profit/loss after tax (4.0) 2.5 nm Profit/loss after non-controlling interests (4.8) 1.7 nm Recurring FFO I1) (excl. sales income) 18.2 12.7 42.6% FFO II2) (incl. sales income) excluding cash taxes / cash profit 19.2 13.7 40.0% Net rental result (NRR) 36.1 38.0 -4.9% NRR margin (in %) 68.7 68.9 -0.3% NRR margin (adjusted) (in %)3) 88.8 87.7 1.3% Comment Impact of sales of non-core assets Reflects lower sales compared to Q1 2015 NRR margin on rental income even improved Despite negative non-cash effects sharp decrease of cash cost of debt Significant growth driven by strong operational result and lower cash cost of debt NRR margin remains stable Increase by 1.3% 1) FFO I: Earnings before tax (EBT) - difference between sales and carrying amount of sold properties + operating expenses of sales income -/+ revaluation gains/losses + depreciation and value adjustments + non-cash components of financial income and other non-cash costs not including non-controlling interests + restructuring charges/one-off items - cash taxes (rental) 2) Cash profit: FFO I + difference between sales and carrying amount of sold properties – deduction of operating expenses of sales result – cash taxes 3) NRR margin (adjusted): NRR margin excluding operating costs charged to tenants 19 + Appendix FFO including Overview One-off Effects (€ mn) EBT Deduction of difference between sales and carrying amount of sold properties Operating expenses of sales result Deduction of result from fair value adjustments of properties Depreciation Non-cash part of financial result and other non-cash costs One-off charges Acquisition due diligence costs Restructuring costs Provisions for legal disputes and others EGM March 2016 FFO I1) (excl. sales income) Difference between sales and carrying amount of sold properties Operating expenses of sales result FFO II2) (incl. sales income) FFO II3) (incl. sales income) excluding cash taxes / cash profit 1-3/2016 1-3/2015 0.4 (2.0) 0.8 (1.3) 0.4 16.9 3.0 0.2 0.2 1.3 1.4 18.2 2.0 (0.8) 19.4 19.2 6.7 (2.6) 0.8 (2.9) 0.3 9.7 0.7 12.7 2.6 (0.8) 14.5 13.7 1) FFO I: Earnings before tax (EBT) - difference between sales and carrying amount of sold properties + operating expenses of sales income -/+ revaluation gains/losses + depreciation and value adjustments + non-cash components of financial income and other non-cash costs not including non-controlling interests + restructuring charges/one-off items - cash taxes (rental) 2) FFO II: FFO I + difference between sales and carrying amount of sold properties – deduction of operating expenses of sales result 3) Cash profit: FFO I + difference between sales and carrying amount of sold properties – deduction of operating expenses of sales result – cash taxes 20 + Financials NAV Composition 31 March 2016 NAV/share constant despite swap breakage and convertible conversion 31/03/2016 31/12/2015 Change €1,249 mn €1,205 mn 3,6% 93,017 88,488 5.1% 13.43 13.63 -1.5% Additional fair value of trading properties/share 0.49 0.35 38.7% Fair value of financial instruments/share 0.45 0.28 57.9% Long-term financing contribution of tenants/share 0.10 0.10 -5.9% Deferred taxes/share 1.26 1.35 -7.1% 15.72 15.72 0.0% -8.0 -8.0 0.0% (€ unless otherwise indicated) Equity (w/o non-controlling interests) Number of shares outstanding (in thousand shares) Equity/share EPRA NAV/share Discount to current share price1) (in %) 1) €14.47 on 24 May 2016 21 + Financials Financial Results Q1 2016 Significant decrease of cash interest cost (€ mn) 1-3/2016 1-3/2015 Cash cost of mortgage loans, convertible bonds and retail bond (7.9) (16.1) Non-cash write-ups for convertible bonds & buyback of convertible bonds (0.3) (0.6) Financial results after write-ups (8.2) (16.7) ∆ of value of derivatives and deduction of cash flow hedge reserve IFRS cash costs Result of associates, interest paid to conwert and others Net finance costs (15.5) (9.5) (1.0) (1.0) - 1.4 (24.7) (25.8) Comment Significant down of cash cost of debt following breakage and restucturing of swops Decrease of interest rate landscape resulted in negative non-cash impact in 1-3/2016 Interest cost improvement hardly visible due to non-cash effects 22 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q1 2016 + Operating Performance + Portfolio Strategy & Valuation + Cost Reduction Programme + Financing + Financials + Strategy Summary, Guidance & Outlook + Appendix + Strategy Summary, Guidance & Outlook conwert has set itself clear targets Portfolio strategy 1 2 Financing strategy Operational efficiency 3 Current portfolio strategy Non-core asset disposals and acquisitions Improvement of rent and vacancy + Focus on residential assets in Germany and Austria + Target of €300-350 mn of non-core sales in FY 2016 + Re-invest disposal proceeds in locations with positive household growth + Temporary re-levering of up to 55% LTV possible – Mid-term LTV target remains at 50% + Increase rent l-f-l mid-term to ~3% p.a. and reduce vacancy to below 3% in core portfolio short-term 4 Cost rationalization + Achieve overall cost reduction of 20% - run rate €8 mn after summer 2016 5 Capital structure + Lower average financing costs to just above 2% 24 + Kapitelüberschrift First acquisition in Germany Location: Duisburg in the city quarter of Mittelmeiderich Description + Strategic location with fast links to Düsseldorf Year built + Area with stronger household growth than the average for the Greater Duisburg area Year acquired + Good growth potential makes the area a well fit to the existing core portfolio of conwert in Germany + Increases conwert´s core residential portfolio by around 5% to 22,500 units (Group´s total 28,500 units) + Closing of the transaction and the full-scale integration in Q3 of 2016 # Units # Parking spaces Rentable space Vacancies at acquisition Acquisition cost 1950 - 1994 2016 1,029 resid. 117 60,388 sqm 2.0% €46 mn 25 + Appendix Duisburg fits into the core markets segment Household Growth vs. City Occupancy Rate in conwert´s core market segments Household growth Duisburg1) . DuisburgMittelmeidrich15% 9% 6% H 3% Mittel-/ UnterMeiderich 0% (3)% H . Average household growth 2015–20252) 12% (6)% (9)% (12)% . 86% > 5.0% 0.0 to 5.0% -2.5 to 0.0% -5.0 to -2.5% < -5.0% 88% 90% 92% 94% City occupancy3) Premium markets (€1,041 mn, 38%) Core assets (€74 mn, 3%) 96% 98% 100% 102% Core markets (€571 mn, 21%) Privatisation (€100 mn, 4%) 1) GfK Geomarketing 2010-14 2) Statistik Austria, Federal institute for statistics (AT; annualised household growth from 2012-2022) and Bundesinstitut für Bau-, Stadt- und Raumforschung for 2015E-2025E (GER) 3) Municipal authority of Vienna (AT) and CBRE - Empirica - Leerstandsindex (‘Marktaktiver Leerstand 2013’) (GER) 26 + Strategy Summary, Guidance & Outlook conwert’s increases its FFO Guidance to €70 mn Business outlook (in € mn) 2016e 70.0 2015 53.4 IST 2015 Portfolio change Cost savings Interest reduction 2016e Comments + FFO I guidance 2016 lifted to €70 mn + Main drivers: Reduction of operating cost Non-core disposals – Timing to be clearer after H1 2016 - Reduction of financing cost - 27 + Strategy Summary, Guidance & Outlook Guidance 2016 2015 2016 €53.4 mn €70.0 mn NRR margin (adjusted)2) 87.2% ~89% LTV 51.0% ~50% €235.0 mn €300-350 mn 35 €c / share3) 61% of FFO min 60% of FFO I 1) Recurring FFO I (excl. sales income) Non core sales volume Dividend proposal 1) FFO I: Earnings before tax (EBT) - difference between sales and carrying amount of sold properties + operating expenses of sales income -/+ revaluation gains/losses + depreciation and value adjustments + non-cash components of financial income and other non-cash costs not including non-controlling interests + restructuring charges/one-off items - cash taxes (rental) 2) NRR margin (adjusted): NRR margin excluding operating costs charged to tenants 3) €32.6 mn divided by current number of shares outstanding of 93.0 mn as per 21 March 2016 28 + Strategy Summary, Guidance & Outlook AGM 2016: Agenda 1. Presentation of the approved annual financial statements including notes and management report, the Corporate Governance Report, the consolidated financial statements including notes and management report, the report of the Administrative Board as well as the presentation of the annual report of the Administrative Board. 2. Resolution on the appropriation of the net profit for the 2015 business year. 3. Resolution to ratify the actions of members of the Administrative Board for the 2015 business year. 4. Resolution to ratify the actions of Executive Directors for the 2015 business year. 5. Appointment of the auditor of the annual financial statements and the consolidated financial statements for the 2016 business year. 6. Election of one member to the Administrative Board. 7. Amendment of the remuneration for the Administrative Board as of 1 January 2016. 8. Resolution on the authorisation of the Administrative Board to acquire own shares of the Company and to determine the conditions for the buy-back (trading in own shares is excluded as purpose of the acquisition). 9. Amendment of the Articles of Association in Art. 10 Sec. 1 and 3 and Art. 14 Sec. 1. 29 conwert is a fully integrated real estate company focusing on residential properties and apartment buildings in Austria and Germany. This focus is complemented by a commercial property portfolio. conwert owns, develops, lets and sells properties in metropolitan regions. conwert’s business model is based on three pillars: portfolio asset management, the development and sale of properties and the property service segment. conwert relies on a transparent corporate culture and a clear strategy for the implementation of its objectives. A code of conduct applicable to all employees of the group lays down the ethical principles of entrepreneurship and governs the behaviour of employees when dealing with one another and with the stakeholders. Content + Highlights Q1 2016 + + + + + + + + Operating Performance Most recent acquisition Portfolio Strategy & Valuation Cost Reduction Programme Financing Financials Strategy Summary, Guidance & Outlook Appendix + Appendix conwert at a Glance1) Long-term development of residential properties in Germany and Austria Overview + conwert is one of the largest managers and developers of residential properties in Germany and Austria + The portfolio is comprised of approx. 27,500 units with a usable space of approx. 2.16 mn sqm - Residential core: approx. 21,500 units / 1.44 mn sqm - Commercial core: approx. 400 units / 92 Tsqm - Non-core: approx. 5,600 units / 0.63 mn sqm + By 31 March 2016, 22.1% of the portfolio were in Austria and 76.7% were in Germany. The remaining 1.2% were located in other countries2) + The conwert business model is mainly based on generating income from managing and developing residential properties and is supplemented by providing property services to third parties 1) 2) as on 31 March 2016 based on sqm conwert core markets Berlin Potsdam Dresden NRW D SK A HU Vienna Leipzig Core markets Regional markets + Portfolio value: €2.7 bn + Rental income: €52.6 mn + LTV: 47.2% 31 + Appendix New Portfolio Strategy – Overview Portfolio segment Segment characteristics Main locations Strategy Premium markets + Strong household growth forecast + Low city vacancy rate + + + + Berlin Vienna Potsdam Dresden Keep / invest Core markets + Either good household growth or high occupancy markets + Leipzig + Wuppertal + Dortmund Keep / invest Core assets + Good micro locations + Chemnitz Keep / invest selectively Privatisation + Residential assets prepared for disposal of individual units + Vienna + Berlin Realise attractive margin on disposal Premium commercial + Commercial assets in top locations with excellent re-letting potential + Vienna + Munich + Leipzig Hold opportunistically Residential non-core + Locations with low development potential or locations attached to non-core commercial + ND Dispose around fair value Commercial non-core + Commercial units with limited upside within conwert + ND Dispose around fair value 32 + Strategy Summary, Guidance & Outlook conwert’s criteria on value accretive acquisitions + Focus on A and B locations – share below 30% in top micro locations in C-cities initially acceptable Acquisition criteria: Strategic + Positive household growth dynamics + New locations only added if acquisition greater than 500 units; new regions only possible in case of significantly larger acquisitions Focus on fundamental growth and portfolio quality Acquisition criteria: Financial Acquisition financing + FFO-accretive in the short to medium term including any potential synergies + NAV-neutral in short to medium-term Focus on value accretive transaction + Current firepower of >€300 mn – Including disposals, up to €500 mn short term + Committed to maintain LTV target in the medium-term Focus on re-allocation of disposal cash + Appreciable growth possible with a limited number of small acquisitions conwert size advantage + Smaller acquisitions around €50-150 mn less competitive than larger tickets: - Less risk of over-paying - Higher probability to find assets in core regions / selected growth regions - However: Larger acquisitions possible in case of good fit Targeted approach to acquisitions allows stronger value accretion + conwert is well positioned to re-start its value accretive growth strategy post successful deleveraging over last few years 33 + Portfolio Strategy & Valuation Premium Commercial Portfolio Overview Locations Units Usable space (No.) (sqm) Fair value (€ mn) NCR (€/sqm) FV/NCR (x) Vacancy rate (%) Type of assets Vienna 104 18,423 54.54 11.48 21.0 1.3 apartment, office, retail Munich 5 13,371 27.85 11.42 14.8 0.0 school Leipzig 61 18,600 19.54 6.24 12.8 1.6 office Meitingen 19 8,948 17.09 10.90 15.7 7.3 retail Berlin 51 8,810 13.10 8.47 14.5 0.8 apartment, office, retail Magdeburg 72 10.051 13.02 7.46 14.6 9.6 apartment, office, retail 8 6,413 12.08 11.91 12.3 0.0 office, retail Other 41 7,622 10.56 8.17 14.1 7.3 apartment, office, retail Total 361 92,238 167.78 9.41 15.8 3.0 Starnberg + Strategy: Hold opportunistically – very low re-letting risk and excellent locations Glossary: FV = Fair Value; NCR = Net Cold Rent 34 + Appendix Valuation of conwert Share Discount to NAV significantly reduced Performance of the conwert share Analyst research 17 9 analysts in total €15.72/share1) 16 7.0% discount to NAV 15 14 13 Despite outperforming ATX, discount to NAV much higher than peers in residential segment 7 2 €14.40/share1) 12 Hold 11 10 9 conwert ATX 05/2015 11/2015 05/2016 NAV conwert Hold 13.50 BoAML Buy 14.20 Deutsche Bank Buy 17.50 Erste Group Accumulate 13.50 HSBC Buy 16.10 Kepler Cheuvreux Buy 15.50 Oddo Seydler Buy 15.70 RCB Hold 14.70 SRC Research Buy 15.00 €15.08 Current share price3) €14.47 Treasury shares 11/2014 Baader/Helvea Average target price 7 05/2014 Target €15.72 Outstanding shares 11/2013 Recommendation EPRA NAV2) 8 05/2013 Buy Bank Treasury shares in % of issued shares 93.017 mn 1.58 mn 1.7% of o/s 1) As of 18 May 2016 2) Pro forma; including breakage of swaps and conversion of 2016 convertible bond 3) As of 24 May 2016 35 + Appendix Portfolio by Region Detailed overview as per 31 March 2016 Units (No) Parking spaces (No) Usable space2) (T sqm) Vacancy (%) of which strategic vacancies (%) % change of vacancies (%) FV Yield (%) Change in yield (%) Property assets (T€) NCR (€/sqm) Austria Residential core 2,521 785 197.0 4.3 0.8 -9.3 3.5 -3.9 400,872 6.28 104 124 18.4 1.3 - -79.9 4.8 6.1 54.536 11.48 Non-core 1,543 2,992 262.5 15.7 3.4 5.6 6.1 7.1 395,587 8.39 SUBTOT Austria 4,168 3,901 477.9 10.5 2.2 -2.2 4.8 0.4 850,995 7.59 19,005 4,122 1,251.6 3.3 0.1 -33.8 6.3 -4.8 1,350,266 5.77 257 889 73.8 3.4 0.4 27.2 7.1 2.9 113,243 8.89 3,848 1,985 334.1 15.3 0.0 -8.1 7.2 2.6 324,559 6.69 23,110 6,996 1,659.5 5.8 0.1 -28.1 6.5 -3.3 1,788,068 6.07 195 302 27.0 6.3 -3.1 38,152 21,526 4,907 1,448.5 3.5 0.2 -30.6 5.6 -4.1 1,751.138 5.83 361 1,013 92.2 3.0 0.3 -13.8 6.3 6.3 167,780 9.41 21,887 5,920 1,540.8 3.5 0.2 -29.9 5.7 -3.5 1,918,917 6.05 5,586 5,279 623.6 16.6 1.5 -5.2 6.6 4.0 758,298 7.55 Commercial core Germany Residential core Commercial core Non-core SUBTOT Germany OTHER1) Residential core Commercial core SUBTOTAL core Non-core TOTAL conwert Group 27,473 11,199 2,164.4 40.7 7.2 1.6 0.5 -20.7 -23.0 5.9 -1.8 2,677,215 11.16 6.44 1) Slovakia, Hungary, Ukraine, Luxembourg 2) excl. parking spaces 36 Disclaimer This presentation includes various forecasts and expectations as well as statements concerning the future development of the conwert Group. These statements are based on assumptions and estimates, and may be connected with known and/or unknown risks and uncertainties. Actual developments and results as well as the financial, earnings and asset position of the Group may therefore differ materially from these expectations and assumptions. The reasons for such variances may include market fluctuations, the development of property prices and rents as well as financial markets and foreign exchange rates, changes in national or international laws and regulations or fundamental changes in the economic and political environment. For this reason, futureoriented statements are only related to the day on which they are made. conwert will accept no obligation to revise or adjust such statements to reflect new information or future results.