Company Presentation Consus Real Estate AG
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Company Presentation
Consus Real Estate AG
July 2019
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
Titel
I. Overview
Consus Real Estate AG
Vitopia Kampus Kaiserlei in Frankfurt/Offenbach forward sold to institutional investor for a GDV of €60m
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
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
Titel
II. Company highlights
Consus Real Estate AG
Cologneo I Corpus in Cologne forward sold to institutional investor for a GDV of €241m
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
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 7
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
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
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
Consus Real Estate AG 10II. 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 11II. 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 12II. 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 13II. 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 14II. 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 15II. 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 16II. 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 17Titel
III. Financials
Consus Real Estate AG
ÜBerlin condominium project in Berlin with a GDV of €205mIII. 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 19III. 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 20III. 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 21III. 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 22III. 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 23III. 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 24Titel
IV. Appendix
Consus Real Estate AG
Quartier Hoym in Dresden forward sold to institutional investor for a GDV of €141mIV. 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 26IV. 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 27IV. 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 28IV. 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 29IV. 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 30IV. 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 31IV. 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 32IV. 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 33IV. 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 34IV. 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 35IV. 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 36IV. 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 37IV. 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 38IV. 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 39IV. 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 40IV. 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 41IV. 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 42Disclaimer
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
publication or distribution in nor taken or transmitted into the United States of America (“United States”), Australia, Canada or Japan and does not constitute an offer of securities for sale in any of these jurisdictions. Any
securities offered by Consus have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States and
such securities may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local
securities laws. This Presentation does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person or in any jurisdiction to whom or in which such offer or solicitation is
unlawful.
By receiving this Presentation, you agree to be bound by the foregoing limitations. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. This Presentation does not constitute
investment, legal, accounting, regulatory, taxation or other advice.
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