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Consus Real Estate AG

Company

PresentationMay 2019

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Disclaimer

THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF

AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL.

This presentation (“Presentation”) was prepared exclusively by Consus Real Estate AG (“Consus”) solely for informational purposes and has not been independently verified and no representation or warranty, express or

implied, is made or given by or on behalf of Consus. Nothing in this Presentation is, or should be relied upon as, a promise or representation as to the future.

This Presentation does not constitute or form part of, and should not be construed as, an offer or invitation or inducement to subscribe for, underwrite or otherwise acquire, any securities of Consus, nor should it or any part of it

form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of Consus, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or

commitment whatsoever. This Presentation is not an advertisement and not a prospectus for the purposes of the Prospectus Directive (as defined below). Any offer of securities of Consus will be made by means of a

prospectus or offering memorandum that will contain detailed information about Consus and its management as well as risk factors and financial statements. Any person considering the purchase of any securities of Consus

must inform itself independently based solely on such prospectus or offering memorandum (including any supplement thereto). This Presentation is being made available to you solely for your information and background and is

not to be used as a basis for an investment decision in securities of Consus.

Certain statements in this Presentation are forward-looking statements. These statements may be identified by words such as "expectation", "belief', "estimate", "plan", "target“ or "forecast" and similar expressions, or by their

context. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking

statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results may differ from those set forth in the forward-

looking statements as a result of various factors (including, but not limited to, future global economic conditions, changed market conditions affecting the industry, intense competition in the markets in which Consus operates,

costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting Consus’ markets, and other factors beyond the control of Consus). Neither Consus nor any of

its respective directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You

should not place undue reliance on forward-looking statements, which speak of the date of this Presentation. Statements contained in this Presentation regarding past trends or events should not be taken as a representation

that such trends or events will continue in the future. No obligation is assumed to update any forward-looking statements.

This document contains certain financial measures (including forward-looking measures) that are not calculated in accordance with IFRS and are therefore considered "non-IFRS financial measures". Such non-IFRS financial

measures used by the Consus are presented to enhance an understanding of the Consus's results of operations, financial position or cash flows calculated in accordance with IFRS, but not to replace such financial information.

A number of these non-IFRS financial measures are also commonly used by securities analysts, credit rating agencies and investors to evaluate and compare the periodic and future operating performance and value of other

companies with which the Consus competes. These non-IFRS financial measures should not be considered in isolation as a measure of the Consus’s profitability or liquidity, and should be considered in addition to, rather than

as a substitute for, net income and the other income or cash flow data prepared in accordance with IFRS. In particular, there are material limitations associated with the use of non-IFRS financial measures, including the

limitations inherent in determination of each of the relevant adjustments. The non-IFRS financial measures used by the Consus may differ from, and not be comparable to, similarly-titled measures used by other companies.

Certain numerical data, financial information and market data (including percentages) in this Presentation have been rounded according to established commercial standards. Furthermore, in tables and charts, these rounded

figures may not add up exactly to the totals contained in the respective tables and charts.

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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I. Overview


Consus - the leading real estate developer in Germany

4

Breakdown of the development portfolio by city(5)

Frankfurt

13%Berlin

12%

Dusseldorf

4%

Leipzig

13%

Stuttgart

18%

Cologne

11%

Hamburg

20%

Munich

5%Dresden

4%

(1) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed; (2) As of 31 Mar 2019, incl. LOIs of €68m, LOIs under negotiation of €498m and pre-sold condominiums of €151m; (3) EBITDA pre

Purchase Price Allocation (PPA) and pre one-off costs; (4) As appraised by third party appraiser as of 31 Dec 2018; (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

Development portfolio breakdown

64 projects

in total(1)

Focus on Forward Sales

▶ The leading German residential developer, with focus on top 9 German cities

▶ Strong market share in undersupplied German residential real estate market

with focus on affordability

▶ Forward sale-oriented business model de-risks development, financing and exit

▶ Fully integrated real estate platform covering the entire value chain

▶ Headquartered in Berlin with ~780 employees currently focused on

construction and sales

▶ PF FY2018 Revenues of €656m and Adjusted EBITDA of €253m

Unique business model Key financials + KPIs

~20%Targeted Medium-term

Adjusted EBITDA

margin

€2.95bnMarket GAV(4)

€9.6bn GDV(1)

development portfolio across

64 projects

€2.5bnGDV in forward sales

volume contracted +

LOI(2)

3.0xTargeted Medium-term

Net Debt / Adjusted

EBITDA

Diversified across the top 9 cities in Germany

GDV:€9.6bn(1)

Target Forward Sales

35%

Forward Sold(2)

26%Condominiums

20%


Upfront sale/LOI signed

18%

80% with forward

sales approach;

33% of which is

already forward

sold or under

LOI(2)

€450mTargeted Adjusted

EBITDA(3) 2020


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

5

(1) On a fully diluted basis; (2) Includes 5 new projects with a total GDV of €750m that have been secured from 16 April 2018

1995

Foundation of

CG Gruppe

2007

2007:

Start Project

development

2009

2009:

First forward sales to

institutional purchasers

2010:

Started expanding in

Germany

2010 2017

Aug 2017:

Acquisition of 50%

stake in CG

2018

Q1 2016

Significant investment

in CG by Aggregate

Nov 2017:

Issue of €200m

convertible bond

Dec 2017:

Consus

stake in CG

increased to

59%(1)

April 2017:

Listing of Consus on

XETRA

Dec 2017:

€680m forward sale

April 2018:

€750m development

growth(2)

June 2018:

Equity raise of

€131m to support

further growth

August 2018:

Agreement to

increase stake in

CG up to 75%(1)

November 2018:

Acquisition of SSN

Q4 2018:

Consus signed forward

sale agreements with a

GDV of €443m

2019

Q1 2019:

Consus signed 3

forward sale

agreements with a

GDV of €170m


Consus is the leading real estate developer in Germany’s top 9 cities

6

Footprint in Germany further enhanced by the acquisition of SSN

(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

Area 369 km²

€1,930m GDV

20% of total GDV

#1

Hamburg

Area 364 km²

€1,720m GDV

18% of total GDV

#2

Stuttgart

Area 536 km²

€1,277m GDV

13% of total GDV

# 4

Leipzig

Area 198 km²

€1,176m GDV

12% of total GDV

#3

Berlin

Significant increase in development activities through SSN acquisition

Berlin

Leipzig

Dresden

Frankfurt

Dusseldorf

Cologne

Hamburg

Stuttgart

Munich

CG SSN

SSN acquisition rationale

A leading development platform in Germany

Excellent portfolio fit, enhancing Consus’ German

footprint

Attractive land plots in Germany’s top metropolitan areas

Strategic fit of SSN forward sales business model

Significant synergy potential

The leading property developer in Germany’s top 9 cities(1)

Note: Bulwiengesa Projektentwicklerstudie Top 9 Cities in Germany as of 21 Mar 2019

0 500 1.000 1.500 2.000

Büschl

PROJECT PI

Pandion

Groß & Partner

BPD

Bonava

Instone

Zech Group

Consus

in m2 ’000s

Development area (‘000 sqm)

(1)


Consus’ management teamA strong and proven management team across the group

7

» Over 25 years operational and leadership experience in German real estate companies

» Former CEO of publicly listed DEMIRE, expansion of buy-to-hold assets >€ 1bn

» Previously Deka Immobilien and partner at Ernst & Young Real Estate

Andreas Steyer

CEO

Consus

» Over 25 years experience in the financial industry with 14 years at UBS (IB)

» Previously at Aggregate Holdings, the majority shareholder of Consus

» 5 years of experience as board member and CFO of a publicly listed company

Benjamin Lee

CFO

Consus

» Several years of experience in the financial sector in Amsterdam and Frankfurt

» Formerly at ABN Amro and Bethmann Bank

» Responsibilities at SSN Group include Finance, Business Development, Debt Advisory, Risk Management

Theo Gorens

Deputy CFO and CRO

Consus

» Founder and CEO of CG Gruppe and one of the leading entrepreneurs in the German real estate

development sectors

» Leading innovation in the industrialization and digitalisation of the real estate development

Christoph Gröner

CEO

CG Gruppe

» Mr. Kutz has been Deputy-CEO and COO since 2011 and is in charge of the project development,

forward sales and the financing of projects of CG Gruppe

» Previously Senior Real Estate Asset Manager with Lone Star Funds, and before CEO of Alpine Finanz

Group

Jürgen Kutz

COO

CG Gruppe

» CEO and founder of SSN Group

» He founded SSN Group in 2004 and has a development track record of €7.5bn GDV since its foundation

Michael Tockweiler

CEO

SSN

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II. Company highlights


Key investment highlights

Strong operational capabilities and track recordIV.

Unique and flexible business modelII.

Robust development portfolioIII.

Solid cash flow generation model and performance visibilityV.

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

Experienced management teamVI.

9


Exposure to Germany’s favourable macro conditions in highly attractive locations

Attractive housing sector fundamentals in the strongest European economyI.

10

0,0%

1,1%

0,4%

1,1%

0,9%

Germany UK France Spain EU

-8,0%

-6,0%

-4,0%

-2,0%

0,0%

2,0%

4,0%

6,0%

70

80

90

100

110

19

95

19

97

19

99

20

01

20

03

20

05

20

07

20

09

20

11

20

13

20

15

20

17

Rental-price index GDP growth

1,3% 1,3%

0,9%

0,4%

1.0%


Germany as “safe haven” economy

Source: EIU

GDP CAGR 2008-2018

Source: EIU, Bloomberg as of 21 Mar 2019

64% 87% 98% 98% 82%

10-year government yield Mar-2019

Government debt (2017, % of GDP)

Largest housing market in Europe

82,5

67,3 65,7

46,5

18,2

41,5

28,1 30,4

18,9

8,0


Forecast of total population per country in 2020 (m)

Forecast of total households per country in 2020 (m)

Source: BMI

51,4%

65,0% 64,4%

77,1%

69,3%


Source: Eurostat

Source: Destatis, EIU

Source: Eurostat

20,6%

29,6%

22,6%

32,1%

24,7%


Share of rent in disposable household income as

% of total (2017)

Strong and consistent rental price growth

No decline in rental prices

in over 20 years across the

economic cycle

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

(2)

(1) (1)

(1) (1)

Lowest “risk free” rate in Europe Strong rental culture; low home ownership Rent affordability remains healthy

Home ownership rate (%) (2017)

2018


Exposure to Germany’s favourable macro conditions in highly attractive locations

Excellent business opportunity for residential developers

11

I.

» Since 2015 apartment prices exceed construction costs for the first time since reunification in Germany making it more attractive for developers

» Due to reluctance against homeownership in Germany, property prices have stagnated/partly decreased for almost two decades (1995-2015)

» Development sector is highly fragmented in Germany, with limited large scale companies

» Residential market is highly undersupplied due to population growth and low development activities

» With c. 285,000 completed apartments in 2017, supply is still below the annual requirement of c. 400,000 apartments(2)

…and provides market opportunities for developers(3)

Supply mismatch led to rising rents and declining

vacancies…(1)

2,966

2,813

€/m2

(1) Empirica, CBRE;(2) Welt.de – Real Estate; (3) Statistisches Bundesamt, Savills, UBS Research, Destatis/Empirica

2€/m2

1.500

2.000

2.500

3.000

3.500

Construction Cost (Land & Construction Cost) Condominium Prices

1,0%

2,5%

4,0%

5,5%

4,0

5,0

6,0

7,0

8,0

Rent Price (€/m p.m., LHS)

Vacancy Rate (%, RHS)

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018


Unique and flexible business modelForward sales business model reduces development risks

Key advantages of the forward sale business model

Flexibility to optimise development pipeline based on local demand

Faster project development through high volume sales to institutional

purchasers

Well balanced projects’ cash flows through development milestones

Future upside from rental increases built in the forward sale agreements

Well positioned for “Quartier” development, in line with the institutional

purchasers’ investment policy (mix of residential and commercial tenants)

Stable and broad relationships with authorities as institutional purchasers

are “good landlords” focused on middle-income tenants

Attractive rental spreads over bund yields for institutional purchasers

(1) As of 31 Mar 2019, incl. LOIs of €68m, LOIs under negotiation of €498m and pre-sold condominiums of €151m; (2) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed; (3) Selection of Consus’ forward sale investors

II.

12

~80% of the portfolio based on forward sales…

Germany: attractive rental yield spreads vs. 10y Bunds

…to large institutional purchasers (3)

GDV:€9.6bn(2)

Target Forward Sales

35%

Forward Sold(1)

26%Condominiums

20%

€2.5bn already

forward sold(1)

(24%)

€1.8bn upfront

sale (incl. LOI

signed)

(18%)

€7.6bn of entire

GDV with

forward sales

approach (80%)


0,0%

2,0%

4,0%

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Bundesbank 10Y year-end yield Rental yield in Germany

Source: Bulwiengesa , Bloomberg

Global financial crisis

Expected economical recovery

and loosening monetary policy

Upfront sale / LOI signed

18%

80% with forward

sales approach;

33% of which is

already forward

sold or under

LOI(1)

€3.4bn to be

forward sold

(37%)


Unique and flexible business modelCore business model consists of forward sales to institutional purchasers

13

Consus acquires land plots and

lays out overall project structure

Finalize the project and obtain

building permits for residential

developments with commercial

potential

Prior to starting construction,

projects are forward-sold to

institutional purchasers

Construction begins after completion of the forward-sale and is paid on the basis of pre-

agreed milestones over the construction period

Forward sales model targeting a cash flow positive profile as soon as the first payment is received

Flexibility to optimise development pipeline based on local demand

Reduced requirement for capital due to early capital recycling

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

GDV:€9.6bn(1)

80% with forward

sales approach

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

I II. III. IV.

BuyPlots

I.

PlanProject

II.

SellForward

III.

Build& Deliver

IV.

(1) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed

Development portfolio

Post building

permit,

construction

phase takes

~24-36months

II.


Unique and flexible business modelCondominium units sold to retail purchasers complement the core business model

14

Consus acquires land plots and

lays out overall project structure

Finalize the project and obtain

building permits

Condominium units sold to retail

purchasers with higher margins

compared to forward sales

Significant amount of construction

cost covered by regular payments

with final instalment received at

completion

Complements the core business model as condominiums are often a part of larger quartier developments

Pre-defined payment schedule with typical 30% payment upfront and pre-agreed payment milestones

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

GDV:€9.6bn(1)

20% with

condominium

sales

approach

Business model for Condominium projects

I II. III. IV.


BuyPlots

I.

PlanProject

II.

Sell

III.

Build& Deliver

IV. Post building

permit,

construction

phase takes

~24-36months

II.



Unique and flexible business model€680m forward sale of “VauVau” shows ability to execute large projects with minimum development risks

15

II.

» Renovation and conversion of office buildings and high-rises into modern residential and commercial complexes

» Located in major cities under the brand VauVau

» The VauVau concept offers smart and efficient usage of space and combines new ways of living and technology (shared office space, integrated services etc.)

» Phasing of the projects: Construction of 4 of the 5 projects initiated and VauVau Dusseldorf construction to start in April 2019

The €220m prepayments received from VauVau projects in 2018, on total forward sale contracts of €680m, demonstrate the

strong FCF conversion capacity of the forward sales model

Five individual projects under the brand VauVau forward sold to an institutional purchaser

DRESDEN – Annenstr.

LEIPZIG – Pragerstr.OFFENBACH/FRANKFURT

DUSSELDORF – Mercedesstr.

COLOGNE – Stolkgasse

# units 191

Residential space 11,155 m2

Commercial space 3,323 m2

Completion date 2020/2021

# units 296



Completion date 2020

# units 632



Completion date 2020/2021

# units 423




# units 202





Unique and flexible business modelBottom-up approach to forward sale price negotiation aims to lock-in profitability

16

II.

Landacquisition

costs

Planningcosts

Othercosts

Contractedcash inflow

Rentupside

potential

Land acquisition

costs:

19-25%Construction

costs

(excl. planning)

Planning costs

15% of

Total Construction

costs

Indicative overview of cost structure

Indicative cost and profit structure

20% Targeted Adjusted

EBITDA margin

I

II

III

IV

Illustrative example

Total Construction

costs:

75-81%

Further upside

Construction costs

Land acquisition

access and

sourcing

» Broad network with strong access to municipalities and key decision makers

» Well established market player with robust reputation

» Ability to develop complex large-scale projects with quartier / phasing approach

Re-development

potential with

minimized cost

overrun risk

» Focus on turnkey contracts with 3rd party contractors minimising cost over-runs

where possible

» Integrated development platform with in-house development capabilities,

facilitates re-development owing to lack of such competences in the market

» Up to 30% construction costs future reduction potential through digitalization

Contractually

agreed

cash inflows

with

significant

rent upside

potential

» “Minimum price” forward sale contract with institutional purchasers targeted to

fully cover the construction costs

» Contracts structured to provide upside from rent increases upon construction

completion/renting of finished projects

» Capitalize on potential operational synergies through accretive acquisitions

I

II

III

IV

Ability to budget project costs enables upside potential

Illustrative example


Robust development portfolioA sizeable €9.6bn GDV portfolio still in ramp-up phase

17

III.

Asset

class

Standardised rental apartment blocks and integrated

residential and commercial developments (“Quartier”)

Location Focus on top 9 German cities

Size Standardised 100+ apartments

Forward

sale

focus

Forward sale to institutional purchasers, with target of

forward selling price agreed before start of construction

Lot SizeSized for demand (1-2 bedroom with 50-70m2) +

VauVau concept at around approx. 50m2

Investment criteria

(1) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed; (2) Reflects GDV reduction by € 122m through sales of Xberg and HAU BT 4-6 in

December 2018

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

4,6

9.6

0,7

0,9

3,5

0

1

2

3

4

5

6

7

8

9

10

GDV as of Dec2017

Organicacquisitions

H1 2018

Organicacquisitions

H2 2018

SSN acquisition GDV as of Dec2018(1) (2)

....still in ramp-up phase

€bn

GDV:€9.6bn(1)

30% under construction

(~40-50% target)



Robust development portfolio Strong existing development portfolio in top 9 German cities

18

III.

Strong footprint in Germany’s top economic regions – 64 projects with GDV of € 9.6bn(1)

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

Leipzig/Erfurt

GDV in €m: 1,277

Area in k m²: 536

Avg. Sales Price: 2.390

% of total GDV: 13%

Projects: 17

Cologne/Aachen

GDV in €m: 999

Area in k m²: 209


% of total GDV: 10%

Projects: 5

Frankfurt/Offenbach

GDV in €m: 1,238

Area in k m²: 173


% of total GDV: 13%

Projects: 7

Hamburg

GDV in €m: 1,930

Area in k m²: 369


% of total GDV: 20%

Projects: 6

Berlin

GDV in €m: 1,177

Area in k m²: 198


% of total GDV: 12%

Projects: 9

Dresden

GDV in €m: 416

Area in k m²: 93


% of total GDV: 4%

Projects: 6

Dusseldorf/Dortmund

GDV in €m: 369

Area in k m²: 65


% of total GDV: 4%

Projects: 4

Stuttgart/Karlsruhe

GDV in €m: 1,720

Area in k m²: 364


% of total GDV: 18%

Projects: 7

Berlin

Leipzig

Dresden

Frankfurt

Dusseldorf

Cologne

Hamburg

Stuttgart

Munich

Munich

GDV in €m: 478

Area in k m²: 67


% of total GDV: 5%

Projects: 3


Robust development portfolio Balanced distribution of properties to be developed in the short and medium term

19

III.

# Entity Project Name CityGDV in

€m% of Total GDV % Residential

Net floor

area in m²Status

Development

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

Main focus on residential and “quartier” developments

Approach to develop large projects in phases

All “quartier” developments include commercial properties

* Signed sale contract

€9.6bn(1)

64 projects Residential

60.3%

Other

7.4%

Retail, Office

& Hotel

32.3%


Commercial units

linked to residential

projects sold as a

combined

development

project


Strong operational capabilities and track recordCompetitive advantage through digitalisation

IV.

20

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

(1) Based on management estimates

Reduce labour

costs per m2/ concrete

Ability to pre-fabricate wall and

ceiling units for ~1,950 residential

units per year(1)

Wall units up to 30% cheaper

than market price level(1)

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

Digital

construction

and

development

platform

» Digitalized offering to include component catalogue, procurement platform, floor plan generator and configurator

» Further supported by the recent acquisition of the PropTech company DIPLAN

Introduction

of new

building

standards

» Building Information Modelling (BIM): 6 dimensional approach to construction

processes

» 2D = Architectural planning; 3D = Digital 3D plan; 4D = Time; 5D = Cost;

6D = Lifecycle

» Reduced procurement costs via direct supply chain management

Pre-fabrication

operations

with partner

» Setting up a highly automated pre-fabrication plant in Erfurt in partnership with

European Modular Constructions GmbH

» Plant will be one of Europe’s largest for construction elements

» Targeted to start production in 2020 with focus on massive concrete parts

Save up to 6 months in the

development timeline(1)

II

III

I


Strong operational capabilities and track recordOver €450m forward sales and substantial development milestones achieved in 2018

21

IV.

» A well-known institutional investor acquired part of the ‘Cologneo I’ mixed

quartier development for €241m with an additional upside of up to €36m

(+15%), if rents above current market rent will be achieved

City/Project KPIs Pictures

GDV € 846m

Completion 2021 to 2025

Asset type Mixed

Area (sqm) 184,790

» Historical residential project in sought after quarter Frankfurt Westend with

sales progressing well with c. 77% of condominiums already sold

DeliveryConstructionDevelopment /

Forward saleAcquisition

GDV € 92m

Completion 2020

Asset type Residential

Area (sqm) 9,108

GDV € 57m

Completion 2020


Area (sqm) 11,054

GDV € 145m

Completion Sold

Asset type Mixed

Area (sqm) 59,591

» Successful ground breaking for 141 apartments with a size ranging from 35 to

161 sqm in Charlottenburg

» The project has been forward sold to an institutional investor

2020

Cologne,

Cologneo I-III

Frankfurt,

Grand Ouest

Berlin,

Ernst-Reuter-

Platz

Berlin,

HAU & X-Berg» Consus sold the plot to a commercial real estate developer with a significant

gain to focus on its core competencies in residential property development

Sales

Status

Forward Sold

for

€241m

Condo Sales

at c. 77%

Forward Sold

for

c. €60m

Significant gain

realized

» Currently the building plan is expected to be amended by with the local

authorities to increase the constructible area

» The entire Kaiserlei Quartier represents a GDV of around €409m with the

largest part of the project being placed with a pension fund at the end of 2017

GDV € 95m

Completion 2020

Asset type Commercial

Area (sqm) 18,686

Forward

Sold for

up to €95m

GDV € 70m

Completion 2021


Area (sqm) 13,985

Forward

Sold for

c. €70m

» In the city center of Mannheim a new hotel and office building in the up-and-

coming Mannheim business district is currently being developed

» The project was forward sold at the end of 2018 to a well-known institutional

purchaser

Mannheim,

No.1

Frankfurt,

Campus Kaiserlei

(BT G,H)

GDV € 38m

Completion 2019


Area (sqm) 10,400

Forward

Sold for

c. €38m

» A well-known institutional investor purchased the Carree Löbtau development

for €38m with an additional upside of up to 12%, if rents above current market

rent will be achieved

Dresden,

Carree Löbtau


Strong operational capabilities and track recordForward sales: continued progress year-to-date 2019

22

IV.

» A well-known institutional purchaser acquired the ‘Ostplatz’ project in Leipzig

for €64m with an additional upside of up to €16m (+25%), if rents above current

market rent will be achieved

City / Project KPIs Pictures DeliveryConstructionDevelopment /


Sales

Status

GDV € 57m

Completion 2020

Asset type Mixed

Area (sqm) 16,869

Leipzig,

OstplatzQ1’19

Forward

Sale Date

» Consus sold the project to a real estate developer with significant EBITDA pre-

PPA realised to balance its portfolio across Germany. The purchase price

reflects the current status of the development.

GDV € 884m

Completion Sold

Asset type Mixed

Area (sqm) 267,941

Upfront

sale

Leipzig,

Project 416Q1’19

» Centrally located in Berlin-Charlottenburg, this modern office building with

around 11,000 m2 of rental office will be certified with the highest sustainability

criteria, “LEED Gold”. This project was forward sold to BNP Paribas REIM in

February 2019.

GDV € 68m

Completion 2020

Asset type Commercial

Area (sqm) 11,268

Forward

Sold with

upside of

up to 26%

Berlin,

Franklinstr.Q1’19

» Consus forward sold this development project in fast growing Leipzig to a well-

known institutional purchaser.

GDV € 41m

Completion 2021

Asset type Mixed

Area (sqm) 12,311

Forward

Sold for

c. € 40m

Leipzig,

Dessauer-/

Hamburger Str.

Q1’19

Forward

Sold for

c. €64m

» LOI in negotiation for a residential development with 107 city apartments in the

Stuttgart region for approx. € 50m. Böblingen is home to the largest Mercedes

factory globally.

GDV € 50m

Completion 2020

Asset type Mixed

Area (sqm) 8,955

LOI in neg.

Stuttgart

region,

City-Carré

Böblingen

Q2’19

» LOI of a forward sale signed in February 2019 for a €68m residential

development in a prime location of Dresden

GDV € 68m

Completion 2021

Asset type Mixed

Area (sqm) 14,782

LOI signed

Dresden,

Palaisplatz

Neubau

Q2’19


Strong operational capabilities and track recordPotential new project acquisitions

23

IV.

» Residential quartier development in an old brewery location with close proximity to one of Germany s most important high-speed train terminal

» Development of a new city quartier in Bergisch Gladbach. Planning comprises

7 residential complexes, a nursing home and boarding house, assisted living, a

Kindergarten, a district center and a parking garage with about 110 parking

spaces.

City / Project KPIs Pictures DeliveryConstructionDevelopment /


GDV € 147m

Completion 2023

Asset type Mixed

Area (sqm) 30,915

Cologne area,

Bergisch Gladbach

Wachendorff Quartier

GDV € 82m

Completion 2023


Area (sqm) 17,148

Leipzig area,

Erfurt,

Braugold Quartier

» Large quartier development in suburb of Stuttgart in the form of a "Zero Energy

District“, combining flexible forms of living and work.

GDV € 275m

Completion 2024

Asset type Mixed

Area (sqm) 73,360

Stuttgart area,

Otto-Quartier

Wendlingen

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


Strong operational capabilities and track recordLong term development track record

24

IV.

Consus was able to deliver profitable projects throughout the cycle, and is uniquely positioned to further grow at this

positive point in German residential cycle

CARRÉ PARKAUE

Berlin, 2011 / 2012

CARRÉ CHARLOTTE

Berlin, 2014 / 2016

CARRÉ RAIMAR

Berlin, 2015

LKG CARRÉ

Leipzig, 2015 / 2016

WEISSERITZ GÄRTEN

Dresden, 2016 / 2017

€1,804m

GDV & Residential Units delivered by CG Gruppe

€1,406m

2000–20122013–2015

2016

2018€177m

€701m€911m

1,920 units1,738 units

762 units

967 units

2017

€1,100m

681 units 2019YTD840 units

FEUERLANDHÖFE

Berlin, 2018

Cumulative GDV development (€m)

(1) Cumulative projects sold and under construction / delivered

(1)

(1)(1)

(1)

(1)

(1)


Solid cash flow generation model and performance visibilityConsus developments become cash flow positive prior to construction start

(1) Delivery includes finalization of construction and tenancy

25

V.

DeliveryConstructionDevelopment /


30%

60%

10%

20%

5%

54%

1%

-20%

5%

11%

20%

Land Acquisition Development /Forward Sale

Construction Delivery

Project Cash Collection Project Cash Costs Cumulated Project Cash Flow Margin

Cash flow

positive as

construction

starts

First cash inflow as forward sale is

entered into

Projects become cash flow positive prior

to construction start

Balanced

payments

profile

90% of the cash inflows are received

during the construction phase

Small remaining payment at delivery

Limited

working

capital

consumption

Regular payments from buyers to cover

construction costs

Minimal working capital needs

throughout the life of the project

High

profitability

Targeted Adjusted EBITDA margin of

20% at delivery, with upside potential

based on outperforming occupancy and

rent levels achieved

Illustrative forward sales business model cash flow profile

Project cash flow breakeven

(1)


Solid cash flow generation model and performance visibilityStrong visibility on future performance

26

V.

Forward Sales

Signed

» Letter of intent in negotiation with institutional purchasers

» Expected to be converted in signed letter of intent within 3-6 months and in signed forward sale agreements within 6-12 months

» Signed letter of intent with institutional purchasers, expected to be converted into forward sale agreements within 3-6 months

» Signed binding agreements between Consus and institutional purchasers

» Up to c.30% upfront cash payment received upon signing

» Future cash inflows under forward sale agreements upon achieving defined milestone

» Signed projects sold to retail purchasers rather than institutional purchasers

» 30% upfront payment received on signing up forward purchasers for the condominium

» Focused on higher value properties where materially higher prices can be achieved from retail sales

Letter of intent

signed

Letter of intent

in

negotiation

Condo Sales

Started

Pro

jec

ts s

old

to

ins

titu

tio

na

l p

urc

ha

se

rs

Un

its

so

ld t

o

reta

il

The forward sales and condominium business models allow for strong cash flow visibility, while minimising development risk

~€500m

GDV

~€70m

GDV

~€1,800m

GDV

~€150m

GDV

II

III

I

IV

€2.5bn GDV forward sold or under LOI allows for strong visibility on future performance(1)

(1) As of 31 Mar 2019, incl. LOIs of €68m; LOIs under negotiation of €498m and pre-sold condominiums of €151m

8

projects

1

project

18

projects

6 projects


Solid cash flow generation model and performance visibility Illustrative cash flow profile towards run-rate

27

Revenue Operatingcosts

AdjustedEBITDA

Capex ∆ in workingcapital

Interestexpense

Taxes Free Cash Flow

Revenue

visibility

Profitability visibility Limited maintenance investment

required

V.

Revenue Run-rate revenue level as total portfolio GDV spread over the

average life of the projects

I II III IV V VI VII

Operating

costs

~80% of the forward sale price

Turnkey agreements with contractors minimize cost overrun risk

Adjusted

EBITDA Target 20% margin in the medium-term Capex

No Capex required as land acquisition, development, and

construction costs run through operating costs and working capital

Working

capital

Limited working capital consumption at run-rate as development

portfolio replenishment is funded through existing projects sale

Release of working capital in ramp-up phase as increasing

percentage of projects is forward sold with related pre-payments

Interest

expense

Decreasing over time (targeting up to 200bps average interest rate

reduction in the medium term)

Progressive rebalancing of senior/junior split at SPVs through

corporate level refinancing and deleveraging via cash flows

Taxes Indicative 30% corporate tax rate

Inventory release in

ramp-up phase

Decreasing interest

expense

Strong FCF

generation

Free Cash

Flow

Strong cash generation

Used also to deleverage SPVs level debt

VIII

VI

VII

V

IVIII

III

VIII

Strong cash flow generation as the run-rate is achieved

Titel


III. Financials


Financing strategyEvolving towards a cheaper and more flexible capital structure

29

Consus targets over time to reduce the average interest rate by 200bps in the medium term

Corporate level debt

SPV SPV

Consus

CG Gruppe

SPV SPV

SSN

» Project level debt as main source of funding, with recourse usually

limited to the individual project SPV on which the debt is raised

» Project level debt usually split among senior, junior, mezzanine

» Junior and mezzanine tranches are expensive, as, while they are

subordinated, they are focused only on the specific project whose

cash flows are generated in the future as the project is forward sold

» Corporate level debt as main source of funding, with recourse to the

entire group which includes a large number of project SPVs

» Corporate level debt benefits from the combined operations of the

group creating a consistent stream of cash flows

» Going forward, the financing strategy includes refinancing higher cost

stand-alone project level debt at the Corporate level, which will reduce

project level leverage and the overall interest expense of the group

…to a strategy fitting a large, established, and mature developerFrom a early stage developer’s financing strategy…

Project level debtsenior, junior, or mezzanine

Currently represents c.25% of total indebtedness

Currently represents c.75% of total indebtedness

SPVSPV

Corporate

level

Project level

Evolve towards a mature financing strategy by refinancing

project level debt with corporate level debt


Financing strategyProven deleveraging capacity

30

Gross debt evolution in 2018 (€m)

1.588 1.520

1.283 1.269

1,213(1)

250

755

0

500

1.000

1.500

2.000

2.500

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

Consus SSN Acquisition Facility SSN

Note: Gross debt shown on a book value basis; (1) Includes €22m of 2020 Related Party loans from Aggregate as of 31 Dec 2018

Forward sale model allows for strong deleveraging targeting 3.0x Net Debt / Adjusted EBITDA in the medium term


Successful Placement of Rated EUR 400m Inaugural Bond

Key terms Comments

31

Issuer CONSUS Real Estate AG

Issue Senior Secured Notes

Currency EUR

Amount 400m

Maturity May 15, 2024 (5 years)

Coupon 9.625%

Call protection NC2 (50%, 25%, par)

Corporate rating B / B

Issue rating B- / B

Distribution RegS / 144a

Governing law New York law

» Inaugural bond placement of EUR 400m among well-known institutional investors

» Proceeds will be used to refinance acquisition facility for SSN, make final payments on the agreement to increase stake in CG to 75% on a fully diluted basis, refinance short term shareholder loans and expensive junior debt

» Bond ratings from S&P and Fitch of B-/B and company ratings of B/B (stable outlook)

» Initial step towards long-term financing strategy, strong commitment to reduce junior debt at the project level and increasing the group level debt, drive down financing costs while targeting medium term leverage of c. 3x net debt / adjusted EBITDA

» Consus with stronger access to capital markets, evolution of financing structure will provide further strategic flexibility towards reaching our mid-term target to deleverage our balance sheet and decrease avg. cost of debt by 200bps

Consus Real Estate AG 32

Company to provide Dec-

18 Adjusted EBITDA bridge

components

103

155

253

52

8215

0

50

100

150

200

250

300

Consus Pro FormaEBITDA

SSN EBITDA Pro FormaEBITDA

PPA adjustments One-off expenses Pro FormaAdjusted EBITDA

(1) Pro Forma for Consus Commercial Properties disposal and transaction adjustments related to the acquisition of SSN. It also includes 1 month of SSN EBITDA due to the date of consolidation being 3 Dec 2018; (2) Refers to 11 months of SSN EBITDA; (3) PPA is defined as the purchase price allocation, which occurred on the acquisition of CG Gruppe and SSN by Consus. The PPA figure adjusts for the effects resulting from the measurement of inventories and contract assets and liabilities in connection with past business combinations

Overview of Pro Forma Adjusted EBITDA bridge for 31 Dec 2018 (€m)

€m

(3)(1)

Pro Forma Adjusted EBITDA bridge

(2)


Illustrative example of the PPA adjustment mechanism

33

50 60

120

10

50

10

Development andconstruction cost until

Consus acq.

Developer margin untilConsus acq.

Fair value / Price paid byConsus

Development andconstruction cost post acq.

Margin on construction costpost acq.

Sale value

» 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

Key elements of PPA adjustment

EBITDA

reportable: 10

EBITDA pre-PPA

(adjusted): 20

» Margin for CG Gruppe / SSN: 10 + 10 = 20

» Cash inflow for CG Gruppe / SSN / Consus: 20

» Effective margin for Consus: 20 – 10 = 10

Illustration: Consus accounting for inventories acquired at CG Gruppe / SSN acquisition


Consolidated FY 2018 financials PF for SSN – Income statement

• Total PF income of EUR 656m reflects strong

forward sales and construction ramp up in

2018

• Includes Consus sale of its commercial buy-

and-hold properties

• Other operating expenses include significant

consulting fees which are mainly due to

portfolio transactions incl. SSN acquisition,

transition to IFRS and first time consolidations

• Includes derivative income from Consus

convertible bond driven by share price

development

• Financial expenses relating to both group and

project level financing

• PPA Adjustments reverse all effects resulting

from revaluation of inventories and

contractual assets & liabilities from any

business combinations

• One-offs which are not capitalized and which

have an extraordinary character either in their

nature or in their amount, and covers all

Group entities.

2.

3.

4.

Income Statement Comments

in k €FY 2018

Consus ReportedFY 2018

Consus PF SSNIncome from letting activities 32,796 29,659Income from real estate inventory disposed of 163,515 163,515Income from property development 408,461 443,830Income from service, maintenance and management activities 10,199 18,565Total income 614,971 655,569Change in project related inventory (147,352) (31,464)Overall performance 467,619 624,104Expenses from letting activities (16,083) (14,741)Cost of materials (285,600) (367,182)Valuation result 25,631 25,631Net result from the disposal of investment properties - 529Other operating income 13,241 14,113Personnel expenses (36,911) (50,995)Other operating expenses (59,997) (75,989)EBITDA 107,901 155,470Depreciation and amortization (2,175) (3,026)EBIT 105,726 152,444Financial income 4,620 11,467Financial expenses (121,834) (209,783)EBT (11,488) (45,872)Income tax expenses 11,192 21,617Net income (Earnings after taxes) from continued operations (296) (24,255)Net income (Earnings after taxes) from discontinued operations 1,464 -Consolidated Net income 1,168 (24,255)

2.

4.

1.

5.

5.

6.

in k €FY 2018

Consus Reported

FY 2018

Consus PF SSN

EBITDA 107,901 155,470

PPA Adjustments 82,262 82,262

One-off expenses 13,493 15,458

Adjusted EBITDA(1) 203,656 253,190

Adjusted EBITDA Bridge7.

6.

7.

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

1.

3.

34


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

• Investment properties include yielding

properties within large developments

• Contract assets are for projects forward sold,

and reflects revenue recognised minus

prepayments – i.e. net contract assets

• Work-in-progress is projects not yet forward

sold

• Market GAV of EUR2.95bn is the appraised

market value of the assets on 100% basis

included in investment property, contract

assets and work-in-progress

CommentsCurrent & Non-current Assets

in k €FY 2018

Consus Reported

Investment property 328,027

Property, plant and equipment 8,771

Goodwill 1,032,480

Other intangible assets 6,158

Investments accounted for using the equity method 21,590

Receivables from related parties -

Financial assets 10,037

Other assets -

Contract assets 235,011

Deferred tax assets -

Total non-current assets 1,642,073

Work-in-progress incl. acquired land and buildings 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 190

Cash and cash equivalents 91,603

Assets held for sale 1,329

Total current assets 2,102,977

Total assets 3,745,050

1.

2.

3.

2.

3.

2.

2.

1.

35

4.

4.

4.

4.

4.


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

• Gross Debt and Net Debt are EUR 2,196m

and EUR 2,104m respectively, with gross

debt of EUR 948m at CG and EUR 755m at

SSN

• Total equity of EUR 1,163m

• Liabilities to related parties include

EUR 22m of 2020 Related Party loans from

Aggregate

• Contract liabilities of EUR 45.9m reflect

prepayments received before revenue is

recognised

CommentsEquity and liabilities

in k €FY 2018

Consus Reported

Subscribed capital 134,040

Capital reserves 904,233

Other reserves (27,363)

Non-controlling interest 151,629

Total equity 1,162,539

Financing liabilities 1,049,150

Provisions 1,712

Other liabilities 15,017

Contract liabilities -

Deferred tax liabilities 114,380

Total non-current liabilities 1,180,259

Financing liabilities 1,146,374

Provisions 4,735

Trade payables 41,913

Liabilities to related parties 43,196

Tax payables 44,389

Other liabilities 75,771

Contract liabilities 45,872

Total current liabilities 1,402,251

Total liabilities 2,582,510

Total equity & liabilities 3,745,050

1.

1.

2.

1.

2.

3.

4.

3.

4.

36


Consolidated FY 2018 Cash Flow statement – strong operating cash flow

• Limited depreciation and amortisation

• Gains on investment property include realized

on existing and disposal of properties

• Portion of interest is accrued

• Significant positive working capital movement

• Key driver of positive working capital is

increase in funds received from prepayments

in forward sales

• Strong operating cashflow

• Positive impact from investing activities

reflects nets proceeds from acquisitions and

sales

2.

3.

5.

Cash flow Comments

in k €FY 2018

Consus Reported

Profit (loss) before tax (11,488)

Depreciation and amortisation 2,175

Depreciation and impairment of property, plant and equipment 1,698

Amortisation and impairment of intangible assets 477

Valuation gains (28,524)

Valuation gains on financial assets (2,893)

Valuation gains on investment property (25,631)

Financial expenses (income) 117,214

Financial income (4,620)

Financial expenses 121,834

IFRS 15 transition adjustments (8,424)

Other non cash adjustments 2,230

Other working capital adjustments 66,354

Decrease / (increase) in rent and other receivables 21,909

Decrease / (increase) prepayments, accrued income and other assets (18,581)

Decrease/ (increase) in inventories and contractual assets (333,149)

(Decrease) / increase in prepayments 356,326

(Decrease) / increase in trade, other payables and accruals, contractual

liabilities and other liabilities39,849

Income tax paid (7,525)

Net cash flow from operating activities 132,012

Net cash flow from investing activities 25,195

Net cash flow pre-financing activities 157,207

2.

6.

1.

7.

7.

1.

4.

3.

4.

6.

5.

37


Guidance Overview

Overview of Key Financials Comments

Target Medium-term Net

Debt / Adjusted EBITDA~ 3x

Target 2020

Adjusted EBITDA€450m

Gross Development Volume

(GDV)(1)€9.6bn in total

Target Medium-term

Adjusted

EBITDA margin

20%


38

Deleveraging planned following acquisitions

Targeting up to 200bps average interest rate

reduction in the medium term

2020 Adjusted EBITDA target increased from €300m

to €450m post SSN acquisition

Total amount of projects is 64 with a development

timeline until 2026

GDV going forward influenced by timings of

acquisitions and disposals

SSN projects are in-line with Consus target margins

Expected tax rate ~30%

Titel


IV. Appendix


33

- 5 13

Cash Inventory Contractassets

CumulativeAdj. EBITDA

45

- -

20


CumulativeAdj. EBITDA

(3)

Illustrative example of forward sale and contract assets accounting during the life of a project

40

Description Cumulative key accounting items (€m) Accounting entries (€m)

» Consus has €25m of cash and is

looking to start a new project with a

GDV of €100m

» @ 20% target Adj. EBITDA margin

the total project costs will be €80m

-

» Consus uses €25m to buy new land

and sustain planning costs

» Consus signs a forward sale

agreement

» Consus receives 30% of advance

payment (€30m)

» Until delivery, Consus incurs all the

remaining €28m of construction costs

» Consus receives all the outstanding

payments (€40m) post delivery and

letting

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

Cash (25)

Inventory +25

Cash +30

Inventory (25)

Gross Contract assets +31

Advance payments +30

Revenues(2) +31

Costs (25)

» Consus incurs additional €27m of

construction costs

» Consus receives an additional 30% of

pre-payments (€30m)

Cash +3



Revenues(2) +34

Costs (27)

Cash +12



Revenues(2) +35

Costs (28)

Percentage of

Completion(1)

25

- - -


CumulativeAdj. EBITDA(3)

Adj. EBITDA

€6m

Adj. EBITDA

€7m

Adj. EBITDA

€7m

Event

Project is

delivered

Construction

continues

Forward sale

agreement is

signed

New land

is bought

Starting

point

1

2

3

0

4

0%

100%

65%

-

25

- -



30

- 1 6



(3)

0%

31%Net change

€1m

Net change

€4m

Net change

€(5)m

All cash Adj. EBITDA


Glossary

41

Acronym Definition

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

BIMBuilding Information Modelling software for integrated, model-based operations in construction that extends the classic range of

tasks to visual, model-based procedures

CG CG Gruppe

GAVGross Asset Value, representing the market value of gross assets of the development portfolio as of 31 December, 2018

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

Glossary


Stock Info & Performance

42

Consus Share

ISIN

WKN

DE000A2DA414

A2DA41

Number of

Shares134,526,580

Market

Segment

Deutsche Börse Scale

m:access

Stock

ExchangesXetra, München, Frankfurt

Indices E&G-DIMAX

Market cap.(2) € 982m

Analysts

Hauck & A.: €11.7 BUY

Baader Bank: €12.5 BUY

SRC: €13.0 BUY

Deutsche Bank: €12.0

HOLD

UBS: €9.0 HOLD

€ Vol. k

Stock Chart(1)

(1) Source: Bloomberg, Factset (2) As of 26 April 2019

0

50

100

150

200

250

300

350

400

5,00

6,00

7,00

8,00

9,00

10,00

Okt 2018 Nov 2018 Dez 2018 Jan 2019 Feb 2019 Mrz 2019 Apr 2019

Volume Price (€)


Notes

43


» Aggregate Group ~57%

» Christoph Gröner 6% (CEO CG Gruppe)

» Free Float ~37%

IR Contact Details & Financial Calendar

44

Events

13-May-2019 German Spring Conference

15-May-2019 UBS Pan-European Small & Mid Cap Conference

Jun-2019 DB Access Conference

23-Sep-2019 Baader Investment Conference

Financial Calendar

19-Jun-2019 Publication of Consus Q1 Interim Statement

26-Jun-2019 Consus Annual Shareholders Meeting

19-Sep-2019 Publication of Consus Half Year Results

Peer Schlinkmann

Shareholder structure incl. recent contribution in kind and other key information

Head of Investor Relations & Capital Markets

Phone: + 49 (0) 172 650 9764

Fax: + 49 30 889 16 677

Email: [email protected]

More information under:

- Up-to-date corporate presentation

- Annual & half-year reports, quarterly statements

- Research reports

company presentation - consus real estate · any person considering the purchase of any securities...

Documents