Aluation Eport: Date of Valuation: Date of Valuation Report: Valuer
Aluation Eport: Date of Valuation: Date of Valuation Report: Valuer
Aluation Eport: Date of Valuation: Date of Valuation Report: Valuer
VALUATION REPORT
in the form of a condensed valuation report (“Valuation Report”) of the determination of Fair Value carried out by
CBRE in accordance with the International Financial Reporting Standards (IFRS), the International Standards for
the Valuation of Real Estate for Investment Purposes (“International Valuation Standards”) and the RICS
Valuation – Gobal Standards (July 2017) (Red Book) of the Royal Institution of Chartered Surveyors, for a purpose
of a bond issue by Vonovia SE (the ”Company”1) on a non-reliance basis. The Valuation Report covers 10,060
investment assets, thereof 9,927 assets in Germany, comprised of 333,314 residential units, thereof 331,270 units
in Germany, 6,738 commercial units, thereof 6,207 in Germany and 88,383 miscellaneous rental units (internal
and external parking units, antennas), thereof 86,979 units in Germany and Land consisting of undeveloped
freehold land (143 assets) in Germany with an area of 1,151,805 sq m and 8 plots held on a ground lease in
Germany with an area of 27,198 sq m (hereinafter referred to as “Land”) as at 31 December 2018.
Valuer:
CBRE GmbH
Bockenheimer Landstraße 24
60323 Frankfurt
Germany
“CBRE“
Addressee: Vonovia SE
Universitätsstraße 133
44803 Bochum
Germany
CBRE is a "Gesellschaft mit beschränkter Haftung" (limited liability company), registered under commercial law in Germany under the
company registration number 13347. The German company CBRE GmbH was established on April 3, 1973 and has its registered office at
Bockenheimer Landstraße 24, 60323 Frankfurt/Main, Germany.
CBRE is not a company that is regulated by any regulatory authority; however in its valuation department it employs amongst others members
of the Royal Institution of Chartered Surveyors (RICS), and valuers certified by HypZert GmbH.
1
The “Company” herein referred to as “Vonovia”.
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Vonovia SE Prospectus ▪ CBRE
Upon the assumption that, after reasonable inquiry of the Company, there are no onerous restrictions or unusual
outgoings of which we have no knowledge and based on the specific comments and assumptions set out in this
Valuation Report, we are of the opinion that the aggregate of the individual Fair Values (net) of the freehold /
ground-leasehold interests in the assets in the portfolio, rounded at asset level, as at 31 December 2018 and held
as at that date, is:
36,928,671,300 €
(Thirty-six billion, nine hundred and twenty-eight million, six hundred and seventy-one thousand, three
hundred Euros)
of which the Fair Value of the undeveloped freehold Land and plots held on a ground lease is 84,505,000 € and
of which the value of owner occupied assets (proportion of owner-occupation above 50%, weighted by area),
classified by the Company according to IAS 16, is 11,567,000 € (representing less than 0.1% of the Fair Value
aggregated on portfolio level).
The assessment of the Fair Value was carried out at asset level. The aggregate of the individual Fair Values
presented here takes account of the marketing period and the transaction costs of the individual assets and does
not reflect any discounts or premiums on the sales of the whole portfolio or if part of the portfolio were to be
marketed simultaneously or in lots.
CBRE has not been engaged to update the CBRE valuation for the purpose of the Prospectus, has no obligation to
do so and has not updated the CBRE valuation after the date of valuation, 31 December 2018.
For detailed breakdowns of values between assets held for investment (freehold-equivalent and leasehold assets),
for non-specialised development and land not held for development as well as assets held on a ground lease please
refer to Part 5.1 “Fair Value”.
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Vonovia SE Prospectus ▪ CBRE
The following table shows aggregated key asset data for the total Portfolio (excluding Land):
Our opinion of "Fair Value" is based upon the scope of work and valuation assumptions as detailed in Part 4
“Explanation of Valuation” and Part 5 “Valuation Conclusions” of this Valuation Report, and has been derived
mainly using recent comparable market evidence on arm’s length terms.
2
Annual rental income (gross) includes income from antennas of 2,840,634 €.
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CONTENTS
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1 BASIS OF VALUATION
1.1 Preamble
CBRE has previously valued the Company’s portfolio annually including acquisition properties (e.g. DeWAG
portfolio, Vitus portfolio) since 2013 and has prepared various valuation reports in English.
Furthermore, CBRE has delivered several condensed valuation reports (“Prospectus”) in English and German
language.
Additionally, CBRE has valued the “Gagfah” portfolio on a quarterly basis from 2008 to 2014 for accounting
purposes for Gagfah M Immobilien-Management GmbH, the “SÜDEWO” portfolio from 2009 to 2014 for the
Süddeutsche Wohnen Management GmbH and the “Conwert” portfolio from 2011 to Q2/2017 for Conwert
Management GmbH.
We understand that the assets are held as investments and that the Company requires the value of the freehold or
leasehold interest.
We confirm that regarding this instruction we are acting solely for the Company and that we have no conflicts of
interests in relation to this instruction.
The valuation is based on the information provided for the previous valuations detailed in the preamble and the
current data provided by the Company as at 31 August 2018 (rent roll, expiration dates of subsidies, modernized
assets, waiver for mining subsidence) as well as the adjusted portfolio units as at 31 December 2018.
The Valuation Report complies with the legal requirements, in particular the European Commission Regulation
(EC) No 809/2004 of 29 April 2004 (as amended) and paragraphs 128 to 130 of the European Securities and
Market Authority (ESMA) update of the Committee of European Securities Regulators’ (CESR) recommendations
for the consistent implication of (EC) no. 809/2004.
1.4 Addressee
The present Valuation Report is addressed to:
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Vonovia SE Prospectus ▪ CBRE
1.5 Publication
CBRE acknowledges and agrees that the Valuation Report will be published in an unabbreviated form in the
Prospectus and will be referred to in marketing and other materials prepared in the context of a bond issue by
Vonovia SE. The Prospectus will be accessible to potential Investors on the Company’s website. Apart from that,
neither the whole nor any part of our Valuation Report nor any references thereto may be included in any published
document, circular statement nor published in any way without our prior written approval of the form and context
in which it will appear.
The following table shows the transition of the different classification into the type of use between Vonovia and
CBRE of the German assets:
The majority of the rearrangements was made for units that are rented under a general lease contract
(„Generalmietvertrag“). Although the majority of these units are residential units, the contractual terms of the
general lease contracts are more comparable to commercial lease contracts and therefore calculated as commercial
units in our valuation. Further, CBRE has calculated commercial units with a lettable area of 0 sq m as Other (per
unit) according to a different calculation model.
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Vonovia SE Prospectus ▪ CBRE
The assets have been valued to “Fair Value” in accordance with IAS 40 in connection with IFRS 13.9 of the
International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board
(IASB), which is defined as:
“Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.“
"Fair Value", for the purpose of financial reporting under International Financial Reporting Standards is effectively
the same as "Market Value", which is defined as:
“The estimated amount for which an asset or liability should exchange on the valuation date between a willing
buyer and a willing seller in an arm´s-length transaction after proper marketing and where the parties had each
acted knowledgeably, prudently and without compulsion.”
We have valued the assets individually and no account has been taken of any discounts or premiums that may be
negotiated in the market if all or part of the portfolio was to be marketed simultaneously, either in lots or as a
whole.
We confirm that we have sufficient current local and national knowledge of the particular asset market involved
and have the skills and understanding to undertake the valuation competently.
The assets have been valued by valuers who are qualified for the purpose of the valuation in accordance with the
RICS Valuation – Global Standards (July 2017). Where the knowledge and skill requirements of the Red Book
have been met in aggregate by more than one valuer within CBRE, we confirm that a list of those valuers has been
retained within the working papers, together with confirmation that each named valuer complies with the
requirements of the Red Book.
Note:
The valuation represents the figures that would appear in a hypothetical contract of sale at the valuation date. No
allowances have been made for any expenses of realisation nor for taxation which might arise in the event of a
disposal. Our valuations are net of purchasers' statutory and other normal acquisition costs. No account has been
taken of any inter-company leases or arrangements, nor of any mortgages, debentures or other charge. No account
has been taken of the availability or otherwise of capital-based Government or European Community grants. All
rents and capital values stated in this report are exclusive of VAT.
The values stated in this report represent our objective and independent opinion of Fair Value in accordance with
the definition set out above as at the valuation date. Amongst other things, this assumes that the assets had been
properly marketed and that exchange of contracts took place on this date.
1.10 Currency
The currency used in the Valuation Report is Euro.
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Vonovia SE Prospectus ▪ CBRE
The figures in this Report are based on the rent roll provided by the Company, dated 31 August 2018. The portfolio
has been adjusted by the sold units delivered by the Company as at 31 December 2018.
The total fees, including the fee for this assignment, earned by CBRE GmbH from the Company are less than 2%
of the total German revenues earned by CBRE GmbH in 2018. It is not anticipated that this situation will change
in the financial year to 31 December 2019. We confirm that we do not have any material interest in Vonovia or
the assets.
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Vonovia SE Prospectus ▪ CBRE
Strategic
This portfolio will include locations which the Company considers to have development potential that is well
above-average in general, where Vonovia intends to pursue a value-enhancing property management strategy. The
strategic portfolio includes the “Operate”, and “Investment” portfolio clusters:
Operate
Vonovia aims to achieve value generation in this part of the portfolio through rental growth, vacancy reduction,
effective and sustainable maintenance spending and cost efficiencies through scale.
Investment
Vonovia aims to achieve a significant improvement in value with an extensive investment program, mainly in
energy-efficiency of the buildings and by modernising apartments for senior living and completing high-standard
refurbishments in markets where fully refurbished apartments deliver a rental premium.
Recurring Sales
Vonovia privatises apartments by offering them to tenants, owner-occupiers and investors. Vonovia aims to
generate further value through the sale (privatisation) of owner-occupier units and single-family houses at a
significant premium compared with their Fair Value.
Non-core Disposals
This portfolio focuses on properties for sale, which are not suited for privatisation. The buildings are sold to private
and institutional investors. This portfolio includes properties, which do not fit (in the opinion of Vonovia) in terms
of macro and micro location or development potential. Limited potential is defined, in particular, by below-average
property condition combined with a location that is of similarly below-average quality.
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The following table shows the breakdown of the residential part of the portfolio by strategic portfolio, as described
in Part 2.1 above.
Residential
Current Annual Rental Income
Units Area Vacancy Market Rent*
(gross)
The following table shows the breakdown of the residential part of the portfolio per regional market.
Residential
Units Area Vacancy Current Annual Rental Income Market Rent*
Regional Market
EUR per sq m EUR per sq m
in sq m % of Units % of Area Total in EUR
per month per month
Berlin 38,964 2,473,066 1.8% 1.7% 189,917,309 6.51 7.71
Rhine Main Area 27,354 1,756,918 2.4% 1.8% 163,388,493 7.89 9.04
Rhineland 29,636 1,984,359 2.8% 2.8% 161,232,154 6.97 7.84
Southern Ruhr Area 43,744 2,675,095 3.6% 3.6% 179,773,359 5.81 6.69
Dresden 38,578 2,193,993 3.0% 3.1% 151,085,335 5.92 6.94
Hamburg 16,461 1,042,894 2.5% 1.8% 86,255,799 7.02 8.33
Munich 9,663 635,414 1.1% 1.1% 59,783,372 7.92 11.00
Stuttgart 12,721 828,459 2.0% 2.0% 75,946,903 7.79 9.03
Northern Ruhr Area 26,246 1,620,908 3.5% 3.5% 104,019,553 5.54 6.12
Hanover 14,555 924,174 3.1% 3.0% 68,397,060 6.36 7.18
Kiel 13,709 796,564 2.0% 1.9% 56,174,670 5.99 6.76
Bremen 11,767 716,732 3.5% 3.4% 45,949,974 5.53 6.33
Leipzig 9,141 586,072 4.4% 4.2% 39,605,889 5.88 6.51
Westphalia 9,494 615,501 2.9% 3.0% 41,825,915 5.84 6.74
Freiburg 3,803 265,635 2.0% 1.9% 22,515,858 7.20 8.39
Other Strategic Locations 22,524 1,433,615 3.2% 2.9% 109,829,570 6.58 7.48
Total strategic locations 328,360 20,549,397 2.8% 2.7% 1,555,701,213 6.48 7.51
Non-Strategic Locations 2,910 201,107 5.4% 5.3% 12,463,222 5.45 6.13
Total 331,270 20,750,505 2.8% 2.7% 1,568,164,435 6.47 7.50
*The Market Rent only includes the rented residential units.
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Commercial uses (retail, office and other commercial) account for about 3.3% of the current annual rental income
(gross). The 86,610 internal and external parking units generate approximately 1.6%. Income from other units (e.g.
antennas) has only relatively low significance of 0.2% at portfolio level.
2.9 Land
The Land portfolio of Vonovia consists of 143 freehold assets with a total area of 1,151,805 sq m and 8 plots held
on a ground lease with an area of 27,198 sq m.
Please refer to Part 4.2.2 “Land Approach” for the explanation of the valuation methods.
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Commercial uses (retail, office and other commercial) account for about 43.4% of the current annual rental income
(gross). The 1,334 internal and external parking units generate approximately 3.4%. Income from other units (e.g.
antennas) has only relatively low significance of 0.6% at portfolio level.
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Vonovia SE Prospectus ▪ CBRE
4 EXPLANATION OF VALUATION
4.1 Inspections
4.1.1 Basis for Inspections
In accordance with the Company’s instruction, the valuation of the assets has been carried out individually on an
asset level. For the purpose of the inspections we amalgamated the assets into homogeneous clusters. The cluster
criteria were location and situation, type of assets and date of construction.
▪ LOCATION/SITUATION: all assets in a single inspection cluster must be part of one housing estate or – if they
are individual buildings – must be situated in the same neighbourhood,
A) Detached/Semi-detached houses
B) Apartment buildings
C) Commercial assets, such as office buildings, business and retail assets, mixed-use assets with a
proportion of commercial value greater than 20%
For the inspections, a reference asset was selected from each cluster, on the basis of the desktop analysis and the
information available.
During our inspections, we verified that each of the buildings of the valuation clusters were internally consistent
and checked whether adjoining buildings had homogeneous characteristics that could enable them to be
amalgamated.
Internal and external parking units and other rent-earning units such as antennas are part of a building unit, except
if they are economically independent units.
At cluster level, we made an assessment of the situation (“micro location”), the quality level according to the local
rental table, the condition of the buildings (asset score) and the typical condition of the apartments, as a basis of
our allowances for regular maintenance and tenant improvement costs.
At asset level, the basis of valuation calculations, we took individual account of asset-specific parameters such as
administration costs, structural vacancy, current rent, market rent, public subsidy (if any), ground leases (where
appropriate) and relevant entries in section II of the land register.
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CBRE has inspected all assets in the course of previous valuation instructions. In 2018, CBRE inspected 852
inspection clusters, which include 1,405 valuation units. The assets were inspected between April and September
2018. The Company has confirmed that they are not aware of any material changes to the physical attributes of
the assets, or the nature of their location, since the last inspection, except for the assets that were (partly)
modernized between 2012 and 2018 and not re-inspected. For these assets, we have been provided with detailed
information regarding measures and costs. For the assets which have been modernized and not yet inspected and
for which we have been provided with detailed information regarding measures and costs, we have adjusted the
property scores. We have assumed this advice to be correct.
Inspection clusters: the following table shows the breakdown of the inspection clusters which were components
of the portfolio as at the dates of the rent roll (31 August 2018):
Total
Cluster
Percentage of Percentage of
Year of External Internal
Total Current Annual Current Annual
Inspection Inspection Inspection
Rental Income (gross) Rental Income (gross)
The table above shows the current proportional distribution of external (94.7%) and internal (5.3%) inspections.
Within previous valuations a significant higher share of the inspection clusters was inspected internally by CBRE.
Several of these internal inspections have been replaced by external re-inspections within subsequent valuations.
Approximately 33.8% (weighted by Fair Value) of the undeveloped land was inspected in 2011 and 2018.
During the inspections, the homogeneity of the defined clusters was checked for plausibility, if necessary, the
clustering was amended and a re-inspection was carried out.
The determination of the Fair Value of the individual assets has been carried out using the internationally
recognised Discounted Cash Flow (DCF) method. This method, which is based on dynamic investment
calculations, allows valuation parameters to be reflected explicitly and, therefore, provides a transparent
arithmetical determination of Fair Value. In the DCF method, the future income and expenditure flows associated
with the subject asset are explicitly forecasted over a 10-year period of detailed consideration, assuming a letting
scenario which is not taking into account any potential privatisations of individual apartments. The cash flows
calculated for the period of detailed consideration are discounted, monthly in advance, to the date of valuation,
allowing the effect on the current Fair Value of the receipts and payments at varying dates during the 10-year
period to be properly reflected.
The discount rate chosen reflects not only the market situation, location, condition and letting situation of the asset
and the yield expectations of a potential investor but also the level of security of the forecast future cash flows. As
the discounting process means that the effect of future cash flows reduces in importance while at the same time
the uncertainty of forecasting tends to increase over time, it is usual in real estate investment considerations for
the sustainable net rental income after a ten-year time horizon (the period of detailed consideration) to be
capitalised, using a growth-implicit yield, and then discounted to the date of valuation.
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The assumptions adopted in the valuation model reflect the average estimates that would be made at the respective
date of valuation by investors active in the market. The result of the DCF method is, therefore, the price that a
relevant investor in the market would be prepared to pay for the asset at the respective date of valuation, in order
to achieve a return from the proposed investment that is in line with present asset market expectations.
For the purpose of the valuation, the assets have been assigned to one of the following categories, based on the
information provided by the Company or gained during discussions with the local authorities:
A) Future Development
▪ land capable of development (“Baureifes Land”); zoned for development, with public roads and utilities
infrastructure
▪ unserviced land zoned for development (“Rohbauland”)
▪ land with hope value for development (“Bauerwartungsland”)
B) Other
▪ Woodland, agricultural land (Forst- und Agrarland) and gardens
The land assets in the portfolio were valued on the basis of their status as at the valuation date using two different
valuation methods:
The official “Bodenrichtwert” (guideline land value) was used for each asset or, if it was not available, the
valuation was based on local comparables. Using our professional judgement, we have applied adjustment factors
in accordance with individual asset characteristics in determining the site value. If infrastructure costs were
outstanding or could be expected to be payable on individual sites, these were deducted.
According to the Seele approach, the prices for potential building land are determined not only by prices of
comparable land capable of development (“Baureifes Land”) and the waiting period. They are also dependent on
the proportion of land that needs to be developed (“Erschließungsflächenanteil”) and the development costs.
The approach has been recommended for application by the “GIF” (society for real estate economic research) in
Germany.
We would draw your attention to the fact that the market for the above-mentioned types of Land (Type A) is
relatively small and the development of this type of Land often depends on decisions made by local or municipal
authorities such as planning authorities (“Bauplanungsämter”), which leads to a lack of comparable evidence and
in a greater uncertainty of our valuation assumptions. It should be noted that the price which can be achieved for
development land (in any of the above categories) is extremely sensitive to minor changes to any of a number of
factors, including statutory consents, timing, availability and cost of development finance, construction costs and
market movements and therefore may differ from the Fair Value. We would therefore recommend that the situation
and the valuations are kept under regular review.
3
Source: Seele, 1998, Bodenwertermittlung durch deduktiven Preisvergleich, Zeitschrift Vermessungswesen und Raumordnung
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Using our professional judgement, we have applied adjustment factors in accordance with individual asset
characteristics in determining the unencumbered land value.
If applicable, adjustment factors are applied on the value of the leasehold land to take the individual market
situation and special elements of the contract into account.
The cash flows calculated for each year of the period of detailed consideration are discounted, annually in arrears,
to the date of valuation, allowing the effect of the receipts and payments at varying dates during the period to be
properly reflected in the Fair Value at the date of valuation.
The discount rate chosen reflects not only the market situation and/or the yield expectations of a potential investor
but also the uncertainty involved in the forecasting of future cash flows.
If any of the information or assumptions on which the valuation is based are subsequently found to be incorrect,
the valuation figures should be reconsidered.
Fixtures in the subject assets, such as passenger and goods lifts, other conveyor installations, central heating
installations and other technical installations have been regarded as integral parts of the subject asset and are
included within our valuation. Tenant's fixtures and fittings that would normally be the asset of the tenant have not
been reflected in our valuation.
4
An assumption that either assumes facts that differ from the actual facts existing at the valuation date, or that would not be made by a
typical market participant in a transaction on the valuation date (e.g. fully let)
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We have not carried out building surveys, tested services, made independent site investigations, inspected
woodwork, exposed parts of the structure which were covered, unexposed or inaccessible, nor arranged for any
investigations to be carried out to determine whether or not any deleterious or hazardous materials or techniques
have been used, or are present, in any part of the assets. We are unable, therefore, to give any assurance that the
assets are free from defect. We were provided with the information, that building parts (e.g. façade, roofing) of the
following assets may be contaminated with asbestos:
To reflect this, we have increased the discount and capitalisation rate by 25 bps.
According to the information we were provided with, 2,694 assets are contaminated with asbestos (Floor-Flex).
Within our valuation we considered the provided lump sum of 76,211,412 EUR for renovation and disposal.
▪ there are no abnormal ground conditions, nor archaeological remains, present which might adversely
affect the current or future occupation, development or value of the assets;
▪ the assets are free from rot, infestation, structural or latent defect;
▪ no currently known deleterious or hazardous materials or suspect techniques, including but not limited to
composite panelling, have been used in the construction of, or subsequent alterations or additions to, the
assets and
▪ the services, and any associated controls or software, are in working order and free from defect.
We have otherwise had regard to the age and apparent general condition of the assets. Comments made in the
property details do not purport to express an opinion about, or advises upon, the condition of uninspected parts
and should not be taken as making an implied representation or statement about such parts.
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4.3.3 Accommodation
We have not measured the assets but have relied upon the floor areas provided. We have not checked these on site.
We have verified a random sample and relied upon the other areas shown in the tenancy schedules and the
additional information provided by the Company for the valuation for the IPO in 2013 and the additional valuations
mentioned in the preamble.
Unless advised specifically to the contrary, we have made the assumption that the floor areas supplied to us have
been calculated mainly in accordance with II. Berechnungsverordnung. All areas quoted in this Valuation Report
are approximate.
We have not undertaken, nor are we aware of the content of, any environmental audit or other environmental
investigation or soil survey which may have been carried out on the assets and which may draw attention to any
contamination or the possibility of any such contamination, other than as detailed below.
We have not carried out any investigation into the past or present uses of the assets, nor of any neighbouring land,
in order to establish whether there is any potential for contamination and have therefore assumed that none exists.
Soil contamination:
For six assets, the Company provided us with cost estimations as follows:
18197a 14193 Berlin Elgersburger Str. 20-23; Ilmenauer Str. 7, 7a, 8, 8a 155,395
For eight further assets, we have assumed there is an impact on value and have increased the capitalisation rate by
25 bps to reflect this, as we were not provided with any specific amount:
Based on the information we were provided with we have assumed that for the remaining assets there is no material
influence on value of single assets due to the suspicion of soil contamination.
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Mining subsidence:
In accordance with our instructions and scope of work, for the purposes of this valuation, we have not conducted
or given instructions for any more detailed investigations concerning mining subsidence.
We have been provided with information by the Company concerning potential costs which may arise from mining
for 227 assets with a total amount of 31,432,000 €. We have deducted this sum at individual asset level.
General:
In the absence of any further information to the contrary, we have assumed that:
▪ the assets are not contaminated and are not adversely affected by any existing or proposed environmental
law,
▪ any processes which are carried out on the assets which are regulated by environmental legislation are
properly licensed by the appropriate authorities.
We have assumed that either the assets possess current Energy Performance Certificates as required under
Government Directives or Vonovia can present the documents if required.
Details of title/tenure under which the assets are held and of lettings to which it is subject are as supplied to us.
We have not generally examined nor had access to all the deeds, leases or other documents relating thereto. Where
information from deeds, leases or other documents is recorded in this report, it represents our understanding of the
relevant documents without obtaining separate legal advice.
Unless stated otherwise within this report and in the absence of any information to the contrary, we have assumed
that:
▪ the assets possess a good and marketable title free from any onerous or hampering restrictions or
conditions;
▪ only minor or inconsequential costs will be incurred if any modifications or alterations are necessary in
order for occupiers of each assets to comply with the provisions of the relevant disability discrimination
legislation;
▪ there are no tenant’s improvements, others than those mentioned in 4.4.4, that will materially affect our
opinion of the rent that would be obtained on review or renewal;
▪ where appropriate, permission to assign the interest being valued herein would not be withheld by the
landlord where required and
▪ vacant possession can be given of all accommodation which is unlet or is let on a service occupancy
(except structural vacancy).
We have not been provided with Legal Due Diligence Reports by the Company.
In accordance with our valuation instructions, our determination of Fair Value is based on the information provided
to us, which also applies to rented accommodation, tenancies, current rental income, remaining lease terms and
other lease conditions.
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We were provided by the Company with a table including all land register entries for the IPO in 2013. CBRE
verified a random sample of the addresses as well as the entries in section I and II of 54 assets. In the course of
previous valuations of the DeWAG and Vitus sub-portfolio assets CBRE verified entries in section I and II of
further 378 assets. During the course of loan security valuations of approximately 60% of the Fair Value of the
former Gagfah Portfolio in 2013, CBRE was provided with a sample of land register extracts for plausibility checks.
CBRE verified addresses and entries in section I and II of those assets. Based on the information provided, we
have assumed that:
I. all the subject assets are either held freehold-equivalent (complete or partial) by the subsidiaries of the
Company or, in the case of a ground lease (Erbbaurecht), are held for a limited term;
II. all the subject assets together with encumbrances and restrictions in section II of the land register have
been correctly registered in the land register.
Mortgages or other liabilities that currently exist or that in the future might affect one or more of the subject
assets have not been taken into account.
Redevelopment areas:
We have been provided with the information that following assets are located in redevelopment areas. As
compensation payments may occur for these assets we have increased the discount rate by 25 bps to reflect this.
The assets are shown in the table below.
4.3.6 Pending Litigation, Legal Restrictions (Easements on Real Estate, Rent Regulations etc.)
In accordance with the information provided by the Company, we have assumed, without verification, that the
assets are free from any pending litigation, that the ownership is unencumbered and that there are no other legal
restrictions such as easements on real estate, rent regulations, restrictive covenants in leases or other outgoings
that might adversely affect value.
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Vonovia SE Prospectus ▪ CBRE
Based on the information provided to us by the Company, 8.3% (by number of assets) of the assets (representing
8.5% of the Fair Value aggregated on portfolio level excluding the Land) are listed monuments.
4.3.8 Tenants
We have not conducted credit enquiries on the financial status of any tenants. We have, however, reflected our
general understanding of purchasers’ likely perceptions of the financial status of tenants.
In the absence of information to the contrary, we have assumed that there are no significant rent arrears.
We have assumed that all public taxes, contributions, charges etc. which could have an effect on value will have
been levied and, as far as they are due, paid as at the date of valuation.
We have assumed that the subject assets are covered by a valid insurance policy that is adequate both in terms of
the sum assured and the types of potential loss covered.
4.3.11 Legal Requirements / Authorisation for the Existence and Use of the Subject Assets
No investigations of the compliance of the individual subject assets with legal requirements (including (permanent)
planning consent, building permit, acceptance, restrictions, building-, fire-, health- and safety regulations etc.) or
with any existing private-law provisions or agreements relating to the existence and use of the site and building
have been carried out.
In carrying out our valuations, we have assumed that all necessary consents and authorisations for the use of the
assets and the processes carried out at the assets are in existence, will continue to subsist and that they are not
subject to any onerous conditions.
We have not undertaken planning enquiries but have relied upon the information provided where appropriate. For
the purposes of our valuation we assume that there are no adverse town planning, highways or other schemes or
proposals that will have a detrimental effect on our valuations.
For the purpose of determining the Fair Value of the subject assets, we have assumed that the assets will continue
in their existing use.
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Vonovia SE Prospectus ▪ CBRE
The following three assets have been identified by CBRE for potential demolition5:
In our valuation, we have allowed for obtaining vacant possession of the units that are still let prior to demolition,
while repair and maintenance costs have been included at only 20% of the initial costs. The individual Net capital
value of the net income still receivable, the site value and the demolition costs of the property have been assessed
and discounted to the date of valuation.
Normally, owner occupied assets were valued on the basis of vacant possession. We have checked the existing
lease contracts in comparison to the current market rental level. If the current contract is rack-rented, we have
assumed remaining lease contracts in average of approximately 3.5 years. Otherwise we assumed a termination of
the existing contract within the next four months.
Residential leases generally involve non-recoverable management costs. For the purposes of this valuation and on
the basis of experience of CBRE and an analysis of costs of public and private housing associations, non-
recoverable management costs have been allowed for at between 200 € and 285 € per unit p.a. (depending on the
number of residential units in the individual building). We have allowed 350 € p.a. for each residential unit in
buildings that are undergoing privatisation, according to the Condominium Act (Wohneigentumsgesetz - WEG).
For the asset in Dieburg (VU 22169) we have allowed 450 € per residential unit p.a.
The weighted average non-recoverable management costs amount to 249 € per residential unit p.a.
For the commercial units, we have allowed non-recoverable management costs of 3% of the gross rental income
on potential rent.
5
CBRE valued the subject asset on the basis of its demolition, due to its negative cashflow.
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Vonovia SE Prospectus ▪ CBRE
The annual costs per square metre of lettable area adopted for the purposes of this valuation are average figures
for the types of use concerned, arrived at on the basis of experience by CBRE and the analysis of costs of similar
buildings by third-party firms. They take into account the necessary cost inputs for long-term operation of the
assets. The maintenance and repair costs allowed for in the valuation are between 6.00 € per sq m p.a. and 17.50
€ per sq m p.a. (in exceptional cases below 6.00 € per sq m p.a. for commercial units or demolition assets), with a
weighted average of 9.53 € per sq m p.a. depending on the age and condition of the building concerned. The
existence of a lift system is taken into account with an additional 1.25 € per sq m p.a. For listed monuments, we
assumed an increase of ongoing maintenance costs of 10%.
In addition to the non-recoverable ancillary costs, which are deducted monthly from the gross rental income during
the period of detailed consideration, capital expenditure on repair and maintenance work already planned at the
date of valuation has also been reflected. CBRE has not undertaken technical surveys.
For this present valuation, we were provided with Capital Expenditure (CapEx) Costs by the Company for 1,716
assets (excluding fire prevention works in properties in Dresden). We have deducted the running maintenance
costs from year 1 from the CapEx Costs provided and have taken the resultant amount into account in our valuation.
For the purposes of our valuation we have assumed total costs of rectifying the current maintenance backlog of
207,414,985 EUR for 722 assets. For all other assets, the running maintenance costs of year 1 cover the CapEx
Costs provided. The CapEx Costs are distributed as follows over the strategic portfolios: Operate (17%), Invest
(77%), Recurring Sales (5%) and Non-Core Disposals (1%).
Additionally, we were provided with the information, that costs will be incurred for fire prevention works to 22
properties in Dresden. We have deducted this amount from 2019 until 2024:
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Vonovia SE Prospectus ▪ CBRE
Under German law, it is frequently the tenant’s responsibility to carry out decorative and minor repairs. Upon a
change in tenants, however, additional expenses for basic repairs and renovation of the interior of the individual
rental units must be incurred, e.g. in the bathrooms of residential units, to facilitate renewed letting. For each of
the buildings, based on current market experience and the average condition of the apartments, we have allowed
amounts for initial refurbishments and/or on tenant fluctuation ranging from 15 to 200 € per sq m with an overall
weighted average of 65 € per sq m for residential accommodation.
Maintenance costs and costs for tenant improvement for residential area sum up to 15.36 € per sq m p.a.
Based on an analysis by the German Tenants’ Association for apartment housing in Western German locations we
have reflected non-recoverable operating costs on vacant space at a flat rate of 16.80 € per sq m p.a. (Eastern
German locations incl. Berlin: 12.00 € per sq m p.a). This includes, for example, heating costs for a minimal level
of heating, costs for caretaker or security services and electricity and cleaning costs.
4.4.6 Inflation
The DCF method used includes an explicit reflection of inflation forecast at 1.9% in year 1 and 2.0% in the
following years. Full allowance for inflation has been made for maintenance and repair costs, management and
operating costs and ground rents (Erbbauzinsen). Inflation rates forecasts were provided by CBRE Research, as at
November 2018. The sources are Consensus Forecast and ECB.
The Capitalisation Rate is derived from the average Net Initial Yield (“NIY”) achieved in transactions involving
residential properties that were observed by CBRE and reflects the market situation as well as the yield
expectations of a potential investor. It includes rental growth assumptions implicitly. The Discount Rate, which
explicitly reflects rental growth in the cash flows, is derived from the Capitalisation Rate plus the average rental
growth.
The Discount Rate and Capitalisation Rate are adjusted individually for each local market to be valued, in
accordance with the following criteria:
The Capitalisation Rate is used to capitalise the net rental income after the cashflow period (“Exit Value”). This
net rental income comprises the assumed rental income at that time less the non-recoverable operating costs.
The cash flows and the Exit Value are discounted using the selected Discount Rate, monthly in advance.
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Vonovia SE Prospectus ▪ CBRE
The resulting net present values were checked against our analysis of comparable transactions (if available) from
the sale price data collected by the relevant local valuation committee (“Gutachterausschuss”) and an analysis of
the internal lease and sale database of the CBRE Valuation Department. If necessary in the absence of transaction
data, asking prices for comparable assets on offer at empirica systeme were also considered. If, in particular
instances, results of our DCF calculations were found not to reflect the Fair Value of an individual building, the
calculation was adjusted by means of a change in the discount rate and Capitalisation Rate using expert and
experienced judgement.
For the subject properties, we have adopted a weighted average Discount Rate of 5.0% and an average
Capitalisation Rate of 3.5%.
For the purposes of this valuation, CBRE has estimated market rents at the valuation date for the lettable
accommodation and asset units. These are based on an analysis of the local asset market, using data available to
CBRE and accessible third-party sources. This includes:
▪ recent leases and tenancies agreed by Vonovia in the years 2017 and 2018
▪ analysis of the internal rental database of the CBRE Valuation Department
▪ publications by, and chargeable database queries of, market research institutes and real estate companies
At the date of valuation, the aggregated current annual rental income (gross) was 1,652,135,672 € p.a. and the
aggregated annual market rent (gross) in comparison was 1,962,111,985 € p.a. The following table shows the
breakdown of the different uses in € per sq m:
During the 10-year period of detailed consideration of the forecast cash flows, explicit modelling of changes in
market rents has been included, estimated by CBRE at administrative district (Landkreis/Kreisfreie Stadt) level
for all assets. The estimates are mainly based on data from the state statistics offices, BulwienGesa AG's RIWIS
database and the Prognos AG Zukunftsatlas. Depending on location, the resulting trends of market rent range
between annual increases of 0.3% to 3.3% for year 1 to 5 and 0.2% to 2.2% for year 6 to 10, with a weighted
average of 1.6%, adjusted for the quality of situation and condition of the building.
A number of the residential units were subject to rent control as at the valuation date. Instead of the rent increase
method of the BGB (Bürgerliches Gesetzbuch) the subsidised residential units are subject to an economic rent
(Kostenmiete). Contrary to Part 4.4.9 we have calculated with a rental growth of 0.5%, based on our experience.
Except for subsidised properties in Schleswig-Holstein, for which rents are allowed to be increased by 9% in 3
years (according to the law for public subsidised properties in Schleswig-Holstein – SHWoFG).
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Vonovia SE Prospectus ▪ CBRE
According to the information provided by the Company, 11.6% of the residential units are subject to rent control.
Residential
Units
Expiry of Restriction in Years in % of Total
Total Residential
Units
<=10 years 21,019 6.3%
11-25 years 4,230 1.3%
26-40 years 2,345 0.7%
41-55 years 2,070 0.6%
56-70 years 5,424 1.6%
> 70 years 3,185 1.0%
Restricted Units 38,273 11.6%
Not Restricted 292,997 88.4%
Total 331,270 100%
At the valuation date, there is 27,427,874 € of direct public subsidies payable to Vonovia during the next 10 years.
In January 2009, the regulation of the economic rent was repealed in Baden-Wuerttemberg. Since that date
subsidized apartments (“1. Förderweg") must not be let for a higher rent, than the rent which the municipality sets
out in the local statute.
For the determination of the respective market rent (local statute rent) of the concerned properties, we have chosen
the following approach:
We have analysed the provided local statutes and rental tables. To derive the market rent we have made plausibility
checks with the information provided to us by the Principal (internal rent approach).
As at the valuation date, the portfolio has an average vacancy rate of 2.9% (weighted by area). We are assuming
in our valuation that the weighted average structural vacancy rate of the portfolio is 1.2% with a range of 0% to
40% (100% for liquidation asset) at asset level.
In addition to the structural vacancy rate we have calculated a turnover vacancy between 1 to 6 months which
corresponds to 0.0% to 5.9%, with an average of 0.9%. Together with the structural vacancy the average stabilized
vacancy rate of the portfolio is 2.1%.
For the purposes of the valuation and in line with normal practice, no allowance has been made for any personal
costs or taxes that would be incurred by the purchaser in the course of the transaction. Mortgages and any other
existing charges on the assets have not been taken into consideration in this valuation. Normal costs payable by
the purchaser on transfer have been reflected as follows:
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Vonovia SE Prospectus ▪ CBRE
The transfer tax as at the date of valuation, 31 December 2018, for each federal state as is shown in the table below.
The net capital value is derived by deducting the purchaser's costs as shown from the calculated gross capital value.
It is therefore equivalent to the net proceeds that the vendor would receive on a notional sale, not allowing for any
personal costs or taxes to which the vendor would become liable as a result of the sale. The amount of the deduction
depends on the investment volume of the asset concerned.
Due to the different valuation approach, not all Parameters can be shown.
The annual costs per sq m of lettable area adopted for the purposes of this valuation are average figures for the
types of use concerned, arrived at on the basis of experience by CBRE and the analysis of costs of similar buildings
by third-party firms. They take into account the necessary cost inputs for long-term operation of the assets. The
maintenance and repair costs allowed for in the valuation are between 7.20 € per sq m p.a. and 12.00 € per sq m
p.a. (in exceptional cases below 7.20 € per sq m), with a weighted average of 10.37 € per sq m p.a. depending on
the age and condition of the building concerned.
In addition to the above mentioned costs we have allowed an amount for initial refurbishments and/or on tenant
fluctuation of 35 EUR per sq m for residential accommodation in Austria and 100 EUR per sq m for office
accommodation in Hungary. Maintenance costs and costs for tenant improvement sum up to 11.62 EUR per sq m
p.a.
In addition to above mentioned costs we have assumed maintenance and repair costs for residential units in Austria
currently occupied by long-term tenants (“Altmieter”). These costs range between 0 EUR per sq m p.a. and
150 EUR per sq m p.a. Altogether, the weighted average maintenance and repair costs of the Austrian assets
including the long-term tenants sum up to 12.82 EUR per sq m p.a.
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Vonovia SE Prospectus ▪ CBRE
In addition to the non-recoverable ancillary costs, which are deducted monthly from the gross rental income during
the period of detailed consideration, capital expenditure on repair and maintenance work already planned at the
date of valuation has also been reflected. CBRE has not undertaken technical surveys.
For this present valuation, we were provided by the Company with Capital Expenditure (CapEx) Costs of
4,673,306 EUR for 73 assets.
Among others, the Discount Rate considers the nature, the condition and the size of the property, the demand and
levels of value in the relevant local real estate market, the prospects for the local market, the current letting situation
in the property (vacancy, over-rented or under-rented status, the quality of the tenancy structure, the remaining
lease terms and the indexation provisions and extension options), the location of the property as well as the
development of rents and prices.
For the subject properties, we have adopted a weighted average Discount Rate of 4.8%.
The Capitalisation Rate is derived from the average Net Initial Yield (“NIY”) achieved in transactions that were
observed by CBRE and reflects the market situation as well as the yield expectations of a potential investor. It
includes rental growth assumptions implicitly. The Discount Rate, which explicitly reflects rental growth in the
cash flows, is derived from the Capitalisation Rate plus the average rental growth.
The Discount Rate and Capitalisation Rate are adjusted individually for each local market to be valued, in
accordance with the following criteria:
The cash flows and the Exit Value are discounted using the selected Discount Rate, monthly in advance.
The resulting net present values were checked against our analysis of comparable transactions (if available) and
an analysis of the internal lease and sale database of the CBRE Valuation Department. If, in particular instances,
results of our DCF calculations were found not to reflect the Fair Value of an individual building, the calculation
was adjusted by means of a change in the discount rate and Capitalisation Rate using expert and experienced
judgement.
For the subject properties, we have adopted a weighted average Discount Rate of 9.0%.
V-32
Vonovia SE Prospectus ▪ CBRE
For the purposes of this valuation, CBRE has estimated market rents at the valuation date for the lettable
accommodation and asset units. These are based on an analysis of the local asset market, using data available to
CBRE and accessible third-party sources. This includes:
▪ recent leases and tenancies agreed by Vonovia in the years 2017 and 2018
▪ analysis of the internal rental database of the CBRE Valuation Department
▪ publications by, and chargeable database queries of, market research institutes and real estate companies
At the date of valuation, the aggregated current gross rental income on portfolio level in Austria was 20,500,377
EUR p.a. and the aggregated annual market rent (gross) in comparison was 26,987,791 EUR p.a. The following
table shows the breakdown of the different uses in EUR per sq m:
At date of valuation the aggregated current gross rental income on portfolio level in Hungary was 432,080 EUR
p.a. (excluding vacant space) and the aggregated annual market rent (gross) in comparison was 478,588 EUR p.a.
The following table shows the breakdown of the different uses in EUR per sq m:
As at the valuation date, the portfolio has an average vacancy rate of 8.8% (weighted by area). We are assuming
in our valuation that the weighted average structural vacancy rate of the portfolio is 0.0%.
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Vonovia SE Prospectus ▪ CBRE
5 VALUATION CONCLUSIONS
36,928,671,300 €
(Thirty-six billion, nine hundred and twenty-eight million, six hundred and seventy-one thousand, three
hundred Euros)
of which the Fair Value of the undeveloped freehold Land and plots held on a ground lease is 84,505,000 € and
of which the value of owner occupied assets (proportion of owner-occupation above 50%, weighted by area),
classified by the Company according to IAS 16, is 11,567,000 € (representing less than 0.1% of the Fair Value
aggregated on portfolio level).
The assessment of the Fair Value was carried out at asset level. The aggregate of the individual Fair Values
presented here takes account of the marketing period and the transaction costs of the individual assets and does
not reflect any discounts or premiums on the sale of the whole portfolio or if part of the portfolio were to be
marketed simultaneously or in lots.
CBRE has not been engaged to update the CBRE valuation for the purpose of the Prospectus, has no obligation to
do so and has not updated the CBRE valuation after the date of valuation, 31 December 2018.
The table below shows the split of values between assets held for investment (freehold-equivalent and leasehold
assets), owner occupied assets (freehold-equivalent and leasehold assets) and separately Land with undeveloped
sites (held for non-specialised development and not held for development) and assets held on a ground lease.
Total
Fair Value
in EUR
Freehold-Equivalent 33,884,267,000
*Short Leasehold 2,375,317,300
**Long Leasehold 573,015,000
Subtotal Assets held as an Investment 36,832,599,300
Freehold-Equivalent 11,217,000
*Short Leasehold 350,000
**Long Leasehold 0
Subtotal Owner-Occupied Assets 11,567,000
Freehold-Equivalent 82,605,000
Land capable of development (Baureifes Land ) 52,510,000
Unserviced land zone for development (Rohbauland ) 4,070,000
Land with hope value for development (Bauerwartungsland ) 26,025,000
Leasehold-Equivalent 0
Subtotal Assets held for Non-Specialised Development 82,605,000
Freehold-Equivalent 570,000
Other Land 570,000
Leasehold-Equivalent 0
Subtotal Land not held for Development 570,000
Assets held on a ground lease (Erbbaurechtsgeber)
*Short Leasehold 1,330,000
**Long Leasehold 0
Subtotal Assets held on a ground lease 1,330,000
Total 36,928,671,300
* 50 years or less unexpired
** Over 50 years unexpired
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Vonovia SE Prospectus ▪ CBRE
The following table shows aggregated key asset data for the total portfolio (excluding Land):
The following table shows aggregated key asset data for the German portfolio (excluding Land):
6
Annual rental income (gross) includes income from antennas of 2,840,634 €.
7
Annual rental income (gross) includes income from antennas of 2,840,634 €.
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Vonovia SE Prospectus ▪ CBRE
For information purposes only the following table shows the breakdowns of the Fair Value of the German Assets
(excluding Land) by type of use. The figures have been calculated by breaking down the overall Fair Value on
unit level and allocating the individual unit results to the different type of uses.
Total
Current Annual Rental
Fair Value breakdown
Type of Use Income (gross)
x Current Annual
Total in EUR in EUR
Rental Income (gross)
Residential 1,568,164,435 34,639,640,317 22.1
Commercial* 58,149,376** 1,013,881,109 17.4
Parking 25,821,861 611,234,474 23.7
Total 1,652,135,672 36,264,755,900 22.0
* The Commercial Units include the light industry property in Falkensee.
** The Current Annual Rental Income (gross) of the commercial units includes the income of the antennas.
The following table shows aggregated key asset data for the assets abroad:
Our opinion of Fair Value is based upon the scope of work and valuation assumptions as detailed in Part 4
“Explanation of Valuation” of this Valuation Report, and has been derived mainly using comparable recent market
evidence on arm’s length terms.
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Vonovia SE Prospectus ▪ CBRE
Total
Fair Value
Total in EUR in % of Total per sq m x NCR
Operate 11,624,433,023 31.6% 1,694 20.7
Invest 22,998,978,016 62.4% 1,694 22.6
Strategic 34,623,411,039 94.0% 1,694 21.9
Recurring Sales 1,513,494,151 4.1% 1,728 23.3
Non-Core Disposals 127,850,711 0.3% 901 15.7
Vonovia Germany 36,264,755,900 98.4% 1,690 22.0
Assets Abroad 579,410,400 1.6% 2,339 27.7
Total 36,844,166,300 100.0% 1,698 22.0
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Vonovia SE Prospectus ▪ CBRE
Lettable area
The lettable area in this valuation is defined by the entry in the Company’s rent roll provided.
Residential units
Residential units - number of residential premises excluding internal and external parking units and other units;
as at 31 December 2018
Commercial units
Commercial units - number of commercial and special premises; excluding internal and external parking units and
other units;
as at 31 December 2018
Other units
Other units – e.g. number of antennas;
as at 31 December 2018
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Vonovia SE Prospectus ▪ CBRE
Note: the valuation keys above are defined in accordance with the gif Gesellschaft für Immobilienwirtschaftliche
Forschung e.V. Arbeitskreis Real Estate Investment Management.
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