Consus Real Estate : Presentation Q3 2020

Q3 2020

results presentation

16 December 2020

Agenda

	I			Financial and Operational Highlights Q3 2020		3
	II			Development Portfolio Update		7
	III			Financial Results Q3 2020		11
	IV			Summary		15
	V			Appendix		18

Consus Real Estate AG	2

Titel

I. Financial and Operational Highlights Q3 2020

VAI Campus in Stuttgart with a GDV of €1,127m the largest development project of Consus

I. Q3 2020 Highlights - Strategic transformation of Consus

Q3 20 Highlights

Portfolio Update

Results Q3 20

Summary

Appendix

• Adler Group (formerly ADO Properties S.A.) exercised its call option and acquired control of Consus in Q3
• Consus' Board is considering a change of Consus' business strategy to focus more on build-to-holdas part of the combined group

Strategic

Transformation  Consus expects that certain forward sales and upfront sales currently planned for 2020, which would have contributed to the Company's 2020 results, will not be undertaken. For this reason, Consus has withdrawn its guidance of an Adjusted EBITDA of approx. €450m for 2020.

• Financial integration process and synergy realization on track

Corporate Structure

• Acquisition of the 25% minority stake in Consus RE completed the final step in integrating our corporate structure
• Andreas Steyer (CEO) and Ben Lee (CFO) have left Consus after the successful call option exercise by Adler Group in Q3 2020
• Adler Group announced on Dec 14, 2020 that it has acquired c. 94% of Consus share capital, up from c. 65%
• Preparation of Integration of Consus into Adler Group progressing well

Consus Real Estate AG	4

I. Recent developments - Rating upgrade to BB-

Q3 20 Highlights

Portfolio Update

Results Q3 20

Summary

Appendix

S&P Ratings upgraded Consus Rating to BB- from B- in December 2020, Outlook stable

 Consus' credit profile enhanced by its strategic importance to its parent Adler

 Consus landbank as a strategic platform for Adler's future growth

 Stable outlook reflects S&P expectation that Consus should be able to continue benefiting from

favorable fundamentals of the German residential

real estate market and strong demand, underpinned by its expanding project pipeline

Consus Real Estate AG	5

I. Q3 2020 Financial Highlights

Q3 20 Highlights

Portfolio Update

Results Q3 20

Summary

Appendix

Financial Highlights

• Total income of € 705.6 million (Q1-Q32019: € 525.0 million), overall performance of € 622.1 million (Q1-Q32019: € 608.7 million)
• • Growth of 34% and 2% respectively reflecting business expansion
• Adjusted EBITDA of € 193.2 million (Q1-Q32019: € 285.2 million)
• • Higher expenses compared to overall performance mainly caused by higher income from real estate inventory disposed of in YTD Q3 2020 compared to YTD Q3 2019 with a lower margin and with less PPA effect.
• Reported Net Income of € (37.2) million (Q1-Q3 2019: € 29.3 million)
• • Mainly caused by lower EBITDA and lower financial result of € -195.3m compared to € -172.2m in Q2 20
• Net debt at € 2,705 million (FY 2019 : € 2,699.9 million) pro forma for € 172m instalment of Gröner receivable
• Refinancing of mezzanine debt and synergy realization progressing well
• • Repayment of € 479m of mezzanine debt with average interest rate of 12% to significantly reduce expensive debt, generating € 41m in savings on interest costs as of Nov 30, 2020
• Average interest rate reduced by over 100 basis points to 6.7%

Consus Real Estate AG	6

II. Development Portfolio Update

'Königshöfe im Barockviertel' in Dresden forward sold to institutional investor with a GDV of €71m

II. Consus - leading residential developer in top 9 cities in Germany

Q3 20 Highlights

Portfolio Update

Results Q3 20

Summary

Appendix

Pro forma portfolio distribution by type of asset

	Non-strategic
	10%
	GDV	Forward and
	condo sales
Build-to-hold portfolio	€ 8.6bn(2)
49%
57%

Consus with attractive development pipeline in Top 9 cities

€ billion		2.0
GDV
12			10.6(1)
10	3.5	1.2
	-2.3	8.6(2)

Key KPIs

GDV of development portfolio	Market GAV (3)
	30/09/20	Pro forma (2)	30/09/20	Pro forma (2)
	€ 10.6bn	€ 8.6bn	€ 3.6bn	€ 3.2bn
	48 projects	40 projects

Pro forma breakdown of the development portfolio by city

Duesseldorf	Berlin
24%	19%

8	-0.8	-2.0
1.6

GDV

Frankfurt

6	4.6
4
2
0	GDV as of Dec 2017	Organic acquisitions 2018	SSN acquisition	Closing upfront sale 2019	New acquisitions 2019	Developmen t gain	Upfront sale Gröner	GDV as of 30/09/20	Upfront sale PICM	PF Upfront Sales

Stuttgart € 8.6bn(2)15% 17%

Dresden	Cologne
6%
3% Leipzig Hamburg
3%	12%

(1) As of September 30, 2020. On a 100% basis (2) Pro forma for PICM transaction with GDV of € 2.0bn (3) Market GAV of the Consus property assets on 100% basis as estimated by management as of September 30, 2020.

Consus Real Estate AG	8

II. Attractive pro forma development portfolio

Q3 20 Highlights

Portfolio Update

Results Q3 20

Summary

Appendix

		12%
		Hamburg
			19% Berlin
24%	Düsseldorf	Leipzig
3%	Dresden
			3%
6%	Cologne
	15%	Frankfurt

17% Stuttgart

Strong footprint in Germany's top economic regions

40 projects with GDV of € 8.6 billion(1) almost exclusively in Germany's top 9 cities

Berlin			Düsseldorf			Stuttgart
GDV in €m:	1,653		GDV in €m:	2,023		GDV in €m:	1,427
Area in k m²:	207		Area in k m²:	347		Area in k m²:	234
Avg. Sales Price:	7,986		Avg. Sales Price:	5,825		Avg. Sales Price:	6,090
% of total GDV:	19%		% of total GDV:	24%		% of total GDV:	17%
Projects:	8		Projects:	4		Projects:	5
			Q3 closing of 'Grand Central' acquisition

Hamburg			Frankfurt/Offenbach			Cologne
GDV in €m:	1 ,054		GDV in €m:	1,317		GDV in €m:	527
Area in k m²:	169		Area in k m²:	155		Area in k m²:	105
Avg. Sales Price:	6,224		Avg. Sales Price:	8,488		Avg. Sales Price:	5,045
% of total GDV:	12%		% of total GDV:	15%		% of total GDV:	6%
Projects:	2		Projects:	6		Projects:	4

Dresden			Leipzig
GDV in €m:	291		GDV in €m:	260
Area in k m²:	63		Area in k m²:	66
Avg. Sales Price:	4,649		Avg. Sales Price:	3,938
% of total GDV:	3%		% of total GDV:	3%
Projects:	4		Projects:	6

• Main focus on residential and "quartier" developments
• Approach to develop large projects in phases
• All "quartier" developments include commercial properties

Consus with flexible portfolio extending until 2029 under the current business plan

1. Pro forma for PICM with GDV of € 2.0bn; (2) Market GAV of the Consus property assets on 100% basis as estimated by management as of 30 September, 2020, based off JLL valuation as at 31/12/2019 and costs incurred in Q1 Note: Böblingen and Mannheim are included in Stuttgart, Offenbach is included in Frankfurt am Main

Consus Real Estate AG	9

II. Consus portfolio moving from "build-to-sell" to "build-to-hold"

Q3 20 Highlights

Portfolio Update

Basis of segmentation

Results Q3 20

Summary

Appendix

Segmentation of Consus' portfolio as of 30 September 2020

• City & micro location
• % residential
• Demand and rental potential
• Development timeframe
• Sale / disposal attractiveness
• Future NAV growth
• Committed forward sales

1. Build-to-Holdto portfolio
2. • Core landbank in attractive Top 7 cities to deliver quality residential real estate in line with Adler Group's long term strategic goal
   • Delivers pipeline to grow business reducing need for further acquisitions
   • Provides scale & future growth

• 11 projects to convert to build-to-hold portfolio
• Market GAV of ~€1bn
• GDV of € 4.7-5.3bn

Pro forma portfolio split post non-strategic divestments via upfront sales

Commercial	GDV: € 8.6bn
37%	40 projects

Residential 63%

B Existing forward and condo sales - vast majority sold

• Reduced development risk through forward sales to		14 forward sold projects
institutional purchasers		7 condo projects

• Temporary portfolio with an average life of 24-36 months

C Non-strategic portfolio - almost fully disposed

•	Non-strategic landbank portfolio defined by Adler Group		25 of the 30 projects already sold
	based on location and commercial composition		5 projects planned to be sold in due
•
To be disposed to delever the combined company and reduce		course
	development exposure

Consus Real Estate AG	10

III. Financial Results Q3 2020

Cologneo I Corpus in Cologne forward sold to institutional investor with a GDV of €241m

III. Significant refinancing of mezzanine debt and synergy realization

Q3 20 Highlights

Portfolio Update

Results Q3 20

Summary

Appendix

Significant refinancing of mezzanine debt and synergy realization progressing well

✓Financial integration process and synergy	Run-rate synergies realized year-to-date (€m)
realization on track
			Operational synergies		Financial synergies		Expected synergies

✓Repayment of € 479m of mezzanine debt with an
average interest rate at 12% to significantly						9.0
reduce expensive debt, generating € 41m in
savings on interest costs as of Nov 30, 2020
✓Average interest rate reduced by over 100 basis					41.0		50.0
points to 6.7% as of Nov 30, 2020							66.9
✓Further refinancing synergies and extension of			3.3
maturities to be crystallized in Q4 2020 by		6.4	16.9
repaying more expensive and short-dated
7.2
liabilities
Platform		Expected	Total	Refinanced	Expected in	Total	Synergy
	Marketing
✓Platform- and marketing savings key pillars in	savings		in December	operational	Consus	December	financial	realized
			synergies	debt		synergies	2020E
operational synergy realization

Consus Real Estate AG	12

III. Q3 2020 Key Group Metrics

	Q3 20 Highlights	Portfolio Update	Results Q3 20
Key Income Statement Figures
			01/01/ - 30/09/2019				01/01/ - 30/09/2020
	Total		€525.0m				€705.6m
	Income

Overall		€608.7m		€622.1m
Performance

Adjusted		€285.2m		€193.2m
EBITDA(1)

Financial Result		€(172.2)m		€(195.3)m

Consolidated Net		€29.3m		€(37.2)m
Income

	Summary	Appendix
	Key Balance Sheet & Cash Flow Figures
				30 September 2020
	PF Net Debt(1)			€2,705m

Market		€3.6bn
Gross Asset Value(2)

PF Net Debt(1) /	10.7x
Adjusted LTM EBITDA(3)

PF Net Debt /	75%
Market GAV

1. Pro forma for € 172m instalment of Gröner Group receivable
2. Market GAV of the Consus property assets on 100% basis as estimated by management As of September 30, 2020, based off JLL valuation as at 31/12/2019 and costs incurred in H1 2020. Gröner transaction deconsolidated.
3. EBITDA adjusted for Purchase Price Allocation ("pre-PPA") and one-off expenses

Consus Real Estate AG	13

III. Pro forma Simplified Group Structure - Q3 2020

Q3 20 Highlights

Legend

Shareholder

Operating SPVs

Portfolio Update

Results Q3 20

Summary

Appendix

Adler Group

Other shareholders

Debt facility Consus ownership

~94%(4)

Estimated market

GAV(1) €3.6 billion

100.0%(2)

Consus RE

(formerly CG Gruppe)

SPVs

28 projects

Development and Construction

Net Debt: €1,222m

~6%(4)

93.4%(3)

Consus Swiss Finance (formerly SSN Group)

SPVs

12 projects

Development and Construction

Net Debt: €1,058m

Senior Secured Notes: €450m

Convertible: €120m

Other debt: €28m

Note: Simplified structure on a 100% basis. Net Debt as of 30 September 2020

1. Estimated Market GAV as of 30 September 2020; (2) Reflects completed acquisition of 25% minority stake in Consus RE GmbH (3) Consus owns 93.4% of SSN Group. SSN holds 51.0% of the shares in SG Development GmbH, which holds nine out of twelve development projects. As part of the acquisition of SSN, Consus also acquired additional 38.9% of the shares in SG Development GmbH, resulting in Consus direct and indirect ownership of 86.5% (4) Shareholder structure as of 14 December 2020

Consus Real Estate AG	14

IV. Summary

ÜBerlin condominium project in Berlin with a GDV of €230m

IV. Consus investment highlights

Q3 20 Highlights

Portfolio Update

Results Q3 20

Summary

Appendix

Exposure to Germany's favorable macro conditions

1. in highly attractive locations

2.

Attractive development portfolio

3.

Strong operational capabilities and track record

• Coronavirus has highlighted strength of residential focus

• Successful upfront sales highlight existing value

• Ability to develop complex mixed-use sites

	Reduction of borrowing
4.	costs & significant savings
in interest costs

• Repayment of € 479m of

expensive mezzanine debt as

of Nov 30, 2020

Enhanced credit profile

5. • Confirmed by S&P rating upgrade to BB-

6.

Largest German residential developer in Top 9 cities

• Scale provides competitive advantage

Consus believes that residential real estate in Germany's top 9 cities will be demonstrated to be one of the most robust asset class despite the Coronavirus pandemic

Consus Real Estate AG	16

IV. Summary

Q3 20 Highlights

Portfolio Update

Results Q3 20

Summary

Appendix

Consus share information

ISIN	DE000A2DA414
WKN	A2DA41
Number of Shares	161.331.507
Market Segment	Deutsche Börse Scale
m:access
Stock Exchanges	Xetra, München, Frankfurt
Indices	E&G-DIMAX
Market cap.(2)	€ 1,183m
	Baader Bank: €10.0 BUY
	Hauck & A.: €8.50 BUY
Analysts	SRC Research: €8.00 Accumulate
	Deutsche Bank: €7.0 Hold
	UBS: €7.00 Neutral

1. Bloomberg, Factset
2. As of 15 December 2020
3. As of 14 December 2020

Share price development

Shareholder structure (3)

Adler Group - c. 94%

Other shareholder - c. 6%

Consus Real Estate AG

17

17

V. Appendix

Ostforum project in Leipzig forward sold to institutional investor with a GDV of €67m

V. Consolidated Q3 2020 Financials - Income Statement

Q3 20 Highlights

Portfolio Update

Results Q3 20

Summary

Appendix

Income Statement

in k €01/01/ - 30/09/2019 01/01/ - 30/09/2020

Income from letting activities				13,702	1.	9,990
Income from real estate inventory disposed of				186,535	344,601
Income from property development				313,725			306,189
Income from service, maintenance and management activities			11,079			44,773
Total income			525,040			705,553
Change in project related inventory				83,613			-83,454
Overall performance			608,653			622,099
Expenses from letting activities				-6,756			-5,584
Cost of materials			-304,340			-362,268
Net income from the remeasurement of investment properties			7,620			-
Other operating income				13,318			19,440
Personnel expenses				-49,534			-59,279
Other operating expenses				-48,774			-55,971
EBITDA			220,187			158,437
Depreciation and amortization				-6,053			-7,250
EBIT			214,135			151,187
Financial income				22,393			27,069
Financial expenses			-194,559			-222,411
EBT				41,969			-44,155
Income tax expenses				-12,643			6,932
Consolidated Net income				29,326	2.	-37,224
Adjusted EBITDA Bridge Q-o-Q / LTM
		LTM	LTM			01/01/ -		01/01/ -
in k €	01/01/ -	01/10/2019 -
30/09/2019		30/09/2020
		31/12/2019	30/09/2020
EBITDA	236,435	174,685	220,187		158,437
PPA Adjustments	66,007	7,085	62,677		3,755
One-off expenses	41,950	70,683	2,328		31,025
Adjusted EBITDA(1)	344,392	252,453 3.	285,192		193,216

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

Comments

1.• Significant income from disposed real estate inventory reflecting Gröner Group upfront sale

2•. Mainly caused by lower EBITDA and lower financial result of € -195.3m compared to € -172.2

3•. LTM Adjusted EBITDA Q3 2020 of €252.4m

Consus Real Estate AG	19

V. Consolidated Q3 2020 Financials - Balance sheet: Assets

Q3 20 Highlights	Portfolio Update	Results Q3 20	Summary	Appendix
Current & Non-current Assets					Comments

in k €	31/12/2019		30/09/2020
Investment property	384,044	1.	99,681
Property, plant and equipment	11,076		9,009
Right-of-use assets	17,144		10,971
Goodwill	1,036,489		1,036,489
Other intangible assets	4,919		4,385
Investments accounted for using the equity method	21,046		21,065
Receivables from related parties	184		1,007
Financial assets	73,559		72,009
Other assets	194		196
Contract assets	13,856	2.	23,828
Total non-current assets	1,562,511		1,278,639
Inventories	2,472,621		2,378,493
Trade and other receivables	41,663		394,037
Receivables from related parties	109,082		3,650
Tax receivables	11,572		6,411
Financial assets	31,101		96,434
Other assets	28,707		45,808
Contract assets	321,347	2.	391,047
Cash and cash equivalents	150,613	3.	129,765
Assets held for sale	26,100		26,100
Total current assets	3,192,805		3,471,744
Total assets	4,755,315		4,750,383

•1. Investment properties and Inventories reduced due to deconsolidation of Gröner upfront sale

•2. Contract asset growth as forward sales contracts continued to be performed

»3. Higher net cash consumption from operating activities, partly compensated by lower cash out-flows from investing activities.

Consus Real Estate AG	20

V. Consolidated Q3 2020 Financials - Balance sheet: Equity & Liabilities

Q3 20 Highlights	Portfolio Update	Results Q3 20	Summary	Appendix
Equity and liabilities					Comments

in k €	31/12/2019		30/09/2020
Subscribed capital	136,582		161,332
Capital reserves	877,132		1,099,882
Other reserves	- 81,606		-251,303
Non-controlling interests	132,286		25,107
Total equity	1,064,394		1,035,018
Financing liabilities	1,655,621		1,175,789
Provisions	2,843		3,211
Prepayments received	27,500		-
Liabilities to related parties	27,500		-
Other liabilities	32,572		16,063
Deferred tax liabilities	111,232		38,313
Total non-current liabilities	1,829,767		1,233,375
Financing liabilities	1,194,880		1,134,353
Provisions	7,426		9,344
Trade payables	97,576		98,843
Liabilities to related parties	53,299	1.	715,135
Tax payables	53,038		55,603
Prepayments received	305,777	2.	326,203
Other liabilities	95,993		136,020
Contract liabilities	53,166	3.	6,489
Total current liabilities	1,861,154		2,481,990
Total liabilities	3,690,921		3,715,365
Total equity & liabilities	4,755,315		4,750,383

1.• Liabilities to related parties increased

significantly attributable to Adler shareholder loan to repay expensive mezzanine debt

2.• Prepayments received: prepayments related to land are recognised directly on the balance sheet, as not offset against contract asset as the income has not been recognised

•3. Contract liabilities: related to advances from customers prior to revenue being recognised

Consus Real Estate AG	21

V. Consolidated Q3 2020 Cash Flow Statement

Q3 20 Highlights	Portfolio Update	Results Q3 20	Summary	Appendix
Cash flow				Comments

in k €	01/01/ - 30/09/2019	01/01/ - 30/09/2020
Profit (loss) before tax (after discontinued operations)	41,969	-44,155
	-

1•. Positive cash flow from the Gröner Group transaction is expected in

Depreciation and amortisation

Depreciation and impairment of property, plant and equipment

Amortisation and impairment of intangible assets

Depreciation on right-of-use asset

Valuation gains on financial assets

Valuation gains on investment property

Financial expenses (income)

Financial income

Financial expenses

Other non cash adjustments

Other working capital adjustments

Decrease/ (increase) in trade and other receivables

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

Decrease/ (increase) in inventories and contractual assets

(Decrease) / increase in prepayments on development projects

Decrease / (increase) in investment property

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

6,052		7,250
3,346		2,586
93		895
2,613		3,769
-		-1
-7,620		-
172,166		195,342
-22,393		-27,069
194,559		222,411
2,296		512
-108,316		72,648
14,110	1.	-336,725
-1,055		-11,646
-285,733		-45,220
193,303		59,676
-34,377		310,776
19,546		-240,938

Q4 2020

2•. Net cash flow from operating activities decreased due to cash consumption in operations caused by increased building activities.

3.• Net Cashflow from investing activities primarily reflects capex on development projects and the acquisition of new projects

4•. Financing cashflow is primarily impacted by net proceeds from borrowings and paid interest.

Income tax paid	2,695		-3,664
Net cash flow from operating activities	123,354	2.	-108,792
Net cash flow from investing activities	-196,010	3.	-48,562
Net cash flow financing activities	139,419	4.	136,507

Consus Real Estate AG	22

V. Exposure to Germany's favourable housing conditions

Excellent business opportunity for residential developers

Q3 20 Highlights

Portfolio Update

Results Q3 20

Summary

Appendix

	"We want to build 1.5 million new apartments and homes in the next 4 years.
	This is absolutely necessary"
German Chancellor	Source: German Chancellor Angela Merkel, Die Bundesregierung, May 26, 2018
Angela Merkel

Demand of 3.2m units with c. € 1 trillion GDV(1) until 2030

Demand of 3.2m new apartments until 2030

Source: Institut der deutschen Wirtschaft, July 2019

1. Based on estimated average price of €325k per unit

Strong and consistent rental price growth	Rent affordability remains healthy

110			Rental-price index			GDP growth	6,0%	New unit (70 sqm) price as a multiple of gross annual salary
												4,0%	Belgium	3,7
100												2,0%	Denmark	4,3
												Germany	5
												0,0%
90												Spain	5,4
											-2,0%	Austria	5,6
80	No decline in rental prices in						-4,0%	Netherlands	5,8
	over 20 years across the							Italy	6,3
		economic cycle							-6,0%	Hungary	7,1
70												-8,0%	Poland	7,5
1995	1997	1999	2001	2003	2005	2007	2009	2011	2013	2015	2017	2018	France	8	9,8
UK
														(1)

Source: Destatis, EIU

Source: Deloitte Property Index 2018, Morgan Stanley Research

Consus Real Estate AG	23

V. Remaining Forward sale pipeline, self-funding with minimized development risks

Q3 20 Highlights

Portfolio Update

Results Q3 20

Summary

Appendix

Illustrative forward sales business model cash flow profile

Acquisition	Development /	Construction	Delivery	Cash flow
Forward sale

positive as

construction

starts

	20%
11%	Balanced
payments

5%	profile
Project cash flow breakeven

• First cash inflow as forward sale is entered into
• Target to become cash flow positive prior to construction start
• 90% of the cash inflows are received during the construction phase including payment for the land
• Small remaining payment at delivery

					60% 54%				Limited working
	-20%								capital
								consumption
			30%
	20%	5%			10%
					1%
								High
		Land Acquisition	Development /	Construction	Delivery	(1)		profitability
			Forward Sale
		Project Cash Collection		Project Cash Costs		Cumulated Project Cash Flow Margin

• Regular payments from buyers to cover construction costs
• Minimal working capital needs throughout the life of the project
• Targeted Adjusted EBITDA margin of 20% at delivery, with upside potential based on outperforming occupancy and rent levels achieved, and downside floor

(1) Delivery includes finalization of construction and tenancy

Consus Real Estate AG	24

V. Illustrative Example of the PPA adjustment mechanism

Q3 20 Highlights

Portfolio Update

Results Q3 20

Summary

Appendix

• 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
• For forward sales to institutions, land and development work are separately accounted for, reflecting their separate performance obligations

Illustration: Consus accounting for inventories acquired at CG Gruppe acquisition

• Margin for CG Gruppe: 10 + 10 = 20

»	Cash inflow for CG Gruppe / Consus: 20	Key elements of PPA adjustment

• Effective margin for Consus: 20 - 10 = 10

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

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

Consus Real Estate AG	25

TitelDisclaimer

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.

Consus Real Estate AG