Obbligazione Vonovia AG 0.75% ( DE000A19B8D4 ) in EUR

Vonovia AG

100 EUR ▼

Germania

DE000A19B8D4 ( in EUR )

0.75% per anno ( pagato 1 volta l'anno)

25/01/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Vonovia SE DE000A19B8D4 in EUR 0.75%, scaduta

100 000 EUR

500 000 000 EUR

Vonovia SE è una società immobiliare tedesca, tra i maggiori operatori europei nel settore residenziale, con un ampio portafoglio di appartamenti in Germania e altre nazioni europee.

The Obbligazione issued by Vonovia AG ( Germany ) , in EUR, with the ISIN code DE000A19B8D4, pays a coupon of 0.75% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 25/01/2022

Base Prospectus dated 26 March 2020
This document constitutes a base prospectus for the purposes of Art. 8(1) of Regulation (EU) 2017/1129 of the European Parliament and of
the Council of June 14, 2017 (the "Prospectus Regulation") relating to issues of non-equity securities ("Non-Equity Securities") within the
meaning of Art. 2(c) of the Prospectus Regulation under the Programme (as defined below) by Vonovia Finance B.V. and Vonovia SE.

Vonovia Finance B.V.
(incorporated in The Netherlands as a private company with limited liability)
EUR 20,000,000,000 Debt Issuance Programme
guaranteed by
Vonovia SE
(incorporated in Germany as a European Company (Societas Europaea))
Under this base prospectus (together with any documents incorporated by reference therein, the "Base Prospectus"), Vonovia Finance
B.V. (the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue unsubordinated
bearer notes in a minimum denomination of EUR 1,000.00 per Note (together the "Notes"). The payments of all amounts due in respect
of Notes issued by the Issuer will be unconditionally and irrevocably guaranteed by Vonovia SE (the "Guarantor"). The aggregate
principal amount of Notes issued under the Debt Issuance Programme described in this Base Prospectus (the "Programme") outstanding
will not at any time exceed EUR 20,000,000,000 (or the equivalent in other currencies).
The principal amount of the Notes, the issue currency, the interest payable in respect of the Notes, the issue prices and maturities of the
Notes and all other terms and conditions which are applicable to a particular Series and, if applicable, Tranche of Notes (each term as
defined below, see "General description of the Programme") will be set out in the document containing the final terms (each "Final
Terms") within the meaning of Art. 8(4) of the Prospectus Regulation.
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") as competent
authority under the Prospectus Regulation. The CSSF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of
the Issuer or of the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the
suitability of investing in the Notes.
The Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany ("Germany") and The
Netherlands with a certificate of approval attesting that this Base Prospectus has been drawn up in accordance with the Prospectus
Regulation. The Issuer may request the CSSF to provide competent authorities in additional host member states within the European
Economic Area and the United Kingdom with such notification.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the official list
of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated
market "Bourse de Luxembourg". The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the
Markets in Financial Instruments Directive 2014/65/EU (as amended, "MiFID II"). However, Notes may be listed on any other stock
exchange or may be unlisted as specified in the relevant Final Terms.
This Base Prospectus and any supplement to this Base Prospectus will be published in electronic form together with all documents
incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of Vonovia
(www.vonovia.de).
This Base Prospectus is valid for a period of twelve months after its approval. The validity ends upon expiration of 26 March 2021.
The obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies does
not apply when this Base Prospectus is no longer valid.
This Base Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where such
offer or solicitation is unlawful.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and
subject to certain exceptions, the Notes may not be offered or sold within the United States or to, or for the account or benefit of,
U.S. persons.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks and
that they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition. Investing in the
Notes involves certain risks. Please review the section entitled "Risk Factors" beginning on page 8 of this Base Prospectus.
Arranger
Société Générale Corporate & Investment Banking
Dealers
BNP PARIBAS
BofA Securities
Commerzbank
Credit Suisse
Deutsche Bank
Morgan Stanley
Société Générale Corporate &
UniCredit Bank
Investment Banking

RESPONSIBILITY STATEMENT
Vonovia Finance B.V. (the "Issuer") with its registered office in Amsterdam, The Netherlands and Vonovia SE (the
"Guarantor", together with its consolidated subsidiaries, "Vonovia" or the "Group") accept responsibility for the information
contained in and incorporated by reference into this Base Prospectus and for the information which will be contained in the
Final Terms.
Each of the Issuer and the Guarantor hereby declares that to the best of its knowledge the information contained in this Base
Prospectus for which it is responsible is in accordance with the facts and that this Base Prospectus makes no omission likely
to affect its import.
NOTICE
This Base Prospectus should be read and understood in conjunction with any supplement hereto and with any other documents
incorporated herein by reference (see "Documents Incorporated by Reference" below). Full information on the Issuer, the
Guarantor and any Tranche of Notes is only available on the basis of the combination of the Base Prospectus and the relevant
Final Terms.
No person has been authorised to give any information or to make any representation other than those contained in this Base
Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not
be relied upon as having been authorised by the Issuer, the Guarantor or the Arranger or any Dealer (as defined in "General
Description of the Programme").
Neither the Arranger nor any Dealer nor any other person mentioned in this Base Prospectus, excluding the Issuer and the
Guarantor, is responsible for the information contained in this Base Prospectus or any supplement thereof, or any Final Terms
or any other document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any
relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information
contained in any of these documents.
Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create
any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Base
Prospectus has been most recently supplemented or that there has been no adverse change in the financial position of the Issuer
since the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that any other
information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Base Prospectus comes are required by the Issuer, the Guarantor, the Arranger and the
Dealer to inform themselves about and to observe any such restriction.
The Notes and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes
will be issued in bearer form and are subject to certain U.S. tax law requirements. Subject to certain exceptions, Notes may
not be offered, sold or delivered within the United States or to, or for the account or benefit of, any U.S. person. The term
"U.S. person" has the meaning ascribed to it in Regulation S under the Securities Act ("Regulation S") and the U.S. Internal
Revenue Code of 1986, as amended (the "Code") and regulations thereunder. The Notes are being offered and sold outside
the United States to non-U.S. persons pursuant to Regulation S and may not be legally or beneficially owned at any time by
any U.S. person. For a description of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus,
see "Subscription and Sale - Selling Restrictions".
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms may be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms constitute an offer or an invitation to subscribe
for or purchase any Notes and should not be considered as a recommendation by the Issuer, the Guarantor or any Dealer that
any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this
Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial
or otherwise) of the Issuer and the Guarantor.
The language of the Base Prospectus except for the form of terms and conditions of the Notes is English. The binding language
of the terms and conditions of each Series of Notes will be specified in the respective Final Terms.
2

The information on any website referred to in this Base Prospectus do not form part of the Base Prospectus and has not been
scrutinized or approved by the CSSF unless that information is incorporated by reference into the Base Prospectus.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the
target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules
under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is
a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates
will be a manufacturer for the purpose of the MiFID Product Governance Rules.
PRIIPS REGULATION / EEA AND UK RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA and UK Retail Investors", the
Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area ("EEA") or in the United Kingdom (the "UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
MiFID II; (ii) a customer within the meaning of Directive 2016/97/EU as amended (the "Insurance Distribution Directive"),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not
a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
BENCHMARK REGULATION / STATEMENT IN RELATION TO ADMINISTRATOR'S REGISTRATION
Interest amounts payable under floating rate notes issued under this Programme are calculated by reference to (i) EURIBOR
(Euro Interbank Offered Rate) which is provided by the European Money Markets Institute (EMMI) or (ii) LIBOR (London
Interbank Offered Rate) which is provided by the ICE Benchmark Administration Limited (IBA). As at the date of this Base
Prospectus, each of EMMI and IBA appears on the register of administrators and benchmarks established and maintained by
the European Securities and Markets Authority (ESMA) pursuant to Article 36 of the Regulation (EU) 2016/1011 of the
European Parliament and of the Council of 8 June 2016, as amended ("Benchmark Regulation").
STABILISATION
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any) named as stabilising
manager(s) in the applicable Final Terms (or persons acting on behalf of a stabilising manager) may over-allot Notes or effect
transactions with a view to supporting the price of the Notes at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must
end no later than the earlier of 30 days after the Issue Date of the relevant Tranche of Notes and 60 days after the date of the
allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
stabilising manager(s) (or person(s) acting on behalf of any stabilising manager(s)) in accordance with all applicable laws and
rules.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not
relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of amounts not yet
determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases such as
"anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms
and phrases, including references and assumptions. This applies, in particular, to statements in this Base Prospectus containing
information on future earning capacity, plans and expectations regarding the Group's business and management, its growth
and profitability, and general economic and regulatory conditions and other factors that affect it.
3

Forward-looking statements in this Base Prospectus are based on current estimates and assumptions that the Issuer and the
Guarantor make to the best of their present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including the Group's financial condition and results of operations, to differ
materially from and be worse than results that have expressly or implicitly been assumed or described in these forward-looking
statements. The Group's business is also subject to a number of risks and uncertainties that could cause a forward-looking
statement, estimate or prediction in this Base Prospectus to become inaccurate. Accordingly, investors are strongly advised to
read the following sections of this Base Prospectus: "Risk Factors" and "Description of the Guarantor and the Group". These
sections include more detailed descriptions of factors that might have an impact on the Group's business and the markets in
which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Base Prospectus may not occur. In addition,
neither the Issuer nor the Dealers assume any obligation, except as required by law, to update any forward-looking statement
or to conform these forward-looking statements to actual events or developments.

4

TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 6
RISK FACTORS .............................................................................................................................................. 8
ISSUE PROCEDURES .................................................................................................................................. 25
TERMS AND CONDITIONS OF THE NOTES ........................................................................................... 27
FORM OF GUARANTEE ........................................................................................................................... 126
FORM OF FINAL TERMS .......................................................................................................................... 141
DESCRIPTION OF THE ISSUER ............................................................................................................... 162
DESCRIPTION OF THE GUARANTOR AND THE GROUP ................................................................... 165
USE OF PROCEEDS ................................................................................................................................... 179
TAXATION WARNING ............................................................................................................................. 180
SUBSCRIPTION AND SALE ..................................................................................................................... 181
GENERAL INFORMATION ....................................................................................................................... 184
DOCUMENTS INCORPORATED BY REFERENCE................................................................................ 187
NAMES AND ADDRESSES ....................................................................................................................... 190

5

GENERAL DESCRIPTION OF THE PROGRAMME
General
Under the Programme, Vonovia Finance B.V., subject to compliance with all relevant laws, regulations and directives, may
from time to time issue notes (the "Notes") to one or more of the following Dealers: BNP Paribas, BofA Securities Europe
SA, Commerzbank Aktiengesellschaft, Credit Suisse Securities (Europe) Limited, Deutsche Bank Aktiengesellschaft, Merrill
Lynch International, Morgan Stanley & Co. International plc, Société Générale, UniCredit Bank AG and any additional Dealer
appointed under the Programme from time to time by the Issuer which appointment may be for a specific issue or on an
ongoing basis (together, the "Dealers").
Société Générale acts as arranger in respect of the Programme (the "Arranger").
Deutsche Bank Luxembourg S.A. acts as Listing Agent ("Listing Agent").
Deutsche Bank Aktiengesellschaft will act as fiscal agent (the "Fiscal Agent") and paying agent (the "Paying Agent").
The aggregate principal amount of the Notes outstanding at any one time under the Programme will not exceed
EUR 20,000,000,000 (or its equivalent in any other currency) (the "Programme Amount"). The Issuer may increase the
Programme Amount in accordance with the terms of the Dealer Agreement (as defined herein) from time to time.
Prospectus
Notes issued under the Programme may be issued either: (1) pursuant to this Base Prospectus and associated Final Terms; or
(2) pursuant to a Specific Prospectus (as defined below); or (3) in relation to Notes not publicly offered in, and not admitted
to trading on a regulated market of, any member state of the European Economic Area and the United Kingdom, in such form
as agreed between the Issuer, the relevant Dealer(s) and, if relevant for the Fiscal Agent (as defined below), the Fiscal Agent.
"Specific Prospectus" means any prospectus prepared by the Issuer in relation to Notes issued under the Programme and
having terms not contemplated by the Base Prospectus as Option I or Option II, which may incorporate by reference certain
parts of the Base Prospectus and which constitutes a prospectus for the purposes of Article 6 para. 3 of the Prospectus
Regulation, including any documents which are from time to time incorporated by reference in the Specific Prospectus, as
such Specific Prospectus is amended, supplemented or replaced from time to time.
Issues of Notes
Notes may be issued on a continuing basis to one or more of the Dealers.
The Notes issued under this Base Prospectus will be issued as fixed rate (the "Fixed Rate Notes") or floating rate notes (the
"Floating Rate Notes").
The Notes will have the benefit of a guarantee given by the Guarantor (the "Guarantee"). The Guarantee constitutes an
irrevocable, unsecured and unsubordinated obligation of the Guarantor ranking pari passu with all other unsecured and
unsubordinated obligations of the Guarantor. The Guarantee will be governed by German law.
Notes will be issued in tranches ("Tranches"), each Tranche in itself consisting of Notes, which are identical in all respects.
One or more Tranches, which are expressed to be consolidated and forming a single series and identical in all respects, but
having different issue dates, interest commencement dates, issue prices and dates for first interest payments may form a series
("Series") of Notes. Further Notes may be issued as part of existing Series.
Notes of any Tranche may be issued at a price (the "Issue Price") equal to their principal amount or at a discount or premium
to their principal amount. The Issue Price for the Notes of any Tranche issued on a syndicated basis will be determined at the
time of pricing on the basis of a yield which will be determined on the basis of the orders of the investors which are received
by the Dealers during the offer period. Orders will specify a minimum yield and may only be confirmed at or above such yield.
The resulting yield will be used to determine the Issue Price.
Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and as indicated
in the applicable Final Terms save that the minimum denomination of the Notes will be, if in euro, EUR 1,000.00, and, if in
any currency other than euro, an amount in such other currency at least equivalent to EUR 1,000.00 at the time of the issue of
Notes. Subject to any applicable legal or regulatory restrictions, and requirements of relevant central banks, Notes may be
issued in euro or any other currency.
Notes will be issued with such maturities as may be agreed between the Issuer and the relevant Dealer(s), subject to such
minimum or maximum maturities as may be allowed or required from time to time by any laws, regulations and directives
applicable to the Issuer or the relevant currency.
6

The principal amount of the Notes, the currency, the interest payable in respect of the Notes, if any, the Issue Price and
maturities of the Notes which are applicable to a particular Series and, if applicable, Tranche will be set out in the relevant
Final Terms.
The yield for Notes with fixed interest rates will be calculated by the use of the International Capital Market Association
("ICMA") method, which determines the effective interest rate of notes taking into account accrued interest on a daily basis.
Each Tranche of Notes will be represented on issue by a temporary global note (each a "Temporary Global Note"). Interests
in a Temporary Global Note will be exchangeable, in whole or in part, for interest in a permanent global note (each a
"Permanent Global Note") on or after the date 40 days after the later of the commencement of the offering and the relevant
issue date (the "Exchange Date"), upon certification as to non-U.S. beneficial ownership.
The Notes will be freely transferable in accordance with the rules and regulations of the relevant Clearing System.
Distribution of Notes
Notes may be distributed by way of public offer or private placements and, in each case, on a syndicated or non-syndicated
basis. The method of distribution of each Tranche will be stated in the relevant Final Terms. The Notes may be offered to
qualified and non-qualified investors.
The Notes may be offered to the public in Luxembourg. The Issuer has requested the CSSF to provide the competent authorities
in Germany and The Netherlands with a certificate of approval attesting that this Base Prospectus has been drawn up in
accordance with the Prospectus Regulation. The Issuer may request the CSSF to provide competent authorities in additional
host member states within the European Economic Area and the United Kingdom with such notification.
The offer and distribution of any Notes of any Tranche will be subject to selling restrictions, including those for the United
States, the European Economic Area and the United Kingdom. See "Subscription and Sale" below.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the
target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
Listing of Notes
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the
official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock
Exchange's regulated market "Bourse de Luxembourg", appearing on the list of regulated markets issued by the European
Commission and may be made on any other regulated market in a Member State of the EEA or the UK (a "Regulated
Market"). The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of MiFID II. However,
Notes may be listed on any other stock exchange or may be unlisted as specified in the relevant Final Terms.
7

RISK FACTORS
Before deciding to purchase Notes issued under the Programme, investors should carefully review and consider the following
risk factors and the other information contained in this Base Prospectus. Should one or more of the risks described below
materialize, this may have a material adverse effect on the business, prospects, shareholders' equity, assets, financial position
and results of operations (Vermögens-, Finanz- und Ertragslage) or general affairs of Vonovia Finance B.V., Vonovia SE or
the Group. Moreover, if any of these risks occur, the market value of Notes issued under the Programme and the likelihood
that the Issuer will be in a position to fulfil its payment obligations under Notes issued under the Programme may decrease,
in which case the holders of Notes (the "Noteholders") issued under the Programme could lose all or part of their investments.
Factors which the Issuer believes may be material for the purpose of assessing the risks associated with Notes issued under
the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under
the Programme, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with Notes issued
under the Programme for other unknown reasons than those described below. Additional risks of which the Issuer is not
presently aware could also affect the business operations of Vonovia Finance B.V., Vonovia SE or the Group and have a
material adverse effect on their business activities, financial condition and results of operations. Prospective investors should
read the detailed information set out elsewhere in this Base Prospectus (including any documents incorporated by reference
herein) and reach their own views prior to making any investment decision.
The following risk factors are organized in categories depending on their respective nature. In each category the most material
risk factors, based on the probability of their occurrence and the expected magnitude of their negative impact, are mentioned
first.
RISK FACTORS RELATING TO THE ISSUER
Risks related to the nature of the Issuer as a financing subsidiary
The Issuer is dependent on the Guarantor and other entities of the Group.
The Issuer acts as financing subsidiary of the Guarantor. The principal activity of the Issuer is the provision of loans to members
of the Group financed with funds acquired from the capital market, bank loans and loans from other companies of the Group.
Its assets mainly consist of financial investments in Group companies, receivables from loans to Group companies, and other
receivables owed by Group companies. The Issuer may issue Notes under the Programme in the future. As a controlled
company, the Issuer has furthermore entered into a control and profit and loss transfer agreement (Beherrschungs- und
Gewinnabführungsvertrag) with the Guarantor as controlling company pursuant to which the Guarantor is legally obliged to
assume all losses of the Issuer (Verlustübernahme).
The ongoing business activities of the Issuer depend on the ability of the Guarantor and other companies of the Group to fulfil
their payment obligations vis-à-vis the Issuer or the obligation to assume losses. If individual or all members of the Group
were unable to meet their payment obligations to the Issuer in due time, this could considerably impair the ability of the Issuer
to fulfil its obligations arising from the Notes towards the investors.
RISK FACTORS RELATING TO THE GUARANTOR AND THE GROUP
Market risks
Vonovia is dependent on economic and demographic developments in the markets where its properties are located.
As Vonovia's own properties are dispersed across more than 650 cities and communities throughout the Federal Republic of
Germany ("Germany"), as well as in the Republic of Austria ("Austria") and in the Kingdom of Sweden ("Sweden"),
Vonovia's business activities are affected by numerous demographic and economic factors. In particular, developments in the
residential property market in Germany and in its regional sub-markets are of significant importance for the Group's business
and future prospects.
These factors significantly impact demand for and the vacancy rate of Vonovia's properties, the rents that Vonovia can achieve,
the payment patterns of Vonovia's tenants, the valuation of Vonovia's properties and other developments significant to the
business of Vonovia and may vary significantly across Germany, Sweden and Austria and within regional sub-markets.
Consequently, unfavourable economic and demographic developments in the regions where the Group's properties are located,
could have material adverse effects on Vonovia's business, financial condition, cash flow and results of operations.
8

Risks related to the SARS-CoV-2 pandemic.
Pandemics, epidemics, outbreaks of infectious diseases or any other serious public health concerns, such as the outbreak of
SARS-CoV-2 first identified in December 2019 and its associated disease ("Covid-19"), together with any measures aimed at
mitigating a further expansion thereof, such as restrictions on travel, imposition of quarantines, prolonged closures of
workplaces, or curfews or other social distancing measures, may have a material adverse effect on the global economy and
international financial markets in general and on the markets in which the Group operates in particular. The implications of
such outbreaks depend on a number of factors, such as the duration and spread of the respective outbreak as well as the timing,
suitability and effectiveness of measures imposed by authorities, the availability of resources, including human, material,
infrastructure and financial (e.g., governmental stimulus packages and/or measures introduced by central banks) required to
implement effective responses to the respective situation at the international, national and regional level as well as the level of
civil compliance with such measures. There is no guarantee that such measures, or a combination thereof, are effective means
to combat such an outbreak and the implications resulting therefrom, which may result in an increase of credit risk, liquidity
risk and operational risk for the Group and, ultimately, have material adverse effects on the operating results of the Group and
its business and financial situation.
A number of factors that are important for the Group to successfully conduct its business could be materially affected by the
spread of Covid-19. The social distancing measures implemented by countries around the world to slow the spread of Covid-
19 could result in a severe global recession and financial crisis. As economic activity is drastically reduced for several months,
many businesses could be forced to close, leading to a dramatic increase in unemployment. As businesses and unemployed
workers no longer have the income to pay their outstanding debts, the number of defaults could significantly increase. Such
developments could have a number of effects on the Group's business, including the following:
- Some tenants in the Group's properties could find it increasingly difficult to pay their rent, thereby leading to a dramatic
increase in late payments.
- Other tenants in the Group's properties may no longer be able to afford to pay rent at all and be forced to move out,
thereby further reducing the Group's income stream. Moreover, if unemployment is widespread, the Group may not be
able to find tenants to take the place of those that had to move out. As a result, the Group may be confronted with having
to endure either a higher rate of vacancies or lower rental prices at its properties.
- In light of the expected payment difficulties of private individuals and companies as a result of the pandemic, the German
legislator has enacted certain legislative amendments with effect from 1 April 2020: As part of these measures, rental
agreements can until 30 June 2022 no longer be terminated by the landlord solely based on a default in rental payments
in the period from 1 April 2020 to 30 June 2020, if the failure to pay is due to the effects of the Covid-19 pandemic. The
German Federal Government is authorised to extend the relevant period by decree until 30 September 2020. It cannot be
excluded, that the German legislator will adopt additional measures which could further limit landlord's rights vis-à-vis
their tenants.
- As regards the Group's properties for sale, lower economic activity could also make it more difficult to sell properties at
the price expected by the Group or at all. If the Group cannot sell certain properties, it would be forced to pay the cost of
upkeep without the possibility of recouping such costs in a later sale.
- The Covid-19 pandemic, the measures imposed by authorities to mitigate the crisis and the resulting economic
implications could have material negative effects on the valuation of real estate properties and therefore on the assets of
the Group.
- As a result of increased levels of defaults, banks may have reduced liquidity, which could make it harder for the Group
to obtain the financing it requires to pursue its acquisition and development strategies or even for its regular operations.
- In addition, even if it is able to complete the development of certain properties, it may not be able to find suitable
purchasers on account of significantly reduced demand. Such demand may be reduced due to either liquidity constraints
faced by potential purchasers or due to a general decrease in demand for new properties.
- As regards regional developments, the spread of Covid-19 may also slow the rate at which people move from rural and
suburban areas into cities, which could have a negative impact on rental prices and overall residential demand in cities.
The risks outlined above could each have a significant negative impact on the business of the Group. Moreover, such impact
would be greater if the various risks took effect simultaneously.
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Macroeconomic developments could impair the German, Swedish and Austrian property market and the valuation of
Vonovia's property portfolio.
The uncertainty regarding the general economic outlook has made investment opportunities that provide stable and largely
predictable cash flows, such as investments in German, Swedish and Austrian residential real estate, more popular. This trend
has been exacerbated by historically low interest rates in Europe. As a result, property prices and the value of residential real
estate have increased.
These developments could reverse themselves if, for example, interest rates were to rise, as observed in some parts of the
world. A rise in interest rates in the Europe could result in increased investor interest in investments with a higher risk profile
and a decrease in the attractiveness of real estate investments.
A rise in interest rates in Europe could have negative consequences for Vonovia, as it could trigger a decline in demand for
residential property, impact the fair value of Vonovia's property portfolio and could make it more difficult for Vonovia to
dispose of assets from its "Non-Core" portfolio segment or pursuing sales of assets from its "Privatise" portfolio segment.
Given the Group's dependence on its ability to access financial markets for the refinancing of its liabilities, any increase in
interest rates could also reduce the Group's ability to refinance its existing and future liabilities.
Any macroeconomic developments with negative impact on the real estate market or rising interest rates could have a material
adverse effect on the net assets, financial position and results of operations of Vonovia.
The currently relatively high market prices for residential properties and residential property portfolios could inhibit
Vonovia's ability to implement its strategy of buying up additional residential property portfolios at attractive conditions.
As part of its business strategy, Vonovia seeks to capture external growth opportunities by acquiring residential real estate
portfolios and real estate companies when these are deemed to enhance the value of the Group. Such acquisitions may only be
implemented, however, if attractive real estate portfolios or real estate companies are available for purchase at economically
reasonable prices. Given the current high demand for residential real estate in Germany, Sweden and Austria, such portfolios
and companies may be unavailable or available only on unfavourable terms. Due to the increasing consolidation in the German,
Swedish and Austrian residential real estate markets, the number of available real estate portfolios has further decreased. In
addition, competitors with asset acquisition objectives similar to those of the Group may possess greater financial resources
and lower costs of capital than Vonovia. Furthermore, it cannot be guaranteed that the Group will be able to generate sufficient
funds to finance such envisaged acquisitions in the future.
Additionally, the supply of real estate portfolios might be limited, for example, due to fewer sales of real estate portfolios by
public and private long-term owners. If public long-term owners cease privatising or if they reduce their privatisation activities,
supply could be constricted, which could increase competition for acquisitions that would be suitable for the Group and result
in the prices of residential properties increasing further. As a consequence of these factors, the Group could be forced to pay
higher prices or to acquire fewer (if any) properties.
If Vonovia is no longer able to acquire suitable real estate portfolios or real estate companies at favourable terms in the future,
this could limit its future growth and prevent it from achieving additional economies of scale. In turn, this could have a material
adverse effect on the business, net assets, financial position, cash flow and income of Vonovia.
Vonovia may be unable to sell a portion or the whole of its portfolio on favourable terms.
The real estate market in which Vonovia invests and operates is characterised by limited liquidity. The Group's general ability
to sell parts of its real estate portfolio depends on the state of investment markets and on market liquidity. If Vonovia were to
be required to sell parts of its real estate portfolio, including for the purpose of raising cash to support its operations, there is
no guarantee that the Group would be able to sell such parts, or the whole, of its portfolio on favourable terms or at all. In the
case of a forced sale of all or part of Vonovia's real estate portfolio, for example, if creditors of the Group realise collateral, a
significant shortfall between the price obtained and the carrying amount of the portfolio sold is possible.
Such events could have material adverse effects on the Group's business, financial condition and results of operations.
Risks related to the Group's business activities
Vonovia is exposed to risks arising from the structural condition of its properties, their maintenance and repair.
To ensure the safety of residents, sustainable demand for housing and appropriate income in the long term, rental properties
must satisfy structural requirements and market demand, or be brought into such a condition. If a rental property is not
maintained in a reasonable condition, this jeopardizes the health and safety of the tenants. Normally the costs incurred to keep
a rental property maintained are borne primarily by the owner of the property. If repairs or improvements are needed because
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