Obligation Vonovia AG 0.625% ( DE000A3E5FR9 ) en EUR

Vonovia AG

100 % ▲

Allemagne

DE000A3E5FR9 ( en EUR )

0.625% par an ( paiement annuel )

24/03/2031 - Obligation échue

Prospectus brochure de l'obligation Vonovia SE DE000A3E5FR9 en EUR 0.625%, échue

Vonovia SE est une société immobilière allemande cotée en bourse, l'un des plus grands propriétaires de logements résidentiels en Europe, gérant un vaste portefeuille d'appartements et de maisons principalement en Allemagne et en quelques autres pays européens.

L'Obligation émise par Vonovia AG ( Allemagne ) , en EUR, avec le code ISIN DE000A3E5FR9, paye un coupon de 0.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/03/2031

Base Prospectus dated 11 March 2021
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 SE.

Vonovia SE
(incorporated in Germany as a European Company (Societas Europaea))
EUR 30,000,000,000 Debt Issuance Programme
Under this base prospectus (together with any documents incorporated by reference herein, the "Base Prospectus"), Vonovia SE (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 per Note (together the "Notes"). 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 30,000,000,000 (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 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 and gives no undertakings as to the economic and financial
soundness of the transaction or the quality or solvency of the Issuer in line with the provisions of article 6(4) of the Luxembourg act relating
to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 16 July 2019 (the "Luxembourg Prospectus
Law"). 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 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
11 March 2022.
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 9 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 SE (the "Issuer", together with its consolidated subsidiaries, "Vonovia" or the "Group") with its registered office in
Bochum, Germany accepts 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.
The Issuer accepts responsibility for the content of the Base Prospectus also with respect to the subsequent resale or final
placement of the Notes by any financial intermediary which was given consent to use the Base Prospectus.
The Issuer 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 and any
Tranche of Notes is only available on the basis of the combination of the Base Prospectus, any supplement thereto 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 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, is
responsible for the information contained in this Base Prospectus or any supplement thereto, 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.
The Final Terms relating to any specific Tranche of Notes may provide that it will be the Issuer's intention to apply an amount
equivalent to the proceeds from an offer of those Notes specifically for projects and activities that promote social and
environmental purposes ("Eligible Green Projects"). Vonovia has established a framework for such issuances (the "Green
Bond Framework") which further specifies the eligibility criteria for such Eligible Green Projects. None of the Dealers, the
Arranger, any of its affiliates or any other person mentioned in the Base Prospectus makes any representation as to the
suitability of such Notes to fulfil environmental and sustainability criteria required by any prospective investors. The Dealers
and the Arranger have not undertaken, nor are responsible for, any assessment of the Green Bond Framework or the Eligible
Green Projects, any verification of whether the Eligible Green Projects meet the criteria set out in the Green Bond Framework
or the monitoring of the use of proceeds.
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, any supplement thereto 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 Arranger
and the Dealers to inform themselves about and to observe any such restriction.
The Notes 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".
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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 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.
The language of the Base Prospectus except for the form of terms and conditions of the Notes (the "Terms and Conditions")
is English. The binding language of the terms and conditions of each Series of Notes will be specified in the respective Final
Terms.
Some figures (including percentages) in the Base Prospectus have been rounded in accordance with commercial rounding.
The information on any website referred to in this Base Prospectus does 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.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR 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 the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") 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 UK MiFIR 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 UK MIFIR Product Governance
Rules.
PRIIPS REGULATION / EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA 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"). 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; or (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. Where such a Prohibition of Sales to EEA Retail Investors is included in the Final Terms, 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 has been prepared and therefore offering
or selling such Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
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UK PRIIPS REGULATION / UK RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to 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 United Kingdom ("UK"). For the purposes of this provision the expression "retail investor" means
a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU)
No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules
or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of
domestic law by virtue of the EUWA. Where such a Prohibition of Sales to UK Retail Investors is included in the Final Terms,
no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF
SINGAPORE (THE "SFA")
Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued under the Programme shall
be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018)
and Excluded Investment Products (as defined in the Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12:
Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
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 EURIBOR
(Euro Interbank Offered Rate) which is provided by the European Money Markets Institute (EMMI). As at the date of this
Base Prospectus, EMMI 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.
Forward-looking statements in this Base Prospectus are based on current estimates and assumptions that the Issuer makes to
the best of its 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
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sections of this Base Prospectus: "Risk Factors" and "Description of the Issuer 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.
ESG RATINGS
The Issuer's exposure to Environmental, Social and Governance ("ESG") risks and the related management arrangements
established to mitigate those risks has been assessed by several agencies, including EPRA, S&P Global, CDP, Sustainalytics,
MSCI and ISS-oekom, among others, through Environmental, Social and Governance ratings ("ESG ratings"). Please refer
to the section "Description of the Issuer and the Group - Sustainability" for further information.
ESG ratings may vary amongst ESG ratings agencies as the methodologies used to determine ESG ratings may differ.
The Issuer's ESG ratings are not necessarily indicative of its current or future operating or financial performance, or any future
ability to service the Notes and are only current as of the dates on which they were initially issued. Prospective investors must
determine for themselves the relevance of any such ESG ratings information contained in this Base Prospectus or elsewhere
in making an investment decision. Furthermore, ESG ratings shall not be deemed to be a recommendation by the Issuer, the
Dealers or any other person to buy, sell or hold the Notes. Currently, the providers of such ESG ratings are not subject to any
regulatory or other similar oversight in respect of their determination and award of ESG ratings. For more information
regarding the assessment methodologies used to determine ESG ratings, please refer to the relevant ratings agency's website
(which website does not form a part of, nor is incorporated by reference in, this Base Prospectus).

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TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................................................. 7
RISK FACTORS ....................................................................................................................................................................... 9
ISSUE PROCEDURES ........................................................................................................................................................... 27
TERMS AND CONDITIONS OF THE NOTES ..................................................................................................................... 29
FORM OF FINAL TERMS ................................................................................................................................................... 117
DESCRIPTION OF THE ISSUER AND THE GROUP ....................................................................................................... 140
USE OF PROCEEDS ............................................................................................................................................................ 155
TAXATION WARNING ...................................................................................................................................................... 156
SUBSCRIPTION AND SALE .............................................................................................................................................. 157
GENERAL INFORMATION ................................................................................................................................................ 161
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................................... 164
NAMES AND ADDRESSES ................................................................................................................................................ 166

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GENERAL DESCRIPTION OF THE PROGRAMME
General
Under the Programme, Vonovia SE, 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 Sociedad de Valores S.A., Deutsche Bank Aktiengesellschaft,
Morgan Stanley Europe SE, 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 (the "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 30,000,000,000 (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, in such form as agreed between the
Issuer, the relevant Dealer(s) and, if relevant for the Fiscal Agent, 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").
Notes will be issued in series (each a "Series") having one or more issue dates and on terms otherwise identical (or identical
other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all
other Notes of that Series. Each Series may be issued in tranches (each a "Tranche") on the same or different issue dates. The
specific terms of each Tranche (which will be completed, where necessary, with the relevant Terms and Conditions and, save
in respect of the issue date, issue price, first payment of interest and nominal amount of the Tranche, will be identical to the
terms of other Tranches of the same Series) will be completed in the final terms.
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 placement of such Notes. 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, and, if in any
currency other than euro, an amount in such other currency at least equivalent to EUR 1,000 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.
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 Tranche will be set out in the relevant Final Terms.
7

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 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 with
such notification. The Notes may be offered to the public in Luxembourg and, following notification, in Germany, The
Netherlands and in any such other additional host member state.
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" and/or "UK MiFIR
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 and/or
the FCA Handbook Product Intervention and Product Governance Sourcebook 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. The Luxembourg Stock Exchange's regulated market is a regulated market included on the list of regulated
markets published by ESMA for the purposes of MiFID II. However, Notes may be listed on any other stock exchange, subject
to the notification of the Base Prospectus in accordance with Art. 25 of the Prospectus Regulation, or may be unlisted as
specified in the relevant Final Terms.
8

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 the Issuer 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 the Issuer 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.
Words and expressions defined in the Terms and Conditions shall have the same meanings in this section.
RISK FACTORS RELATING TO THE ISSUER AND THE GROUP
The risk factors relating to the Issuer and the Group are presented in categories depending on their nature with the most
material risk factor presented first in each category:
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 630 cities and communities throughout the Federal Republic of
Germany ("Germany"), as well as in the Republic of Austria ("Austria"), 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.
Economic and demographic factors significantly impact demand for Vonovia's properties, the rents that Vonovia can achieve,
the payment patterns of Vonovia's tenants, the vacancy rate, the valuation of Vonovia's properties and other developments
significant to the business of Vonovia. Vonovia is thus dependent on economic developments in Germany, Sweden and Austria
and within regional sub-markets, which may vary significantly.
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.
In addition, due to its minority stakes in the Dutch residential platform Vesteda Residential Fund and in the French residential
portfolio Foncière Vesta, unfavourable economic developments in the Netherlands and France could also have a limital adverse
effect on Vonovia.
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
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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.
· 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.
· A delay in development, refurbishment and maintenance projects.
· 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.
· Restrictions in the range of services offered, for example due to mandatory "lock-down" and quarantine measures.
· Increased operational costs due to, inter alia, requirements on occupational health and safety.
· 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.
Macroeconomic developments, in particular rising interest rates, could impair the German, Swedish and Austrian property
market and the valuation of Vonovia's property portfolio.
The global financial and economic crisis and subsequent debt crisis increased uncertainty regarding future economic
developments, particularly in the Eurozone. Also, in the current economic environment various risks exist and new crises could
emerge that may cause economic and financial market disturbances. 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 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 "Privatize" portfolio segment.
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