Commentary & Deal Flow

Guidance: 5yr: MS+90a +/-2 wpir (Books >€2.7bn) 8.5yr: MS+125a +/-2 wpir (Books >€2bn) 12yr: MS+150a +/-2 wpir (Books >€1.5bn) - Combined books in excess of €6.2bn

IPTs: 5yr: MS+120a 8.5yr: MS+155a 12yr: MS+175/180bp

• Issuer: Vonovia SE (Ticker: ANNGR; Country: DE)
• Issuer LEI: 5299005A2ZEP6AP7KM81
• Issuer Ratings: Baa1/BBB+/BBB+/A- (Moody's/S&P/Fitch/Scope) (all stable)
• Expected Issue Ratings: Baa1/BBB+/BBB+/A- (Moody's/S&P/Fitch/Scope)
• Ranking: Senior, Unsecured
• Format: Reg S Bearer Notes TEFRA D
• Settlement: 06-Jul-26 (T+5)
• Size:
• • 5yr: Social € Benchmark
  • 8.5yr: Green € Benchmark
  • 12yr: €500m (expected)
• Total Size: Max €2bn
• Maturity:
• • 5yr: 06-Jul-31
  • 8.5yr: 06-Jan-35
  • 12yr: 06-Jul-38
• Coupon: Fixed (Annual, Act/Act ICMA)
• Par Call:
• • 5yr: 3m Par Call
  • 8.5yr: 3m Par Call
  • 12yr: 3m Par Call
• UoP:
• • 5yr (Social): The Issuer will use an amount equal to the net proceeds from this issuance of the Notes to finance and/or re-finance, in whole or in part, new or existing Eligible Social Assets in line with the Sustainable Finance Framework established by the Group. The net proceeds from this issuance of Notes will be used for general corporate and (re-)financing purposes of the Group, including for the concurrently announced tender offers
  • 8.5yr (Green): The Issuer will use an amount equal to the net proceeds from this issuance of the Notes to finance and/or re-finance, in whole or in part, new or existing Eligible Green Assets in line with the Sustainable Finance Framework established by the Group. The net proceeds from this issuance of Notes will be used for general corporate and (re-)financing purposes of the Group, including for the concurrently announced tender offers
  • 12yr: The net proceeds from this issuance of Notes will be used for general corporate and (re-)financing purposes of the Group, including for the concurrently announced tender offers
• Documentation: DIP / Lux. Listing (regulated market) / German Law / Tax Call / CoC / MWC / Clean-up Call (80%)
• Denomination: €100,000 x €100,000
• Covenants: Limitations on Incurrence of Debt: 1) Total Debt / Total Assets ≤ 60% 2) Secured Debt / Total Assets ≤ 45% Maintenance of Consolidated Coverage Ratio and Total Unencumbered Assets: 3) Interest Coverage Ratio (LTM Adjusted EBITDA to LTM Net Cash Interest) ≥ 1.8x 4) Total Unencumbered Assets / Unsecured Debt ≥ 125%
• Selling Restrictions: As set out in the issuer’s €40bn Debt Issuance Programme dated 23-Mar-26 and supplemented on 08-May-26 and 25-Jun-26 (the “Base Prospectus”)
• EU MiFID II / UK MiFIR Target Market: Eligible counterparties and professional clients only (EU MiFID and UK MiFIR Product Governance) - all distribution channels. No EEA PRIIPs KID or UK CCI disclosure document required by the FCA Product Disclosure Sourcebook (DISC) as not available to retail investors in the UK or the EEA or elsewhere
• Joint Active Bookrunners: BNP Paribas, ING, J.P. Morgan (B&D), UBS Investment Bank
• Clearing: Euroclear / Clearstream, Luxembourg
• Advertisement: The Base Prospectus is available at https://www.luxse.com/issuer/Vonovia/70372 and the final terms relating to the Notes, when published, will be available on the website of the Luxembourg Stock Exchange (https://www.luxse.com/). This communication is an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus.
• Books Subject: 12:40 UKT / 13:40 CET
• Timing: Books open, today's business