Vonovia (VNA) Corporate Governance Roadshow 2025 Presentation summary

Governance progress and priorities

• Strengthened Supervisory Board with modern, internationally benchmarked governance and expanded committee roles, especially in strategy, finance, and sustainability.

• Institutionalized structured succession planning for both Supervisory and Management Boards, including assessments and development plans.

• Enhanced permanent education program and revised competence grid for board members.

• Comprehensive review and redesign of management remuneration system, aligning with core KPIs and stakeholder priorities.

• 2025 priorities include finalizing new remuneration system, supporting strategic growth initiatives, and proposing two new Supervisory Board members.

Management remuneration system

• Introduced pay-for-performance with ambitious targets, replacing Adjusted EBT with Operating Free Cash Flow per share in LTI.

• Increased focus on ESG by integrating Customer Satisfaction Index into STI and enhancing transparency of sustainability KPIs.

• Shifted pension substitute to 30% of base salary and aligned structure with market trends.

• Implemented malus for exceeding debt figures and recalibrated achievement curves for all KPIs.

• All legacy pension commitments to be terminated and contracts updated to reflect new system by Jan 2025.

Supervisory Board structure and effectiveness

• Board consists of 10 independent members with diverse skills, balanced age, and tenure; no employee representatives.

• Staggered board with two successions proposed for AGM 2025, ensuring continuity and renewal.

• Rigorous selection, nomination, and onboarding process emphasizes integrity, diversity, and relevant experience.

• Annual effectiveness reviews benchmarked to international best practice, with significant improvements noted.

• High attendance ratios across all board and committee meetings.