Vonovia SE ($VNA)

Earnings Call Transcript · May 7, 2026

XTRA DE Real Estate Real Estate Management and Development Earnings Calls 45 min

Earnings Call Speaker Segments

Operator

Operator
#1

Ladies and gentlemen, welcome to the Vonovia SE Q1 2026 Results Analyst and Investor Call. I'm Moritz, the Chorus Call operator. [Operator Instructions] The conference is being recorded. [Operator Instructions] The conference must not be recorded for publication or broadcast. At this time, it's my pleasure to hand over to Rene. Please go ahead.

Rene Hoffmann

Executives
#2

Thank you, Moritz, and welcome, everybody, to our update call. The speakers today are Luka Mucic, our CEO; and Philip Grosse, our CFO. They will briefly present the main messages for today before we open up for Q&A where both will be very happy to take your questions. With that, over to you, Luka.

Luka Mucic

Executives
#3

Yes. Thank you very much, Rene, and hello, and welcome, everybody, from my side. Let me start with a brief summary of the main takeaways from the first quarter. We have had a good start with a strong performance in our core operations. Adjusted EBITDA grew 6.3% in our Rental segment to EUR 630 million, even though we had about 4,000 fewer units compared to the same time last year. This very positive development was underpinned by 4% organic rent growth, around 98% occupancy and more than 99% rent collection. Unsurprisingly, our largest segment was once again extremely robust and remains on its predictable long-term growth trajectory. In our Value-Add segment, we also delivered compelling growth with 30% more than last year for an EBITDA of EUR 50 million. This increase was mainly driven by a higher contribution from our Craftsmen organization as well as the continued growth in the energy business. We view this segment as a key differentiator vis-a-vis the broader peer universe. Now this clearly demonstrates our momentum, but we won't stop here. You may have seen the press releases where we entered 2 strategic partnerships for the mass production of our innovative heat pump tubes and the rollout of our serial modernization for a faster and more efficient energetic refurbishment of our assets. Both initiatives will further support our growth ambitions in the nonrental business. Looking at the market fundamentals, they remain supportive, and we are confident not only for the remainder of this year, but also with a view towards our 2028 growth and deleveraging objectives. Our Rental business remains a rock-solid foundation, and our nonrental activities will continue to accelerate their momentum. And with that, over to you, Philip, for a more detailed look at our results.

Philip Grosse

Executives
#4

Thanks, Luka, and also a very warm welcome from my side. As Luka covered already our Rental and Value-Add segments, let me turn directly to Recurring Sales, and I'm on Page 3. As you can see, we recorded a very high margin of 42% in first quarter in Recurring Sales. And while disposal volume was lower than the previous year, we still delivered a very comparable EBITDA contribution. What you need to bear in mind when you compare the volumes year-over-year is that last year, we had an unusually high number of transactions because of spillovers of signings, which we made in Q4 2024 that only closed in early 2025. And if I take the delta for the respective years, it's roughly 250 units and explains most of the differential between those numbers. In any case, Q1, as you will recall, is traditionally lighter in terms of volume, and we clearly anticipate a ramp-up as the year progresses. For 2026 as a whole, we are confident to grow our performance compared to last year. And as you know, we are targeting 000 to 3,500 units in volume overall for the entire year of 2026. Moving to the fourth segment, Development. Optics are not exactly pretty at a first glance, but you have to remember that of the EUR 75 million EBITDA for the entire year of 2026, EUR 53 million, and that is 70%, came in Q1, and that was because of the closing -- the very profitable closing of a large land sale. So last year was very, very Q1-heavy, whereas for 2026, again, we expect a progression as the year goes on. For the full year 2026, we are confident in our ability to deliver strong growth from the disposals of Development projects, plus also still opportunistic land sales later in the year. When we roll it all up to adjusted EBITDA total, we see 1.4% growth to EUR 712 million. Adjusted for the phasing effect related to Q1, I've just explained, adjusted EBITDA total grew by almost 10%. And I'm happy to echo what Luka said, we feel very much on track towards our 2026 guidance and our 2028 growth and deleveraging objectives. Moving on to adjusted EBT and adjusted shareholder earnings. Main driver between EBITDA and EBT, of course, are interest expenses, and they were around EUR 20 million higher in Q1. 2026. The reported adjusted EBT per share number is 7% below the prior year. But again, to allow for better comparability, EBT per share was up almost 4% when adjust for the Q1 2025 land sale. Adjusted shareholder earnings are different from adjusted EBT because of, as you know, 2 line items, taxes and minorities, on which we now provide full transparency also our outlook. Taxes were EUR 8 million lower in Q1 2026. And here you can see the link between lower sales volume and lower tax expenses. As we have discussed in our last call, minorities increased as expected because of Q1 2026 includes the JV that we set up with Deutsche Wohnen domination agreement, whereas last year did not include that. Similar to EBITDA and EBT reported numbers for adjusted shareholder earnings are a bit skewed in so far as the lighter EBITDA contribution from our sales-related segment distorts the underlying growth momentum overall. Here again, if you were to do the adjustment, you would come out at 3% growth year-on-year. Bottom line we are very happy with the start into this year. The growth momentum is clearly there and evident in Rental and Value-Add, as Luka explained. For Recurring Sales, Development, the phasing of last year versus this year might make it a bit harder to see. But here again, we are confident that as the year progresses, the growth in these 2 segments will become more evident as well. A quick word also on operating free cash flow. When you compare first quarter last year with this quarter, there are 2 key differences. One is lower Recurring Sales volume that made up about EUR 50 million less contribution from that. And the other is around EUR 200 million less working capital, which is related to our investments in future growth by ramping up the portfolio investments and the acquisition of our [ Managed to Green ] portfolio. We said it all along, this very nice piece of business will require an initial capital ramp-up. EPRA NTA in Q1 is traditionally less eventful in the absence of a portfolio valuation. That is why EPRA NTA per share was up only 60 basis points -- sorry, EUR 0.60 to -- no, 60 basis points, sorry, to EUR 46.57. We will as usual do a full revaluation of our portfolio with H1 numbers. And here, the positive development of fair values that we have observed during the last 18 months should also continue in H1 2026 as well. Finally, on the debt KPIs, here we saw equally a continued trend in the right direction. Net debt to EBITDA down 0.1 turns to 13.7x and LTV down 30 basis points, standing now at 45.1%. ICR declined by 0.1x, but is and will remain in absolutely safe territory. Next 4 pages are dedicated to our 4 segments. But since I already mentioned the main points, I will be quite brief and only add a few remarks regarding our Rental segment, and that is on Page 4. All operating KPIs are very much in line with what one would expect, and they highlight the rock-solid robustness of our largest segment. When you look at the rent growth, I wouldn't put too much emphasis from one year to the next when we talk about the general trajectory towards approximately 5% by 2028. First of all, the challenge with comparing one year to the next is that the Mietspiegel, the rent index are always every 2 years. So you're not comparing the same underlying asset base. Second, 20 or 30 basis points one way or the other is nothing that changes the general direction of travel. And our expectation is for that non-investment-driven rental growth that it sits between 2.5% and 3%, which is the case. In terms of growth trajectory, you need also to bear in mind that we call -- or what we call irrevocable rent increase claim, where the rent growth is already reliably in the pipeline but we have to wait for 3-year period to lapse before we can implement additional rental increases. This should always be seen in connection with the reported market rent growth. The Berlin rent index will be a good case point as we are still very much within those [ caps ] in Berlin. So whatever the outcome is going to be, we continue to expect some mid to higher single-digit growth. We will see rent growth from the rent index only in the subsequent years. I think I made that point also very clear previously. And finally, one key driver is investments. And here we are still in the phase of ramping up, so no surprise that this is progressing over time. And with that, Luka, back to you.

Luka Mucic

Executives
#5

Yes. Thank you, Philip. So let me just spend a few additional words on our deleveraging ambitions then. In our full year 2025 call and during the roadshow, we obviously had a lot of conversations around these more ambitious leverage targets that we unveiled at the full year and how we intend to get there. On Page 8 of our presentation, we have laid out the different drivers to hopefully create a better understanding. First, the organic value growth from rent growth will carry us part of the way. And we expect this to get us to around a 43% LTV by 2028. The remainder will then come from disposals that will probably be around the mid-single-digit billion amount and come from 4 sources: noncore, nonstrategic minority positions, opportunistic core disposals and Recurring Sales. As we said in Q4 2025, in this respect, really everything is on the table, and our decision-making will be guided by what is the most sustainable way to delever and not solely by what is the fastest solution. And since the LTV reduction will also be driven by an absolute debt reduction, so improvements not just in the denominator, but also a smaller numerator, the net debt to EBITDA will probably land quite a bit below the less than 12x that we target. Then the guidance on Page 9 is our last page actually before we go to Q&A. As you can see there, we are confirming both our guidance 2026 and our objectives 2028, really well on track against both. In some of our investor conversations and also, if I recall it well, on the last earnings call, the question has come up, how we can deliver growth and delever at the same time. But I think it is actually quite straightforward. When we talk about earnings growth, there are 2 levers to look at. First, EBT, where if we sell core properties, we will lose EBITDA, of course, but we will regain basically the same amount in terms of interest savings. Because when we retire debt with the disposal proceeds, we save around the 2% average cost that we pay today, plus another 2% that it would cost to refinance this debt at today's levels. So selling a 4% yield and paying debt down with it is basically a wash on the EBT level. And second, when it comes to EBITDA, on an EBITDA level, we see some EUR 200 million EBITDA growth run rate per year. And if you extrapolate that, we're very well underway towards the upper end of our 2028 objectives. So there is clearly some buffer for disposals. Plus I think it is fair to assume that for a good chunk of the assets that we sell, we will actually continue to manage them under our B2B offering, and so some EBITDA remains in our accounts even after the disposals. On top of that, not to forget that some of the nonrental initiatives are still in ramp-up, so their potential is not adequately reflected in the EUR 200 million EBITDA per year trajectory yet. And finally, the development towards an AI-first organization and the management on behalf of third parties outside of the sale of our own assets, both of which were not part of the original ambition, will bring additional EBITDA. So there is really a lot to play with and a lot to be excited about as we look to the future, and we couldn't be more confident. And with that, we're happy to take your questions.

Operator

Operator
#6

[Operator Instructions] And the first question comes from Jonathan Kownator from Goldman Sachs.

Jonathan Kownator

Analysts
#7

Two questions, if I may, please. The first question is on Development and Recurring Sales. What is the impact that you're seeing on Development from the lower construction costs? And for both indicators, do you have advanced indicators that can help us -- give us confidence essentially in the ramp-up of these activities throughout the year? That's the first question. And the second question, on the Value-Add business. Can you give us a bit more details on the energy business, obviously, in the current environment? Are you seeing improved pricing? Are you seeing improved volumes? How big is going to be that business by 2028?

Luka Mucic

Executives
#8

Yes. Perhaps I can take that. And if you want to add anything, Philip, please, by all means, do so. Development, I think you have to really segregate the results in the quarter and also what we expect for the full year between what we do in the ongoing operational business, which is characterized by the ramp-up of our new development projects, and then the additional impact from opportunistic land sales that Philip has already hinted at as well. If you think back a year ago where we had the EUR 52 million actually of Development segment results, that was all driven by one big land sale. The rest and the ongoing business did not deliver anything yet. Now we're already at EUR 13.6 million, yes, admittedly not yet enough in a given quarter to make up for the significant one-off effect, but you can clearly see that the work is ramping up again. And this effect will, of course, continue and that growth, as we work to close additional projects, bring units into the sale, will continue to build up. You have highlighted that we've worked hard on bringing down the construction costs. We are resorting more and more to serial means of construction. We see that already today we can deliver successful projects at a full cost of EUR 3,500 there. There would actually be even opportunities to go significantly below that if the municipalities play along with us and don't bring up exaggerated demands for additional architectural features and if we are able to stick to the standards. Now of course, going forward, the question is what will the war in Iran do to the evolution of cost inflation due to higher energy prices and so on. I think in the short term, we are kind of shielded from that to a good extent because in the serial construction work that we do, we operate with frame agreements that lock in a significant part of the cost. Whether that would continue, so to say, for the long run, if a stubbornly high cost environment would continue to be around, that, of course, would remain to be seen. But for now, we are operating actually in a relatively controlled environment due to that strategic shift towards serial construction. So we expect a supportive environment for the continued ramp-up of our activities in the full year. And then as Philip has noted, later in the year, we are also planning for additional land sales from the quite sizable land bank, as you know. And therefore, you should expect that the seasonality patterns this year will be very different from last year where we had essentially a Q1 and then kind of fading to a much lower contribution in the Development segment. If you want to look at it from the other side, Q1 actually produced already half of -- or more than half of the entire operational contribution from the Development segment that we had in the entire year 2025, and that shows the really underlying growth in the operational business. When it comes to the Value-Add business, I mean, as we are highlighting, we have strong growth in that segment, 30%. But you can see that actually this quarter, the external revenue contribution is significantly higher in terms of growth compared to the internal revenue contribution. Make no mistake, we also see great continued progress in our Craftsmen organization, and the ramp-up of EBITDA contributions there is quite impressive as well. But what you see in the external revenue growth, that is obviously driven by the energy business. So wherever we have, in particular, the ability to offer our green energy directly produced from the rooftops with our photovoltaic installations, then increasingly coupled in the future also by the continued rollout of our heat pump cubes, it's a very attractive offer because it provides price stability at an attractive price point. And we have the ability to steer our tenants to this offer at the moments that matter, for example, with tenant -- new tenants moving in. And what we see, therefore, is that at the moment, it's an offer that attracts a lot of interest for obvious reasons. And it will certainly be, in terms of our revenue contribution outside of the Craftsman organization, by far the biggest contributor to the growth that we expect until 2028. So if you think about the 9% to 12% that we want to have reached by 2028 as a relative contribution, a lot of that will actually come from the energy business.

Operator

Operator
#9

And the next question comes from Bart Gysens from Morgan Stanley.

Bart Gysens

Analysts
#10

Yes, I had a quick question on the revaluation guidance that you gave. So in the past, you've guided on revaluation, but a meaningful part of that revaluation was CapEx. So when you say that you've been given -- or that you believe that the trend for the last 18 months will continue into first half '26, first of all, is that including or excluding the effect of CapEx? And secondly, is that your conviction as a management team or have you already been explicitly guided on this by your external values?

Philip Grosse

Executives
#11

Yes, Bart. First, in our reporting going forward, you will always see both figures, including and excluding CapEx. My guidance was definitely referring to what expect in the net valuation result, so not accounting for the impact of valuation increases [ brought ] by CapEx. And here, as I said, we will see the trend continuing which we have seen over the past 18 months. And if I were to take a full year perspective, I would not contradict to what our appraisers are saying that they do expect something in between 2% to 4% net valuation gains. That's kind of a short summary on that point.

Bart Gysens

Analysts
#12

Great. And then my other question is on Slide 4, the expense and capitalized maintenance. Last year we saw a small increase in the capitalization rate over the year, right? I mean, I think you went -- you spent about EUR 24 a square meter, up from EUR 22, and 40% of that was capitalized, versus EUR 30 the year before. I appreciate numbers over quarter cannot always be extrapolated, right? But we've seen the increase -- I mean, it's small numbers in the first quarter, but should we expect a higher portion of capitalization again '26 on '25? Or how should we think about that?

Philip Grosse

Executives
#13

You will see most likely a slight increase in capitalized maintenance, and that is still the outcome of some backlog, so to speak. Because in the years of the crisis, we have been a bit more rigorous on keeping the cash in-house, but it's only a slight increase. You know differently, I mean, this is probably you doing the math for the operating free cash flow where that number is embedded. And here, not considering the ramp-up in the net working capital, we kind of expect overall also a flattish development.

Operator

Operator
#14

And the next question comes from Charles Boissier from UBS.

Charles Boissier

Analysts
#15

Two questions from my side. So going back to what you mentioned about Development, it sounds like you are very confident about 1 of the 2 drivers you mentioned, the sales of new build owner-occupied units. While I think understandably on the disposal of undeveloped land, it probably would be slightly less clear in the current environment in terms of the timing of those closings. So my question is, could you help us split these 2 drivers in terms of how much of the growth that you see in the Development EBITDA is from the land sales specifically?

Philip Grosse

Executives
#16

Yes. Just in very rough terms, because I don't think we can give you a precise number here, we would certainly, for this year, not count on an impact on the land sales side that would equal the land sale of last year. So while we expect the contribution, would be smaller and, hence, more impact would come from the ramp-up of our operational activities in terms of growth, not in terms of the absolute contribution.

Luka Mucic

Executives
#17

And Charles, let me just add one point here. When we talk about land sales, it's actually less the profitability we focus on because that obviously goes often to the disadvantage of future profitability. What we are focused on is releasing capital because we feel that the capital deployed in the Development space is still a bit too high.

Charles Boissier

Analysts
#18

Right. Very clear. And my second question is, so Luka, since joining, you have added about 200 employees, [ I calculated ]. And I just was wondering if you could talk about where you've been adding resources. I assume it's linked to some of the prior questions around the Development ramp-up and the Value-Add. But if you could just give us some insights into where you've been adding resources across the business.

Philip Grosse

Executives
#19

Yes. So I have certainly not hired incrementally in the CEO area. I can assure you of that. The ivory tower stays nimble. Where we have hired is really in the Value-Add business and in particular, in our Craftsmen and facility management organizations, because this is where every new FTE is straight away from day 1, adding additional EBITDA. This is where we have the tremendous growth that you have seen from the additional investments that we are bringing in. This is in facility management. We have also external clients to serve, and we're happy to say that these external clients also tend to expand their business with us over time. And that's where the growth is coming from in the central functions. There is actually no growth at all.

Operator

Operator
#20

And the next question comes from Valerie Jacob from Bernstein.

Valerie Jacob Guezi

Analysts
#21

I've just got a question about the comment you made of seeing no impact from the COVID in the Middle East on your business. One of your competitors this morning said they were seeing an impact on sales. So I just wanted to confirm in terms of your momentum in the Development business and in the Recurring Sales business, how is March compared to January and February in the number? I just wanted to confirm that you didn't see any slowdown there. And my second question was in terms of the higher step-up in the Recurring Sales business, do you think this is sustainable? Or is it just a one-off in Q1?

Luka Mucic

Executives
#22

Valerie, I go with that. I mean first of all, on the Development space, what we typically do before we start a Development project is that we secure the cost base, which is why for our running projects, we are not really facing any headwinds. That having said, more broadly, we see increase in construction prices. So for everything, which is starting since the crisis in Middle East, we need to focus more on projects where we can earn the respective yields based on higher rent levels. So it's kind of specific markets in which we are forced into. Our confidence -- yes, Valerie.

Valerie Jacob Guezi

Analysts
#23

I think I was more talking about the purchasing decision of the customer rather than the cost.

Luka Mucic

Executives
#24

The purchasing decision is a function of yield requirements. And here we continue to see 4%, 4.5%, with a very strong bias towards individuals, which take kind of a slightly different approach. The market for global access is a bit more challenging because it's more relying on higher portion of financing. And to be clear, on the financing side, even long term, we do see some impact on the Middle East crisis. We have seen elevated swap levels, roughly 40 basis points since the outbreak of the crisis. Spread levels remained more or less stable. But here for 10-year tenure, we are facing kind of 4.4% currently, and that is having an impact on that market.

Philip Grosse

Executives
#25

Yes. And perhaps just to add on your question around the step-up, because I think that's -- you have not covered that.

Luka Mucic

Executives
#26

Yes, on the step-up, we have seen very little activity actually in Germany, but that's kind of the seasonal pattern, not untypical, which is why the step-up is also a bit impacted by the higher -- the proportionate higher contribution of Austria, which is, as you know, going along with step-ups more in the region of 70%. So for the entire year of 2026, it remains with the guidance that we are targeting a step-up of 30% plus.

Philip Grosse

Executives
#27

Sorry, just to conclude quickly on your March pattern question. We have not really seen a different pattern in March compared to January and February. I think the key feature in the quarter was just that we had a lower spillover of end-of-year transactions into the new year in '26 compared to '25, and that drove the differential and not kind of a meltdown in March, not at all.

Operator

Operator
#28

And the next question comes from Thomas Rothaeusler from Deutsche Bank.

Thomas Rothaeusler

Analysts
#29

Two questions. The first one is on Berlin and the increasing noise on the expropriation topic. Basically, I would say, ahead of the election in September. Just wondering if you could share your thoughts on this. I mean, do you see a risk that this might really become effective law at some point?

Philip Grosse

Executives
#30

Yes. Well, I can give you my thoughts. I actually expressed them already in different forums with the media. What we can absolutely expect is that the noise level will undoubtedly go up in the coming months. As you know, the left party is campaigning on it, underneath it. There is a civil campaign that is also very loudly campaigning for this and advocating for it. Behind that is a problem that we take very seriously, and that is the shortage of available supply in the Berlin market plus some dysfunctional features in the market such as, for example, illegal subletting and other aspects that make this market very challenging. And we try to be part of the solution there, both with a very cost-conscious offer that we have in place. Actually if you have looked into the details, our Berlin average rent sits in the quarter at EUR 823. Our average across Germany is EUR 826. So we are clearly not part of the problem or part of the solution there. Plus we are also engaged in new development projects that are ongoing in the city of Berlin. Do we believe that this will ever become effective law? Absolutely not, because we would consider what is currently proposed as evidently unconstitutional. So it would not meet the test of any challenge against that. Might there be an attempt? Nevertheless, this is too early to call because it depends also a little bit on the political constellation there. But in any event, it's not going to be part of the solution. And of course, in all available forums, we and many others actually, trade associations, industry representatives are making that point. And I'm actually counting on this coming through loud and clear as well. What this city and what the entire country actually needs is affordable new housing construction. And if you take away the very economic substance for making this viable endeavor, then you're only going to aggravate the issue and not going to improve anything. And that is ultimately also why something like this will not become an effective, valid law because it fails to attack the reason for its existence from the get-go.

Thomas Rothaeusler

Analysts
#31

My second question is on rental growth. I mean, recent market data suggests somewhat slower momentum recently. But could this put your long-term organic rent growth at risk?

Luka Mucic

Executives
#32

The clear answer is no. What you're referring to, Thomas, is that we see in some markets a slowdown in market rents. And as a reminder, market rents really driven by gray market activity being on average twice as high as our in-place rents in very tight markets like Berlin, even 150% higher than our current in-place rents. So the visibility and outlook we gave on the noninvestment-driven rental growth of 2.5% to 3% remains -- and here, also keep in mind that already as of today, roughly 3% of irrevocable rent increase is sitting on each apartment on average. So if we were to be allowed to monetize that instantly because there's no rent cap legislation, our guidance would not be 4.2%, but more like 7% plus. So very, very confident long-term visibility on that. And the other element, as you know, is investment driven, and that is a function of our investment program. So also very confident on that end.

Philip Grosse

Executives
#33

If I may, just to complement this, you have also a detailed chart in the back part of the presentation that actually shows very clearly how large our opportunity is because of the significant gap of in-place rent towards reletting rent in particular, after the modernization and refurbishment of apartments. This ranges actually anywhere from above 50% to more than 30% and shows you how far apart we are between our in-place rent and where the Mietspiegel and then the 10% above Mietspiegel, and then the additional modernization charges are. And that gives us obviously an abundance in terms of room to grow into over the coming many years. And that is totally independent from any short-term fluctuations on rents offered in the market.

Operator

Operator
#34

And the next question comes from Andrew MacCreath from Green Street.

Andrew McCreath

Analysts
#35

Two questions from my side, please. Firstly, just coming back to Development, and an extension, I guess, to Charles' question. You've guided to opportunistic land sales weighted to the back end of the year. But as you ramp up to your 2028 Development EBITDA target, how should we think about land sales as a recurring feature of the P&L going forward beyond there? Or will these just start to taper off? That is the first question.

Luka Mucic

Executives
#36

Yes. Look, as Philip has said, we are still looking at the size of our land bank as something that we want to trim down a bit. Less in terms of a means to push short-term EBITDA realization, but more in terms of releasing some of the capital that is currently tied up in the total land bank, which is actually around EUR 3.5 billion, as we will not, in the foreseeable future, put all of that to bear as part of ongoing Development projects. So you should expect also in the future that some land sales may occur. Having said that, in terms of the buildup of our Development business, you've seen year-over-year now that we went from 0 to the EUR 13.5 million in Q1 in terms of the underlying contribution. That will continue to ramp up, of course. And hence, you should actually think about that trajectory as the main source of growth in EBITDA. And the land bank sales is more something that we do primarily from a capital release perspective. And it may then, depending on where the values fit, result in additional EBITDA contributions. But that's not the starting point of how we look at land bank opportunities.

Andrew McCreath

Analysts
#37

That's clear. And then my second question was on the Apollo call option. As I understand it, the window opens in May 2028. Can you maybe share your current thinking and give us a sense of where the strike sits today alongside annual cash distribution to Apollo? That would help us understand the trade-off between the impact to adjusted shareholder earnings and then also your deleveraging target.

Luka Mucic

Executives
#38

A lot of questions in one. So first of all, we have 2 relevant Apollo transactions, one in spring, one later this year. We have, for the first time in 2028, as you rightly pointed out, the opportunity to call it. As a reminder, these are transactions which are based on a fixed IRR level, which is essentially capped around 8%, whereby the dividend is disproportionate to the equity share and is obviously counting towards that IRR threshold. And that means that the implied cost of equity financially is increasing over time and our incentive to call it back increases equally. Now in 2028, it will be a very rational decision we are going to take in that we compare the opportunity cost of refinancing that minority stake. That is a function of our capital structure and how we -- how much progress we have made, whether we can refinance the equity with debt. If that is not the case, it's the cost of equity comparison. And if that should not be favorable, we have the optionality to hold on to the stake and that possibility to call the stakes back we have on a yearly basis thereon. Now what is the impact? The impact is that, yes, it's kind of depending on how you refinance that. I mean for sure, you reduce complexity because you reduce the share of minorities. That in itself is a value and will be considered when making that decision. And the remainder is really a function of how that is going to be refinanced. At what terms? Is it equity? Is it debt? So it's either the share count, which increases for refinancing that equity or it's more interest expenses. But that really depends on the circumstances in 2028.

Operator

Operator
#39

Ladies and gentlemen, this was the last question. I would now like to turn the conference back over to Rene for any closing remarks.

Rene Hoffmann

Executives
#40

Thank you, Moritz, and thanks, everybody, for dialing in and joining this call. As always, if you got any follow-ups, you know where to find me and the team. Please do feel free to ask. Luka, Philip and I will be on the road quite a bit now, and we're looking forward to connecting with you in the days and weeks ahead. That concludes today's call. As always, stay safe, happy and healthy. Bye-bye.

Operator

Operator
#41

Ladies and gentlemen, the conference has now concluded, and you may disconnect. Thank you for joining.

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