TLG S TENDER OFFER FOR WCM: BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM

Transcription

1 MAY 207 TLG IMMOBILIEN AG TLG S TENDER OFFER FOR WCM: BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM

2 DISCLAIMER This presentation is for information purposes only and neither constitutes an offer to purchase or exchange nor an invitation to sell or to make an offer to exchange, securities of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft ( WCM ) or TLG IMMOBILIEN AG ( TLG IMMOBILIEN ). The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document once its publication will have been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). TLG IMMOBILIEN reserves the right to deviate in the final terms and conditions of the public takeover offer from the basic information described herein. Investors and holders of securities of WCM are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, as they contain or will contain important information. The offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)). The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany. Thus, no other announcements, registrations, admissions or approvals of the offer outside of Federal Republic of Germany have been filed, arranged for or granted. Holders of securities of WCM cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the Federal Republic of Germany. No U.S. federal or state securities commission or regulatory authority has approved or disapproved of the transaction or passed upon the adequacy or accuracy of the information in the offer related documents. Any representation to the contrary is a criminal offence in the United States of America ( United States ). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by any competent regulatory authority, a takeover offer is not being made directly or indirectly, in any jurisdiction where to do so would constitute a violation of the national laws of such jurisdiction. The takeover offer will result in the acquisition of securities of a Germany company and is subject to German disclosure requirements, which differ from those of the United States. The financial information included or referred to in the offer documents has been prepared in accordance with non-u.s. accounting standards and, accordingly, may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The takeover offer will be made in the United States pursuant an exemption from the U.S. tender offer rules provided by Rule 4d-(c) under the U.S. Securities Exchange Act of 934, as amended (the U.S. Securities Exchange Act ), and the issuance of shares in the takeover offer will be pursuant to an exemption from registration provided by Rule 802 under the U.S. Securities Act of 933, as amended (the U.S. Securities Act ), and the takeover offer will otherwise be made in accordance with the applicable regulatory requirements in Germany. Accordingly, the takeover offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law. It may be difficult for U.S. holders of shares to enforce their rights and any claims arising under the U.S. federal securities laws, since TLG IMMOBILIEN and WCM are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. U.S. holders of shares may not be able to sue a non-u.s. company or its officers or directors in a non-u.s. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-u.s. company and its affiliates to subject themselves to a U.S. court s judgment. To the extent permissible under applicable law or regulation, and in accordance with German market practice, TLG IMMOBILIEN or its brokers may purchase, or conclude agreements to purchase, securities in WCM, directly or indirectly, outside the takeover offer, before, during or after the period in which the offer remains open for acceptance. The same applies to other securities which are directly convertible into, exchangeable for, or exercisable for securities in WCM. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction. To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words expect, believe, estimate, intend, aim, assume or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of TLG IMMOBILIEN and the persons acting in conjunction with TLG IMMOBILIEN, for example with regard to the potential consequences of the takeover offer for WCM, for those shareholders of WCM who choose not to accept the takeover offer or for future financial results of WCM. Such forward-looking statements are based on current plans, estimates and forecasts which TLG IMMOBILIEN and the persons acting in conjunction with TLG IMMOBILIEN have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting in conjunction with TLG IMMOBILIEN. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. 2

3 AGENDA Key offer terms and transaction summary Building the leading German commercial real estate platform Q 207 update Appendix 3

4 KEY OFFER TERMS AND TRANSACTION SUMMARY 0

5 KEY OFFER TERMS AND TRANSACTION SUMMARY MAY 207 TRANSACTION SUMMARY 50% TENDER AGREEMENTS FROM WCM SHAREHOLDERS IN PLACE Financial terms All-share offer for 00% of the share capital of WCM Beteiligungs- und Grundbesitz-AG ( WCM ) (the "Offer") new TLG share from authorised capital offered for 5.75 WCM shares (4:23) This implies an offer price of EUR 3.36 per WCM share based on the TLG closing price prior to the day of the announcement of the offer, a premium of 4.6% to WCM s closing price prior to the day of the announcement of the offer and a premium of 7.8% to WCM s current pro-forma EPRA NAV Full support from key shareholders Approximately 50.0% tender agreements on a fully diluted basis (including Mandatory Convertible and employee stock options 2 ) from WCM shareholders in place (DIC Asset Group, member of the supervisory board of WCM Karl Ehlerding, CEO of WCM Mr. Stavros Efremidis, as well as other shareholders) WCM management and key WCM shareholders have agreed to a 3 months lock-up on the TLG shares received as part of the Offer Full support from WCM management and supervisory board Business combination agreement Offer supported by the management and supervisory boards of WCM and business combination agreement concluded with TLG Joint headquarters of the combined company will remain in Berlin Business processes of TLG will be applied across the combined platform, thereby realising considerable synergies Transaction will not result in any material real estate transfer tax, if any Preservation of WCM corporate income tax loss carry-forwards of approx. EUR m Expected transaction timeline Announcement of intention to launch public offer: May 0, 207 Offer period: June 28, 207 September 6, 207 Additional acceptance period: September 4, 207 September 27, 207 Expected closing: October 207 As per WCM press release on November 206; 2 Employee Stock options contain 880,000 shares with a cash settlement option 5

6 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM 02

7 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM MAY 207 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM EUR 3 bn pan-german commercial portfolio centered in and around strong locations Commercial real estate expert combining yield and value growth potential Stable joint platform and proven business concept enables nationwide and flexible growth Enhanced scale of the platform and cost synergy potential Strengthen existing portfolio locations in Berlin, Dresden, Leipzig and Frankfurt/Main Expand exposure to other West German economic growth areas Balanced exposure across asset classes: 45% office, 44% retail and 9% hotels Attractive combination of 6.7% GRI in-place yield and value growth potential Sector leading WALT of 6.6 years and 3.5% vacancy Expand proven TLG portfolio management and acquisition approach across Germany Broad local network and expertise along the full value chain Aspire to double the platform by continuing successful acquisition track record Run-rate cost synergies of approximately EUR 5 m p.a. on fully phased-in basis Transaction implies attractive acquisition FFO yield of 6.8% incl. run-rate synergies Enhanced capital markets visibility and share liquidity 5 Strong balance sheet with balanced maturity profile Net LTV pro-forma for transaction below 45% target level Efficient financing with average interest rate of 2.3% Balanced maturity profile with average debt maturity of 5.9 years Based on 3 March 207 for TLG and 3 December 206 for WCM, adjusted for acquisitions in Q 207 7

8 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM MAY 207 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM Key KPIs of the combined portfolio Portfolio Market Cap. / FFO as of Q 207 as of FY 206 Combined weighted average 2 # Properties GAV (EUR m) 2, ,03.4 Annualised in-place rent (EUR m) Portfolio yield 7.0% 6.0% 6.7% EPRA vacancy rate 3.3% 4.3% 3.5% WALT (years) Market Cap. (EUR m) 3, ,856 FFO 207E guidance (EUR m) Financing Net-LTV 38% 59% 5 43% Ø Interest rate 2.4% 2.0% 2.3% 7 Ø Debt maturity (years) Pro-forma for acquisitions in Q 207; 2 Weighted average based on portfolio value; 3 As of 9 May 207; 4 Annualised FFO of EUR 26.5 m including recent acquisitions; 5 Based on net debt as of 3 December 206 and including new bank loans of EUR 3.4 m as well as EUR.6 m cash consumption resulting from the acquisition of the MIA I and MIA II portfolios (rights and liabilities were transferred in Q 207); 6 As of 3 December 206; 7 Weighted average based on WCM gross debt adjusted for acquisitions Source: Thomson Reuters as of 9 May 207; WCM FY 206 financial report and May 207 company presentation 8

9 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM MAY 207 PAN-GERMAN PORTFOLIO CENTERED IN AND AROUND STRONG GROWTH LOCATIONS Strengthening existing locations Expanding into new and strong markets Combination of complementary portfolio by GAV (%) as of Q 207 as of FY 206 Duesseldorf Presence in and around growth locations TLG WCM Frankfurt Hamburg Hanover Stuttgart Rostock Leipzig /Halle Berlin Dresden Portfolio core cities/areas Rostock 8% Further portfolio cities/areas with growth potential Other Locations 6% Frankfurt / Main 2 7% Leipzig / Halle 8% + EUR 2.2 bn Dresden 5% Other Locations 24% Rostock 6% Leipzig/ Halle 8% Berlin 2 46% Dresden 2% + = EUR 3.0 bn Other Locations 48% Berlin 2 36% Frankfurt/ Main 2 4% EUR 0.8 bn Berlin 2 8% Dresden 5% Leipzig / Halle 5% Frankfurt/ Main 2 34% 76% of GAV located in Berlin, Frankfurt/Main, Dresden, Leipzig/Halle, and Rostock Pro-forma for acquisitions in Q 207; 2 Including adjacent locations of immediate vicinity Source: WCM FY 206 financial report and May 207 company presentation 9

10 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM MAY 207 PAN-GERMAN PORTFOLIO MAJOR PORTFOLIO SPOTS SHOW STRONG PERFORMANCE OF MACRO NUMBERS Population growth (%, p.a.) Employment trend 207E (%) GDP per capita growth (%, p.a.) Berlin Dresden Leipzig Rostock Frankfurt / Main Stuttgart Duesseldorf Hanover Portfolio core cities/areas Further portfolio cities/areas with growth potential Rostock based on ; 2 Rostock based on , due to lack of official data Source: German statistical offices 0

11 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM MAY COMMERCIAL REAL ESTATE EXPERT JOINT PORTFOLIO MAINTAINS HIGH QUALITY AND SUPERIOR RISK BALANCE Asset class mix maintained by GAV (%) as of Q 207 as of FY 206 Attractive composition of private industry leaders and top rated public tenants Annualised in-place rent 2 Retail 40% EUR 2.2 bn Hotel 2% Other 3% + Retail 56% EUR 0.8 bn Tenant EUR m % of total WALT (years) % % % % 3.9 Office 45% Retail 44% = Office 44% % % % % EUR 3.0 bn Hotel 9% Other 2% Federal State Hesse % % 22.5 Top-0 tenants % 8.8 Office 45% All tenants % 6.6 Pro-forma for acquisitions in Q 207; 2 TLG based on Q 207, WCM based on FY 206 pro-forma for acquisitions in Q 207 Source: WCM FY 206 financial report and May 207 company presentation

12 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM MAY COMMERCIAL REAL ESTATE EXPERT KPI S UNDERPIN ATTRACTIVE TRIANGLE OF YIELD, SECURED CASH-FLOWS AND FURTHER RETURN POTENTIAL WALT (years) Office Retail EPRA vacancy rate (%) Office Retail Annualised in-place rental yield (%) Office TLG WCM Retail TLG based on Q 207; WCM based on FY 206 pro-forma for acquisitions in Q 207 Source: WCM FY 206 financial report and May 207 company presentation 2

13 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM MAY WCM PORTFOLIO IMPRESSIONS NEW ASSETS REPRESENT EXCELLENT SUPPLEMENT TO THE EXISTING PLATFORM TOP 6 ASSETS 45% OF WCM PORTFOLIO Zum Laurenburger Hof 76 Asset type Office Location Frankfurt Market value (EURm) 4.0 EPRA vacancy (%) 0.8 WALT (years) 7.5 In-place yield (%) 4.3 Helfmann-Park 8-0 Asset type Office Location Eschborn Market value (EURm) 52.5 EPRA vacancy (%) 0.0 WALT (years) 3.9 In-place yield (%) 6.2 Bleichstrasse Asset type Office Location Frankfurt Market value (EURm) 49.3 EPRA vacancy (%) 7. WALT (years) 5.5 In-place yield (%) 4.8 Dircksenstrasse Asset type Office Location Berlin Market value (EURm) 40.3 EPRA vacancy (%) 0.0 WALT (years) 5.2 In-place yield (%) 3.8 Hebbelstrasse 4B Asset type Retail Location Straubing Market value (EURm) 55.5 EPRA vacancy (%) 2. WALT (years) 5. In-place yield (%) 6.4 Dr. Adolf Schneider Strasse 20 Asset type Retail Location Ellwangen Market value (EURm) 50.5 EPRA vacancy (%) 0.4 WALT (years) 5. In-place yield (%) 6.6 Source: WCM FY 206 financial report 3

14 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM MAY PLATFORM FOR SUBSTANTIAL FURTHER GROWTH ACROSS GERMANY German-wide platform with local presence Rostock Berlin Roll-out of established business model Expand proven TLG track record of select value enhancing acquisitions and asset recycling Integration of WCM platform leads to increased local coverage and expertise across Western Germany Strengthen regional presence in Rhein-Main growth area by taking over WCM's established office in Frankfurt Leipzig Dresden Strong joint acquisition track record EUR 75 m EUR 796 m Frankfurt TLG acquisitions ( ) WCM acquistions ( ) Commercial real estate transaction volume in West Germany (EUR bn) Commercial real estate transaction volume in East Germany (EUR bn) Substantial joint acquisition pipeline Covering office, retail and hotel assets TLG office WCM office Attractive locations across Germany Exclusivity on several opportunities Source: Savills 4

15 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM MAY CONSIDERABLE SYNERGY POTENTIAL ESTIMATED RUN-RATE SYNERGIES OF APPROXIMATELY EUR 5 M Revenue potential Cost synergies Additional acquisition capacity Incremental acquisition Future acquisitions facilitated by usage of existing corporate tax loss carry-forwards Personnel IT/ Other Expected cost savings from lower administration costs upon full integration Improved and more efficient operating systems across the portfolio Total operational cost synergies of approximately EUR 5 m on run-rate basis Increased scale allows to increase financing flexibility and efficiency in medium-term 5

16 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM MAY ATTRACTIVE ACQUISITION FFO YIELD OF ~6.8% INCLUDING RUN-RATE SYNERGIES Run-rate FFO including full synergies in EUR m Acquisition FFO yield of ~6.8% 26 5 Before any further acquisition potential 5 7 Key assumptions Run-rate cost synergies of approximately EUR 5 m Tax neutral structure; no significant RETT cost expected Accelerated future acquisitions in Western Germany as further upside potential Combination to ensure preservation of part of WCM corporate tax loss carryforwards; to be used by combined entity going forward Neutral on EPRA NAV basis TLG current FFO 207 guidance WCM current annualised FFO guidance (annualised incl. recent acquisitions) Cost synergies (run-rate) Combined FFO pro-forma (annualised, run-rate) 2 3 On the basis of WCM's current annualised FFO guidance including run-rate synergies and implied offer value for WCM of EUR 3.36 per share based on the TLG closing price per 9 May 207; 2 Pre transaction costs and assuming 00% acceptance; 3 PF FFO 207 of EUR 07-0 m before any synergy effects Source: WCM FY 206 results presentation and financial report 6

17 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM MAY ENHANCED SCALE AND INCREASED VISIBILITY Listed German players by GAV in EUR bn German quality commercial real estate companies by market cap. in EUR bn Significant increase in market cap Source: Company information; Thomson Reuters as of 09 May 207 7

18 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM MAY STRONG BALANCE SHEET WITH MATCHING MATURITY PROFILE Balanced maturity profile in EUR m 43 Efficient financing structure and target Net LTV of below 45% as of Q 207 as of FY Combined weighted average (EUR m) Ø Interest rate 2.4% 2.0% 2.3% 3 Ø Debt maturity (years) Net LTV 38% 59% 4 43% TLG WCM As of 3 March 207 for TLG, as of 3 December 206 for WCM; 2 Pro-forma for acquisitions in Q 207; 3 Weighted average based on WCM gross debt as of 3 December Based on net debt as of 3 December 206 and including new bank loans of EUR 3.4 m as well as EUR.6 m cash consumption resulting from the acquisition of the MIA I and MIA II portfolios (rights and liabilities were transferred in Q 207) Source: WCM FY 206 financial report and May 207 company presentation 8

19 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM MAY 207 TRANSACTION SUMMARY STRATEGIC ACQUISITION TO BUILD PAN-GERMAN PLATFORM Quality & Size EUR 3 bn pan-german commercial portfolio Platform maintains high quality and flexibility for further growth Strengthening of existing portfolio key locations in Berlin, Dresden, Leipzig and Frankfurt/Main Diversification Geographic expansion into West Germany, focused on growth cities/areas Balanced exposure across strategic asset classes Enlarged and further diversified tenant base reduces rental risk profile FFO Transaction FFO neutral in the short-term Further FFO upside from acquisitions and utilization of corporate tax loss carry-forwards in the medium-term Financing Net LTV pro-forma below TLG's target level of max. 45% Efficient financing with low average interest rate and balanced maturity profile NAV Neutral on EPRA NAV basis Tax neutral structure; no significant RETT cost expected 9

20 BUILDING THE LEADING GERMAN COMMERCIAL REAL ESTATE PLATFORM MAY 207 TIMETABLE WITH KEY OFFER MILESTONES 0 May 207 Announcement of transaction 27 June 207 Expected approval of Tender Offer document by BaFin, followed by start of -week acceptance period 05 July 207 Expected publication of the statement of the Management and Supervisory Board of WCM in support of the offer 05 October 207 Expected publication of final results of Tender Offer October 207 Expected settlement of Tender Offer 28 June September, June 207 Offer period Expected submission of Tender Offer document to BaFin 4 September 27 September, 207 Additional acceptance period 3 September 207 Expected publication of the Tender Offer results and start of 2-week additional acceptance period Source: Company information 20

21 Q 207 UPDATE 03

22 Q 207 RESULTS MAY 207 KEY HIGHLIGHTS Q 207 Portfolio and Operations TLG IMMOBILIEN remains on the growth path; 20.7% increase in rental income to EUR 39.2 m in Q 207 compared to Q 206 Driven by further portfolio expansion and improved cost structure, FFO increased by 23.3% from EUR 7. m to EUR 2. m in Q 207 Approx. 3% lfl-rental-growth on y-o-y basis Lfl-portfolio vacancy at record low of 2.4% Balance Sheet Increase in EPRA NAV by 0.7% to EUR,38.5 m compared to EPRA NAV as of 3-Dec-206 influenced by capital increase and strong operating performance Change in leverage structure with Net LTV of 37.5% driven by successful capital increase in January 207 with gross proceeds of EUR 6 m Growth TLG IMMOBILIEN continues to execute on its communicated growth strategy Acquisition of one retail property with total investment volume of approx. EUR 3.3 m in May 207 Current attractive pipeline provides basis for additional acquisitions during the further course of the year 22

23 Q 207 RESULTS MAY 207 TLG IMMOBILIEN PORTFOLIO AS OF 3 MARCH 207 PORTFOLIO MAINTAINS ATTRACTIVE METRICS ACROSS ITS ASSET CLASSES OFFICE BERLIN KEY INDICATORS OFFICE RETAIL HOTEL OTHER TOTAL 3-MAR-7 TOTAL 3-DEC-6 CHANGE Property value (EUR m), , , % Properties (number) units Annualised in-place rent (EUR m) % In-place rental yield (%) p.p. EPRA vacancy rate (%) p.p. WALT (years) yrs In line with values disclosed according to IAS 40, IAS 2, IAS 6 and IFRS 5; ² The annualised in-place rent is calculated using the annualised rents agreed as at the reporting date not factoring in rent-free periods. TOTAL CHANGE 3-MAR-6, % units % p.p p.p yrs RETAIL DRESDEN Property Value Split by Asset Class In EUR m Property Value Split by Region In EUR m Other Locations Berlin 902.,005.6 Leipzig 65.3 HOTEL LEIPZIG OFFICE RETAIL HOTEL OTHER Frankfurt/ Main 6. Rostock 77.2 Dresden

24 Q 207 RESULTS MAY 207 STRONG IMPROVEMENT IN FFO/S OPERATING PERFORMANCE AND ACQUISITIONS TRANSLATING INTO STRONG IMPROVEMENT OF KEY METRICS Key Metrics In EUR m Net Operating Income In EUR m +9.0% 34.4 FFO In EUR m Q 207 Q 206 CHANGE % 2. Rental income % NOI % FFO % FFO/s (EUR) % EPRA cost ratio p.p. In-place rental yield 7.0% 7.3% -0.3 p.p. Mar 207 Dec 206 CHANGE Property value 2, , % EPRA NAV/s (EUR) % Net LTV 37.5% 43.4% -5.9 p.p. Based on weighted average number of shares outstanding 2 Including direct vacancy costs Q 206 Q % Y-o-Y increase driven by acquisitions Property Value In EUR m -0.3% 2,24.6 2,235.2 FY 206 Q 207 Stable portfolio value 7. Q 206 Q 207 Increase driven by acquisitions EPRA NAV/s In EUR m % 8.62 FY 206 Q 207 Growth in EPRA NAV primarily driven by operating performance Capital increase in Jan

25 Q 207 RESULTS MAY 207 OUTLOOK 207 FFO Guidance Positive business fundamentals expecting to drive cash generation in portfolio and FFO FFO guidance of approx. EUR m for FY 207 based on current property portfolio confirmed Acquisitions increase FFO 207 further Portfolio TLG IMMOBILIEN with continued pipeline for further acquisitions across all asset classes Strong operating performance and overall market development to translate into expected valuation uplift Dividend Proposed dividend for FY 206 of EUR 59.3 m (EUR 0.80 per share) Implies a FFO payout ratio of 77.% 25

26 APPENDIX 04

27 Q 207 RESULTS MAY 207 DEVELOPMENT OF PROPERTY VALUE IN Q 207 NO RELEVANT CHANGES IN THE RUN-UP TO HALF YEAR VALUATION UPDATE 2, (.9) Property Value Reconciliation In EUR m ,235.2 IFRS Portfolio value 3-Dec-6 Acquisitions Disposals Revaluations Other IFRS Portfolio value 3-Mar-7 Capex Breakdown Q 207 vs. Q 206 (like-for-like) In EUR m Ordinary Capex Expansion Capex Tenant Improvements Q 206 Q 207 Incl. capitalization of refurbishments and depreciation of self-used properties Total Capex Comments Ordinary capex unchanged compared to previous year Increase in expansion capex relates to smaller development activities within the food retail portfolio Additional tenant improvements relate to new office lettings in Berlin in Q

28 Q 207 RESULTS MAY 207 DEVELOPMENT OF KEY METRICS (/3) APPROX. 3% LFL-RENTAL-GROWTH ON Y-O-Y BASIS Annualised In-place Rent In EUR m LIKE-FOR-LIKE DEVELOPMENT Comments Y-on-Y change in annualised inplace rent of EUR 20.5 m or 5.% 36.0 (2.3) Like-for-like annualised in-place rent increased by EUR 3.9 m or 2.9% in Q 207 compared to the previous year 3-Mar-206 Disposals 3-Mar-206 (excl. disposals) Like-for-like Development 3-Mar-207 (excl. acquisitions) Acquisitions 3-Mar-207 (incl. acquisitions) Rental growth across all asset classes, following the specifics within the individual markets EUR 33.7 m Like-for-like Development by Asset Class in % 6.8% 0.4% 2.0% 3.8% EUR 37.6 m Once more increased growth in office rent driven by extraordinary strong demand in Berlin and new lettings within major properties 3-Mar-6 (excl. disposals) Office Retail Hotel Other 3-Mar-7 (excl. acquisitions) 28

29 Q 207 RESULTS MAY 207 DEVELOPMENT OF KEY METRICS (2/3) LFL-PORTFOLIO VACANCY AT RECORD LOW OF 2.4% - ACQUIRED VACANCY PROVIDES ROOM FOR VALUE CREATION EPRA Vacancy Rate In % 3. 3-Mar-206 Disposals 3-Mar-206 (excl. disposals) LIKE-FOR-LIKE DEVELOPMENT (0.7) Like-for-like Development Mar-207 (excl. acquisitions) 8.8 Acquisitions Like-for-like Development by Asset Class in p.p Mar-207 (incl. acquisitions) Comments Like-for-like ERPA vacancy rate reduced by -0.7% Y-on-Y to record low level Largest vacancy reduction related to Berlin office property Alexanderstrasse, 3, 5' (reduction from 22.3% to.7% Y-on-Y) Total vacancy remains at same low level of Q 206; primarily related to acquisition of properties with additional asset management potential (e.g. office asset Kapweg, Berlin) 3. % % 3-Mar-6 (excl. disposals) (3.3) (.0) Office Retail Hotel Other 3-Mar-7 (excl. acquisitions) 29

30 Q 207 RESULTS MAY 207 DEVELOPMENT OF KEY METRICS (3/3) ATTRACTIVE WALT-LEVEL REMAINS IN PLACE NEW ACQUISITIONS PROVIDE ADDITIONAL SUPPORT Mar-206 Disposals 3-Mar-206 (excl. disposals) WALT In years LIKE-FOR-LIKE DEVELOPMENT (0.5) Like-for-like Development Mar-207 (excl. acquisitions) Acquisitions Like-for-like Development by Asset Class in years 3-Mar-207 (incl. acquisitions) Comments Portfolio WALT remains high at comfortable level of 6. years New lettings and rental contract extensions soften recent reduction with the exception of hotel portfolio Early lease extensions and development activities have additional dampening effect on WALT reduction for retail portfolio Mar-6 (excl. disposals) (0.4) (0.3) 3-Mar-7 (excl. acquisitions) (.0) (.0) Office Retail Hotel Other 30

31 Q 207 RESULTS MAY 207 TLG S EXPOSURE AT BERLIN-ALEXANDERPLATZ TOP DEVELOPMENT POTENTIAL SURROUNDED BY HOT-SPOT AREAS Moabit 360-Trend in direction of Alexanderplatz Prenzlauer Berg TLG assets Alexanderstr -5 Karl-Liebknecht-Str. 30 Mitte Karl-Liebknecht- Hackescher Str. 32, 32 A, 32B Markt 4 Karl-Liebknecht- Alexanderplatz 3 Str. 3,33 4 Rathausstraße Alex -5 - Potential Development Plot Tiergarten Kreuzberg Friedrichshein As Berlin s historic heart and most important transport hub, Alexanderplatz is in the center of a strong development across all uses, especially driven by a young, urban and well educated population. This manifests in increased demand for office and retail space and steep increase in rents over the last 24 month. As Alexanderplatz remains the only major undeveloped location within Berlin-Mitte, this situation offers significant potential for future value creation. As is Significantly increased occupancy at 98.3% Annualized-in-place rent: EUR 6.6m p.a. (+57% vs. 205) EUR 3.47 per sq m/month (+8% vs. 205) Development Potential Three development plots with GFA of c. 50k sq m 206: Initial internal analysis of dev. options 207: Market sounding with regard to dev. alternatives Optional 208 et seq.: Start of detailed planning for subsequent transformation 3

32 Q 207 RESULTS MAY 207 ACQUISITION OF A FURTHER RETAIL PROPERTY ESTABLISHED FOOD-ANCHORED RETAIL WAREHOUSE WITH ATTRACTIVE YIELD-PROFILE Kaufland Unterwellenborn (Thuringia) Key stats Signing date 0 th May 207 Total investment Lettable area EUR 3.3 m,390 EUR per sqm 9,542 sqm In-place rental yield 6.5% WALT > 0 years EPRA vacancy rate 0.0% Tenant Kaufland 32

33 Q 207 RESULTS MAY 207 FFO RECONCILIATION Q % Y-O-Y INCREASE DRIVEN BY ACQUISITIONS AND STRONG OPERATING PERFORMANCE FFO Value Drivers Q 207/Q 206 in EUR m (.6) (0.) ANNUAL GROWTH +23.3% FFO Q 206 Result from Letting Activities Change in Platform Costs Change in Net Financial Result Change in Taxes FFO Q 207 Including other operating expenses and income, personnel expenses and depreciation and amortisation 33

34 Q 207 RESULTS MAY 207 EPRA NAV GROWTH DRIVING NAV/S TO EUR 8.62 EUR 33.2 M INCREASE IN EPRA NAV Y-O-Y EPRA NAV Q 207 Development In EUR m Quarterly Development of EPRA NAV In EUR m EPRA NAV Q-ON-Q GROWTH EPRA NAV/S 6.0 (3.9),38.5 Q 207, % EUR 8.62, Q4 206, % EUR 8.5 Q3 206,9.3.9% EUR 7.67 Q2 206, % EUR 7.33 EPRA NAV 3-Dec-206 FFO Capital Increase Jan. 207 Others EPRA NAV 3-Mar-207 Q 206,89.8.6% EUR

35 Q 207 RESULTS MAY 207 UNCHANGED: CONSERVATIVE FINANCING STRUCTURE ABB IN JANUARY 207 RESULTING IN APPROX. EUR 6 M OF GROSS PROCEEDS AND REDUCING NET LTV TO 37.5% Maturity Profile as of 3 March 207 In EUR m 366 Debt Structure and Debt Service as of 3 March Gross debt (EUR m),022 Net LTV (%) 37.5 Avg. cash cost of debt (%) 2.38 Avg. weighted maturity (years) 5.8 Interest rate fixed or hedged (%) 99.7 Development of Average Cash Cost of Debt In % 2.79% 2.70% 2.65% 2.46% 2.38% Q 206 Q2 206 Q3 206 Q4 206 Q 207 Q 207 Q4 206 Q3 206 Q2 206 Q 206 Q4 205 Net LTV Development In % 37.5% 43.4% 40.4% 40.5% 36.2% 33.6% 25% 30% 35% 40% 45% 50% Excluding regular amortisation payments 35

36 Q 207 RESULTS MAY 207 TLG IMMOBILIEN SHARE INFORMATION Basic Share Information (as of 3 March 207) Symbol TLG Share price (XETRA) EUR 8.27 ISIN DE000A2B8Z4 Performance in Q % Primary exchange Frankfurt Stock Exchange Market capitalization EUR.4 bn Shares outstanding 74.2 million Free Float 75.74% Shareholder Structure Government of Singapore 3.33% Welwel Investments Ltd. 0.93% Shareholdings according to latest voting rights announcements. See for further details. Free float according to Deutsche Boerse definition Share Price Performance in Q Jan-7 Feb-7 Mar-7 SDAX EPRA Germany TLG EPRA developed Europe +6.0% +2.5% +2.% +0.0% Kempen & Co. M.M.Warburg Bankhaus Lampe Victoria Partners Deutsche Bank Nord/LB J.P. Morgan Kepler Cheuvreux UBS Berenberg HSBC Coverage by Analysts Target price (EUR) Neutral Buy Buy n/a Buy Hold Overweight Buy Neutral Buy Buy Fair Value range of EUR Source: Thomson Reuters as of 3 March

37 Q 207 RESULTS MAY 207 SIGNIFICANT EARNINGS INCREASE IN Q 207 Income Statement In EUR m Q 207 Q 206 Rental income Net operating income from letting activities Result from the remeasurement of investment property Results from the disposals of investment property Results from the disposals of real estate inventory Other operating income Personnel expenses Depreciation Other operating expenses Earnings before interest and taxes (EBIT) Net interest Comments. Increase of 9.0% in NOI from letting activities mainly related to the acquisition of new properties 2. Increase by EUR.8 m primarily related to expenses related to refinancing of EUR 80.8 m of credit facilities 3. Consisting of EUR 2.6 m income taxes and EUR 4.4 m deferred taxes Other financial result Earnings before taxes (EBT) Income taxes Net income Other comprehensive income (OCI) Total comprehensive income

38 Q 207 RESULTS MAY 207 STRONG BALANCE SHEET AS PLATFORM FOR GROWTH Balance Sheet In EUR m 3 Mar Dec 206 Non-current assets 2,23.8 2,240.8 Investment property (including advance payments) 2,89.4 2,25.2 Property, plant and equipment Other non-current assets Deferred tax assets Current assets Real estate inventory.. Receivables and other current assets Cash and cash equivalents Non-current assets classified as held for sale Total assets 2, ,344.8 Comments. Increase in cash and cash equivalents primarily related to EUR 6 m capital increase in January Sold properties (signed) that have not closed yet Equity,4.6,009.5 Liabilities,30.9,335.3 Non-current liabilities,77.3,227. Non-current liabilities to financial institutions Provisions and other non-current liabilities Deferred tax liabilities Current liabilities Current liabilities to financial institutions Tax liabilities Other current provisions.7.8 Trade payables Other current liabilities Total equity and liabilities 2, ,

39 Q 207 RESULTS MAY 207 FINANCIAL CALENDAR AND CONTACT DETAILS Financial Calendar TLG IMMOBILIEN AG AGM 23 May 207 Q2 207 RESULTS August 207 Q3 206 RESULTS 9 November 207 SVEN ANNUTSCH Head of Investor Relations Hausvogteiplatz 2 07 Berlin Tel. +49 (0) Fax. +49 (0) ir@tlg.de 39