company presentation august · 2016 company presentation. 2 aroundtown is a specialist real estate...

AUGUST

2016

COMPANY

PRESENTATION

2

AROUNDTOWN IS A SPECIALIST REAL ESTATE COMPANY INVESTING INVALUE-ADD INCOME GENERATING PROPERTIES SINCE 2004

• Portfolio held through 33% interest in Grand

City Properties S.A (“GCP”)

• GCP is Public Company, Traded on

Frankfurt SE, Market cap of €3.1 billion

• Over €4.5 billion investment properties

• FFO run rate at €159m as of August 2016

• GCP owns 82k units as of August 2016

• GCP is rated “Investment Grade”: Baa2 by

Moody’s and BBB with a positive outlook by

S&P

www.grandcityproperties.com

Residential Portfolio

• €4.1 billion assets generating €269 million rental income run rate as of

August 2016

• Adjusted EBITDA run rate of €192 million

• FFO run rate at €139 million as of August 2016

• Commercial portfolio includes 2.7 million sqm of office, retail, hotels

and other properties

• Significant potential for further cash flow increase and value creation

• Focus is on top cities, primarily Berlin, Munich, Hamburg, Frankfurt

NRW, Hannover and Amsterdam

Market cap: €3.2 billionEPRA NAV: €3.9 billion

FFO Run Rate: €171 millionInvestment grade rating S&P BBB

Frankfurt SE (AT1), Euronext (ALATP)

www.aroundtownholdings.com

Commercial Portfolio

http://www.grandcityproperties.com/

http://aroundtownholdings.com/

3

FINANCIAL HIGHLIGHTS H1 2016

Rental and operating income at €110 million, up 138% YOY

EBITDA amounted to €610 million, increasing from €536 million in H1 2015.

Adjusted EBITDA increased to €113 million, up 85% YOY

Net profit amounted to € 510 million, (€505 million H1 2015)

EPS (basic) is €0.6 (€0.83 H1 2015) EPS fully diluted is €0.46 (€0.73 H1 2015)

FFO I at €71 million, up 77% YOY

FFO I per share increased to €0.11, up by 40% YOY

EPRA NAV amounts to €3.9 billion in June 2016, from €3 billion in Dec 2015

Low leverage: LTV 40%. After conversion of "in-the-money" convertible bond LTV is down to 32%. High Interest Cover Ratio maintained at 4.6x

Equity ratio at 52%, up to 59% including the conversion of "in the money" convertible bond

EPRA NAV 1) 2)

# of Shares incl. convbond B “in the money”

Fully diluted EPRA NAC (inc conv bond B, C) 3) Diluted # of Shares

June 30th 2016 (in 000’) €3,891,565795,829

€4,176,431847,619

June 30th 2016 Per Share €4.9 €4.9

1. includes non-controlling interest of €399 million as of June 2016, EPRA NAV per share excluding minority is €4.4 (Dec 2015 €3.7)

2. Convertible bond Series B "in the money" (conversion price 3.44), are included in the EPRA NAV and in the 795,829k share count3. includes convertible bond Series C, conversion price is €5.79

4

RECENT ACHIEVEMENTS

Successful capital increase of €320 million in July 2015

Oversubscribed capital increase of €267 million in April 2016. Free float increased to 44% and fully diluted

free float to 55%

Successful placement of 2021 convertible bonds, coupon 1.5% (Series C), €300 million in December 2015

Successful placement by GCP of 2022 convertible bonds, coupon 0.25% (Series F), €450 million in

February 2016

Oversubscribed issuance of 2022 straight bond, coupon 1.5% (Series D), €600 million (issued at 95.4%) in

April 2016

Aroundtown‘s S&P credit rating increase to BBB, up from BBB- intial rating assignment in December 2015

GCP‘s S&P credit rating status improved to BBB with a positive outlook

Increased commercial portfolio to €4.1 billion and residential portfolio to 82k units

Further improved quality of the Group’s assets and tenants

Further improvements of Group’s occupancies with strong like for like vacancy reductions

Oversubscribed issuance of 2024 straight bond, coupon 1.5% (Series E), €500 million (issued at 95.3%) in

July 2016

5

AT’S PROPERTY PORTFOLIO

1. % of national total;

2. Average annual real growth 2005-2013;

3. Average annual migration balance 2007-2012,

domestic & foreign migration;

4. Residents per Sqk (2013);

Berlin

► GDP growth (BE)2 : 2.2%

► Migration balance3: 0.7%

► Population density4: 3,837 per km2

Dresden/Leipzig/Halle

► GDP growth (SN)2 : 0.9%

► Migration balance3: 1.0%-1.2%

► Population density4: 1,617-1787

per km2

Frankfurt

► GDP growth (HE)2 : 0.7%


► Population density4: 2,824

per km2

Mannheim

► GDP growth (BW)2 : 1.8%



per km2

NRW

► GDP share 20131 : 22%

► GDP growth2 : 1.1%


► Population density4: 515 per km2

Hamburg

► GDP growth (BE)2 : 1.5%


Hannover




Munich

► GDP growth2 :3.0%

► Migration balance3: 1%


per km2

Stuttgart




per km2

Regional distribution (by value)*

*As of August 2016

Residential portfolio is accounted for at the holding rate of 33%

Asset type (by value)*

Nuremberg/Fuerth

► GDP growth (BA)2 : 2.0%



Total group portfolio* in-place rent at 6.9 €/sqm and vacancy at 7.8%

WALT of commercial is 8.5 years and average residential

tenancy is 14 yearsBremen




Amsterdam

► GDP growth: 1.4%

► Migration balance: 0.49%


6

DEFENSIVE PORTFOLIO EMBEDDING POTENTIAL TO COME

Large upside potential for rent increase to market levels with very limited downside risk.

In place rent compared to market rent pricesCurrent Annualized Rental Income vs. Market Potential

including vacancy reduction at market rent

Rent of the residential portfolio is accounted for at the holding rate of 33%

7

INVESTMENT HIGHLIGHTS

Aroundtown is a conservative defensive investment opportunity providing direct exposure to high cash flow generating real estate sector primarily in Germany

Proven business model and successful track-record

Highly cash generative portfolio resulting from successful repositioning

Proven ability to drive operational performance, increase rents and occupancy and

extend leases showcased in strong and growing cash flow

Significant upside potential in the existing real estate portfolio with limited downside risk as properties possess under-utilized rent and occupancy

Synergies and economies of scale enable to increase profit margins and reduce operational costs

Low financial risk

Most conservative financial profile in the real estate sector

Lowest LTV and highest interest coverage ratio

Highest ratio of unencumbered assets (over 50%)

Investment grade BBB with long term target of A-

Strong pipeline

Substantial acquisition pipeline in advanced stage of discussion

Capital appreciation opportunities through appropriate asset selection and acquisitions at attractive valuations

Incumbent preferred buyer status gives access to off-market transactions away from auction pressures

Structurally strong position with high barriers to entry

Focused on investing in and managing value-add opportunities in densely populated and commercially attractive areas ofthe German real estate market

Proprietary in-house IT software systems tailor-made for the German real estate

market, fitted especially to the needs of property turnaround

1

2

3

4

8

MANAGEMENT AND ADVISORY BOARD

Yakir

GabayChairman of the Advisory Board. Before, Mr. Gabay was chairman & managing partner of an investment company which

managed over $30 billion of assets, and before that he was the CEO of the investment banking of Bank Leumi. Mr.

Gabay holds MBA , BA in Accounting/Economics, and CPA.

Dr. Axel

Froese

Advisory Board Member. He is founder and managing partner at Froese Asset Management GmbH. Previously Head of

Asset Management at Cordea Savills GmbH, founder and managing partner at IPAM GmbH,

Former head of European Real Estate Group of the Bank of Scotland.

Shmuel

Mayo

CEO. Previously he was the CEO of the Dankner Group, which under Mr. Mayo’s management was a leading

international investment conglomerate with over $8 billion of assets. 8 years of management of Aroundtown and its

subsidiaries. Mr. Mayo holds a BA in Economics and Accounting, Law and CPA.

Eyal Ben

David

CFO. Previously, Mr. Ben David held a Private Practice of Certified Public Accountants focused on infrastructure and

real estate industries, 7 years of management in Aroundtown. Mr. Ben David is a certified public accountant (CPA) and

holds an MBA.

Director. Previous roles included controller and business development manager in the environmental engineering

industry as well as a member of the audit department at KPMG. Education: CPA and a BA in audit and finance.

Barak

Cohen

Construction Manager. Mr. Cohen has gained construction experience since 2000 and spent several years working in

Aroundtown. Mr. Cohen holds a Civil Engineering degree from the Technion Faculty.

Reshef

Ish-Gur

Idan

KaplanMr. Kaplan is a Senior Financial Manager. Before joining Aroundtown, Mr. Kaplan served as an auditor in an accounting

firm. He holds a BA in Accounting and Business Administration.

Head of Operations. Mr. Massatschi has 10 years professional experience in banking, management consultancy and

corporate finance. He gained his experience in Australia, the UK and Germany. Mr. Massatschi holds a BA Honours in

International Business.

Oschrie

Massatschi

Elena

Koushos

Director. Partner at Koushos & Korfiotis Advocates & Legal Consultants LLC. Ms. Koushos holds a LLM from Queen

Mary University of London and a LLB from University of Leicester.

Jelena

AfxentiouDirector. In the Aroundtown Group since 2011. Ms. Afxentiou has 20 year experience in real estate and hotel business,

specializing in finance and accounting.

Andrew

Wallis

Vice chairman, Advisory Board Member. Mr. Wallis was owner and CEO of a large German property management

company. Previously he spent 10 years as an investment banker in the city of London for Merrill Lynch and JP Morgan.

Mr. Wallis holds an MBA and a CFA.

9

STRATEGY AND BUSINESS MODELFocus on quality assets in densely populated cities and metropolitans predominantly in

the German and the Netherlands real estate markets

Increase cash flows through focus on rental income and strict cost discipline

Significant value increase due to optimizing long term rental income & increase of

portfolio capacity

Re-positioning of product to adapt to market demand

Focus on income generating portfolios with very limited downside risk

Seeking for attractive transactions: purchasing below market & below replacement costs

Maintaining a healthy capital structure with a strong financial profile - the most

conservative amongst Germany's real estate public companies

Keep improving the company rating with a long term target of A-

SOURCING AND TARGETING ACQUISITIONS

STRONG CASH FLOW GENERATING PORTFOLIO

WITH GROWTH POTENTIAL

REPOSITIONING AND OPERATIONAL

IMPROVEMENTS

DUE DILIGENCE

ACQUISITION AND TAKEOVER

Va

lue

Cr

ea

tio

n

Institutional investors

Private Equity

Banks

Loan funds Distressed

ownersBroker

network

“cherry-pick”best deals

Receivers

Screening process

Diversified and large base deal sources

Cash flow generating assets

Upside potential through operational improvements

Rent level per sqm is below market level (under-rented properties)

Acquisitions located in densely populated areas and commercially attractive cities

Purchase price below replacement costs and below market values

Potential to reduce the cost per sqm significantly through operational improvements

Acquisition criteria

Vacancy reduction potential

10

AROUNDTOWN FINANCIAL HIGHLIGHTS (€ M)

Aroundtown August 16 Adj. EBITDArun rate reconciliation Commercial Adj. EBITDA= €192mGCP Adj. EBITDA €228m X 33% = €75mAroundtown level expenses= -€3m

€264m

Aroundtown August 16 FFOrun rate reconciliation Commercial FFO = €139mGCP FFO* €140m X 33% = €46mAroundtown level expenses = -€14m

€171m

The Board of Directors has resolved a dividend policy of 30% of FFO I starting in 2016

*after perpertual notes payment

11

AROUNDTOWNFINANCIAL HIGHLIGHTS AS OF H1 2016 (€ M)

* including the issuance of €500 million straight bond Series E in July 2016**assuming conversion of the convertible bonds which are in the money

12

AROUNDTOWNFINANCIAL HIGHLIGHTS AS OF H1 2016 (€ M)

EPRA NAV Development

1. includes non-controlling interest of €399 million as of June 2016 and €320 million as of Dec 2015. June 2016 EPRA NAV per share excluding minority is €4.4 (Dec 2015 is €3.7)

2. Convertible bond Series B “in the money” (conversion price 3.44), are included in the EPRA NAV and in the 795,829k share count3. includes convertible bond Series C, conversion price €5.79

EPRA NAV 1) 2) # of Shares incl. conv bond B “in the money”

Fully diluted EPRA NAC (incconv bond B, C) 3)

Diluted # of Shares

June 30th 2016 (in 000’) €3,891,565795,829

€4,176,431847,619

June 30th 2016 Per Share €4.9 €4.9

December 31st 2015 (in 000’) €3,042,864730,829

€3,324,609782,619

December 31st 2015 Per Share €4.2 €4.2

13

AROUNDTOWN – CAPITAL STRUCTURE

Loan-to-Value Financing sources mix

* assuming conversion of the convertible bonds which are in the money

14

AROUNDTOWN – CAPITAL STRUCTURE (1)

AND FINANCIAL POLICY

Unencumbered ratio(2)

(1) Residential accounted for at the holding rate of 32% as of H1 2016

(2) by rent

Aroundtown has the following financial policy:

• Strive to achieve A- global rating in the long term

• LTV limit at 45%

• Maintaining very conservative financial ratios

• Unencumbered assets above 50% of total assets

• Long debt maturity profile

• Good mix of long term unsecured bonds and non-

recourse bank loans

• Support convertible bond holders to convert into equity

• Dividend of 30% of FFO I

Strong Cover Ratios – H1 2016

Strong financial structure: 2% CoD and 6 years average debt maturity

15

AROUNDTOWN BOND COVENANTS

Overview of Covenant Package

Covenant Type ATP CB 15/21 & SB 16/22 (BBB from S&P)

Limitation on Debt

Total Debt / Total Assets <=50%(1)

Limitation on Secured Debt

Secured Debt / Total Assets <=45%(2)

Maintenance of Unencumbered Assets

Unencumbered Assets/Unsecured Debt >= 125%(3)

Maintenance of Coverage Ratio

Adjusted EBITDA / Net Cash Interest >=1.5x

Change of Control Protection

No cash distribution restriction from subsidiary level

CB Anti-Dilution Protection

CB Dividend Protection

CB Protection on Equity Sale of Subsidiaries Minimum holding rate on subsidiaries; and Funds to be reinvested in case of sale; and

AT is restricted in dividend distribution in case of sale

1

2

3

4

5

Notes: 1) Total Net Debt / Total Net Assets

2) Net Secured Debt excl. Secured Notes / Total Net Assets

3) Net Unencumbered Assets / Net Unsecured Indebtedness

6

7

8

9

2 The convertible bond 15/21 (Series C) and the straight bond 16/22 (Series D) & straight bond

16/24 (Series E) are unsecured and have the below covenant package

Straight Bond 14/21 (Series A): As of December 2015 Series A is unsecured and pari passu

with the convertible bond 15/21

3

1 Bonds are ECB eligible

16

S&P ANCHOR RATING MATRIX

1Minimal

2Modest

3Intermediate

4Significant

5Aggressive

6Highly Leveraged

1Excellent aaa/aa+ aa a+/a a- bbb bbb-/bb+

2Strong aa/aa- a+/a A-/BBB+ BBB bb+ bb

3Satisfactory a/a- bbb+ BBB/BBB- BBB-/bb+ bb b+

4Fair bbb/bbb- bbb- bb+ bb bb- b

5Weak bb+ bb+ bb bb- b+ b/b-

6Vulnerable bb- bb- bb- b+ b b-

Financial risk profile

Bu

sin

ess

risk

pro

file

(GCP) (AT)

Anchor rating positions at a good position for further rating improvements

AT and GCP have the best financial profile among German rated real estate companies

Both AT and GCP’s Board of Directors have decided to strategically aim for A- rating, and will

continue to implement measures to achieve this target

* Vonovia’s anchor rating is BBB. Vonovia’s final rating, after the effect of modifiers is BBB+.

(DW) (Vonovia)*(FDR)

(Alstria)

(Conwert)

17

AROUNDTOWNFINANCIAL HIGHLIGHTS (€ MILLIONS)

1-6/2016 1-6/2015

Rental and operating income 110,016 46,172

Adjusted EBITDA 1) 113,314 61,086

EBITDA 609,714 536,390

Net Profit 510,081 505,381

EPS (basic) in € 0.60 0.83

FFO I 70,722 40,032

FFO I per share in € cent 11.2 8.0

Interest Coverage Ratio 4.6 6.0

Debt Service Coverage Ratio 3.4 4.1

1) including AT’s share in GCP’s adj EBITDA

18

AROUNDTOWNFINANCIAL HIGHLIGHTS (€ MILLIONS)

1) In July 2015 AT raised additional cash through the issuance of €500 million straight bond Series E

2) Including convertible bonds which are in the money

As of 30 June 2016 31 December 2015

Total Assets 6,149 4,440

Total Assets pro forma1) 6,649 4,440

Cash and liquid assets 1) 227 387

Total Equity 3,170 2,426

Total Equity assuming conversion 2) 3,635 2,966

EPRA NAV 3,892 3,043

Loans and borrowings 1,008 645

Straight bonds 708 188

Convertible bonds 744 818

LTV 40% 35%

LTV assuming conversion 2) 32% 20%

Equity Ratio 52% 55%

Equity Ratio assuming conversion 2) 59% 67%

19

AROUNDTOWN GROUP – BANKING FINANCING SOURCES & CREDIT LINES

GCP Revolving Credit Facilities

GCP signed strong corporate credit lines with international banking leaders exceeding €200 million

All credit facilities do not have a Material Adverse Change (MAC) clause

Revolving Credit Facilities as an additional liquidity source, increasing the financial flexibility at a very

low cost

20

STRONG ACCESS TO CAPITAL MARKETS:€4.2 BILLION RAISED IN 15 ISSUANCES IN 2015-2016

Equity and bond

bookrunners

Jan-15 AT, tap issuance of € 39m of series A bond to a total aggregate amount of € 200m

Feb-15 PCI, tap issuance of € 50 million on existing convertible bonds

Apr-15 GCP issuance of 10 year straight bond of € 400m with a coupon of 1.5% p.a.

July-15 AT equity capital increase of €320m

Mar-15 Tap Issuance of perpetual notes of additional € 250m

Sept-15 GCP equity capital increase of € 151m

Dec-15 AT issuance of Series C, €300m convertible bond, coupon 1.5%, duration of 5.1 years

Jan-16 Completion of the conversion of GCP‘s Series C convertible bonds (€275m)

Feb-16 GCP issued Series F, 2022 convertible bonds of € 450m, coupon of 0.25% p.a.

Apr-16 AT equity capital increase of €267m

Sept-15 GCP tap issuance of € 150m of 10 year straight bond to an aggregate nominal amount of € 550m

July-15 GCP tap issuance of perpetual notes, (coupon 3.75%), of additional € 100m

Apr-15 AT issuance of 5 year convertible bond of € 450m, coupon 3% p.a.

Feb-15 Issuance of €150m perpetual notes, coupon 3.75%

Apr -16 AT issuance of series D, 2022 straight bonds of € 600m (nominal value), coupon of 1.5%

Jul -16 AT issuance of series E, 2024 straight bonds of € 500m (nominal value), coupon of 1.5%

21

STRONG ACCESS TO CAPITAL MARKETS:€1.7 BILLION RAISED IN 11 ISSUANCES IN 2012-2014

Equity and bond

bookrunners

Feb-13 GCP increased capital by € 36m

Jul-13 GCP issued a 7 year straight bond of € 200m with a coupon of 6.25% p.a.

Dec-13 Capital increase of GCP of € 175m

Feb-14 GCP issued 5 year convertible bonds of € 150m and a coupon of 1.50% p.a

Apr-14 GCP tap issuance of existing straight bonds with gross proceeds of € 160m

Jun-14 GCP tap issuance of convertible bonds with gross proceeds of € 140m

Jul-12 GCP increased capital by € 15m

Oct-13 Full conversion of GCP’s convertible bond into equity

GCP, redemption of straight bonds with nominal amount of € 350m. Issuance of 7 year straight bond of €

500m with a coupon of 2% p.a.Oct-14

Nov-14 PCI issued convertible bonds at principal amount of € 100 million

Dec-14 AT issuance of series A straight bonds of € 161 million (nominal value) with a coupon of 3% p.a.

Oct-12 GCP issued 5 year convertible bonds of €100m and a coupon of 8%

22

EQUITY ANALYST RESEARCH COVERAGE

Strong buy

recommendation

AT‘s operations are researched by leading real estate market analysts, who conduct independent equity

research and target price recommendations

All recommendations are set with buy and above the current share price

23

AROUNDTOWN‘S SHARE PRICE PERFORMANCE

Share performance since initial placement of capital (13.7.2015)

The share

PlacementFrankfurt SE

Euronext

First equity issuance 13.07.2015

Number of shares (basic) 675,230,313

Number of shares incl. dilution effect of Series B (in the money, conversion price of €3.44)

795,829,238

Number of shares fully diluted incl. all convertibles Series B and Series C

847,619,453

Free float 44%

Free float including conversion of CBs in the money

52%

Fully diluted free float 55%

Symbol (Xetra) AT1

Symbol (Euronext) ALATP

24

AROUNDTOWN’S BOND PERFORMANCE Convertible bond Series B performance since placement (27.4.2015)

Convertible bond Series C performance since placement (15.12.2015)

Spread over mid-€-swap for straight bonds A and D, remaining 6 years

25

GERMANY –STABLE AND STRONG MACRO FUNDAMENTALS

Aroundtown conducts its business activities in Germany‘s sought-after locations, benefiting from the country‘s strong

market environment and economic fundamentals.

Unemployment rate 2015Debt/GDP 2015 Budget Surplus/deficit 2015

26

COMMERCIAL INVESTMENT PORTFOLIO

Rental income run rate of €269 million

Portfolio carries significant upside in rent and occupancy increase

with current in-place rent of 7.8 €/sqm and vacancy rate of 7.4%

FFO run rate of €139 million

Diverse portfolio structure in terms of geographical spread and tenant diversification

Portfolio focus on urban centers with sound economic fundamentals, while maintaining high diversification

across Germany

Asset type (by value)Regional distribution (by value)

(as of August 2016)

27

DEFENSIVE PORTFOLIO WITH STRONG TENANT STRUCTURE

Defensive portfolio lease structure with a WALT of 8.5 years

Limited dependency on single tenants due to large tenant

base of over 1,500 tenants

Diverse multi-tenant offices, retail and other properties with a total value

of €3.2 billion and 2.2 million sqm

Tenants are diversified over a wide range of sustainable market sectors

Hotel properties with total value of over €900 million (0.5 million sqm, 56 hotels,

8,800 rooms). Leases are long term with fixed lease

28

HIGHLY PERFORMING HOTEL LOCATIONS

Globally leading branding partners offer key advantages

Strong loyalty programs

Quality perception

Global recognition

Worldwide reservation

systems

Economy of scale benefits

Well diversified portfolio of branded hotels in primary and secondary locations

Hotel assets and rooms Portfolio composition by category (by value)

29

Portfolio Year of acquisition Total sqm Vacancy reduction net rental increase since

acquisitionat acquisition Currently

/at exit

Berlin 1 2008 4,000

Berlin 2 2009 1,700

Berlin 3 2012 6,900

Leipzig 2008 17,300

Weimar 2008 8,900

NRW 2013 10.900

Mannheim 2012 26,200

Potsdam 2015 9,000

Berlin 4 2015 43,750

Berlin 5 2015 18,000

Hannover 2015 112,500

80%

50%

101%58%

2%

57%

51%55%

2% 110%

0%466%

9% 80%

7%

36% 13% 47%

0%100%

COMMERCIAL PORTFOLIO MANAGEMENTSTRONG TRACK RECORD IN PROPERTY TURNAROUND

56% 11%90%

28%0%

49%

255%70%

0%

70%22%

412%

30

Hotel Lease track record

STRONG HOTEL MANAGEMENT TRACK RECORD

Hotel Rooms

Acquisition

year Exit date

Equity

IRR

Hotel 1 142 2006 Dez 14 211%

Hotel 2 131 2008 Dez 14 28%

Hotel 3 85 2008 Dez 14 35%

Hotel 4 142 2008 Dez 14 39%

Hotel 5 93 2009 Mrz 14 60%

Hotel 6 189 2006 Sep 13 43%

Hotel 7 101 2006 Jun 12 84%

Hotels 8 & 9 307 2006 Feb 12 117%

62%Weighted average equity IRR

(based on sales price)

Exit track record

Value increase and money multiple

6.113.9

7.1 5.7 4.7

48.8

4.3 4.9

11.8

20.4

11.3 9.5 9.9

81.7

7.5 15.0

0

20

40

60

80

100

Hotel 1 Hotel 2 Hotel 3 Hotel 4 Hotel 5 Hotel 6 Hotel 7 Hotels 8& 9Purchace price + capex Exit price

1.9x 1.5x 1.6x 1.7x 2.1x 1.7x 1.8x 3.1x

€m

Hotel Acquisition Year CAGR

Absolute percentage

increase

Hotel 1 2009 32% 230%

Hotel 2 2008 27% 199%

Hotel 3 2008 27% 206%

Hotel 4 2008 4% 18%

Hotel 5 2006 10% 88%

Hotel 6 2006 8% 64%

Hotel 7 2006 11% 106%

Hotel 8 2006 9% 74%

Hotel 9 2006 7% 57%

Hotel 10 2006 7% 62%

Average 14% 110%

31

OFFICE, RETAIL AND HOTEL MANAGEMENT TEAM

Dr. Marc-Alexander Lüth, PhDA trained lawyer, Marc spent 6 years at Hudson Advisors heading a 25-person asset management team as Director of Foreclosure & Insolvencies and later

Executive Director. He continued this role for Dundee International and later Patron Capital Partners. Marc brings a wealth of experience in turnaround

situations and strong leadership skills to the team.

Guido PützOriginally trained at Hochtief AG, Guido has spent the last 15 years steering real estate of all asset types for big players in the market such as Hudson

Advisors, Cushman & Wakefield and Catella. When Hudson Advisors sold the portfolios under his supervision, Guido decided to join the team and has been

an invaluable asset with his experience, strong negotiation skills and dynamic thinking.

Norman LindnerOriginally trained as a banker, Norman spent two years in risk management before going into controlling, finance and accounting as an asset manager.

Norman’s greatest strengths are the setting-in-place and monitoring of processes and strict supervision of accountants and property managers that target

figures are met.

Jelena EbnerTrained as a Real Estate Manager and gained her knowledge also in retail & distribution and insurance during her study of business administration, Jelena

worked for Hudson Advisors and later at Dundee International as an Asset Manager, Corporate in Luxembourg. Coming from a property management

background, Jelena has experience in all asset types and combines this with an uncanny ability to think out-of-the-box.

Philipp von BodmanDirector. Mr. von Bodman moved from GCH Hotel Group where he was Director of Operations. Former roles include: hotel asset manager with Mountain Capital Ltd.

in London, consultant for hotel valuations and hotel feasibility studies with HVS in London, consultant for hotel quality performance in Asia and numerous international

hotel operational positions. Mr. von Bodman holds a MBA in “International Hospitality Management” from Cornell University & ESSEC Business School

Christian HupferFinancial officer. Mr. Hupfer is specialized in tax structuring, financial statement and cash flow analysis and bank negotiations. Mr. Hupfer worked for

RöverBrönner KG Steuerberatungs und Wirtschaftsprüfungsgesellschaft in the Audit and Tax department. Mr. Hupfer has a Diploma of Economics with a

focus on tax and financial auditing

Paul SmythDirector Financial Audit and Financial Projects. Prior to joining the company he has held Financial and Managerial positions with GCH, IHG, Westin as well as

recreational enterprises such as Penn Racquet Sports and Tropical Islands. As an entrepreneur he has supported enterprises in Ireland and Germany and is a

lodging & hospitality specialist.

Achmed SuhrkeSenior Financial Manager, responsible for the corporate financial controlling. Gained experience as the Head of Corporate Financial Controlling for GCH and

holds a BA for Hotel Industry and Instructor Qualification Examination from the School of Hotel Management in Berlin.

Markus NeurauterMr. Neurater is Head of Operations of the office and retails properties. Before joining the Group he was a board member of Strabag SE and CEO of Raiffeisen

evolution, responsible for project development on 11 European countries with a development volume of more than €2bn. Mr. Neurauter holds a masters in

economics from the university of Innsbruck and covers more than 25 years of experience in real estate.

32

MAINTAINING A CLOSE LONG-TERM RELATIONSHIP WITH OUR TENANTS AND PROACTIVELY IMPROVING OUR COMPETITIVENESS AND THE SERVICE WE PROVIDE

Regional Asset Manager

• Defining & Execution of local property strategies

• Marketing (Letting & Sale)

• (Project-)Development incl. steering and

supervising substantial Capex measures

• Negotiating leases

• Steering & Supervising the Property Management

• Special focus on delinquencies and elimination of

reasons for early rent terminations

• Replacement of property managers and letting

agents due to poor performance

Central Letting Manager

• Coordination of nationwide broker

services (e.g. providing and maintaining

a vacancy overview)

• Developing property strategies regarding

“intensive care” assets (different

commercial usage, complex buildings.

Etc.)

• Support of Regional Asset Manager

• Focus on value creation, achieved

through lease-up, asset repositioning and

project development

Going the extra mile to attract

suitable tenants for our vacancies

• Building an external brokerage network for

letting

• Comparing the quality of the commercial

spaces to compete in the market with a

price advantage

• Reducing vacancy and offering

promotional features (rent-free time if

tenant invests to refurbish the vacant

space)

• Advertisement on key real estate portals

(e.g. Immobilienscout24.de) as well as with

local external brokers

• Building up a reputation in the market for

high quality services, professional floor

plan designs and building cooperation

networks to expand our market reach

regionally and beyond

• Collaboration with economic promotional

bodies to enroll our vacant spaces which

serves as a hub to reach more potential

tenants nation-wide

Building a reputation of high quality service with careful positioning

33

SMART CAPEX INVESTMENTS & RELATIONSHIP MANAGEMENT AS DRIVERS FOR GROWTH

Existing tenants

• Establishing and maintaining an open line of communication at all times

• Building long-term relationships with each tenant and allocating one specific contact person for all their needs

• Proactively meeting tenants on a regular basis

• Short time to react, when technical issue arise. Fast reaction time means tenants don’t miss out on business

• Proactively prolonging existing contracts that expire soon to optimize and secure long-term contracts

• Identifying rent increase potential in the existing rental contracts (from indexations/ graduated rent)

• Analyzing tenant satisfaction levels and understanding their needs

• Optimizing vacant space by relocating tenants within the building to improve marketability of vacant spaces

• Ensuring a safe and secure business environment at all times for tenants and their clients

• Planning ahead of time for expansion of tenants in order to offer them additional spaces in new locations

Achieving long-term growing cash flows

34

New lettings

• Conducting usability studies (letting concepts) of vacant spaces in

order to attract a large pool of diverse tenants

• Determining different Capex investment levels depending on the

usage of space

• Getting to know each tenant and understanding their business needs

to build a relationship and create synergies when attracting new

tenants that move in the same building (“match-making”)

• Identifying tenants’ development needs to plan for “smart” vacancy

reduction

• Analyzing competitors and market conditions before attracting new

tenants – considering the tenant structure, location and size

• Offering parking spaces for tenants and their clients in close proximity

to ensure low business barriers

• Staged offices as a tool to promote vacant spaces

• Acting swiftly to let space as demand arises

Capex Investments result in a better asset positioning

SMART CAPEX INVESTMENTS & RELATIONSHIP MANAGEMENT AS DRIVERS FOR GROWTH

36

GCP – LEADING MARKET PLAYER IN THE GERMAN RESIDENTIAL MARKET

Market cap of €3.1 billion

August 2016 GCP owns 82k units and €4.5 billion investment property

August 2016 rental income run rate (monthly annualized) at €440 million

Conservative debt structure – approx. €2.4 billion assets are

unencumbered, low COD, 39% LTV and high debt service cover ratios

Business model validated by hundreds of strong global investors and investment banks

Significant upside potential to unfold from increase rents and occupancy –28% on the current rental income run rate

August 2016 FFO run rate at €159 million, reflecting rental income growth and lower cost of debt

Credit rating at investment grade level from Moody’s at Baa2 and S&P at BBB with a Positive outlook

Best financial profile in the German real estate public sector

Added to major FTSE EPRA/NAREIT indices in March 2015 and to GPR 250 index in December 2015

H1 2016 EPRA NAV including perpetual notes at €3.0 billion

EPRA NAV at €2.5 billion

Regional distribution (by value)

37

MANAGEMENT TRACK RECORD TURNAROUNDTrack record of rapid, profitable and cash generative growth through both

exceptional asset management and highly differentiated portfolio sourcing

Improved collection rate as well as cost reduction increase cash flow

Portfolio Year of

acquisition

Units Total sqm Vacancy reduction Net rent/sqm (€/sqm) net rental

increase since

acquisitionat

acquisition

current at

acquisition

average

lettings

Berlin 1 2012 250 10,000 14% 0% 5.2 10.6 57%

Bremen 1 2013 100 6,600 36% 23% 3.9 5.1 36%

NRW 1 2011 525 42,000 37% 5% 3.9 5.0 77%

NRW 2 2011 425 30,500 1% 1% 4.6 7.4 35%

NRW 3 2008 525 35,000 41% 4% 3.8 4.5 76%

NRW 4 2011 160 10,500 12% 1% 4.3 5.7 22%

NRW 5 2012 2,100 128,00024% 6%

4.8 5.7 35%

NRW 6 2013 150 9,000 17% 13% 4.5 4.9 14%

Berlin 2 2013 50 3,300 25% 6% 7.0 10.2 49%

NRW 7 2011 350 17,000 13% 3% 4.8 5.7 18%

NRW 8 2011 250 19,00010% 0%

4.3 5.2 16%

NRW 9 2012 150 7,300 20% 2% 4.7 5.3 29%

Bremen 2 2012 250 15,500 34% 14% 4.5 5.1 34%

Berlin 3 2013 125 9,300 17% 9% 5.9 9.3 19%

NRW 10 2011 700 51,700 14% 4% 4.9 5.6 16%

Berlin 4 2013 175 6,700 15% 3% 8.7 10.0 22%

NRW 11 2011 200 13,300 12% 3% 3.6 4.5 20%

38 38

GCP – BOARD OF DIRECTORS AND ADVISORY BOARD

Christian

Windfuhr

Mr. Windfuhr is Grand City Properties CEO. Before joining the Grand City Group Mr. Windfuhr served as CEO of Maritim

Hotels, with 40 hotels in Germany. Prior to this he served as CEO of Mövenpick. He achieved the financial turnaround of

Mövenpick, drove international expansion, publicly listed the company, and worked out a strategic partnership with

Kingdom Holding (HRH Prince Alwaleed) and JP Morgan. Served as Director of TUI, the largest European tour operator.

He served in high positions in Holiday Inn, Kempinski, and Southern Sun. Graduated at Cornell University.

Simone

Runge-

Brandner

Mrs. Runge’s past positions include Deal Manager (Director) at UBS Deutschland AG, Vice President Real Estate

Finance/ Investment Funds, Credit Manager at Dekabank Frankfurt and Credit Manager Real Estate Finance at Helaba

Frankfurt. Ms. Runge-Brandner Diploma in International business administration.

Refael

Zamir

Mr. Zamir is Grand City’s finance director. Before joining GCP, Mr. Zamir served as a manager in Ernst & Young in the

real-estate and financial institutions sectors. Mr. Zamir is a CPA and holds a BA and MBA in finance and business

administration.

Daniel

Malkin

Mr. Malkin was responsible for the Grand City Group real estate, M&A and Financing. Before joining the Grand City

Group, he served as an Investment & fund Manager of fixed income investment funds at Excellence Investment Bank. BA

in Business Administration.

Yakir

Gabay

Mr. Gabay is the chairman of the Advisory Board. Before GCP, Mr. Gabay was chairman & managing partner of an

investment company which managed over $30 billion of assets, and before that he was the CEO of the investment

banking of Bank Leumi. Mr. Gabay holds MBA , BA in Accounting/Economics, and CPA.

Andrew

Wallis

Vice chairman, Advisory Board Member. Mr. Wallis was owner and CEO of a large German property management

company. Previously he spent 10 years as an investment banker in the city of London for Merril Lynch and JP Morgan.

Mr. Wallis holds an MBA and a CFA.

Claudio

Jarczyk

Advisory Board member. Prior to GCP, Mr. Jarczyk served as an Executive Director at BerlinHyp Bank specializing in real

estate financing with a focus on international clients, as a Chief International Executive at Landesbank Berlin and as an

International Division-Department Manager at Bayerische Vereinsbank Munich. Mr. Jarczyk holds a Dipl.Kfm. / M.B.A at

Munich University. Mr. Jarczyk serves on the advisory board of the Company.

Markus J

Leininger

Advisory Board member. Mr. Leininger is a former senior banker with focus on financing, private equity and real estate.

His past positions include Head of Operations with Eurohypo AG and Rheinhyp AG (Commerzbank) and a Member of the

Advisory Board and Investment Committee of Revetas Capital Advisors. Also he is the co-author of professional articles

about real estate financing. Mr. Leininger holds a diploma in business administrations.

39

KEY FINANCIALS (1)Total Gross Revenue1) (in € millions)

1) Excluding revenue from sale of buildings

* Adjusted for one-time costs

Adj. EBITDA (in € millions)

FFO (in € millions) FFO I per share (in €)

Net Profit (in € millions)

** capital gain and capex figures are not annualized

40

KEY FINANCIALS (2)Rental and operating income half year growth (in € millions) Adj. EBITDA half year growth (in € millions)

FFO half year growth (in € millions) FFO I per share half year growth (in €)

Net Profit half year growth (in € millions)

41

KEY FINANCIALS (3)Total equity (in € millions)

EPRA NAV (in € millions)

EPRA NAV EPRA NAV including perpetual notes

Basic # of Shares EPRA NAV including perpetual notes & Conv. Bond F **

Diluted # of Shares

June 30th 2016 (in 000’) €2,510,721 €2,988,834153,789

€3,415,588171,852

June 30th 2016 Per Share €16.3 €19.4 €19.9

December 31st 2015 (in 000’) €2,066,201 €2,544,347140,971

€2,544,347154,910

December 31st 2015 Per Share €13.3 €16.4 €16.4

*includes non-controlling interest of € 215 million in June 2016 and €142.3 million in Dec 2015. June 2016 EPRA NAV per share excl. minority at €14.9 and incl. perpetual at €18.0

**Convertible bond Series F conversion price at €26.97

Portfolio size (in ’000 units)

42

GCP - DEBT SCHEDULE

Current loan maturity structure with a weighted average debt maturity of 7 years enables GCP to fully complete

turnaround cycle

Debt Maturity Schedule Loan-To-Value

Investment grade rating by Moody’s with Baa2 with stable outlook rating received in February 2015 and S&P with BBB with positive outlook

rating received. The ratings are supported by a strong financial profile which validates the success of the business model

GCP’s long maturity schedule enables the Company to fully complete the repositioning of its assets

Over 30 separate bank loans – non recourse, non cross-collateral and non cross-default from 17 different financial institutions

Healthy and conservative capital structure with a low cost of debt of 1.6% - latest issuance: Series F, €450m, at a coupon of 0.25%

43 43

DEBT STRUCTURE AND COVER RATIOS

Financing Source MixUnencumbered Assets**)Hedging structure

**)Calculated as the ratio of the unencumbered assets to the total value of investments properties.

GCP has the following financial policy:

• Strive to achieve A- global rating in the long term

• LTV limit at 45%

• Debt-to-cap ratio at 45% (or lower) on a sustainable basis

• Maintaining very conservative financial ratios

• Unencumbered assets above 50% of total assets

• Long debt maturity profile

• Good mix of long term unsecured bonds and non-recourse bank loans

• Maintaining credit lines from several banks which are not subject to

Material Adverse Effect

• Dividend of 50% of FFO I (formerly 30% of FFO I)

*) DSCR, also called fixed charge coverage ratio

Interest Coverage Ratio (Adjusted EBITDA / interest)

& Debt Service Coverage Ratio *) Adjusted EBITDA / (interest + loan amortization)

H1 2016

44

PEERS ANALYSISPeer companies

LowerRange

UpperRange

Business

Amount of Units 82k 95k managed

17k340k

394k managed

In-place rent (€ per m2) 5.3 5.0 6.4Vacancy Rate 8.3% 11.1% 1.8%

Top Locations Well diversified inmajor cities

Portion of largestportfolio location

100%

Portion of largestportfolio location

~ 14%Book Value per sqm 890 740 1,600NRI Multiple 15.2x 13x 21xNRI MultipleAssuming full occupancy

13.9x 12.0x 20.7x

NRI MultipleAssuming full occupancy and rented at market rent

11.2x

Rating Baa2, BBB positive Not rated A3,A-

Key financials

Total Cost of Debt 1.6% 4.0% <1.7%

LTV 39% 67% 40%

Interest Coverage Ratio (ICR) 6.0x 1.3x 5.1x

Net debt to EBITDA 8.3x 15.3x 9.6x

FFO to net Debt 8.6% 1.2% 8.1%

Unencumbered ratio 53% n/a 44%

Net Debt to Cap 40% 73% 41%

Comparison data is from public peer companies operating in the German residential real estate market.GCP data is based on Q2 2016 Peer data is based on Q2 2016 if available, otherwise on Q1 2016

GCP has the lowest downside risk among the peer group

- Lowest downside on value/sqm- Lowest downside on occupancy- Lowest downside on rent per sqm- Lowest downside on valuation yield

GCP’s exceptional financial outperformanceshould result in the highest rating amongpeers

GCP’s portfolio embeds the highestupside potential of value per sqm, gapfrom market rent per sqm and fromoccupancy increase

Portfolio is in strong locations benefitingfrom economy of scale but with nodependence on single locations

GCP outperforms the peer group: lowestLTV, highest interest cover ratios andhighest FFO to debt ratio. Lowestdebt/EBITDA ratios and highest ratio ofunencumbered assets

GCP data is based on August 16 run rate. Peer data is on Q2 2016 if available otherwise on Q1 2016

45

MOODY’S RATING PEER COMPARISON

the results in this page are as publicly reported by Moody's and based on their analysis

Broad Rating Factor

Rating Sub-FactorRating Sub-

Factor Weight

Measure (LTM Q3 15)

Score Measure(12-18 Month Forward View)

Score Measure (LTM Q1 15)

Score Measure (LTM Q4

14)

Score

Liquidity and Funding

Liquidity Coverage 8.00% Baa Baa Baa Baa A A Baa BaaDebt Maturities ratio 6.25% Aa Aa Aa Aa Aa Aa A AFFO Payout ratio 4.00% 20.6% Aa 25%-30% Aa 27.1% Aa 68.0% BaaAmount of Unencumbered Assets 6.25% 64% Baa 60%-65% Baa 11% Caa 10.9% Caa

Leverage and Capital

Structure

Effective Leverage: Debt / Gross Assets 9.00% 49.5% Baa 45%-50% Baa 45.6% Baa 49.9% BaaNet Debt/EBITDA 9.00% 12.2x Caa 7x-8x Ba 10.8x Caa 14.4x CaSecured Debt/Gross Assets 6.25% 18.4% Baa 15%-20% Baa 39.4% B 42.1% BAccess to Capital 6.25% Baa Baa Baa Baa A A A A

Market Positioning and

Asset Quality

Franchise/Brand Name 4.00% Baa Baa Baa Baa A A A AGross Assets 4.00% $5.18 bn Baa $5.0bn-$5.5bn Baa $12.7 bn A $7.7 bn BaaDiversity location/tenant/industry/economic 4.00% Baa Baa Baa Baa Baa Baa Baa BaaDevelopment % Gross Assets 5.00% 0% Aa 0% Aa 0% Aa 0% AaAsset Quality 5.00% Ba Ba Ba Ba Baa Baa Ba Ba

Cash Flow and Earnings

EBITDA/Revenues 6.00% 50.6% Ba 50%-55% Ba 55.2% Baa 54.4% BaEBITDA Margin Volatility 3.00% 56.4% Ca 5% Baa 13.2% B 5.6% BaaFixed Charge Coverage 9.00% 6.4x Aa 5x-6x Aa 2.1x A 2.1x BaJV/Fund Business % Revenues 5.00% 0% Aa 0% Aa 0% Aa 0% Aa

Indicated Rating from

Grid100.00% Baa2 Baa1 Baa2 Baa3

Actual Rating Assigned

Baa2 A3 Baa1

According to Moody's grid result GCP is Baa1 for the forward looking analysis. The actual rating assigned by Moody's is Baa2,

lower by 1 notch from the forward looking grid result.

The Board of Directors of GCP has decided to strategically aim for A3/A- rating, and will continue to implement measures to achieve

this target.

46

ANALYST COVERAGE

GCP‘s operations are researched by leading real estate market analysts, who

conduct independent equity research and target price recommendations

Index inclusions:

major FTSE EPRA/NAREIT indices

FTSE EPRA/NAREIT Global

FTSE EPRA/NAREIT Developed

FTSE EPRA/NAREIT Developed Europe

GPR (Global Property Research) 250 Index

Strong buy

recommendation

from S&P Capital

IQ

47

OUTPERFORMING

Basic amount of shares: 153.8 million

Fully diluted amount of shares: 171.9 million

Share price/conversion price throughout the Company’s issuances

Straight Bond Series D Spread over mid-€-swap, remaining 5.5 years

GYC

EPRA Germany (rebased)

Share Price Since First Equity Placement (19.7.2012)

48 48

MACRO FUNDAMENTALS SUPPORT GCP

Sources: Federal Statistical Office, Wiesbaden 2014, www.destatis.de; Federal Statistical Office and the statistical Offices of the Länder, Germany 2014, www.regionalstatistik.de; Federal Statistical Office, Statistisches Jahrbuch 2014; IMF

World Economic Outlook Database October 2014, Unemployment statistics of the European Commission; Landeshauptstadt Dresden, Mietspiegel 2015, www.dresden.de, Deutsche Bank

• From 1991 to 2012 the amount of households increased by 15.3%

• International and domestic immigration trends to cities also support the stronger forecasted increase in the amount of households in cities,

reflected in high rent and price increases mainly in German large cities

German rental yields vs. German 10 year government bond yields(1990 – date)

Average rental yield

Market rental yield

German 10-year yield

With 10 years German bond yielding below 0.5% the German real estate market represents a unique opportunity to generate attractive adjusted risk return

Negative bund yields on one hand coupled with the prospect for rising property prices makes the German Residential sector very

attractive from a risk reward perspective

Annualized growth in rent price index*

House price index in real terms for Germany vs. US, UK, and France

GermanyUS

UK

France

Population in Germany 2012-2014

Population Density (residents per km²)

http://www.dresden.de/

49

APPENDIX

50

HOTELS KEY FINANCIALSThe hotel assets are held through a 89% stake in Prime City Investment

Delivering compelling yields on hotels over the mid-term, while keeping a conservative financial profile

Rental income development (in € million)Adjusted EBITDA and FFO (in € million)

EPRA NAV development (in € million)

51

GERMAN HOTEL MARKET OVERVIEWOvernight stays across all accommodation types in Germany

Rated hotels in Germany by category - 2015

Total:

8,668

Insolvencies in the accommodation services sector# of bankruptcies

€ millionsmillions

Transaction volume of hotel properties

The German hotel market remains highly fragmented despite growing investor interest

52 52

DISCLAIMER

IMPORTANT:

This presentation has been provided for information purposes only and is being circulated on a confidential basis. This presentation shall be used only in accordance with applicable law, e.g. regarding national andinternational insider dealing rules, and must not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by the recipient to any other person. Receipt of this presentationconstitutes an express agreement to be bound by such confidentiality and the other terms set out herein. This presentation includes statements, estimates, opinions and projections with respect to anticipatedfuture performance of the Group ("forward-looking statements"). All forward-looking statements contained in this document and all views expressed and all projections, forecasts or statements relating toexpectations regarding future events or the possible future performance of Aroundtown Property Holdings PLC. or any corporation affiliated with Aroundtown Property Holdings PLC (the “Group”) only representthe own assessments and interpretation by Grand City Properties S.A. of information available to it as of the date of this document. They have not been independently verified or assessed and may or may not proveto be correct. Any forward-looking statements may involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indicationsof whether or not such results will be achieved. No representation is made or assurance given that such statements, views, projections or forecasts are correct or that they will be achieved as described. Tables anddiagrams may include rounding effects. This presentation is intended to provide a general overview of the Group's business and does not purport to deal with all aspects and details regarding the Group.Accordingly, neither the Group nor any of its directors, officers, employees or advisers nor any other person makes any representation or warranty, express or implied, as to, and accordingly no reliance should beplaced on, the accuracy or completeness of the information contained in the presentation or of the views given or implied. Neither the Group nor any of its directors, officers, employees or advisors nor any otherperson shall have any liability whatsoever for any errors or omissions or any loss howsoever arising, directly or indirectly, from any use of this information or its contents or otherwise arising in connectiontherewith. Aroundtown Property Holdings PLC does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of thispresentation.

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