INTERIM REPORTJANUARY–SEPTEMBER01 TO OUR SHAREHOLDERS2020CONTENT02 CONSOLIDATED INTERIMFINANCIAL STATEMENTS03 CONDENSED NOTES01 TO OUR SHAREHOLDERS04 RESPONSIBILITY STATEMENT04Consus Facts & Figures .04Highlights .06Interim Management Report .0802 CONSOLIDATED INTERIMFINANCIAL STATEMENTS122.1Consolidated Statement of Comprehensive Income. 142.2Consolidated Statement of Financial Position . 162.3Consolidated Cash Flow Statement . 182.4Consolidated Statement of Changes in Equity . 2003 CCONDENSED NOTES TO THE INTERIM CONSOLIDATEDFINANCIAL STATEMENTS FOR THE NINE MONTHSENDED 30 SEPTEMBER 202022Holsten Quartier, Hamburg3.1Information on the Company.223.7Selected Explanatory Notes.253.2Business Activities.223.8Segment Information.353.3Accounting Policies.233.9Capital Management.393.4Fair Value Measurements.233.10 Related Parties. 403.5Changes in Accounting Policiesand Other Adjustments.243.113.6Scope of Consolidation.243.12 Events After theReporting Period.42André Poitiers Architekt Stadtplaner RIBA (Image is nonbinding)04 RESPONSIBILITY STATEMENT02Contingent Liabilities andOther Financial Obligations.414303

INTERIM REPORTJANUARY–SEPTEMBER048.6*RESIDENTIALNET FLOOR AREA63%*850 m²GDV IN TOP 9 CITIESIN GERMANY*99%** pro forma for signedUpfront SalesRESIDENTIALPERCENTAGEOF TOTAL NFA* pro forma for signedUpfront Sales* pro forma for signedUpfront Sales1,350 m²** pro forma for signedUpfront SalesThanks to its own construction competence and the digitalisation of construction processes, Consus operates alongthe entire value chain of real estate development. Consus delivers the realisation of projects from planning andexecution to handover, property management and related services throughits subsidiaries Consus RE GmbH andConsus Swiss Finance AG.40** pro forma for signedUpfront SalesAdler Group on its residential development portfolio. As part of the agreement,CONSUS has provided a right to AdlerGroup to allow it to match any offer froma third party on residential developmentprojects worked on together.* pro forma for signedUpfront SalesPROJECT DEVELOPMENTSWITH A GDV OFNET FLOORAREA TOTALbillionEurosConsus Real Estate AG, headquarteredin Berlin, is the leading real estate developer in the top 9 cities in Germany with agross development volume, pro formafor the recently announced disposals, of 8bn. Consus focuses on the development of residential complexes andstandardised multi-storey residentialconstruction, which are sold to institutional investors through forward sales.Adler Group (formerly ADO PropertiesSA), the strategic shareholder of Consus,announced that it intends to change thebusiness strategy of Consus to a buildto-hold approach. Consus has a strategic co-operation agreement with AdlerGroup where it works together withCURRENT REAL ESTATEPORTFOLIO04 RESPONSIBILITY STATEMENTprojectsCONSUSFACTS &FIGURES03 CONDENSED NOTESthousand202002 CONSOLIDATED INTERIMFINANCIAL STATEMENTSthousand01 TO OUR SHAREHOLDERS05

INTERIM REPORTJANUARY–SEPTEMBER01 TO OUR SHAREHOLDERS2020HIGHLIGHTSOF PROJECTDEVELOPMENT02 CONSOLIDATED INTERIMFINANCIAL STATEMENTS03 CONDENSED NOTES04 RESPONSIBILITY STATEMENTStuttgartVAI CAMPUS STUTTGARTClose to the metropolis of Stuttgart,Consus is developing a smart project in aclass of its own. Around the former IBMcampus, designed by the German architectural legend Egon Eiermann, threeneighbourhoods will become a home formore than 3,000 people.Inspired by naturally grown Old Townareas, these will be enjoyable and comfortable spaces for their residents. Shops,restaurants and cafés complete the complex and make it an organic urban residential area committed to the idea of afuture worth living in.DüsseldorfBENRATHER GÄRTENIn Düsseldorf, the plot formerly occupiedby the Outokumpu steel mill is being developed into a green urban complex withresidential and commercial areas. Closeto the Baroque-style Benrath Palace, theBenrather Gärten will provide modern,urban housing in the centre of the RhineRuhr metropolitan region.Steidle Architekten (Image is nonbinding)HamburgHOLSTEN QUARTIER Schellenberg & Bäumler Architekten - Lindenkreuz Eggert (Image is nonbinding)06At the former site of the traditional Holsten Brewery in Hamburg, Consus isdeveloping a hip and urban neighbourhood, in which offices, restaurants, retailand over 1.000 apartments are beingbuilt. The neighbourhood creates muchneeded living space in the Hanseaticcity and breathes new life into thehistoric site.The Holsten brewery is located in theheart of Hamburg’s Altona-Nord district.This area is home to the Neue Mitte Altona, a district development and reorganisation of the Hamburg-Altona railwayjunction. In many streets you can still findmagnificent buildings from the Wilhelminian period. The development areaoffers the opportunity to redesign thecentre of the district next to the NeueMitte Altona.07

INTERIM REPORTJANUARY–SEPTEMBER01 TO OUR SHAREHOLDERS202002 CONSOLIDATED INTERIMFINANCIAL STATEMENTS03 CONDENSED NOTES04 RESPONSIBILITY STATEMENTINTERIMMANAGEMENTREPORTKEY EVENTS DURING THE REPORTING PERIODIn the third quarter of 2020, Consus Real Estate AG(“Consus”) continued to operate the business through thechallenges of the coronavirus pandemic. Total income of 705.6 million increased year-on-year by 34.4%. Our keyperformance indicator, EBITDA pre-PPA and pre-one-offs(Adjusted EBITDA), reached 193.2 million leading to an adjusted EBITDA pre-PPA margin of 27.4%. The company reports its figures on a pre purchase price allocation (‘PPA’)and pre-one-off basis in order to remove the accountingimpact of the acquisitions and highlight the underlyingbusiness performance. LTM Adjusted EBITDA reached 252.5 million, reflecting the challenging economic conditions in 2020.On 29 June 2020, Adler Group S.A. (formerly ADO Properties SA) (“Adler”) announced that it had exercised its calloption to acquire control of Consus followed by an announcement on 6 July 2020 that they had successfullyclosed the call option and acquired control with a currentstake of approx. 65%.In line with the ongoing integration of operations andstreamlining of its group structure, Consus completed theacquisition of the remaining 25% minority stake (on a fullydiluted basis) in Consus RE AG (formerly CG Gruppe AG)(“Consus RE”) in July 2020. Subsequently, Consus RE became a wholly-owned subsidiary of Consus and its legalstructure was converted to a limited liability company(GmbH) as a further milestone to optimise and simplify thegroup.08CEO Andreas Steyer and CFO Benjamin Lee left the Management Board of the company on 11 July 2020 and on 26July 2020 respectively. Andreas Steyer has led the company with strategic straightforwardness and consistency, andBenjamin has financed the strategy and positioned it expertly and sustainably with investors.Adler announced its intention to change the Company’business strategy to focus on build-to-hold as part of thecombined group. Under the revised business strategy,Consus expects that certain forward sales and upfront salescurrently planned for 2020, which would have contributedto the Company’s 2020 results, will not be undertaken. Forthis reason, Consus has withdrawn its guidance of anAdjusted EBITDA of approx. EUR 450m for 2020.Consus is pleased to continue achieving growth and strategic transformation against the backdrop of challengingeconomic conditions.PORTFOLIO DEVELOPMENTConsus is the leading residential real estate developer inGermany’s top 9 cities with a portfolio of 10.6 billion as at30 September 2020 across 48 projects. The closing of theacquisition of the large-scale development project ‘GrandCentral’ in the city centre of Düsseldorf resulted in a GDVincrease of 0.6 billion. Pro-forma for the announcedupfront sales, the GDV of the portfolio will be 8.6 billionacross 40 projects. Following these upfront sales,Consus will have increased its proportion of residential in developments to over 63%, and its remaining developmentportfolio of GDV 8.6 billion is almost exclusively in Germany’s top 9 cities, with 92% of GDV in Germany’s top 7 cities.Gross Asset Value (GAV) according to IFRS amounted to 2.92 billion and the company’s market gross asset value(Market GAV) 3.58 billion (year end 2019: 3.62 billion)both reflecting the deconsolidation of the upfront sale announced on 8 May 2020; no adjustments were made forgeneral market values. Pro forma for the other disposal,Market GAV is estimated to be 3.1 billion as at 30 September 2020.DEVELOPMENT OF INCOME STATEMENT ITEMSTotal income– Income from letting activities– Income from real estate inventory disposed of– Income from property development– Income from service, maintenance and management activitiesChange in project-related inventoryOverall performanceEBITDA (Earnings before interest, taxes,depreciation and amortisation)Adjusted EBITDA (pre PPA and one-off expenses)Adjusted EBITDA marginFinancial resultConsolidated net incomeQ1–3 2020in k 3 2019in k gein %34.4%-27.1%84.7%-2.4% %n/a09

INTERIM REPORTJANUARY–SEPTEMBER01 TO OUR SHAREHOLDERS2020RESULTS FROM OPERATIONSIn the first nine months of 2020, the Group generated a total income of 705.6 million (Q1–3 2019: 525.0 million)with an overall performance of 622.1 million (Q1–3 2019: 608.7 million).Revenues from letting activities provided 10.0 million(Q1–3 2019: 13.7 million) and remained on a stable lowerlevel as a non-core business of Consus. The AdjustedEBITDA (pre-purchase price allocation and one-off expenses) amounted to 193.2 million at the end of the third quarter of 2020 (Q1–3 2019: 285.2 million), based off a reportedEBITDA of 158.4 million (Q1–3 2019: 220.2 million). TheEBITDA contribution came mainly from the developmentprojects and capitalised interest, with a small contributionfrom letting and services activities.Other operating expenses amounted to 56.0 million in thefirst nine months and are higher than in the same period of2019 ( 48.8 million) due to increased expenditures forstrategic transformation initiatives such as the integrationprograms. The Consolidated Net Income of -37.2 million inthe first nine months of 2020 (Q1–3 2019: 29.3 million) wasmainly caused by higher construction expenditures as wellas financial expenses.payments on land and invests and others. Prepayments related to land and construction increased as projects wereforward sold and constructed, demonstrating the strengthof our forward sale focused business model.Total financing liabilities increased to 3,006.7 million (31December 2019: 2,850.5 million), not reflecting the (preliminary) purchase price receivable of 339.7 million fromthe Gröner upfront sale. After considering this receivable,total financing liabilities decrease to 2,666.9 million andare below the level of year end 2019. Net debt increased to 2,876.9 million (31 December 2019: 2,699.9 million) mainly caused by lower amount of debt outstanding to financialinstitutions, which decreased by 540.4 million, but higheramount of debt outstanding to our shareholder Adler, whichwere not available at year end 2019, amounting to 696.5million. The Adler loans will have a very positive impact onour future financial result, because of materially lower interest rates than from financial institutions. In addition, thepreliminary purchase price receivable of 339,7 million fromthe Gröner upfront sale had not been received as per thereporting date. The majority of this amount will be used tofurther reduce the debt to financial institutions in Q4 2020.After deducting the preliminary purchase price receivablepro forma net debt is 2,537.2 million. Total equity amounted to 1,035,018 million (31 December 2019: 1,064.4 million) at the reporting date.BALANCE SHEET REVIEWCASHFLOWThe balance sheet remained stable with total assets onlyslightly decreasing from 4.76 billion as at year-end to 4.75 billion as at 30 September 2020. Investment properties decreased from 384.0 million as at year end to 99.7million driven by the announced divestments in Q2 2020.Financial assets increased to 168.4 million from 104.7 million as at 31 December 2019 mainly caused by reclassification of receivables from related parties and a higher amountof restricted cash with a term of more than 3 months. Totalcontract assets net of contract liabilities increased to 408.4 million from 282.0 million as of 31 December 2019reflecting work in progress on existing forward sales, withprepayments related to forward sales increasing from 483.1 million as of 31 December 2019 to 539.2 million.Total cash, restricted and unrestricted decreased from 150.6 million at year end 2019 to 129.8 million as of 30September 2020 caused mainly by the increase in prepayments received and net proceeds from borrowings as wellas cash consumption in operations in Q1–3 2020.As of 30 September 2020, Consus Group has received atotal of 865.4 million (31 December 2019: 788.9 million) inprepayments from forward sales including advanced10Consus’ net cashflow from operating activities amounted to -108.8 million as of 30 September 2020 (Q3 2019: 123.3million), reflecting the ramp-up of construction businessand lack of forward sales in the quarter. Investing cash flowwas -48.6 million, primarily reflecting capex spend. Froma financing perspective, 713.2 million of debt was repaid,with a further 971.3 million being raised as the companyrefinances its project debt. The material refinancing ofexpensive third-party debt through loans from the newmajority shareholder Adler Group resulted in a significantreduction of the average interest rate.RECENT DEVELOPMENTSThe Annual General Meeting of Consus Real Estate AG washeld in Berlin on October 15, 2020 as a virtual event due tothe coronavirus pandemic. All resolutions of the agendahave been approved by a large majority, thus providing fullsupport for the company’s strategy.02 CONSOLIDATED INTERIMFINANCIAL STATEMENTS03 CONDENSED NOTESOUTLOOKConsus continues to believe that German residential realestate in the top 9 cities will prove to be one of the mostrobust asset classes despite the coronavirus pandemic. Theproportion of Consus’ GDV within the top 9 cities hasincreased during the year and now stands at 99%.The second wave of the Coronavirus pandemic infectionsstarted in Q3 2020. Consus cannot conclusively assess theeffects on Consus from the impact on the overall economicand industry-related developments by the coronavirus.Consus will continue to assess any potential macroeconomic and industry-related impacts as well as anyimpact on the Group’s business, either directly or fromreduced economic visibility, and will update the market asappropriate.RISK MANAGMENTSince March 11, 2020, the coronavirus has been classified asa pandemic. A pandemic is an epidemic that spans multiplecountries and continents. The World Health Organization(WHO) anticipates a further increase in the number of cases and possible deaths, as well as the number of countriesaffected, and expresses concern about the spread andseverity of the diseases. In the meanwhile, the second waveof the coronavirus justify these concerns. The situation isconsidered being very serious on part of the company.If the coronavirus is suspected or occurs among Consusemployees, service providers or suppliers, there may bedelays on the construction sites of our projects.04 RESPONSIBILITY STATEMENTThis also entails increased financial, financing and liquidityrisks as well as risks in the project development phases, the area of financing, completion and sale of the Consus'projects. The completion can be delayed due to the lack ofavailability of materials or of our own as well as employeesof subcontractors, e.g. because the entry to Germany isprevented by closing the borders. Delayed completions canlead to later cash flows under forward sales contracts orthose from condominium sales. There is also a risk ofincreasing building costs. Upfront sales can be delayed dueto economic uncertainty and sales prices achieved may decline. Fundamentally, willingness to invest can also diminishin the economic environment shaped by the coronavirus.The coronavirus pandemic is currently being successfullyaddressed in Germany; however, there is no certainty onwhether the incidence of coronavirus will increase againand on the overall impact of the economy and on Consus.Consus continues to actively assess the risks and potentialactions.Otherwise, the risk profile of Consus remains materially unchanged and in line with the risks and opportunities outlined in our Consolidated Financial Statements and GroupManagement Report dated 31 December 2019. However, thematerial upfront sales of development projects in 2020 aswell as refinancing of debt based on loans from the newmajority shareholder Adler Group resulted in additional significant reduction of the average interest rate.Berlin, 27 November 2020The Management Board has assessed the risk from the further spread of the pandemic and the effects on the asset,financial and earnings situation as relevant. An internal crisisteam has been established to decide on all necessary measures to be taken and to be managed. The managers andemployees of the Consus Group have been informed andinstructed about precautionary measures and specificmeasures to be taken in the event of suspected or occurringillness.The outbreak of the coronavirus and its rapid spread acrossmany countries and continents has led to a change in certain risk estimates made by the Management Board as ofDecember 31, 2019. At the moment, Consus cannot conclusively assess the effects on Consus from the impact on theoverall economic and industry-related developments by thecoronavirus, but has assumed that the risks in this risk category have generally increased.11


INTERIM REPORTJANUARY–SEPTEMBER01 TO OUR SHAREHOLDERS20202.102 CONSOLIDATED INTERIMFINANCIAL STATEMENTS03 CONDENSED NOTES04 RESPONSIBILITY STATEMENTCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMENoteIncome from letting activities3.7.1Income from real estate inventorydisposed ofIncome from property development3.7.2Income from service, maintenance andmanagement activitiesTotal incomeChange in project related inventoryOverall performanceExpenses from letting activitiesCost of materials3. income from the remeasurement ofinvestment propertiesOther operating incomePersonnel expensesOther operating expenses3.7.3EBITDA (Earnings before interest,taxes, depreciation and amortisation)Depreciation and amortisationEBIT*(Earnings before interest and taxes)Financial incomeFinancial expensesEBT (Earnings before taxes)Income tax expensesNet income (Earnings after taxes)from continued /2020(unaudited)01/07/–30/09/2019*(unaudited)in k 9,990in k 13,702in k 1,631in k 026-1,916-136,267Of the total comprehensive incomefrom continuing operations for the period, the following is attributable to:Total comprehensive income for theperiod attributable to shareholders ofthe parent company arising Discontinued operationsNet income (Earnings after taxes)from discontinued operationsConsolidated net incomeOther comprehensive incomethereof non-recyclingthereof will be reclassified to profitor lossTotal comprehensive 2019*(unaudited)in k in k in k in k 7-Of the net income from continuing operations for the period, the followingis attributable to:Non-controlling interestsShareholders of the parent companyNon-controlling interestsShareholders of the parent companyContinuing operationsDiscontinued operationsTotal comprehensive income for theperiod attributable to non-controllinginterests arising from:Continuing operationsDiscontinued operationsEarnings per share from continuedoperations (basic) in EUR3.7.6-0.230.10-0.360.11Earnings per share from continuedoperations (diluted) in EUR3.7.6-0.230.09-0.360.10* Prior year figures adjusted (3.5.2)* including interest expenses that are capitalized in accordance with IAS 23 (refer to note 3.7.2)1415

INTERIM REPORTJANUARY–SEPTEMBER01 TO OUR SHAREHOLDERS20202.203 CONDENSED NOTES04 RESPONSIBILITY STATEMENTCONSOLIDATED STATEMENT OF FINANCIAL POSITIONNoteNon-current assets:Investment propertyProperty, plant and equipmentRight-of-use assetsGoodwillOther intangible assetsInvestments accounted for using the equity methodReceivables from related partiesFinancial assetsOther assetsContract assetsTotal non-current assetsCurrent assets:InventoryTrade and other receivablesReceivables from related partiesTax receivablesFinancial assetsOther assetsContract assetsCash and cash equivalentsAssets held for saleTotal current assetsTotal Assets1602 CONSOLIDATED INTERIMFINANCIAL k in k (unaudited)31/12/2019in k in k Equity:Subscribed capitalCapital reservesOther ReservesNon-controlling interestsTotal 82877,132-81,606132,2861,064,394Non-current liabilities:Financing liabilitiesProvisionsPrepayments receivedLiabilities to related partiesOther liabilitiesDeferred tax liabilitiesTotal non-current 99353,1661,861,1544,755,315Current liabilities:Financing liabilitiesProvisionsTrade payablesLiabilities to related partiesTax payablesPrepayments receivedOther liabilitiesContract liabilitiesLiabilities included in a disposal group classified as held for saleTotal current liabilitiesTotal equity and liabilities3.

INTERIM REPORTJANUARY–SEPTEMBER01 TO OUR SHAREHOLDERS20202.3Operating activities:Net profitTax expenseProfit (loss) before taxAdjustments to reconcile profit before tax to net cash flows:Depreciation and impairment of property, plant and equipmentAmortisation and impairment of intangible assetsDepreciation on right-of-use assetValuation gains on financial assetsValuation gains on investment propertyFinancial incomeFinancial expensesOther non-cash adjustments3. capital adjustments:Decrease/(increase) in rent and other receivablesDecrease/(increase) prepayments, accrued incomeand other assetsDecrease/(increase) in inventories and contractual assets(Decrease)/increase in prepayments on development projectsDecrease/(increase) in investment property1803 CONDENSED NOTES04 RESPONSIBILITY STATEMENTCONSOLIDATED CASH FLOW STATEMENTNote*02 CONSOLIDATED INTERIMFINANCIAL 0/09/2019*(unaudited)in k in k eInvesting activities:Acquisition of consolidated entities, net of cash acquiredPurchase of investment propertyLoans grantedCapital expenditure on investment propertyProceeds from the sale of PPE & intangiblesExpenditure on other fixed assetsInterest receivedChange in financial assetsNet cash flow from investing activitiesFinancing activities:Proceeds from borrowingsRepayment of borrowingsAcquisition of additional shares in consolidated entitiesPrincipal elements of lease paymentsInterest paidNet cash flow from financing activitiesCash effective change in cash and cash equivalentsfrom discontinuing 3-34,377(Decrease)/increase in trade, other payables and accruals,contractual liabilities and other liabilities-240,93819,546Income tax paidNet cash flow from operating activities-3,664-108,7922,695123,354Net increase/(decrease) in cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalentsCash and cash equivalents at the beginning of the yearCash and cash equivalents at 31 December /–30/09/2019*(unaudited)in k in k 0,613129,76566,76291,603158,365Prior year figures adjusted (3.5.2)Prior year figures adjusted (3.5.2)19

INTERIM REPORTJANUARY–SEPTEMBER01 TO OUR SHAREHOLDERS20202.403 CONDENSED NOTES04 RESPONSIBILITY STATEMENTCONSOLIDATED STATEMENT OF CHANGES IN ingsOtherreserves01/01/2020Profit for the periodOther comprehensive incomein k 136,582-in k 877,132-in k -44,059-33,034-in k -36,149-01/01/2019Profit for the periodOther comprehensive incomeTotal comprehensive incomefor the period---33,034-Total comprehensive incomefor the periodConversion Notice Convertible Loan----Conversion Notice Convertible LoanTransactions with minority shareholders withoutchange of control----Transactions with minority shareholderswithout change of controlConsolidation of entities withminority interest----Consolidation of entities withminority 36,744-172,893OCIin k -1,3978080-Totalin k 932,108-33,03480-32,954-NCIin k 132,286-4,190-4,190-Total Equityin k 10Deconsolidation of entities with minority interestEffects from PPA finalisationShare transferReversal of guaranteed dividend30/09/202001/01/2020Profit for the periodOther comprehensive incomeTotal comprehensive income for the periodConversion Notice Convertible LoanTransactions with minority shareholderswithout change of controlConsolidation of entities with minority interestDeconsolidation of entities with minority interestEffects from PPA finalisationShare transferReversal of guaranteed dividend30/09/2020By exercising the authorized capital with resolution of 17June 2020, the company increased its share capital by 24,750,000 to 161,331,507 by issuing a total of 24,750,000bearer shares with a proportionate amount of the sharecapital of 1.00 per share. The difference to the selling priceof 10.00 per share is reflected in the capital reserve andamounts to in total 222,750,000.2002 CONSOLIDATED INTERIMFINANCIAL in k 134,040-in k 904,233-in k -24,50014,089-in k 18-10,4111,335-7,31401/01/2019Profit for the periodOther comprehensive incomeOCIin k -1,828439Totalin k 1,003,29514,089439NCIin k 148,60015,237-Total Equity*in k 1,151,89529,326439Total comprehensive incomefor the period3.5Note43914,52815,23729,765Conversion Notice Convertible Loan-18,977-18,977Transactions with minority shareholderswithout change of control--57,051-9,879-66,930Consolidation of entities withminority interestEffects from PPA finalisation30/09/2019*Capitalreserves2,541Effects from PPA rior year figures adjusted (3.5.2)The increase in minority interests results from the first-timeconsolidation of 11 new entities (Grand Central). Die deconsolidation of minority interests is a correction in presentation in relation to the purchase of the non-controlling interests in Consus RE GmbH in Q2 2020.21


3.3 Accounting Policies . 23 3.4 Fair Value Measurements. 23 3.5 Changes in Accounting Policies . Close to the metropolis of Stuttgart, Consus is developing a smart project in a class of its own. Around the former IBM . closed the