Gateway Real Estate : Q3 statement / Q3 financial report 2025

About this update from Gateway Real Estate Ag

INTERIM MANAGEMENT STATEMENT as of September 30, 2025 AT A GLANCE Key financial indicators in € thousands Financial performance indicators 01/01/-09/30/2025 01/01/-09/30/2024 Revenue 33,500 97,734 Gross profit 99,662 105,431 EBIT adjusted 34,842 46,397 EBT 134,662 1,832 Consolidated profit/loss 132,623 473 Earnings per share in € 0.71 0.00 Financial position and liquidity 09/30/2025 12/31/2024 ratios Total assets 1,307,285 1,272,298 Equity 203,559 70,210 Equity ratio 15.6% 5.5% Cash and cash equivalents 6,165 10,179 Net financial debt 947,657 969,387 Portfolio indicators Average gross development volume 09/30/2025 12/31/2024 (GDV) in € billion Number of projects (as of end of 4 4 March) Financial performance indicators 10 10 For technical reasons, rounding differences may occur in tables and references compared to the mathematically precise values. OVERVIEW OF THE FIRST NINE MONTHS OF 2025 GATEWAY closes the third quarter of 2025 with a consolidated net income EBT amounts to €134.7 million in the first nine months of 2025 Gross development volume ( GDV ) amounts to €3.8 billion as of September 30, 2025 EBIT adjusted reaches €34.8 million in the first nine months of 2025 Earnings per share amount to €0.71 in the first nine months of 2025 Preliminary for 2025: EBIT adjusted of €20-30 million and EBT of €110-120 million ABOUT US Gateway Real Estate AG, together with its subsidiaries, is one of the leading listed developers of residential real estate and urban quarters in Germany, using resource-saving wood construction methods. The focus of our real estate development activities is on sustainability and responsible use of resources. Our aim is to minimize detrimental effects on the environment by following a green building approach. Thus, we make a significant contribution to reducing the carbon dioxide concentration in the Earth's atmosphere. We develop sustainable and modern living quarters using wood construction methods across Germany, primarily in selected high-growth regions. We are committed to the highest level of professionalism and sustainability in project development and to delivering tailor-made risk-optimized solutions, and can rely on an experienced management team. A challenging and sustainable project development that is in line with market needs requires an intense collaboration of specialists that complement and inspire each other. In terms of development, we cover the entire value chain from the acquisition of land and projects through development and construction to the sale of the properties. INTERIM MANAGEMENT REPORT FUNDAMENTAL INFORMATION ON THE GROUP AND STRATEGY Gateway Real Estate AG (in the following also referred to as "GATEWAY", "Company" or "Group", in each case referring to the GATEWAY Group as a whole) is a listed developer of residential real estate in Germany with a market capitalization of around €96 million (as of September 30, 2025). Established in 2006, GATEWAY can look back on extensive expertise in the German real estate market and is currently (as of September 30, 2025) developing real estate with a gross development volume (GDV) of €3.7 billion. In this context, GATEWAY focuses on Germany's selected high-growth areas and covers all of the important steps in the value creation chain of a development project with its own in-house teams. In all of its project developments, GATEWAY pursues the strategy of generating attractive margins and, at the same time, minimizing the project development risk by means of a detailed process management. In fiscal year 2020, the Management Board and the Supervisory Board jointly decided to build residential real estate in future also for the Company's own portfolio (build-to-hold). Since then, in the context of this extended corporate strategy, GATEWAY has been increasingly seeking to develop residential real estate for longterm holding and administration to generate sustainable rental revenues. Accordingly, the Standing Assets and Residential Properties Development segments will be expanded further in the medium term. In 2021, GATEWAY sold all its shares in Development Partner AG and, except for three commercial properties development projects in Berlin, discontinued nearly all its activities in the Commercial Properties Development segment in order to focus its development activities increasingly on the Residential Properties Development segment and develop residential real estate and urban quarters. However, as the necessary shareholder approval could not be obtained, three development projects for commercial properties in Berlin have remained in GATEWAY's ownership and are planned to be sold over time. GATEWAY regularly carries out sensitivity analyses in connection with the calculation and supervision of projects and the related financing arrangements, in which the effects of potential increases in construction costs are examined and suitable countermeasures taken to offset them are reviewed. Upon purchase, all our projects are generally evaluated and analyzed on an individual basis. In order to facilitate a close cost control and management, a regular internal meeting is held each month for each project, with the Management Board also being involved in each case. In connection with all sales of real estate and development projects, the Management Board, in turn, has to liaise with the Real Estate Committee, which consists of two members of the Supervisory Board and must grant its approval for the transaction. When acquiring new plots of land, GATEWAY focuses on space where there are no finally approved zoning or land use plans. This enables GATEWAY to leverage potential value thanks to its long-standing expertise in the process of obtaining planning permissions and to actively determine the planning process for developments early on. GATEWAY's focus as regards land purchases is always on real estate development rather than the speculative resale of undeveloped sites. Accordingly, GATEWAY also lives up to its corporate social responsibility by newly constructing much needed residential space in Germany. In connection with the sale of its development projects, GATEWAY primarily addresses institutional investors, operates on the basis of lean and recurring sales structures and primarily follows a forward sales model pursuant to which properties are sold to investors once the building permit is obtained. GATEWAY then completes the projects, but generates revenue already upon the conclusion of a forward sales contract based on the progress of the construction activities. This strategy, together with contractually agreed payment schedules, enables GATEWAY to generate long-term and stable cash flows from its development projects. GATEWAY is continuing its existing business of holding properties to generate stable and sustainable cash flows in order to diversify risk. BUSINESS DEVELOPMENT The business performance in the third quarter of 2025 was mainly influenced by the successful restructuring of the financing for the Cologne project development. Following the successful conclusion of the negotiations, the Group implemented a comprehensive adjustment of the existing financing structure with all financing partners as well as with the creditor of the outstanding land purchase price instalments by way of notarised agreements. The amended financing terms and the agreed extension resulted in a modification gain of €142.7 million, which had a material impact on the earnings performance of the reporting period and accounted for the majority of consolidated profit of €132.6 million. Operational project development activities were continued as planned during the reporting period. Revenues of €22.7 million were realised in connection with the SoHo Mannheim project. In addition, on 29 July 2025, 89.9% of the shares in MUC Airport Living GmbH were sold for a total purchase price of €20 thousand, and the company was deconsolidated. FINANCIAL POSITION The total assets of the GATEWAY Group as at 30 September 2025 increased by €35.0 million to €1,307.3 million compared with the balance sheet date of 31 December 2024 (€1,272.3 million). On the assets side, current assets increased by €32.9 million to €1,096.7 million. This development was mainly attributable to an increase in inventories of €53.5 million, in particular as a result of capitalised interest of €33.7 million, progress in construction activities amounting to €38.2 million and changes in advance payments made of €6.1 million, offset by value adjustments of €-3.8 million and the derecognition of project costs of €-21.3 million in connection with the forward sale accounting of the SoHo Mannheim project. As a result of the sale of the Halbergmoos investment property by way of a share deal, non-current assets held for sale decreased by €14.6 million. Cash and cash equivalents declined by €4.0 million to €6.2 million. Non-current assets increased slightly by €2.1 million to €210.6 million, mainly due to accrued interest. Accordingly, other non-current financial assets increased by €1.1 million to €84.3 million. On the liabilities side, the Group's non-current liabilities amounted to €275.6 million as at the reporting date (31 December 2024: €180.8 million), with the vast majority relating to non-current financial liabilities of €172.2 million (31 December 2024: €143.7 million). As a result of extension agreements as at 30 June 2025, current financial liabilities of €159.2 million were reclassified to non-current liabilities. Conversely, reclassifications from non-current to current financial liabilities amounted to €73.3 million. In addition, the agreed interest waiver and the extension of material loan terms resulted in a positive modification gain of €143.2 million. This was recognised within finance income and led to a reduction in non-current financial liabilities. Current liabilities amounted to €828.1 million as at 30 September 2025 (31 December 2024: €1,021.2 million). Of this amount, €770.7 million related to current financial liabilities (31 December 2024: €828.3 million). The decrease in current financial liabilities of €112.5 million was mainly attributable to the aforementioned adjustments of maturities. Current trade payables decreased by €63.1 million to €24.9 million (31 December 2024: €88.0 million), primarily due to reclassifications to non-current trade payables in connection with extension agreements as well as the settlement of project-related supplier invoices. Current provisions declined by €3.8 million to €16.3 million. Equity of the GATEWAY Group amounted to €203.5 million as at 30 September 2025 (31 December 2024: €70.2 million). The increase resulted from positive total comprehensive income of €132.6 million. Due to the higher total assets, the Group's equity ratio amounted to 15.6% as at 30 September 2025. CASH FLOWS The cash inflows and outflows recognised in the first nine months of 2025 resulted overall in a decrease in cash and cash equivalents as at 30 September 2025. This development was primarily driven by cash flows from financing activities, which were only partially offset by cash flows from operating activities. In the prior-year period, cash inflows and outflows likewise resulted in an overall decrease in cash and cash equivalents of €3.5 million. The main influencing factor was cash outflows from financing activities in connection with the repayment of the financing for the Hamburg Seevestraße project amounting to €35.0 million. In the same amount, cash inflows were generated from the corresponding disposal within operating activities. However, these cash inflows were reduced by ongoing construction activities and the associated increase in inventories. Condensed cash flow statement: 01/01/- 01/01.- in € thousand 30/09/2025 30/09/2024 inventories, cash inflows of €5.0 million resulted from changes in other financial assets. Net cash used in investing activities mainly comprised cash outflows for investments in investment properties amounting to €-0.9 million. In the prior-year period, cash outflows for investment properties were significantly higher at €-18.5 million and related to the SoHo Mannheim investment property. In the prior year, this was partially offset by cash inflows of €6.8 million from the sale of the investment property in Duisburg. Net cash provided by financing activities amounted to €30.6 million, significantly exceeding the prior-year figure of €20.5 million. Cash inflows from the raising of financial borrowings of €54.1 million were offset by repayments of €-23.4 million. In the prior-year period, cash inflows from borrowings were substantially higher at €98.2 million. These funds were mainly used to finance ongoing construction activities for the SoHo Mannheim project development as well as for the Berlin project developments in the commercial real estate segment. In contrast, loan repayments of €23.4 million had a reducing effect, in particular the repayment of the loan liability in connection with the financing of the Cash flows from -35,000 -12,314 Hamburg Seevestraße project (€25.4 million). operating activities As a result of the cash flows described above, net Cash flows from 340 -11,772 cash decreased by €4.0 million in the first nine investing activities months of 2025, leading to cash and cash equivalents Cash flows from 30,648 20,563 of €6.2 million as at 30 September 2025. At the financing activities previous balance sheet date of 31 December 2024, Net decrease in cash and cash equivalents -4,012 -3,524 cash and cash equivalents amounted to €10.2 million. Cash and cash 10,179 8,121 equivalents as of 01/01 5. FINANCIAL PERFORMANCE Cash and cash equivalents as of the 6,165 4,597 In the first nine months of the 2025 financial year, end of the period Net cash used in operating activities amounted to €-35.0 million in the first nine months of 2025. Compared with the prior-year period, cash outflows increased significantly by €22.7 million. The expansion of inventories amounted to €-57.3 million in the first nine months of 2025 (9M 2024: €-1.1 million). This effect was partially offset by lower interest payments of €-17.2 million, representing a decrease of €7.8 million compared with the prior-year period. In contrast to the significant increase in the Gateway Real Estate AG Group generated revenues of €33.5 million (9M 2024: €97.7 million). These mainly resulted from revenues from the forward sale of construction plot 10 of the SoHo Mannheim project amounting to €22.7 million and from rental income of €10.7 million. Changes in inventories amounted to €50.4 million (9M 2024: €12.9 million) and primarily comprised capitalised construction services and construction period interest totalling €71.9 million. This was offset by the derecognition of project costs of €-21.3 million relating to the SoHo Mannheim project. In the prior-year period, the main offsetting effect resulted from the derecognition of the Hamburg Seevestraße project land amounting to €-35.0 million. Including other operating income, which increased by €3.8 million to €15.6 million (9M 2024: €11.8 million), mainly due to reversals of impairment losses on receivables of €3.1 million and income from the reduction of liabilities of €9.9 million, total output amounted to €99.7 million (9M 2024: €105.4 million). Cost of materials amounted to €43.8 million in the reporting period, representing a decrease of €1.9 million compared with the prior-year period. This primarily comprised production costs of inventories of €40.4 million and operating expenses for rented properties of €3.4 million. Personnel expenses increased by €1.4 million to €4.5 million in the first nine months of the 2025 financial year. The result from the fair value adjustment of investment properties and non-current assets held for sale amounted to €-0.3 million (prior year: €3.8 million). Other operating expenses totalled €16.1 million (9M 2024: €14.0 million) and included impairment losses on loan receivables of €4.1 million (9M 2024: €6.9 million). Overall, GATEWAY generated operating profit of €34.8 million in the first nine months of the 2025 financial year (9M 2024: €46.4 million). Net finance income in the first nine months of the 2025 financial year amounted to €99.8 million (9M 2024: €-44.6 million) and included a modification gain of €143.2 million resulting from the adjustment of material loan terms relating to the financing of the Borussia Köln Deutz project. Finance expenses amounted to €51.0 million (9M 2024: €53.4 million). Finance expenses of €41.0 million (9M 2024: €53.4 million) were offset by finance income of €7.7 million (9M 2024: €8.8 million). As a result of the effects described above, profit before income taxes (EBT) increased to €134.7 million (9M 2024: €1.8 million). After taking into account income taxes of €2.0 million (9M 2024: €-1.4 million), consolidated profit for the first nine months of the 2025 financial year amounted to €132.6 million (9M 2024: €0.5 million). This corresponds to earnings per share of €0.71 (basic, 9M 2024: €0.00) and €0.71 (diluted, 9M 2024: €0.00). Adjusted EBIT amounted to €34.8 million (9M 2024: €46.4 million). REPORT ON RISKS AND OPPORTUNITIES The risks that Gateway Real Estate AG is exposed to within the framework of its business activities, as well as the opportunities arising for the Company were described in detail in the 2024 Annual Report on pages 42-50. In this context, the Group's risk management system was explained, property-specific and company-specific risks and their respective probability of occurrence were presented as well as their potential financial effects were classified based on a risk classification. Overall, the ability of the Group to continue as a going concern is dependent on sufficient liquidity being generated through the scheduled realization of project sales and on unplanned outflows of liquidity being avoided as part of loan extensions. If, contrary to the expectations of the Management Board, a significant portion of the financing that has not yet been extended is not prolonged and, at the same time, the sale of significant projects cannot be realized as planned - in particular not at the intended dates and disposal prices - this would jeopardize the continued existence of the subsidiaries involved in these projects. Any deviations from the measures set forth in the extension agreements could likewise jeopardize the continued existence of the subsidiaries involved in these projects. Due to guarantees and sureties granted as of the reporting date in the amount of €85.5 million, such a development could also have an impact on the parent company and thus on the entire Group. Based on the progress of the projects, the Management Board currently does not anticipate that these guarantees and sureties will be utilized. In this context, we expressly refer to the disclosures in the notes to the 2024 consolidated financial statements in the sections "2.1 Basis of the consolidated financial statements" on page 65, "3.7 Liquidity risk" on page 87, "8.8 Significant events after the reporting date" on page 129 as well as the disclosures in the 2024 Group management report in the sections "3.2.2 Company-specific risks" on page 45 and "3.2.3 Overall assessment of the risk situation" on page 50, where the Management Board describes the existing going concern risks with respect to financing and liquidity. Financial difficulties of other companies may open up opportunities to acquire properties in particularly attractive locations or subject to particularly favorable terms. This would also offer the opportunity to acquire properties at prices that are lower than originally assumed. For further details, we refer to the report on opportunities in the 2024 Annual Report on page 50. REPORT ON EXPECTED DEVELOPMENTS Outlook for the GATEWAY Group By way of an ad hoc announcement dated 31 March 2026, GATEWAY published preliminary and unaudited figures for the fiscal year 2025. Based on these preliminary and as yet unaudited figures, the Management Board expects the fiscal year 2025 to be concluded with earnings before taxes (EBT) in a range of €110-120 million and an adjusted EBIT of €20-30 million. As a result of the disposals carried out, the Management Board expects gross development value (GDV) to decline in 2025. INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2025 IFRS CONSOLIDATED STATEMENT OF FINANCIAL POSITION as of September 30, 2025 ASSETS In € thousands 09/30/2025 12/31/2024 Non-current assets Intangible assets and goodwill 0 0 Property, plant and equipment 0 0 Investment properties 113,828 113,300 Investments accounted for using the equity method 0 0 Other non-current financial assets 84,299 85,027 Deferred tax assets 12,440 12,057 210,567 210,384 Current assets Inventories 948,245 894,739 Trade receivables 817 2,677 Income tax receivables 29 135 Other financial assets 16,542 13,691 Other non-financial assets 59,920 60,913 Cash and cash equivalents 6,165 10,179 Non-current assets held for sale 65,000 79,580 1,096,718 1,061,914 1,307,285 1,272,298 EQUITY AND LIABILITIES In € thousands 09/30/2025 12/31/2024 Equity Subscribed capital 186,764 186,764 Reserves -389,131 -389,131 Retained earnings 419,965 285,973 Non-controlling interests -14,039 -13,396 203,559 70,210 Non-current liabilities Non-current financial liabilities 172,212 143,667 Deferred tax liabilities 39,002 36,741 Other non-current financial liabilities 338 431 Non-current trade payables 64,097 0 275,649 180,839 Current liabilities Other current provisions 16,280 20,035 Current financial liabilities 770,717 883,206 Income tax liabilities 3,765 6,581 Trade payables 24,939 88,039 Other financial liabilities 10,556 7,159 Other non-financial liabilities 1,805 5,629 Non-current liabilities held for sale 0 10,600 828,077 1,021,249 1,307,285 1,272,298 IFRS-CONSOLIDATED STATEMENT OF COMPREHENSIVE INFOME from January 1 to September 30, 2025 01/01.- 01/01.- in € thousands 09/30/2025 09/30/2024 Total Total Revenue 33,500 97,734 Changes in inventories of finished goods and work in progress 50,542 -4,131 Other operating income 15,620 11,828 Gross profit 99,662 105,431 Raw materials and consumables used -43.816 -45.731 Employee benefits expense -4,544 -3,135 Result from the fair value adjustment of investment properties and non-current assets held for sale -323 3,823 Amortization, depreciation and impairment on intangible assets and property, plant and equipment -45 -32 Other operating expenses -16,092 -13,958 Operating profit 34,842 46,397 Finance income Finance income 150,851 8,801 Finance costs -51,031 -53,366 Net finance costs 99,820 -44,565 Profit/loss before tax 134,662 1,832 Income tax expense -2,039 -1,359 Profit/loss for the period 132,623 473 0 0 Total comprehensive income/loss for the period 132,623 473 Attributable to equity holders of the parent company 133,992 557 Attributable to non-controlling interests -1,369 -84 Earnings per share (basic) 0.71 0.00 Earnings per share (diluted) 0.71 0.00 07/01- 07/01- in € thousands 09/30/2025 09/30/2024 Total Total Revenue 9,046 54,390 Changes in inventories of finished goods and work in progress 19,889 -17,020 Other operating income 3,718 10,892 Gross profit 32,653 48,261 Raw materials and consumables used -17,532 -17,126 Employee benefits expense -1,394 -992 Result from the fair value adjustment of investment properties and non-current assets held for sale 0 6,558 Amortization, depreciation and impairment on intangible assets and property, plant and equipment 1 19 Other operating expenses -2,707 -4,816 Operating profit 11,021 31,903 Finance income 2,500 2,736 Finance income -12,230 -18,295 Net finance costs -9,730 -15,559 Profit/loss before tax 1,291 16,344 Income tax expense 100 -676 Profit/loss for the period 1,391 15,668 Other comprehensive income 0 0 Total comprehensive income/loss for the period 1.391 15,668 Attributable to equity holders of the parent company 1,632 14,462 Attributable to non-controlling interests -241 1,206 Earnings per share (basic) 0.71 0.08 Earnings per share (diluted) 0.71 0.08 IFRS CONSOLIDATED STATEMENT OF CASH FLOWS from January 1 to September 30, 2025 01/01/- 01/01/- in € thousand 09/2025 09/30/2024 Cash flows from operating activities Total comprehensive income/loss for the period 132,623 473 Adjustments for: Change in the fair value of investment properties 323 -3,823 Other non-cash income -2,703 -16 Impairment losses 3,846 6,921 Other financial result 0 17 Tax expenses 2,040 1,959 Loss on the disposal of property, plant and equipment 1 0 Loss on the disposal of fully consolidated companies 718 0 Net finance cost -99,820 44,549 Changes in: Inventories -57,306 -1,063 Trade receivables and other receivables 1,759 -142 Other financial assets 4,967 -18,171 Non-financial assets 992 662 Trade payables and other payables 931 -41,110 Non financial liabilities -3,809 186 Other provisions as well as assets and provisions for employee benefits -3,755 -33 Other financial liabilities 4,295 23,508 Interest paid -17,232 -24,984 Income taxes received 108 130 Income taxes paid -2,978 -1,377 Cash flows from operating activities -35,000 -12,314 01/01/- 01/01/- in € thousands 09/2025 09/30/2024 Cash flows from investing activities Cash inflows from the sale of non-current assets held for sale (properties) 0 6,800 Cash outflows for investments in investment properties -851 -18,521 Acquisition of intangible assets 0 -2 Acquisition of property, plant and equipment -16 -49 Disposal of consolidated companies, net of cash disposed of 1,205 0 Cash flows from investing activities 340 -11,772 Cash flows from financing activities Cash inflows from new (financial) loans 54,075 98,175 Payments for lease liabilities -16 -86 Repayments of loans -23,411 -77,526 Cash flows from financing activities 30,648 20,563 Net change in cash and cash equivalents -4,012 -3,524 Cash and cash equivalents as of 01/01 10,179 8,121 Cash and cash equivalents as of the end of the period 6,165 4,597 IFRS-CONSOLIDATED STATEMENT OF CHANGES IN EQUITY from January 1 to September 30, 2025 Equity attributable to equity holders of the parent company in € thousands Subscribed capital Reserves Retained earnings Total Non-controlling interests Total equity Balance as of 01/01/2024 186,764 -389,131 408,361 205,994 7,901 213,895 Restatements in accordance with IAS 8* 0 0 -1,053 -1,503 0 -1,503 Profit/loss 0 0 558 558 -85 473 Balance as of 09/30/2024 186,764 -389,131 407,866 205,499 7,816 213,315 Balance as of 01/01/2025 186,764 -389,131 285,973 83,606 -13,396 70,210 Profit/loss 0 0 133,992 133,992 -1,369 132,623 hange in the scope of consolidation / disposal of shareholdings 0 0 0 0 726 726 Balance as of 09/30/2025 186,764 -389,131 419,965 217,958 -14,039 203,559 *The opening balance of equity as of 1 January 2024 was retrospectively adjusted as part of an error correction in accordance with IAS 8. The comparative information presented reflects the corrected amounts in order to ensure a consistent and comparable presentation. FINANCIAL CALENDAR April 30, 2026 Publication Annual Financial Report May 29, 2026 Publication Quarterly Statement (call-date Q1) August 2026 Annual General Meeting (for the financial years 2024 and 2025) September 30, 2026 Publication Half-yearly Financial Report November 30, 2026 Publication Quarterly Statement (call-date Q3) IMPRINT Publisher Gateway Real Estate AG Hardenbergstr. 28a 10623 Berlin T. +49 30 40 363 47-0 F +49 30 40 363 47-99 [email protected] https://www.gateway-re.de THIS IS A CONVENIENCE TRANSLATION OF THE GERMAN LANGUAGE INTERIM MANAGEMENT STATEMENT AS OF SEPTEMBER 30, 2025 OF GATEWAY REAL ESTATE AG, WHICH IS PROVIDED TO ENGLISH SPEAKING READERS FOR INFORMATIONAL PURPOSES ONLY. ONLY THE GERMAN VERSION OF THIS DOCUMENT IS LEGALLY BINDING. NO WARRANTY IS MADE AS TO THE ACCURACY OF THIS TRANSLATION AND GATEWAY REAL ESTATE AG ASSUMES NO LIABILITY WHATSOEVER WITH RESPECT THERETO.

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