Hamborner REIT : AGM Invitation & Agenda 2024

Agenda

Including proposed resolutions

1. Presentation of the endorsed annual financial statement and the approved IFRS separate financial statement dated

31 December­ 2023, the summary of the management report for the 2023 financial year in accordance with commercial law and IFRS, and the report of the Supervisory Board for the 2023

financial­ year

The Supervisory Board approved the annual financial statement and the IFRS separate financial statement on 7 March 2024. The annual financial statement is therefore adopted in accordance with section 172(1) AktG. No resolution of the Annual General Meeting on agenda item 1 is expected, in accordance with the applicable legal provi- sions. The management report also includes the explanatory report of the Management Board on the details specified in section 289a of the Commercial Code (HGB).

2. Use of the net retained profit

The Management Board and Supervisory Board propose that the net retained profit of HAMBORNER REIT AG for the 2023 financial year of €39,044,807.04 be used as follows:

Distribution of a dividend of €0.48 per share on the share capital ­entitled to dividend payments, resulting in a distribution to shareholders of €39,044,807.04 based on 81,343,348 shares entitled to dividend payments.

The dividend shall be payable by Tuesday, 30 April 2024.

The number of shares entitled to dividend payments may increase or fall by the time of the Annual General Meeting if the company purchases treasury shares. In this case, an amended proposal regarding use of the net retained profit shall be submitted to the Annual ­General Meeting where the dividend amount per share remains the same.

Since a part of the dividend, €0.27 per share, is paid from the capital account for tax purposes within the meaning of section 27 of the German Corporation Tax Act (KStG) (capital contributions not paid in to nominal capital), the dividend is paid partly without deduction of capital gains tax and solidarity surcharge. The payment of the ­remaining dividend of €0.21 per share is made after deduction by the depositary bank of 25% capital gains tax and 5.5% solidarity surcharge on the amount of capital gains tax (26.375% in total) and church tax if applicable.

3. Discharging the Management Board for the 2023 financial year

The Management Board and Supervisory Board propose the following resolution:

The members of the Management Board who served for the 2023 financial year will be discharged for this period.

The Management Board and Supervisory Board propose the following resolution:

The members of the Supervisory Board who served for the 2023 ­financial year will be discharged for this period.

5. Appointment of an auditor for the annual accounts and general auditor for audit reviews for the 2024 financial year

On the recommendation of the Audit Committee, the Supervisory Board proposes that the audit firm PricewaterhouseCoopers GmbH, Düsseldorf, be appointed as auditor for the annual accounts for the 2024 financial year and general auditor for audit reviews of the half- year financial report and the quarterly interim reports for the 2024 financial year.

In accordance with Article 16(2) subparagraph 3 of the EU Statutory Audit Regulation (Regulation (EU) No 537/2014 of the European ­Parliament and of the Council of 16 April 2014), the Audit Committee states that its recommendation is free from undue influence by a third party and that no clause restricting the choice of the statutory auditor (Article 16(6) EU Audit Regulation) has been imposed on it.

Section 162 AktG requires that the Management Board and Supervisory Board prepare a remuneration report and present it to the ­Annual General Meeting for approval in accordance with section 120a(4) AktG.

The company's remuneration report was audited by the auditor ­pursuant to section 162(3) AktG to verify whether the required

disclosures­ pursuant to section 162(1) and (2) AktG have been made. The opinion on the remuneration report audit is attached to the ­remuneration report.

The Management Board and Supervisory Board propose that the ­remuneration report for the 2023 financial year, prepared and audited pursuant to section 162 AktG, be approved.

The remuneration report is printed with this notice convening the Annual General Meeting in the 'Reports' section below the agenda, and will also be accessible via our website www.hamborner.de/en/general-shareholder-meeting once the Annual General Meeting is convened. It will also be available there during the Annual General Meeting.

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Remuneration report under agenda item 6

The following remuneration report explains the basic principles of the remuneration system for members of the Management Board and Supervisory Board of HAMBORNER REIT AG ("HAMBORNER"),

maintained in future. The company will continue to monitor market developments and suggestions from investors in the years ahead.

There may be minor rounding differences in the totals and percentages in this report.

The following sets out guidelines regarding remuneration of the ­Management Board at HAMBORNER:

LEITLINIEN FÜR DIE VERGÜTUNG DES VORSTANDS

and ­describes the remuneration level and structure granted and owed for officers for the 2023 financial year. Remuneration is considered to have been granted in the financial year in which the activity underlying­ the remuneration has been performed in full and the ­service period has ended. Remuneration is considered owed when the company has a legally existing obligation to the officer which is due but not yet fulfilled.

The report is compiled in accordance with the specifications of

section­ 162 of the German Companies Act (AktG), set into German Law through the implementation of the Second Shareholders' Rights ­Directive ("ARUG II").

For the Management Board and Supervisory Board of HAMBORNER, the principles of transparent corporate governance are essential for promoting and strengthening the confidence of national and international investors and customers, employees and the public at large in the management and monitoring of the company. Remuneration ­systems and the remuneration report take into account the basic principles, recommendations, and suggestions of the German Corporate Governance Code (GCGC).

The remuneration report for 2022 was presented for approval at last year's Annual General Meeting on 27 April 2023. No changes were made to the remuneration system in view of the approval rate of 87.67% for this agenda item. Despite this, additional information was added in several places in this year's report in the interest of trans- parency. The high degree of transparency in the presentation of Management Board and Supervisory Board remuneration is to be

I. Remuneration of the Management Board in the 2023 financial year

1. BASIC PRINCIPLES

The remuneration system for the Management Board makes a vital contribution to implementation of the corporate strategy, which is designed to increase the company's value in the long term and short term while also offering attractive annual dividends. The variable

remuneration­concept, which uses the HAMBORNER central key ­control parameters as performance criteria, is predominantly share- based and is structured according to a multi-year measurement

principle­ . The Supervisory Board also uses ESG goals (environment, social, governance) to implement the sustainability strategy in the remuneration system as part of short-term variable remuneration, and therefore ensures that the Management Board considers key ­aspects of the corporate strategy, namely sustainable and profitable

growth in tandem­ with increasingly important sustainability and ­climate change policies.

At the same time, members of the Management Board are appropriately remunerated based on their performance and their area of ­activity and responsibility. On the one hand, special achievements should be appropriately rewarded, while on the other the failure to achieve targets should result in a tangible reduction in remuneration, in line with the pay-for-performance concept.

Promotion of company strategy

Performance focus ("Pay for performance")

Focus on sustainable, long-term development

Appropriateness of remuneration­

Alignment of interests

Transparent structuring

• Performance criteria based on core key
  performance­indicators that are aligned with the desired corporate development
• Payment of the variable remuneration depends on performance against adequate and ambitious targets.
• No variable remuneration is paid if the targets are missed by a significant margin.
• Focus on achieving long-term financial objectives and consideration of ESG targets to strengthen the sustainable long-term development of
  HAMBORNER
• Appropriate ratio between remuneration and the duties and performance of the respective Board Member as well as the economic and financial situation and development of HAMBORNER
• Remuneration structured taking the interests of shareholders and other stakeholders into
  reasonable­ account
• Majority of variable remuneration linked to
  performance­of the HAMBORNER share
• Obligation to buy and hold HAMBORNER shares
• Structuring of the remuneration system is logical and transparent for shareholders and other stakeholders­
• Transparent presentation of remuneration and targets

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The following provides an overview of remuneration elements for the 2023 financial year:

3. REMUNERATION ELEMENTS IN DETAIL

3.1. Fixed remuneration elements 3.1.1. Fixed remuneration

The fixed remuneration is a set remuneration that is aligned with the area of responsibility and the experience of the respective member of the Management Board, and is paid out in twelve monthly ­instalments. The annual fixed remuneration for Mr Karoff is €390 thousand and for Ms Verheyen €245 thousand.

3.1.2.  Benefits

The members of the Management Board shall receive benefits in the form of benefits-in-kind and other benefits. This refers mainly to the provision of an appropriate company car for business and private use, accident insurance and pension, health and nursing care ­insurance subsidies.

In the 2023 financial year, benefits for Mr Karoff came to €22 thou- sand, and for Ms Verheyen to €26 thousand.

3.1.3. Pension contributions or pension allowance

According to the 2020 remuneration system, HAMBORNER provided Management Board members with an annual cash amount (self-­ provision payment) for the duration of the service agreement to fund a private pension. The members of the Management Board may ­freely decide how this amount is to be used. The amount for Mr Karoff was €60 thousand p.a. and for Ms Verheyen €30 thousand p.a. A company pension scheme is not granted.

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3.2. Variable remuneration elements 3.2.1. Short-termvariable remuneration (STI)

The short-term variable remuneration (STI) offers incentives for the operational implementation of the company strategy in a specific ­financial year. The STI target amount for 2023 was set for Mr Karoff when he was appointed at €200 thousand p.a. and for Ms Verheyen at €125 thousand p.a.

Alongside financial performance criteria, the Supervisory Board does not implement financial performance criteria which is considered when calculating the payment using a criteria-based adjustment ­factor (modifier).

The STI payment amount is calculated by multiplying the target amount in euros by the overall target achievement. The overall target achievement is in turn calculated from the two financial criteria of funds from operations (FFO) per share (60% weighting), and occu-

pancy rate (40% weighting). The targets achieved within these crite- The STI is represented as follows in the overview:

OVERVIEW OF STI

Overall target achievement: 0-150%

Funds from operations (FFO) per share

The FFO represents a key performance indicator for assessing operating performance and is used by HAMBORNER as an important control parameter. HAMBORNER strategy provides for the focusing of the corporate governance on this indicator, among others. FFO is used in value-oriented corporate management to show the generated funds that are available for investment, repayment and dividend distributions to shareholders in particular.

At the start of the 2023 financial year, the Supervisory Board set a target value of €0.62 for FFO per share. If the defined target value for the FFO per share is achieved, target achievement is 100%.

If the actual number of shares does not correspond to the budget for the financial year at the end of the year, the number of shares from the budget will still be used to calculate the target achievement for the FFO.

A lower threshold of €0.56 (-10% deviation from target) and an

upper­ threshold of €0.74 (+20% deviation from target) was set for FFO per share. If the FFO per share is under the lower limit, target achievement is 0%. If the lower threshold is reached, target achievement is 50%. If the upper threshold is reached or exceeded, target achievement is 150%. A rise in FFO per share above the upper threshold does not mean that target achievement is increased. Target

Target amount

in €

x

Modifier =

ESG & individual and / or

collective targets

Disbursement

amount in €

(Cap: 150% of the

target amount)

achievement between the set thresholds and the target value is ­determined by means of linear interpolation.

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The FFO per share achieved in accordance with the above-mentioned targets set was €0.67 in the 2023 financial year, resulting in target achievement of 120.2% in the 2020 remuneration system.

The following­ figure provides an overview of the target achievement for the FFO per-share performance criterion in the 2023 financial year:

TARGET ACHIEVEMENT FOR FFO PER SHARE IN THE 2023 FINANCIAL YEAR

Occupancy rate

The occupancy rate specifies the share of leased units or vacant space in properties within the company portfolio. HAMBORNER ­calculates a period-based vacancy rate here, expressed using target rent for the vacant space as a proportion of total target rent. In an additional calculation for the economic vacancy rate, the rental losses for vacancies are adjusted for contractual rent guarantee claims.

HAMBORNER has generated stable rental income in recent years with a regionally diversified portfolio and a high occupancy rate by market standards. Implementing occupancy rate in the STI should provide an incentive to maintain the occupancy rate at a high level.

FFO per share

Target amount

Actual

Deviation in %

Target achievement

€0.62

€0.67

8.1%

120.2%

At the start of the 2023 financial year, the Supervisory Board set a target value of 97.18% occupancy rate. A lower threshold of 96.18% (-1 percentage point deviation from target) and an upper threshold of 98.18% (+1 percentage point deviation from target) were also set. Target achievement is 100% when the set target is achieved. If the achieved occupancy rate falls short of the lower threshold, target achievement is 0%. If the lower threshold is reached, target achievement is 50%. If the upper threshold is reached or exceeded, target achievement is 150%. A rise in occupancy rate above the upper threshold does not mean that target achievement is increased

further­ . Target achievement between the set thresholds and the ­target value is determined by means of linear interpolation.

The occupancy rate in 2023 was 97.35% 1, resulting in target achievement of 108.5 % in the 2020 remuneration system.

The following figure provides an overview of the target achievement for the occupancy rate performance criterion in the 2023 financial year:

Criteria-based adjustment factor (modifier)

The criteria-based adjustment factor (modifier) enables the Supervisory Board to assess the individual and collective performance of the Management Board and achievement of ESG goals (environmental, social, governance) in addition to target achievement in the financial performance criteria of FFO per share and occupancy rate. Assessment criteria are set by the Supervisory Board at the start of each ­financial year. They are defined in line with the company strategy, and may include strategic projects as well as operating measures. The modifier ranges between 0.8 and 1.2.

The Executive Committee, the Nomination Committee and the full Supervisory Board discussed the measurement criteria for target achievement when setting the modifier in the reporting year. For the 2023 financial year, the Supervisory Board set as the measurement criteria for Mr Karoff's modifier the development of a decarbonisation strategy (including an interim target and short- to medium-term measures), plus the monitoring of energy costs, the completion of preparatory measures for sustainability reporting and the Taxonomy Regulation, and the development of a programme for managers and high potentials.

For Ms Verheyen's modifier, the Supervisory Board set as the measurement criteria the development of a decarbonisation strategy (including­ an interim target and short- to medium-term measures), plus the monitoring of energy costs, the development of an IT and digitalisation strategy (including interim targets and measures), and the restructuring and reorganisation of the operating property management units in the spirit of a holistic management approach.

Following the end of the financial year, the Executive Committee and Supervisory Board addressed and discussed the previously defined criteria and their achievement in detail. A decision was taken on ­criteria achievement following a detailed presentation and evaluation of the Management Board members' performance based on the