LEG Immobilien : Invitation and agenda to the Annual General Meeting

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On Track

2024

Annual General Meeting

LEG Immobilien SE

AGENDA 2024

Invitation

to the Annual General Meeting

of LEG Immobilien SE

on 23 May 2024

ISIN: DE 000LEG1110

WKN: LEG 111

LEG Immobilien SE

Düsseldorf

Unique identifier of the event: 88df72038dd4ee11b53000505696f23c

Dear Shareholders,

We cordially invite you to the

Annual General Meeting of LEG Immobilien SE

on Thursday, 23 May 2024, at 10.00 a.m.

at the Maritim Hotel, Maritim-Platz 1, 40474 Düsseldorf.

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LEG IMMOBILIEN SE I Annual General Meeting 2024

LEG Immobilien SE

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I. Agenda

1. Presentation of the adopted annual financial statements, the approved consolidated financial statements, the management reports of the Company and the Group, the explanatory report contained in the management reports on the disclosures pursuant to Sections 289a and 315a of the German Commercial Code (HGB)* and the report of the Supervisory Board for the 2023 financial year
   The aforementioned documents are available on the Company's website at https://ir.leg-se.com/ hv2024 published on the Company's website. They will also be explained at the Annual General Meeting by the Management Board and - as far as the report of the Supervisory Board is concerned - by the Chairman of the Supervisory Board.
   The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the Management Board. The annual financial statements are therefore adopted in accordance with Section 172 sentence 1, 1st half-sentence of the German Stock Corporation Act (AktG). In accordance with the statutory provisions, no resolution is therefore required on this item on the agenda.
2. Resolution on the appropriation of net retained profits for the 2023 financial year
   The dividend is paid at the shareholders' discretion a) in cash or b) in the form of shares in the Company. The shareholder may opt for the dividend in cash for a portion of his shares and for the dividend in the form of shares for the other portion of his shares. Further details are set out in a separate information document pursuant to Article 1 (4) (h), (5) (1) (g) of Regulation (EU) 2017/1129. This document is available on the website of LEG Immobilien SE at https://ir.leg-se.com/hv2024 and contains in particular information on the number and type of shares and explanations on the reasons for and details of the share offer.
   The due date of the dividend to be paid in cash is set for 26 June 2024 in view of the possibility for shareholders to exercise their aforementioned option pursuant to Section 58 para. 4 sentence 3 AktG. If shareholders choose the scrip dividend, they are also expected to receive the new shares in LEG Immobilien SE on 26 June 2024.
   The proposal for the appropriation of profits is based on the number of 74,109,276 no-par value shares entitled to dividends for the past financial year 2023 as at the date of preparation of the annual financial statements by the Management Board to the knowledge of the Company. Should the number of these no-par value shares entitled to dividends change before the Annual General Meeting, a correspondingly adjusted proposed resolution will be put to the vote at the Annual General Meeting, which will continue to provide for a dividend of EUR 2.45 per no-par value share entitled to dividends for the past financial year 2023. The offer to receive the dividend in the form of shares in the company instead of in cash also applies to this adjusted proposed resolution. In this case, the amount attributable to non-dividend-bearing shares will be carried forward to new account.

• The provisions applicable to stock corporations domiciled in Germany, in particular the German Stock Corporation Act and the German Commercial Code, shall apply to LEG Immobilien SE in accordance with Article 9 (1) c) (ii) of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (SE Regulation), unless otherwise provided for in specific provisions of the SE Regulation.

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AGENDA 2024

As the dividend is paid in full from the tax contribution account within the meaning of Section 27 of the German Corporate Income Tax Act (contributions not made to nominal capital), it is paid out without deduction of capital gains tax and solidarity surcharge. The dividend does not result in taxable income from capital assets in accordance with Section 20 (1) no. 1 sentence 1 of the Income Tax Act. This applies both to the cash distribution and to the extent that the dividend is paid in the form of shares in the Company. A tax refund or tax credit option is not associated with the dividend.

The Management Board and Supervisory Board would like to point out that they will only offer and implement the scrip dividend if they deem it appropriate after due assessment, taking into account the interests of the Company and its shareholders. This decision will be based in particular on the development of the Company's share price in relation to the current financial performance indicators. Should the Management Board and Supervisory Board decide not to implement a scrip dividend, they will continue to submit the above-mentioned resolution proposal to the Annual General Meeting. However, the option to pay the dividend in shares will then not exist and the dividend will only be paid out in cash. The dividend would then be paid out immediately after such a decision, but no later than 26 June 2024.

1. Resolution on the discharge of the Management Board for the 2023 financial year
   The Management Board and Supervisory Board propose that the actions of the members of the Company's Management Board in office in the 2023 financial year be approved for this period.
2. Resolution on the formal approval of the actions of the Supervisory Board for the 2023 financial year
   The Management Board and Supervisory Board propose that the actions of the members of the Company's Supervisory Board in office in the 2023 financial year be approved for this period.
3. Resolution on the appointment of the auditor and Group auditor for the 2024 financial year
   Based on the recommendation of the Risk and Audit Committee, the Supervisory Board proposes that a resolution be adopted:
4. 1. Deloitte GmbH Wirtschaftsprüfungsgesellschaft, based in Düsseldorf, is appointed as auditor and Group auditor for the 2024 financial year.
   2. Deloitte GmbH Wirtschaftsprüfungsgesellschaft, based in Düsseldorf, is also appointed as the auditor for a review of the condensed financial statements and the interim management report in accordance with sections 115 (5) and 117 no. 2 of the German Securities Trading Act (Wertpapier- handelsgesetz) as at 30 June 2024 and the other interim financial information in accordance with section 115 (7) of the German Securities Trading Act (Wertpapierhandelsgesetz) that will be prepared before the Annual General Meeting in 2025, insofar as the Management Board decides to review any other interim financial information.

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LEG IMMOBILIEN SE I Annual General Meeting 2024

LEG Immobilien SE

AGENDA 2024

6. Resolution on the election of a new member of the Supervisory Board

In accordance with Article 40 (2) and (3) and Article 9 (1) c) of the SE Regulation in conjunction with Section 17 of the SE Implementation Act (SEAG) and Article 9.1 of the Articles of Association of LEG Immobilien SE, the Supervisory Board consists of six members who are elected by the Annual General Meeting.

Dr Jochen Scharpe has resigned from his office as a member of the Supervisory Board of LEG Immo- bilien SE with effect from the end of the 2024 Annual General Meeting.

The Supervisory Board proposes Mr Christoph Beumer,

Member of the Advisory Board of Siepmann-Werke GmbH & Co. KG, member of the Board of Trustees of the "Stiftung - Dein Zuhause hilft" foundation, former auditor and partner at KPMG AG Wirtschafts- prüfungsgesellschaft,

resident in Meerbusch,

pursuant to Section 9.5 in conjunction with Section 9.3 of the Articles of Association of LEG Immobil- ien SE as a member of the Supervisory Board until the end of the Annual General Meeting that resolves on the discharge of the Supervisory Board for the 2026 financial year.

The Supervisory Board's election proposal is based on the proposal of the Nomination Committee. It takes into account the objectives adopted by the Supervisory Board for its composition and aims to fulfil the skills profile drawn up by the Supervisory Board. The objectives set by the Supervisory Board for the composition of the Supervisory Board and the profile of skills and expertise developed by the Supervisory Board for the entire Board also implement the diversity concept for the Supervisory Board in accordance with Section 289f (2) no. 6 HGB.

Due to his previous work as an auditor, Mr Beumer, who has been proposed for election, has expertise within the meaning of Section 100 (5) AktG in the areas of both auditing and accounting.

The Supervisory Board has set a target of 33.3 % for the proportion of women on the Supervisory Board, which is to be achieved by 31 December 2024. Taking into account the departure of Dr Scharpe, the Supervisory Board currently comprises two women and four men; the target set for the proportion of women has therefore already been achieved. With the election of Mr Beumer, the specified target for the proportion of women will continue to be achieved.

Further information on the Supervisory Board candidate proposed for election is printed at the end of the agenda in section II.1 (Further information and documents on agenda item 6).

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LEG IMMOBILIEN SE I Annual General Meeting 2024

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7. Resolution on the amendment of the remuneration of the Supervisory Board members and corresponding amendment to the Articles of Association

The remuneration of the members of the Supervisory Board of LEG Immobilien SE is set out in sections 9.11 to 9.13 of the Articles of Association.

In accordance with Article 9.11 of the Articles of Association of LEG Immobilien SE, the members of the Supervisory Board receive a fixed basic remuneration; the members of committees - with the excep- tion of the members of the Nomination Committee - also receive a fixed committee remuneration. § Article 9.11 of the Articles of Association reads:

"The members of the Supervisory Board receive an annual fixed basic remuneration of EUR 90,000.00. The Chairman of the Supervisory Board receives 2.5 times this amount and a Deputy Chairman receives 1.25 times this amount. The members of a Supervisory Board committee receive an additional annual fixed remuneration of EUR 25,000.00; the committee chairman receives twice this amount. No remuneration is paid for membership and chairmanship of the Nomination Committee. All of the aforementioned remuneration is payable after the end of the financial year. Supervisory Board members who have only belonged to the Supervisory Board or a committee of the Supervisory Board for part of the financial year receive corresponding pro rata remuneration for this financial year."

The Annual General Meeting on 19 May 2022 approved the remuneration of the Supervisory Board members, including the remuneration system, as set out in Articles 9.11 to 9.13 of the Articles of Association with 97.34 % of the valid votes cast. The remuneration for the members of the Supervisory Board is reviewed on a regular basis with the support of a renowned independent external remuneration consultant. In particular, the Supervisory Board remuneration at comparable MDAX companies and, in addition, the Supervisory Board remuneration at selected property companies are also taken into account.

Due to growing legal and other regulatory requirements and responsibilities, the workload of committee members is constantly increasing. Against this background and taking into account the general development of committee remuneration at comparable companies, the Supervisory Board and the Management Board have come to the conclusion that the committee remuneration for committee members should be increased from the current EUR 25,000.00 to EUR 30,000.00 and the remuneration for committee chairmen should be increased accordingly from the current EUR 50,000.00 to EUR 60,000.00.

The increase in committee remuneration is also in line with the remuneration policy positioning of Supervisory Board remuneration in the market pursued by the Supervisory Board and the Management Board in the interests of the Company and helps to ensure that Supervisory Board remuneration continues to be in the interests of LEG Immobilien SE and - also in comparison to the Supervisory Board remuneration of comparable companies - is commensurate with the tasks of the members of the Supervisory Board and the situation of the Company. The remuneration regulations also continue to take into account the recommendations and suggestions of the German Corporate Governance Code for the remuneration of Supervisory Board members.

The remuneration system for Supervisory Board members is presented in accordance with Sections 113 para. 3 sentence 3, 87a para. 1 sentence 2 AktG following the agenda in Section II.2 (Further information and documents on agenda item 7).

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LEG IMMOBILIEN SE I Annual General Meeting 2024

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The Management Board and the Supervisory Board propose that a resolution be adopted:

The regulation on the remuneration of the members of the Supervisory Board of LEG Immobilien SE in Section 9.11 of the Articles of Association of LEG Immobilien SE is revised as follows and the remuneration system for the members of the Supervisory Board of LEG Immobilien SE is resolved as presented following the agenda in Section II.2 (Further information and documents on agenda item 7):

"The members of the Supervisory Board receive an annual fixed basic remuneration of EUR 90,000.00. The Chairman of the Supervisory Board receives 2.5 times this amount and a Deputy Chairman receives 1.25 times this amount. The members of a Supervisory Board committee receive an additional annual fixed remuneration of EUR 30,000.00; the committee chairman receives twice this amount. No remuneration is paid for membership and chairmanship of the Nomination Committee. All of the aforementioned remuneration is payable after the end of the financial year. Supervisory Board members who have only belonged to the Supervisory Board or a committee of the Supervisory Board for part of the financial year receive corresponding pro rata remuneration for this financial year."

The above revision of Section 9.11 of the Articles of Association shall take effect upon entry in the commercial register and shall then apply retroactively from 24 May 2024.

8. Resolution on the approval of the remuneration report for the 2023 financial year

In accordance with Section 162 AktG, the Management Board and Supervisory Board are obliged to prepare an annual report on the remuneration granted and owed to the current or former members of the Management Board and Supervisory Board in the last financial year (remuneration report) and to submit this remuneration report to the Annual General Meeting for approval in accordance with Section 120a (4) AktG.

The remuneration report was audited by the auditor in accordance with Section 162 (3) AktG to determine whether the legally required disclosures pursuant to Section 162 (1) and (2) AktG were made. The report on the audit of the remuneration report is attached to the remuneration report.

The remuneration report, including the report on the audit, is attached following the agenda in section II.3 (Further information and documents on agenda item 8). It is also available on the company's website at https://ir.leg-se.com/hv2024 from the time the Annual General Meeting is convened.

The Management Board and Supervisory Board propose that the remuneration report for the 2023 financial year be approved.

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1. Further information and documents on the agenda

1. Agenda item 6: Information on the candidate proposed for election to the Supervisory Board

Christoph Beumer, member of the Advisory Board of Siepmann-Werke GmbH & Co. KG, member of the Board of Trustees of the "Stiftung - Dein Zuhause hilft" foundation, former auditor and partner at KPMG AG, Meerbusch

Age: 61 years

Professional career

since October 2021

Member of the Advisory Board, Member of the Board of Trustees

1988-2021

KPMG AG Wirtschaftsprüfungsgesellschaft:

Regional Director/Managing Partner Region West (2012-2021),

Branch Manager and Head of Audit Department (2004-2012) Essen branch,

Partner, Audit Division, Düsseldorf office (1999-2004),

Manager/Senior Manager (1993-1998), Auditor/Audit Manager (1988-1993)

Training / Qualification

1994 Auditor

1992

Tax consultant

1988

Studied business administration at the Westfälische Wilhelms-Universität Münster; degree: Diplom-Kaufmann

Membership of statutory supervisory boards in Germany

None

Membership of comparable domestic or foreign supervisory bodies of commercial enterprises

None

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Other activities

Member of the Advisory Board of Siepmann-Werke GmbH & Co. KG, Warstein-Belecke, since 2023

Member of the Board of Trustees of "Stiftung - Dein Zuhause hilft", Düsseldorf, since 2020

Personal and business relationships with the LEG Group, the executive bodies of LEG Immobilien SE and shareholders with a material interest in LEG Immobilien SE

In the opinion of the Supervisory Board, there are no personal or business relationships between Mr Beumer and the LEG Group, the executive bodies of LEG Immobilien SE or shareholders with a material interest in LEG Immobilien SE that would have to be disclosed in accordance with recommendation C.13 of the German Corporate Governance Code in the version adopted by the Government Commission on 28 April 2022.

Knowledge, skills and professional experience

Special knowledge of the property industry, in particular accounting and auditing in the housing industry

In-depth knowledge in the areas of corporate transactions and company valuations

In-depth knowledge of business models and corporate processes in the housing industry

In-depth knowledge of personnel management

In-depth knowledge of corporate governance and social foundation work

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LEG IMMOBILIEN SE I Annual General Meeting 2024

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AGENDA 2024

2. Regarding agenda item 7: Remuneration system for the members of the Supervisory Board of LEG Immobilien SE pursuant to Sections 113 para. 3 sentence 3, 87a para. 1 sentence 2 AktG

1. Remuneration components
   The remuneration of the members of the Supervisory Board of LEG Immobilien SE is governed by Articles 9.11 to 9.13 of the Articles of Association of LEG Immobilien SE.
   The members of the Supervisory Board receive an annual fixed basic remuneration of EUR 90,000.00. The Chairman of the Supervisory Board receives 2.5 times this amount; a Deputy Chairman receives 1.25 times this amount. The members of a Supervisory Board com- mittee receive an additional annual fixed remuneration of EUR 30,000.00; the committee chairman receives twice this amount. No remuneration is paid for membership and chairmans- hip of the Nomination Committee. The remuneration thus complies with recommendation G.17 of the German Corporate Governance Code (GCGC), according to which the greater time com- mitment of the Chairman of the Supervisory Board, the Deputy Chairman of the Supervisory Board and the Chairmen and members of committees should be taken into account.
   Reasonable expenses incurred by the members of the Supervisory Board are also reimbursed. VAT is reimbursed by the Company if the members of the Supervisory Board are authorised to invoice the company separately for VAT and they exercise this right.
   The Company also takes out liability insurance (D&O insurance) with an appropriate sum insured for the members of the Supervisory Board.
   All remuneration for Supervisory Board activities is payable after the end of the financial year. Supervisory Board members who have only belonged to the Supervisory Board or a committee of the Supervisory Board for part of the financial year receive corresponding pro rata remuneration for this financial year.
   No attendance fee is paid.
2. Contribution of the remuneration to the promotion of the business strategy and the long-term development of the Company
   The remuneration of the members of the Supervisory Board takes into account the requirements of the office of a member of the Supervisory Board of LEG Immobilien SE, both in terms of its structure and its amount, in particular the time commitment and responsibility involved. The re- muneration is in line with market practice and its amount is commensurate with the duties of the members of the Supervisory Board and the situation of LEG Immobilien SE - also in comparison with the remuneration of the members of the Supervisory Board of comparable listed companies in Germany and taking into account the small number of Supervisory Board members.
   The activities of a Supervisory Board member differ fundamentally from the activities of employees of the Company and the Group. A so-called vertical comparison of Supervisory Board remuneration with employee remuneration is therefore out of the question.

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LEG IMMOBILIEN SE I Annual General Meeting 2024