TAG Immobilien : Convening and Agenda of the Annual General Meeting

IN VITATION 2024

TO THE ANNUAL GENERAL MEETING

Invitation to the Annual General Meeting

We hereby invite our shareholders* to the 141st Annual General Meeting of TAG Immobilien AG to be held at Patriotische Gesellschaft von 1765, Trostbrücke 4 - 6, 20457 Hamburg,

on Tuesday, 28 May 2024, 11:00 a.m. (CEST).

• For reasons of better readability, TAG sometimes dispenses with gender-specific forms of language, preferring instead, for example, the generic masculine; all references to persons apply equally to all genders. The choice of these abbreviated forms of language is for convenience only and should not be construed as implying any judgement.

Overview of the Agenda items of the

Annual General Meeting and their contents

Presentation of the adopted annual financial statement and the approved consolidated financial statement for the 2023 financial year, the management reports for TAG Immobilien AG and the Group, the report of the Supervisory Board, the Management Board's proposal for the appropriation of the balance sheet profit and the explanatory report on the disclosures made in accordance with Sections 289a and 315a of the German Commercial Code for the

2023 financial year

I. Agenda

1. Presentation of the adopted annual financial statement and the approved consolidated financial statement for the 2023 financial year, the management reports for TAG Immobilien AG and the Group, the report of the Supervisory Board, the Management Board's proposal for the appropriation of the balance sheet profit and the explanatory report on the disclosures made in accordance with Sections 289a and 315a of the German Commercial Code for the 2023 financial year
   In accordance with the applicable statutory provisions, a resolution on this item of the agenda is not planned as the Supervisory Board approved the annual financial statements and the consolidated financial statements on 11 March 2024, meaning that they have been duly adopted. The relevant statutory provisions merely provide for the shareholders to be informed of the documents referred to in this item of the agenda by granting them an opportunity of examining them. They do not provide for the shareholders to pass any resolutions on them at the Annual General Meeting.
   The documents are available on the Company's website at www.tag-ag.com/en/investor-relations/general-meetingfrom the time the Annual General Meeting is convened and also during the Annual General Meeting.They will also be available for inspection by shareholders at the Annual General Meeting itself.
2. Resolution on the appropriation of the balance sheet profit
   After careful consideration of the advantages and disadvantages from the perspective of TAG Immobilien AG's shareholders, the dividend is to be omitted again for the 2023 financial year - as it was for the 2022 financial year.
   The liquidity remaining in the Company as a result is to be used to further strengthen its capital base and to finance new lucrative projects in Poland, both in sales and rental business. The omission of the dividend also ensures greater independence from the currently volatile and still challenging capital and transaction markets.
   The Management Board and Supervisory Board propose that the balance sheet profit of EUR 207,512,894.52 as at 31 December 2023 be carried forward in full, i.e. EUR 207,512,894.52.
3. Resolution to ratify the actions of the Management Board for the 2023 financial year
   The Management Board and the Supervisory Board recommend that the shareholders pass a resolution to ratify the actions taken in 2023 by the persons who were members of the Management Board in the 2023 financial year.
4. Resolution to ratify the actions of the Supervisory Board for the 2023 financial year
   The Management Board and the Supervisory Board recommend that the shareholders pass a resolution to ratify the actions taken in 2023 by the persons who were Supervisory Board members in the 2023 financial year.
5. Election of statutory auditors for 2024 for the audit of the annual financial statements and the consolidated financial statements as well as the auditor for any review of the condensed financial statements and the interim management report
   Based on the recommendation of the Audit Committee, the Supervisory Board proposes that the shareholders pass a resolution to appoint Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hamburg,
6. 1. as auditor and Group auditor for the 2024 financial year; and

1. as auditor to perform a limited review, if necessary, of the condensed financial statements and the interim management report for the first half of 2024.

The Audit Committee has declared that its recommendation is free of any undue influence by third parties and was not subject to any restriction limiting its scope for selection within the meaning of Article 16 (6) of Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements for the statutory audit of public interest entities and repealing Commission Decision 2005/909/EC ("EU Statutory Audit Regulation").

1. Election of the auditor of the sustainability report for the Company or the Group for the 2024 financial year
   In the event that the Company is also required to prepare a Company or Group sustainability report for the 2024 financial year that is subject to mandatory auditing, the auditor of such report is to be appointed separately. Under Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regu- lation (EU) No 537/2014 and Directives 2004/109/EC, 2006/43/EC and 2013/34/EU with regard to corporate sus- tainability reporting ("CSRD"), which came into force on 5 January 2023, large capital market-oriented companies with more than 500 employees must include a (Group) sustainability report in their (Group) management report for financial years beginning on or after 1 January 2024, which must be audited by the auditor or - at the option of the respective member state - another (statutory) auditor or an independent provider of assurance services. The
   EU member states must transpose the CSRD into national law by 6 July 2024. Accordingly, it is expected that the German legislator will pass a law to transpose the CSRD into national law ("CSRD Transposition Act") and that the CSRD Transposition Act will come into force later this year. It can therefore be assumed that, when the CSRD Implementation Act comes into force, the Company will be required to prepare a Company or Group sustainability report for the first time for the 2024 financial year and have it audited, meaning that an auditor must be appointed to audit such a sustainability report.
   Based on the recommendation of the Audit Committee, the Supervisory Board proposes that Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hamburg, be appointed as the auditor of the sustainability report for the 2024 financial year.The appointment is subject to the condition precedent that, with effect from the entry into force of the CSRD Implementation Act, the Company is required to prepare a (Group) sustainability report for the 2024 financial year that is subject to external auditing and that an auditor can be appointed by the Annual General Meeting to audit this (Group) sustainability report.
   The Audit Committee has declared that its recommendation is free of any undue influence by third parties and was not subject to any restriction limiting its scope for selection within the meaning of Article 16 (6) of Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements for the statutory audit of public interest entities and repealing Commission Decision 2005/909/EC ("EU Statutory Audit Regulation").
2. Elections to the Supervisory Board
   The terms of office of two incumbent Supervisory Board members representing the shareholders expire at the end of this Annual General Meeting. Accordingly, elections to the Supervisory Board are required. Mr Eckhard Schultz was appointed to Supervisory Board in a court order dated 9 October 2023 following his selection by the Supervisory Board and at the request of the Management Board. The Annual General Meeting on 16 May 2023 initially only elected three of the four Supervisory Board members required to be elected by the shareholders. In accordance with the court order, his term of office ends at the end of this Annual General Meeting. In addition,

Supervisory Board member Dr Philipp Wagner resigned from office with effect from the end of this Annual General Meeting. Mrs Gabriela Gryger is to be elected to the Supervisory Board in his place.

Under Sections 96 (1) and Section 101 (1) of the German Stock Corporation Act and Section 1 (1) No. 1 in connection with Section 4 (1) of the One-Third Participation Act and Article 7 (1) of the Articles of Association, the Supervisory Board consists of six members, four of whom are elected by the shareholders and two by the employees in accordance with Sections (4) et seq. of the German One-Third Participation Act.

The Supervisory Board recommends that the shareholders pass a resolution to elect to the Supervisory Board as shareholder representatives

1. Ms Gabriela Gryger, management consultant, resident in Warsaw, Poland,
2. Mr Eckhard Schultz, management consultant, resident in Starnberg,

each for a term beginning at the end of this Annual General Meeting and expiring at the end of the Annual General Meeting at which a resolution is passed ratifying the actions of the Supervisory Board members for the year ending 31 December 2026.

The Supervisory Board's proposals are based on recommendations submitted by the Personnel Committee in the light of the requirements of the German Corporate Governance Code in the version published in Bundesanzeiger on 27 June 2022 (the "GCGC") and the objectives defined by the Supervisory Board with respect to its composition and seek to comply with the profile of skills defined by the Supervisory Board for the body as a whole.The objectives and skills that the Supervisory Board has defined for its composition in accordance with recommendation C.1 of the Code are published in the corporate governance declaration.

In proposing these candidates, the Supervisory Board has also satisfied itself that they will have sufficient time to perform their duties.

The Supervisory Board is satisfied that there are no personal or business relations between the individual candidates standing for election to the Supervisory Board and TAG Immobilien AG, its Group companies, its governance bodies or any material shareholder of TAG Immobilien AG which an objective shareholder would regard as decisive for their election decision. For this purpose,"material shareholder" refers to shareholders who directly or indirectly hold more than 10% of the voting shares in the Company. In the opinion of the Supervisory Board, both Ms Gabriela Gryger and Mr Eckhard Schultz can be considered independent within the meaning of the Code.

The Supervisory Board is satisfied that the Supervisory Board members as a whole will continue to be familiar with the sector in which the Company operates within the meaning of the last clause of Section 100 (5) of the German Stock Corporation Act.

It is intended to conduct the elections to the Supervisory Board on an individual basis.

In the opinion of the Supervisory Board, Mr Eckhard Schultz has the accounting expertise required under Section 100 (5) of the German Stock Corporation Act for at least one member of the Supervisory Board and also the auditing expertise required under Section 100 (5) of the German Stock Corporation Act for at least one other member of the Supervisory Board.

The Supervisory Board considers Mr Schultz, as the long-standing chief financial officer and deputy chairman of the management board of a listed real estate company, to be an ideal candidate for the position of Chairman of the Audit Committee, especially as he has already chaired the Audit Committee since his appointment to the Supervisory Board by the court. Ms Gabriela Gryger has extensive experience in the real estate sector and in the Polish residential market in particular. She is the founder of a real estate consulting company that advises numerous property companies in Poland and the rest of Europe and has previously been a member of the Supervisory Board of the Company's Polish subsidiary, ROBYG S.A., Warsaw.

Details of mandates on statutory supervisory boards and comparable domestic or foreign corporate governance bodies of business enterprises as defined in Section 125 (1) Sentence 5 of the German Stock Corporation Act can be found in Section II after the agenda.

Further information on the candidates proposed for election, particularly their curriculum vitae, which provides information on their relevant knowledge, skills and experience, and a summary of their main duties outside their position on the Supervisory Board can be found on the Company's website at www.tag-ag.com/en/investor-relations/general-meeting.

1. Resolution to approve the remuneration report for 2023 prepared and audited in accordance with Section 162 of the German Stock Corporation Act
   The management board and supervisory board of listed companies must prepare a remuneration report each year in accordance with Section 162 of the German Stock Corporation Act. Under Section 120a (4) Sentence 1 of the German Stock Corporation Act, the shareholders are required to pass a resolution approving this remuneration report for the previous financial year, which has been prepared and audited in accordance with Section 162 of the German Stock Corporation Act.
   In accordance with Section 162 (3) of the German Stock Corporation Act, the remuneration report was reviewed by the auditor to determine whether it includes the disclosures required by Section 162 (1) and (2) of the German Stock Corporation Act.The auditor's opinion is attached to the remuneration report.
   The Supervisory Board and the Management Board propose that the remuneration report for 2023, which has been prepared and audited in accordance with Section 162 of the German Stock Corporation Act, be approved.
   The remuneration report with the auditor's opinion is reproduced in Section III following the agenda and is accessible on the Company's website at www.tag-ag.com/en/investor-relations/general-meetingfrom the date on which the Annual General Meeting is convened.
2. Resolution to increase the remuneration of the Supervisory Board members and corresponding amendments to the Articles of Association
   The current remuneration system for the Supervisory Board described in Article 13 of the Company's Articles of Association corresponds to the remuneration system for the Supervisory Board confirmed by the Annual General Meeting on 11 May 2021 with a majority of 99.94% of the votes cast.The remuneration for activities as an ordinary member of the Supervisory Board and for activities on the Audit Committee provided for in the Articles of Asso- ciation was determined by the Company's Annual General Meeting on 14 June 2013 and has therefore not been increased for over ten years. Following a detailed review, the Management Board and Supervisory Board have come to the conclusion that the amount of remuneration for the ordinary Supervisory Board members and the or- dinary members of the Audit Committee is no longer appropriate, particularly in comparison with comparable large

German listed real estate companies. The Management Board and the Supervisory Board therefore consider an increase in this remuneration to be appropriate.The remuneration for the Chairman of the Supervisory Board, for the Chairman of the Audit Committee and for activities on other committees, however, is not to be changed.To this end, the relevant provisions in Article 13 of the Articles of Association are to be amended in accordance with the proposed resolution under b) below, based on the system for the remuneration of the Supervisory Board members described below under a).

The adjusted remuneration system for the Supervisory Board members is set out in Section IV after the agenda and is available on the Company's website at www.tag-ag.com/en/investor-relations/general-meetingfrom the date on which the Annual General Meeting is convened.

The Management Board and Supervisory Board therefore recommend that the shareholders pass the following resolution:

1. System for the remuneration of Supervisory Board members
   The remuneration of the Supervisory Board members and the underlying remuneration system set out in Section IV of the agenda are approved.
2. Amendments to the Articles of Association
3. 1. Article 13 (1) of the Articles of Association (Remuneration) is revised as follows:
      "(1) Each member of the Supervisory Board shall receive fixed remuneration of EUR 40,000.00 per year. The Chairman of the Supervisory Board shall receive fixed remuneration of EUR 175,000.00 per year. His deputy shall receive one and a half times the remuneration specified in Sentence 1."
   2. Article 13 (2) of the Articles of Association (Remuneration) is revised as follows:
      "(2) The members of the Supervisory Board shall receive additional remuneration for their activities on committees in accordance with the following provisions:
   3. 1. For their activities on the Audit Committee, the members shall also receive the following remuner- ation for each financial year
      2. 1. the Chairman of the Audit Committee shall receive further fixed remuneration of EUR 75,000.00; and
         2. the other members of the Audit Committee shall receive further fixed remuneration of EUR 10,000.00.
      3. The members of the Nomination/Personnel Committee shall not receive any other fixed remuneration. They shall each receive a fee of EUR 500.00 for attending a meeting of the Nomination and Personnel Committee.