Hamborner REIT : Explanation of the rights of the shareholders 2024

Explanations of the rights of the shareholders

(in accordance with sections 122 (2), 126 (1), 127, 131 Abs. 1.)

Request by a minority to supplement the agenda pursuant to section 122 (2) AktG

Shareholders whose aggregate shares reach one twentieth of the share capital or a proportional amount of the share capital of EUR 500,000 may request that items be placed on the agenda and published. The request must be made in writing and sent to the Managing Board of HAMBORNER REIT AG at the following address:

Management Board of HAMBORNER REIT AG

Goethestraße 45

47166 Duisburg

Fax: [phone]

and must reach the company no later than Monday, 25 March 2024 (midnight CEST). A statement of grounds therefor or proposed resolution must accompany each new agenda item.

Applicants must provide evidence that they have held such shares for at least 90 days before the date on which the demand is received and that they will hold the shares until the Management Board's decision on the motion. This evidence can be provided using the share register. Sections 121 (7) and 70 AktG must be taken into account in calculating the minimum holding period. The motion must be signed by all shareholders, or their duly appointed representatives, constituting the necessary quorum.

Requests for additions to the agenda that must be published, if not already announced with the call, are published immediately upon receipt of the request in the Bundesanzeiger (German Federal Gazette) and supplied for publication to such media where it can be assumed that they will distribute the information throughout the entire European Union. Additionally, they will be published and communicated to the shareholders at the internet

https://www.hamborner.de/en/general-shareholder-meeting

The provisions of the German Stock Company Act underlying these shareholder rights read as follows:

Section 122 Calling of a meeting at the request of a minority (excerpt)

(1) 1An Annual General Meeting shall be called if shareholders whose holding in the aggregate equals or exceeds one-twentieth of the share capital request such meeting in writing, stating the purpose and the reasons of such meeting; such demand shall be addressed to the Managing Board. 2The Articles of Association may provide that the right to request an Annual General Meeting be in another form and require the holding of a smaller proportion of the

	share capital. 3Persons submitting a request must prove that they have held the shares for at
	least 90 days before the date the request is received and that they hold the shares until the
	Managing Board decides on the request. 4Section 121 (7) shall be applied accordingly.
(2)	1In the same manner, shareholders with shares aggregating one-twentieth of the share capital
	or the proportional amount of EUR 500,000 may request that items be placed on the agenda
	and published. 2A statement of the grounds therefor or a proposed resolution must
	accompany each new item. 3The request within the meaning of the first sentence must reach
	the company at least 24 days (30 days in the case of listed companies) before the meeting; the
	day of receipt shall not be counted.
Section 121 General Provisions (excerpt)
(7)	1In case of deadlines and dates which are calculated back from the date of the meeting, the
	day of the meeting itself shall not be included in the calculation. 2Adjourning the meeting

from a Sunday, Saturday or a holiday to a preceding or following working day shall not be an option. 3§§ 187 to 193 of the German Civil Code shall not be applied analogously. 4In case of unlisted companies, the articles may provide for a different calculation of the deadline.

Section 70 Calculation of the period of possession of the share of stock

1Where the exercise of rights attaching to the share of stock is contingent upon the stockholder having been holder of the share of stock for a specified period of time, a claim to transfer of title against a credit institution, a financial services provider, a securities institution or an enterprise pursuing activities in accordance with section 53 (1), first sentence, or section 53b (1), first sentence, or subsection (7) of the Banking Act (KWG) shall be equivalent to ownership of the share of stock. 2The period of ownership of a predecessor in title shall be attributed to the stockholder if he has purchased the share of stock in any of the following manners: without monetary consideration, from his trustee, as a universal successor, in the course of a distribution of assets among a community, or as part of a portfolio transfer pursuant to section 13 of the Insurance Supervisory Act (VAG) or section 14 of the Act on Savings and Loan Associations (BauSparkG).

Motions and nominations by shareholders pursuant to sections 126 (1) and 127 AktG

Every shareholder is entitled to submit countermotions on items of the agenda and nominations for the election of Supervisory Board members or the appointment of auditors. Motions and nominations that are to be made accessible shall immediately be made accessible together with the name of the shareholder, the grounds therefor and any position of the Managing Board and/or Supervisory Board at

https://www.hamborner.de/en/general-shareholder-meeting

if the company, not later than Wednesday, 10 April 2024 (midnight CEST), receives a countermotion against a proposed resolution on a specific agenda item with grounds therefor or a nomination which does not need grounds at the following address:

HAMBORNER REIT AG

Vorstandssekretariat

Goethestraße 45

47166 Duisburg

Fax: [phone].

The company may refrain from publishing a countermotion and its grounds or a nomination under the requirements specified in section 126 (2) AktG. The above rules for countermotions likewise apply by analogy to nominations of a shareholder for the election of Supervisory board members or appointment of the auditor; grounds are not needed for nominations.

Shareholders are requested to provide proof of their shareholder status when sending the countermotion or nomination.

The provisions of the German Stock Company Act underlying these shareholder rights, which also specify the conditions upon which it is possible to refrain from making countermotions and nominations accessible, read as follows:

Section 126 Motions by shareholders

(1)	1Motions by shareholders, including the name of the shareholder, the grounds therefor and
	any position taken by management must be made accessible to the entitled parties named in
	section 125 (1) through (3) if the shareholder at least 14 days before the meeting of the
	company has sent a countermotion against a recommendation by the Managing Board and
	Supervisory Board on a certain item of the agenda with grounds therefor to the address
	communicated for this in the call. 2The day of receipt is not counted. 3For listed companies,
	the accessibility must occur on the website of the company. 4Section 125 (3) applies
	accordingly.
(2)	1A countermotion and the grounds therefor need not be made accessible:
	1.	if the Managing Board would become criminally liable by reason of such communication;
	2.	if the countermotion would result in a resolution of the Annual General Meeting which
		would be illegal or would violate the Articles of Association;
	3.	if the grounds contain statements which are manifestly false or misleading in material
		respects or which are libellous;
	4.	if a countermotion of such shareholder based on the same facts has already been made
		accessible with respect to an Annual General Meeting of the company pursuant to section
		125;
	5.	if the same countermotion of such shareholder on essentially identical grounds has already
		been made accessible pursuant to section 125 to at least two Annual General Meetings of
		the company within the past five years and at such Annual General Meetings less than one-
		twentieth of the share capital represented has voted in favour of such countermotion;
	6.	if the shareholder indicates that he will neither attend nor be represented at the Annual
		General Meeting; or
	7.	if, within the past two years at two Annual General Meetings, the shareholder has failed to
		make or cause to be made on his behalf a countermotion communicated by him.

2The statement of the grounds need not be made accessible if it exceeds five thousand characters.

1. If several shareholders make countermotions for resolution in respect of the same subject matter, the Managing Board may combine such countermotions and the respective statements of the grounds.

Section 127 Nominations by shareholders (excerpt)

1Section 126 shall apply analogously to a nomination by a shareholder for the election members of the supervisory board or the appointment of auditors. 2The nomination need not be supported by a statement of the grounds therefor.

3The Managing Board also need not communicate such nomination if it fails to contain the particulars required by section 124 (3) fourth sentence and section 125 (1) fifth sentence.

Shareholder's right to information in accordance with section 131(1) AktG

On request, the Management Board will provide each shareholder with information at the Annual General Meeting concerning the affairs of the company, including the legal and business relations of the company with its affiliates, provided that such information is required to make a proper assessment of the respective agenda item.

The provisions of the German Stock Corporation Act on which these shareholder rights are based and which also determine the conditions under which the provision of information may be delivered, read as follows:

Section 131 Shareholder's right to information

(1) 1Upon request, each shareholder shall be provided with information at the Annual General Meeting by the Management Board regarding the company's affairs, to the extent that such information is necessary to permit a proper evaluation of the respective agenda item. 2The duty to provide information shall also extend to the company's legal and business relations with any affiliated enterprises. 3If a company makes use of the simplified procedure pursuant to section 266 (1) third sentence, section 276 or section 288 of the Commercial Code (Handelsgesetzbuch), each shareholder may request that the annual financial statements be presented to them at the Annual General Meeting on those annual financial statements in the form that would have been used if this simplified procedure were not applied. 4The duty of the Management Board of a parent company (section 290 (1) and (2) of the Commercial Code) to provide information at the Annual General Meeting at which the consolidated financial statements and the Group management report are presented also extends to the position of the Group and the companies included in the consolidated financial statements.

(1a)	1If the Annual General Meeting is held in virtual form, subsection 1 first sentence
	applies with the proviso that the Management Board may stipulate that questions
	from shareholders be submitted by means of electronic communication no later than
	three days prior to the meeting. 2Section 121 (7) shall apply to the calculation of the
	deadline. 3Questions that are not submitted prior to the deadline are not required to
	be considered.
(1b)	1The invitation may reasonably limit the extent to which questions can be submitted.
	2The right to submit questions may be limited to shareholders who have properly
	registered for the Annual General Meeting.
(1c)	1Questions that are submitted properly must be made accessible to all shareholders
	prior to the meeting and answered by the company at least one day before the
	meeting; section 121 (7) shall apply to the calculation of the deadline. 2For listed

companies, the questions and answers must be made accessible on the website of the company. 3Section 126 (2) first sentence nos. 1, 3 and 6 apply accordingly to the accessibility of the questions. 4If the answers are continuously accessible one day before the start of the meeting and during the meeting itself, the Management Board

	may refrain from providing information on these questions at the meeting.
(1d)	1Every shareholder connected to the meeting by electronic means shall have the right
	to ask follow-up questions about all of the answers provided by the Management
	Board prior to and during the meeting. 2Subsection 2 second sentence also applies to
	the right to ask follow-up questions.
(1e)	1In addition, every shareholder connected to the meeting by electronic means shall
	have the right to ask questions at the meeting by electronic means on matters arising
	after the deadline set out in subsection 1a first sentence. 2Subsection 2 second
	sentence also applies to this right to ask questions.
(1f)	The chairperson of the Annual General Meeting is permitted to stipulate that the right
	of information in accordance with subsection 1, the right to ask follow-up questions in

accordance with subsection 1d and the right to ask questions in accordance with subsection 1e may be exercised at the meeting only by way of video communication.

(2) 1The information provided shall comply with the principles of conscientious and accurate accounting. 2The Articles of Association or the procedural rules pursuant to section 129 may authorize the chairperson of the meeting to place reasonable limitations on the time for questions and speeches by shareholders and may specify further details thereon.

(3) 1The executive board may refuse to provide information,

1. to the extent that providing such information is, according to sound business judgement, likely to cause material damage to the company or an affiliated enterprise;
2. to the extent that such information relates to tax valuations or the amount of certain taxes;
3. regarding the difference between the value at which items are shown in the annual balance sheet and the higher market value of such items, unless the Annual General Meeting is to approve the annual financial statements;
4. regarding the methods of classification and valuation, if disclosure of such methods in the notes suffices to provide a clear view of the actual condition of the company's assets, financial position and profitability within the meaning of section 264 (2) of the Commercial Code; the foregoing shall not apply if the Annual General Meeting is to approve the annual financial statements;
5. if the provision thereof would render the Management Board criminally liable;
6. insofar as, in the case of credit institutions, financial services institutions or securities institutions, information need not be given on methods of classification and valuation applied and set-offs made in the annual financial statements, annual report, consolidated financial statements or Group management report;
7. if the information is continuously accessible on the website of the company for at least seven days before the start of the Annual General Meeting.

2The provision of information may not be refused for other reasons.

(4)	1If information has been provided to a shareholder by reason of his/her status as a
	shareholder outside an Annual General Meeting, such information shall, upon request, be
	provided to any other shareholder at the Annual General Meeting even if such information is

	not necessary to permit a proper evaluation of the respective agenda item. 2If the Annual
	General Meeting is held in virtual form, it must be ensured that all shareholders connected
	to the meeting by electronic means can communicate their requests in accordance with the
	first sentence by electronic means. 3The Management Board may not refuse to provide such
	information on the grounds of subsection (3) first sentence nos. 1 through 4. 4The first to
	third sentences shall not apply if a subsidiary (section 290 (1) and (2) of the Commercial
	Code), a joint venture (section 310 (1) of the Commercial Code) or an associated enterprise
	(section 311 (1) of the Commercial Code) provides the information to a parent company
	(section 290 (1) and (2) of the Commercial Code) for purposes of the inclusion of the company
	in the consolidated financial statements of the parent company and such information is
	required for such purposes.
(5)	1A shareholder who has been denied information may request that their question and the
	reason for which the information was denied be recorded in the minutes of the meeting. 2If
	the Annual General Meeting is held in virtual form, it must be ensured that all shareholders

connected to the meeting by electronic means can communicate their requests in accordance with the first sentence by electronic means.

In addition, the chairman of the meeting is entitled to adopt various rules of order at the Annual General Meeting. The underlying provisions of the Articles of Association of the company read as follows:

Section (16) of the Articles of Association of HAMBORNER REIT AG (excerpt)

(2)	1The chairperson of the Annual General Meeting chairs the discussions and determines the
	order of the items to be discussed and the order of voting, which can also differ from the
	order shown in the agenda. 2Furthermore, the chairperson determines the form, procedure
	and further details of voting and can also stipulate that several items be put to the vote
	simultaneously.
(3)	1The chairperson of the Annual General Meeting can reasonably restrict shareholders' rights
	to speak and ask questions. 2In particular, at the start of or during the Annual General
	Meeting, the chairperson can set a reasonable time limit for the course of the meeting, for
	the discussion of the individual items of the agenda and for the time for speaking and asking
	questions, either in general or for individual speakers.