Instone Real Estate : Invitation to the 2021 Annual General Meeting

CONVENIENCE TRANSLATION

Invitation to the

Annual General Meeting

Dear Shareholders,

We hereby invite you to the Annual General Meeting

of Instone Real Estate Group AG, on

9 June 2021,

at 10:00 a.m. CEST.

In light of the official ordinances in place to provide protection against the health risks in connection with the

SARS-CoV-2 coronavirus, the Annual General Meeting will be held as a

Virtual Annual General Meeting

without shareholders or their authorised representatives attending in person. The Annual General Meeting will be streamed live and in full on the Internet for shareholders and their authorised representatives who register on time. Our shareholders and their authorised representatives can watch the entire Annual General Meeting from 10:00 a.m. (CEST) on 9 June 2021 using the access-protected

InvestorPortal­of Instone Real Estate Group AG at https://ir.de.instone.de/websites/instonereal/English/6000/annual-general-meeting.html.

The location of the Annual General Meeting, for the purposes of the Aktiengesetz (AktG - German Stock Corporation Act), is:

ATLANTIC Congress Hotel Essen, Messeplatz 3, 45131 Essen.

Instone Real Estate Group AG, Essen

Securities Code Number: A2NBX8

ISIN: DE000A2NBX80

OVERVIEW OF DISCLOSURES PURSUANT TO SECTION 125 OF THE GERMAN STOCK CORPORATION ACT (AKTG) IN CONJUNCTION WITH TABLE 3 OF THE IMPLEMENTING REGULATION (EU) 2018/1212

1. Specification of the message

A1	Unique identifier of the event	Annual general meeting of
		Instone Real Estate Group AG on 09 June 2021
		c10776572387eb11811b005056888925
A2	Type of message	Invitation to the annual general meeting
B. Specification of the issuer
B1	ISIN	DE000A2NBX80
B2	Name of issuer	Instone Real Estate Group AG
C. Specification of the meeting
C1	Date of the General Meeting	09 June 2021
C2	Time of the General Meeting	08:00 am UTC (10:00 am CEST )
C3	Type of the General Meeting	The annual general meeting will be held in the form of a virtual
		annual­	general meeting without the physical presence of the
		shareholders­	or their proxies
C4	Location of the General Meeting	Location of the annual general meeting, in the meaning of the
		German­	Stock Corporation Act (Aktiengesetz) (the physical presence
		of shareholders or their proxies is not possible):
		ATLANTIC Congress Hotel Essen, Messeplatz 3, 45131 Essen
		URL of the video and audio transmission on the Internet:
		https://ir.de.instone.de/websites/instonereal/English/6000/annual­-
		general-meeting.html
C5	(Technical) Record Date	18 May 2021
C6	Uniform Resource Locator (URL)	https://ir.de.instone.de/websites/instonereal/English/6000/annual­-
		general-meeting.html
D. Participation in the general meeting
D2	Issuer deadline for participation	02 June 2021, 10:00 pm UTC (12:00 pm MEST)

Instone Real Estate Group AG, Essen

Securities Code Number: A2NBX8

ISIN: DE000A2NBX80

1. 1. Agenda
2. PRESENTATION OF THE ADOPTED ANNUAL FINANCIAL STATEMENTS AND THE COMBINED MANAGEMENT REPORT OF INSTONE REAL ESTATE GROUP AG AND THE GROUP, THE EXPLANATORY REPORT ON INFORMATION IN ACCORD- ANCE WITH SECTION 289A(1) AND SECTION 315A(1) OF THE HANDELSGESETZBUCH (HGB - GERMAN COMMERCIAL CODE) AND THE REPORT OF THE SUPERVISORY BOARD, ALL FOR THE 2020 FINANCIAL YEAR
   The Supervisory Board approved the annual financial statements and the consolidated separate financial statements pre- pared by the Management Board on 12 March 2021. The annual financial statements are therefore adopted in accordance with section 172 AktG. A resolution by the Annual General Meeting in accordance with section 173(1) sentence 1 and sen- tence 2 AktG is therefore not required for the documents to be presented.
3. APPROPRIATION OF NET RETAINED PROFITS FOR THE 2020 FINANCIAL YEAR
   The Management Board and the Supervisory Board propose that the net retained profits of the Company of EUR 14,669,161.50 for the 2020 financial year be appropriated as follows:
   Distribution of a dividend of EUR 0.26 per entitled share = EUR 12,216,967.36 and carryforward of the remainder to new account = EUR 2,452,194.14
   The total dividend is based on the eligible share capital on 23 April 2021 of EUR 46,988,336, divided among 46,988,336
   no­ -par shares. The number of eligible shares may change by the date of the resolution on the appropriation of net retained profits. In such event, the Management Board and the Supervisory Board will propose an adjusted resolution for the appro- priation of profits that will still allow for a distribution of EUR 0.26 per eligible share. The adjustment will be made as
   follows:­ If the number of eligible shares and thus the total dividend is reduced, the amount to be carried forward to new
   account­ will be increased accordingly. If the number of eligible shares and thus the total dividend increases, the amount to be carried forward to new account will be reduced accordingly.
   Assuming the dividend proposal is approved, the following applies to the payment of the dividend: As the dividend for the 2020 financial year will be paid entirely from the capital contributions account for tax purposes as referred to by section 27 of the Körperschaftsteuergesetz (KStG - German Corporation Tax Act) (rather than contributions paid into nominal capi- tal), the dividend will be paid without the deduction of capital gains tax or the solidarity surcharge. The dividend is not subject to taxation for domestic shareholders. It therefore does not entail the possibility of a tax refund or tax credit. In the opinion of the German fiscal authorities, the distribution reduces the acquisition cost of the shares for tax purposes. Share- holders who are resident in the Netherlands (or shareholders not resident in the Netherlands that have a permanent estab- lishment in the Netherlands to which the shares of the Company are attributed) and who are subject to Dutch capital gains tax are requested to inform the Company electronically of the shares they hold as at the date of the Annual General Meeting at [e-mail] to allow the technical settlement of the dividend.
   In accordance with section 58(4) sentence 2 AktG, shareholders' entitlement to the dividend becomes due on the third business day after the resolution by the Annual General Meeting. The dividend is therefore to be paid on 14 June 2021.
4. OFFICIAL APPROVAL OF THE ACTIONS OF THE MANAGEMENT BOARD FOR THE 2020 FINANCIAL YEAR
   The Management Board and the Supervisory Board propose that the actions of the members of the Management Board in office in the 2020 financial year be approved for this period.

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1. OFFICIAL APPROVAL OF THE ACTIONS OF THE SUPERVISORY BOARD FOR THE 2020 FINANCIAL YEAR
   The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board in office in the 2020 financial year be approved for this period.
2. APPOINTMENT OF THE AUDITOR OF THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2021
   FINANCIAL­ YEAR AND THE AUDITOR TO REVIEW THE INTERIM FINANCIAL REPORTS
   At the recommendation of the Audit Committee, the Supervisory Board proposes appointing Deloitte GmbH Wirtschafts­ prüfungsgesellschaft, Schwannstrasse 6, 40476 Düsseldorf, Germany, as the auditor of the annual and consolidated financial statements for the financial year ending 31 December 2021. This auditor will also review any interim financial reports to be
   prepared­ before the next Annual General Meeting.
   In its recommendation, the Audit Committee declared that its recommendation is free from any undue influence by third
   parties­ and that no restrictions were placed on it regarding the selection of a particular auditor as referred to by Article 16(6) of Regulation (EU) 537/2014.
3. APPROVAL OF THE REMUNERATION SYSTEM FOR THE MEMBERS OF THE MANAGEMENT BOARD
   In accordance with section 120a(1) AktG, in the version valid since 1 January 2020 under the Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie (ARUG II - German Act Implementing the Second Shareholders' Rights Directive) of
   12 December 2019, the annual general meeting of a listed company must adopt a resolution approving the remuneration system for members of the management board for any material change in the remuneration system, or at least every four years. A resolution is necessary in the 2021 Annual General Meeting. On 23 April 2021, the Supervisory Board adopted a
   remuneration­system for the members of the Management Board that is consistent with the requirements of ARUG II and takes essentially into account the recommendations of the amendment to the German Corporate Governance Code.
   The Supervisory Board proposes the approval of the remuneration system for members of the Management Board repro- duced as an Annex to item 6 of the agenda under section II.1 of this invitation.
4. APPROVAL OF THE REMUNERATION SYSTEM FOR THE MEMBERS OF THE SUPERVISORY BOARD, TOGETHER WITH A RESOLUTION FOR A CORRESPONDING AMENDMENT OF THE ARTICLES OF ASSOCIATION OF INSTONE REAL ESTATE GROUP AG
   In accordance with section 113(3) AktG, in the version valid since 1 January 2020, the annual general meeting of a listed company must adopt a resolution on the remuneration and the remuneration system for members of the supervisory board at least every four years.
   The currently applicable remuneration regulations for the members of the Supervisory Board were resolved by the Annual General Meeting in connection with the Company's transformation from a Dutch to a German stock corporation as a compo- nent of the Articles of Association on 29 June 2018, and were the same as the remuneration regulations that became effective immediately before the Company's IPO on 13 February 2018.
   Regarding the monitoring and advisory function of the Supervisory Board, which must be performed regardless of the
   Company's­ performance, the Management Board and the Supervisory Board confidently believe that the current structure of Supervisory Board remuneration as fixed remuneration is still appropriate. However, on the basis of a peer group comparison and given the actual extent of the Supervisory Board's activities, in particular as regards the frequency of meetings and reso- lutions, the current amount of fixed remuneration is no longer consistent with fair market remuneration. The current fixed remuneration for the members of the Supervisory Board is therefore to be increased from EUR 60,000 p.a. to EUR 75,000 p.a. and from EUR 1,500 to EUR 7,500 for the members of committees of the Supervisory Board with the exception of the remu- neration for the members of the Audit Committee which shall remain unchanged at EUR 15,000 p.a. This requires an amendment to the Articles of Association.

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The Management Board and the Supervisory Board therefore propose to the Annual General Meeting: 1) the approval of the remuneration system for members of the Supervisory Board reproduced as an Annex to this item 7 of the agenda under section II.2; and 2) the corresponding amendment and revision of the Articles of Association as set out below:

Articles 13.1 and 13.2 of the Articles of Association will be revised as follows:

"13.1 The members of the Supervisory Board receive basic fixed annual remuneration of seventy five thousand euros (EUR 75,000.00). The Chair of the Supervisory Board receives double this amount, the Deputy Chair receives one and a half times this amount.

13.2 Members of the Audit Committee receive additional fixed annual remuneration of fifteen thousand euros

(EUR 15,000) and members on other committees of the Supervisory Board receive additional fixed annual remuneration of seven thousand five hundred euros (EUR 7,500.00). The Chair of each committee receives double the relevant fixed remuneration."

8. RESOLUTION ON THE PARTIAL CANCELLATION OF THE AUTHORISATION TO ISSUE CONVERTIBLE OR WARRANT BONDS, THE CREATION OF A NEW AUTHORISATION OF THE MANAGEMENT BOARD, THE AMENDMENT OF THE

CONTINGENT­CAPITAL AND CORRESPONDING AMENDMENTS OF THE ARTICLES OF ASSOCIATION

On the basis of a capital increase with subscription rights against cash contributions performed in September 2020, the Company increased its share capital by EUR 10 million from EUR 36,988,366 to EUR 46,988,366 by issuing 10 million new no-par shares with a notional share of share capital of EUR 1.00. In light of this, the financial framework available to the Company by issuing warrant and convertible bonds is to be increased accordingly and, in line with this, the authorisation to issue such financial instruments and the associated contingent capital resolved by the Annual General Meeting of the Company on 13 June 2019 under item 6 of the agenda is to be revised. With the exception of increasing the maximum

volume­ to 10% of current share capital and an adjustment of the term of the authorisation, the content of the new proposed authorisation is identical to that of the existing authorisation.

The Management Board and the Supervisory Board therefore propose the following resolution:

1. Cancellation of the current authorisation to issue warrant or convertible bonds
   The authorisation to issue warrant or convertible bonds resolved by the Annual General Meeting of the Company on
   13 June 2019 under 6(1) on the agenda is to be cancelled from the date that the contingent capital to be resolved by the Annual General Meeting on 9 June 2021 under (3)(a) below is entered in the commercial register.
2. New authorisation to issue warrant or convertible bonds
3. 1. Duration of authorisation, nominal amount
   2. 1. Effective from the entry in the commercial register of the contingent capital to be resolved by the Annual General Meeting on 9 June 2021 under (3)(a) below, the Management Board is to be authorised, with the
         approval­ of the Supervisory Board, to issue bearer or registered warrant or convertible bonds, dated or
         undated,­ with a total nominal value of up to EUR 350,000,000 (in words: three hundred and fifty million euro) (collectively referred to below as "Bonds") on one or more occasions by 8 June 2026, and to grant the bearers or creditors of the bonds option or conversion rights to up to 4,698,833 (in words: four million six hundred and ninety-eight thousand eight hundred and thirty-three) new shares in the Company accounting for a total pro rata amount of share capital of up to EUR 4,698,833 (in words: four million six hundred and ninety-eight thousand eight hundred and thirty-three euro) in accordance with the respective terms and conditions of the warrant and convertible bonds to be defined in more detail by the Management Board (each referred to below as the "Terms and Conditions").

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