CONVENIENCE TRANSLATION

Invitation to the

Annual General Meeting

Dear Shareholders1,

We hereby invite you to the Annual General Meeting of Instone Real Estate Group SE, on

9 June 2022, at 10:00 a.m. CEST.

The Annual General Meeting will be held as a

Virtual Annual General Meeting without attendance in person

of shareholders or their authorised representatives. 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 2022 using the access-protected InvestorPortal of Instone Real Estate Group SE athttps://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 SE, 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 COMMISSION IMPLEMENTING REGULATION (EU) 2018/ 1212

  • A. Specification of the message

    A1

    Unique identifier of the event

    Annual general meeting of Instone Real Estate Group SE on 09 June 2022 in the format pursuant to the Commission Implementing Regulation (EU) 2018/1212: e7463ebac3b4ec11812d005056888925

    A2

    Type of message

    Invitation to the annual general meetingin the format pursuant to Commission Implementing Regulation (EU) 2018/1212: NEWM

  • B. Specification of the issuer

    B1

    ISIN

    DE000A2NBX80

    B2

    Name of issuer

    Instone Real Estate Group SE

  • C. Specification of the meeting

    C1

    Date of the General Meeting

    C2

    Time of the General Meeting

    C3

    Type of the General Meeting

    C4

    Location of the General Meeting

    C5

    (Technical) Record Date

    C6

    Uniform Resource Locator (URL)

  • D. Participation in the general meeting

D2

Issuer deadline for participation

1For the sole purpose of better readability, this invitation does not use any gender-specific notation. All personal designations and terms are to be understood as gender-neutral in the sense of equal treatment.

09 June 2022 in the format pursuant to Commission Implementing Regulation (EU) 2018/1212: 20220609

10:00 CEST in the format pursuant to Commission Implementing Regulation (EU) 2018/1212:

08:00 UTC (Coordinated Universal Time)

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 in the format pursuant to Commission Implementing Regulation (EU) 2018/1212:

GMET

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

18 May 2022, 24:00 CEST in the format pursuant to Commission Implementing Regulation (EU) 2018/1212: 20220518, 22:00 UTC (Coordinated Universal Time)

[Record date pursuant to Section 123(4) AktG and Section 19(4) of the Articles of Association of the Company is 19 May 2022, 00:00 CEST (18 May 22:00 UTC (Coordinated Universal Time))]

https://ir.de.instone.de/websites/instonereal/English/6000/ annual-general-meeting.html

02 June 2022, 24:00 CEST in the format pursuant to Commission Implementing Regulation (EU) 2018/1212: 20220602, 22:00 UTC (Coordinated Universal Time)

I. Agenda

1.

PRESENTATION OF THE ADOPTED ANNUAL FINANCIAL STATEMENTS AND THE COMBINED MANAGEMENT REPORT OF INSTONE REAL ESTATE GROUP SE AND THE GROUP, THE EXPLANATORY REPORT ON INFORMATION IN ACCORDANCE 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 2021 FINANCIAL YEAR

The Supervisory Board approved the annual financial statements and the consolidated separate financial statements prepared by the Management Board on 14 March 2022. 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 sentence 2 AktG is therefore not required for the documents to be presented.

2.

APPROPRIATION OF NET RETAINED PROFITS FOR THE 2021 FINANCIAL YEAR

The Management Board and the Supervisory Board propose that the net retained profits of the Company of EUR 36.824.140,12 for the 2021 financial year be appropriated as follows:

Distribution of a dividend of EUR 0.62 per entitled share = EUR 29.132.768,32 and carryforward of the remainder to new account = EUR 7.691.371,80

The total dividend is based on the eligible share capital on 14 March 2022 of EUR 46,988,336, divided among 46,988,336 no-par shares. The Company is currently purchasing treasury shares. The number of eligible shares will therefore change by the date of the resolution on the appropriation of net retained profits. Against this background, the Management Board and the Supervisory Board intend to propose an adjusted resolution for the appropriation of profits that will still allow for a distribution of EUR 0.62 per eligible share. The amount to be carried forward to new account will be increased accordingly.

In accordance with Section 58(4) sentence 2 AktG, shareholders' entitlement to the dividend becomes due on the third business day aſter the resolution by the Annual General Meeting. The dividend is therefore to be paid on 14 June 2022.

Please note that postal votes or votes cast by or instructions to an authorised representative with regard to this agenda item 2 will remain effective if the proposal for the appropriation of net retained profits is amended due to a change in the eligible shares.

3.

OFFICIAL APPROVAL OF THE ACTIONS OF THE MANAGEMENT BOARD FOR THE 2021 FINANCIAL YEAR

The Management Board and the Supervisory Board propose that the actions of the members of the Management Board in office in the 2021 financial year be approved for this period.

4.

OFFICIAL APPROVAL OF THE ACTIONS OF THE SUPERVISORY BOARD FOR THE 2021 FINANCIAL YEAR

The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board in office in the 2021 financial year be approved for this period.

5.

APPOINTMENT OF THE AUDITOR OF THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2022 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 Wirtschaſts-prüfungsgesellschaſt, Rather Str. 49g, 40476 Düsseldorf, Germany, as the auditor of the annual and consolidated financial statements for the financial year ending 31 December 2022. 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.

6.

ELECTIONS TO THE SUPERVISORY BOARD

The term of office of all Supervisory Board members ends at the close of the Annual General Meeting on 9 June 2022. A new election is therefore necessary.

Pursuant to Article 40 (3) of the Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) (SE-VO) in conjunction with Section 12 (1) of the Articles of Association, the Supervisory Board is composed of five members, all of whom are elected by the Annual General Meeting.

The Supervisory Board proposes, based on corresponding recommendations of the Nomination Committee, to elect the following persons as members of the Supervisory Board for the period until the end of the Annual General Meeting which resolves on the ratification of the actions of the members of the Supervisory Board for the fiscal year 2025:

  • 6.1 Mr. Stefan Brendgen, independent business consultant, resident in Mönchengladbach

  • 6.2 Dr Jochen Scharpe, managing partner of AMCI GmbH* and Re-Turn Immobilien GmbH*, residing in Munich

  • 6.3 Ms. Christiane Jansen, Managing Director of Westdeutsche Lotterie GmbH & Co. oHG, residing in Essen

  • 6.4 Mr. Thomas Hegel, independent attorney and business consultant, residing in Erſtstadt

  • 6.5 Mr. Dietmar P. Binkowska, independent business consultant, resident in Ratingen

The nominations were made on the basis of the recommendations of the German Corporate Governance Code, fulfil the objectives specified by the Supervisory Board for its composition, competency profile and diversity concept and are based on the recommendation of the Nomination Committee. The Supervisory Board has assured itself that the proposed candi-dates are able to devote the time expected to the office.

In the opinion of the Supervisory Board, no personal or business relationships as defined in recommendation C.13 of the German Corporate Governance Code exist between the nominees and the Company or other companies of the Instone Group, the corporate bodies of the Company (with the exception of membership of the Supervisory Board of the Company already existing as a result of their appointment by court order) and shareholders with a direct or indirect interest of more than 10% in the Company. In the opinion of the Supervisory Board, all nominees are independent within the meaning of the German Corporate Governance Code.

The candidates are members of the following (a) other statutory supervisory boards and (b) comparable domestic and foreign supervisory bodies of business enterprises

  • ▶ Mr. Stefan Brendgen:

    • (a) aam2core Holding AG** (Chairman of the Supervisory Board) HAHN-Immobilien-Beteiligungs AG* (Chairman of the Supervisory Board)

    • (b) None

  • ▶ Dr Jochen Scharpe:

    • (a) FFIRE Immobilienverwaltung AG* (Deputy Chairman of the Supervisory Board) LEG Immobilien SE

    • (b) None

  • ▶ Ms. Christiane Jansen: (a) None

(b) None

  • ▶ Mr. Thomas Hegel:

    • (a) None

    • (b) Wohnbau GmbH*

  • ▶ Mr. Dietmar P. Binkowska:

    • (a) Kathrein SE*

    • (b) None

* = Non-listed company; ** = Non-isted company and not performing a function comparable to a supervisory board of a listed company pursuant to recommendation C. 4 of the German Corporate Governance Code

In accordance with Recommendation C.15 of the German Corporate Governance Code, it is intended to hold the elections on an individual basis.

In the event of his election, the Supervisory Board intends to elect Mr. Brendgen as Chairman of the Supervisory Board of the Company immediately aſter the Annual General Meeting.

The curricula vitae of the candidates, including an overview of their main activities in addition to their Supervisory Board mandate, are printed under II.1 of this invitation as an annex to this agenda item 6 and are also available on the Company's website athttps://ir.de.instone.de/websites/instonereal/English/6000/annual-general-meeting.html.

Management Board and Supervisory Board also intend to increase the size of the Supervisory Board to six members for the 2023 Annual General Meeting in order to implement a future target for the proportion of women on the Supervisory Board of 30%, so that the Supervisory Board can nominate another woman as a member of the Supervisory Board in 2023.

7.

APPROVAL OF THE REMUNERATION REPORT

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 must pass a resolution on the approval of the remuneration report for the previous financial year prepared and audited in accordance with Section 162 AktG. The remuneration report for the fiscal year 2021 was prepared by the Management Board and Supervisory Board in accordance with Section 162 AktG and formally audited by the Company's auditor. It is included in the annual report for the financial year 2021, available at the Company's website athttps://ir.de.instone.de/websites/instonereal/English/6000/annual-general-meeting.html and is also printed under item II.2 of this invitation as an annex to this agenda item 7.

Management Board and Supervisory Board propose the approval of the remuneration report for the financial year 2021.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Instone Real Estate Group AG published this content on 28 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2022 14:26:08 UTC.