Varia US Properties : Auditors Report – Extraordinary Dividend 2022

Varia US Properties AG, Zug

Report of the statutory auditor on the proposal of the Board of Directors for the appropriation of available earnings

Extraordinary Dividend 2022

KPMG SA

Geneva, 10 October 2023

KPMG SA

Esplanade de Pont-Rouge 6

PO BoxPO Box 1571

CH-1211 Geneva

[phone] kpmg.ch

Report of the Statutory Auditors to the Extraordinary General Meeting of Varia US Properties AG, Zug

Opinion

We have audited the proposal of the Board of Directors dated 9 October 2023 for the appropriation of available earnings and the distribution of reserves from capital contributions of Varia US Properties AG (the Company).

In our opinion, the accompanying proposal of the Board of Directors for the appropriation of available earnings and the distribution of reserves from capital contributions comply with Swiss law and the Company's articles of incorpo- ration.

Basis for opinion

We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the "Auditor's responsibilities" section of our re- port. We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, and we have fulfilled our other ethical responsibilities in accordance with these require- ments.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opin- ion.

Board of Directors' responsibilities

The Board of Directors is responsible for compliance with the legal provisions and the Company's articles of incorporation regarding the appropriation of available earnings and the distribution of reserves from capital contribu- tions.

Auditor's responsibilities

Our objectives are to obtain reasonable assurance about whether the proposal for the appropriation of available earnings and the distribution of reserves from capital contributions comply with the provisions of Swiss law and Company's articles of incorporation and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the proposal.

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Varia US Properties AG, Zug

Report of the statutory auditor on the proposal of the Board of Directors for the appropriation of available earnings

As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement in the proposal, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appro- priate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, mis- representations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

KPMG SA

{{Signatureleft}}	{{Signatureright}}
Bruno Beça	Philippine Bouvard
Licensed Audit Expert	Licensed Audit Expert
Auditor in Charge
Geneva, 10 October 2023

Enclosure:

- Proposal of the Board of Directors dated 9 October 2023 for the appropriation of available earnings

2

Proposal of the Board of Directors for the appropriation of available earnings of Varia US Properties AG for the year ending December 31, 2022 to the Extraordinary General Meeting

Proposal: The Board of Directors proposes to the Extraordinary General Meeting the distribution of an extraordinary dividend in an aggregate amount of CHF 3.00 per share payable in equal parts from available earnings and from statutory capital reserves of Varia US Properties AG as of and for the year ended 31 December 2022 as follows:

Available retained earnings and statutory capital reserves:

				from available		from statutory		added up
				earnings		capital reserves		(in CHF)
				(in CHF)		(in CHF)
	Retained earnings / Statutory capital			32,544,163			222,847,299			255,391,462
	reserves contributions, carried forward
	Net profit for the year ended December 31, 2022	45,994,153	-		45,994,153
	Allocation to the general legal reserves as
	resolved by the ordinary general meeting on	2,300,000	-		2,300,000
	April 25, 2023
	Dividend distribution resolved by the ordinary
	general meeting on April 25, 2023, paid out on	6,075,611	6,075,611	12,151,222
	or around May 10, 2023
	Additional dividend distribution resolved by the
	ordinary general meeting on April 25, 2023,
	paid out on or around or to be paid out on,	10,126,018	10,126,018	20,252,036
	August 9th, 2023, November 9th, 2023,
	February 9th, 2024, and May 9th, 2024
	Available earnings / capital contributions			60,036,687			206,645,670			266,682,357

Proposed extraordinary dividend distribution:

	from available			from statutory	added up
	earnings			capital reserves	(in CHF)
	(in CHF)			(in CHF)
Dividend distribution from each of (i) the
available earnings and (ii) the statutory capital	15,189,027	15,189,027	30,378,054
reserves, payable on November 9, 2023
Balance to be carried forward	44,847,660		191,456,643	236,304,303