LEG Immobilien : Explanatory notes on the rights of shareholders

Explanatory notes on the rights of shareholders

pursuant to Sections 122 (2), 126 (1), 127, 131 (1) of the German Stock Corporation Act (AktG)

The invitation to the Annual General Meeting already contains information on the rights of shareholders in accordance with Sections 122 (2), 126 (1), 127 and 131 (1) of the German Stock Corporation Act (AktG). The following explanations provide further details.

1. Addition to the agenda

Shareholders whose shares together amount to a proportionate amount of EUR 500,000.00 of the share capital (this corresponds to 500,000 shares) may request that items be placed on the agenda and published in accordance with Article 56 of the SE Regulation, Section 50

(2) of the SE Implementation Act (SEAG) and Section 122 (2) of the German Stock Corporation Act (AktG). Each new item must be accompanied by a statement of reasons or a draft resolu- tion. The request must be sent in writing to the following address:

LEG Immobilien SE

Management Board

Flughafenstraße 99

40474 Düsseldorf

In accordance with Section 122 (2) AktG, it must be received by the company at least 30 days before the meeting, i.e. by no later than 22 April 2024, 24:00 hours (CEST).

Additions to the agenda that are to be announced will be published in the Federal Gazette immediately after receipt of the request. They will also be made available on the Company's website at https://ir.leg-se.com/hv2024and communicated to the shareholders.

The relevant provisions of the SE Regulation, the SEAG and the German Stock Corporation Act are summarised as follows:

SE Regulation

Art. 56 Additions to the agenda

The addition of one or more items to the agenda for a General Meeting may be requested by one or more shareholders, provided that their share of the subscribed capital is at least 10%. The procedures and deadlines for this request shall be determined in accordance with the national law of the state in which the SE has its registered office or, in the absence of such provisions, in accordance with the SE's Articles of Association. The statutes or the law of the state in which the registered office is situated may provide for a lower percentage under the same conditions as for public limited companies.

SEAG

Section 50 Convening and supplementing the agenda at the request of a minority

1. The convening of the Annual General Meeting and the drawing up of its agenda in accordance with Article 55 of the Regulation may be requested by one or more shareholders, provided that his or her share in the share capital is at least 5 per cent.
2. The addition of one or more items to the agenda for an Annual General Meeting may be requested by one or more shareholders if his or her share reaches 5 per cent of the share capital or the proportionate amount of EUR 500,000.

Stock Corporation Act

Section 122 Convening a meeting at the request of a minority [excerpt]

1. The Annual General Meeting shall be convened if shareholders whose shares to- gether amount to one-twentieth of the share capital request such a meeting in writing, stating the purpose and reasons; the request shall be addressed to the Management Board. The Articles of Association may link the right to request the convening of the Annual General Meeting to a different form and to the holding of a lower proportion of the share capital. The applicants must prove that they have held the shares for at least 90 days prior to the date of receipt of the request and that they will hold the shares until the Management Board decides on the request. Section 121 (7) shall apply accordingly.
2. In the same way, shareholders whose shares together amount to one-twentieth of the share capital or a proportionate amount of EUR 500,000 may request that items be placed on the agenda and publicised. Each new item must be accom- panied by a statement of reasons or a draft resolution. The request within the meaning of sentence 1 must be received by the company at least 24 days, in the case of listed companies at least 30 days, prior to the meeting; the day of receipt is not included.

Section 121 General [extract]

1. In the case of deadlines and dates that are calculated back from the meeting, the day of the meeting shall not be counted. A postponement from a Sunday, a Sa- turday or a public holiday to a preceding or subsequent working day shall not be considered. Sections 187 to 193 of the German Civil Code shall not apply accord- ingly. In the case of non-listed companies, the articles of association may stipu- late a different calculation of the deadline.

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Section 124 AktG Announcement of requests for supplements; proposals for resolutions [excerpt]

1. If the minority has requested that items be placed on the agenda in accordance with section 122 para. 2, these must be announced either when the meeting is convened or otherwise immediately after receipt of the request.Section 121 para.
   4 applies accordingly; in addition, section 121 para. 4a applies accordingly for lis- ted companies. Announcement and forwarding must be carried out in the same way as for the convocation.

2. Countermotions; election proposals

Pursuant to Section 126 (1) AktG, every shareholder is entitled to submit countermotions to the proposed resolutions on the items on the agenda. If the countermotions are to be made accessible by the Company, they must be accompanied by a statement of reasons and sub- mitted at least 14 days before the Annual General Meeting, i.e. by 8 May 2024, 24:00 hours (CEST) at the latest,

• under the address

LEG Immobilien SE Management Board Flughafenstraße 99 40474 Düsseldorf or

• under the e-mail address [e-mail] or
• under the conditions of Section 67c AktG by way of transmission through intermedia- ries

to be sent. Countermotions addressed elsewhere do not have to be made accessible.

In all cases where a counter-motion is sent, receipt of the counter-motion by the Company is decisive.

Countermotions by shareholders that are to be made accessible will be made available on the Internet at https://ir.leg-se.com/hv2024,including the name of the shareholder and the reasons for the countermotion as well as any comments by the management.

The Management Board does not need to make a countermotion and its grounds accessible if the requirements of Section 126 para. 2 AktG are met. If several shareholders submit coun- termotions on the same subject of the resolution, the Management Board may summarise the countermotions and their reasons in accordance with section 126 para. 3 AktG.

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Pursuant to Section 127 sentence 1 AktG, these provisions apply mutatis mutandis to the proposal of a shareholder for the election of Supervisory Board members or auditors. How- ever, such proposals do not need to be substantiated. In addition to the reasons stated in Section 126 para. 2 AktG, the Management Board is also not required to make a nomination accessible if the nomination does not include the name, profession and place of residence of the candidate. Proposals for the election of Supervisory Board members also do not need to be made accessible if they are not accompanied by information on the membership of the proposed Supervisory Board candidate in other statutory supervisory boards within the meaning of Section 125 para. 1 sentence 5 AktG.

The relevant provisions of the German Stock Corporation Act read in part as follows:

Section 126 Motions by shareholders

1. Shareholder motions, including the name of the shareholder, the grounds and any statement by the management, shall be made available to the authorised persons specified in Section 125 (1) to (3) under the conditions specified therein if the shareholder has sent a countermotion against a proposal by the Management Board and Supervisory Board on a specific item on the agenda, together with the grounds, to the address specified for this purpose in the notice convening the meeting at least 14 days before the meeting.The day of receipt shall not be coun- ted. In the case of listed companies, access must be provided via the company's website. Section 125 (3) applies accordingly.
2. A countermotion and its grounds need not be made accessible,
3. 1. to the extent that the Management Board would make itself liable to prosecution by making it accessible,
   2. if the counter-motion would lead to a resolution of the Annual General Meeting that is illegal or contrary to the Articles of Association,
   3. if the statement of grounds contains obviously false or misleading information in essential points or if it contains insults,
   4. if a countermotion of the shareholder based on the same facts has already been made available to a General Meeting of the Company in accordance with Section 125,
   5. if the same countermotion of the shareholder with essentially the same justifica- tion has already been made available to at least two Annual General Meetings of the Company in the last five years in accordance with Section 125 and less than one-twentieth of the share capital represented voted in favour of it at the Annual General Meeting,
   6. if the shareholder indicates that he will not attend the Annual General Meeting and will not be represented, or

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7. if the shareholder has not submitted a countermotion communicated by him or has not had one submitted at two Annual General Meetings in the last two years.

The statement of grounds need not be made accessible if it exceeds 5,000 characters in total.

1. If several shareholders submit countermotions on the same subject of the reso- lution, the Management Board may summarise the countermotions and the reasons for them.

Section 127 Nominations by shareholders

Section 126 shall apply mutatis mutandis to the proposal of a shareholder for the election of Supervisory Board members or auditors. The nomination need not be substantiated. The Management Board does not need to make the nomination accessible even if the nomination does not contain the information pursuant to Section 124 para. 3 sentence 4 and Section 125 para. 1 sentence 5. The Management Board must include the following information in a shareholder's proposal for the election of Supervisory Board members of listed companies to which the Co- Determination Act, the Co-Determination Act or the Supplementary Co-Determination Act apply:

1. Reference to the requirements of Section 96 (2),
2. Indication of whether the overall fulfilment pursuant to section 96 (2) sentence 3 was objected to and
3. Indication of the minimum number of seats on the Supervisory Board that must be held by women and men in order to fulfil the minimum quota requirement pur- suant to Section 96 (2) sentence 1.

Section 124 Publication of requests for supplements; proposals for resolutions (excerpt)

(3)... The proposal for the election of Supervisory Board members or auditors must

state their name, profession and place of residence. ...

Section 125 Notifications for shareholders and Supervisory Board members (extract)

1. ... In the case of listed companies, a proposal for the election of supervisory board members shall be accompanied by information on their memberships in other supervi- sory boards required by law; information on their membership in comparable domestic and foreign supervisory bodies of commercial enterprises shall be included.

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2. Right to information

Pursuant to Section 131 (1) of the German Stock Corporation Act (AktG), each shareholder must be provided with information on company matters by the Management Board upon re- quest at the Annual General Meeting, provided that the information is necessary for the pro- per assessment of an item on the agenda and there is no right to withhold information. The Management Board's duty to provide information also extends to the Company's legal and business relationships with its affiliated companies. Furthermore, the duty to provide informa- tion also applies to the situation of the LEG Group and the companies included in the LEG consolidated financial statements. The circumstances in which the Management Board is au- thorised to refuse to provide information at are presented on the Company's website at https://ir.leg-se.com/hv2024.

The relevant provisions of the German Stock Corporation Act read in part as follows: Section 131 Shareholder's right to information (extract)

1. 1. Upon request, the Management Board must provide each shareholder with information on company matters at the Annual General Meeting, insofar as this is necessary for a proper assessment of the agenda item. The duty to provide information also extends to the company's legal and business rela- tionships with an affiliated company. If a company makes use of the exemp- tions pursuant to Section 266 (1) sentence 3, Section 276 or Section 288 of the German Commercial Code, each shareholder may request that the an- nual financial statements be presented to them at the Annual General Mee- ting on the annual financial statements in the form that they would have without these exemptions. The duty of the Management Board of a parent company (Section 290 (1), (2) of the German Commercial Code) to pro- vide information at the Annual General Meeting to which the consolidated financial statements and the group management report are presented also extends to the situation of the group and the companies included in the consolidated financial statements.
      ...
2. The information must comply with the principles of conscientious and faithful ac- countability. The articles of association or the rules of procedure pursuant to § 129 may authorise the chairman of the meeting to limit the shareholder's right to ask questions and speak for a reasonable period of time and to determine further details.
3. The Management Board may refuse to provide information,

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1. to the extent that the provision of the information is likely, according to reasonable commercial judgement, to cause the company or an affiliated company a not insignificant disadvantage;
2. insofar as it relates to tax valuations or the amount of individual taxes;
3. on the difference between the value at which items have been recognised in the annual balance sheet and a higher value of these items, unless the Annual General Meeting approves the annual financial statements;
4. on the accounting and valuation methods, insofar as the disclosure of these methods in the notes is sufficient to give a true and fair view of the net as- sets, financial position and results of operations of the company within the meaning of Section 264 (2) of the German Commercial Code; this does not apply if the Annual General Meeting approves the annual financial state- ments;
5. insofar as the Management Board would be liable to prosecution by provi- ding the information;
6. insofar as a credit institution, a financial services institution or a securities institution is not required to disclose information on the accounting and va- luation methods applied and any offsetting in the annual financial state- ments, management report, consolidated financial statements or group management report;
7. insofar as the information is continuously available on the company's web- site for at least seven days before the start of and during the Annual General Meeting.

Information may not be refused for other reasons.

1. If a shareholder has been provided with information outside the Annual General Meeting in his capacity as a shareholder, this information must be provided to any other shareholder at his request at the Annual General Meeting, even if it is not necessary for a proper assessment of the item on the agenda. ... The Manage- ment Board may not refuse to provide information in accordance with paragraph 3 sentence 1 nos. 1 to 4. Sentences 1 to 3 shall not apply if a subsidiary (Section 290 (1), (2) of the German Commercial Code), a joint venture (Section 310 (1) of the German Commercial Code) or an associated company (Section 311 (1) of the German Commercial Code) provides the information to a parent company (Sec- tion 290 (1), (2) of the German Commercial Code) for the purpose of including the company in the consolidated financial statements of the parent company and the information is required for this purpose.
2. If a shareholder is refused information, he may request that his question and the reason for which the information was refused be recorded in the minutes of the meeting. ...

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The chairman of the meeting is authorised to take various management and regulatory measures at the Annual General Meeting. This also includes restricting the right to speak and ask questions. The underlying provisions of the Articles of Association of LEG Immobilien SE are as follows:

Section 12 of the Articles of Association of LEG Immobilien SE (extract)

12.8 The chairman of the meeting chairs the meeting. He determines the order in which the items on the agenda are dealt with, as well as the type and order of voting. The chairman of the meeting may determine the order in which speeches are made and is authorised to impose reasonable time limits on the shareholders' right to ask questions and speak.In particular, he is authorised to set a reasonable time limit for the entire Annual General Meeting, for individual agenda items or for individual questions or speeches at the beginning of the Annual General Meeting or during the course of the meeting.

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