General Provisions. Article 1 Company, Registered Office and Financial Year. Accentro Real Estate AG.

Transcription

1 General Provisions Article 1 Company, Registered Office and Financial Year 1. The Company bears the name 2. The Company s registered office is in Berlin. Accentro Real Estate AG. 3. The financial year coincides with the calendar year. The time between 01 July 2014 and 31 December 2014 is treated as a short financial year. Article 2 Object of the Enterprise 1. The object of the enterprise is the acquisition, ownership and management (including fiduciary management) of assets, especially of real estate assets, as well as the performance of activities related thereto with the exception of activities pursuant to Art. 34c, German Industrial Code (GewO), and pursuant to Art. 1, German Banking Act (KWG). 2. The Company is authorised to transact any business suitable to directly or indirectly serve the corporate purpose. 3. The Company may form, take over, represent or acquire interests in other companies of identical or similar type. It may conclude intercompany agreements and set up branch offices outside Germany. Article 3 Announcements 1. The Company s designated publications within the meaning of Art. 25, German Stock Corporation Act (AktG), is exclusively the Electronic Federal Gazette, while notices whose publication in the Company s designated publications is not required by law or the Articles of Association (voluntary publication of notices) may be published either in the Electronic Federal Gazette or on the Company s homepage. 2. Information intended for the bearers of the Company s registered securities may also be communicated via remote data transmission.

2 II. Share Capital and Shares Article 4 Share Capital 1. The Company s share capital amounts to EUR 24,871, (in words: euros twenty-four million eight-hundred seventy-one thousand two-hundred ninety-five). 2. It breaks down into 24,871,295 no-par value shares with a pro-rata amount in the share capital of EUR 1.00 per share. 3. The original share capital in the amount of EUR 5,000, was provided by means of a change in legal form of the IMMCON Immobilien-Consulting Jakob GmbH with registered office in Dresden. 4. The share capital has been conditionally increased by up to EUR 1,800, through the issuance of up to 1,800,000 new no-par-value bearer shares (Conditional Capital 2017). Sole purpose of the conditional capital increase is the fulfilment of options that are granted until 14 May 2020 as authorised by the Annual General Meeting on 15 May 2017 under Agenda Item 7, letter a). The conditional capital increase will go ahead only if bearers of the issued options exercise their right to subscribe shares of the Company, and if the Company draws on the Conditional Capital 2017 to settle these options. Shares from the Conditional Capital 2017 is issued at the issue price as specified in the authorisation, and the new shares participate in the profit from the start of the financial year in which they were created through the exercise of options. 5. The share capital has been conditionally increased by up to EUR 10,341, through the issuance of up to 10,341,034 new no-par-value bearer shares (Conditional Capital 2014). The conditional capital increase will only be implemented to the extent that (i) (ii) the bearers of convertible and/or warrant bonds and/or participation rights with conversion or pre-emptive rights that were issued by the Company or its subordinate group companies on the basis of the authorisation resolution by the Annual General Meeting of 27 February 2013 exercise their conversion or pre-emptive rights and the Company decides to redeem the conversion or pre-emptive rights from this conditional capital, or the bearers of convertible and/or warrant bonds and/or participation rights with conversion or pre-emptive rights with a conversion obligation that were issued by the Company or its subordinate group companies on the basis of the authorisation resolution by the Annual General Meeting on 27 February 2013 satisfy their obligation and the Company decides to redeem the conversion or pre-emptive rights from this conditional capital. The share issuance shall proceed in line with the provisions of the authorisation resolution by the Annual General Meeting of 27 February 2013, i.e. in particular at a price equal to no less than 80% of the average stock market price of the company shares in the opening auction in XETRA trading (or a successor system) on the last ten (10) trading days before the resolution by the Management Board to issue the respective bonds, taking into account adjustments pursuant to the dilution protection regulations of the resolution by the Annual General Meeting of 27 February 2013 under agenda item 8 lit. g).

3 The Supervisory Board is authorised to amend the Articles of Association to reflect the respective scope of the share capital increase through the Conditional Capital The Management Board is authorised to increase, subject to the approval by the Supervisory Board, the share capital of the Company by up to EUR 12,218, by issuing, on one or several occasions, up to 12,218,232 new bearer shares in exchange for non-cash and/or cash contributions up to and including 15 June 2020 (Authorised Capital 2015). The Management Board is moreover authorised to exclude the shareholders subscription rights wholly or in part, subject to the Supervisory Board s approval. However, the exclusion of the shareholders subscription rights is permitted in the following instances only: (i) (ii) (iii) (iv) (v) for capital increases against cash contributions if shares in the Company are traded on a stock market (regulated market or OTC or the successors to these segments), the capital increase does not exceed 10% of the share capital and the issue price of the new shares does not significantly undercut the market price of shares in the Company of the same class and features already traded on the stock market within the meaning of Art. 203, Sections 1 and 2, and Art. 186, Sec. 3, Sent. 4, German Stock Corporation Act (AktG). The amount of 10% of the share capital must include the amount relating to shares issued or disposed of on the basis of a different corresponding authorisation with pre-emptive rights ruled out under direct or implicit application of Art. 186, Sec. 3, Sent. 4, AktG, if such inclusion is required by law. For the purposes of this authorisation, the issue price for the purchase of new shares by an intermediary with the simultaneous obligation of such intermediary to offer the new shares for purchase by one or more third parties designated by the Company is deemed to be the amount that must be paid by the third party or third parties; for capital increases against non-cash contributions, particularly for the acquisition of companies, parts of companies and investments in companies, industrial property rights, such as patents, brands or licenses to these, or other product rights or other non-cash contributions, including debenture bonds, convertible bonds and other financial instruments; to the extent required in order to grant holders or creditors of the debenture bonds with warrant or conversion rights or obligations issued by the Company or group companies subscription rights to new shares to the extent to which they would be entitled to these after exercising their option or conversion privileges or after having fulfilled their warrant or conversion obligations; or for fractional amounts arising from subscription ratios; or in other cases in which the exclusion of subscription rights is understood to be in the Company s best interest. The Management Board is authorised, with the approval of the Supervisory Board, to determine the further content of share rights and the other details of the capital increase and its implementation. The Management Board is authorised to determine that, pursuant to Art. 186, Sec. 5, AktG, the new shares must be assumed by a bank or a company operating in accordance with Art. 53, Sec. 1, Sent. 1, or Art. 53b, Sec. 1, Sent. 1, or Sec. 7, KWG, with the obligation of offering them for subscription by shareholders. The Supervisory Board is authorised to amend the Articles of Association to reflect the respective scope of the share capital increase through the Authorised Capital [currently not assigned]

4 8. deleted Article 5 Shares 1. The shares are bearer shares. Unless regulated otherwise by the capital increase resolution, the new shares shall also be bearer shares. 2. The Management Board defines the form that share certificates, dividend coupons and renewal coupons, debenture bonds, as well as of interest coupons and renewal coupons. The Company may issue one or more global certificates and/or single certificates. Shareholders are not entitled to a securitisation of their shares. 3. A capital increase resolution may redefine the profit sharing of new shares in deviation of Art. 60, Sec. 2, AktG.

5 III. Management Board Article 6 Composition and Rules of Procedure 1. The Management Board is composed of one or several persons. 2. The Supervisory Board may appoint up to five Management Board members; it may moreover appoint deputy members of the Management Board that have the same rights of representation of the Company in relation to third parties as the regular members of the Management Board. 3. The Supervisory Board may appoint a chairperson to the Management Board. 4. Resolutions by the Management Board are passed with a simple majority unless unanimity is mandated by law. In the event of a tie vote, the chairperson has the deciding vote. If the Management Board consists of only two members, resolutions always require the consent by all members. 5. The Supervisory Board must issue rules of procedure for the Management Board. Article 7 Management and Representation 1. If the Company has appointed only one member of the Management Board, it shall be solely represented by the latter. 2. If several members have been appointed to the Management Board, the Company shall be represented by two members or one member together with an authorised signatory. 3. If several members have been appointed to the Management Board, the Supervisory Board may resolve to grant sole representation to one or several or all of these members. Moreover, the Supervisory Board may exempt individual or all members of the Management Board as well as authorised signatories with legal proxy rights from the prohibition on multiple representation pursuant to Art. 181, 2nd alternative, German Civil Code (BGB); Art. 112, AktG, remains unaffected. 4. The Management Board conducts the Company s business in accordance with statutory provisions, these Articles of Association, and the Rules of Procedure. 5. The Management Board requires the Supervisory Board s consent in cases specified by law, these Articles of Association and the Management Board s own rules of procedure.

6 IV. Supervisory Board Article 8 Composition, Term in Office, Resignation from Office 1. The Supervisory Board consists of three members, unless a higher number is legally mandated. 2. Unless otherwise mandated by law, the members of the Supervisory Board are elected for the period ending with the Annual General Meeting that formally approves the actions of the members of the Supervisory Board during the fourth financial year after the commencement of their term on the Board. The Financial Year in which the term in office commences does not count as part of the term. The Annual General Meeting may also define a shorter term in office. The successor to a member resigning from the Board before the end of his or her term of office for whatever reason shall be elected only for the remainder of the resigning member s term. 3. No former member of the Company s Management Board may be appointed to the Supervisory Board if the latter already includes two former Management Board members. Neither does a person qualify for an appointment to the Supervisory Board who is a member of the Management Board of a listed company and who already holds five supervisory board mandates in listed companies not part of the Group, or who exercises executive or advisory functions for any of the Company s main competitors. Art. 100, Sec. 4, AktG, remains unaffected. 4. Members of the Supervisory Board may also resign their office without giving a reason by written notice addressed to the chairperson of the Supervisory Board or to the Management Board, subject to a notice period of four weeks. The right to resign the office for good cause remains unimpaired. 5. Following the Annual General Meeting at which all Supervisory Board members up for election by the Annual General Meeting were newly elected, a Supervisory Board meeting will convene that requires no separate invitation. At this meeting, the Supervisory Board elects a Chairperson and a Deputy Chairperson that will serve during the Supervisory Board s entire term of office. Whenever the chairperson or a deputy chairperson leaves office prematurely, the Supervisory Board shall immediately elect a new chairperson or deputy chairperson for the retiring member s remaining term of office. 6. The chairperson of the Supervisory Board is authorised to accept declarations addressed to the Supervisory Board on the Board s behalf, and to issue declarations as required for the implementation of resolutions. Article 9 Supervisory Board Meetings 1. Meetings of the Supervisory Board shall be convened in writing by its chairperson, subject to a notice period of 14 days not including the day on which the invitation was sent nor the day of the meeting. In urgent cases, the chairperson may shorten the deadline and convene a meeting orally, by telephone, telex, telegraph or When not in session, the Supervisory Board may pass its resolutions in writing, by telephone, by (computer) facsimile, or video conferencing. The chairperson decides on the form of the resolution. 3. The Supervisory Board constitutes a quorum if half of the members it is supposed to have as defined by law or the Articles of Association, but in any case comprising at least three

7 members, participate in the resolutions, and if the chairperson or the deputy chairperson of the Supervisory Board is among them. A member shall participate in the resolutions even if he or she abstains from voting. 4. Resolutions require a majority of the cast votes. In elections, a proportional majority will suffice to carry the vote. Abstentions shall not be deemed to be votes. If the vote is tied, the decisive vote shall be the one cast by the chairperson or, if the chairperson does not participate in the resolution, by the deputy chairperson. The same principle applies to elections. The chairperson shall define the type of vote to be used. 5. Minutes shall be kept of the meetings of the Supervisory Board, which shall be signed by the chairperson. The same applies, mutatis mutandis, to resolutions passed in writing, by telephone, (computer) facsimile, or video conferencing. 10 Rules of Procedure for the Supervisory Board The Supervisory Board shall determine its own rules of procedure in accordance with the law and the Articles of Association. Article 11 Responsibilities of the Supervisory Board, Remuneration 1. The Supervisory Board shall supervise the management activities of the Company s Management Board. 2. The Supervisory Board is authorised to pass amendments to these Articles of Association that are limited to their wording (Art. 179, Sec. 1, Sent. 2, AktG). 3. The members of the Supervisory Board receive a fixed remuneration for each full financial year they served on the Supervisory Board, payable after the end of each financial year. If a board member leaves the Supervisory Board before the end of the year, his or her remuneration shall be paid on a pro-rata temporis basis. The amount of remuneration is determined by the head office. 4. The Company reimburses the members of the Supervisory Board for their out-of-pocket expenses. The Company will reimburse the value-added tax to those members of the Supervisory Board who are authorised to invoice the value-added tax separately to the Company and who exercise this right, if any.

8 V. Annual General Meeting Article 12 Place, Convening and Chair of the Meeting 1. The Annual General Meeting shall take place at the Company s registered office or in another major German city with a population of more than 100,000. The place shall be chosen by the Management Board. 2. The Annual General Meeting shall be convened within the statutory period of time via notification in the Electronic Federal Gazette. 3. Attendance of the Annual General Meeting, the exercise of voting rights and the submission of motions are limited to shareholders who register with the Company in writing, using either German or English, within the statutory period prior to the Annual General Meeting. 4. The attendance of the Annual General Meeting and the exercise of voting rights moreover requires proof of share ownership, taking the form of a written confirmation in the German or English language by the custodian bank or the respective financial services institution. The proof substantiating share ownership must reference the legally scheduled time ( the record date ). 5. Registration and proof of share ownership must be received by the Company at the address or addresses specified in the notice convening the Annual General Meeting within the statutory period prior to the Annual General Meeting. The invitation may specify other forms and languages in which the registration and the proof of share ownership may be submitted, and may also specify other institutions that may issue the proof. 6. Notifications by the Company pursuant to Art. 125, Sec. 2, AktG, to shareholders who request this or who are listed in the share register by the 14th day prior to the Annual General Meeting will be transmitted exclusively via electronic communication. 7. Notifications by the Company pursuant to Art. 125, Sec. 1, AktG, through credit institutions that have bearer shares of the Company in custody on behalf of shareholders by the 21st day prior to the Annual General Meeting will be transmitted exclusively by means of electronic communication. 8. The Annual General Meeting will be chaired by the chairperson of the Supervisory Board. If the latter is not in attendance, it will be chaired by the deputy chairperson. If the deputy chairperson is not in attendance either, the meeting shall be chaired by the oldest one of the Supervisory Board members present. If the latter is not in attendance, the next oldest member of the Supervisory Board shall chair the meeting. In the event that none of the persons qualified to chair the meeting according to the above arrangement are in attendance, the Annual General Meeting shall elect a chairperson. Article 13 Resolutions 1. Each share conveys one vote at the Annual General Meeting. The voting right becomes effective once the statutory minimum investment in the shares has been paid in. 2. The voting right may be exercised by an authorised representative. Unless otherwise mandated by law, powers of attorney must be issued in writing or in another way to be specified by the Company. If, in addition to the written form specified in the foregoing sentence, a different form of issuing a power of attorney is to be permitted, this shall be announced at the time the General Meeting is convened; otherwise, the written form shall

9 remain the standard instrument unless otherwise mandated by law. The provision in this section governing the form of powers of attorney does not extend to the form in which powers of attorney are issued to banks, shareholder associations or other institutions or persons covered by Art. 135, AktG. 3. Unless mandatory legal provisions or the provisions of these Articles of Association stipulate otherwise, the resolutions of the Annual General Meeting shall be adopted by a simple majority of the votes cast and, unless the law requires a majority of the share capital in addition to the majority of the votes cast, by a simple majority of the share capital represented at the time the resolution is adopted. 4. The chairperson of the meeting is authorised to limit the shareholders right to speak and ask questions to a reasonable length of time. In particular, the chairperson has the right to set a reasonable frame for the time allocated to questions and statements for the Annual General Meeting as a whole, for individual agenda items and/or for certain questions and statements. 5. The members of the Management Board and the Supervisory Board should attend the Annual General Meeting in person. If a given member of the Supervisory Board is unable to attend the Annual General Meeting because he or she is abroad for important reasons, he or she may also attend the Annual General Meeting by way of video and audio transmission.

10 VI. Annual Accounts and Appropriation of Profits Article 14 Annual Financial Statements and Annual General Meeting 1. The Management Board shall prepare the annual financial statements and the management report for the past financial year and submit them to the Supervisory Board within the statutory period (Art. 264, German Commercial Code [HGB]). The Management Board shall simultaneously submit to the Supervisory Board its proposal for the appropriation of net retained profits that it intends to submit to the Annual General Meeting. The Supervisory Board shall examine the annual financial statements, the management report and the proposal for the appropriation of net retained profits. 2. If the Management Board and Supervisory Board approve the annual financial statements, they may transfer up to 20 percent of the year s net income into the other retained earnings. 3. If the Annual General Meeting approves the annual financial statements, 20 percent of the year s net income for the year shall transferred into the retained earnings until this reserve reaches an amount equal to the share capital. 4. Before calculating the amount of net income that is to be transferred to the retained earnings in accordance with Sections 2 and 3, above, the allocations to the legal reserve and losses carried forwards must be deducted. 5. Upon receipt of the Supervisory Board s report on its review findings, the Management Board shall directly convene the Annual General Meeting, which must take place within the first eight months of any given financial year. It resolves on the approval of the activities of the Management Board and the Supervisory Board, and on the appropriation of net retained profits. It may allocate additional amounts of the net retained profits toward the retained earnings; it may also carry these profits forward to new account or distribute them among the shareholders. 6. If the Company is not a small corporation within the meaning of Art. 287, Sec. 1, HGB, the statutory provisions shall apply in addition to the audit conducted by an auditor.

11 VII. Concluding Provisions Art. 15 Partial Invalidity If any provision of these Articles of Association turns out to be or become wholly or partially ineffective, or if these Articles of Association show a lacuna, this shall not affect the effectiveness of the remaining provisions. To take the place of the ineffective provision or to cover the lacuna, an adequate provision shall apply that comes closest to the intent and purpose of these Articles of Association. If the ineffectiveness of a provision is caused by the specification of a service or time (deadline or date) therein, then the legally permissible specification that comes closest to that quoted in the provision shall take the place of the originally agreed provision. Art. 16 Concluding Provisions The Company shall bear the costs of the change in legal form, such as the costs of this deed, its official copy, and its entry in the commercial register as well as the legal and tax consultancy costs. The total expenditure to be borne by the Company for the conversion and its preparation adds up to an estimated amount of EUR 30,000.00, give or take.

12 Declaration pursuant to 181, AktG I hereby certify that the above wording of the Articles of Association is complete and that the provisions amended in the above Articles of Association comply with the resolution passed by the Annual General Meeting on 15 May 2017 and the resolution adopted by the Supervisory Board on 25 October 2017 and the unchanged provisions with the complete wording of the Articles of Association most recently filed with the Commercial Register. Berlin, 06 November 2017 /s/ Schwarzmeier (L.S.) Dr. Schwarzmeier Notary representative Translator s Notice: This is a translation of the German original for convenience purposes only. The solely authoritative version of the Articles of Association is the German original. Berlin, 23. January 2018