Accentro Real Estate AG - Datenschutzerklärung

Data Protection Notice for the Holders of the €250,000,000 3.625% Senior Notes due 2023, ISIN: DE000A254YS5 / WKN A254YS in Connection with an Invitation to Vote without Meeting

With this data protection notice according to Art. 13, 14 EU General Data Protection Regulation (the „GDPR“), we would like to inform you about the processing of your personal data by Accentro Real Estate AG (the „Issuer“, „we“, „us“) in connection with the preparation, invitation and performance of a vote without meeting (Abstimmung ohne Versammlung) for the holders (the “Holders”) of the €250,000,000 3.625% Senior Notes due 2023, ISIN: DE000A254YS5 / WKN A254YS (the “Notes”) as described in the Invitation to Vote dated [  ] and about your rights as a data subject under the GDPR and the German Federal Data Protection Act (Bundesdatenschutzgesetz – the “BDSG”).

1. Who is responsible for the processing of your personal data?

ACCENTRO Real Estate AG

Kantstrasse 44/45

10625 Berlin, Germany

Email: mail@accentro.de

If you have any questions or comments on data protection issues, please do not hesitate to contact our data protection officer. You may use the following contact details to do so:

ACCENTRO Real Estate AG Data Protection Officer Kantstrasse 44/45, 10625 Berlin, Germany Email: datenschutz@accentro.de Phone: +49 30 887 181 798

2. What kind of personal data do we process about you and from which sources do we collect your personal data?

Categories of personal data

We process the following personal data (the Data):

Holder details, including your first name and surname, your address and information regarding the aggregate principal amount and/or number of Notes credited to your securities account on the registration deadline;

Information whether you are (1) a “U.S. Person” as defined in Regulation S under the U.S. Securities Act; (2) a “Qualified Institutional Buyer” (“QIB”) as defined under Rule 144A of the U.S. Securities Act; (3) an “Accredited Investor” as defined in Rule 501(a) under the U.S. Securities Act; or (4) none of (1) to (3);

Your e-mail address, telephone number, fax number and other information reasonably requested by the tabulation agent;

A unique identifier reference generated by the voting platform upon completion of your registration;

Information about your legal representatives (such a child’s parents), proxy, voting agent or other agent, if any;

In the case of an representative or official representative of a Holder: Information to prove the statutory power of representation in adequate form (e.g., by means of a copy of the civil status documents (Personenstandsunterlagen) or the warrant of appointment (Bestellungsurkunde)) in addition to providing proof that the person they represent is a Holder of Notes;

Name and address of the depository bank at which the Notes are credited to a securities account for you as holder, if applicable;

Name and address of the representative authorized by you with regard to the vote without meeting, if any;

Your voting instructions, including:

the holder details;

the aggregate nominal amount of the Notes in respect of which you wish the tabulation agent (or its nominee) to vote as its proxy (Stellvertreter) in respect of the amendments and instructions;

whether you vote in favour of or against the amendments and instructions or abstains from voting;

the name of person shown in the records of the clearing systems as a Holder of the Notes (the “Direct Participant”) and the securities account number at the clearing system in which the Notes are held; and

an instruction to immediately block the Notes which are the subject of the consent instruction in accordance with the procedures;

Information about the Holder’s countermotions and requests for additional resolution items;

Information about your requests for assistance in connection with the vote without meeting;

Sources of your personal data

Directly from you: We obtain your personal data directly from you to the extent you submit them to us or Kroll Issuer Services Limited in its capacity as tabulation agent.

From public sources: To some extent, we also obtain your personal data from publicly accessible sources (such as publicly accessible information regarding holdings in bonds, typically included in reports published by investment funds).

From Kroll Issuer Services Limited: We obtain your personal data from Kroll Issuer Services Limited in its capacity as tabulation agent (the “Tabulation Agent”) if you register with the voting platform maintained by the Tabulation Agent.

From Scrutineer: We obtain your personal data from Dr. Christiane Mühe in her capacity as scrutineer (the “Scrutineer”) if you cast your vote directly to the Scrutineer.

3. Why and how do we process your personal data?

3.1 Background

The Notes are governed by the German Act on Debt Securities of 2009 (Schuldverschreibungsgesetz – “SchVG”) as well as the relevant terms and conditions of issue for the Notes (the “Conditions of Issue”). All votes by Holders of the Notes are conducted by way of a vote without meeting (the “Vote without Meeting”). The legal basis for this Vote without Meeting is Sec. 5 (6) SchVG in conjunction with Sec. 18 SchVG. The Issuer invited the Holders to participate in a Vote without Meeting, by way of publication of respective German Invitation to Vote in a Vote without Meeting, in the German Federal Gazette expected on [  ] December 2022 (the “Invitation to Vote”).

For the purposes of conducting the Vote without Meeting, the Issuer appointed the notary public Dr. Christiane Mühe with her business seat at Taunusanlage 17, 60325 Frankfurt/Main, Germany as Scrutineer.

3.2 The vote

If you want to participate in the Vote without Meeting, you are obliged to present to the Scrutineer, along with your voting form, proof of eligibility for exercising voting rights by means of a special confirmation (the “Special Confirmation”) as well as the corresponding blocking notice issued by your depository bank (“Blocking Note”, and, if submitted in combination with the Special Confirmation, the “Special Confirmation and Blocking Note”). In addition, Holders voting directly to the Scrutineer are requested (but not required) to provide a certification as to investor status. Persons who certify that they are neither (1) a non “U.S. Person” as defined in Regulation S under the U.S. Securities Act, (2) a QIB as defined under Rule 144A of the U.S. Securities Act nor (3) an “Accredited Investor” as defined in Rule 501(a) under the U.S. Securities Act in the certification as to investor status must provide the Issuer with their contact details as well as any other information reasonably requested by the Issuer. The voting form, the Special Confirmation and Blocking Note and the certification as to investor status contain personal data, such as e.g. your name and address, as well as details regarding the total nominal value and/or number of Notes you hold, if applicable, name and address of the proxy authorized by you in the context of the vote without a meeting and the name and address of your depository bank.

You may also cast your vote through the Tabulation Agent. By submitting a valid voting instruction, the Holder will appoint the Tabulation Agent as proxy (Stellvertreter) to vote in the manner specified in their voting instruction at the voting during the voting period.

For this purpose, it is required that you register on the voting platform. As part of the registration you must certify whether you are (1) a “U.S. Person” as defined in Regulation S under the U.S. Securities Act; (2) a QIB as defined un-der Rule 144A of the U.S. Securities Act; (3) an “Accredited Investor” as de-fined in Rule 501(a) under the U.S. Securities Act; or (4) none of (1) to (3). Persons who certify that they are “none of (1) to (3) above” are required to provide the Tabulation Agent with their contact details as well as any other information reasonably requested by the Tabulation Agent. The registration process will require and the voting instruction contain personal data, such as e.g. your name and address, as well as details regarding the total nominal value and/or number of Notes you hold and the name and address of your depository bank.

3.3 Countermotions and Requests for Additional Resolution Items

If you decide to submit a countermotion or a request to add an item for resolution to be resolved upon in the Vote without Meeting, you have to submit to the Scrutineer the corresponding motion or request together with a Special Confirmation evidencing the status as Holder and in the case of one or more Holders requesting additional resolution items evidence of holding (together) not less than 5% of the outstanding aggregate principal amount of the Notes. In this context, we will process the personal data that you or your depository bank will have submitted to us (e.g. your name, address, any information regarding the total nominal value and/or number of Notes held by you, name and address of the depository bank at which the Notes are held) for the purposes of conducting the Vote without Meeting.

3.4 Inquiries by Holders

Should you have queries for us regarding the Vote without Meeting, we will, for documentation purposes only, record within our company your queries together with your name and contact data, as well as the proof of your ownership in the Notes.

3.5 Directory of Holders

According to Sec. 18 (4) SchVG in conjunction with Sec. 15 (2) SchVG, the Scrutineer is obliged to prepare a directory of the participating holders who are entitled to vote, including their name, registered office or domicile as well as the number of voting rights represented by such Holder (the “Directory of Holders”). The Scrutineer has to sign the Directory of Holders and make it accessible to the Holders. To this end, the Scrutineer will provide the Issuer with the Directory of Holders and the Issuer will make this directory accessible to the Holders (by sending a copy of the Directory of Holders to the Holders).

3.6 Minutes of the Vote

Pursuant to Sec. 18 (4) sentence 3 SchVG, the Scrutineer shall record any resolutions passed at the Vote without Meeting in the minutes of such vote. These minutes of the vote may include personal data (e.g. name and address of the Holders participating in the Vote without Meeting or submitting countermotions or requests for the addition of items for resolution and the total nominal value and/or number of Notes held by them as well as the name and address of the depository bank where the Notes are credited in favour of the Holder).

4. For which purposes and upon which legal basis will we process your personal data?

We will process your personal data in accordance with the provisions of the GDPR, the BDSG, the SchVG as well as all other relevant laws to conduct the Vote without Meeting, to fulfil other legal requirements, and to safeguard legitimate interests as described below.

Conducting the Vote without Meeting

We process your personal data for the statutory purposes under the SchVG. The processing of your personal data is required for the proper execution of the Vote without Meeting according to the specifications of the SchVG. The SchVG in conjunction with Art. 6 (1) (c) GDPR constitutes the legal basis for the processing of your personal data.

According to Sec. 18 (4) sentence 1 SchVG, the Scrutineer has to determine the Holders’ eligibility to vote on the basis of the presented evidence and create a Directory of the Holders who are entitled to participate in the vote, which is to be subsequently made accessible to the Holders by the Scrutineer according to Sec. 18 (1) SchVG in conjunction with Sec. 15 (2) sentence 3 SchVG. To this end, the Scrutineer will provide the Issuer with a Directory of Holders. The Issuer will make this directory accessible to the Holders. The Directory of Holders is made available to the Holders by the Issuer by sending a copy of the Directory of Holders to the Holders. According to Sec. 15 (2) sentence 2 SchVG, the Holders are to be listed in the Directory of Holders by recording their names, registered office or domicile as well as the number of voting rights represented by each of them.

If you submit a countermotion or a request to add an item for resolution to be resolved upon in the Vote without Meeting, we need to verify that you actually qualify as a Holder on the basis of the Special Confirmation issued by your depository bank. If ever the rightfulness of your motion is disputed, we need to be able to prove that we have fulfilled our duty to verify your eligibility to submit a countermotion or request for additional agenda items. If a Holder submits queries to us regarding the Vote without Meeting, we will record the personal data of such Holders for documentation purposes and to defend ourselves in case the resolutions passed in the Vote without Meeting are contested. Where a person in the context of the Vote without Meeting raises a claim against us to which only a Holder is entitled, we are obliged to verify that such person actually qualifies as a Holder. In this context we will also record the personal data of that person (e.g. name, address, number of Notes held and depository bank).

Under Sec. 18 (4) sentence 4 SchVG, each Holder participating in the Vote without Meeting may request a copy of the minutes of the vote and its annexes from the Issuer within one year of the end of the voting period. For this purpose, the Scrutineer will hand over to the Issuer the minutes of the vote together with its annexes and the Issuer will make these minutes available to the Holders in accordance with the stipulations of Sec. 18 (4) sentence 4 SchVG.

Compliance with other Legal Requirements

We may also process your personal data to fulfil other legal obligations such as record-keeping requirements under the SchVG, the German Commercial Code and tax law requirements as applicable. For example, we are obliged to verifiably record the power of attorney used for the authorization of the proxy designated by the Issuer for the Vote without Meeting, and to store it access-protected for three years.

In these cases, our legal basis to process your personal data is Art. 6 (1) (c) GDPR.

Safeguarding other legitimate Interests

We may also process your personal data to protect our legitimate interests or the legitimate interests of third parties under Art. 6 (1) (f) GDPR.

To prevent or uncover illegal activities, fraud or similar threats, to protect ourselves from their negative effects constitute respective legitimate interests. Prior to processing your personal data on the basis of legitimate interests, we balance our or third parties’ legitimate interests against your interests in each individual case.

We may also process your personal data to establish, assert or defend against legal claims.

In case we want to process your personal data for a purpose which has not been specified previously, we will inform you in accordance with applicable law and, if necessary, ask for your consent.

5. With whom will we share your personal data?

For the purposes of conducting the vote without meeting, the Issuer appointed the notary public Dr. Christiane Mühe with her business seat at Taunusanlage 17, 60325 Frankfurt/Main, Germany as Scrutineer.

Further, we have appointed the service provider Kroll Issuer Services Limited with business address at The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom as Tabulation Agent.

If you authorize the Tabulation Agent and instruct the Tabulation Agent to vote on your behalf at the Vote without Meeting, you will provide your personal data to the Tabulation Agent, which will transmit your data to the Scrutineer for the purpose of voting and carrying out your instructions.

Other Holders can access your data contained in the Directory of Holders (such as your name, address, the number of Notes held by you) in the Directory of Holders, which shall be accessible without undue delay after having been drawn up by the Scrutineer, by sending a copy of the Directory of Holders to the Holders. To access these data, Holders will have to prove that they qualify as a Holder.

Insofar as a Holder has properly and in a timely manner requested that additional items are submitted for resolution, we will, transmit this request, together with any appertaining information, to the Scrutineer. We may also publish the request for additional items, mentioning the Holder's name, depending on the relevant provisions in the German Federal Gazette (Bundesanzeiger), as well as by delivery to the clearing system to forward to the Holders or, as the case may be, in other publicly accessible media (without, however, being obligated to do so), such as the website of the Issuer, if and as required under the SchVG.

We will also, in accordance with the legal provisions of the SchVG, publish countermotions, together with the Holder's name, on our website, and, as the case may be, in other publicly accessible media (without, however, being obligated to do so), such as the German Federal Gazette (Bundesanzeiger), the delivery to the clearing system to forward to the Holders if and as required under the SchVG.

Upon request, the Issuer will provide a copy of the minutes of the voting prepared by the Scrutineer together with annexes to any Holder participating in the Vote without Meeting provided that such request is submitted within one year of the end of the voting period.

We may share your personal data with legal advisors in order to establish, assert or defend our rights.

We may also be obliged to forward your personal data to other recipients, such as for example public authorities (such as tax authorities or law enforcement agencies) for the purpose of fulfilling legal disclosure requirements.

Your data will, in principle, be processed within the European Union, the European Economic Area and in the United Kingdom. To the extent that persons from countries outside the European Union and the European Economic Area (third countries) hold any Notes, we will also send information to these Holders (e.g. list of creditors). Personal data contained in these notifications will thus also be transmitted to third countries. In third countries, the provisions of the GDPR do not apply directly. Unless there is an adequacy decision by the Commission, a lower level of protection for your personal data may exist in these countries. A transfer is nevertheless necessary in order to inform all Holders equally, as we may not exempt Holders from third countries from our duty to inform. With the transfer, we therefore fulfil our contractual obligations.

6. No automated decision making including profiling

When we process your personal data, we do not use any automated decision making including profiling as per Art. 22 GDPR.

7. How long are your personal data retained?

We delete or anonymize your personal data as soon as it is no longer required for the above-mentioned purposes, and insofar as no legal obligations apply which oblige us to continue to retain your data for record-keeping or documentation purposes (including under the SchVG and under other legal provisions).

For example, we are obliged to verifiably record the powers of attorney for authorization of the proxy designated by us for the purpose of the vote without meeting and store these powers for three years under Sec. 14 (2) sentence 2 SchVG.

In case the quorum is met at the (first) vote without meeting, the personal data included in the directory of holders as well as any data collected by us in the context of inquiries, countermotions or requests for the addition of items for resolution submitted by Holders in the scope of the Vote without Meeting will be held by us (i) at least for the duration of the one-month period during which a contestation against the resolutions passed at the Vote without Meeting can be filed, plus a period of four weeks in order to take into account communication to and from courts, and (ii) should there be a contestation filed against a resolution passed at the vote without meeting, at least for the duration of these proceedings.

In case the quorum is not met at the (first) vote without meeting, the data included in the directory of holders as well as any data collected by us in the context of inquiries, countermotions or requests for the addition of items for resolution submitted by Holders in the scope of the Vote without Meeting will be retained by us at least until after the subsequently planned (second) holders’ meeting within the meaning of Sec. 18 (4) sentence 2 SchVG as follows: (i) at least for the duration of the one-month period, during which a contestation against the resolutions passed at the (second) holders’ meeting can be filed, plus a period of four weeks in order to take into account communication to and from courts, and (ii) should there be a contestation filed against a resolution passed at the (second) holders’ meeting, at least for the duration of these proceedings.

In case the quorum is neither met at the (first) vote without meeting nor in the subsequent (second) holders’ meeting, we will delete your personal data to the extent these are associated with inquiries, countermotions or requests for the addition of items for resolution submitted by you in the scope of the Vote without Meeting in the aftermath of the (second) holders’ meeting. The data included in the directory of holders regarding the Vote without Meeting will be held by us at least for the duration of the one-month term after the publication of the results of the (second) holders’ meeting.

We will retain the minutes of vote prepared by the Scrutineer in respect of the Vote without Meeting together with its annexes at least for one year after the end of the voting period. We will retain the names and addresses of those Holders, who participated in the Vote without Meeting together with the minutes of vote at least for the duration of one year after the end of the voting period.

We furthermore retain your personal data to the extent this is necessary to establish, assert and defend our legal rights and in conjunction with any claims that are filed against or by us, or to safeguard our above mentioned legitimate interests.

You may contact our data protection officer in case you would like to obtain further information how long we retain your personal data.

8. How is your personal data protected?

We use technical and organizational measures to maintain the security of your personal data preventing unauthorized access, loss, misuse, alteration, destruction or damage to it through technologies and internal procedures.

9. Which rights do you have in relation to your personal data?

You can assert your rights as a data subject under the GDPR by vis-à-vis us or our data protection officer, e.g. under the contact details set out in Section 1 above.

Under the GDPR, you have the following rights in relation to your personal data:

obtain information about how and on what basis your personal information is processed and to obtain a copy;

to rectify inaccurate personal information;

to erase your personal information in limited circumstances where (a) you believe that it is no longer necessary for us to hold your personal information; (b) we are processing your personal information on the basis of legitimate interests and you object to such processing, and we cannot demonstrate an overriding legitimate ground for the processing; (c) where you have provided your personal information to us with your consent and you wish to withdraw your consent and there is no other ground under which we can process your personal information; and (d) where you believe the personal information we hold about you is being unlawfully processed by us;

to restrict processing of your personal information where: (a) the accuracy of the personal information is contested; (b) the processing is unlawful but you object to the erasure of the personal information; (c) we no longer require the personal information for the purposes for which it was collected, but it is required for the establishment, exercise or defence of a legal claim or (d) you have objected to us processing your personal information based on our legitimate interests and we are considering your objection;

to object to decisions which are based solely on automated processing or profiling;

where you have provided your personal information to us with your consent, to ask us for a copy of this data in a structured, machine-readable format and to ask us to share (port) this data to another data controller; or

to obtain a copy of or access to safeguards under which your personal information is transferred outside of the EEA.

Please note that the right of access and the right to erasure do not constitute absolute rights and the interests of other individuals may restrict your right of access or erase in accordance with local laws.

If you believe that the processing of your data violates applicable data protection laws, you have the right to complain to us, our data protection officer or to a data protection authority. To do so, you may, for example, contact the Berlin State Commissioner for Data Protection and Freedom of Information at the following address:

Die Berliner Beauftragte für Datenschutz und Informationsfreiheit Friedrichstrasse 219 10969 Berlin, Germany

You have the right to object to the processing of your personal data to the extent the processing is based on our or a third party’s legitimate interests according to Art. 21 (1) GDPR:

Right to object to the processing of your personal data undertaken to safeguard legitimate interests:

Insofar as we process your personal data to safeguard legitimate interests of us or a third party, you are entitled to object to this processing if, on grounds relating to your particular situation, reasons arisewhich contradict our processing or your personal data. In this case, we will cease the processing, unless there are compelling legitimate grounds for the processing of your personal data which outweigh yourinterests, rights and freedoms, or unless the processing of your personal data serves the purpose of the assertion, exercise or defence of legal rights.

You may submit an objection e.g. under the contact details set out in Section 1 above.

This data protection notice is valid as of November 2022

In case of relevant changes, we will update this data protection notice and provide access to it on our website under https://www.accentro.ag/en/privacy-statement.

This data protection notice only concerns this particular vote without meeting. You can access further information on how we process your personal data under https://www.accentro.ag/en/privacy-statement.