Remuneration Report pursuant to Art. 162, AktG,

for Presentation at the Annual General Meeting

The purpose of this remuneration report is to detail the remuneration of the Management Board and of the Supervisory Board of Accentro Real Estate AG (hereinafter “ACCENTRO” or “the Company”) during the 2021 financial year pursuant to Art. 162, German Stock Corporation Act (AktG).

As at balance sheet date of 31 December 2021, the Management Board of ACCENTRO consisted of Lars Schriewer. The new contract of employment with Lars Schriewer was concluded for a three-year term during the 2020 financial year (March), and will expire as of day-end 18 March 2023. The contract of employment with Hans-Peter Kneip, which was also concluded during the 2020 financial year (September) was amicably terminated via a cancellation agreement effective as of day-end, 30 June 2021.

The resolution governing the remuneration system that regulates the renewal of unexpired, and the conclusion of new, executive employment contracts was passed by the Supervisory Board on 6 May 2021. The current remuneration system was approved by the annual general meeting with a majority of 99.61 % on 22 June 2021. The remuneration system approved on 22 June 2021 did not yet apply to the executive employment contracts of Management Board member Lars Schriewer and former Management Board member Hans-Peter Kneip, as stipulated by Art. 26j, Sec. 1, Sent. 3, Introductory Act to the German Stock Corporation Act (EGAktG). Whenever deviations from the definitive remuneration system need to be elaborated, these refer to the remuneration system that were in effect in March and September 2020, respectively.

1. Overview of Remuneration Granted and Owed to the Management Board

The remuneration granted to the Management Board during the reporting period matches the remuneration owed to that same board for the same period, so that the presentation below does not differentiate between the two.

1.1 Lars Schriewer

During the reporting period, Lars Schriewer received the promised remuneration in the amount of EUR 463,164.43 in addition to the fixed annual bonus for the 2021 financial year in the amount of EUR 200,000.00 (gross). The remuneration paid to this Management Board member during the reporting period consisted to 100 % of fixed remuneration components. The fixed performance-independent remuneration (fixed remuneration) includes benefits in kind, other fringe benefits, such as a company car allowance, an allowance for health insurance and long-term care insurance as well as retirement benefits and term life insurance. Furthermore, accident and disability insurance as well as pecuniary damage liability insurance (D&O insurance) have been taken out for him. During the period immediately following the senior management changes, the Supervisory Board initially sought to ensure continuity in regard to the Management Board remuneration. In addition to the stock acquisition with a mandatory post-vest holding period by the Management Board member as elaborated below, no variable remuneration component for this period was deemed necessary by the Supervisory Board to boost the long-term performance of the Company. For the 2022 financial year, however, a variable remuneration component was introduced from the start.

The proportionate fixed annual bonus for the 2020 financial year in the amount of EUR 157,923.50 was also disbursed.

To promote the positive long-term corporate development, Lars Schriewer acquired 251,572 shares in the Company in an off-market transaction via Anden Beteiligungs GmbH in April 2020. The shares originated in the portfolio of a British member company belonging to the Company’s main shareholder. In this context, a loan was granted for financing the share acquisition, which will become due at the end of the term in office, and which may be repaid either in cash or—irrespective of the share price performance—by returning the acquired shares.

Accordingly, this implies an agreement on share-based compensation between a third party as defined in Art. 162, Sec. 2, No. 1, AktG, and the respective Management Board member, which is to be measured, in accordance with IFRS 2, like a stock option at its fair value at the time it is granted, and to be recognised as remuneration expense in the Consolidated Financial Statements until maturity. The expense from share-based compensation for Lars Schriewer amounts to c. EUR 355,662.00 over a term ending in March 2023, out of which total EUR 118,553.88 was to be accrued in financial year 2021.

In the event of early termination of the executive employment contract by notice due to dismissal for good cause while not constituting good cause within the meaning of Art. 626, German Civil Code (BGB), for termination of the executive employment contract without notice, or due to a change of control, the Management Board member concerned shall receive a severance payment amounting, at a maximum, to the sum of two years’ salary but limited to the remuneration total that would have been due for the originally remaining term of the employment contract, based on a gross annual amount of EUR 400,000.00 plus 50 % of the remuneration owed for the originally remaining term of the employment contract based on a gross annual amount of EUR 200,000.00 for the first two years of the employment contract. If the executive employment contract is terminated for good cause for which the Management Board member is responsible, no payments shall be made. In the event that the Management Board member passes away during the term of his Management Board service contract, his widow and his children, provided the latter are below the age of 25 and still in vocational training, shall be entitled as joint creditors to continued payment of the fixed remuneration based on a gross annual amount of EUR 400,000.00 for the month of his demise and for the subsequent three months, though not beyond the expiration of the executive employment contract.

1.2 Hans-Peter Kneip

Hans-Peter Kneip received the fixed remuneration due to him in the amount of EUR 208,964.88 in addition to a variable remuneration (STI) in a total amount of EUR 75,000.00 in 2021. The short-term variable remuneration component accounts for a 27.99 % share in the total remuneration of this Management Board member. Accordingly, the total remuneration consists to 72.01 % of fixed remuneration components. The fixed performance-independent remuneration (fixed remuneration) includes benefits in kind, other fringe benefits, such as a company car allowance, an allowance for health insurance and long-term care insurance as well as retirement benefits and term life insurance. Furthermore, accident and disability insurance as well as pecuniary damage liability insurance (D&O insurance) was taken out for the Hans-Peter Kneip. The acquisition of shares by the Management Board with mandatory post-vest holding periods, as elaborated below, and the short-term variable remuneration component were meant to promote a company policy with s sustainable long-term horizon. During the first year of Hans-Peter Kneip’s term of office, the Supervisory Board focused primarily on individual performance in the context of the short-term variable remuneration component in addition to the overall performance of the Company in the operational implementation of its business strategy.

During the reporting period, the variable remuneration (STI) owed for the 2020 financial year in an amount of EUR 18,852.46 was also disbursed.

In November 2020, Hans-Peter Kneip had acquired 166,667 Company shares in an off-market transaction from Brookline Capital Limited Partnership, a member company belonging to the Company’s main shareholder. Brookline Capital Limited Partnership had granted a loan for financing the share acquisition, which became due at the end of his term in office, and which he repaid by choosing the contractually agreed option to return the acquired shares. All liabilities, including the interest claims resulting from the loan granted by Brookline Capital Limited Partnership, were paid off by the return of all shares.

In connection with the amicable termination of the executive employment contract, the Management Board member Hans-Peter Kneip was promised and granted a total sum of EUR 25,000.00 in unused holiday pay. On top of that, Hans-Peter Kneip was granted EUR 40,000.00 in severance payment along with a total amount of EUR 5,000.00 toward out-of-pocket expenses. In return and as consideration for this severance payment, Hans-Peter Kneip undertakes to provide consulting services for the period from July 1 to August 31 to enable the best possible transfer of his duties to the other, now sole, Executive Board member, Lars Schriewer.

There is no defined way to reclaim any variable remuneration components. Accordingly, no variable remuneration components were reclaimed during the reporting year. Nor would there have been any reason for doing so during the reporting year.

In the event of early termination of the executive employment contract by notice due to dismissal for good cause while not constituting good cause within the meaning of Art. 626, German Civil Code (BGB), for termination of the Management Board employment contract without notice, or due to a change of control, the Management Board member concerned would have received a severance payment amounting, at a maximum, to the sum of two years’ salary but limited to the fixed remuneration total that would have been due for the originally remaining term of the employment contract, based on a gross annual amount of EUR 325,000.00 plus 50 % of the variable remuneration owed for the originally remaining term of the employment contract based on a gross amount of EUR 150,000.00 per year. If the executive employment contract had been terminated for good cause for which the Management Board member is responsible, no payments would have been made. If the Management Board member had passed away during the term of his executive employment contract, his widow and his children, provided the latter had been below the age of 25 and still in vocational training, would have been entitled as joint creditors to continued payment of the fixed remuneration for the month of his demise and for the subsequent three months, though not beyond the expiration of the executive employment contract.

1.3 Deviations from the Respective Definitive Remuneration System

The current remuneration system was approved by the annual general meeting on 22 June 2021. However, said system does not affect executive employment contracts existing before the current remuneration system was adopted. Accordingly, any deviations refer to the legacy remuneration system applicable to the respective executive employment contract. In contradistinction to the Supervisory Board’s original plan, no long-term performance-related remuneration was agreed. In accordance with the remuneration system approved on 22 June 2021, no variable long-term remuneration component will be agreed until the existing executive employment contracts are amended/extended or new executive employment contracts are negotiated.

1.4 Former Members of the Management Board

There were no remuneration obligations to former members of the Management Board pursuant to Art. 162, Sec. 1, Sent. 1, AktG, during the 2021 financial year.

2. Overview of Remuneration Granted and Owed to the Supervisory Board

The remuneration of the Supervisory Board members for the reporting period is defined by the resolution adopted by the annual general meeting (AGM) on 15 May 2017 and confirmed for the subsequent financial years by the AGM resolution on 22 June 2022. Measurement of the Supervisory Board remuneration takes account of the requirements of the Supervisory Board appointment, the time spent discharging the duties of this office, and the responsibility of Supervisory Board members vis-à-vis the Company. At the same time, the remuneration is meant to enhance the Company’s continued chances of finding appointees of adequate qualifications and excellence for the Supervisory Board in future. As a result, the remuneration of the Supervisory Board sustainably contributes to the advancement of the Company’s business strategy and long-term development.

The remuneration granted to the Supervisory Board during the reporting period matches the remuneration owed to that same board for the same period, so that the presentation herein does not differentiate between the two.

The Chairman of the Supervisory Board, Axel Harloff, was paid the agreed remuneration in the amount of EUR 60,000.00, while the Deputy Chairman of the Supervisory Board, Carsten Wolff, was paid the agreed remuneration in the amount of EUR 45,000.00 and the third Member of the Supervisory Board, Natig Ganiyev, was paid the agreed remuneration in the amount of EUR 30,000.00 during the reporting period. Supervisory Board compensation is generally payable after the end of the financial year. The compensation granted for the financial year 2021 is therefore the compensation for the activities of the Supervisory Board members in the financial year 2020. In accordance with the current remuneration system, the remuneration of said members of the Supervisory Board consisted to 100 % of fixed remuneration components. The Supervisory Board members were reimbursed for reasonable out-of-pocket expenses.

There were no remuneration obligations to former members of the Supervisory Board pursuant to Art. 162, Sec. 1, Sent. 1, AktG, during the 2021 financial year.

3. Consideration of the Resolution of the Annual General Meeting Concerning Last Year's Remuneration Report

The Company was under no obligation to compile a remuneration report last year.