IMMOFINANZ : Remuneration report 2023 for the Executive Board and the Supervisory Board

Remuneration Report 2023

for

the Executive Board and the Supervisory Board of IMMOFINANZ AG

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1. Executive Board remuneration in the 2023 financial year

IMMOFINANZ Group generated strong growth in rental income and operating results during the 2023 financial year. This sound development was based primarily on the full consolidation of S IMMO, the purchase of retail properties, and solid growth in like-for-like rental income. Sustainable Funds from Operations 1 (FFO 1) from the standing investment business (before tax) rose by 88.4% to EUR 275.3 million. Rental income rose by 77.8% to EUR 533.6 million, and the results of asset management were 85.1% higher than the previous year at EUR 418.5 million. The net profit of IMMOFINANZ Group in the 2023 financial year declined due to revaluations (including development projects and property sales) and the absence of positive non-cash valuations effects as well as the earnings contribution from S IMMO, which no longer represents a part of financial results due to the full consolidation, to EUR -299.5 million and to earnings per share of EUR -1.31.

Despite the difficult macroeconomic environment, the results of operations rose substantially by nearly 84.7% to EUR 285.1 million.

Sustainable FFO 1 from the standing investment business (before tax) rose by 88.4% to EUR 275.3 million and exceeded the increase in both rental income and the results of asset management. The full consolidation of S IMMO was primarily responsible for this improvement. The FFO 1 calculation no longer includes the dividend payments from S IMMO because this investment is now fully consolidated.

The EPRA Net Tangible Assets (NTA) per share decreased by 6.1% from EUR 29.82 at the end of December 2022 to EUR 28.00 as of December 31, 2023. This decline resulted primarily from the loss recorded for the 2023 financial year and reflects the market-basedwrite-down of investment property.

The IMMOFINANZ share started the 2023 financial year at EUR 11.62. With a closing price of EUR 21.05 as of December 31, 2023, the share price has risen significantly by around 81.2% since the beginning of the year.

Pavel Měchura was appointed as a member of the Executive Board with effect from June 16, 2023. The IMMOFINANZ Executive Board will thus include two members: Radka Doehring and Pavel Měchura. They are jointly responsible for the Finance, Tax, M&A and Capital Markets, Transactions & Development, Asset Management, Legal, Compliance, Risk

• Process Management, Internal Audit, ESG, People & Culture, Corporate Communication and PR/Investor Relations, Procurement & IT.

Based on the new shareholder structure, the Supervisory Board of IMMOFINANZ has most recently made adjustments to the remuneration policy of the Executive Board in the 2022 financial year. The adjustments were intended to allow for a more flexible adaption of remuneration in order to be able to react to various company-specific situations. The variable remuneration is closely linked to corporate management and focused on the long-term and sustainable development of IMMOFINANZ. The updated remuneration policy for the Executive Board of IMMOFINANZ was approved by the Annual General Meeting on July 12, 2022, with 95.68% of votes of the share capital present. The remuneration policy is available on the

IMMOFINANZ website atIMMOFINANZ | Corporate Governance | Remuneration Policy and Remuneration Report.

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The main features of the remuneration policy can be summarized as follows:

				Application in
Fixed remuneration (around 64% of target remuneration)	the 2023
				financial year
		Aligned to the scope of activities and responsibilities of the	✓
Base salary		respective Executive Board member
		Payment in fourteen equal installments
		- Defined-contribution pension fund (APK Pensionskasse AG)
	-	Accident insurance	✓
Additional benefits	-	D&O insurance
	-	Legal protection insurance

- Additional fringe benefits (e.g. company car)

One year variable remuneration - short-term incentive (STI) (around 18 - 36% of target remuneration)

Cap

Target achievement corridor

Performance targets

Payment date

Maximum payment amount capped at 130% of the contractually defined target amount

Possible achievement of the performance targets ranges from 0% (minimum value) and 130% (maximum value)

1. Financial targets (equally weighted)

• Results of asset management (40 - 50%)

-	Funds from operations 1 (before tax and excl. S IMMO	✓
	dividend) (40 - 50%)
2. Individual and stakeholder targets (0 - 20%)
-	Individual performance
-	ESG targets

The final settlement is made with the next possible salary payment after approval of the annual financial statements for the financial year

Multi-year variable remuneration - long-term incentive (LTI) (around 0 - 18% of target remuneration)

Plan type

Performance period

Cap

Target achievement corridor

Performance targets

Payment date

Performance cash plan (annual grant at the discretion of the

Personnel and Nominating Committee)

Four years

Maximum payment amount capped at 250% of the contractually defined target amount

Possible achievement of the performance targets ranges from 0%	✓
(minimum value) to 250% (maximum value)

1. Relative total shareholder return (50%)

2. Difference between the discount of share price to EPRA net asset value (NAV) or Net Tangible Assets (NTA) per share compared to the comparison group in percentage points (50%)

In the first financial year following the end of the relevant performance period with the next possible salary payment after approval the annual financial statements

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Special bonus (maximum 250% of target remuneration)

Occasion-related		Extraordinary performance, e.g., in connection with M&A	✓
decision of the		transactions and implementation of major projects with significant
Supervisory Board		volumes of strategic importance
Miscellaneous
Share ownership		Investment in IMMOFINANZ AG shares amounting to 30% of gross	✓
guidelines		base salary
Malus and clawback		Option to withhold and reclaim variable remuneration contractually	
regulations		implemented

This remuneration report reflects the application of the Executive Board's remuneration policy for the 2023 financial year and will be submitted to the 2024 Annual General Meeting for approval.

The following shows how the individual remuneration components were applied in the 2023 financial year.

Details on the one-year variable remuneration (STI) awarded in the 2023 financial year

The one-year variable remuneration (short-term incentive, STI) particularly incentivizes the sustainable growth strategy of IMMOFINANZ as well as increased profitability as measured by two central financial targets. In addition, individual and ESG targets can also be taken into account in order to include, among others, environmental, social and governance (ESG) targets in remuneration.

The target achievement is determined at the end of the respective financial year on the basis of criteria and target achievement curves defined in advance by the Personnel and Nominating Committee. The STI payment amount is capped at 130% of the target amount (cap).

The functionality of the STI 2023

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Determination of the payment amount

The payment amount of the STI is calculated by multiplying the annual target amount by the respective weighted target achievement of the performance targets. Besides individual and ESG targets, the STI 2023 is based on two key financial performance indicators of IMMOFINANZ, which are of high strategic relevance as core management indicators:

• Results of asset management and
• Funds from operations 1 (FFO 1).

Both financial performance targets are included with a weighting of 40% each in the calculation of the STI payment amount.

Results of asset management include rental income, other revenues, operating expenses and income as well as expenses directly attributable to property assets. This indicator measures the earning power of the existing investment business of IMMOFINANZ and is essential for the long-term and sustainable development of the company's business activities. The focus on this performance target for the STI therefore promotes long-term growth in line with the company's business strategy by focusing on a performance indicator for the core business of IMMOFINANZ. This performance target also supports the focus of the IMMOFINANZ strategy on value-added growth through sustainable portfolio management, project development and acquisitions. The objective of strengthening the portfolio of assets is also incentivized.

Funds from Operations 1 (before tax) (FFO 1) is an important profitability indicator in the real estate industry. The indicator FFO 1 is also an important measure for shareholders of the liquid funds generated from the existing investment business, which are available for distributions to shareholders. Stable cash flow and an increase in the ability to distribute dividends are long- term goals pursued by IMMOFINANZ. FFO 1 as a performance target for the STI is therefore aimed at promoting this long-term growth. The objective of strengthening sustainable cash flow is likewise being pursued. Together with an increase in the results of asset management, the FFO 1 performance target helps to improve the credit rating level of IMMOFINANZ and to increase earnings power.

The possible target achievement of the two financial results is between 0% and 130% in each case. To measure target achievement, the actual value according to the relevant approved consolidated financial statements of IMMOFINANZ is compared with the agreed target value for the respective financial year.

The following target achievement curve is used as a basis for determining the target achievement of the financial performance targets:

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Target achievement curve of financial performance targets in the STI:

The agreed target values as well as the actual results and the resulting target achievements can be found in the following table:

The actual results were adjusted for the effects of the integration of S IMMO AG, as these could not yet be taken into account when setting the target values.

In addition to the two financial performance targets, the STI 2023 also includes an individual component. It takes into account the individual performance of the Executive Board members and major projects of IMMOFINANZ AG as well as ESG targets. The individual component is included in the calculation of the STI payment amount with a weighting of 20%. Target achievement of individual and ESG targets is also capped at 130% of the target value.

The following individual and ESG targets have been set for Radka Doehring for the 2023 financial year:

• Reduction of GHG emissions
• At least 5 new photovoltaic (PV) plants
• Increase hours of employee training
• Improved sustainalytics rating

The target achievement for the individual and ESG targets was set at 128.71% for Radka Doehring.

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The following individual and ESG targets have been set for Pavel Měchura for the 2023 financial year:

• Start of the project Business Central
• Improvement of the budgeting process
• Improvement of the training schedule for employees and boards

The target achievement for the individual and ESG targets was set at 128.71% for Pavel Měchura.

Overall, this resulted in the following total target achievements for Radka Doehring and Pavel Měchura for the 2023 financial year:

Details on the multi-year variable remuneration (LTI) awarded in the 2023 financial year

For each financial year, the Personnel and Nominating Committee has the option to grant a multi-year variable remuneration in the form of a performance cash plan with a performance period of four years. In the 2023 financial year, a multi-year variable remuneration (long-term incentive, LTI) was granted.

The LTI granted in the 2023 financial year follows the system described in the remuneration policy. According to this, the Executive Board member receives a conditional grant for a remuneration amount (target amount). The final payment amount depends on the achievement of the performance targets defined in the remuneration policy and is limited to 250% of the target amount (cap).

The functionality of the LTI

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Determination of the payment amount

The final payment amount is influenced by two performance targets. A target that reflects the relationship between the fair value of IMMOFINANZ equity and market valuation and an external, capital market-oriented target:

• Relative total shareholder return (relative TSR)
• Difference between the discount of share price to EPRA net asset value (NAV) or Net Tangible Assets (NTA) per share to the comparison group in percentage points

The possible target achievement for both performance targets is between 0% and 250%. Both performance targets are included in the calculation of the final target achievement with a weighting of 50% each. This target achievement is multiplied by the respective target amount and results in the final payment amount of the LTI tranche.

Total shareholder return (TSR) describes the share performance over a period under review, including the dividends per share paid and notionally reinvested during this period. The positive development of the share price reflects the increase in the value of the company. The distributions made to shareholders in the form of dividends demonstrate the success of the dividend policy pursued over the long-term. Accordingly, this performance target promotes long-term business development and strategy implementation.

The relative TSR compares the absolute value described above with the TSR of other companies. Due to its property portfolio, IMMOFINANZ compares itself with the FTSE EPRA Nareit Developed Europe ex UK Index.

The outperformance method is used to determine the relative TSR. At the end of the performance period, the difference between the TSR of IMMOFINANZ and the benchmark index is determined in percentage points (pp) and then the target achievement is calculated using the following target achievement curve:

Relative TSR target achievement curve

The discount of share price to the EPRA NAV or NTA per share is calculated by comparing the share price at the end of the performance period with the EPRA NAV or NTA per share. The performance indicator discount of share price to the EPRA NAV or NTA per share is designed to align the value of the IMMOFINANZ share as closely as possible with its EPRA

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NAV or NTA per share and improve its relative position compared to relevant competitors. By using the EPRA NAV component or NTA component, the fair value of equity is presented on a long-term basis and investors are given an overview of the company's sustainable asset position. The discount of share price to EPRA NAV or NTA per share of IMMOFINANZ is compared with the average discount of share price to the EPRA NAV or NTA per share of the companies in the FTSE EPRA Nareit Developed Europe ex UK Index. To measure target achievement, the difference effectively achieved at the end of the performance period is compared with the strategic target for the respective performance period.

The values determined by the Personnel and Nominating Committee for the 2023 tranche for the lower limit, the strategic target and the upper limit are as follows:

Target achievement curve of the difference between the discount of share price to the EPRA NAV or NTA per share to the comparison group

The final amount of the LTI will be determined after approval of the financial statements for the last year of the performance period and after the Personnel and Nominating Committee has determined the target achievement. The payment amount will be paid out with the next possible salary payment and is limited to 250% of the target amount.

Special bonus

The remuneration policy stipulates that exceptional performance in a financial year that is not fully reflected in the one-year variable remuneration may, at the discretion of the Supervisory Board, result in the granting of a special bonus. The special bonus is limited to a maximum of 250% of the target remuneration amount.

On this basis, the Supervisory Board has decided to grant Radka Doehring and Pavel Měchura a one-time special bonus for their exceptional performance in the 2023 financial year.

Radka Doehring was able to strengthen IMMOFINANZ's position, despite a challenging environment, in its core markets and in addition was responsible for the successful integration of S IMMO AG during the 2023 financial year.

Radka Doehring as well as Pavel Měchura are responsible for to the implementation of group- wide processes and policies This resulted in a significant increase in efficiency of

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IMMOFINANZ Group, which is also reflected in the strong growth in operating results and enables IMMOFINANZ Group to continue on its value-creating course.

For this exceptional performance, Radka Doehring receives a special bonus of EUR 350,000 and Pavel Měchura receives a special bonus of EUR 80,000.

Investment in IMMOFINANZ shares (Share ownership guidelines, SOG)

To achieve a share orientation, in addition to variable remuneration, in the interests of our shareholders, the Executive Board member is encouraged to acquire shares in IMMOFINANZ AG to the value of 30% of gross base salary (SOG target) within four years and to hold these shares for the duration of the appointment to the Executive Board.

Shares already held by an Executive Board member are counted towards the SOG target. With the SOG, part of the assets of the Executive Board member are linked to the long-term performance of the company.

As of December 31, 2023, Radka Doehring and Pavel Měchura did not hold any shares in

IMMOFINANZ AG.

Remuneration of affiliated companies

Radka Doehring was appointed to the Executive Board of S IMMO AG as of June 17, 2023. For her activities as member of the Executive Board of S IMMO AG, Radka Doehring received a base salary of EUR 116,387 and a one-year variable remuneration of EUR 174,580. This results in a total remuneration of EUR 290,967. For further details, please refer to the remuneration report of S IMMO AG. The remuneration is not offset against the remuneration she receives for her membership of the Executive Board of IMMOFINANZ AG.

Beyond this, the members of the Executive Board do not receive any remuneration from the subsidiaries for management functions in these companies.

Malus and clawback regulations

No use was made of the possibility of withholding or reclaiming variable remuneration in the 2023 financial year.

The amount of Executive Board remuneration for the 2023 financial year

The remuneration policy for the members of the Executive Board was fundamentally revised in the 2022 financial year and is regularly reviewed. The share of fixed remuneration in the total remuneration awarded is 40% to 50%. The share of variable remuneration amounts to 50% to 60% of the total remuneration awarded.

Concerning the total remuneration due to Radka Doehring, the share of fixed remuneration is 51%, while the portion of the variable remuneration is 49% in the 2023 financial year.

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