Deutsche EuroShop : Invitation and Agenda (des agm24 invitation e s)

AGM INVITATION

24

feelestate.de

EAT.

SHOP.

LAUGH.

Invitation to the Annual General Meeting on

29 August 2024

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Deutsche EuroShop AG/   Invitation to the Annual General Meeting 2024

Deutsche EuroShop AG

Hamburg

German securities no.: 748 020 / ISIN: DE 000 748 020 4

Unique identifier of the event: DEQ082024oHV

Convenience Translation - the German version is the only binding version

We hereby invite our shareholders to our

A N N U A L G E N E R A L M E E T I N G

on Thursday, 29 August 2024, at 10:00 hours Central European Summer Time - CEST

at the Hamburg Chamber of Crafts (Handwerkskammer Hamburg), Holstenwall 12, 20355 Hamburg.

A G E N D A AT A G L A N C E

1. Presentation of the adopted financial statements as at 31 December 2023, the consolidated financial statements as at 31 December 2023 approved by the Supervisory Board and the management report on the situation of the Company and the Group with the report of the Super­ visory Board on the financial year 2023 as well as the explanatory report

	of the Executive Board on the disclosures pursuant to sections 289a
	and 315a German Commercial Code (Handelsgesetzbuch - HGB).	3
2.	Appropriation of the net profit for the financial year 2023	3
3.	Discharge of the Executive Board for the financial year 2023	3
4.	Discharge of the Supervisory Board for the financial year 2023	3
5.	Election of the auditor for the financial year 2024	3
6.	Resolution on the approval of the remuneration report 2023	4
7.	Election to the Supervisory Board	4

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Deutsche EuroShop AG/   Invitation to the Annual General Meeting 2024

I . AGENDA

1. PRESENTATION OF THE ADOPTED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2023, THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2023 APPROVED BY THE SUPERVISORY BOARD AND THE MANAGEMENT REPORT ON THE SITUATION OF THE COMPANY AND THE GROUP WITH THE REPORT OF THE SUPERVISORY BOARD ON THE FINANCIAL YEAR 2023 AS WELL AS THE EXPLANATORY REPORT OF THE EXECUTIVE BOARD ON THE DISCLOSURES PURSUANT TO SECTIONS 289A AND 315A GERMAN COMMERCIAL CODE (HANDELSGESETZBUCH - HGB).

The Company may amend its proposed resolution on the distribution of a further dividend before or at the latest at the Annual General Meeting if this is deemed possible and expedient for the distribution of a higher dividend in light of new circumstances arising, such as, in particular, the creation of additional liquidity obtained through loan agreements which are expected to be concluded from today's perspective.

3. DISCHARGE OF THE EXECUTIVE BOARD

FOR THE FINANCIAL YEAR 2023

The Executive Board and the Supervisory Board propose that the members of the Company's Executive Board holding office in the financial year 2023 be granted discharge for the financial year 2023.

The aforementioned documents can be viewed and downloaded on the Internet (partly in German language only) at

https://www.deutsche-euroshop.com/AGM.

The Supervisory Board approved the financial statements and the consolidated financial statements prepared by the Executive Board in accordance with sections 172, 173 German Stock Corporation Act (Aktiengesetz - AktG) on 25 April 2024. The financial statements are thus adopted. Thus, a corresponding resolution by the Annual General Meeting is not required.

2. APPROPRIATION OF THE NET PROFIT

FOR THE FINANCIAL YEAR 2023

The Executive Board and the Supervisory Board propose that, from the net profit of the 2023 financial year in the amount of EUR 549,281,560.95,

1. a partial amount of EUR 60,848,673.60 be used for the distribution of a
   dividend­ of EUR 0.80 per no-par value share entitled to dividend

and

1. the remaining partial amount of EUR 488,432,887.35 be carried forward to the next accounting period.

In this proposal for the appropriation of net profit, the Executive Board and the Supervisory Board have taken into account that an amount of EUR 149,080,813.05 has already been paid out as a dividend based on the resolution of the Extraordinary General Meeting on 8 January 2024, so that the net profit mentioned above has already been arithmetically reduced to EUR 400,200,747.90 on the payment date (11 January 2024).

The proposal for the appropriation of profits takes further into account the 403,477 treasury shares which are held directly or indirectly by the Company at the time the convening of the Annual General Meeting is announced in the German Federal Gazette and which are not entitled to dividend in accordance with section 71b AktG. The number of shares entitled to dividend may change by the time the Annual General Meeting is held. In this case, a correspondin­ gly adjusted proposed resolution on the appropriation of profits will be sub­ mitted to the Annual General Meeting with the distribution of EUR 0.80 per ordinary share entitled to dividend remaining unchanged.

Pursuant to section 58 para. 4 sentence 2 AktG, the entitlement to the dividend shall be due on the third business day following the resolution of the Annual General Meeting, i.e. on 3 September 2024.

4. DISCHARGE OF THE SUPERVISORY BOARD FOR THE FINANCIAL YEAR 2023

The Executive Board and the Supervisory Board propose that the members of the Company's Supervisory Board holding office in the financial year 2023 be granted discharge for the financial year 2023.

5. ELECTION OF THE AUDITOR FOR THE FINANCIAL YEAR 2024

Upon recommendation of the audit committee, the Supervisory Board proposes to appoint RSM Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Hamburg, as auditor of the financial statements and the consolidated financial statements for the financial year 2024.

In accordance with the procedure set out in article 16 para. 2 EU Statutory Audit Regulation (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC, hereinafter "Regulation (EU) No 537/2014"), the audit committee of the Supervisory Board recommended RSM Ebner Stolz GmbH

• Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Hamburg, and KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, and expressed a justified preference for RSM Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Hamburg, already in 2023. The audit committee upholds this recommendation.

The audit committee has declared that its recommendation is free from undue influence by third parties and that no clause of the type referred to in article 16 para. 6 EU Statutory Audit Regulation has been imposed on it (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public- interest entities and repealing Commission Decision 2005/909/EC).

RSM Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Hamburg, has declared to the Supervisory Board that no business, financial, personal or other relationships, which could give rise to doubts about its independence, exist between it, its corporate bodies and audit managers on the one hand and the Company and the members of its corporate bodies on the other hand.

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Deutsche EuroShop AG/   Invitation to the Annual General Meeting 2024

6. RESOLUTION ON THE APPROVAL

OF THE REMUNERATION REPORT 2023

Pursuant to section 120a para. 4 AktG, the Annual General Meeting of a listed company shall resolve on the approval of the remuneration report for the preceding financial year, which has been prepared and audited in accordance with section 162 AktG.

The remuneration report for the financial year 2023 and the note on its audit by the auditor can be found in section II of this convening notice and at

https://www.deutsche-euroshop.com/AGM.

The Executive Board and the Supervisory Board propose that the remuneration report for the financial year 2023 be approved.

7. ELECTION TO THE SUPERVISORY BOARD

As the term of office of Supervisory Board members Ms Claudia Plath and Mr Henning Eggers ends as planned at the end of this year's Annual General Meeting, the election of two new members to the Supervisory Board is necessary.

Pursuant to section 96 para.1, section 101 para. 1 AktG and section 8 para. 1 of the articles of association, the Supervisory Board consists of nine members, all of whom are elected by the Annual General Meeting. The Annual General Meeting is not bound by any election proposals. The Supervisory Board has set a female quota of at least 30 percent for the composition of the Supervisory Board, which has been and is being met by three female Supervisory Board members since the introduction of this quota in 2015.

The Supervisory Board therefore proposes, at the proposal of its executive committee, which also acts as nomination committee, that the following persons be elected as members of the Company's Supervisory Board:

1. Claudia Plath, Hamburg
   CFO, ECE Group Verwaltung GmbH, Hamburg
   for the period until the end of the Annual General Meeting which resolves on her discharge for the fourth financial year following the commencement of the term of office, i.e. until the Annual General Meeting 2028, given that the financial year in which her term of office begins is not counted.
2. Henning Eggers, Halstenbek
   Member of the management board of CURA Vermögensverwaltung G.m.b.H., Hamburg
   for the period until the end of the Annual General Meeting which resolves on his discharge for the fourth financial year following the commencement of the term of office, i.e. until the Annual General Meeting 2028, given that the financial year in which his term of office begins is not counted.

Information on memberships of other supervisory boards to be formed by law (1) and of comparable domestic and foreign controlling bodies of business enterprises (2):

for a) MEC METRO-ECE Centermanagement GmbH & Co. KG, Düsseldorf (2)

for b) ECE Group GmbH & Co. KG, Hamburg (2)

With regard to recommendation C.13 of the German Corporate Governance Code, the following information is provided: The candidates have the following personal and business relationships with the Company, the corporate bodies of the Company or any shareholder holding a substantial participation in the Company:

for a) Claudia Plath is a member of the management board of ECE Group Verwaltung GmbH, Hamburg, and of various subsidiaries of ECE Group GmbH & Co. KG Hamburg. Alexander Otto (major shareholder) is the CEO of ECE Group Verwaltung GmbH, Hamburg. ECE Group Verwaltung GmbH, Hamburg, is the shareholder of ECE Group GmbH & Co. KG, Hamburg, which, with various subsidiaries, is a major service provider and tenant for the Company's Group and lessor of office space to the Company. The limited partner of ECE Group GmbH & Co. KG is the limited partner CURA Vermögensverwaltung m.b.H., whose general partner is CURA Vermögensverwaltung G.m.b.H & Co. Henning Eggers, who is also standing for election, is managing director of CURA Vermögensverwaltung G.m.b.H.

There are no other personal and business relationships with the Company, the corporate bodies of the Company or any shareholder holding a substantial participation in the Company. Claudia Plath holds directly 260 shares in the Company and indirectly a participation of 0.06% in the Company.

for b) Henning Eggers is managing director of CURA Vermögensverwaltung G.m.b.H., in which among others the shareholder Alexander Otto holds an interest. CURA Vermögensverwaltung G.m.b.H. is the general partner of the limited partnership CURA Vermögensverwaltung m.b.H. & Co., which is the sole limited partner of ECE Group GmbH & Co. KG. Alexander Otto and Claudia Plath, who is also standing for election, are managing directors of ECE Group Verwaltung GmbH, which is the general partner of ECE Group GmbH & Co. KG. ECE Group GmbH & Co. KG and its subsidiaries are major service providers and tenants for or of the Company's Group and lessor of office space to the Company.

Mr Eggers is also the managing director of AROSA Vermögensverwaltungs­ gesellschaft m.b.H., Hamburg, which, like Deutsche EuroShop AG, is a limited partner of CAK City Arkaden Klagenfurt KG.

There are no other personal and business relationships with the Company, the corporate bodies of the Company or any shareholder holding a substantial participation in the Company. Henning Eggers holds indirectly a participation of 0.06% in the Company.

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Deutsche EuroShop AG/   Invitation to the Annual General Meeting 2024

The election proposal takes into account the legal requirements as well as the objectives set by the Supervisory Board with regard to its composition, and serves to meet the competence profile for the entire corporate body developed by the Supervisory Board. The objectives and the competence profile for the Supervisory Board, including the status of implementation, are published in the corporate governance statement in the chapter Corporate Governance 2023. The latter is included in the annual report 2023 which can be found on the Company's website at

https://www.deutsche-euroshop.com/AGM

The proposed candidates shall make sure to have sufficient time for performing their duties; moreover, the Supervisory Board has ascertained that the proposed candidates are able to devote the expected amount of time required for the office.

The curricula vitae of the proposed candidates can be found on the Company's website at

https://www.deutsche-euroshop.com/AGM.

The elections are held individually in accordance with the German Corporate Governance Code.

I I . R EMUNER AT ION R EP OR T A ND AUDI T OR'S R EP OR T ON AGENDA I T EM 6

This remuneration report shows the components and mechanism of the remuneration scheme as well as the individual remuneration for the Executive Board and the Supervisory Board.

Detailed information on the remuneration systems for the members of the Executive Board and Supervisory Board of Deutsche EuroShop AG is ­available on the Company's website:

https://www.deutsche-euroshop.com/remuneration.

GUIDELINES AND PRINCIPLES OF THE REMUNERATION SYSTEM FOR THE MEMBERS OF THE EXECUTIVE BOARD OF DEUTSCHE EUROSHOP AG

Deutsche EuroShop AG's business strategy aims to make investments in high-quality shopping centers in urban centers and established locations offering the potential for stable, long-term value growth and enabling the generation of high surplus liquidity from leases in shopping centers. The strategic targets are geared to consolidating the Company's successful posi­ tioning among its European competitors and increasing the value of the Company for its shareholders over the long term. The success of this deve­ lopment is measured on the basis of performance criteria and taken into appropriate account in the remuneration paid to the Executive Board. The remuneration thus provides the Executive Board with an effective incentive to implement the business strategy and achieve success. For this reason, the remuneration consists primarily of variable components that reward the achievement of set targets and reduce the remuneration paid in the event of non-achievement. This establishes a direct correlation between corporate success and remuneration.

The Annual General Meeting of 29 August 2023 approved the compensation report 2022 with a 97.55% vote in favour, so no adjustment to the form of the compensation report was necessary.

REMUNERATION OF THE MEMBERS OF THE EXECUTIVE BOARD

Main features of the remuneration system

In 2021, Deutsche EuroShop AG developed a remuneration system for the members of the Executive Board in accordance with Section 87a of the Aktiengesetz (AktG - German Public Companies Act), which was resolved by the Supervisory Board on 9 April 2021 at the recommendation of the Exe­ cutive Committee and approved by the Annual General Meeting on 18 June 2021 with an approval rate of 99.54%. It is based on the strategic alignment of the Company and complies with the regulatory requirements of AktG and the recommendations of the Deutscher Corporate Governance Kodex (DCGK - German Corporate Governance Code).

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Deutsche EuroShop AG/   Invitation to the Annual General Meeting 2024

The following overview presents the basic components of the remuneration system and their design:

F U R T H E R C O N T R A C T U A L R E G U L AT I O N S

F I X E D ( N O N - P E R F O R M A N C E - R E L AT E D) C O M P O N E N T S

Maximum remuneration per Executive Board member

Share Ownership Guidelines

•	€1,100,000 p. a.
•	Obligation to acquire and hold shares in

Basic annual remuneration

Ancillary benefits

Company pension scheme

• Fixed basic annual remuneration,
  paid monthly in twelve equal instalments
• Car for business and private use
• Accident insurance / D& O insurance
• Allowance for health and long-term care insurance
• Defined contribution plan in the form of a fixed annual amount to a provident fund
• Alternative: Conclusion of old-age pension insurance

Clawback

Severance cap

Deutsche EuroShop AG amounting to at least

100 % of the gross basic annual remuneration

• Regular holding obligation for entire period of

service and two years beyond

• Build-up of one-third of the STI and 100 % of

the LTI payout amount

• Possibility of reclaiming variable remunera­

tion (STI as well as LTI) in certain cases

• Limited to two years' remuneration (basic

annual remuneration plus contributions

to company pension plan, STI and LTI), but

not exceedingthe remaining term of the

employment contract

VA R I A B L E ( P E R F O R M A N C E - R E L AT E D) C O M P O N E N T S

Short-term Incentive (STI)

Plan type

Cap

Performance targets

Long-term Incentive (LTI)

Plan type

Cap

Performance targets

Performance period Payout

• Annual target bonus plan
• 150 % of target amount
• Financial performance target:
• • Funds from operations (FFO) per share
• Personal criteria-based multiplier (0.8 - 1.2):
• • 50 % ESG target (e.g. certification of centers)
  • 25% personal target (e.g. capital market communication rating)
  • 25% individual special projects / strategy implementation
• Performance cash plan (annual rolling)
• 150 % of target amount
• Total shareholder return (TSR; 75%):
• • 2/3 absolute TSR
  • 1/3 relative TSR compared to relevant competitors
• Loan-to-valueratio (LTV; 25%):
• • Absolute LTV
  • Multiplier depending on relative LTV compared to relevant competitors (0.8 - 1.2)
• Four years
• Due in cash upon adoption of the annual financial statements for the last financial year of the respective tranche, thus four years after issue

The target total remuneration of the Executive Board members is defined as the sum of the basic annual remuneration, ancillary benefits, company pen­ sion plan, and STI and LTI (in each case assuming 100% target achievement). The basic annual remuneration corresponds to between 40% and 50% of the target total remuneration. The STI accounts for around 20 % to 25% and the LTI for around 25% to 30 % of the target total remuneration. The company pension plan accounts for around 5% and ancillary benefits for around 2 % to 4% of the target total remuneration. The significant share of the variable remuneration components in the target total remuneration and the higher weighting of the LTI compared with the STI underscore the "pay for perfor­ mance" approach and the way that remuneration is geared to the long-term and sustainable success of Deutsche EuroShop AG.

As required by Section 87a (1) sentence 2 no. 1 AktG, the Supervisory­ Board has set an individual cap on remuneration. The maximum remuneration per member of the Executive Board for each financial year is €1,100 thousand. This maximum remuneration additionally limits the combined payout of all remuneration components granted for a financial year (basic annual remu­ neration, ancillary benefits, company pension plan, and STI and LTI) regard­ less of when they are paid out.

The Executive Board remuneration system was applied for the first time when extending the contract for Mr Wellner from 1 January 2022 and when initially appointing Mr Kneip from 1 October 2022. The term of Mr Borkers' contract, which is not subject to the remuneration system, ran until 30 Sep­ tember 2022.

In its reporting, Deutsche EuroShop AG must report on the remuneration granted and owed in the last financial year in accordance with Section 162 (1) AktG. The compensation report is based on the following definition: The term "granted" refers to the actual inflow of remuneration components, while the term "owed" refers to remuneration components that are due but have not yet been paid.

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Deutsche EuroShop AG/   Invitation to the Annual General Meeting 2024

Remuneration practice in financial year 2023

In financial year 2023, the remuneration of the members of the Executive Board was based on the arrangements agreed in the individual contracts when these were signed. The remuneration agreed in these Executive Board contracts is made up of non-­performance-related (fixed) and performance- related (variable) components. The fixed remuneration comprises the basic remuneration as well as ancillary benefits and, in some cases, a company pension plan. The variable remuneration reflects the performance during a financial year as well as the long-term development of the Company. Short- term variable remuneration (Short-term Incentive) and long-term varia­ ble remuneration (Long-term Incentive) are therefore applied depending on performance.

In determining the target remuneration, the Supervisory Board took into account the size, complexity and structure of Deutsche EuroShop AG. Addi­ tional consideration was given to the economic and financial situation of the Company, the structure and level of Executive Board remuneration in compa­ rable companies, the areas of responsibility of the individual Executive Board members, and the internal remuneration environment.

In the 2023 reporting year, Mr Hans-Peter Kneip was appointed as sole mem­ ber of the Executive Board. In the previous year, the members appointed to the Executive Board were Mr Wilhelm Wellner (until 20 April 2022), Mr Olaf Borkers (until 30 September 2022) and Mr Hans-Peter Kneip (since 1 Octo­ ber 2022). On 20 April 2022, the Supervisory Board of Deutsche EuroShop AG revoked the appointment of CEO Wilhelm Wellner at his request for a limited period until 30 September 2022. On 19 July 2022, the Supervisory Board then agreed by best mutual consent with Mr Wellner to conclude a termination agreement and revoked his reappointment with effect from 1 October 2022. Mr Borkers left the Company as scheduled on 30 September 2022.

Fixed remuneration

The members of the Executive Board receive basic annual remuneration for their work based on the position, duties and area of responsibility of the res­ pective Board member.

The fixed remuneration components additionally include other ancillary benefits, primarily a car for business and private use or a corresponding flat-rate payment, plus accident insurance. The Executive Board members also receive an allowance for health and long-term care insurance amoun­ ting to 50 % of the amounts payable by them, but not exceeding 50 % of the contributions to statutory health and long-term care insurance. In addition, a market-based D& O insurance policy has been taken out for the members of the Executive Board.

Reimbursement of travel expenses

Mr Kneip's contract includes annual reimbursement of travel expenses cap­ ped at €15 thousand for travel from his residence to his place of work and for accommodation at his place of work. Travel expenses are paid against proof by 30 June each year.

Company pension plan

A defined contribution plan was agreed for Mr Wellner with effect from 1 July 2018. In this context, the Company will make a vested entitlement of €50 thousand per year to a provident fund until 2029. This contribution will be disbursed even if the appointment as a member of the Executive Board ends before the age of 62, unless Mr Wellner has not accepted an offer to extend his appointment on comparable terms. The obligation to contribute ended with the death of Mr Wellner in the previous year.

The Company committed to providing a company pension for Mr Borkers, for which it has been making contributions of €3 thousand per year to a pension fund for the benefit of Mr Borkers since 1 July 2010. These contribution pay­ ments ran until Mr Borkers' retirement on 30 September 2022.

Mr Kneip receives a subsidy for his private pension and term life insurance of up to a maximum of €25 thousand.

There were no other pension commitments as at 31 December 2023.

Variable remuneration

The variable remuneration components are based both on the achievement of annual targets and on the long term performance of the Company. The short-term variable remuneration component and the long-term variable remuneration component incentivise the performance of Executive Board members from different perspectives, over different performance periods and taking account of different performance criteria.

With the departure of Mr Borkers and Mr Wellner and the arrival of Mr Kneip, the remuneration components were redefined in the previous year.

The performance criteria used as the basis for variable remuneration in financial year 2023 and the previous year and their relevance to strategy are shown in the table below:

Performance criteria

Earnings before taxes

(excluding measurement gains / losses)

STI target amount FFO-based

Share price

TSR target achievement level

Financing target achievement level

Short-termLong-term
Incentive		Incentive
(STI)		(LTI)	Relevance to strategy
x				Mapping of long-term operating success, which is reflected in the
			Company's ability to invest and pay dividends
				Shows sustainable earnings power in the form of funds from operations per share;
x				the weighting factors are sustainability and personal target achievement and are
				derived from strategy
		x		Sustainable growth and increasing the value of the Company
		x		Sustainable growth and increasing the value of the Company
		x		Securing long-term financing

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Deutsche EuroShop AG/   Invitation to the Annual General Meeting 2024

In addition, in accordance with the Share Ownership Guidelines, the contract with Mr Kneip provides for an obligation to acquire shares with a value equi­ valent to 100% of the fixed basic remuneration within a four-year period.

The following table shows which variable components are applied in which contracts:

Short-term Incentive for Mr Wellner and Mr Borkers

The Short-term Incentive for Mr Wellner and Mr Borkers is based on a weigh­ ted average of Group EBT (excluding measurement gains / losses) of the cur­ rent and the two preceding financial years, with EBT of the current financial year weighted at 60 %, EBT of the previous financial year at 30 % and EBT of the financial year before that at 10%.

Performance criteria

Wellner

Borkers

Kneip

Year

Weighting

Earnings before taxes (exclu­

current

ding measurement gains /

x

x

financial year

2022

60%

losses)

previous financial year

2021

30%

Share price

x

x

financial year before that

2020

10%

FFO

Total shareholder return

Financing component

x

x

x

The amount of the STI is calculated for Mr Wellner as 0.25% of weighted EBT and for Mr Borkers as 0.20 % of weighted EBT, with payouts capped at €423 thousand and €300 thousand, respectively.

		Payout factor		Cap in EUR k
Wilhelm Wellner	0.25%	423
Olaf Borkers	0.20%	300

Due to their departure during the course of the year in 2022, Mr Wellner and Mr Borkers received pro rata variable remuneration up to the date of their departure in the amount of €189 thousand (Mr Borkers) and €144 thousand (Mr Wellner). In addition, Mr Borkers received one-time additional remunera­ tion of €250 thousand in 2022 for the period of his appointment as sole mem­ ber of the Executive Board.

Short-term Incentive for Mr Kneip

The annual STI target amount is €100 thousand for 100% target achievement. The STI target achievement level can be a maximum of 150 %, with the STI payout amount capped at €150 thousand. The STI target achievement level in Mr Kneip's contract is determined using the following formula:

Short-term Incentive (STI)

STI target amount €100,000

x

Performance target FFO per share

x

ESG factor (weighting 50 %)

Personal performance factor

(weighting 50 %)

=

Amount paid out (max. €150,000)

Criteria-based factor

The performance target for FFO per share is calculated by comparing the funds from operations per share reported in the consolidated financial state­ ments to funds from operations per share derived from corporate planning, as determined from the budget approved by the Supervisory Board.

If target achievement is below 75%, the performance target is not achieved overall. If target achievement is above 133%, the performance target is cap­ ped at 150%. In the range between 75%-100% and 100%-133%, the perfor­ mance target is calculated by interpolation. For every 1.0 percentage point above or below target, the performance target is adjusted up or down by 1.5 percentage points.

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Deutsche EuroShop AG/   Invitation to the Annual General Meeting 2024

In a second step, the FFO per share performance target calculated in this way is multiplied by a criteria-based factor. This is composed of an ESG ­factor and a personal performance factor, each comprising 50 %. The ESG factor is determined on the basis of the ESG certifications awarded by the DGNB (Deutsche Gesellschaft für Nachhaltiges Bauen e.V.) (platinum: 1.2, gold: 1.0, silver: 0.9, bronze: 0.8) calculated arithmetically for the individual shopping centers. The personal performance factor refers to a multiplier that may be 0.8, 0.9, 1.0, 1.1 or 1.2, the amount of which is determined by the Supervisory Board based on its assessment of the extent to which the Executive Board member has achieved one or more personal performance targets for the financial year in question and has demonstrated good role-specific perfor­ mance in the process.

The Supervisory Board may individually adjust the Short-term Incentive in the event of extraordinary events that would lead to inappropriate results.

The personal performance factor for the current financial year will be deter­ mined at the meeting of the Executive Committee of the Supervisory Board in the following year and was not yet known at the time of the preparation of the compensation report. Nevertheless, a provisional STI has been cal­ culated and accrued for the current financial year. At the beginning of April 2023, the Executive Committee of the Supervisory Board set an STI for Mr Kneip of €123 thousand for financial year 2022, offset by a deferred amount of €130 thousand. A provisional STI of €124 thousand was accrued for finan­ cial year 2023.

Long-Term Incentive Plan for Mr Wellner and Mr Borkers

The Long-term Incentive for Mr Wellner and Mr Borkers focuses on the long- term performance of the enterprise value of Deutsche EuroShop AG. The cur­ rent long-term variable remuneration was approved in June 2021 and has applied since 1 January 2022.

The amount of the long-term variable remuneration is based on the develop­ ment of the market capitalisation of Deutsche EuroShop AG over the perfor­ mance period from 1 January 2022 to 31 December 2025. Individual payout factors have been defined for the Executive Board members, through which they participate proportionately in the increase in market capitalisation. For an increase in market capitalisation of up to €500 million, the payout factor is 0.10 % for Mr Wellner and 0.05% for Mr Borkers. If the increase exceeds the value of €500 million, this share is additionally remunerated at 0.05% for Mr Wellner and 0.025 % for Mr Borkers.

Market capitalisation is calculated by multiplying the volume-­weighted ­average share price of the Company over the last twenty trading days by the number of Company shares issued.

Due to the departure of Mr Wellner and Mr Borkers from the Executive Board in financial year 2022, the LTI owing to them was calculated by comparing the market capitalisation at 1 January 2022 with the market capitalisation at the time of their departure. Mr Wellner received €242 thousand and Mr Borkers received €258 thousand from the LTI in 2022.

Long-Term Incentive Plan for Mr Kneip

The Long-term Incentive for Mr Kneip takes into account the long-term change in the value of Deutsche EuroShop AG and is based on two targets: total shareholder return (TSR) and financing. The LTI covers a rolling period of four years in each case and will be paid out at the end of these four years. The LTI 2022 covers the period from 2022 to 2025 and will be paid out in 2026. The LTI 2023 covers the period from 2023 to 2026 and will be paid out in 2027.

The annual LTI target amount is €100 thousand for 100% target achievement. The LTI target achievement level can be a maximum of 150 %, with the LTI payout amount capped at €150 thousand. The LTI target achievement level in Mr Kneip's contract is determined using the following formula:

Long-term Incentive (LTI)

LTI target amount €100,000

x

Absolute total shareholder return (weighting 66.6 %)

+

Relative total shareholder return

(weighting 33.4 %)

Weighting: 75 %

+

Financing factor

x

Investment grade factor

Weighting: 25 %

=

Amount paid out (max. €150,000)

10

Deutsche EuroShop AG/   Invitation to the Annual General Meeting 2024

Total shareholder return is an indicator of the return on the shares and trans­ lates shareholders' return expectations into the remuneration structure of the Executive Board. Two-thirds of total shareholder return is calculated from the total shareholder return of Deutsche EuroShop AG and one-third from a comparison with relevant peer companies.

		Absolute total shareholder return					Relative total shareholder return
		20-day average of the closing prices of							Absolute total shareholder return for
		Deutsche EuroShop AG before the endof the res-	+		Gross dividends
						Deutsche EuroShop
		pective performance period
		20-day average of the closing prices of Deutsche EuroShop AG				Absolute total shareholder return for
		before the beginningof the respective performance period				peer companies
			66.6 %					33.4 %
The other components of the LTI and the way they are calculated are shown
in the following overview:
Long-term Incentive (LTI) - Calculation of target achievement
Target achievement for absolute total shareholder	Target achievement for relative total shareholder return			Financing factor denotes a percentage between 0 % and a
return denotes a percentage between 0 % and	denotes a percentage between 0 % and a maximum of			maximum of 150 % and amounts to 100 % when a finan-
a maximum of 150 % and amounts to 100 % when	150 % and amounts to 100 % when the figure is 0 %.			cing volume of €500 million is achieved.
absolute total shareholder return is 24 %.

Absolute total
Shareholder return	Target achievement
< 0 %	0 %
= 24 %	100 %
> 36 %	150 %

When total shareholder return is between 0 %

(target achievement 0 %) and 24 % or between 24 % and 36 % (target achievement 150 %), target achievement is calculated by interpolation.

Relative total
Shareholder return	Target achievement
< -20 %	0 %
= 0 %	100 %
> 20 %	150 %

When relative total shareholder return is between -20 % (target achievement 0 %) and 0 % or between 0 % and

20 % (target achievement 150 %), target achievement is calculated by interpolation.

Financing volume	Target achievement
< 400 Mio. €	0 %
= 400 Mio. €	80 %
= 500 Mio. €	100 %
> 600 Mio. €	150 %

When financing volume is between €400 million (target achievement 80 %) and €500 million or between €500 million and €600 million (target achievement 150 %), target achievement is determined by interpolation. Notwithstanding the calculation given above for 0 %, in the event that there is no corresponding investment grade rating from a rating agency at the end of the relevant ­performance period, the financing factor is 0 %.

No remuneration from the LTI was granted or is owed to Mr Hans-Peter Kneip, as this can only be determined for the first time at the end of financial year 2025 for the LTI 2022 or at the end of financial year 2026 for the LTI 2023. Nevertheless, provisions of €113 thousand were recognised for the LTI 2022, and provisions of €44 thousand for the LTI 2023.

The Supervisory Board is entitled to deviate from the above arrangements in the event of extraordinary events which would lead to inappropriate results (e.g. destruction of a center, COVID 19 pandemic).

Benefits in the event of premature termination of the employment contract

In the event that the employment contract is terminated prematurely by the Company without cause, the members of the Executive Board will be entitled to a severance payment in the amount of the annual remuneration outstan­ ding up to the end of the agreed contractual term, but limited to an amount equivalent to a maximum of two basic annual remunerations plus the respec­ tive target amounts under the Short-term Incentive bonus and the Long-term Incentive bonus. When measuring the annual remuneration amount, the ave­ rage annual remuneration for the previous financial year and the probable annual remuneration for the current financial year are used.

Mr Wellner was paid remuneration of €1,500 thousand upon conclusion of a termination agreement in 2022.