HAMBORNER REIT AG
Annual General Meeting 26 June 2025
2025
ANNUAL GENERAL MEETING
Overview with details pursuant to section 125 of the German Stock Corporation Act (AktG) in conjunction with Table 3 of Commission Implementing Regulation (EU) 2018 / 1212-
CONTENT OF THE NOTICE C. DETAILS OF THE ANNUAL GENERAL MEETING
֝ 1. Annual General Meeting of HAMBORNER REIT AG 2025
֝ 2. Notice convening the Annual General Meeting
- DETAILS OF ISSUER
ISIN: DE000A3H2333 // WKN: A3H 233
Name of issuer: HAMBORNER REIT AG
֝ 1. Date of the Annual General Meeting: 26 June 2025
֝ 2. Start: 10:00 a.m. (CEST) (or 8:00 a.m. UTC)
֝ 3. Type of Annual General Meeting: ordinary Annual General Meeting
֝ 4. Location of Annual General Meeting: Stadthalle Mülheim, Theodor-Heuss-Platz 1, 45479 Mülheim an der Ruhr, Germany
֝ 5. Technical record date: 19 June 2025
The shareholding entered in the share register on the day of the Annual General Meeting shall determine the participation and voting rights, independent of any securities holdings. Instructions to amend the share register received by the company between 20 June 2025 and 26 June 2025 inclusive after the registration deadline has passed will only be processed and considered after the Annual General Meeting on 26 June 2025. The technical record date is therefore midnight CEST on 19 June 2025 (10.00 pm UTC on 19 June 2025).
֝ 6. Website for the Annual General Meeting:
https://www.hamborner.de / en / general-shareholder-meeting
We hereby invite the shareholders in our company to Stadthalle Mülheim, Theodor-Heuss-Platz 1, 45479 Mülheim an der Ruhr at
10.00 am CEST (8.00 am UTC) on 26 June 2025, for the
ANNUAL
GENERAL MEETING
of our company.
AgendaIncluding proposed resolutions
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Presentation of the endorsed annual financial statement and the approved IFRS separate financial statement dated 31 December 2024, the summary of the management report
for the 2024 financial year in accordance with commercial law and IFRS, and the report of the Supervisory Board for the 2024 financial year
The Supervisory Board approved the annual financial statement and the IFRS separate financial statement on 10 April 2025. The annual financial statement is therefore adopted in accordance with section 172(1) AktG. No resolution of the Annual General Meeting on agenda item 1 is expected, in accordance with the applicable legal provisions. The management report also includes the explanatory report of the Management Board on the details specified in section 289a of the Commercial Code (HGB).
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Use of distributable profit
The Management Board and Supervisory Board propose that the distributable profit of HAMBORNER REIT AG for the 2024 financial year of €39,044,807.04 be used as follows:
Distribution of a dividend of €0.48 per share on the share capital entitled to dividend payments, resulting in a distribution to shareholders of €39,044,807.04 based on 81,343,348 shares entitled to dividend payments.
The dividend shall be payable by Tuesday, 1 July 2025.
The number of shares entitled to dividend payments may increase or fall by the time of the Annual General Meeting if the company purchases treasury shares. In this case, an amended proposal regarding use of the distributable profit shall be submitted to the Annual General Meeting where the dividend amount per share remains the same.
Since a part of the dividend, approximately €0.24 per share, is paid from the capital account for tax purposes within the meaning of section 27 of the German Corporation Tax Act (KStG) (capital contributions not paid in to nominal capital), the dividend is paid partly without deduction of capital gains tax and solidarity surcharge. The payment of the remaining dividend of approximately €0.24 per share is made after deduction by the depositary bank of 25% capital gains tax and 5.5% solidarity surcharge on the amount of capital gains tax (26.375% in total) and church tax if applicable.
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Discharging the Management Board for the 2024 financial year
The Management Board and Supervisory Board propose the following resolution:
The members of the Management Board who served for the 2024 financial year will be discharged for this period.
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Discharging the Supervisory Board for the 2024 financial year
The Management Board and Supervisory Board propose the following resolution:
The members of the Supervisory Board who served for the 2024 financial year will be discharged for this period.
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Appointment of auditor for the annual accounts and general auditor for audit reviews for the 2025 financial year
On the recommendation of the Audit Committee, the Supervisory Board proposes that the audit firm PricewaterhouseCoopers GmbH, Düsseldorf, be appointed as auditor for the annual accounts for the 2025 financial year and general auditor for audit reviews of the half-year financial report and the quarterly interim reports for the 2025 financial year.
In accordance with Article 16(2) subparagraph 3 of the EU Statutory Audit Regulation (Regulation (EU) No. 537 / 2014 of the European Parliament and the Council of 16 April 2014), the Audit Committee states that its recommendation is free from undue influence by a third party and that it is not subject to any clause restricting the choice of the statutory auditor (Article 16(6) EU Audit Regulation).
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Election of new Supervisory Board members
In accordance with Section 96 (1) AktG, Sections 1 (1) and 4 (1) of the One-Third Participation Act in conjunction with Section 9 (1) of the Articles of Association, the Supervisory Board consists of six members to be elected by the Annual General Meeting and three members to be elected by the employees.
The term of office of all the Supervisory Board members elected by the general meeting ends at the close of this general meeting. Proposals are to be made to the general meeting to re-elect Dr. Andreas Mattner, Claus-Matthias Böge, Maria Teresa Dreo-Tempsch, Rolf Glessing and Ulrich Graebner. Christel Kaufmann-Hocker has notified the company that she will not be standing for re-election. A proposal will be made to the general meeting to elect Martina Williams-Arnoldi in her place.
Claus-Matthias Böge has been a Supervisory Board Member since 2015 and his term of office is to be limited to a maximum of two years, in accordance with the German Corporate Governance Code. This is because Claus-Matthias Böge will have been a member of the Supervisory Board for twelve years at the end of his next term of office. According to item C.7 of the German Corporate Governance Code, he would no longer be considered independent of the company if he remained on the Supervisory Board any longer. In addition, the rules of procedure for the Supervisory Board stipulate that a term of office is generally limited to twelve years.
The proposals by the Supervisory Board are based on recommendations from its Executive and Nomination Committee. They are in line with the skills profile for the Supervisory Board and the targets it has set for its composition and meet the requirements of the German Corporate Governance Code. The general meeting is not bound by the proposals. The intention is to carry out the election for the members individually.
The Supervisory Board proposes the election of
Dr Andreas Mattner
Hamburg
Independent management consultant
to the Supervisory Board as a shareholder representative.
The election is for the period until the end of the Annual General Meeting that votes on discharging the Management Board of liability for the third financial year after the beginning of the term of office; this does not include the financial year in which the period of office begins.
The Supervisory Board proposes the election of
Claus-Matthias Böge
Hamburg
Managing Director of CMB Böge Vermögensverwaltung GmbH to the Supervisory Board as a shareholder representative.
The election is for the period until the end of the Annual General Meeting that votes on discharging the Management Board of liability for the first financial year after the beginning of the term of office; this does not include the financial year in which the period of office begins.
The Supervisory Board proposes the election of
Maria Teresa Dreo-Tempsch
Vienna, Austria
Member of the Management Board of Berlin Hyp AG to the Supervisory Board as a shareholder representative.
The election is for the period until the end of the Annual General Meeting that votes on discharging the Management Board of liability for the third financial year after the beginning of the term of office; this does not include the financial year in which the period of office begins.
The Supervisory Board proposes the election of
Rolf Glessing
Illerkirchberg
Member of the Management Board of Varta AG and managing shareholder of Glessing Management Beratung GmbH
to the Supervisory Board as a shareholder representative.
The election is for the period until the end of the Annual General Meeting that votes on discharging the Management Board of liability for the third financial year after the beginning of the term of office; this does not include the financial year in which the period of office begins.
The Supervisory Board proposes the election of
Ulrich Graebner
Bad Homburg v. d. H.
Senior Advisor at Houlihan Lokey GmbH and Partner at Cara Investment GmbH
to the Supervisory Board as a shareholder representative.
The election is for the period until the end of the Annual General Meeting that votes on discharging the Management Board of liability for the third financial year after the beginning of the term of office; this does not include the financial year in which the period of office begins.
The Supervisory Board proposes the election of
Martina Williams-Arnoldi
Bad Soden am Taunus
Head of Work Dynamics Northern Europe and Managing Director of Jones Lang LaSalle SE
to the Supervisory Board as a shareholder representative.
The election is for the period until the end of the Annual General Meeting that votes on discharging the Management Board of liability for the third financial year after the beginning of the term of office; this does not include the financial year in which the period of office begins.
The CVs of the candidates put forward by the Supervisory Board, the skills profile and the qualification matrix for the Supervisory Board can be viewed on our website from the time the Annual General Meeting is convened at https://www.hamborner.de /en / general-shareholder-meeting. The CVs provide information about the candidate's relevant knowledge, abilities and experience.
- Approval of the changes to the remuneration system for members of the Management Board
Section 120a (1) AktG requires that the general meeting of a listed company must vote on approving the remuneration system for the Management Board members as proposed by the Supervisory Board whenever any significant changes are made, or at least every four years. The remuneration system for Management Board members was last approved by the company's Annual General Meeting on 29 April 2021.
Taking the provisions of section 87a (1) AktG into account, the Supervisory Board amended and adopted the remuneration system for members of the Management Board with effect from 1 January 2025 to reflect the strategy of HAMBORNER REIT AG, market practice and investor expectations. The system reflects the strategic priorities of HAMBORNER REIT AG and gives greater weight to sustainability in the context of remuneration. No fundamental changes to the remuneration system were required, because the system has proved itself in recent years, also in challenging times.
The Supervisory Board, based on the recommendation of its Executive and Nomination Committee, therefore proposes the approval of the remuneration system for Management Board members adopted by the Supervisory Board with effect from 1 January 2025.
This remuneration system can be viewed on our website from the time the Annual General Meeting is convened at
https://www.hamborner.de / en / general-shareholder-meeting. It will also be available there during the Annual General Meeting.
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Disclaimer
Hamborner Reit AG published this content on May 13, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 13, 2025 at 13:20 UTC.
