DEMIRE Gläubigerversammlung

Not for general distribution, directly or indirectly, in whole or in part, in or into the United States.

This invitation to vote (the “ Invitation to Vote ” ) is neither an offer to purchase nor a solicitation of an offer to sell securities. The Invitation to Vote is not being made to holders of the Notes in any jurisdiction in which the Invitation to Vote would not be in compliance with the securities or other laws of such jurisdiction. The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and may not be offered or sold in the United States, unless registered under the Securities Act or unless an exemption from the registration requirements set forth in the Securities Act applies to them. No public offering of the securities will be made in the United States and the Issuer does not intend to make any such registration under the Securities Act.

DEMIRE Deutsche Mittelstand Real Estate AG

Frankfurt am Main

1.875% Senior Notes due 2024

ISIN: DE000A2YPAK1 /​ WKN A2YPAK

INVITATION TO VOTE WITHOUT MEETING

by

DEMIRE Deutsche Mittelstand Real Estate AG,

a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its seat in Frankfurt am Main, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under HRB 89041 with its business address at Robert-Bosch-Straße 11, 63225 Langen, Germany (the “Issuer”)

regarding the

€600,000,000 (original principal amount)^* 1.875% Senior Notes due 2024

ISIN: DE000A2YPAK1 /​ WKN A2YPAK

(the “Notes”).

The Issuer hereby requests the holders of the Notes (the “Holders”) to participate in the vote without meeting (Abstimmung ohne Versammlung)

within the voting period (the “Voting Period”)
beginning on 2 September 2024, 00:00 CET and
ending on 4 September 2024, 24:00 CET (end of day)

and to submit their votes towards the notary public Dr. Christiane Mühe
with her business seat at Taunusanlage 17, 60325 Frankfurt/​Main, Germany
(the “Scrutineer”).

^* Outstanding principal amount as at the date of this Invitation to Vote: €499,000,000 (following a repurchase and cancellation of Notes by the Issuer in an aggregate principal amount of €101,000,000 prior to the date of this Invitation to Vote).

IMPORTANT NOTICE

UNLESS OTHERWISE DEFINED HEREIN, TERMS USED AND DEFINED IN THE TERMS AND CONDITIONS OF THE NOTES (THE “CONDITIONS OF ISSUE”) SHALL HAVE THE MEANING ATTRIBUTED TO THEM IN THE CONDITIONS OF ISSUE WHEN USED IN THIS INVITATION TO VOTE.

THE VOTE WITHOUT MEETING (ABSTIMMUNG OHNE VERSAMMLUNG) (THE “VOTING”) WILL BE CONDUCTED BY THE SCRUTINEER WHO HAS BEEN APPOINTED BY THE ISSUER FOR SUCH PURPOSE. VOTES MUST BE SUBMITTED TO THE SCRUTINEER IN TEXT FORM (AS DEFINED IN SECTION 126B OF THE GERMAN CIVIL CODE (BÜRGERLICHES GESETZBUCH – “BGB”)) WITHIN THE VOTING PERIOD WHICH WILL COMMENCE ON 2 SEPTEMBER 2024, 00:00 CET AND END ON 4 SEPTEMBER 2024, 24:00 CET (END OF DAY) (THE “VOTING PERIOD”).

IN ORDER TO PARTICIPATE IN THE VOTING, HOLDERS MUST PROVIDE PROOF OF ELIGIBILITY FOR EXERCISING VOTING RIGHT BY MEANS OF A SPECIAL CONFIRMATION AND A BLOCKING NOTE ISSUED BY THEIR CUSTODIAN AND REGISTER (THE “REGISTRATION”) BY NO LATER THAN 24:00 CET (END OF DAY) ON 30 AUGUST 2024 (THE “REGISTRATION DEADLINE”). FOR DETAILS ON THE PREREQUISITES WHICH MUST BE MET BY HOLDERS FOR PARTICIPATING IN THE VOTING AND EXERCISING VOTING RIGHTS SEE “F. – VOTING PROCEDURES”.

HOLDERS MAY CAST THEIR VOTES THROUGH KROLL ISSUER SERVICES LIMITED (THE “TABULATION AGENT”) ACTING AS THEIR PROXY (STELLVERTRETER) BY INSTRUCTING THE TABULATION AGENT TO VOTE IN FAVOUR OF OR AGAINST THE RESOLUTIONS SOUGHT BY THE ISSUER IN THE VOTING OR ABSTAIN FROM VOTING (THE “VOTING INSTRUCTION”).

HOLDERS SHOULD BE AWARE THAT CERTAIN ADDITIONAL FORMALITIES NEED TO BE FULFILLED PRIOR TO THE VOTING PERIOD IN ORDER TO VALIDLY PASS VOTES THROUGH THE TABULATION AGENT. ALSO, IF THE HOLDERS WISH TO CAST VOTES DIRECTLY TO THE SCRUTINEER, CERTAIN FORMALITIES NEED TO BE FULFILLED BY THE END OF THE VOTING PERIOD. HOLDERS SHOULD THEREFORE CAREFULLY READ THIS INVITATION TO VOTE AND THE VOTING PROCEDURES DESCRIBED HEREIN.

HOLDERS ARE ADVISED TO CHECK WITH ANY NOMINEE, CUSTODIAN, INTERMEDIARY OR PERSON ACTING IN A SIMILAR CAPACITY FOR THE HOLDER WHETHER SUCH NOMINEE, CUSTODIAN, INTERMEDIARY OR PERSON ACTING IN A SIMILAR CAPACITY FOR THE HOLDER WOULD REQUIRE RECEIPT OF INSTRUCTIONS TO PARTICIPATE IN THE VOTING BEFORE THE REGISTRATION DEADLINE. THE DEADLINES SET BY THE CLEARING SYSTEM FOR THE SUBMISSION OF INSTRUCTIONS MAY ALSO BE EARLIER THAN THE RELEVANT DEADLINES SPECIFIED IN THIS INVITATION TO VOTE.

A. Background and Rationale for the Invitation to Vote

This section “Background and Rationale for the Invitation to Vote” has been included in this Invitation to Vote voluntarily by the Issuer to outline the background for the Voting and the proposed resolutions. This section does not purport to provide a complete basis for the decision of the Holders sought in this Invitation to Vote. The Issuer does not warrant that this section “Background and Rationale for the Invitation to Vote” contains all information that is necessary or appropriate for passing the proposed resolutions sought by the Issuer. Holders must rely on their own examination of the Issuer, the terms of the Invitation to Vote and the proposed resolutions sought thereunder as well as the securities described in this Invitation to Vote. Holders should not consider any information in this Invitation to Vote to be investment, legal or tax advice. Holders should consult their own counsel, accountant or other advisors for legal, tax, business, financial and related advice regarding the proposed resolutions sought as well as the Voting.

Certain statements in this section “Background and Rationale for the Invitation to Vote” are forward-looking statements. Forward-looking statements include statements concerning the Issuer’s plans, objectives, goals, strategies, future events, future sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, its competitive strengths and weaknesses, its business strategy and the trends the Issuer anticipates in the industries and the economic, political and legal environment in which it operates and other information that is not historical information. Words such as “believe”, “anticipate”, “estimate”, “expect”, “intend”, “predict”, “project”, “could”, “may”, “will”, “plan” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Holders should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements.

The Issuer, DEMIRE Deutsche Mittelstand Real Estate AG (“DEMIRE” and, together with its consolidated subsidiaries, the “DEMIRE Group”), is a listed commercial real estate company focusing on office and retail properties in secondary locations across Germany. As of 30 June 2024, DEMIRE’s portfolio comprised 58 properties with a total lettable floor space of 697,264 square meters DEMIRE focuses on office and retail properties with some additions in hospitality properties.

I. Background

Within the current market environment, the Issuer is also impacted by the general trends in the real estate sector, especially with respect to its office space and retail portfolio. The Issuer therefore needs to adapt to longer-lasting market currents, such as shifts in the work culture, elevated sensitivities regarding energy efficiency, increasing regulatory pressure, and, as a consequence, a certain flight to quality. At the same time, the Issuer was faced with the general abrupt macroeconomic change. The new interest rate environment increased financing costs, led to more restrictive lending, and put pressure onto real estate asset prices.

To overcome these challenges, the Issuer has set up a revised business plan and has initiated a disposal program to generate certain cash inflows and to refocus the portfolio. Initial steps of this business plan have already been implemented. The Issuer was able to successfully sell certain assets in an otherwise challenging market. In connection with the further implementation of its revised business plan and in light of the maturity of the Notes, the Issuer intends to complete a restructuring transaction with respect to the Notes.

In this context, DEMIRE plans to carry out a consent solicitation process under the German Act on Debt Securities of 2009 (SchVG) in relation to the Notes. The amendments sought by DEMIRE include, inter alia, (i) the extension of the maturity of the Notes to 31 December 2027, (ii) an increase in the interest rate payable on the Notes to 5.00% per annum, the introduction of additional one-off fees of 3.00% and 2.00%, respectively, payable upon full redemption of a Note if the outstanding principal amount of the Notes is not reduced by certain amounts in 2025 and 2026, respectively, and the introduction of additional interest payable on the Notes of 3.00% per annum accruing from 1 January 2027 payable on maturity, (iii) an undertaking to market assets for disposal in certain volumes, (iv) certain other changes to the financial and other covenants as well as events of default under the Notes, and (v) provisions requiring for the Notes to be secured by a new collateral package (guarantees and in rem security) granted by the Issuer and by certain subsidiaries of the Issuer. In addition, DEMIRE proposes that the Holders appoint Dentons GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft as common representative (gemeinsamer Vertreter). Against the background of the upcoming maturity of the Notes, the Issuer proposes to adopt two resolutions to increase transaction certainty.

The comprehensive restructuring transaction further includes, inter alia, a certain tender offer process (as outlined below, but for the avoidance of doubt, under separate documentation), which reduces the overall outstanding amount of the Notes, and lowers their risk profile. In addition (as outlined below, but for the avoidance of doubt, not under this Invitation to Vote), the Issuer intends to partially redeem the Notes in an amount of €49,900,000 pro rata across all Notes and complete the Corporate Reorganisation (as defined below) prior to the effectiveness of the amendments to the Conditions of Issue contemplated in this Invitation to Vote.

As of the date of this Invitation to Vote, the Issuer has not published its audited consolidated financial statements for the financial year 2023 or its quarterly statement for the first quarter of the financial year 2024.

II. Support for the Consent Solicitation

On 5 June 2024, the Issuer announced that it had concluded a binding lock-up agreement (the “Lock-Up Agreement”) with Holders who held, at the time, directly or indirectly Notes representing the majority of the outstanding aggregate principal amount of the Notes. All Holders have been invited by the Issuer to accede to the Lock-Up Agreement. Holders who wish to review and accede to the Lock-Up Agreement can contact the Tabulation Agent at demire@is.kroll.com. The Lock-Up-Agreement became effective according to its terms on 5 June 2024. The Lock-Up Agreement was amended to reflect certain amendments prior to the date of this Invitation to Vote.

Pursuant to the Lock-Up Agreement all consenting holders committed, subject to certain limitations, to take all actions within their respective powers to support, facilitate, implement, consummate or otherwise give effect to all or any part of the refinancing process, including negotiating in good faith with a view to agreeing the forms of, and subsequently executing and (where applicable) delivering, the documentation to be executed in connection with the Consents sought pursuant to this Invitation to Vote (the “Consent Solicitation”).

In addition, the consenting Holders have, subject to certain limitations (including the occurrence of the voting obligation effective date as explained below), provided certain forbearances in connection with the implementation of the Consent Solicitation and have agreed not to take any enforcement action (subject to certain customary exceptions). Consenting holders also undertake, among other things:

The consenting Holders’ obligation to cast their votes in a holders’ meeting in accordance with the Lock-Up Agreement is, however, contingent on the occurrence of a voting obligation effective date (as further specified in the Lock-Up Agreement). This requires, in each case with regard to one or more aspects of the overall amend & extend transaction proposed by the Issuer, certain conditions being satisfied: (i) a certain confirmation to be issued by FTI-Andersch AG reflecting the refinancing process and confirming, in substance, that (x) the requirements developed by the German Federal Court of Justice for restructuring opinions are met if the refinancing is implemented and that (y) this will, based on the assumption of the implementation of the refinancing, be demonstrated in their independent business review of the Issuer’s business and business plan, (ii) a final copy of a certain tax memorandum with respect to the potential tax consequences of the implementation of all elements of the refinancing to be available, (iii) satisfactory drafts of certain long-form documents to be available, (iv) a confirmation by the Issuer regarding the implementation of certain measures with regard to the so-called “Limes portfolio” to be issued, and (v) a general meeting of the Issuer to, inter alia, approve the new collateral structure (partly as outlined below) to be invited for.

Pursuant to the Lock-Up Agreement, the Issuer committed to implement the Resolutions by way of the Consent Solicitation as set out in this Invitation to Vote.

The Issuer further agreed (subject to certain customary exceptions) to, inter alia, refrain from transferring any shares in any member of the DEMIRE Group, pay dividends or otherwise return capital in each case to any of its shareholders, sell, issue or otherwise dispose of any Notes, or wind up or dissolve any material group company (in each case subject to certain customary exceptions and other than as necessary in the ordinary course of business).

The Issuer also agreed to undertake certain preparatory measures for, and to conduct certain specified actions (including an application of a release proceeding (Freigabeverfahren)) in case of, contestation actions in connection with the Consent Solicitation.

The Lock-Up Agreement may be terminated by certain majorities of the Holders being party to the Lock-Up Agreement, in particular, inter alia, in case of non-compliance by the Issuer with its material obligations thereunder in a material respect (subject to a grace period), material misrepresentation, the occurrence of certain insolvency events, a legal impediment to the implementation of the transactions contemplated thereby arising or the occurrence of a material adverse effect after the date of the Lock-Up Agreement. The Lock-Up Agreement automatically terminates on 14 October 2024 or such later date as may be agreed in writing by certain majorities of holders of the Notes (depending on the term of any such extension, 31 December 2024 being the latest such extension date) that have signed the Lock-Up Agreement or acceded to it at a later time (as applicable).

The Lock-Up Agreement is governed by German law.

In addition, the Issuer has secured the support of a further significant group of Holders and who did not accede to the Lock-Up Agreement (the “Further Holders”). The Further Holders‘ support was, however, subject to certain amendments of the commercial terms outlined above, the details of which are explained in an ad hoc notification by the Issuer dated 2 July 2024 (the “Proposed Amendments”). The Further Holders have, subject to certain conditions, also committed to vote in favour of any amendments to implement the Consent Solicitation, including, for the avoidance of doubt, voting in favour of the Resolutions. As a result, together with the Holders that are parties to the Lock-Up Agreement, the restructuring is supported by more than 90% of the Holders.

Tender Offer and Backstop Commitments

In connection with the restructuring transaction, the Issuer intends to invite Holders to tender the Notes for purchase by the Issuer for cash pursuant to an unmodified reverse Dutch auction process with a maximum purchase price of 76.25% of the principal amount of a Note (as such will be reduced following the partial redemption of Notes in an amount of €49,900,000) for a total maximum purchase price (excluding interest accrued thereon in accordance with their terms) of €159,621,750.00, subject to additional terms and conditions to be contained in a separate tender offer memorandum (the “Tender Offer”). The Tender Offer is expected to commence on or about 9 September 2024 and expire on or about 8 October 2024. The Tender Offer will be backstopped by backstop commitments provided by certain Holders who have provided backstop commitments. As of the date of this Invitation to Vote a large part of the backstop has been committed. On 1 August 2024 the Issuer published an invitation to all Holders to provide backstop commitments by 15 August 2024.

B. Agenda

The Issuer submits the proposal for the following two (2) resolutions (together the “Resolutions”) to the Holders and puts the Resolutions to a vote.

The Issuer proposes to the Holders to consent to each of the following two Resolutions by exercising their voting rights with “yes” (the “ Consent ”) to each Resolution.

Resolution 1 (Comprehensive Resolution)

The Holders resolve as follows:

Resolution 2 (Appointment Resolution)

The Holders resolve as follows:

C. Consent of the Issuer to the Resolutions

The Issuer hereby declares its consent (Einwilligung) with the Resolutions and in particular the Amendments and agrees to the Requisite Conditions for the implementation of the Amendments.

D. Legal Basis for the Vote without Meeting, Quorum and Majority Requirements

The Conditions of Issue provide that in accordance with the German Act on Debt Securities of 2009 as amended (Schuldverschreibungsgesetz – “SchVG”), the Holders may in a vote without meeting pursuant to section 18 SchVG by majority resolution (i) agree with the Issuer on amendments of the Conditions of Issue with regard to matters permitted by the SchVG and (ii) appoint or dismiss a holders’ representative.

According to the Conditions of Issue, resolutions of Holders have to be passed by a simple majority of the voting rights participating in the vote, unless the proposed resolution materially changes the substance of the Conditions of Issue, in particular in the cases of section 5 para 3 sent. 1 numbers 1 through 9 of the SchVG. Such a resolution requires a majority of at least 75% of the voting rights participating in the vote.

As of the date of this Invitation to Vote, the aggregate principal amount of Notes issued and outstanding is €499,000,000 (following a repurchase and cancellation of Notes by the Issuer in an aggregate principal amount of €101,000,000 prior to the date of this Invitation to Vote). Each Holder shall participate in the Voting in accordance with the nominal amount of the Notes held by such Holder. Each Note in the specified denomination of €100,000 shall count as one vote.

Adoption of the Resolutions requires with respect to each Resolution the consent of Holders constituting a majority of at least 75% of the voting rights participating in the Voting (= 75% of the outstanding nominal amount of the Notes participating in the Voting and not held by the Issuer or its affiliates) (the “Requisite Consents”). In order to have a quorum, it is required under the SchVG that Holders representing at least 50% of the aggregate outstanding principal amount of the Notes participate in the Voting (the “Quorum”). For the avoidance of doubt, each of the Resolutions must individually receive the Requisite Consents and requires the participation of a Quorum in order to be adopted. In case both Resolutions meet the aforementioned requirements, both Resolutions are adopted.

The Issuer will publish the results of the Voting as soon as reasonably possible on its website, in the Federal Gazette (Bundesanzeiger) and on the website of the Luxembourg Stock Exchange (www.bourse.lu).

E. Legal Consequences in Case of an Adoption of the Resolutions

The implementation (Vollzug im Sinne des § 21 SchVG) of any material amendments to terms and conditions of issue of notes under the SchVG is subject to (i) the participation of the Quorum, (ii) the receipt of the Requisite Consents and (iii) the expiry of the statutory contestation period under the SchVG (provided that no contestation proceeding is pending with respect to the relevant consent solicitation under the SchVG or the resolutions at such time) or if one or more contestation action have been filed, for each such contestation action the settlement, withdrawal or other termination of such contestation action or a clearance decision of the competent Higher Regional Court that the filing of the respective contestation action does not preclude the implementation of the Amendments (together the “Consent Conditions”, see Requisite Condition (l) above).

The Holders’ Representative may not act under its authorisation prior to the satisfaction of the Consent Conditions with respect to the relevant resolution. The Issuer will procure that the New Security Trust and Guarantee Agreement and the New Collateral Agreements are entered into as soon as possible after satisfaction of the Consent Conditions with respect to Resolution 1 (Comprehensive Resolution). The effectiveness of the New Security Trust and Guarantee Agreement and the New Collateral Agreements will, however, be subject to the Amendments being implemented and becoming effective.

The Issuer will procure that the Amendments are implemented by filing the Resolution 1 (including, for the avoidance of doubt, the Amendments) with Clearstream Banking AG, Frankfurt am Main, Germany (“CBF”) and procuring that the Resolution 1 (including, for the avoidance of doubt, the Amendments) is physically attached to the global note representing the Notes by CBF as soon as possible after (but not before) (i) satisfaction of the Consent Conditions and (ii) the satisfaction or (if applicable) waiver of the Requisite Conditions. The Amendments will become effective once Resolution 1 has been filed with CBF and attached to the global note representing the Notes in accordance with section 21 SchVG.

If the Amendments or any other item of the Resolutions become effective, these will be binding on all Holders of Notes issued and outstanding under the Conditions of Issue and their successors and transferees, whether or not such Holders consented to the Resolutions or participated in the Voting at all.

The Issuer will make a public announcement within three business days after the Amendments have become effective, confirming the Amendment Date.

F. Voting Procedures

I. Voting Period; Termination

Holders may cast their Votes through the Tabulation Agent acting as their proxy (Stellvertreter) or cast their Votes directly to the Scrutineer. The Voting Period will begin on 2 September 2024, 00:00 CET and end on 4 September 2024, 24:00 CET (end of day). The Issuer reserves the right, in its sole discretion, subject to applicable law and certain contractual restrictions, at any time prior to the beginning of the Voting Period, to terminate the Voting for any reason.

The Issuer will promptly disclose such termination in a public announcement.

Without limiting the manner in which the Issuer may choose to make a public announcement of any termination of the Voting, the Issuer shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely announcement to Holders and complying with any applicable notice provisions of the Conditions of Issue and the SchVG.

II. Procedures for Voting

In accordance with section 18 para. 4 SchVG in connection with section 10 para. 3 SchVG and the Conditions of Issue, participation in the Voting is subject to the Holder’s registration (the “Registration”) and the submission of evidence of the Holder’s beneficial or legal ownership of its Notes. In order to register for the Voting, Holders will need to follow the procedures set out below.

Registration with the Tabulation Agent

Holders wishing to cast their Vote via the Tabulation Agent need to register by no later than 24:00 CET (end of day) on 30 August 2024 (the “Registration Deadline”) and provide the following information via https:/​/​deals.is.kroll.com/​demire (the “Voting Platform”):

Upon completion of the registration process, the Voting Platform will generate an email to the Holder confirming that the registration was successfully completed and specifying a “Unique Identifier Reference”.

Registration with the Scrutineer

Holders wishing to directly vote to the Scrutineer need to send their registration in the German or English language to the Scrutineer and must submit the following documents in text form (as defined in Section 126b of the BGB, e.g. via mail, fax or email) to the Scrutineer by the Registration Deadline:

The contact details of the Scrutineer are set forth below under “Direct Voting to the Scrutineer”.

Providing the Special Confirmation and Blocking Note by the Registration Deadline implies registration.

A form of the Special Confirmation and Blocking Note can be downloaded under www.demire.ag/​bondholder-info. Use of the form of Special Confirmation and Blocking Note is not mandatory. However, Holders who fail to provide a proper Special Confirmation and Blocking Note by the Registration Deadline will not be eligible to vote.

No separate Special Confirmation and Blocking Note is required from Holders registering with and casting their Vote through the Tabulation Agent in accordance with the procedures set out below since a special confirmation and blocking note is part of the Consent Instruction.

General

In order to participate in the Voting, the completion of the registration process is necessary, regardless of whether the Holder wishes to vote via the Tabulation Agent or via the Scrutineer. Votes of Holders who fail to register with the Tabulation Agent or the Scrutineer, as applicable, by the Registration Deadline will be disregarded and will be of no effect.

Holders who have registered via the Voting Platform may cast their Votes through the Tabulation Agent acting as their proxy (Stellvertreter) by instructing the Tabulation Agent to vote in favor of or against each of the Resolutions or abstain from voting via the Voting Platform by no later than the Registration Deadline. 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.

In addition, Holders wishing to cast their votes via the Tabulation Agent must certify that they are:

(the “Certification as to Investor Status”).

Persons who certify that they are “none of (1) to (3) above” must provide the Tabulation Agent with their contact details (including telephone number and email address) as well as any other information reasonably requested by the Tabulation Agent in order to participate in the Voting through the Tabulation Agent.

In addition, a Holder must, by the Registration Deadline submit (or procure the submission of) an electronic voting instruction (including a special confirmation and blocking note) to Vote and to block the relevant Notes in CBF, Clearstream Banking, S.A. or Euroclear Bank S.A./​N.V., as applicable (each a “Clearing System”), given in such form as is specified by the relevant Clearing System from time to time (a “Consent Instruction”) to the relevant Clearing System and procure that the Tabulation Agent receives such Consent Instruction via the Clearing System, by the Registration Deadline.

Each Consent Instruction must contain the following information:

The Holder must also provide the Unique Identifier Reference as obtained from the Voting Platform to its Direct Participant, so that the Direct Participant can submit the Unique Identifier Reference to the Tabulation Agent as further described below under “-Further Details on Consent Instructions”.

By submitting a Consent Instruction, the Holder makes the representations and warranties set out in this Invitation to Vote. If the Holder has validly (i) registered on the Voting Platform and instructed the Tabulation Agent and (ii) submitted a Consent Instruction in due time before the Registration Deadline, the Tabulation Agent will cast the vote on behalf of the Holder as instructed in the Voting Instruction during the Voting Period.

Separate Consent Instructions must be submitted on behalf of each Holder.

Holders submitting Consent Instructions must also procure that the Clearing Systems block the Notes which are the subject of the Consent Instruction in accordance with the procedures set out in below in “-Procedures in respect of the Clearing System”.

Only Direct Participants may submit Consent Instructions to the Clearing System.

In case Holders wish to cast their vote via the Tabulation Agent, Holders need to provide a Consent Instruction prior to the Registration Deadline. Holders who fail to provide a Consent Instruction prior to the Registration Deadline will not be eligible to vote via the Tabulation Agent.

A Holder choosing to vote through the Tabulation Agent also authorises the Tabulation Agent to vote on a Countermotion (as defined in “Countermotions and Requests for Additional Resolution Items”) submitted by a Holder, (i) that is published by the Issuer in accordance with section 13 para. 4 SchVG no later than 24:00 CET (end of day) on 29 August 2024 and (ii) in respect of which the Issuer has announced its support, in accordance with the Holder’s voting instructions (yes, no or abstention) in relation to the Countermotion unless such Holder has amended or revoked its voting instruction as set forth in the second following paragraph. This means that the Tabulation Agent will cast the vote of a Holder, that has voted “yes” on the original Resolution with “yes” for such Countermotion and “no” for the original Resolution. If a Holder has instructed the Tabulation Agent to vote “no” or “abstention” in relation to the original Resolution the Tabulation Agent will cast such Holder’s vote on such Countermotion with “no” or “abstention”, as applicable, in relation to both the original Resolution and such Countermotion.

If a Countermotion is submitted that does not meet any of the requirements set out in the preceding paragraph, Holders will be given the option to vote either on the Issuer’s proposed Resolution or the Countermotion. Any Voting Instructions submitted in relation to the Issuer’s proposed Resolution prior to the filing of the Countermotion will remain valid unless revoked by the Holder and the Tabulation Agent will only cast a vote on behalf of a Holder if it has received an amended Voting Instruction as set forth in the following paragraph.

Holders may revoke or amend their Voting Instruction by sending a revocation or amendment to the Tabulation Agent at the contact details set forth in this Invitation to Vote (including via e-mail). Any such revocation or amendment of a previous Voting Instruction must be received (zugehen) by the Tabulation Agent prior to the start of the Voting Period.

Holders that are not Direct Participants

Each Holder that is not a Direct Participant must arrange for the Direct Participant through which it holds the Notes or for the nominee, custodian, intermediary or person acting in a similar capacity for the Holder through which it holds the Notes to arrange for their Direct Participant in the Clearing System to submit a Consent Instruction, as the case may be, on its behalf to the Clearing System prior to the deadline(s) specified by such Clearing System and so as to be received by the Tabulation Agent prior to the Registration Deadline. Holders that are not Direct Participants shall instruct their Custodian to submit a Consent Instruction in respect of the Resolutions, by submitting or arranging for the submission of a duly completed and valid Consent Instruction to the Clearing System in accordance with the requirements of the Clearing System.

Further Details on Consent Instructions

Receipt of such Consent Instruction by CBF from a Direct Participant will be acknowledged in accordance with the standard practices of CBF and will result in the blocking of the relevant Notes in the relevant Direct Participant’s account with CBF so that no transfers may be effected in relation to such Notes (see “-Procedures in respect of the Clearing System”).

In addition to the Consent Instruction to CBF, the Direct Participant must provide the Tabulation Agent with a detailed spreadsheet which includes the individual instructions from the underlying instructing Holders which include (i) the name of the Holder, (ii) the address of the Holder and (iii) the Unique Identifier Reference the Holder obtained from the Tabulation Agent when registering on the Voting Platform.

CBF will transmit the Consent Instructions received from Direct Participants, either acting for itself or on behalf of the Holders, electronically to the Tabulation Agent. Upon receipt of such electronic message from CBF, the Tabulation Agent will assess whether the Holder Details in such messages correspond to the Holder Details submitted by the Holder to the Tabulation Agent upon registration on the Voting Platform. If the Tabulation Agent, in its reasonable discretion, determines that the details correspond and that it is validly instructed to vote on behalf of the relevant Holder, the Tabulation Agent will cast the votes during the Voting Period on behalf of the Holder as instructed in the Voting Instruction in text form (as defined in Section 126b of the BGB, e.g. via mail, fax or email) to the Scrutineer.

Holders may submit, or procure the submission of, a Consent Instruction at any time prior to the Registration Deadline.

Holders are advised to check with any nominee, custodian, intermediary or person acting in a similar capacity for the Holder whether such nominee, custodian, intermediary or person acting in a similar capacity for the Holder would require receipt of instructions to participate in the Voting before the Registration Deadline. The deadlines set by the Clearing System for the submission of Consent Instructions may also be earlier than the relevant deadlines specified in this Invitation to Vote.

Procedures in respect of the Clearing System

A Holder will, upon submitting a Consent Instruction, or arranging for such Consent Instruction to be submitted by the Custodian, agree that its Notes (i) held in the relevant account of the relevant Custodian will be blocked from the date the relevant instruction is received by the Custodian and (ii) held in the relevant account in the Clearing System will be blocked from the date the relevant Consent Instruction is submitted, in each case until the earlier of (x) the date on which the relevant instruction and/​or Consent Instruction is validly revoked, (y) the date on which the Consent Solicitation is terminated, withdrawn or otherwise not consummated and (z) the expiry of the Voting Period.

By submission of a Consent Instruction each Holder procures that its Notes subject to a Consent Instruction will be blocked in the securities account to which they are credited in the Clearing System with effect as from, and including, the day on which the Consent Instruction is submitted, so that no transfers of such Notes may be effected at any time after such date until the earlier of (i) the date on which the relevant instruction and/​or Consent Instruction is validly revoked, (ii) the date on which the Consent Solicitation is terminated, withdrawn or otherwise not consummated and (iii) the expiry of the Voting Period. Such Notes should be blocked in accordance with the procedures of the Clearing System and the deadlines required by the Clearing System. The Tabulation Agent shall be entitled to treat the receipt of a Consent Instruction as a confirmation that such Notes have been so blocked. The Tabulation Agent may require the Clearing System to confirm in writing that such Notes have been blocked with effect as from the date of submission of the Consent Instruction. In the event that the Clearing System fails to provide such confirmation, the Tabulation Agent shall inform the Scrutineer, and the Scrutineer shall be entitled, but not obliged, to reject the Consent Instruction and if rejected, the Vote in respect thereof shall be treated as not having been made.

Direct Participants in CBF give authority to CBF to disclose their identity to the Tabulation Agent, the Scrutineer and their respective legal advisers upon submission of a Consent Instruction, and as long as such Consent Instruction has not been validly revoked in accordance with the terms herein prior to the provision of such details.

Additional Terms when voting through the Tabulation Agent

The following additional terms apply to all Holders who vote through the Tabulation Agent.

For the avoidance of doubt, these additional terms do not apply to Holders who cast their vote to the Scrutineer directly.

If the relevant Holder wishing to vote through the Tabulation Agent is unable to give any of the representations and warranties described above, such Holder should contact the Tabulation Agent.

For purposes of this section “Additional Terms when voting through the Tabulation Agent”:

“Sanctions Authority” refers to (i) the United States government, (ii) the United Nations, (iii) the European Union (or any of its member states), (iv) the United Kingdom or (v) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions, and the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the U S Department of the Treasury, the United States Department of State, the United States Department of Commerce and His Majesty’s Treasury; and

“Sanctioned Person” refers to a person or entity (a “Person”) (i) that is organised or resident in a country or territory which is the target of comprehensive country sanctions administered or enforced by any Sanctions Authority, (ii) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (a) the most current “Specially Designated Nationals and Blocked Persons” list (which as of the date hereof can be found at: https:/​/​www.treasury.gov/​ofac/​downloads/​sdnlist.pdf) or (b) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http:/​/​www.treasury.gov/​ofac/​downloads/​fse/​fselist.pdf) or (c) the most current “Consolidated list of persons, groups and entities subject to EU financial sanctions” (which as of the date hereof can be found at: https:/​/​data.europa.eu/​data/​datasets/​consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en) or (iii) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (a) the most current “Sectoral Sanctions Identifications” list (which as of the date hereof can be found at: https:/​/​www.treasury.gov/​ofac/​downloads/​ssi/​ssilist.pdf) (the “SSI List”), (b) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/​2014, as amended (the “EU Annexes”), or (c) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes.

While Holders are encouraged (but not required) to cast Votes through the Voting Platform, each Holder may alternatively cast votes directly to the Scrutineer, either by acting as principal on its own behalf or by appointing a proxy (Stellvertreter), voting agent or other agent (other than the Tabulation Agent). A registration with the Scrutineer by no later than the Registration Deadline however is also necessary in this case (see above under “1. Registration”).

Holders may cast their Votes by sending a document in text form (as defined in Section 126b of the German Civil Code (Bürgerliches Gesetzbuch), e.g. via mail, fax or email), in the German or English language, setting out the Holder Details and the vote in favour or against each of the Resolutions or the abstaining vote (the “Voting Form”) during the Voting Period in text form in the German or English language to the following address of the Scrutineer:

The Voting Form must be received (zugehen) by the Scrutineer within the Voting Period.

Holders are requested to use the standard form for voting document which can be downloaded under www.demire.ag/​bondholder-info. However, use of the standard form of voting document is not required to participate in the Voting.

In addition, Holders 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 “Qualified Institutional Buyer” (“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 Scrutineer with their contact details (including telephone number and email address) as well as any other information reasonably requested by the Scrutineer.

For the avoidance of doubt, Holders who cast their votes directly to the Scrutineer are not bound by the additional terms as set out under “ Additional Terms when voting through the Tabulation Agent ”.

Votes which are received by the Scrutineer prior to the beginning of or after the expiry of the Voting Period will be disregarded and will be of no effect.

The following additional terms apply to all Holders, regardless of whether they vote through the Tabulation Agent or cast their vote to the Scrutineer directly:

Votes, Voting Instructions and Consent Instructions may only be submitted in relation to the specified denomination of the Notes, being €100,000 (the “Specified Denomination”) and integral multiples thereof. Each Note in the Specified Denomination will carry one vote.

When voting directly to the Scrutineer, each Holder may be represented by a proxy (Stellvertreter), voting agent or other agent. The power of attorney and any instructions given to the proxy (Stellvertreter) by the principal must be in text form (as defined in Section 126b of the BGB, e.g. via mail, fax or email). A form of a power of attorney can be downloaded under www.demire.ag/​bondholder-info. However, use of the form of power of attorney is not required to participate in the Voting. The Scrutineer must receive (zugehen) the power of attorney by no later than the end of the Voting Period by submitting the power of attorney in text form (as defined in Section 126b of the BGB, e.g. via mail, fax or email). To the extent applicable, the power of representation of the person issuing the power of attorney shall also be received by the Scrutineer by no later than the end of the Voting Period. Votes cast by a proxy (Stellvertreter), voting agent or other agent (other than the Tabulation Agent) on behalf of a Holder without submitting a power of attorney by the end of the Voting Period may not be considered by the Scrutineer.

If Holders are represented by legal representatives (e.g. a child by its parents, a ward by its guardian) or by an official administrator (e.g., an insolvent debtor by its insolvency administrator), the legal representative or the official administrator are requested to prove their 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.

Holders that are corporations, partnerships or other legal entities under German law (e.g. a stock corporation (Aktiengesellschaft), a stock corporation limited by shares (KGaA), a Societas Europaea, a limited liability company (GmbH), a limited partnership (Kommanditgesellschaft), a general partnership (Offene Handelsgesellschaft), an entrepreneurial company (Unternehmergesellschaft) or a partnership under the Civil Code (Gesellschaft bürgerlichen Rechts)) or under foreign law (e.g. a limited company under English law) are requested to prove the power of representation of their legal representatives and authorised signatories by the end of the Voting Period, in addition to providing proof of the qualification as Holder of Notes of the entity or partnership they represent. This may be done by submitting a current excerpt from the relevant register (e.g. commercial register (Handelsregister), register of associations (Vereinsregister)) or by means of another, equivalent certification (e.g. certificate of incumbency, secretary certificate). Such proof of power of representation is not a condition for participating in the Voting.

All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance of a Vote will be determined by the Scrutineer, which determination shall be final and binding subject to applicable law.

Any Voting Forms received by the Scrutineer may generally not be revoked by Holders after the beginning of the Voting Period. A revocation of a cast Vote after receipt shall only be considered if there is good cause after the beginning of the Voting Period.

III. Countermotions and Requests for Additional Resolution Items

Each Holder is entitled to submit own resolution proposals regarding the resolution items to be voted on pursuant to this Invitation to Vote (the “Countermotions”). Any Countermotion submitted by a Holder prior to the beginning of the Voting Period will promptly be made available by the Issuer on its website (www.demire.ag) under www.demire.ag/​bondholder-info to all Holders up to the end of the Voting Period.

In addition, one or more Holders holding together not less than 5% of the outstanding aggregate principal amount of the Notes may request that new items are published for resolution (the “Requests for Additional Resolution Items”).

Requests for Additional Resolution Items shall be submitted to the Scrutineer via post, facsimile or email at the contact details set forth above under “Direct Voting to the Scrutineer” prior to the commencement of the Voting Period. Requests for Additional Resolution Items should be submitted in a timely manner in accordance with the provisions of the SchVG in order to ensure that they are received by the Issuer so they can be published by the Issuer in the Federal Gazette (Bundesanzeiger) and delivered to the Clearing System for communication to the Holders in accordance with the Conditions of Issue no later than the third day before the start of the Voting Period, i.e. no later than 30 August 2024. Accordingly, Requests for Additional Resolution Items need to be received no later than 12:00 (noon) (CET) on 27 August 2024.

Countermotions and Requests for Additional Resolution Items should be accompanied by a Special Confirmation evidencing the status as Holder and (in the case of a Request for Additional Resolution Items) the 5% quorum.

IV. Voting Fees

No voting fee, participation fee, consent fee or similar fee or consideration will be paid to Holders in connection with the Voting (this shall not affect, for the avoidance of doubt, the Prepayment).

V. Tabulation Agent

The Issuer has retained Kroll Issuer Services Limited to act as Tabulation Agent in connection with the Voting.

The Tabulation Agent will answer questions from Holders in respect of the Registration, Voting Instructions and Consent Instructions. Questions may be directed to the Tabulation Agent at the following contact details:

Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Paul Kamminga /​ Illia Vyshenskyi
E-mail: demire@is.kroll.com
https:/​/​deals.is.kroll.com/​demire

The Tabulation Agent may contact Holders regarding the Consent Solicitation, the Registration and the Voting, and may, subject to the terms of this Invitation to Vote, request brokerage houses, custodians, nominees, fiduciaries and others to forward this Invitation to Vote, any notice in relation thereto and related materials to Holders. On 4 June 2024, the Issuer entered into an engagement letter with the Tabulation Agent, which contains certain provisions regarding payment of fees, expense reimbursement and indemnity arrangements relating to the Voting.

VI. Scrutineer

The Issuer has appointed the notary public Dr. Christiane Mühe, Taunusanlage 17, 60325 Frankfurt am Main, Federal Republic of Germany, to act as Scrutineer in connection with the Voting.

The Scrutineer will conduct the Voting. The Scrutineer will determine each Holder’s entitlement to vote on the basis of evidence presented and prepare a register of the Holders entitled to vote. The Scrutineer will also take minutes of the Voting. The Scrutineer will receive a statutory fee for its services.

The contact details of the Scrutineer are set forth above under “Direct Voting to the Scrutineer”.

VII. Expenses of the Voting

The Issuer will bear the costs of the Voting and pay all fees and expenses in connection with the Voting, except for any fees and expenses incurred by any individual Holder in connection with the Voting.

VIII. Requests for Assistance

Requests for assistance in completing and delivering Votes or any documents related to the Voting and requests for additional copies of this Invitation to Vote and other relevant documents may be directed to the Tabulation Agent at its contact details set forth above. Holders may also contact their broker, dealer, commercial bank, custodian, trust company or other nominee for assistance concerning the Voting.

G. Available Information

From the date of this Invitation to Vote until the end of the Voting Period, the following documents will be accessible to Holders on the Voting Platform and on the Issuer’s website at www.demire.ag/​bondholder-info:

The Tabulation Agent will also furnish without charge to each Holder who has provided a Certification as to Investor Status additional copies of the documents listed above. Requests for such documents should be directed to the Tabulation Agent at its contact details set forth above under “Tabulation Agent”.

Annex 1-New Security Trust and Guarantee Agreement

Dated [_​_​] 2024

between

DEMIRE DEUTSCHE MITTELSTAND REAL ESTATE AG
as Company and Issuer

[GLAS _​_​_​_​_​_​_​_​_​_​ GMBH]
as Security Agent

and others

SECURITY TRUST AND GUARANTEE AGREEMENT

HENGELER MUELLER

TABLE OF CONTENTS

Clause

This SECURITY TRUST AND GUARANTEE AGREEMENT¹(the „Agreement„) is made on _​_​_​_​ 2024

BETWEEN:

WHEREAS:

NOW, THEREFORE, the Parties hereby agree as follows:

¹ NTD: Any shareholder loan provided by Apollo to be deeply subordinated (qualifizierter Nachrang) in the shareholder loan agreement for the benefit of the Secured Party with an ability /​consent right of the Security Agent to agree to any amendments.

² NTD: To cover pledges over GP interests in each LuxCo, pledges over the shares in each GP (S.á r.l.) and minority shares the Issuer will hold after the completion of the restructuring.

SCHEDULE 1
OTHER PARTIES

Part I – The Guarantors

[Subject to final LuxCo structure and collateral package.]

³ Lux TopCo and Lux InterCos to be established in the form of an scsp.

⁴ GP to be established in the form of an S.á r.l.

Part II – The Security Grantors

[Subject to final LuxCo structure and collateral package.]

SCHEDULE 2
KEY DOCUMENTS LIST⁵

⁵ In each case, the original document as well as electronic copies should be transferred into the possession of the asset management SPV.

[Further Schedules to Be Added as Needed]

SIGNATURE PAGES

[_​_​_​_​_​_​]

Annex 2-Form of Amended Conditions of Issue

TERMS AND CONDITIONS OF THE NOTES

§ 1
CURRENCY, DENOMINATION, FORM, CERTAIN DEFINITIONS

§ 2
STATUS[; GUARANTEE; COLLATERAL]

§ 3
COLLATERAL AND ASSET-RELATED UNDERTAKINGS;
USE OF BALANCE SHEET CASH; UNDERTAKING TO MARKET

§ [ 3 ][ 4 ]
NEGATIVE PLEDGE

§[4][5] INTEREST[; EXTENSION FEE]

¹⁶ The default rate of interest established by statutory law is five percentage points above the base rate of interest published by Deutsche Bundesbank from time to time, sections 288 [paragraph][(]1[)], 247 [paragraph][(]1[ of the German Civil Code (Bürgerliches Gesetzbuch)] [) BGB].

§[5][6] PAYMENTS

§[6][7] REDEMPTION

§[7][8] AGENTS

§[8][9] TAXATION

§[9][10]
PRESENTATION PERIOD, PRESCRIPTION

The presentation period provided for in section 801 paragraph 1, sentence 1 German Civil Code is reduced to ten years for the Notes. The period of limitation for claims under the Notes presented during the period for presentation will be two years calculated from the expiration of the relevant presentation period.

§[10][11] EVENTS OF DEFAULT

§[11][12]
COVENANTS

[§ 12
MERGER, CONSOLIDATION OR SALE OF ASSETS

§ 13
FURTHER ISSUES, PURCHASES AND CANCELLATION

§ 14
AMENDMENTS OF THE TERMS AND CONDITIONS BY RESOLUTIONS OF HOLDERS, JOINT REPRESENTATIVE

§ 15
NOTICES

§ 16
DEFINITIONS

[„2025 Extension Fee“ has the meaning assigned to such term in § 5(3)(a)(i).]

[„2025 Bond Reduction Amount“ has the meaning assigned to such term in § 5(3)(a)(i).]

[„2026 Extension Fee “ has the meaning assigned to such term in § 5(3)(a)(ii).]

[„2026 Bond Reduction Amount“ has the meaning assigned to such term in § 5(3)(a)(ii).]

[„Account Pledge Agreement“ has the meaning assigned to such term in § 2(3)(a).]

[„Action“ has the meaning assigned to such term in § 14(5)(c).]

„Additional Amounts“ has the meaning assigned to such term in § [8][9](2).

[„Additional Guarantors“ means each entity listed in Annex 2 (Additional Guarantors).]

[„Additional Pledged Companies“ means each entity listed in Annex 3 (Additional Pledged Companies), and including the PropCo Holdings.]

„Affiliate“ shall mean any affiliated company within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz).

[„Affiliate Real Estate Transaction“ has the meaning assigned to such term in § 12(5)(a).]

„Affiliate Transaction“ has the meaning assigned to such term in § [11][12](5).

[„Amendment Date“ has the meaning assigned to such term in § 1(1).]

[„Apollo“ means Apollo Global Management, Inc. or funds or separate accounts (incl. in each case their subsidiaries) controlled, managed or advised by Apollo Global Management, Inc. or its subsidiaries.]

[„Apollo Transaction Costs“ has the meaning assigned to such term in § 12(3).]

„Asset Sale“ means:

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

[„ Asset Sale Offer “ has the meaning assigned to such term in § 11(4).]

[„best efforts basis“ has the meaning assigned to such term in § 3(4).]

[„Bund Rate“ has the meaning assigned to such term in § 6(4).]

[„BGB“ means the German Civil Code (Bürgerliches Gesetzbuch).]

„Business Day“ has the meaning assigned to such term in § [5][6](4).

[„ Calculation Agent “ has the meaning assigned to such term in § 6(4).]

„Call Redemption Amount“ has the meaning assigned to such term in § [6(4)][7(3)].

[„ Call Redemption Date “ has the meaning assigned to such term in § 6(4).]

[„Carry Forward Amount” has the meaning assigned to such term in § 5(3)(a).]

[„ Capital Market Indebtedness “ means any present or future obligation for the payment of borrowed money (including obligations by reason of any guarantee or other liability agreement for such obligations of third parties) which is in the form of, or represented by, bonds or notes which are capable of being quoted, listed, dealt in or traded on a stock exchange (for the avoidance of doubt: Schuldschein loans/​promissory notes shall be no Capital Market Indebtedness).]

[„Cash Reserves“ means any cash on bank accounts of a member of the Group which is:

„CBF“ has the meaning assigned to such term in § 1[(3)][(1)].

„Change of Control“ has the meaning assigned to such term in § [6(5)][7(4)](a).

„Change of Control Period“ has the meaning assigned to such term in § [6(5)][7(4)](a).

„Clearing System“ has the meaning assigned to such term in § 1(3).

[„CoC Waivers“ has the meaning assigned to such term in § 3(1).]

„Code“ has the meaning assigned to such term in § [8(3)][9(3)].

[„Collateral“ has the meaning assigned to such term in § 2(3)(a).]

„Consolidated EBITDA“ means Consolidated Net Income of the Issuer for such period plus the following to the extent deducted in calculating such Consolidated Net Income, without duplication:

in each case, on a consolidated basis [excluding any members of the Limes Sub-Group] and determined in accordance with IFRS.

„Consolidated Financial Statements“ means, with respect to any Person, the consolidated financial statements and notes to those financial statements and the group management report of that Person and its subsidiaries prepared in accordance with IFRS as well as consolidated interim financial statements and quarterly statements (as of the relevant date).

„Consolidated Net Financial Indebtedness“ means the Financial Indebtedness of the Issuer and [its Subsidiaries][the members of the Group], on a consolidated basis in accordance with IFRS less [cash and cash equivalents (whether or not shown under ]“cash and cash equivalents” [(as shown][or any other balance sheet items] in the Consolidated Financial Statements of the Issuer [and including any restricted cash]).

„Consolidated Net Income“ means the aggregate of the net income/​(loss) of the Issuer on a consolidated basis [excluding any members of the Limes Sub-Group], determined in accordance with IFRS; provided that:

„Custodian“ has the meaning assigned to such term in § 17(4).

[ „Designated Non-Cash Consideration“ means the fair market value of non-cash consideration received by the Issuer or one of its Subsidiaries in connection with an Asset Sale that is so designated as “Designated Non-Cash Consideration” pursuant to a resolution of the management board of the Issuer, setting forth the basis of such valuation, less the amount of cash or cash equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.]

[„Deferred Entities“ means the entities listed in Annex 7 (Deferred Entities).]

[„Deferred Entities Transfer“ has the meaning assigned to such term in § 3(1).]

[„DEMIRE XII Sub-Group“ has the meaning assigned to such term in § 12(13)(b).]

[„DEMIRE XII Trigger Event“ means DEMIRE Holding XII GmbH entering into (preliminary) insolvency proceedings (upon a filing by the debtor or the institution of (preliminary) insolvency proceedings) or liquidation proceedings (whether on a solvent or insolvent basis), including the competent court rejecting the institution of insolvency proceedings over DEMIRE Holding XII GmbH pursuant to lack of assets (Abweisung mangels Masse).]

[„Earmarked Amount“ has the meaning assigned to such term in § 3(3).]

[„European Insolvency Regulation“ means Regulation (EU) 2015/​848 of 20 May 2015 on insolvency proceedings (recast).]

„Event of Default“ has the meaning assigned to such term in § [10][11](1).

[„ Excess Proceeds “ has the meaning assigned to such term in § 11(4).]

[„Extension Fee“ has the meaning assigned to such term in § 5(2).]

„FATCA Withholding“ has the meaning assigned to such term in § [8(3)][9(3)].

„Final Redemption Amount“ has the meaning assigned to such term in § [6][7](1).

„Financial Indebtedness“ means (without duplication) any indebtedness (excluding any indebtedness owed to another member of the Group) for or in respect of:

in each case only if and to the extent such item has to be recorded as a liability on the Issuer’s consolidated balance sheet in accordance with IFRS and excluding any Subordinated Shareholder Debt.

[„Fitch“ has the meaning assigned to such term in § 7(4)(a).]

„FVR-AG“ means Fair Value REIT-AG and its successors.

[„FVR-Group“ means FVR-AG and any of its direct and indirect Subsidiaries.]

[„FVR-KGs“ means the limited partnerships listed in Part III of Annex 3 (Additional Pledged Companies).]

[„FVR-LuxCos“ has the meaning assigned to such term in § 3(1).]

„Global Note“ has the meaning assigned to such term in § 1(2).

„Group“ means the Issuer together with its Subsidiaries[, except any members of the Limes Sub-Group].

[„Guarantee(s)“ has the meaning assigned to such term in § 2(2)(a).]

[„Guarantor(s)“ has the meaning assigned to such term in. § 2(2)(a) (and, following the accession to the Security Trust Agreement in accordance with § 3(1), shall also mean the FVR-LuxCos).]

„Hedging Obligations“ means with respect to any specified Person, the obligations of such Person under:

„Holder“ has the meaning assigned to such term in § 1(4).

„Holders’ Representative“ has the meaning assigned to such term in § 14(5)[(a)].

[„Holders’ Representative Reporting Date“ has the meaning assigned to such term in § 14(5)(l).]

[„Holding Company Activities“ has the meaning assigned to such term in § 12(9)(b).]

„IFRS“ means the International Financial Reporting Standards, as adopted by the European Union, as in effect from time to time.

„Incur“ means, with respect to any Financial Indebtedness or other obligation of any Person, to create, assume, guarantee or otherwise become liable in respect of such Financial Indebtedness or other obligation, and incurrence and incurred have the meanings correlative to the foregoing whereby Financial Indebtedness shall only be incurred at the time any funds are disbursed and amounts drawn and deposited into escrow accounts shall not be deemed incurred until such proceeds are withdrawn from such escrow account.

[„ Interest Commencement Date “ has the meaning assigned to such term in § 4(1).]

[„Interest Coverage Ratio“ has the meaning assigned to such term in § 12(2).]

„Interest Payment Date“ has the meaning assigned to such term in § [4][5](1).

[„ Interest Period “ has the meaning assigned to such term in § 4(3).]

„Investment Grade Rating“ shall occur when the Notes or the Issuer are rated „Baa3“ or better by Moody’s [, „BBB-„ or better by S&P] and „BBB-“ or better by [S&P][Fitch], as applicable (or [, if either such entity ceases to rate the Notes and the Issuer,] the equivalent investment grade credit rating from any other rating agency of equivalent international standing specified from time to time by the Issuer).

„Investment Grade Status Commencement Date“ means any date following the [Issue][Amendment] Date on which the Notes or the Issuer have achieved an Investment Grade Rating and no Event of Default is continuing until the Investment Grade Status End Date.

„Investment Grade Status End Date“ means any date on which the Notes and the Issuer cease to have an Investment Grade Rating.

[„Issue Date“][„Issuer„] has the meaning assigned to such term in § 1(1).

[„Issuer“][„Issue Date„] has the meaning assigned to such term in § 1(1).

„Lien“ means any lien, mortgage, trust deed, deed of trust, deed, pledge, security interest, assignment for collateral purposes, deposit arrangement, or other security agreement, excluding any right of set-off but including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and any other like agreement granting or conveying a security interest in rem to a Person that is not a member of the Group, in each case to secure outstanding Financial Indebtedness, but in each case excluding

[„ Loan-to-Value Ratio “ has the meaning assigned to such term in § 11(1)(a).]

[„Limes Excess Claim“ has the meaning given to that term in § 12(15)(c).]

[„Limes PropCo“ means the entities listed in Annex 8 (Limes PropCos) below.]

[„Limes Sub-Group“ means, collectively, (i) the Limes PropCos and (ii) any other person in respect of which a Limes PropCo is a direct or indirect Subsidiary or Participation (other than the Issuer or any direct or indirect Subsidiary or Participation of LuxTopCo),(iii) any other Subsidiary or Participation of a person referred to in (i) and (ii), except for DEMIRE Betriebsvorrichtungen Nr. 2 GmbH or Cielo BVO GmbH, and (iv) DEMIRE Holding XII GmbH (regardless of whether at the relevant time a Limes PropCo is a direct or indirect Subsidiary or Participation of it).]

[„Limes Transaction“ has the meaning given to that term in § 12(15)(c).]

[„Liquidity Event“ has the meaning given to that term in § 12(15)(c).]

[„LuxInterCo 1“ means an entity established in the legal form of a Luxembourg special limited partnership (société en commandite spéciale) which has its centre of main interest (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg and of which LuxInterCo GP 1 is the sole general partner of LuxInterCo 1 with a nominal interest equal to 0.01% and the remaining interest (i.e. 99.99%) is directly held by LuxTopCo.]

[„LuxInterCo 2“ means an entity established in the legal form of a Luxembourg special limited partnership (société en commandite spéciale) which has its centre of main interest (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg and of which LuxInterCo GP 2 is the sole general partner of LuxInterCo 2 with a nominal interest equal to 0.01% and the remaining interest (i.e. 99.99%) is directly held by LuxTopCo.]

[„LuxInterCo 3“ means an entity established in the legal form of a Luxembourg special limited partnership (société en commandite spéciale) which has its centre of main interest (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg and of which LuxInterCo GP 3 is the sole general partner of LuxInterCo 3 with a nominal interest equal to 0.01% and the remaining interest (i.e. 99.99%) is directly held by LuxTopCo.]

[„LuxInterCo 4“ means an entity established in the legal form of a Luxembourg special limited partnership (société en commandite spéciale) which has its centre of main interest (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg and of which LuxInterCo GP 4 is the sole general partner of LuxInterCo 4 with a nominal interest equal to 0.01% and the remaining interest (i.e. 99.99%) is directly held by LuxTopCo.]

[„LuxInterCo 5“ means an entity established in the legal form of a Luxembourg special limited partnership (société en commandite spéciale) which has its centre of main interest (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg and of which LuxInterCo GP 5 is the sole general partner of LuxInterCo 5 with a nominal interest equal to 0.01% and the remaining interest (i.e. 99.99%) is directly held by LuxTopCo.]

[„LuxInterCos“ means, collectively, LuxInterCo 1 and LuxInterCo 5, and „LuxInterCo“ means each of them (and, following the accession to the Security Trust Agreement in accordance with § 3(1), „LuxInterCos“ shall also mean LuxInterCo 2, LuxInterCo 3 and LuxInterCo 4, and „LuxInterCo“ shall also mean each one of them).]

[„LuxInterCo GP 1″means an entity incorporated in the legal form of a Luxembourg limited liability company (société à responsabilité limitée) which has its centre of main interest (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg and is a wholly-owned direct Subsidiary of LuxTopCo.]

[„LuxInterCo GP 2″means an entity incorporated in the legal form of a Luxembourg limited liability company (société à responsabilité limitée) which has its centre of main interest (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg and is a wholly-owned direct Subsidiary of LuxTopCo.]

[„LuxInterCo GP 3″means an entity incorporated in the legal form of a Luxembourg limited liability company (société à responsabilité limitée) which has its centre of main interest (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg and is a wholly-owned direct Subsidiary of LuxTopCo.]

[„LuxInterCo GP 4″means an entity incorporated in the legal form of a Luxembourg limited liability company (société à responsabilité limitée) which has its centre of main interest (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg and is a wholly-owned direct Subsidiary of LuxTopCo.]

[„LuxInterCo GP 5″means an entity incorporated in the legal form of a Luxembourg limited liability company (société à responsabilité limitée) which has its centre of main interest (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg and is a wholly-owned direct Subsidiary of LuxTopCo.]

[„LuxInterCo GPs“ means, collectively, LuxInterCo GP 1 and LuxInterCo GP 5, and „LuxInterCo GP“ means each of them (and, following the accession to the Security Trust Agreement in accordance with § 3(1), „LuxInterCo GPs“ shall also mean LuxInterCo GP 2, LuxInterCo GP 3 and LuxInterCo GP 4, and „LuxInterCo GP“ shall also mean each one of them).]

[„LuxTopCo“ means an entity incorporated in the legal form of a Luxembourg special limited partnership (société en commandite spéciale) which has its centre of main interest (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg and of which LuxTopCo GP is the sole general partner with a nominal interest equal to 0.01% and the remaining interest (i.e. 99.99%) is directly held by the Issuer.]

[„LuxTopCo GP“ means an entity incorporated in the legal form of a Luxembourg limited liability company (société à responsabilité limitée) which has its centre of main interest (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg and is a wholly-owned direct Subsidiary of the Issuer.]

[„ Make-Whole Amount “ has the meaning assigned to such term in § 6(4).]

[„Majority Holder Instruction“ has the meaning assigned to such term in § 14(5)(c).]

[„Material Group Member“ means any member of the Group other than the Issuer, in which the Issuer holds a stake (directly or indirectly) of at least 75% from time to time that accounted for an attributable pro-rata net asset value (defined as book value of its assets minus the book value of any financial indebtedness) of at least EUR 15,000,000.00, in the most recently published audited Consolidated Financial Statements of the Issuer.]

[„ Market Capitalization “ means an amount equal to (a) the total number of issued and outstanding shares of common stock or common equity interests of the Issuer on the date of resolution of the relevant dividend, multiplied by (b) the arithmetic mean of the closing prices per share of such common stock or common equity interests for the 30 consecutive trading days immediately preceding the date of resolution on such dividend.]

[„ Material Subsidiary “ means any Subsidiary of the Issuer whose total assets are at least equal to 5 per cent. of the Total Assets.]

„Maturity Date“ has the meaning assigned to such term in § [6][7](1).

[„Moody’s“ has the meaning assigned to such term in § 7(4)(a).]

[„MTO Waivers“ has the meaning assigned to such term in § 3(1).]

„Net Cash Interest“ means all interest and other financing charges accrued, payable in cash to Persons who are not members of the Group less the amount of any interest and other financing charges accrued to be received by members of the Group from Persons who are not members of the Group, in each case, excluding any one-off financing charges (including without limitation, any one-off fees [and/​or break costs)][, break costs and/​or the Extension Fee (if any), as applicable) and any interest accruing on any Subordinated Shareholder Debt].

„Net Financial Indebtedness“ means the nominal amount of Financial Indebtedness incurred [by the Issuer and any other member of the Group] minus the nominal amount of Financial Indebtedness repaid (since the relevant Reporting Date) [by the Issuer and any other member of the Group].

[„ New Secured Financial Indebtedness “ means the amount of Secured Financial Indebtedness incurred minus the amount of Secured Financial Indebtedness repaid (each as determined in accordance with IFRS).]

[„Net LTV Ratio“ has the meaning assigned to such term in § 12(1).]

„Notes“ has the meaning assigned to such term in § 1(1).

[„Notes Documents“ means these Terms and Conditions, the Security Trust Agreement (including, the Guarantees), the Security Documents and other document designated as such by the Issuer and the Holders‘ Representative.]

[„Participation“ means any entity in which the Issuer, directly or indirectly, holds 50 per cent. or less of the voting capital.]

„Paying Agent“ has the meaning assigned to such term in § [7][8](1).

[„ Permitted Business “ means (a) any businesses in activities engaged in by the Issuer or any of its Subsidiaries on the Issue Date or (b) any businesses that are related, complementary, incidental, ancillary or similar to the foregoing or are reasonable extensions or developments of any thereof in the European Union.]

[„Permitted Acquisition Properties“ has the meaning assigned to such term in § 12(7).]

[„ Permitted Refinancing Indebtedness “ has the meaning assigned to such term in § 11(1).]

[„Permitted Holders“ means Wecken & Cie., members of the Wecken family, and any company controlled by members of the Wecken family and Apollo Global Management, Inc. and funds and separate accounts (incl. in each case their subsidiaries) controlled, managed or advised by Apollo Global Management, Inc. or its subsidiaries (but excluding any portfolio companies), and in each case excluding the Issuer and its Subsidiaries.]

[„Permitted Holder Investment“ has the meaning given to that term in § 12(15)(c).]

„Person“ means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government (or any agency or political subdivision thereof) or any other entity.

[„ Project Financing “ means any financing of all or part of the costs of a project, provided that (i) any Lien or other security interest created by the Issuer or any other member of the Group in connection therewith is limited solely to such assets or the share capital of a project finance company relating to that project, and (ii) the documentation in respect of such financing provides for recourse to be limited to the assets financed and the revenues (including insurance proceeds) derived from such assets as the principal source of repayment for the money borrowed.]

[„Pledged Account“ has the meaning assigned to such term in § 2(3).]

[„Prevailing Book Value“ has the meaning assigned to such term in § 3(4).]

[„PropCo Holdings“ means, collectively, the entities listed Part I ( PropCo Holdings ) of Annex 3 ( Additional Pledged Companies ), and „PropCo Holding“ means each of them.]

„Put Date“ has the meaning assigned to such term in § [6(5)][7(4)](c).

„Put Event“ has the meaning assigned to such term in § [6(5)][7(4)](a).

„Put Event Notice“ has the meaning assigned to such term in § [6(5)][7(4)](b).

„Put Notice“ has the meaning assigned to such term in § [6(5)][7(4)](c).

„Put Option“ has the meaning assigned to such term in § [6(5)][7(4)](a).

„Put Period“ has the meaning assigned to such term in § [6(5)][7(4)](a).

„Put Redemption Amount“ has the meaning assigned to such term in § [6(5)][7(4)](a).

„Qualified Majority“ has the meaning assigned to such term in § 14(2).

„Rating Agency“ has the meaning assigned to such term in § [6(5)][7(4)](a).

„Rating Downgrade“ has the meaning assigned to such term in § [6(5)][7(4)](a).

„Real Estate Property“ means (without duplication) the real estate property of the Issuer and the [Subsidiaries][other members of the Group] that is recognized as of the immediately preceding Reporting Date for which Consolidated Financial Statements of the Issuer have been published, or is required to be recognized in accordance with IFRS since the immediately preceding Reporting Date for which Consolidated Financial Statements of the Issuer have been published, in the item “investment properties” of the Consolidated Financial Statements of the Issuer.