Accentro Real Estate AG

Berlin

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.

3.625% Senior Notes due 2023

ISIN: DE000A254YS5 /​ WKN A254YS

Invitation to Vote without Meeting

by

Accentro Real Estate AG,

a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its seat in Berlin, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Charlottenburg under HRB 103691 B with its business address at Kantstraße 44/​45, 10625 Berlin, Germany (the “Issuer”)

regarding the

€250,000,000 3.625% Senior Notes due 2023

ISIN: DE000A254YS5 /​ WKN A254YS

(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 5 January 2023, 00:00 CET and
ending on 9 January 2023, 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”).

Important Notice

Unless otherwise defined herein, terms used and defined in the Conditions of Issue 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 5 January 2023, 00:00 CET and end on 9 January 2023, 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.

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 resolution sought by the Issuer in the Voting or abstain from voting (the “Voting Instruction”).

Holders wishing to cast their vote via the Tabulation Agent need to register (the “Registration”) under https:/​/​deals.is.kroll.com/​accentro (the “Voting Platform”) by no later than 11:59 p.m. CET on 4 January 2023 (the “Registration Deadline”). Registration is however not a prerequisite for participating in the Voting. 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.

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 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 (in addition to a timely registration). 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

This section “Background” has been included in this Invitation to Vote voluntarily by the Issuer to outline the background for the Voting and the proposed resolution. 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” contains all information that is necessary or appropriate for passing the proposed resolution sought by the Issuer. Holders must rely on their own examination of the Issuer, the terms of the Invitation to Vote and the proposed resolution 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 resolution sought as well as the Voting.

In addition to this Invitation to Vote, the Issuer has prepared a non-binding consent solicitation statement dated on or about 21 December 2022 (the “ Consent Solicitation Statement ”). Copies of the Consent Solicitation Statement are available on the Issuer’s website under https:/​/​investors.accentro.de/​en/​bondholdermeeting and from the Tabulation Agent at https:/​/​deals.is.kroll.com/​accentro or under accentro@is.kroll.com.

Certain statements in this section “Background” 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, ACCENTRO Real Estate AG (“ACCENTRO” and, together with its consolidated subsidiaries, the “ACCENTRO Group”), is a listed property company focusing on residential real estate located in Germany and mostly Berlin. In addition to Berlin, regional focal points include eastern German cities and conurbations, as well as the Rhine-Ruhr metropolitan region. ACCENTRO has in excess of 13,000 retail and institutional customers and, between 2009 and 30 September 2022, sold more than 18,000 units with a combined value of over €2.0 billion. As of 30 September 2022, its real estate portfolio comprised a total of 5,247 assets, covering the entire spectrum from affordable subsidised housing to high-end apartment communities.

The ongoing COVID-19 pandemic, disrupted supply chains, rising prices and the war in Ukraine notably impacted the performance of the German economy in the first half of 2022. The Federal Statistical Office expects the inflation rate in Germany for November 2022 to remain high at +10.0% (as compared to 10.4% in October 2022), primarily in response to rising energy and food prices. In the German real estate market, the first half of 2022 was characterised by at times significant uncertainty, particularly due to the rapid rise in mortgage interest rates and adjustments to the funding available from the KfW development bank for enhancing the energy efficiency of developments. Severe supply bottlenecks and price hikes for energy and metals caused by the war in Ukraine have resulted in a major increases in construction costs while, according to figures released by Germany’s savings banks, the cost of financing construction projects has nearly quadrupled, causing real estate financing to become considerably more expensive as a result. These developments contributed to a significant slowdown in ACCENTRO’s business, and in particular the trading and privatisation business, over the course of 2022. In November 2022, ACCENTRO announced an adjustment to its forecast for the 2022 financial year. The adjusted forecast provides for consolidated revenues of €160 million to €170 million and consolidated earnings before interest and tax in the amount of €8 million to €10 million.

This economic uncertainty combined with a significant increase of interest rates caused volatility in the capital markets and had a negative impact on the trading price of the Notes. In the case of the Issuer, these effects were further amplified by a general negative sentiment towards issuers from the German real estate sector. As a result, the trading price for the Notes has been significantly below par for all of 2022. In the Issuer’s view, these circumstances rendered a refinancing of the Notes through new debt instruments at viable terms impossible.

Against the background of the maturity of the Notes, ACCENTRO plans to carry out a refinancing by way of an amend & extend process under the German Act on Debt Securities of 2009 (SchVG) in relation to the Notes. The amendments sought by ACCENTRO include (i) the extension of the maturity of the Notes to 13 February 2026, (ii) an increase in the interest rate payable upon the Notes to 5.625% per annum, (iii) an obligation to make mandatory redemptions of the Notes from the net cash proceeds of certain asset disposals as well as the net cash proceeds from certain loans and investments, (iv) an obligation to ensure certain minimum redemptions or repayments of the Notes starting on 31 December 2023, (v) certain other changes to the financial and other covenants under the Notes, (vi) provisions allowing for the Notes to be secured on a pari passu basis with ACCENTRO’s €100,000,000 4.125% Notes due 2026 and (vii) provisions allowing for the Notes to be secured by certain subsidiaries of the Issuer. In addition, ACCENTRO proposes that the Holders appoint Dentons GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft as joint representative (gemeinsamer Vertreter).

B. Agenda

Each capitalised term appearing below that is not defined herein or elsewhere in this Invitation to Vote has the meaning assigned to such term in the Conditions of Issue, unless the context otherwise requires.

The following proposed resolution constitutes the proposal for a single resolution that can only be voted on as a whole (the “Resolution”). The Issuer submits the proposal for the Resolution to the Holders and puts it to a vote and proposes to the Holders to consent by exercising their voting rights with “yes” (the “Consent”) to the Resolution.

The Holders resolve as follows:

C. Consent of the Issuer to the Amendments

The Issuer hereby declares its consent (Einwilligung) with 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 (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 majority of not less than 50 % plus one vote of the votes cast, unless a higher majority is required under mandatory provisions of statutory law or the Conditions of Issue provide for a higher majority. In accordance with the SchVG, resolutions that significantly affect the interests of the Holders (including any material amendment or waiver decision of Holders) require a majority of 75% of the votes cast.

As of the date of this Invitation to Vote, the aggregate principal amount of Notes issued and outstanding is €250,000,000. Each Holder shall participate in the Voting in accordance with the nominal amount of the Notes held by such Holder. Each Note in the principal amount of €1,000 shall count as one vote.

Adoption of the Resolution requires the consent of at least 75% of the Holders casting a vote (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”).

The Issuer will publish the results of the Voting as soon as reasonably possible on its website and in the Federal Gazette (Bundesanzeiger).

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

The implementation of the Consents sought pursuant to this Invitation to Vote (the “Consent Solicitation”) 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 outstanding with respect to the Consent Solicitation or the Resolution at such time) or if a contestation claim has been filed, the settlement or clearance of such contestation claim (together the “Consent Conditions”).

The Holders’ Representative may not act under its authorisation prior to the satisfaction of the Consent Conditions. The Issuer will procure that the New Intercreditor Agreement, the New Security Documents and the New Guarantee Agreement are entered if into and as soon as possible after satisfaction of the Consent Conditions. The effectiveness of the New Intercreditor Agreement, the New Security Documents and the New Guarantee Agreement will however be subject to the Amendments being effective.

The Issuer will procure that the Amendments are implemented by filing the Resolution with Clearstream Banking AG, Frankfurt am Main, Germany (“CBF”) and procuring that the Resolution is physically attached to the Global Note by CBF as soon as possible after satisfaction of the Consent Conditions and the Requisite Conditions. The Amendments will become effective once the Resolution has been filed with CBF and attached to the Global Note in accordance with section 21 SchVG.

If the Amendments 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 Amendments or participated in the Voting at all.

The Issuer will make a public announcement as soon as reasonably practicable after the Amendments have become effective and the New Intercreditor Agreement, the New Guarantee Agreement and the New Security Documents have been executed by all parties thereto.

F. Voting Procedures

I. Voting Period; Termination

The Voting Period begins on 5 January 2023, 00:00 CET and ends on 9 January 2023, 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

1. Participation in the Voting

In accordance with section 18 para. 4 SchVG in connection with section 10 para. 3 SchVG, participation in the Voting is subject to the submission of evidence of the Holder’s beneficial or legal ownership of its Notes. In order to participate in the Voting directly via the Scrutineer, Holders must provide proof of eligibility for exercising voting rights by submitting:

No separate Special Confirmation and Blocking Note is required from Holders 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.

Votes, Voting Instructions and Consent Instructions (as defined below) may only be submitted in relation to the specified denomination of the Notes, being €1,000 (the “Specified Denomination”) and integral multiples thereof. Each Note in the Specified Denomination will carry one vote.

2. Voting through the Tabulation Agent

Holders may cast their Votes through the Tabulation Agent acting as their proxy (Stellvertreter) by instructing the Tabulation Agent to vote in favour of or against the Resolution or abstain from voting via https:/​/​deals.is.kroll.com/​accentro (the “Voting Platform”) by no later than 23:59 p.m. CET on 4 January 2023 (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.

Holders wishing to cast their vote via the Tabulation Agent need to register by no later than the Registration Deadline and provide the following information:

(together, the “Holder Details”).

In addition, as part of the registration, Holders 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.

Upon completion of this step 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”.

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. The authorisations, instructions and requests described in this paragraph must be irrevocable.

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 register and provide a Consent Instruction prior to the Registration Deadline. Holders who fail to register or 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 declares that in case a Countermotion (as defined in “Countermotions and Requests for Additional Resolution Items”) is 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 3 January 2023 and (ii) and in respect of which the Issuer has announced its support, any Voting Instructions submitted by a Holder prior to the submission of the Countermotion shall remain valid and will be cast by the Tabulation Agent in accordance with the Holder’s voting instructions (yes, no or abstention) in relation to the 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.

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 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 Resolution, 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 submitting its Voting Instruction 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 Consent Solicitation Statement.

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 Her 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.

3. Direct Voting to the Scrutineer

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 however is not necessary in this case.

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 the Resolution 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 https:/​/​investors.accentro.de/​en/​bondholdermeeting. However, use of the standard form of voting document is not required to participate in the Voting.

Moreover, Holders must provide proof of eligibility for exercising voting rights by submitting the Special Confirmation and Blocking Note issued by the Custodian by the end of the Voting Period (i.e. until 9 January 2023, 24:00 (CET) (end of day)) in text form (as defined in Section 126b of the BGB, e.g. via mail, fax or email) to the Scrutineer. If the Special Confirmation and Blocking Note is issued after the vote was cast, a confirmation must be submitted by the end of the Voting Period that the relevant Notes had already been blocked at the date the vote was cast. It is the Holders’ responsibility to inform their Custodian of whether they already cast their votes at the time they instruct the Custodian to issue the Special Confirmation and Blocking Note.

A form of the Special Confirmation and Blocking Note can be downloaded under https:/​/​investors.accentro.de/​en/​bondholdermeeting. Use of the form of Special Confirmation and Blocking Note is not required to participate in the Voting. However, Holders who fail to provide a proper Special Confirmation and Blocking Note by the end of the Voting Period will not be eligible to vote.

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.

4. Representation by Proxy

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 https:/​/​investors.accentro.de/​en/​bondholdermeeting. 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 (and the Special Confirmation and Blocking Note) 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 incorporated as corporations, partnerships or other legal entities under German law (e.g. a stock corporation (Aktiengesellschaft), 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.

5. No General Revocation Rights

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 prior to 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.accentro.de) under https:/​/​investors.accentro.de/​en/​bondholdermeeting to all Holders up to the end of the Voting Period. 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 prior to the beginning of the Voting Period 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 2 January 2023. Accordingly, Requests for Additional Resolution Items need to be received no later than 27 December 2022.

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 Fee

No voting fee, consent fee or similar fee or consideration will be paid to Holders in connection with the Voting.

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 /​ Arlind Bytyqi
E-mail: accentro@is.kroll.com
https:/​/​deals.is.kroll.com/​accentro

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, the Consent Solicitation Statement, any notice in relation thereto and related materials to Holders. On 25 October 2022, the Issuer has 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. Fees and 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 or the Consent Solicitation Statement 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 ACCENTRO’s website at https:/​/​investors.accentro.de/​en/​bondholdermeeting:

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

Berlin, 21 December 2022

Accentro Real Estate AG

The management board (Vorstand) (Lars Schriewer)

Annex A—Summary of New Intercreditor Agreement Terms

The following description of certain provisions of the New Intercreditor Agreement summarises certain provisions of the Intercreditor Agreement. It does not restate the New Intercreditor Agreement in its entirety nor does it describe provisions relating to the rights and obligations of holders of other classes of the ACCENTRO Group’s debt.

Parties

The New Intercreditor Agreement will be entered into among:

The New Intercreditor Agreement will provide that all measures, actions and declarations for the Holders are taken, executed, performed and given by the Holders’ Representative.

Effectiveness

The Effectiveness of the New Intercreditor Agreement will be conditional upon (aufschiebend bedingt) (i) the Amendments to the Notes being effective and (ii) the Issuer having notified each of the Holders’ Representative, the Private Placement Holders’ Representative and the Security Agent thereof.

General

The New Intercreditor Agreement will govern, inter alia, the relationships and relative priorities among (i) the Holders and the Holders’ Representative; (ii) the holders of the Private Placement Notes and the Private Placement Notes Holders’ Representative; (iii) certain intra-group creditors and debtors; (iv) upon accession, any direct or indirect shareholder of the Issuer that has made a loan to a member of the Group and has acceded to the New Intercreditor Agreement as a subordinated creditor (each a “Subordinated Creditor”) and (v) the Security Agent.

The New Intercreditor Agreement, among other things, sets out:

Ranking and Priority; Transaction Security

Primary Liabilities

The New Intercreditor Agreement will provide that, subject to the terms of the New Intercreditor Agreement, the liabilities owed by the Issuer, the Guarantors and each other debtor under the New Intercreditor Agreement (together, the “Debtors”) to each Holder, each holder of the Private Placement Notes, the Holders’ Representative, the Private Placement Notes Holders’ Representative and the Security Agent (together, the “Primary Creditors”) under the Notes Finance Documents (as defined below) (such liabilities, the “Primary Liabilities”) shall rank pari passu and without any preference between them

“Notes Finance Documents” refers to the Notes (including the Amended Conditions of Issue), the Private Placement Notes (including the conditions of issue thereof), the Guarantees, the guarantees for the benefit of the Private Placement Notes, the New Intercreditor Agreement, the New Security Documents and each other document entered into under or in connection with the Notes or the Private Placement Notes.

Intra-Group Liabilities and Subordinated Liabilities

The New Intercreditor Agreement will provide that the liabilities owed by the Issuer or any of the Guarantors to any of the Intra-Group Lenders (the “Intra-Group Liabilities”) or any Subordinated Creditor (the “Subordinated Liabilities”) will be postponed and subordinated to the Primary Liabilities. However, the Debtors will not be prohibited from making payments in respect of Intra-Group Liabilities if (i) such payment would not result in a breach of the Notes Finance Documents and (ii) no “acceleration event” has occurred under the Notes Finance Documents or following, the occurrence of an acceleration event if such payment is made facilitate a payment of Primary Liabilities or made with the consent of the Instructing Group (as defined below). The Debtors may make payments on the Subordinated Liabilities if (i) the payment is not prohibited by the Notes Finance Documents or (ii) the Primary Creditors consent to such payment.

Other than in relation to instructions as to enforcement with respect to the transaction security, “Instructing Group” means:

Transaction Security

The New Intercreditor Agreement will further provide that the transaction security (including the security interests to be granted under the New Security Documents) shall rank and secure the Primary Liabilities pari passu and without any preference between them (but only to the extent that such transaction security is expressed to secure those liabilities).

No Primary Creditor may take, accept or receive the benefit of any security, guarantee, indemnity or other assurance against loss from (or over the assets of or over the shares in) any member of the ACCENTRO Group in respect of any Primary Liabilities other than (i) common transaction security and (ii) any guarantee, indemnity or other assurance against loss contained or provided for in the Notes Finance Documents and the New Intercreditor Agreement unless the prior consent of the Instructing Group is obtained.

Limitation on Amendments of Notes Finance Documents

The New Intercreditor Agreement will provide that, subject to the immediately succeeding paragraph, the Primary Creditors and the Debtors may amend or waive the terms of the Notes Finance Documents in accordance with their terms (and subject to any consent required under them) at any time.

However a group of Primary Creditors and the Debtors may not amend or waive the terms of the Notes Finance Documents without the prior written consent of the other Primary Creditors (or its creditor representative) if the amendments or waiver results in, in relation to the Notes Finance Documents (in the form immediately following the effectiveness of the New Intercreditor Agreement), an amendment or waiver which:

“Margin Headroom” means, at any time and in relation to (i) any increase to the margin applicable to the Notes in accordance with the terms of the New Intercreditor Agreement (the “Notes Margin Increase”) and (ii) any increase to the margin applicable to the Private Placement Notes in accordance with the terms of the New Intercreditor Agreement (the “Private Placement Notes Margin Increase”), an effect, which, when aggregated with any other or previously applicable Notes Margin Increase or Private Placement Notes Margin Increase is equivalent to an increase in the relevant margin (as it applied to the Notes and the Private Placement Notes (as applicable) following the effectiveness of the New Intercreditor Agreement) by up to 2 per cent. per annum.

Enforcement Regime

Composition of the Instructing Group

The New Intercreditor Agreement will provide that the Security Agent may generally refrain from enforcing the transaction security or taking other enforcement action unless instructed otherwise by the requisite group of Primary Creditors. Subject to the consultation requirements described under “—Consultation” and the remainder of this section, the Security Agent shall enforce the transaction security in such manner (including the selection of any administrator of any Debtor to be appointed by the Security Agent) (the “Enforcement Instructions”) as Holders who, when taken together in the aggregate hold more than 50% of the principal amount of the Notes then outstanding (the “Majority Notes Creditors”) shall instruct it. However, if the Majority Notes Creditors have not either

Following the Notes Discharge Date, any Enforcement Instructions with respect to the transaction security may be given by the Majority Private Placement Notes Creditors.

Prior to the Notes Discharge Date:

the Security Agent shall give effect to any instructions to enforce the transaction security in accordance with the instructions provided by the Majority Private Placement Notes Creditors.

Consultation

Before giving any enforcement instructions to the Security Agent or taking any other enforcement action, the relevant group of Primary Creditors (through their respective creditor representative where relevant) shall consult with the other Primary Creditors (through their respective creditor representatives where relevant) in good faith about such instructions for a period of not less than fourteen (14) days (the “Consultation Period”) and only following the expiry of a Consultation Period shall the relevant group of Primary Creditors be entitled to give such enforcement instructions to the Security Agent to enforce the transaction security or take any other enforcement action in accordance with the New Intercreditor Agreement.

A creditor representative shall not be obliged to consult in accordance with the preceding paragraph and the relevant group of Primary Creditors or Instructing Group (as applicable) shall be entitled to give any enforcement instructions to the Security Agent or take any other enforcement action prior to the end of a Consultation Period if:

“Insolvency Event” includes, in relation to any member of the ACCENTRO Group, (a) the passing of any resolution or making of any order for the winding up, judicial management, dissolution, administration, reorganisation or commencement of business rescue proceedings of that member of the ACCENTRO Group, and in particular, if that member of the ACCENTRO Group is incorporated, established or having its centre of main interests in Germany, that member of the ACCENTRO Group files a petition for the opening of insolvency proceedings (Antrag auf Eröffnung des Insolvenzverfahrens) or that the competent court takes any of the actions set out in the German Insolvency Code (Insolvenzordnung) or opens insolvency proceedings (Eröffnung des Insolvenzverfahrens) against that member of the Group, (b) the declaration of a moratorium in relation to any of its indebtedness, (c) any composition, compromise, assignment or arrangement is made with any of its creditors, (d) the appointment of a liquidator, receiver, examiner, administrative receiver, compulsory manager or other similar officer in respect of it or any of its assets, or (e) any analogous procedure or step is taken in any jurisdiction.

Enforcement of Transaction Security

If either the Majority Notes Creditors or the Majority Private Placement Notes Creditors wish to issue enforcement instructions, the creditor representative representing the Majority Notes Creditors or Majority Private Placement Notes Creditors (as the case may be) shall deliver a copy of those proposed enforcement instructions (an “Initial Enforcement Notice”) to the Security Agent and the Security Agent shall promptly forward such Initial Enforcement Notice to each creditor representative which did not deliver such Initial Enforcement Notice.

If (i) an Initial Enforcement Notice is delivered by the Private Placement Notes Holders’ Representative or (ii) the relevant Consultation Period has commenced, the Holders’ Representative representing the Majority Notes Creditors shall, without undue delay, call for a meeting of the Holders to provide Enforcement Instructions to such Holders’ Representative representing the Majority Notes Creditors.

If (i) an Initial Enforcement Notice is delivered by the creditor representative representing the Majority Private Placement Notes Creditors because the Majority Private Placement Notes Creditors wish to enforce or (ii) the Consultation Period has commenced, the Notes Representative representing the Majority Notes Creditors shall without undue delay call for a meeting of the Holders to provide Enforcement Instructions to such Notes Representative representing the Majority Notes Creditors.

If the transaction security is being enforced in accordance with the terms of the New Intercreditor Agreement, the Security Agent shall enforce the relevant transaction security in accordance with the Enforcement Instructions or, in the absence of any such Enforcement Instructions, as the Security Agent considers in its reasonable discretion to be appropriate.

No secured party shall have any independent power to enforce, or to have recourse to enforce, any transaction security or to exercise any right, power, authority or discretion arising under the security documents except through the Security Agent.

Turnover by Creditors

“Debt Document” refers to the New Intercreditor Agreement, the Notes Finance Documents, the New Security Documents, any agreement evidencing the terms of the Intra-Group Liabilities, any agreement evidencing the terms of the Subordinated Liabilities and any other document designated as such by the Security Agent and the Issuer.

The New Intercreditor Agreement will further provide that if any of the Debtors receives or recovers any amount which, under the terms of any of the Debt Documents, should have been paid to the Security Agent, that Debtor will (a) hold an amount of that receipt or recovery equal to the relevant liabilities (or if less, the amount received or recovered) on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of the New Intercreditor Agreement and (b) promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the relevant liabilities to the Security Agent for application in accordance with the terms of the New Intercreditor Agreement.

Non-Cash Recoveries

The cash value of any non-cash recoveries shall be determined by reference to a valuation obtained by the Security Agent from a financial adviser appointed by the Security Agent. The Security Agent shall not distribute any non-cash recoveries to any Primary Creditor entitled to a distribution of non-cash recoveries (an “Entitled Creditor”) who has notified and supplied the Security Agent with supporting evidence showing that it would be unlawful for an Entitled Creditor to receive such non-cash recoveries (or it would otherwise conflict with that Entitled Creditor’s constitutional documents for it to do so) (such Primary Creditor a “Cash Only Creditor” and the non-cash recoveries to which it is entitled the “Retained Non-Cash”).

Subject to the Security Agent protection provisions, the Security Agent shall hold any Retained Non-Cash and shall, acting on the instructions of the Cash Only Creditor entitled to it, manage, exploit, collect, realise and dispose of that Retained Non-Cash for cash consideration and shall distribute any Cash Proceeds of that Retained Non-Cash to that Cash Only Creditor in accordance with the provisions set out below under “—Application of Proceeds”.

Application of Proceeds

Release of Security—Non Distressed Disposals

In circumstances where (i) a disposal to a person or persons outside of the ACCENTRO is not a Distressed Disposal (as defined below) and (ii) is permitted under and has been carried out in accordance with the Notes Finance Documents, the New Intercreditor Agreement provides that the Security Agent is irrevocably authorised and instructed to enter into documentation reasonably required by the Issuer:

If any disposal proceeds are required to be applied in mandatory prepayment of any of the Primary Liabilities then those disposal proceeds shall be applied as follows:

Release of Security and Guarantees—Distressed Disposals and Appropriation

In circumstances where a disposal of an asset or shares of a member of the ACCENTRO Group which is being effected (i) at the request of an Instructing Group in circumstances where the transaction security has become enforceable, (ii) by enforcement of the transaction security or (iii) after the occurrence of a Distress Event by a Debtor to a person or persons which is not a member of the ACCENTRO Group (together a “Distressed Disposal”) or an appropriation (Aneignung) of, or any notice of initiation of enforcement of a pledge (or similar enforcement process) over, the shares in the capital of a member of the ACCENTRO Group by the Security Agent which is effected (to the extent permitted under the relevant security document and applicable law) by enforcement of the transaction security (an “Appropriation”) is being effected, the New Intercreditor Agreement provides, subject to certain conditions, that the Security Agent is irrevocably authorized and instructed:

A Distressed Disposal or a disposal of a Debtor’s intra-group receivables pursuant to the paragraphs above may be made in whole or in part for consideration in the form of cash or, if not for cash, for non-cash Consideration which is acceptable to the Security Agent.

Any net proceeds of the Distressed Disposal or Appropriation must be applied in accordance with the enforcement proceeds waterfall described under “—Application of Proceeds”.

Amendments

The New Intercreditor Agreement will provide that, subject to certain exceptions, its terms may be amended or waived only with the consent of the Issuer, the Holders’ Representative, the Private Placement Notes Holders’ Representative and the Security Agent.

Governing law

The Intercreditor Agreement and any non-contractual obligations arising out of or in connection with it will be governed by German law.

Annex B—Summary of New Guarantee Agreement Terms

Each guarantee of the Notes (a “Guarantee”) will constitute direct and unsubordinated obligations of the relevant Guarantor, ranking at least pari passu with all other present and future obligations of such Guarantor, unless such obligations are accorded priority under mandatory provisions of statutory law. The Guarantees are entered into with the Security Agent and will not constitute a contract for the benefit of the Holders in accordance with section 328(1) of the German Civil Code (Bürgerliches Gesetzbuch) and will not give rise to a right of each Holder to require performance of the Guarantee directly from any of the Guarantors or to enforce the Guarantee directly against any of the Guarantors. The Guarantees will constitute a contract in favour of the Holders’ Representative as third-party beneficiary pursuant to section 328(1) of the German Civil Code (Bürgerliches Gesetzbuch) so that the Security Agent and/​or the Holders’ Representative will be entitled to claim performance of the Guarantee directly from the Guarantors and to enforce the Guarantee directly against the Guarantors.

The New Guarantee Agreement will also include a customary limitation on enforcement (“limitation language”) and provisions regarding the automatic release of the Guarantees under the circumstances described in the Amended Conditions of Issue.

The effectiveness of the New Guarantee Agreement will be subject to the Amendments being effective.

Annex C—Form of Amended Conditions of Issue

 

Annex D— Summary of Private Placement Notes Terms

The following summary of the Private Placement Notes Amendment Agreement and the Private Placement Notes (in the form as amended by the Private Placement Notes Amendment Agreement) has been prepared for informational purposes only does not purport to be complete.

Private Placement Notes Amendement Agreement

Pursuant to the Private Placement Notes Amendment Agreement, the holders of the Private Placement Notes and ACCENTRO agreed to amend the terms of the Private Placement Notes to reflect in particular the terms described in more detail under “Private Placement Notes” subject only to the condition precedent that ACCENTRO has notified the holders of the Private Placement Notes that the conditions precedent to the effectiveness of the Amendments have been satisfied in accordance with the Invitation to Vote. The Private Placement Notes Amendment Agreement also provides for the appointment of Dentons GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft as holders’ representative and certain instructions.

Furthermore, the Private Placement Notes Amendment Agreement provides for undertakings of the parties to support and implement the amendments, representations, a restriction on transfers and certain waivers and releases. The Private Placement Notes Amendment Agreement may be terminated by the holders of the Private Placement Notes in case of non-compliance by ACCENTRO 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 Private Placement Notes Amendment Agreement. The Private Placement Notes Amendment Agreement is governed by German law.

Private Placement Notes

On 23 March 2021, the Issuer issued the Private Placement Notes The Private Placement Notes are direct, unconditional and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsubordinated obligations of the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law. On and following the Amendment Effective Date, will be guaranteed on a senior basis by the Guarantors and the Private Placement Notes and the guarantees thereof will, pursuant to the terms of the New Intercreditor Agreement, be secured by security interests over the same assets that also secure the Notes on a pari passu basis.

The Private Placement Notes bear interest at a rate of 4.125% per annum and from and including the Amendment Effective Date at a rate of 6.125%. Interest on the Private Placement Notes is payable semi-annually in arrears on 23 March and 23 September of each year. Following the Amendment Effective Date, the Private Placement Notes will mature on 23 March 2029.

Redemption

Redemption at the Option of the Issuer

The Issuer may redeem the Private Placement Notes in whole or in part at any time at a redemption price equal to the principal amount of the Private Placement Notes so redeemed together with any accrued but unpaid interest by giving notice to the holders. In addition, the Issuer may redeem the Private Placement Notes in whole, but not in part, at a redemption price equal to the principal amount of the Private Placement Notes together with any accrued but unpaid interest upon the occurrence of certain tax events.

Mandatory Redemption

In the event of the sale of one or more investment properties, the Private Placement Notes will provide that Issuer shall apply the net cash proceeds from such sale (once they exceed €10,000,000) to redeem the Notes and the Private Placement Notes, respectively, on a pro rata basis at a redemption price equal to the principal amount, provided that the Issuer shall and may apply cash proceeds from a sale of investment properties for a redemption of the Private Placement Notes only if and to the extent that the aggregate principal amount of the Notes is being decreased to an amount below €100,000,000 by such pro rata redemption. Any such redemption of the Private Placement Notes shall be credited in full against the applicable minimum redemption amounts referred to in “-Minimum Redemption Amount” in the chronological order in which the minimum redemption amounts fall due, beginning with the earliest due date.

In the event that a member of the ACCENTRO Group receives net cash proceeds from certain investments or loans, the Private Placement Notes will provide that Issuer shall apply the net cash proceeds from such investments or loans (once they exceed €10,000,000) to redeem the Notes and the Private Placement Notes, respectively, on a pro rata basis at a redemption price equal to the principal amount, provided that the Issuer shall and may apply cash proceeds from such investments or loans for a redemption of the Private Placement Notes only if and to the extent that the aggregate principal amount of the Notes is being decreased to an amount below €100,000,000 by such pro rata redemption. Any such redemption of the Private Placement Notes shall be credited in full against the applicable minimum redemption amounts referred to in “-Minimum Redemption Amount” in the chronological order in which the minimum redemption amounts fall due, beginning with the earliest due date.

Minimum Mandatory Redemption

The conditions of Issue for the Private Placement Notes require the Issuer to ensure that as of 31 December 2026, 2027 and 2028, respectively, Private Placement Notes with an aggregate principal amount of at least €26,000,000, €52,000,000 and €60,000,000, respectively, will have been repurchased or redeemed.

Change of Control

If the Issuer experiences a change of control, the holders of the Private Placement Notes have the right to require the Issuer to make an offer to purchase all of the Private Placement Notes at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest. The relevant change of control triggering events are defined in the conditions of issue for the Private Placement Notes and are substantially the same as in the Amended Conditions of Issue.

Covenants and Events of Default

The conditions of issue for the Private Placement Notes contains a number of covenants that, among other things, restrict:

in each case on substantially the same terms as the Amended Conditions of Issue.

In addition, the conditions of issue for the Private Placement Notes provide for a negative pledge undertaking in relation to indebtedness, a holding company covenant and events of default on substantially the same terms as the Amended Conditions of Issue.

Governing law and listing

The conditions of issue for the Private Placement Notes are, and the guarantees in respect thereof will, be governed by German law. The Private Placement Notes are listed on the open market (Freiverkehr) of the Frankfurt Stock Exchange.

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