» ANNUAL GENERAL MEETING 2017

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1 » ANNUAL GENERAL MEETING 2017 Deutsche Whnen AG Frankfurt/Main ISIN DE000A0HN5C6 WKN A0HN5C Annual General Meeting f Deutsche Whnen AG, n Friday, 2 June 2017, at 10:00 a.m. (CEST) at Kap Eurpa, Osler Straße 5, Frankfurt/Main Infrmatin n the Members f the Supervisry Bard prpsed in the Articles f Assciatin f Deutsche Whnen SE (Annex t the Cnversin Plan, see II f this Agenda) n the Prpsed Members f the Supervisry Bard The infrmatin accrding t Article 125 para. 1 sentence 5 AktG and accrding t recmmendatins f the German Crprate Gvernance Cde fr the prpsed candidates fr the electin t the Supervisry Bard as listed in Agenda Item 10 is set ut belw: Mr. Uwe E. Flach, residing in Frankfurt am Main, Germany, Management Cnsultant, Frankfurt am Main, Germany: Mr. Uwe E. Flach studied business administratin and is a qualified banker. Mr. Flach began his prfessinal career with Dresdner Bank AG and he jined Dilln Read & Cmpany where he wrked in New Yrk, Lndn and Paris fr six years. In 1976, he mved t DG BANK AG, where he became senir manager with respnsibility fr capital markets, securities and crprate finance in In 1989, he first became a deputy member f the Management Bard f DG Bank AG, and in 1991 he became a member f the Management Bard, taking respnsibility fr the investment banking divisin. Frm 2001 until his retirement in 2003, he was appinted as deputy chairman t the Management Bard f DG BANK s successr bank, DZ BANK AG. Besides his affiliatin with DG BANK AG and DZ BANK AG, Mr. Flach has held varius Supervisry Bard psitins in varius cmpanies (see list belw). Frm 2004 t 2016, he was a senir advisr and cnsultant fr Oaktree GmbH. Mr. Flach has been a member f the Supervisry Bard f Deutsche Whnen AG since January 2008 and serves as chairman f the Supervisry Bard since July

2 Mr. Uwe E. Flach is currently nt a member f ther statutry supervisry bards r cmparable dmestic r freign cntrlling bdies at cmmercial enterprises within the meaning f Sectin 125 para. 1 sentence 5 AktG. The Supervisry Bard has cnfirmed with Dr. Flrian Stetter that he is able t devte the expected amunt f time required. In additin t the afrementined prfessinal activity, Mr. Uwe E. Flach hlds the fllwing key duty besides his mandate in the Cmpany s Supervisry Bard: Hans Magiera-Stiftung, Bad Hmburg, Germany (vice chairman) In Supervisry Bard s pinin, there are n persnal r business relatinships relevant t the vting decisin f the Annual General Meeting between Mr. Uwe E. Flach and the Deutsche Whnen Grup, its bdies r a sharehlder hlding, directly r indirectly, mre than 10% f the vting shares in Deutsche Whnen. Herr Dr. rer. pl. Andreas Kretschmer, residing in Düsseldrf, Germany, advisr t Ärzteversrgung Westfalen-Lippe, Institutin f Ärztekammer Westfalen-Lippe KöR, Münster, Germany: Dr. Andreas Kretschmer studied ecnmics with a fcus n auditing/accunting and further started a secnd curse f studies in law at the Jhann-Wlfgang-Gethe University in Frankfurt am Main, Germany. In 1977, he received a Ph.D. in ecnmics frm the Jhannes Gutenberg University in Mainz, Germany. Frm 1973 t 1992, Dr. Kretschmer wrked at Dresdner Bank, where he held leading psitins, including executive assistant and directr f crprate custmer service. Dr. Kretschmer was active bth natinally and internatinally during his wrk at Dresdner Bank. During 1991 and 1992, he als wrked as Head f Finances t the gvernmental agency privatizing eastern German prperty (Treuhandanstalt). In 1992, Dr. Kretschmer jined Ärzteversrgung Westfalen-Lippe (the pensin scheme fr physicians in Westphalia-Lippe) as managing directr f capital investment and served as CEO frm January 1, 2009 t March 31, Since April 1, 2017, he is advisr t Ärzteversrgung Westfalen-Lippe. Dr. Kretschmer has been a member f the Supervisry Bard f Deutsche Whnen AG since June 2000 and serves as vice chairman t the Supervisry Bard since August Dr. Andreas Kretschmer is currently a member in the fllwing ther statutry supervisry bards within the meaning f Sectin 125 para. 1 sentence 5 clause 1 AktG: BIOCEUTICALS Arzneimittel AG, Bad Vilbel, Germany (chairman f the supervisry bard) 2

3 Amprin GmbH, Drtmund, Germany (vice chairman f the supervisry bard) Dr. Andreas Kretschmer is currently nt a member f cmparable dmestic r freign cntrlling bdies at cmmercial enterprises within the meaning f Sectin 125 para. 1 sentence 5 clause 2 AktG. The Supervisry Bard has cnfirmed with Dr. Andreas Kretschmer that he is able t devte the expected amunt f time required. In additin t the afrementined prfessinal activity and memberships pursuant t Article 125 para. 1 sentence 5 clause 1 AktG, Dr. Andreas Kretschmer hlds the fllwing key duty besides his mandate in the Cmpany s Supervisry Bard: LVM Landwirtschaftlicher Versicherungsverein Münster a.g., Münster (trustee) In Supervisry Bard s pinin, there are n persnal r business relatinships relevant t the vting f the Annual General Meeting between Dr. Andreas Kretschmer and the Deutsche Whnen Grup, its bdies r a sharehlder hlding, directly r indirectly, mre than 10% f the vting shares in Deutsche Whnen. Herr Matthias Hünlein, residing in Oberursel, Germany, Managing Directr f Tishman Speyer Prperties Deutschland GmbH, Frankfurt am Main: Matthias Hünlein received a law degree frm the University f Passau, Germany. He began his prfessinal career with Deutsche Bank Grup. Amng ther psitins he wrked fr DB Real Estate Management GmbH (nw RREEF Management GmbH) and as managing directr f DB Real Estate Spezial Invest GmbH (nw RREEF Spezial Invest GmbH), where he was respnsible fr prduct develpment and client relatinships. In Nvember 2005, Mr. Matthias Hünlein jined Tishman Speyer Prperties Deutschland GmbH where he is respnsible, as managing directr, fr client relatinships and capital raising activities in Eurpe. Matthias Hünlein has been a member f the Supervisry Bard f Deutsche Whnen AG since June Mr. Matthias Hünlein is currently nt a member f ther statutry supervisry bards r cmparable dmestic r freign cntrlling bdies at cmmercial enterprises within the meaning f Sectin 125 para. 1 sentence 5 AktG. The Supervisry Bard has cnfirmed with Mr. Matthias Hünlein that he is able t devte the expected amunt f time required. In additin t the afrementined prfessinal activity, Mr. Matthias Hünlein des nt perfrm 3

4 any ther key duties besides his mandate in the Cmpany s Supervisry Bard. In Supervisry Bard s pinin, there are n persnal r business relatinships relevant t the vting f the Annual General Meeting between Mr. Matthias Hünlein and the Deutsche Whnen Grup, its bdies r a sharehlder hlding, directly r indirectly, mre than 10% f the vting shares in Deutsche Whnen. Herr Dr. Flrian Stetter, residing in Erding, Germany, chairman f the management bard f Rckhedge Asset Management AG, Krefeld, Germany: Dr. Flrian Stetter studied business administratin at the Vienna University f Ecnmics and Business and received a Ph.D. frm the University f Vienna, Austria. He began his prfessinal career in 1988 with McKinsey & Cmpany as a business analyst. Frm 2000 t 2010, he was managing directr f Strabag Prperty and Facility Services GmbH. He currently serves as chairman f the management bard f Rckhedge Asset Management AG in Krefeld, Germany. Dr. Stetter has been a member f the Supervisry Bard f Deutsche Whnen AG since March Dr. Flrian Stetter is currently a member in the fllwing ther statutry supervisry bard within the meaning f Sectin 125 para. 1 sentence 5 clause 1 AktG: CalCn Deutschland AG, München, Germany (member f the supervisry bard) Dr. Flrian Stetter is currently nt a member f cmparable dmestic r freign cntrlling bdies at cmmercial enterprises within the meaning f Sectin 125 para. 1 sentence 5 clause 2 AktG. The Supervisry Bard has cnfirmed with Dr. Flrian Stetter that he is able t devte the expected amunt f time required. In additin t the afrementined prfessinal activity and memberships pursuant t Sectin 125 para. 1 sentence 5 clause 1 AktG, Dr. Flrian Stetter hlds the fllwing key duty besides his mandate in the Cmpany s Supervisry Bard: ENOVO s.r.., Bratislava, Slvak Republik (Managing Partner) In Supervisry Bard s pinin, there are n persnal r business relatinships relevant t the vting f the Annual General Meeting between Dr. Flrian Stetter and the Deutsche Whnen Grup, its bdies r a 4

5 sharehlder hlding, directly r indirectly, mre than 10% f the vting shares in Deutsche Whnen. Mr. Claus Wisser, residing in Frankfurt am Main, Germany, CEO f Claus Wisser Vermögensverwaltungs GmbH, Frankfurt am Main, Germany: Claus Wisser studied business administratin in Frankfurt am Main. Fllwing his studies, he funded WISAG Service Hlding GmbH & C. KG in Under Mr. Wisser s stewardship, WISAG develped int ne f the leading facility and building service cmpanies in Germany. Since 1975, Mr. Wisser has served as a funder, directr and sharehlder f numerus real estate cmpanies, where he has develped and managed his wn and thers prperty with an emphasis n the Rhine-Main regin. Mr. Claus Wisser serves as chairman f the supervisry bard f AVECO Hlding AG (the parent cmpany f WISAG grup). At the same time, he is actively invlved with a number f charitable, cultural and scial rganizatins. Since June 2014, Mr. Wisser has been a member f the Supervisry Bard f Deutsche Whnen AG. Mr. Claus Wisser is currently a member in the fllwing ther statutry supervisry bard within the meaning f Sectin 125 para. 1 sentence 5 clause 1 AktG: AVECO Hlding AG, Frankfurt am Main, Germany (chairman f the supervisry bard) Mr. Claus Wisser is currently nt a member f ther statutry supervisry bards r cmparable dmestic r freign cntrlling bdies within the meaning f Sectin 125 para. 1 sentence 5 clause 2 AktG. The Supervisry Bard has cnfirmed with Mr. Claus Wisser that he is able t devte the expected amunt f time required. In additin t the afrementined prfessinal activity, Mr. Claus Wisser des nt perfrm any ther key duties besides his mandate in the Cmpany s Supervisry Bard. In Supervisry Bard s pinin, there are n persnal r business relatinships relevant t the vting f the Annual General Meeting between Mr. Claus Wisser and the Deutsche Whnen Grup, its bdies r a sharehlder hlding, directly r indirectly, mre than 10% f the vting shares in Deutsche Whnen. 5

6 Mr. Jürgen Fenk, residing in Frankfurt am Main, Germany, member f the management bard f Landesbank Hessen-Thüringen Girzentrale: Mr. Jürgen Fenk received his degree in business administratin at the Ludwig-Maximilans University in Munich, Germany. He began his career at Bayerische Vereinsbank (later HyVereinsbank (HVB)) in Germany and France in the area Internatinal Real Estate Financing and was essential in the spin-ff f the Hyp Real Estate Grup. Frm 2003 t 2009, as CEO f Hyp Real Estate Bank Internatinal, he was respnsible fr the Cmmercial Real Estate Financing Business in Eurpe, the United States and Asia and, in this functin, was active in Ireland, Germany and the United States. Since 2009, Jürgen Fenk has been with Landesbank Hessen-Thürigen (Helaba), initially as Divisin Manager Real Estate Lending until 2010 and, after wrking at BAWAG P.S.K. as Head f Cmmercial Real Estate Finance frm 2010 t 2012, since 2012 as member f the management bard fr the Divisins Real Estate Lending, Real Estate Management, Financial Institutins & Public Finance and Management. He is leaving the management bard f Helaba effective September 30, 2017 at his wn request. Mr. Jürgen Fenk is currently a member f the fllwing statutry supervisry bards within the meaning f Sectin 125 para. 1 sentence 5 clause 1 AktG: GWH Immbilien Hlding GmbH, Frankfurt am Main, Germany, Chairman f the Supervisry Bard (until September 30, 2017) OFB Prjektentwicklung GmbH, Frankfurt am Main, Germany, Chairman f the Supervisry Bard (until September 30, 2017) Mr. Jürgen Fenk is currently a member f cmparable dmestic supervisry bdies at cmmercial enterprises within the meaning f Sectin 125 para. 1 sentence 5 clause 2 AktG: Frankfurter Sparkasse, Frankfurt am Main, First Vice Chairman f the Administrative Bard (until September 30, 2017) The Supervisry Bard has cnfirmed with Mr. Jürgen Fenk that he is able t devte the expected amunt f time required. The afrementined prfessinal activity and memberships pursuant t Sectin 125 para. 1 sentence 5 AktG end prir t the start f the term f ffice f Mr. Jürgen Fenk as member f the Supervisry Bard f Deutsche Whnen AG n Octber 1, Currently, the fllwing key duties f Mr. Jürgen Fenk exist at the time f the reslutin f the prpsed term f ffice f Mr. Jürgen Fenk as member f the Cmpany s Supervisry Bard n Octber 1, 2017 and will cntinue t exist: 6

7 ULI Germany (Urban Land Institut), Frankfurt am Main, Germany (Chairman f the Executive Cmmittee) In Supervisry Bard s pinin, there are n persnal r business relatinships relevant t the vting f the Annual General Meeting between Mr. Jürgen Fenk and the cmpanies f Deutsche Whnen Grup, its bdies r a sharehlder hlding, directly r indirectly, mre than 10% f the vting shares in Deutsche Whnen. 7