CORESTATE Capital S A : Proposed Resolutions (CCHSA Proposed resolutions for AGM 2022 2023)

About this update from Corestate Capital Holding Sa

ANNUAL GENERAL MEETING TO BE HELD ON 25 MARCH 2026 AGENDA AND PROPOSED RESOLUTIONS FOR THE MEETING Appointment of the independent auditor ( CABINET DE RÉVISION AGRÉÉ ) for the financial years 2022 TO 2026 The CEO and the supervisory board of the Company (the Supervisory Board ) propose that the Meeting approves the appointment of KPMG Audit S.à r.l., with registered office at 39, John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg ( KPMG ), as independent auditor ( cabinet de révision agréé ) for the stand-alone annual accounts and consolidated financial statements of the Company for the financial years 2022 to 2026 (inclusive). Presentation and approval of the stand-alone annual accounts of the Company for the financial year 2022, of the approved consolidated financial statements for the financial year 2022, the auditor report relating to the financial statements for the financial year 2022 as well as the management report for the financial year 2022 The Supervisory Board has not made any comments on the stand-alone annual accounts, the consolidated financial statements for the financial year 2022 as drawn up by the CEO (the 2022 Financial Statements ), or on the report prepared by the CEO (the 2022 Management Report ) and the report of the independent auditor relating to the 2022 Financial Statements (the 2022 Auditor Report ). The CEO and the Supervisory Board propose that the Meeting approves the 2022 Financial Statements in accordance with article 461-7 of the Luxembourg act on commercial companies dated 10 August 1915, as amended (the Companies Act ). Acknowledgement of the loss of the Company made with respect to the financial year 2022 The CEO proposes that the Meeting acknowledges that the Company made a loss with respect to the financial year 2022 in an aggregate amount of EUR 867,089,349.07 (the 2022 Loss ). The CEO notes that as a result of the 2022 Loss, the net assets of the Company continue to stand below one quarter of the Company's share capital. The CEO notes that the Company's shareholders had, at the occasion of an extraordinary general meeting of the Company held on 14 July 2023, approved the continuation of the activities of the Company despite the losses of the Company, in accordance with article 480-2 of the Companies Act. The CEO proposes that the Meeting resolves to (i) set off the 2022 Loss against the profits and reserves carried forward from the previous financial year and (ii) carry forward the balance of losses in an aggregate amount of EUR 768,412,207.82 to the next financial year. Discharge ( QUITUS ) to Mr Udo Giegerich for the performance of his mandate as member of the management board for the financial year 2022 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Mr Udo Giegerich for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2022. Discharge ( QUITUS ) to Mrs Izabela Danner for the performance of her mandate as member of the management board for the financial year 2022 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Mrs Izabela Danner for the performance of her duties as member of the Management Board for, and in connection with, the financial year 2022. Discharge ( QUITUS ) to Mr Ralf Struckmeyer for the performance of his mandate as member of the management board for the financial year 2022 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Mr Ralf Struckmeyer for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2022. Discharge ( QUITUS ) to Mr Stavros Efremidis for the performance of his mandate as member of the Management board for the financial year 2022 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Mr Stavros Efremidis for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2022. Discharge ( QUITUS ) to Mr Stavros Efremidis for the performance of his mandate as member of the Supervisory Board for the financial year 2022 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Mr Stavros Efremidis for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2022. Discharge ( QUITUS ) to Dr. Friedrich Oelrich for the performance of his mandate as member of the Supervisory Board for the financial year 2022 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Mr Friedrich Oelrich for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2022. Discharge ( QUITUS ) to Dr. Bertrand Malmendier for the performance of his mandate as member of the Supervisory Board for the financial year 2022 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Dr. Bertrand Malmendier for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2022. Discharge ( QUITUS ) to Dr. Roland Manfred Folz for the performance of his mandate as member of the Supervisory Board for the financial year 2022 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Dr. Roland Manfred Folz for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2022. Discharge ( QUITUS ) to Dr. Nedim Cen for the performance of his mandate as member of the Supervisory Board for the financial year 2022 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Dr. Nedim Cen for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2022. Discharge ( QUITUS ) to Dr. Sven-Marian Berneburg for the performance of his mandate as member of the Supervisory Board for the financial year 2022 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Dr. Sven-Marian Berneburg for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2022. Advisory non-binding vote on the remuneration report for the financial year 2022 The CEO and the Supervisory Board propose that the Meeting approves, on a non-binding basis, the remuneration report for the financial year 2022 (the 2022 Remuneration Report ) in accordance with the requirements of article 7ter of the Luxembourg law dated 24 May 2011 relating to the exercise of certain rights of shareholders at general meetings of listed companies, as amended (the 2011 Law ). Advisory non-binding vote on the updated remuneration policy The CEO and the Supervisory Board propose that the Meeting approves, on a non-binding basis, the updated remuneration policy (the Remuneration Policy ) in accordance with the requirements of article 7bis of the 2011 Law. Approval of the participation of Dr. Sven-Marian Berneburg in the long-term incentive plan The CEO and the Supervisory Board propose that the Meeting approves that Dr. Sven-Marian Berneburg may participate in the long-term incentive plan of the Company as set out in the Remuneration Policy and receive a number of 1,661,595 ordinary shares in the Company under such long-term incentive plan. Presentation and approval of the stand-alone annual accounts of the Company for the financial year 2023, of the approved consolidated financial statements for the financial year 2023, the auditor report relating to the financial statements for the financial year 2023 as well as the management report for the financial year 2023 The Supervisory Board has not made any comments on the stand-alone annual accounts, the consolidated financial statements for the financial year 2023 as drawn up by the CEO (the 2023 Financial Statements and, together with the 2022 Financial Statements, the Financial Statements ), or on the report prepared by the CEO (the 2023 Management Report and, together with the 2022 Management Report, the Management Reports ) and the report of the independent auditor relating to the 2023 Financial Statements (the 2023 Auditor Report and, together with the 2022 Auditor Report, the Auditor Reports ). The CEO and the Supervisory Board propose that the Meeting approves the 2023 Financial Statements in accordance with article 461-7 of the Companies Act. Acknowledgement of the Profit of the Company made with respect to the financial year 2023 The CEO proposes that the Meeting acknowledges that the Company made a profit with respect to the financial year 2023 in an aggregate amount of EUR 287,971,692.26 (the 2023 Profit ). The CEO notes that despite the 2023 Profit, the net assets of the Company continue to stand below one quarter of the Company's share capital. The CEO notes that the Company's shareholders had, at the occasion of an extraordinary general meeting of the Company held on 14 July 2023, approved the continuation of the activities of the Company despite the losses of the Company, in accordance with article 480-2 of the Companies Act. The CEO proposes that the Meeting resolves to (i) set off the 2023 Profit against the losses carried forward from the previous financial year and (ii) carry forward the balance of losses in an aggregate amount of EUR 480,440,515.56 to the next financial year. Discharge ( QUITUS ) to Mr Udo Giegerich for the performance of his mandate as member of the Management Board for the financial year 2023 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Mr Udo Giegerich for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2023. Discharge ( QUITUS ) to Mrs Izabela Danner for the performance of her mandate as member of the Management Board for the financial year 2023 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Mrs Izabela Danner for the performance of her duties as member of the Management Board for, and in connection with, the financial year 2023. Discharge ( QUITUS ) to Mr Stephan Götschel for the performance of his mandate as member of the Management Board for the financial year 2023 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Mr Stephan Götschel for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2023. Discharge ( QUITUS ) to Dr. Nedim Cen for the performance of his mandate as member of the Management Board for the financial year 2023 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Dr. Nedim Cen for the performance of his duties as member of the Management Board for, and in connection with, the financial year 2023. Discharge ( QUITUS ) to Dr. Nedim Cen for the performance of his mandate as member of the Supervisory Board for the financial year 2023 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Dr. Nedim Cen for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2023. Discharge ( QUITUS ) to Dr. Bertrand Malmendier for the performance of his mandate as member of the Supervisory Board for the financial year 2023 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Dr. Bertrand Malmendier for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2023. Discharge ( QUITUS ) to Dr. Sven-Marian Berneburg for the performance of his mandate as member of the Supervisory Board for the financial year 2023 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Dr. Sven-Marian Berneburg for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2023. Discharge ( QUITUS ) to Dr. Carlos Mack for the performance of his mandate as member of the Supervisory Board for the financial year 2023 The CEO and the Supervisory Board propose that the Meeting grants discharge ( quitus ) to Dr. Carlos Mack for the performance of his duties as member of the Supervisory Board for, and in connection with, the financial year 2023. Confirmation and appointment of Mr Andreas Paul Uelhoff as member of the Supervisory Board The CEO and the Supervisory Board propose that the Meeting (i) confirms the appointment by co-optation of Mr Andreas Paul Uelhoff as member of the Supervisory Board, with effect as of 1 January 2025 and (ii) appoints Mr Andreas Paul Uelhoff as member of the Supervisory Board, for a term of office ending after the annual general meeting of the Company approving the annual accounts of the Company of the financial year ending on 31 December 2027. Further information about the proposed candidate is available on the Company's website at https://www.corestate-capital.com in the segment "Investor Relations" > "Corporate Governance & General Meeting" > "General Meeting" and will be available for inspection during the Meeting. Confirmation and appointment of Mr Wolfgang Bauer as member of the Supervisory Board The CEO and the Supervisory Board propose that the Meeting (i) confirms the appointment by co-optation of Mr Wolfgang Bauer as member of the Supervisory Board, with effect as of 1 January 2025 and (ii) appoints Mr Wolfgang Bauer as member of the Supervisory Board for a term of office ending after the annual general meeting of the Company approving the annual accounts of the Company of the financial year ending on 31 December 2027. Further information about the proposed candidate is available on the Company's website at https://www.corestate-capital.com in the segment "Investor Relations" > "Corporate Governance & General Meeting" > "General Meeting" and will be available for inspection during the Meeting. appointment of Dr. Sven-Marian Berneburg as member of the Supervisory Board The CEO and the Supervisory Board propose that the Meeting appoints Dr. Sven-Marian Berneburg as member of the Supervisory Board for a term of office ending after the annual general meeting of the Company approving the annual accounts of the Company of the financial year ending on 31 December 2029. Advisory non-binding vote on the remuneration report for the financial year 2023 The CEO and the Supervisory Board propose that the Meeting approves, on a non-binding basis, the remuneration report for the financial year 2023 (the 2023 Remuneration Report and, together with the 2022 Remuneration Report, the Remuneration Reports ) in accordance with the requirements of article 7ter of the 2011 Law.

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