Annual General Meeting 2026

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MANAGED BY

VARIA US PROPERTIES AG APRIL 30, 2026, ZÜRICH

DEAR SHAREHOLDERS,

It is my pleasure to invite you to the General Shareholders' Meeting of Varia US Properties AG which will be held on Thursday, April 30, 2026 at

13.00 PM (doors opening at 12:30 PM) at the Haus zum Rüden, Constaffel Saal, Limmatquai 42, 8001 Zürich, Switzerland.

The year 2025 unfolded as a transitional period for the real estate sector, marked by shifting macroeconomic conditions and early signs of market recalibration. While interest rates remained above long term norms for much of the year, the outlook began to improve toward year end as infla-

tion moderated and central banks signaled a gradual move toward policy 3

normalization in 2026. Investor sentiment strengthened accordingly, supported by stabilizing property valuations across key U.S. multifamily markets. Construction pipelines continued to contract, with new starts trending well below historical averages - a dynamic expected to tighten supply and reinforce rent growth fundamentals over the medium term. Despite ongoing geopolitical uncertainties and variability in capital markets, the Board remains focused on disciplined portfolio management, operational resilience, and the pursuit of long term value creation for shareholders as the next stage of the real estate cycle begins to take form.

Please find enclosed the Invitation and Proxy Statement for the Meeting,

together with the Agenda and items to be voted.

Whether or not you plan to attend the Annual General Meeting, your vote is important.

I thank you for your trust and confidence to Varia US Properties AG.

Manuel Leuthold Chairman

On behalf of the board of directors

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1. Approval of the management report, the statutory financial statements and the consolidated financial statements 2025

   The board of directors proposes to the General Shareholders' Meeting to approve the management report, the statutory financial statements and the consolidated financial statements of Varia US Properties AG for the financial year 2025.

   Explanatory notes of the board of directors

   In the opinion of the board of directors the management report, the statutory financial statements as well as the consolidated financial statements have been prepared in compliance with the applicable accounting standards and the Swiss Code of Obligations, as applicable. The management report and financial statements were further audited by the Company's auditors and opined upon without qualifications. Further, the board of directors is of the opinion that there are no specific facts included in this annual report, the statutory financial statements or the consolidated financial statements, that would warrant a specific and separate discussion. Therefore, the board of directors makes the proposal to the General Shareholders' Meeting as set out above.

2. Appropriation of available earnings / from capital contributions

   The board of directors proposes to the General Shareholders' Meeting the following appropriation of the available earnings / from the reserve from capital contributions of Varia US Properties AG for the financial year 2025

   	from available earnings (in CHF)	from capital contributions (in CHF)	added up (in CHF)
   Retained Earnings / Capital contributions carried forward	40,627,981	181,330,625	221,958,606
   Net profit for the year ended December 31, 2025	17,327,889	-	17,327,889
   Available earnings / capital contributions	57,955,870	181,330,625	239,286,495
   Proposed appropriation	-	-	-
   Balance to be carried forward	57,955,870	181,330,625	239,286,495

   Explanatory notes of the board of directors

   Based on the financial performance during the past financial year as well as the currently anticipated financial needs of the Company in the upcoming financial year, the board of directors deems it most appropriate not to distribute any dividends for the financial year 2025. The available earnings/capital contributions are suggested to be carried forward in full. This allows the Company to further strengthen its general reserves. Therefore, the board of directors makes the proposal to the General Shareholders' Meeting as set out above.

3. Advisory vote on compensation report

   The board of directors submit the compensation report to the General Share-holders' Meeting and proposes that the shareholders approve the compensation report for the financial year 2025 in an advisory vote.

   Explanatory notes of the board of directors

   The board of directors is of the opinion that the compensation report has been prepared in compliance with the applicable accounting standards, rules and the Swiss Code of Obligations, as applicable, and in compliance with the applicable requirements on the compensations paid. The compensation report was further audited by the Company's auditors and opined upon without qualifications. Further, the board of directors is of the opinion that there are no specific facts included in the compensation report, that would warrant a specific and separate discussion. Therefore, the board of directors makes the proposal to the General Shareholders' Meeting as set out above.

4. Discharge of the members of the board of directors and the executive management

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   The board of directors proposes to the General Assembly to grant discharge to the members of the board of directors and the executive management, as well as to all other persons involved in management of Varia US Properties AG, for their services rendered during the financial year 2025.

   Explanatory notes of the board of directors

   The board of directors is of the opinion that the performance of each member of the board of directors, each member of the executive management, as well as all other persons involved in the management of Varia US Properties AG during the past financial year warrant the granting of the discharge by the shareholders for the same time period. Nothing has come to the attention of the board of directors, that would reasonably lead to a different conclusion. Therefore, the board of directors makes the proposal to the General Shareholders' Meeting as set out above.

5. Elections

   1. Election of the members of the board of directors

      Proposal of the board of directors

      The board of directors proposes to the General Shareholders' Meeting to elect the following persons individually as members of the board of directors for a term of office of one year, lasting until the conclusion of the next ordinary general meeting:

      1. Manuel Leuthold as member (current)

      2. Jaume Sabater as member (current)

      3. Taner Alicehic as member (current)

      4. Stefan Buser as member (current)

      5. Dany Roizman as member (current)

      6. Beat Schwab as member (current)

      7. Pierre Grégoire Baudin as member (current)

         Explanatory notes of the board of directors

         The board of directors deems the current composition of the board of directors

         to be well suited to the Company's needs ensuring efficient and well-rounded 7

         All current members of the board of directors stand for re-election and no new members of the board of directors have been proposed or requested in the past year. Therefore, the board of directors makes the proposal to the Annual General Meeting as set out above.

   2. Election of the chairman of the board of directors

      Proposal of the board of directors

      The board of directors proposes to the General Shareholders' Meeting to elect Manuel Leuthold as chairman of the board of directors (current) for a term of office of one year, lasting until the conclusion of the next ordinary general meeting.

      Explanatory notes of the board of directors

      The board of directors believes the current chairman of the board of directors to be well suited to lead the board of directors and to suit the Company's needs. As the current chairman stands for re-election, the board of directors believes that another year with the current chairman would be in the best interest of the Company and would ensure the continuity within organization of the board of directors. Therefore, the board of directors makes the proposal to the General Shareholders' Meeting as set out above.

   3. Election of the members of the Compensation, Nomination and DEI Committee

      The board of directors proposes to the General Shareholders' Meeting to elect the following persons individually as members of the nomination, compensation and diversity, equity and inclusion (DEI) Committee for a term of office of one year, lasting until the conclusion of the next ordinary general meeting:

      1. Stefan Buser as member (current)

      2. Beat Schwab as member (current)

         Explanatory notes of the board of directors

         The board of directors deems the current composition Compensation, Nomination and DEI Committee to be well suited to the Company's needs. Furthermore, all current members of the nomination, compensation and diversity, equity and inclusion (DEI) Committee stand for re-election and no new members of the nomination, compensation and diversity, equity and inclusion (DEI) Committee have been proposed in the past year. Lastly, the proposed members of the nomination, compensation and diversity, equity and inclusion (DEI) Committee

         8 are, in the opinion of the board of directors, to be considered independent, as they are not affiliated with the operational management of the Company or major shareholders of the Company. Therefore, the board of directors makes the proposal to the General Shareholders' Meeting as set out above.

   4. Election of statutory auditors

      The board of directors proposes to the General Assembly that KPMG SA, Geneva (current) be elected as the statutory auditor of the Company for the financial year 2026.

      Explanatory notes of the board of directors

      The board of directors is of the opinion that the current auditors should be re-elected. KPMG SA is independent and well acquainted with the tasks and procedures of acting as statutory auditors and meets the legal requirements to do so for the Company. Nothing has come to the attention of the board of directors that the performance of the auditors in the past year has not been satisfactory. Therefore, the board of directors makes the proposal to the General Shareholders' Meeting as set out above

   5. Election of independent proxy

      The board of directors proposes to the General Shareholders' Meeting that Buis Bürgi AG, Zurich, (current) be elected as the independent proxy of the Company for a term of office of one year, lasting until the conclusion of the next ordinary general meeting.

      Explanatory notes of the board of directors

      The board of directors is of the opinion that the current independent proxy should be re-elected. Buis Bürgi AG is independent and well acquainted with the tasks and procedures of acting as independent proxy. Nothing has come to the attention of the board of directors that the performance of the independent in the past year has not been satisfactory. Therefore, the board of directors makes the proposal to the General Shareholders' Meeting as set out above.

6. Approval of compensation

   1. Approval of compensation for the board of directors

      The board of directors proposes to the General Shareholders' Meeting to approve a maximum amount of CHF 600,000 for the compensation of the members of the board of directors for the term of office until the next ordinary general meeting.

      Explanatory notes of the board of directors

      The board of directors, based on the recommendations of the Compensation, 9

      Nomination and DEI Committee, believes that the compensation for the board of directors as proposed is in line with market practice, is appropriate in light of the work expected to be provided by the members of the board of directors and is further in line with the principles of compensation set out in the Compa-ny's Articles of Association. Therefore, the board of directors makes the proposal to the General Shareholders' Meeting as set out above.

   2. Approval of compensation for the executive management

The board of directors proposes to the General Shareholders' Meeting to approve a maximum amount of CHF 40,000 for the compensation of the persons whom the board of directors has entrusted with the executive management for the compensation period until the next ordinary general meeting.

Explanatory notes of the board of directors

The board of directors, based on the recommendations of the Compensation, Nomination and DEI Committee, believes that the compensation for the executive management as proposed is in line with market practice, is appropriate in light of the work expected to be provided by the members of the executive management and is further in line with the principles of compensation set out in the Company's Articles of Association. Therefore, the board of directors makes the proposal to the General Shareholders' Meeting as set out above.

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The annual report 2025, including the management report, the statutory financial statements and the consolidated financial statements for the financial year 2025, the compensation report 2025, as well as the reports of the statutory auditors are available for inspection as of April 7, 2026, at the Company's registered office in Zug, Switzerland. These documents can also be accessed online at https://variausproperties.com/investors/financial-statements/

Further, a printed copy of the annual report will be sent to registered shareholders

upon their request after having received this notice.

Shareholders who are entered in the shareholder register as at April 22, 2026, 5:00

p.m. (CEST) (reporting date) are entitled to exercise their shareholder rights with respect to the ordinary general meeting. During the period from April 22, 2026, 5:00

p.m. (CEST) until and including April 30, 2026, no entries of shares will be made in the shareholder register.

If a shareholder wishes to attend the ordinary general meeting in person, the enclosed registration form may be used to request an admission card. For this purpose, please send the duly completed and signed registration form to sharecomm ag, Postfach, CH-6010 Kriens 2, by no later than April 28, 2026, 12:00 p.m. (CEST) (time of receipt). Admission cards can also be ordered online until April 28, 2026, 4:00 p.m. (CEST). The personal login information is sent to the shareholders together with the invitation documents for the ordinary general meeting. The admission cards will be sent out as from April 17, 2026.

Shareholders who do not attend the ordinary general meeting in person may be represented as follows:

Zug, April 2, 2026

Varia US Properties AG

Manuel Leuthold Chairman

On behalf of the board of directors

13

Gubelstrasse 19

6300 Zug

Switzerland

Phone CH +41 (0)22 552 40 30

Phone US +1 727 339 6630

info@variausproperties.com variausproperties.com

MANAGED BY