Instone Real Estate Group AG

Quarterly Report • May 29, 2018

Q1 2018 RESULTS PRESENTATION

MAY 2018

Today's Speakers

Kruno Crepulja Chief Executive Officer since 2008

• Joined Instone's predecessor in 2008
• CEO since 2008
• 21 years experience in real estate development
• Previously Managing Director of Wilma Wohnen Süd GmbH from 2003 to 2008

Oliver Schmitt Chief Financial Officer since 2010

• Joined Instone's predecessor in 1984
• CFO since 2010
• 33 years experience in construction and real estate development

Q1 2018 wrap-up

Successful start into the year, in line with expectations

Confirmed outlook for financial year 2018

Strong project portfolio ensures sustainable profitable growth

4

Q1 performance in line with expectations

In € thousands	Q1 2017 (reported)	Q1 2018 (reported)	IFRS 15 effect	Q1 2018 (pre IFRS 15)	PPA effect	Q1 2018 (pre IFRS 15 + PPA)
Revenues (from completed contracts)	26,154	34,847	-3,869	30,978	1,549	32,528
Operating performance	39,590	69,276	-3,869	65,407	1,549	66,957
Cost of materials	-30,160	-46,961		-46,961		-46,961
Cost of sales	-4,454	-1,343		-1,343		-1,343
profit1 Gross	4,976	20,972	-3,869	17,103	1,549	18,653
Gross margin	19.0%	60.2%		55.2%		57.3%
EBIT	-3,251	9,115	-3,869	5,246	1,549	6,795
EBIT margin	-12.4%	26.2%		16.9%		20.9%
EBT	-8,528	6,019	-3,869	2,150	1,549	3,699
EAT	-8,204	-7,015	-2,652	-9,666	1,055	-8,612
EAT attributable to shareholders	-8,488	-6,373	-2,652	-9,024	1,055	-7,969
EPS (€)2	-0.23	-0.17		-0.24		-0.22
LTV3	134.3%	52.1%

| ¹ Gross profit = Operating performance – cost of materials – cost of sales; ² Shares outstanding = 36,988,336

³ Loan = Provisions + financial liabilities – cash & cash equivalents – liabilities to shareholders; Value = Total assets – cash & cash equivalents – trade payables – other liabilities

Development of KPIs

in € million	Q1 17	Q2 17	Q3 17	Q4 17	FY 17	Q1 18
Volume of sales contracts	90.8	120.4	88.5	58.4	358.1	30.0
Volume of new permits	0.0	174.2	203.8	128.1	506.1	0.0
Handovers	17.9	25.8	82.4	75.5	201.8	30.3
Project portfolio (existing projects, as per)	n/a	3,039.8	3,374.8	3,410.0	3,410.0	3,408.5
in units	Q1 17	Q2 17	Q3 17	Q4 17	FY 17	Q1 18
Volume of sales contracts	193	334	189	110	826	56
Volume of new permits	0	555	548	268	1,371	0
Handovers	10	52	208	190	460	75
Project portfolio (existing projects, as per)	n/a	7,675	8,042	8,390	8,390	8,355

• KPIs varies quarterly based on individual timing of project execution
• Handovers and therefore revenues from completed contracts are in general back-ended

Q1 2018 wrap-up

Successful start into the year, in line with expectations

Confirmed outlook for financial year 2018

Strong project portfolio ensures sustainable profitable growth

We confirm our positive guidance for financial year 2018

Revenues	€320-330m (largely back-ended during year)
Operating performance	>€500m
Volume of concluded sales contracts	>€500m
margin1 Gross profit	~28%
Adj.2 EBIT	€42-48m
Adj2 . EBT	€25-30m
Tax rate	Stable at 30%

¹ Pre PPA (expected PPA in 2018: ~€12m) and including sales commissions ² Pre PPA

Guidance does not take into account the adoption of IFRS 15

FY 2018 revenue development largely back-ended

Main contribution for FY 2018 volume of concluded sales contracts expected in Q2 and Q4

Q1 2018 wrap-up

Successful start into the year, in line with expectations

Confirmed outlook for financial year 2018

Strong project portfolio ensures sustainable profitable growth

Project portfolio remains strong at €3.4 bn expected sales volume

• 45 projects with 8,355 units pointing to an overall expected sales volume of €3.4bn
• 91% of sales volume located in key metropolitan regions
• 23% of sales volume already sold
• 25% of sales volume already under construction

Project portfolio by status (projects >€30m sales volume, representing total: >€3.3bn)

Project	Location	Sales volume (expected)	Land plot acquired	Building right obtained	Sales started	Construction started
Hamburg
NMA gesamt	Hamburg	145 Mio €
Straße Hamburg Essener ,	Hamburg	89 Mio €
Schulterblatt / Amandastraße	Hamburg	Mio 79 €
Berlin
Quartier Stallschreiber Straße / Luisenpark	Berlin	232 Mio €
Wendenschloss Berlin ,	Berlin	119 Mio €
NRW
Sebastianstraße Bonn / Schumanns Höhe ,	Bonn	Mio 63 €
Halle 17 - Clouth Areal	Köln	31 Mio €
Niederkasseler Lohweg Düsseldorf	Dusseldorf	72 Mio €
Düsseldorf Unterbach Wohnen im Hochfeld /	Dusseldorf	149 Mio €
.side Bonn west	Bonn	Mio 178 €

12 |

a) Status as per 31.03.2018 b) Semi filled circle means that the milesstone has been yet achieved for the sections of project (land plot acquisition, start of sales or construction). Concerning the building right the semicircle means that the zoning process has been initiated.

Project portfolio by status (projects >€30m sales volume, representing total: >€3.3bn)

Project	Location	Sales volume (expected)	Land plot acquired	Building right obtained	Sales started	Construction started
Rhine-Main
Wiesbaden-Delkenheim Lange Seegewann ,	Wiesbaden	Mio 89 €
Siemens-Areal	Frankfurt Main am	328 Mio €
Marienkrankenhaus St	Frankfurt Main am	197 Mio €
Frankfurt Wohnen der Straße Lange an ,	Frankfurt Main am	43 Mio €
Rebstock 1 2 BF	Frankfurt Main am	Mio 49 €
Friedberger Landstraße	Frankfurt Main am	Mio 305 €
Elisabethenareal Frankfurt	Frankfurt Main am	Mio 60 €
Siemens Fermont	Frankfurt Main am	61 Mio €
Wiesbaden - Wohnen Kurpark Wilhelms / IX am	Wiesbaden	94 Mio €
Steinbacher Hohl Frankfurt M a. ,	Frankfurt Main am	41 Mio €
Kosmos	Frankfurt Main am	Mio 33 €

a) Status as per 31.03.2018 b) Semi filled circle means that the milesstone has been yet achieved for the sections of project (land plot acquisition, start of sales or construction). Concerning the building right the semicircle means that the zoning process has been initiated.

Project portfolio by status (projects >€30m sales volume, representing total: >€3.3bn)

Project	Location	Sales volume (expected)	Land plot acquired	Building right obtained	Sales started	Construction started
Baden-Wurttemberg
Stuttgart City-Prag - Wohnen im Theaterviertel ,	Stuttgart	115 Mio €
Ulm Wohnen Safranberg am ,	Ulm	Mio 49 €
Mannheim Franklin	Mannheim	Mio 68 €
Herrenberg Schwarzwaldstraße ,	Herrenberg	34 Mio €
Schorndorf S`Lederer ,	Schorndorf	Mio 70 €
Bavaria
Therese München	Munich	136 Mio €
MUC Ottobrunner Str 90/92	Munich	83 Mio €
Leipzig
Heeresbäckerei Leipzig ,	Leipzig	121 Mio €
Parkresidenz Leipzig	Leipzig	196 Mio €

14 |

a) Status as per 31.03.2018 b) Semi filled circle means that the milesstone has been yet achieved for the sections of project (land plot acquisition, start of sales or construction). Concerning the building right the semicircle means that the zoning process has been initiated.

2,000

APPENDIX

ADDITIONAL FINANCIAL INFORMATION (PAGES 17-20) ADDITIONAL COMPANY INFORMATION (PAGES 22-51)

Income statement Commentary

In €m	2017 Q1	2018 Q1
Total revenue	26.2	34.8
Changes in inventories	13.4	34.4
1 Operating performance	39.6	69.3

	Other operating income	1.4	2.7
2	Cost of materials	-30.2	-47.0
3	Staff costs	-6.4	-7.2
	Other operating expenses	-7.6	-8.6
	Income from associated affiliates	0.0	-0.1
	Other net income from investments	0.0	0.1
	EBITDA (reported)	-3.2	9.2
	Depreciation and amortization	-0.1	-0.1
	EBIT (reported)	-3.3	9.1
	Finance income	0.0	0.1
	Finance costs	-5.3	-3.2
	Write-down of long-term securities	0.0	0.0
	Finance result	-5.3	-3.1
	EBT (reported)	-8.5	6.0
4	Income taxes	0.3	-13.0
	Net income (reported)	-8.2	-7.0

1

2

Operating performance consists of booked revenues from realized projects as well as change in inventories due to projects currently ramping up

Due to the first-time adoption of IFRS 15 in Q1 2018 the operating performance includes also revenues from recognitions over time.

The cost of materials in Q1 2018 were higher compared to Q1 2017 by aprox. €17 million resulting from the higher work in progress for the projects under construction.

Staff costs increased in Q1 2018 compared to Q1 2017 slightly due to the increase in employees of the group. 3

The increase of income taxes with regard to the comparative period of the previous year is mainly due to the taxable income of the subsidiaries. 4

17 | Source: Audited historical financials, Company information.

Balance sheet (1/2) Commentary

In €m

	2017A	2018 Q1
Intangible assets	0.0	0.0
Tangible assets	1.6	1.6
Investments accounted for using the equity method	0.4	0.3
Other financial assets	0.3	0.3
Financial receivables	0.7	0.7
Non-current assets	4.0	3.9

5	Inventories	659.4	386.3
	Financial receivables	32.4	6.7
6	Trade receivables	4.2	117.7
	Other receivables and other assets	15.5	23.3
	Income tax assets	0.0	0.0
	Cash and cash equivalents	73.6	140.2
	Current assets	785.1	675.2
	Total assets	789.1	679.1

Source: Audited historical financials, Company information.

5 The decrease in inventories is essentially the result of the first-time adoption of IFRS 15 for the reporting period from 1 January 2018 to 31 March 2018. Taking this new standard into account, the previously as inventories reported projects with already concluded purchase agreements with customers are now reported as receivables.

6 The first-time adoption of IFRS 15 leads to an increase in trade receivables due to the project previously reported as inventories with already concluded customer contracts. However, the increase in receivables is lower than the reduction in inventories, as prepayments received are netted off against trade receivables.

Balance sheet (2/2) Commentary

7

In €m 2017A 2018 Q1 Share capital 0.0 37.0 Capital reserve 85.4 192.3 Retained earnings / loss carryforwards -34.3 -14.6 Other equity components -0.3 -0.3 Equity attributable to shareholders 50.7 214.3 Non-controlling interests 1.5 0.9 Total equity 52.2 215.2

Provisions for pensions and similar obligations	4.2	4.3
Other provisions	1.3	1.3
Financial liabilities	241.0	183.7
Other liabilities	0.0	0.0
Deferred tax liabilities	7.7	31.4
Non-current liabilities	254.2	220.9

	Current liabilities Total equity and liabilities	482.7 789.1	243.1 679.1
	Income tax liabilities	13.8	15.8
	Other liabilities	9.4	13.0
9	Trade payables	275.7	77.7
	Financial liabilities	134.7	121.5
8	Other provisions	49.2	14.9

9

Financial liabilities for the period under review were reduced to €305.2 million (2017: €375.7 million). This positive change resulted mainly from the repayment of the shareholder loan amounting to €55.6 million from the proceeds of the new issue of the shares in February 2018. 7

The short-term provisions has been reduced by €34.3 million, as the deferred transactionrelated costs resulted in payments during the reporting period. These payments were both neutral in terms of profit and liquidity for the Group, as the former sole shareholder exempted the Group from these costs. 8

Trade payables decreased to €77.7 million in the period under review (2017: €275.7 million). This was primarily due to the first-time adoption of IFRS 15 for the reporting period and the involved offsetting of advance payments received with the trade receivables to customers.

19 | Source: Audited historical financials, Company information.

ADDITIONAL COMPANY INFORMATON

We confirm our Medium Term Plan

Target annual delivery volume	>2,000 units
Target annual sales volume	€900-1,000m
Target gross margin (incl. sales commissions)	~25%
Target platform costs	~€50m
Cost of debt as % of gross debt	~7%
Tax rate	~30%
Target Inventory	~€1.5bn
Target NWC as % of sales volume	~60%

Source: Management estimates.

Note: Financial outlook prepared excluding impact of PPA amortization.

PPA impacts not only EBIT but also inventories and operating performance.

(1) ~29% excluding sales commissions.

(2) Without staff cost inflation.

Identified aquisition potential of >€13.0bn(1) GDV is the fundament for sustainable profitable growth

Filling up the pipeline to ensure future growth

	Hannover	Leipzig	Town south of Stuttgart	Town western of Munich
Sales Volume	~€110m	~€60m	~€80m	~€220m
Units	~280	~160	~300	~600
Living space	~23,000 sqm	~12,000 sqm	~23,000 sqm	~45,000 sqm
Exp. project start	2018	2018	2019	2019
Exp. completion	2024	2022	2023	2025

• Exclusive negotiations for 4 significant projects
• Expected signing in next 2-3 months, depending on results of due diligence
• Total: ~1,340 units, ~€470m sales volume, ~103,000 living space
• Intend to reinvest primary proceeds within next 12-18 months

Localization acquistion project

25 |

The Instone opportunity:

Note: Key metropolitan regions include Berlin, Cologne, Dusseldorf, Frankfurt, Hamburg, Leipzig, Munich, Stuttgart.

(3) Management estimate assumes 90,000 units unmatched demand over 3 years and €400,000 average sales price per unit.

(4) Based on expected sales volume for ongoing projects when fully developed; as of 31 March 2018.

(1) For Germany's key metropolitan regions, based on average purchase prices for new units as reported by Bulwiengesa. (2) Bulwiengesa, Potential Analysis German Housing Market, compiled for Instone Real Estate GmbH ("Instone") as of 24 October 2017.

Instone is a leading residential developer in Germany

Instone has successfully positioned itself as a leading and scalable real estate development platform with rapid growth prospects

27 | Source: Company information.

• (1) Based on expected sales volume for fully developed projects as of 31 December 2014.
• (2) Based on expected sales volume for fully developed projects as of 31 December 2016.
• (3) Based on expected sales volume for ongoing projects when fully developed; as of 31 March 2018

Fast-growing German metropolitan housing market

28 | (1) Bulwiengesa, Potential Analysis German Housing Market, compiled for Instone as of 24 October 2017.

(2) Bertelsmann population report.

(3) Deloitte, Property Index July 2017.

(4) CBRE Germany Real Estate Market Outlook 2017.

Structural housing need with material unmatched demand

Unmatched demand of 90,000 units through 2020 in Instone's core markets further fuelled by urbanisation and immigration trends

29 | (1) Bulwiengesa, Potential Analysis German Housing Market, compiled for Instone as of 24 October 2017 (Berlin, Dusseldorf, Frankfurt, Hamburg, Cologne, Leipzig, Munich, Stuttgart).

(2) Winning Frankfurt; WHU-Otto Beisheim School of Management.

(3) Bulwiengesa (project development study).

Favourable regulatory framework leading to attractive cash flow profile

Significant amount of construction costs covered by customers' regular payments

30 | (1) MaBV - Real estate agent and commercial construction industry ordinance ("Makler- und Bauträgerverordnung"). (2) Unless significant delays occur and are not solved within a set reasonable deadline.

Leading nationwide platform in a fragmented market

	Secured projects not yet under construction (1)	Commentary	Presence in key metropolitan regions
In 000s sqm			Cologes eaglest According Assembly of the Assembly Bective
EXPLORED STATE	318	Presence in key metropolitan regions with multiple sales channels and breadth of products (incl. redevelopment). Highly competent in solving complex situations	D H $\mathbf{B}$
CG GRUPPE	298	Limited presence in owner-occupier market	$C$ D F H I
O GROTH GRUPPE	249	Presence only in Berlin
B BONAVA	223	No presence in Munich, focused on out-of-town affordable residential developments	$C$ D F B H.
	199	Subscale competitor, no nationwide presence
ZECH GROUP	164	Subscale competitor without unified platform	$C$ D $F$ H $M \, S$ $\vert$ B
Ten Brinke	153	Subscale competitor, no nationwide presence	$C$ D F $\vert$ B
⊫bpd	150	Subscale competitor	$C$ D F B
PATRIZIA	137	Asset manager with ad-hoc development projects	$C$ D
KONDOR 1	94	No nationwide presence

31 | Source: Bulwiengesa, Potential Analysis German Housing Market, compiled for Instone as of 24 October 2017 based on companies' own declarations and Bulwiengesa estimates for Leipzig. (1) Includes projects in Berlin, Cologne, Dusseldorf, Frankfurt, Hamburg, Leipzig, Munich, and Stuttgart.

Rigorous control over the entire development process

Diligent risk management at every step of the development process

• 32 | Source: Company information.
• Note: Statistics refer to projects completed in 2015, 2016 and 2017 unless otherwise stated.
• (1) As measured by sqm achieved vs. planned.
• (3) For ground-up development projects delivered between 2015 and 2017.
• (2) Excluding €1.8m (less than 0.1% of total number) for one unsold commercial unit.
• (4) For projects delivered between 2015 and December 2017.

Instone has achieved consistent project-level returns and margins…

Strong and consistent gross margin performance

• 33 | Source: Company information as of 30 September 2017.
• (1) Weighted average by expected sales volume.
• (2) Lower initially planned margin due to general contracting, rather than usually preferred method of single awarding.

… enabled by continued efficiency improvements

Scaling effects and cost improvements are paired with favourable market conditions

• 34 | Source: Company information.
• Note: Projects approved since 2011 but completed between 2015 and September 2017, weighted by sales volume.
• (1) Analysis conducted for Instone Development projects only.

35 |

Instone's products are well priced according to local markets

Micro locations and build quality drive differences between single projects and market averages

Core competency in successfully acquiring top priority projects from wide range of market opportunities

36 | p.a. average of 1bn in acquired project volume over the last 3 years

Note: Breakdown based on 2015-2016 acquisitions.

37 | Strong access to land due to master planning expertise and deep local networks Source: Company information.

Leading nationwide platform with scalability potential

Low-risk scale-up strategy by adding modular project teams at branch level

(1) As of 30 September 2017. (2) Management estimate.

• (3) Includes staff costs of approx. €25m, professional costs of approx. €4m, property costs of €3m and transportation costs of €2m. (4) Based on an average/ expectation number of 1,000 units (2014 to 2016) and an average sales price of €400,000.

• (5) Without staff cost inflation. (6) Based on projected unit deliveries from €3.4bn project portfolio and potential future acquisitions.

Strong target project level and group returns

39 | Source: Management estimates.

Note: Financial outlook prepared excluding impact of PPA amortization.

(1) ROCE defined as EBIT pre PPA / (2-year average GAV) with GAV defined as equity (NAV) + net debt.

Attractive newbuild economics in key German metropolitan regions

40 | Source: Bulwiengesa, Destatis.

⁽¹⁾ Note: Housing price index and rental index represent new units and are calculated as averages of Germany's key metropolitan regions. Key metropolitan regions includes city-level data for Berlin, Cologne, Dusseldorf, Frankfurt, Hamburg, Leipzig, Munich and Stuttgart. Construction cost index and consumer price index represent data for Germany on a country-wide basis.

⁽²⁾ Includes material and labour costs, excludes land costs.

BNPP RE independent appraisal report methodology

Typical project cash flow profile

42 |

Project cash flows driven by pre sales and the MaBV framework Source: Company information.

Operating performance under CC method

CC method applied to all projects started after August 2015

Illustrative snapshot of operating performance/ project EBT (cumulative)
									Revenue and EBT realised at project delivery
Land acquisition			Start of construction			Sale completion (100% sold)		Delivery
In $\epsilon$ m	$\Delta$	Cum.	In $\epsilon$ m	Δ	Cum.	In $\epsilon$ m	Δ	Cum.	In $\epsilon$ m	$\Lambda$	Cum.
Revenue		$\overline{\phantom{0}}$	Revenue		$\overline{\phantom{m}}$	Revenue	$\qquad \qquad$	$\overline{\phantom{0}}$	Revenue	100	〔100〕------
Change in inventory	22	22	Change in inventory	5	27	Change in inventory	29	56	Change in inventory	(56)	$\overline{\phantom{m}}$
Operating performance	22	$22 \overline{ }$	Operating performance	5	27	Operating performance	29	56	Operating performance	44	100 1
Cost of materials	(20)	(20)	Cost of materials	(3)	(23)	Cost of materials	(28)	(51)	Cost of materials	(20)	(71)
Staff costs $(1)$	(1)	(1)	Staff costs $(1)$	(1)	(2)	Staff costs (1)	(1)	(3)	Staff costs $(1)$	(1)	(4)
Net other expenses $(1)$	(2)	(2)	Net other expenses $(1)$	(1)	(3)	Net other expenses (1)	(1)	(4)	Net other expenses $(1)$	(1)	(5)
Finance costs	$\overline{\phantom{0}}$	$\overline{\phantom{0}}$	Finance costs	(1)	(1)	Finance costs	(1)	(2)	Finance costs	$\overline{\phantom{0}}$	(2)
EBT	(1)	(1)	EBT	(1)	(2)	EBT	(2)	(4)	EBT	22	$18$ $\rightarrow$ $-1$

Attractive funding terms

Debt funding requirement limited in terms of quantum and duration

44 |

Source: Company information. Note: Financial outlook prepared excluding impact of PPA amortization.

(1) In the first year including the one-off costs, only interests due of approx. 300-350 bps (blended) for subsequent years.

Summary independent appraisal report of project portfolio

Acquisition costs of €82m for land plots not valued by BNPP RE (project volume €409m) lead to a GAV of €955m

45 | Source: Company information based on balance sheet as of 30 September 2017, BNPP RE independent valuation appraisal.

(1) Does not relate to the six future projects not valued by BNPP RE with an estimated sales volume of €409m.

Overview of social housing requirements for Germany's main cities

	Overview of social housing quotas in key cities per newbuild project	Commentary
Berlin	30% of rental apartments	• All German cities require some form of social housing
Dusseldorf	40% of total (with $20\%$ -30% subsidised rental apartments)	quota • These vary from city to city and region to region,
Frankfurt	30% of rental apartments	ranging anywhere from 25% to 50%
Hamburg	33% of rental apartments	Regulations have been under scrutiny causing debate and the ongoing change and reworking of rules and
Cologne	30% of rental apartments	quotas, especially in attractive key metropolitan regions
Munich	30% of total as subsidised (rental) apartments
Stuttgart	20% of rental apartments

Favorable fundamentals for the German residential development sector vs. other European markets

		$\sim$ $\approx$ ∞⊠
Residential market overview (1)	Growth stage driven by historically low supply	Growth stage halted by Brexit uncertainty	Growth stage driven by historical lack of new development	Growth stage driven by limited historical new development	Pick-up driven by politically and fiscally supported demand
Stability $(2)$	Stable	Volatile Volatile		Volatile	Stable
Affordability (70 sqm unit price as gross annual salary multiple $(3)$	4.7x	10.0x	6.5x	5.1x	8.0x
Taxation (4)	$3.5 - 6.5\%$	$5.0\%$	$2.0\%$	$0.5-2.0\%$ stamp duty 1-2% VAT new builds 10% VAT new builds
Land use control $(4)$	National and local	National and local (former owners, parish councils, local neighborhood)	Local	National, regional, sub-regional and local	National and local
Deposit	$Size: 30\%$ $\blacksquare$ Cancellation: Not possible	$Size: 5\%$ Cancellation: Possible	$Size: 10\%$ Cancellation: Possible	$Size: 10\%$ Cancellation: Possible	$Size: 35\%$ Cancellation: Restricted
Financing $(5)$	$\blacksquare$ LTC: 70%-80% Premium: $1.0\% - 1.5\%$	$\blacksquare$ LTC: 60%-70% Premium: $3.5\% - 4.5\%$	$\blacksquare$ LTC: 50%-60% Premium: $4.0\% - 5.5\%$	$\blacksquare$ LTC: 60%-70% Premium: $2.0\% - 4.0\%$	LTC: N/A Premium: $N/A$

47 |

(5) KPMG Property Lending Barometer 2017.

(1) Management assessment. (2) Management estimate.

(3) Deloitte Property Index 2017. (4) CBRE Research EMEA Investment Guide 2016.

Deep and committed bench of management professionals who will continue delivering top quality development projects

Supervisory Board

Supervisory Board		Assessment of Independence	Comments
	Stefan Brendgen (German nationality) Current experience/board mandates - IVG Immobilien AG - board member (until Sep 2017) - TRIUVA Kapitalanlagegesellschaft mbH-chairman of the supervisory board - HAHN Immobilien Beteiligungs-AG - board member - CLIMEON AB, Sweden - board member - aamundo Asset Management KGaA - chairman of the supervisory board	$\blacksquare$ Previous experience - CEO of Allianz Real Estate Germany - Tishman Speyer, head of Germany - Jones Lang Wootton (today JLL) and DTZ International Property Advisers		Real estate sector/real estate development experience Supervisory board experience (including as chairman) ■ Will act as chairman of the supervisory board Independent board member
	Dr. Jochen Scharpe (German nationality) Current experience/board mandates - LEG Immobilien AG - board member - Managing Partner, AMCI GmbH/ Managing Partner, ReTurn Immobilien GmbH	$\blacksquare$ Previous experience - FFIRE AG - vice chairman of the supervisory board - GENEBA Properties N.V. - board member - Siemens Real Estate GmbH, Managing Director - Eisenbahnimmobilienmanagement GmbH (Vivico GmbH, now CAImmo Deutschland GmbH), Managing Director - KPMG, Senior Manager		Real estate sector experience Supervisory board experience (including as chairman of the supervisory board) Financial expertise ■ Will act as head of the audit committee Independent board member
	Marija Korsch (US American nationality) Current experience/board mandates - Aareal Bank AG - chairperson of the supervisory board since 2013 - FAZIT Stiftung Gemeinnützige Verlagsgesellschaft mbH and Just Software AG - board member	$\blacksquare$ Previous experience - Head of Corporate Finance, Bankhaus Metzler seel. Sohn & Co. AG - Managing Director, Bankers Trust		Candidate is independent from current shareholders, therefore majority of supervisory board members will be independent High level board experience $\blacksquare$ Capital markets and financial expertise $\blacksquare$ Will be member of Nominations Committee
	Stefan Mohr (German nationality) $\blacksquare$ Current experience/board mandates - Head of Corporate Real Estate at Activum SG Advisory GmbH	Previous experience - Head of M&A and Corporate Investments at HSH Nordbank AG - Head of Financial Institutions M&A business at Sal. Oppenheim - Various positions at Bankhaus Metzler and PwC	$\infty$	M&A and capital market expertise Real estate sector/real estate development expertise ■ Will act as Vice Chairman of Supervisory Board ■ Will be member of Audit Committee
	Richard Wartenberg (German nationality) Current experience/board mandates - Activum SG Advisory GmbH, Managing	$\blacksquare$ Previous experience - apellas Asset Management - Managing Director at Polis and Bouwfonds Asset Management Germany - Behne Group (now HIH Hamburgische Immobilien Handlung)	x	Real estate sector/real estate development experience M&A experience/financial expertise $\blacksquare$ Will be member of Nominations Committee

Remuneration and incentive structure

Components	% of total target compensation	Description
Base Salary	■ c. 36% to 45%	$\blacksquare$ Paid out on a monthly basis • Comprises all fixed contractually guaranteed annual payments
New STI	c . 25% to 41%	• Paid out annually. New STI linked to performance targets: ■ 80% company specific criteria, 20% personal criteria EBT, ROCE as company specific criteria ■ Company specific criteria are weighted 66% EBT and 34% ROCE, in relation to the defined business plan ■ Over- (under-)achievement of EBT and ROCE targets leads to increase/ reduction of EBT and ROCE target pay-out Significant underachievement result in no pay-out (hurdle rate at 80% target achievement) • Cap on pay-out of new STI at 150% of target compensation
New LTIP	■ c. 23% to 30%	Introduction of a new share-based LTIP to align management and public investor interests • Participants: ■ CEO, CFO, CDO, CSO up to 4 additional key executives • Potentially available for new senior management members joining the company post-IPO (to be decided by future supervisory board) Target amount in % of base salary: c. 57% to 67% Annual base allocation of virtual shares depending on performance based on 3 prior years (1) (+1% for 1% outperformance), capped at c. 150% of the base allocation KPIs to be used: EBT in relation to the defined business plan • Allocated Amount invested in virtual shares over a 3 year period After 3 years Allocated Amount vests and management receives a cash payment from the respective tranche of virtual shares ('Payout Amount') • The Payout Amount for each annual tranche depends on the total shareholder return (share price plus dividend payment) of the Instone shares over that period, subject to a cap (Payout Amount capped at 200% of Allocated Amount)
Components	Description
Treatment of Current LTIP	Existing LTIP will be converted and paid-out to Management at IPO	■ 70% of net after tax proceeds will be reinvested by Management into Instone shares at IPO n These shares will be locked up for a period of three years; each year $1/3$ of these shares will be released from the lock-up Activum will compensate Instone for the costs related to the LTIP; there will be no net cash outflow from the Company

Our shareholders:

Free Float: 50.35%

1 Indirectly held by Cooperatieve Activum SG Fund III Investments U.A., Cooperatieve Formart Investments U.A., Cooperatieve ASG Fund V Investments U.A. 2 Indirectly held by Fidelity Institutional Asset Management Trust Company, FMR CO., INC, FMR INVESTMENT MANAGEMENT (UK) LIMITED 3 Indirectly held by T. Rowe Price International Ltd.

Financial calendar 2018:

30 May	Unicredit Kepler Cheuvreux German & Austria Property Days, Paris
5/6 June	Roadshow London
21 June	Morgan Stanley Europe & EEMEA Property Conference, London
29 June	Annual General Meeting
August	Publication half-yearly financial report
November	Publication Q3 quarterly statement

For any questions please contact:

Thomas Eisenlohr Head of Investor Relations Instone Real Estate Group N.V. Baumstraße 25, 45128 Essen T +49 201 45355-365 | F +49 201 45355-904 Thomas.Eisenlohr@instone.de

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