Dear Shareholders

We are happy to present you with the Compensation Report of Ina Invest Holding Ltd for the financial year 2021.

2021 is the first full business year for Ina Invest Holding AG (listed on the Swiss Stock Exchange since 12th June, 2020). It has been a very successful year: while still in a development phase, Ina Invest Holding AG outperformed the initially planned growth targets, in particular by acquiring CERES Group holding Ltd.. The Company also achieved an outstanding ranking in the GRESB Benchmark Analysis 2020 published on October 1, 2021. Ina Invest Holding AG ranked first of its peer group in Western Europe and obtained with 5 of 5 stars the “Green Star” status. 

The accelerated growth led the Board of Directors to enlarge the Management Board and appoint a CFO for Ina Invest Group as from January 2022. The organization of Ina Invest Holding AG’s – still in a development phase – will remain as initially set up rather simple, with a Board of Directors composed of five members and a management team composed of a CEO and a CFO (in 2021: CEO was the only employee). In 2022, the Ina Invest Group will further integrate 17 employees in the area of local management of the CERES site as a result of the acquisition of CERES Group Holding Ltd.

Based on this simple organization, the Board of Directors deliberately set up a lean compensation system for the development phase (two to three years). In particular, it decided against implementing a Long-Term Incentive Plan (LTIP) during the development phase to avoid overengineering by setting up a complex compensation architecture for only one employee (CEO). The Management Board’s compensation therefore still consists of a base salary and a Short-Term Incentive Plan (STIP); the STIP compensation will be paid 50% in cash and 50% in Restricted Share Units (RSUs) with a 3-year vesting period as well as clawback mechanism. The Board of Directors considers it important to set ambitious goals for the Management Board, especially with respect to strategy and sustainability that are reflected in the STIP target settings (as shown in the Compensation report). In particular, sustainability targets represent more than one fifth (21,5%) of the targets that determine the variable compensation. This important weight granted to sustainability in the variable compensation reflects and incentivizes Ina Invest’s commitment to sustainable real estate and ambition to maintain and continuously develop one of the most sustainable real estate portfolio in Switzerland.

The compensation system for the Board of Directors will also remain unchanged, still consisting of a lump-sum fee; a third of the annual fee will be paid out in shares with a 3-year vesting period to ensure long term alignment with the shareholders’ interests. The members of the Board of Directors receive no variable compensation nor any contributions to insurance or pension institutions.

As shareholders, you will vote annually at the general meeting on the compensation of the Board of Directors and Management Board. 

The CEO’s compensation for the financial year 2021 and the compensation of the members of the Board of Directors for the period from the 2021 general meeting to the 2022 general meeting comply with the maximal total compensation approved by the annual general meeting. For the financial year 2022, the annual general meeting approved a maximal compensation of CHF 1.1 million for the Man-agement Board. It is currently expected that adding a second member to the Management Board will make it necessary to draw on the additional amount in accordance with the provisions of Art. 15 (5) of the Articles of Association for the financial year 2022. 

The above-mentioned enlargement of the Management Board also has an impact on the maximal compensation requested for the Management Board for the financial year 2023: instead of the current maximal amount of CHF 1.1 million per Management Board member, we are asking for a maximal amount of CHF 1.6 million for two Management Board members. In contrast, the above-proposed maximal compensation of the members of the Board of directors for the period from the 2022 general meeting to the 2023 general meeting 2023 will remain unchanged. 

In addition to its tasks related to compensation and other regular standard agenda items (such as succession planning, board evaluation and review of external mandates), the focus of the Nomination and Compensation Committee in the financial year 2021 wasto support the Board of Directors and in hiring a CFO for the Ina Invest Group. A proven expert with detailed knowledge of Ina Invest was recruited, Daniel Baumann. As a finance business partner of Implenia’s Real Estate Division, Daniel Baumann cooperated closely on both the spin-off and the subsequent IPO and assisted the CEO with financial matters after the IPO. 

Looking ahead, we will continue to regularly evaluate and review our compensation practices and develop them further on an ongoing basis. We will, together with the Chairman of the Board of Di-rectors, regularly discuss these matters with our investors in the future.

On behalf of the Nomination and Compensation Committee I thank you, dear shareholders, for your trust and support. 

Marie-Noëlle Zen-Ruffinen

Chair of the Nomination and Compensation Committee

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