Corporate Governance Declaration

Pursuant to §§ 289f and 315d of the German Commercial Code (HGB), this corporate governance declaration includes the declaration of conformity pursuant to § 161 of the German Corporation Act (AktG), information on significant corporate governance practices and on the working methods and composition of the Supervisory and Management Boards, including information on the Company's corporate governance, the diversity concept for the Supervisory and Management Boards, and the statutory requirements for equal participation of women and men in management positions.

Declaration of compliance pursuant to § 161 of the Corporation Act

The Management and Supervisory Boards of Accentro Real Estate AG issued the following declaration in March 2021 pursuant to § 161(1) of the Corporation Act, which was published on the Company's website at www.accentro.ag/investor-relations/corporate-governance/entsprechenserkärung/:

I. Code of 7 February 2017

The Management and Supervisory Boards of Accentro Real Estate AG declare: "Since issuing its last declaration of compliance on 6 March 2020, Accentro Real Estate AG has complied with the recommendations of the German Corporate Governance Code as amended on 7 February 2017 and published in the Bundesanzeiger on 24 April 2017, as corrected by the announcement on 19 May 2017, with the following exceptions:

Code Section 3.8 (D&O insurance)

The D&O insurance policy concluded as a group contract currently does not provide for a deductible for the members of the Supervisory Board. The Company is of the opinion that no such deductible for the members of the Supervisory Board is necessary to encourage them to properly perform their supervisory duties,  especially since the recommendation has been dropped with the current version of the Code dated 16 December 2019 (published on 20 March 2020).

Code Section 4.1.3 (Compliance management and whistleblower system)

The Management Board is currently refraining from setting up a compliance management system and whistleblower system. In view of the manageable corporate structures and business processes as well as flat hierarchies, the need for a compliance management and whistleblower system has so far been comparatively low. The close involvement of the Management Board in the main business transactions and projects as well as business routines ensures ongoing monitoring of any risks of potential legal violations within the Company. Regular exchange takes place between employees and the Management Board, and an internal culture of trust is fostered.

Code Section 4.1.5 (Diversity)

The Management Board of Accentro Real Estate AG pursues the goal of promoting women and has set itself the goal of recruiting additional women for management positions. However, the Management Board is of the opinion that the aspect of diversity, which includes consideration of women, should not be the sole decisive criterion for filling managerial positions, so that it has deviated in this respect from the Code recommendation to strive for an appropriate consideration of women when filling management positions. In the interests of the Company, leadership and management skills as well as professional competence in the respective business areas and areas of responsibility and acquired professional experience are of primary importance.

Code Section 4.2.1 (Composition of the Management Board)

At variance with Section 4.2.1 of the Code, the Management Board of Accounts Real Estate AG currently consisted of only one person until 16 November 2020. With effect from this date, Mr Hans-Peter Kneip has been appointed Chief Financial Officer (CFO). The Supervisory and Management Boards were of the opinion that the size of the Company justified a single-member Management Board.

Code Section 4.2.3 (Composition of the Management Board)

The total remuneration of the Management Board currently comprises fixed and variable components, but no remuneration components with a long-term incentive effect or association with risk. In addition, the recommendation that the variable components of the total remuneration should take into account any negative development of the Company has not been and will not be complied with. In the opinion of the Supervisory Board, neither of these is necessary to ensure the loyalty of the Management Board and its commitment to the Company. No maximum compensation limits or a severance payment cap for departing Management Board members have been agreed at present, as the Supervisory Board does not consider this necessary.

Code Section 5.1.2 (Composition of the Management Board, age limit and succession planning)

Due to the age structure of the Management Board, no age limit has been set and no long-term succession plan has been made at this time.

The Supervisory and Management Boards expressly welcome all efforts to counteract gender discrimination and any other form of discrimination and to appropriately promote diversity. When appointing members of the Management Board, the Supervisory Board attaches exclusive importance to the competence, qualifications and experience of the persons in question; other characteristics such as gender or national affiliation were and are therefore of no significance for this decision.

Code Sections 5.3.1, 5.3.2 and 5.3.3 (Committees)

The Supervisory Board has so far refrained from setting up committees (e.g. an audit committee or a nomination committee) and will continue to do so in the future, because the Supervisory Board believes that, given the number of three members, it is possible to work efficiently even if all members are represented, and the formation of committees, which must comprise at least two persons, or a quorum of at least three, does not seem appropriate for a Supervisory Board of this size.

Code Section 5.4.1 (Composition of the Supervisory Board)

At present, the Company does not comply with the Code's recommendation on the formulation of concrete objectives for the composition of the Supervisory Board and a competence profile for the entire body and the publication thereof in the Corporate Governance Report, which in particular includes adequate participation of women. The legal requirements for meeting a specified minimum participation rate for women will be complied with in the coming elections to the Supervisory Board. In the opinion of the Supervisory Board, neither the age limit nor the limitation on the length of service are necessary for the effective and successful work of the Supervisory Board. The Supervisory Board will examine to what extent these recommendations can be complied with in the future.

Code Section 5.4.2 (Composition of the Supervisory Board)

The Supervisory Board should not include any members who hold board positions with major competitors. However, former Supervisory Board member Dr Dirk Hoffmann and Supervisory Board members Axel Harloff and Carsten Wolff have held executive positions at major competitors. Dr Hoffmann was Chairman of the Supervisory Board of WESTGRUND AG, Berlin, and Chairman of the Supervisory Board of Squadra Immobilien GmbH & Co. KG. Mr Harloff was Chairman of the Supervisory Board of Consus Real Estate AG, Berlin as well as Member of the Board of Management of ERWE Immobilien AG Frankfurt am Main. Mr Wolff served on the Board of Directors as CFO of A.D.O. Group LTD, Tel Aviv, Israel, and Eurohaus Frankfurt AG, Berlin, both of which are wholly owned subsidiaries of ADLER Real Estate AG, as well as a member of the Supervisory Board of ERWE Immobilien AG, Frankfurt am Main. In the opinion of the Company, however, no material conflicts of interest have arisen as a result.

Code Section 7.1.2 (Supervisory Board involvement with interim reports and publication of interim reports)

Accentro Real Estate AG generally publishes its interim reports 45 days after the end of the reporting period. In exceptional cases, there may be a slight delay due to special organisational procedures. The legal requirements for the semi-annual financial report in accordance with § 115 of the German Securities Trading Act (WpHG) are complied with in all cases.

II. Code of 16 December 2019

The Management and Supervisory Boards of Accentro Real Estate AG moreover declare: “Accentro Real Estate AG intends to comply in the future with the recommendations of the German Corporate Governance Code as amended on 16 December 2019 and published in the Bundesanzeiger on 20 March 2020, with the following exceptions:

Code Recommendation A.2 (Compliance management system and whistleblowing system)

The Management Board is currently refraining from setting up a compliance management system and whistleblower system. In view of the manageable corporate structures and business processes as well as flat hierarchies, the need for a compliance management and whistleblower system has so far been comparatively low. The close involvement of the Management Board in the main business transactions and projects as well as business routines ensures ongoing monitoring of any risks of potential legal violations within the Company. Regular exchange takes place between employees and the Management Board, and an internal culture of trust is fostered.

Code Recommendation B.2 (Succession planning)

Due to the age structure of the Management Board, no long-term succession plan has been made at this time. Accordingly, there is no disclosure in the corporate governance statement.

Code Recommendation B.5 (Age limit for members of the Management Board)

Due to the age structure of the Management Board, no age limit has been set at this time.

Code Recommendations C.2 (Age limit for Supervisory Board members)

In the opinion of the Supervisory Board, an age limit is not necessary for the effective and successful work of the Supervisory Board. The Supervisory Board will examine to what extent this recommendation can be complied with in the future.

Code Recommendation C.12 (No board functions or advisory functions with significant competitors)

Members of the Supervisory Board should not exercise any board or advisory functions for significant competitors of the Company and should not have a personal relationship with a significant competitor. However, the Supervisory Board members Axel Harloff and Carsten Wolff hold executive positions at major competitors. Mr Harloff is Chairman of the Supervisory Board of Consus Real Estate AG, Berlin, Managing Director of ERWE Immobilien GmbH, Frankfurt am Main, and a member of the Management Board of ERWE Immobilien AG, Frankfurt am Main. Mr Wolff serves on the Board of Directors as CFO of A.D.O. Group LTD, Tel Aviv, Israel, and Eurohaus Frankfurt AG, Berlin, both of which are wholly owned subsidiaries of ADLER Real Estate AG, as well as a member of the Supervisory Board of ERWE Immobilien AG, Frankfurt am Main. In the opinion of the Company, however, no material conflicts of interest will arise as a result.

Code Recommendations D.2, D.3, D.4, D.5 and C.10 (Formation of Supervisory Board committees)

The Supervisory Board has so far refrained from setting up committees (e.g. an audit committee or a nomination committee) and will continue to do so in the future, because the Supervisory Board believes that, given the number of three members, it is possible to work efficiently even if all members are represented, and the formation of committees, which must comprise at least two persons, or a quorum of at least three, does not seem appropriate for a Supervisory Board of this size. Accordingly, there is no chairperson of an audit committee who has special knowledge and experience in the application of accounting principles and internal controlling procedures and who is familiar with and independent of the audit of the financial statements. As there are no Supervisory Board committees and therefore no committee chairpersons, the recommendations in section C.10 regarding the independence of committee chairpersons are deviated from.

Code Recommendation D.11 (Regular assessment by audit committee)

As there is no audit committee, it cannot regularly assess the quality of the audit; this is done by the full Supervisory Board.

Code Recommendation F.2 (Publication of financial information during the year)

Accentro Real Estate AG generally publishes its in-year financial information 45 days after the end of the reporting period. In exceptional cases, there may be a slight delay due to special organisational procedures. The legal requirements for the semi-annual financial report in accordance with § 115 of the German Securities Trading Act (WpHG) are complied with in all cases.” With regard to the 2020 annual financial statements, the Company by way of exception is refraining from publishing them within 90 days of the close of the financial year due to the COVID 19 pandemic, which led to work difficulties as a result of the lockdown in Germany, which has been in place since the start of November 2020 and has been tightened by stricter regulations. The legal requirements in accordance with § 114 of the German Securities Trading Act (WpHG) are complied with in all cases.

Code Recommendation G.1 (Determination of the specific total remuneration)

Pursuant to the requirements of law, the Supervisory Board will in the future set a maximum total remuneration for the Management Board. A presentation of how the target remuneration is determined, as well as a breakdown for each individual member of the Management Board, including an explanation of the relative proportions of the compensation components, has not been and will not be provided. At the time of the resolution on the remuneration system, the Supervisory Board was in the final stages of negotiations on the LTI, so that a target remuneration could not yet be definitively determined. In the view of the Supervisory Board, no breakdown is necessary given the number of Management Board members (two).

Code Recommendation G.6 (Variable remuneration)

The Management Board contracts do not provide for a long-term variable remuneration component, so that the recommendation is deviated from that the variable remuneration resulting from the achievement of long-term oriented targets should exceed the share resulting from short-term oriented targets.  In the opinion of the Supervisory Board, no such arrangement is necessary as an incentive for the activities of the Management Board, as the Management Board is sufficiently motivated by the current arrangement of variable remuneration to act in the long-term interests of the Company.

Code Recommendation G.10 (Granting of shares, time of disposal)

The holding period of shares acquired upon appointment to the Management Board is linked to the term of appointment, so that in the event of a brief appointment period - as is the case here due to the respective initial appointments - the members of the Management Board can then dispose of their shares earlier than before the expiration of four years if no reappointment takes place.

No variable remuneration components were granted to the members of the Management Board in the form of shares or share-based remuneration. Because their term of appointment expires in two years, the existing Management Board members will be able to dispose of their long-term remuneration component after the expiry of slightly more than two years and three months when the LTI is launched as of 1 January 2021. The Supervisory Board does not consider a longer assessment period or a waiting period beyond the term of appointment to be suitable to additionally motivate the members of the Management Board and to provide incentives for long-term, sustainable corporate development. In the future, however, the assessment period for the LTI is to be four years and the LTI earned will accordingly only be at the free disposal of the Management Board members after a period of slightly more than four years.

Code Recommendation G.11 (Withholding or reclaiming variable remuneration)

There are no plans, either at present or in the future, for the Supervisory Board to withhold or reclaim variable remuneration in its entirety. The LTI may be adjusted by 20% for each individual performance period as well as for the entire assessment period at the discretion of the Supervisory Board from 1 January 2021. In addition, the LTI can also be adjusted on an ad hoc basis in the event of exceptional occurrences, so that in the opinion of the Supervisory Board there is no need for any further withholding or reclaiming of variable remuneration. For new contracts and in the case of contract extensions, the discretionary adjustment by the Supervisory Board of 20% is also to apply to the STI in future.

Code Recommendation G.13 (Severance payment cap)

There is no provision per se for crediting the indemnity for the non-compete waiting period towards any severance payment to be rendered. In the opinion of the Supervisory Board, such a provision is not necessary as an incentive for the activities of the Management Board. The Supervisory Board decides on a case-by-case basis whether a credit is to be made, in order to be able to meet the different objectives of severance payments and indemnities for waiting periods in each case.

Berlin, 19 March 2021

Management Board and Supervisory Board ACCENTRO Real Estate AG

Material corporate governance principles and practices

Good and responsible corporate management and supervision (corporate governance) as well as adherence to laws and internal guidelines (compliance) is an indispensable foundation for successful and sustainable corporate management at Accentro Real Estate AG.

The working methods of the Management Board and Supervisory Board of Accentro Real Estate AG, as a German listed stock corporation, are primarily determined by the Corporation Act and, in addition, by the requirements of the Corporate Governance Code as amended. The Corporate Governance Code ensures transparency with regard to the legal framework for corporate management and control and contains generally accepted standards of good, responsible and sustainable corporate management. In addition, the Company's Articles of Association and the Rules of Procedure for the Management and Supervisory Boards contain further requirements for the activities of the two bodies. The basic principle of management is the dual management and control structure, which is characterised by a strict separation of the duties and competences of the Management Board as the executive body and the Supervisory Board as the monitoring body.

Risk management at Accentro Real Estate AG and the Group is an integral part of centralised and decentralised planning, management and control processes, in line with uniform Group standards. Open communication, periodic inventories of risks and the planning and control system create transparency about our risk situation. More details can also be found in the "Risk management" section of the 2020 Annual Report.

Composition and functioning of the Management Board

The Management Board manages the Company on its own responsibility, is bound by the interests of the Company and committed to increasing the sustainable value of the Company. It develops the corporate strategy and ensures its implementation in close coordination with the Supervisory Board. The Management Board is strictly separated from the Supervisory Board in terms of personnel: No member of the Management Board can be a member of the Supervisory Board at the same time. The Management Board of Accentro Real Estate AG currently consists of two member, Mr Lars Schriewer (CEO) and Mr Hans-Peter Kneip (CFO), who manage the business of the Company in accordance with the law, the Articles of Association, the Rules of Procedure for the Management Board issued by the Supervisory Board and their Management Board employment agreements. The Management Board reports to the Supervisory Board regularly, promptly and comprehensively on all issues relevant to the Company with regard to planning, business development, the risk situation, risk management and compliance. Among other things, the Rules of Procedure for the Management Board specify in which cases a resolution by the Management Board is required and which transactions and actions require the approval of the Supervisory Board.

Composition and functioning of the Supervisory Board

The Supervisory Board monitors and advises the Management Board and is directly involved in decisions of fundamental importance to the Company. It appoints and dismisses the members of the Management Board, decides on the remuneration system for the Management Board members and determines their respective total remuneration.

The Supervisory Board exercises its activities in accordance with the provisions of law, the Articles of Association, its Rules of Procedure and its resolutions. The rules of procedure for the Supervisory Board are available on the Company's website at investors.accentro.de. Pursuant to the Articles of Association, the Supervisory Board consists of three members: Mr Axel Harloff as Chairman of the Supervisory Board, Mr Carsten Wolff and Mr Natig Ganiyev. The members of the Supervisory Board have the same rights and duties; they are not bound by instructions or orders. Resolutions of the Supervisory Board are adopted primarily at Supervisory Board meetings, but also by written ballot or by other means of communication. The Supervisory Board held five meetings in the 2020 financial year. The Supervisory Board commissions the auditor selected by the shareholders in general meeting to audit the annual financial statements and the consolidated financial statements and agrees on the fee with the auditor. The Supervisory Board, with the involvement of the auditor and the audit report prepared by the auditor, deals with the annual financial statements, the consolidated financial statements, the management reports of the AG and the Group, as well as the proposal of the Management Board for the application of retained earnings, and carries out the audits and determinations provided by law. The Chairman of the Supervisory Board coordinates the work of the Board. The Supervisory Board of Accentro Real Estate AG has not formed any committees at present, as all issues are discussed in plenary sessions given the current number of Supervisory Board members.

Any conflict of interest for a Supervisory Board member between his or her activities for Accentro Real Estate AG and those for another company must be disclosed to the Supervisory Board. In the event of material conflicts of interest that are not merely temporary, the Supervisory Board member concerned is obliged to resign from office. In the event of (potential) conflicts of interest, the Supervisory Board reports to the shareholders in general meeting.

Members of the Supervisory Board should not exercise any board or advisory functions for significant competitors of the company and should not have a personal relationship with a significant competitor. However, the Supervisory Board members Axel Harloff and Carsten Wolff hold executive positions at major competitors. Mr Harloff is Chairman of the Supervisory Board of Consus Real Estate AG, Berlin and Member of the Management Board of ERWE Immobilien AG Frankfurt am Main, Mr Wolff is Member of the Board of Directors as CFO of A.D.O. Group LTD, Tel Aviv, Israel, and Eurohaus Frankfurt AG, Berlin, both of which are wholly owned subsidiaries of ADLER Real Estate AG, as well as a member of the Supervisory Board of ERWE Immobilien AG, Frankfurt am Main. In the opinion of the Company, however, no material conflicts of interest will arise as a result.

In this regard, we also refer to the Declaration of Conformity, which is available on the Company's website at www.accentro.ag/investor-relations/corporate-governance/entsprechenserklarung/, and to the current report of the Supervisory Board. Further details on the concrete work of the Supervisory Board may be found in the current Report of the Supervisory Board.

Cooperation of the Management and Supervisory Boards

The Management Board coordinates the Company's strategic orientation with the Supervisory Board and discusses the status of strategy implementation with it on a regular basis. In addition, the Management Board regularly informs the Supervisory Board about the course of business and the situation of the Company. On the basis of this reporting in particular, the Supervisory Board monitors the legality, regularity, expediency and economic efficiency of the management of the Company by the Management Board. The Rules of Procedure for the Management Board drawn up by the Supervisory Board list the types of transactions and actions that require the approval of the Supervisory Board. The important issues discussed and agreed between the Management and Supervisory Boards include business planning, the earnings situation, risk management, corporate financing and corporate structure.

Diversity concept, succession plans and targets for women

As a listed company, Accentro Real Estate AG complies with diversity requirements, in particular those set out in the Corporation Act and the Corporate Governance Code.

In March 2021, the Supervisory Board adopted a diversity concept for the Supervisory Board as recommended in the Code. The concept also includes the targets of the Supervisory Board for its composition and the competence profile of the full Supervisory Board. Accordingly, the Supervisory Board is to be composed in such a way that its members as a whole have the knowledge and skills, as well as sufficient time, required to properly perform their advisory and supervisory functions towards the Accentro Management Board. The Supervisory Board pays particular attention to diverse, mutually complementary profiles, professional and life experiences. In the composition of the Supervisory Board, sufficient diversity should also be ensured so that the Supervisory Board as a whole can draw on the broadest possible pool of personalities, experience and specialist knowledge. When preparing nominations for the shareholders in general meeting, consideration is to be given on a case-by-case basis to the extent to which different, mutually complementary expertise, educational backgrounds, international experience, professional and life experience and gender balance will benefit the work of the Supervisory Board. In the opinion of the Supervisory Board, age is not a criterion that can decisively influence the effective and successful work of the Supervisory Board. Accordingly, age is not a criterion for the composition of the Supervisory Board and therefore the Supervisory Board has not set an age limit for its members.]

In recent years, the Supervisory Board has dealt very intensively with the diversity of the Supervisory Board in general and in specific cases and, in the opinion of the Supervisory Board, the principles set out in the concept were also observed in financial year 2020 and are reflected in the current composition of the Supervisory Board.

The Supervisory Board pursues the objective of promoting women and has made it a goal to consider women when appointing members to the Supervisory and Management Boards. Based on the current Supervisory and Management Board mandates, the Supervisory Board has currently set a target for the proportion of women on the Management and Supervisory Boards pursuant to § 111(5) of the Corporation Act 

of 0% for the period until 31 December 2024. Nevertheless, in compliance with the requirements of the law for the equal participation of men and women on the Supervisory and Management Boards, the Supervisory Board strives for appropriate consideration.

In the opinion of the Supervisory Board, an age limit is not necessary for the effective and successful work of the Supervisory Board. The Supervisory Board will examine, however, to what extent the corresponding recommendation in the Code can be complied with in the future.

Due to the age structure of the Management Board, no age limit has been set and no long-term succession plan has been made for members of the Management Board at this time.

The Supervisory and Management Boards expressly welcome all efforts to counteract gender discrimination and any other form of discrimination and to appropriately promote diversity. When appointing members of the Management Board, the Supervisory Board attaches exclusive importance to the competence, professional qualifications and experience of the persons in question; other characteristics such as gender or national affiliation were and are therefore of no significance for this decision. The Supervisory Board always strives to select the most suitable individuals and, in the opinion oftheSupervisory Board, these principles were also observed in financial year 2020.

In accordance with § 76(4), Sentence 1 of the Corporation Act, the Management Board has set a target of 0% for the proportion of women in the two management levels below the Management Board. At Accentro Real Estate AG, there is currently only one management level below the Management Board; one woman is there.

Further information on corporate governance

Detailed information on the activities of the Supervisory Board and on the cooperation between the Supervisory and Management Boards can also be found in the chapter "Report of the Supervisory Board" of the Annual Report. Further information on the remuneration of the Management and Supervisory Boards can be found in the "Remuneration" section of the Management Report.

Berlin, May 2021

Accentro Real Estate AG

The Supervisory Board The Management Board