Corporate Governance Declaration

The corporate governance statement pursuant to Art. 289f, 315d, German Commercial Code (HGB) contains the declaration of conformity pursuant to Art. 161, German Stock Corporation Act (AktG), disclosures on significant corporate governance practices and on the working methods and composition of the Supervisory Board and Management Board, including information about the Company’s corporate governance, on the diversity concept for the Supervisory Board and Management Board, and on the legal requirements for the equal participation of women and men in executive positions.

Declaration of compliance pursuant to Art. 161, AktG

The Management Board and Supervisory Board of ACCENTRO Real Estate AG issued the following declaration pursuant to Art. 161, AktG, in March 2023, which was published on the Company’s homepage at https://investors.accentro.de/entsprechenserklaerung:

Code NV Recommendations A.1 and A.3 (Consideration of sustainable objectives)

In 2022, the Company started to develop a sustainability strategy and to make the corresponding organisational preparations. However, the process has not advanced far enough to permit the conclusive identification of the social and environmental factors relevant for the Company’s business activities, their subsequent integration into the corporate strategy and planning, nor the definition of targets derived from them. As a result, the Company will not be able to follow recommendation A.1 any time soon. Then again, the legal requirements have been, and continue to be, met.

Code NV Recommendation A.5 (Attributes of the internal control system and risk management system)

According to Recommendation A.5, GCGC 2022, the management report should describe the essential characteristics of the entire internal control system and of the risk management system, and should moreover assess the adequacy and effectiveness of these systems. The management report meets the legal requirements, and specifies the key attributes of the internal control system and of the risk management system. However, the Company abstained from assessing the adequacy and effectiveness of these systems because both the Supervisory Board and the Management Board in its supervisory function found no issues in regard to their adequacy and effectiveness.

Code Recommendation B.1 (Composition of the Management Board)

Code Recommendation B.2 (Succession planning)

There is currently no written succession planning document. Management Board and Supervisory Board will always conduct talks about a term extension in good time before a given board member’s service contract ends. The Supervisory Board is convinced that, if the talks fail to result in a continuation of the collaboration, it will have sufficient time left to secure the succession without any need for a written concept.

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

No age limit has been defined for members of the Management Board at this time. The Company believes that age should in and of itself not be a knock-out criterion for its board appointments. In the eyes of the Supervisory Board, the Company’s interests are furthered much more by the option to draw on the long-term know-how of individual board members from time to time.

Code NV Recommendation C.1 (Competency profile of the Supervisory Board, qualification matrix, sustainability)

For the Supervisory Board, a competency profile has been compiled that focuses on long-term experience and in-depth expertise in the real estate sector and in the commercial area. By contrast, the competency profile currently details no exhaustive experiences in the area of sustainability. The Supervisory Board is intensively involved in the development of a sustainability strategy for the Company. Due to the size of the body with its three members and the extensive experience of all members, the corporate governance statement includes no qualification matrix that reflects on the progress made in the implementation of the competency profile.

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

In the eyes of the Supervisory Board, no age limit is needed to ensure the effectiveness and success of its work, so that the Company has deviated, and continues to deviate, from this recommendation.

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

Members of the Supervisory Board should not exercise any board functions or advisory roles for significant competitors of the Company, nor should they maintain personal ties with a significant competitor. Yet the Supervisory Board members Axel Harloff and Carsten Wolff did exercise board functions for competitors. Axel Harloff was chairman of the supervisory board of Consus Real Estate AG, Berlin, until 16 May 2022 and member of the management board of ERWE Immobilien AG, Frankfurt am Main until October 2022. Carsten Wolff is CFO and thus a member of the board of directors of A.D.O. Group LTD, Tel Aviv, Israel, and a board member of Eurohaus Frankfurt AG, Berlin, which are both fully owned subsidiaries of ADLER Real Estate AG. In addition, Carsten Wolff was a member of the supervisory board of ERWE Immobilien AG, Frankfurt am Main, until 25 May 2022. The Supervisory Board believes that the situation caused no relevant conflicts of interest during the 2022 reporting period. Constant dialogue and a review of the facts and circumstances of each case act as safeguards to prevent the occurrence of any relevant conflicts of interest in future, too.

Code Recommendations D.2 and D.4 (Code NV) / D.5. (Code OV) (Formation of Supervisory Board committees)

With the exception of the audit committee, the Supervisory Board has so far refrained, and will continue to refrain, from forming committees except for the audit committee, refraining specifically from forming a nomination committee, as it considers three Supervisory Board members a sufficient number to function effectively even in joint representation, and because it would seem unreasonable, given the size of the Supervisory Board, to form committees, which must include at least two people or, for a quorum, at least three people.

Code NV Recommendation D.3 (Competencies in sustainability reporting)

None of the Supervisory Board members appointed since 2019 or 2020, as the case may be, has extensive expertise and experience in the area of sustainability reporting and the auditing of sustainability reports. The Supervisory Board sees no need for new appointments to the board at this time. But as soon as a new member to the Supervisory Board is to be elected, the Code recommendation should be taken into account,

Code NV Code Recommendation D.11 / Code OV Recommendation D.12 (Training and professional development measures for the Supervisory Board)

Upon the Supervisory Board’s request, the Company will adequately support the Supervisory Board in its training and professional development measures, and report on measures implemented in the Report by the Supervisory Board.

Code NV Code Recommendation D.12 / Code OV Recommendation D.13 (Self-assessment of the Supervisory Board)

The entire Supervisory Board will attend the periodic meetings of the Supervisory Board as well as the meetings of the Supervisory Board with the auditors. The Supervisory Board coordinates its activities via in-house meetings and conference calls. The Supervisory Board believes that a further self-assessment is unnecessary, given the size of the Supervisory Board.

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

Due to organisational procedures, Accentro Real Estate AG does not publish its interim reports within 45 days after the end of the reporting period and the consolidated financial statements and the group management report within 90 days after the end of the financial year. The requirements of the stock exchange regulations and the legal requirements regarding the half-yearly financial report in accordance with Section 115 of the German Securities Trading Act (WpHG) are complied with in all cases. Accentro Real Estate AG aims to comply again with the Code's recommendation regarding the consolidated financial statements and the group management report for the 2023 financial year.

Code Recommendation G.1 (Determining the remuneration for each Management Board member)

In accordance with statutory requirements, the Supervisory Board defines a maximum total remuneration for the Management Board. Neither a presentation of how the target remuneration is determined, nor a breakdown for each Management Board member that would include the relative shares of the remuneration components, has been and will be provided. At the time the resolution concerning the remuneration system was adopted, the Supervisory Board was in the process of finalising the long-term incentive (LTI) plan, which made it impossible for the Board to conclusively define a target remuneration just yet. From the Supervisory Board’s perspective, a retrospective breakdown of the remuneration will not be necessary.

Code Recommendation G.4 (Vertical comparison of proportionality)

The Supervisory Board dutifully reviews the proportionality of the Management Board’s remuneration. In doing so, it takes the Company’s internal wage and salary structure into account. However, the Supervisory Board does not believe that the formal comparison with the entire workforce as suggested in Recommendation G.4 is necessary to ascertain whether the Management Board remuneration is proportionate to the usual remuneration levels within the Company itself. In the opinion of the Supervisory Board, a formal comparison with the Group workforce will not improve the decision-making process.

Code Recommendation G.6 (Variable remuneration)

The Management Board service contract in effect prior to June 2022 did not provide for a long-term variable remuneration component, and in this sense deviated from the recommendation that the variable remuneration defined by the achievement of targets with long-term orientation should exceed the share defined by targets of short-term orientation. In the Supervisory Board’s opinion, no such provision was necessary to create an incentive for the work of the Management Board because the latter was sufficiently motivated by the existing variable remuneration plan to act in the long-term interest of the Company. The Management Board member’s service contract that has been in effect since June 2022 actually includes a long-term variable remuneration component now whose target cash value exceeds the target value of the short-term variable remuneration component when calculated for the financial year as a whole, and so the recommendation will be followed as of the 2023 financial year in any case.

Since the Chief Investment Officer, Dr. Gordon Geiser, was only appointed for an interim period of two years as of 10 February 2023, the Supervisory Board has felt, and continues to feel, that agreeing to long-term goals is not the right way to create proper incentives for this particular member of the Management Board. Accordingly, the Company deviated, and continues to deviate, from Recommendation G.6.

Code Recommendation G.10 (Granting shares, vesting period)

The Management Board member’s service contract that was in effect prior to June 2022 did not include provisions granting variable remuneration components that consisted of shares or were share-based, so that the contract deviated from the recommendation to grant, with the tax burden of the respective Management Board member taken into account, variable remuneration amounts that are primarily invested in Company shares or are share-based in some other way. In the Supervisory Board’s opinion, no such provision was necessary to create an incentive for the work of the Management Board because the latter was sufficiently motivated by the variable remuneration plan effective at the time to act in the long-term interest of the Company. The Management Board member’s service contract that has been in effect since June 2022 actually includes a long-term variable remuneration component now whose target cash value exceeds the target value of the short-term variable remuneration component when calculated for the financial year as a whole, and so the recommendation will be followed as of the 2023 financial year in any case. During the 2021 financial year, the Company granted no variable remuneration component in the form of shares or in share-based forms to the members of the Management Board. It is not planned to grant variable remuneration components in the form of shares or in share-based forms to the Board members under existing contracts of employment because the Supervisory Board does not consider doing so necessary to motivate the Management Board to seek a long-term and sustainable development of the Company. However, it is intended to follow the recommendation whenever new members of the Management Board are to be appointed or existing employment contracts with board members are to be renewed.

Since the Chief Investment Officer, Dr. Gordon Geiser, was only appointed for an interim period of two years as of 10 February 2023, the Supervisory Board has felt, and continues to feel, that share-based remuneration components are not an effective way to create proper incentives for this particular member of the Management Board. Accordingly, the Company deviated, and continues to deviate, from Recommendation G.10.

Agreements regarding a share-based remuneration scheme exist between the main shareholder and Management Board member Lars Schriewer, which is recognised pursuant to IFRS 2 as remuneration expense just like stock options in the Consolidated Financial Statements.

Code Recommendation G.11 (Retaining or reclaiming a variable remuneration)

It has not been intended so far, nor is it intended in the future, to authorise the Supervisory Board to retain or reclaim the full amount of a variable remuneration. In the opinion of the Supervisory Board, there is no need for a retention or claw-back provision on top of the existing variable remuneration components to create sufficient incentives for a sustainable corporate governance committed to the welfare of society.

Code Recommendation G.13 (Severance cap)

There is no express provision to credit a waiting allowance against a severance payment yet to be made. The Supervisory Board believes that such a provision is unnecessary to create an incentive for the work of the Management Board. Whether or not such an allowance will be credited will be decided by the Supervisory Board on a case-to-case basis, so as to satisfy the purposes of severance payment and waiting allowance in each case.

Berlin, 16 March 2023

Management Board and Supervisory Board ACCENTRO Real Estate AG

Key Corporate Governance Principles and Practices

Sound and responsible corporate management and supervision (corporate governance) as well as adherence to laws and internal guidelines (compliance) are an indispensable basis for the successful and sustainable governance of ACCENTRO Real Estate AG.

The working methods of Management Board and Supervisory Board of ACCENTRO Real Estate AG as a listed German stock corporation is primarily defined by the German Stock Corporation Act and by the requirements of the German Corporate Governance Code (GCGC) as amended. The purpose of the GCGC is to ensure transparency with respect to the legal parameters for corporate management and supervision, and it includes accepted standards of sound, responsible and sustainable corporate governance. Moreover, the Company’s articles of association and the rules of procedure included further guidance for the Management Board and the Supervisory Board that governs the activities of either body. The basic administrative principle is the dual management and control structure, which is defined by a strict separation of the tasks and competences of the Management Board as the governing body and the Supervisory Board as the supervisory body.

The risk management of ACCENTRO Real Estate AG and its group of companies represents an integral component of central and decentralised planning, control and monitoring processes, and is subject to uniform group standards. Our risk situation is transparently presented via open communication, a periodically undertaken risk inventory, and via our planning and control system. For more details on the subject, see the “Risk Management” section in the 2022 Annual Report.

Availability of Remuneration Report and Auditor’s Report, Remuneration System and Remuneration Resolution

The remuneration report for the most recent financial year and the auditor’s report pursuant to Art. 162, AktG, the effective remuneration system pursuant to Art. 87a, Sec. 1 and 2, Sent. 1, AktG, and the most recent remuneration resolution pursuant to Art. 113, Sec. ,3 AktG, are available to the public on the homepage of ACCENTRO Real Estate AG at https://investors.accentro.de/verguetungsbericht-gemaess-162-aktg.

Composition and Working Methods of the Management Board

The Management Board governs the Company under its own responsibility while being committed to the Company’s best interest, and obliged to increase the Company’s goodwill in a sustainable way. It develops the corporate strategy and ensures its implementation in close consultation with the Supervisory Board. The Management Board must be strictly separated in person from the Supervisory Board: No member of the Management Board may simultaneously serve on the Supervisory Board. At the moment, the Management Board of ACCENTRO Real Estate AG consists of two members, these being Lars Schriewer (CEO) and Dr. Gordon Geiser (CIO), who conduct the Company’s business in accordance with applicable laws, the articles of association, the rules of procedure for the Management Board that were passed by the Supervisory Board, and their Management Board employment contracts. The Management Board reports regularly, promptly and comprehensively to the Supervisory Board about any planning, business development, risk situation, risk management and compliance issues that are relevant for the Company. The Management Board’s rules of procedure stipulate, inter alia, which cases require a resolution by the Management Board and which transactions and actions require the Supervisory Board’s approval.

Composition and Working Methods of the Supervisory Board and its Committees

The Supervisory Board monitors and advises the Management Board and is directly involved in decisions of fundamental significance for the company. It appoints and dismisses the members of the Management Board, sets up the remuneration system for the members of the Management Board and determines their respective total remuneration.

The Supervisory Board carries out its activities in accordance with the statutory provisions, the articles of association, its rules of procedure and its resolutions. The rules of procedure for the Supervisory board can be retrieved on the Company’s homepage at investors.accentro.de. In accordance with the Articles of Association, it consists of three members: Axel Harloff as Chairman of the Supervisory Board, Carsten Wolff and Natig Ganiyev. The members of the Supervisory Board have identical rights and duties while not being bound by instructions and orders. Resolutions by the Supervisory Board are mainly passed during supervisory board meetings, but also by written procedure or using other forms of communication. During the 2022 financial year, the Supervisory Board met four times. The Supervisory Board commissions the auditor elected by the annual general meeting to audit the annual financial statements and the consolidated financial statements and concludes the fee agreement with the auditor. The Supervisory Board, taking account of the auditor and the audit report prepared by the same, reviews the annual financial statements, the consolidated financial statements, the management reports of the parent company and the Group, as well as the Management Board’s proposal for the appropriation of the net retained profits, and carries out the audits and findings provided for by law. The Chairman of the Supervisory Board coordinates the work of the Supervisory Board. The Supervisory Board of ACCENTRO Real Estate AG has so far not formed any committees—with the exception of the audit committee, which consists of three Supervisory Board members as stipulated by law—because, given the current number of Supervisory Board members, all topics are discussed with the full board.

Audit Committee

The audit committee is tasked specifically with the supervision of the financial accounting process, of the effectiveness of the internal control system, of the risk management system and of the internal auditing system as well as of the audit of the annual financial statements, and in this context specifically of the selection and independence of the auditor and of any additional services performed by the auditor. The audit committee may issue recommendations and suggestions for ensuring the integrity of the financial accounting process. The audit committee is chaired by Carsten Wolff.

In the person of Carsten Wolff, the Supervisory Board and the Audit Committee include at least one member with expert knowledge in financial accounting and in the auditing of annual financial statements. According to the GCGC, the chairman of such an audit committee should be an expert in at least one of the two fields, and should be independent. The Chairman of the Audit Committee, Carsten Wolff, meets these requirements.

Conflict of Interest Policy

If a member of the Supervisory Board faces a conflict of interest between his work for ACCENTRO Real Estate AG and work done for another company, the fact must be disclosed to the Supervisory Board. In cases of material and permanent conflicts of interest, the Supervisory Board member concerned is obliged to resign his mandate. Whenever (potential) conflicts of interest arise, the Supervisory Board will brief the annual general meeting about them.

Members of the Supervisory Board should not exercise any board functions or advisory roles for significant competitors of the Company, nor should they maintain personal ties with a significant competitor. Yet two Supervisory Board members, Axel Harloff and Carsten Wolff, did exercise board functions for competitors. Axel Harloff was chairman of the supervisory board of Consus Real Estate AG, Berlin, until 16 May 2022 and member of the management board of ERWE Immobilien AG, Frankfurt am Main until October 2022. Carsten Wolff is CFO and thus a member of the board of directors of A.D.O. Group LTD, Tel Aviv, Israel, and a board member of Eurohaus Frankfurt AG, Berlin, which are both fully owned subsidiaries of ADLER Real Estate AG. In addition, Carsten Wolff was a member of the supervisory board of ERWE Immobilien AG, Frankfurt am Main, until 25 May 2022. The Company believes that the situation caused no relevant conflicts of interest during the 2022 reporting period.

In this context, we also refer you to the Declaration of Conformity, which is available on the Company’s homepage at investors.accentro.de/entsprechenserklaerung, and to the latest report by the Supervisory Board. The reports of the Supervisory Board detail the specific work done by the board.

Self-Assessment of the Supervisory Board

The Supervisory Board coordinates its activities via in-house meetings and conference calls. The Supervisory Board believes that a further self-assessment is unnecessary, given the size of the Supervisory Board.

Collaboration between Management Board and Supervisory Board

The Management Board coordinates the Company’s strategic approach with the Supervisory Board, and periodically discusses the progress made in implementing the strategy. In addition, the Management Board regularly informs the Supervisory Board about the course of business and the Company’s state of affairs. It is specifically on the basis of this reporting that the Supervisory Board monitors the legitimacy, regularity, expediency and efficiency of management as conducted by the Management Board. The rules of procedure drawn up by the Supervisory Board for the Management Board list the types of transactions and actions that require approval by the Supervisory Board. Key subjects discussed and coordinated between Management Board and Supervisory Board include corporate planning, the revenue situation, the risk management, corporate finance and the corporate structure.

Diversity Concept, Succession Plan and Target Figures for Female Employees

As a listed company, ACCENTRO Real Estate AG adheres to diversity requirements, especially those stipulated by the German Stock Corporation Act (AktG) and the GCGC.

In March 2021, the Supervisory Board adopted a diversity concept for the Supervisory Board in accordance with the GCGC recommendation. The concept also includes the Supervisory Board’s objectives for its own composition and the competency profile of the full Supervisory Board. According to the concept, the selection of the Supervisory Board members should ensure that they bring the know-how and competencies to the job to properly perform their advisory and supervising tasks vis-à-vis the Management Board of Accentro while also having enough time to do so. To this end, the Supervisory Board focuses particularly on different, mutually complementary profiles, professional backgrounds and life experiences. Moreover, the composition of the Supervisory Board should chosen to ensure a sufficient degree of diversity, thereby allowing the Supervisory Board as a whole to access a wide spectrum of personalities, experiences and special skills. When preparing election proposals for the annual general meeting, each candidate should be considered as to the extent to which different, mutually complementary expertise, educational backgrounds, international experience, professional and life experience and a sound gender balance will benefit the work of the Supervisory Board. In the Supervisory Board’s opinion, age is in and of itself not an aspect that could decisively impact the effectiveness and success of its work. Age is therefore no criterion for the composition of the Supervisory Board, which is why the Supervisory Board has set no age limit for its members. Still, the Supervisory Board will examine to what extent the corresponding GCGC recommendation could be met in future.

For the time being, the Company has refrained from defining an age limit due to the age structure of the Management Board at this time.

In recent years, the Supervisory Board has made a very intense effort to address the issue of diversity within the Supervisory Board both in general and in specific cases, and in the opinion of the Supervisory Board, the principles defined by the concept were met during the 2022 financial year, and are reflected in the current composition of the Supervisory Board.

The Supervisory Board actively seeks to promote women and has set itself the goal to give due consideration to women when filling Supervisory Board and Management Board mandates. Due to the current Supervisory Board and Management Board mandates, the Supervisory Board defined a 0 % target figure pursuant to Art. 111, Sec. 5, AktG, for the proportion of women on the Management Board and on the Supervisory Board for the period ending on 31 December 2024. The target figures are defined in consideration of the current status of the respective bodies. During the reporting period, the Management Board and Supervisory Board were staffed with only one and three members, respectively. The Supervisory Board is of the opinion that candidates for board appointments should be proposed, as before, primarily on the merit of their qualifications. In bodies staffed with only a low number of members, as is the case with ACCENTRO Real Estate AG, setting a target figure higher than 0 % would seriously limit the spectrum of eligible candidates. Especially for smaller listed companies like ACCENTRO Real Estate AG, recruiting suitable candidates can be quite a challenge on the current competitive market for talent. It is therefore in the Company’s interest to remain as flexible as possible in this context. Setting a target figure higher than 0 % would make this a much harder task, and could be detrimental to ACCENTRO Real Estate AG and to all of its shareholders.

The Supervisory Board and the Management Board expressly welcome all efforts to counter gender discrimination as well as any other form of discrimination and to adequately promote diversity. In its recruitments for the Management Board, the Supervisory Board exclusively considers the competence, professional qualification and experience of eligible candidates, whereas other characteristics such as gender or nationality have been, and continue to be, irrelevant for this sort of decision. The Supervisory Board always strives to select the most qualified personalities for a given job, and it believes that the Company continued to adhere to these principles during the 2022 financial year, too.

Pursuant to Art. 76, Sec. 4, Sent. 1, AktG, the Management Board set the target figure for the proportion of women on the next executive level below the Management Board to 0 % for the period ending on 31 December 2024. At the moment, ACCENTRO Real Estate AG only has one executive level below the Management Board; two women hold positions on this level. The approach that the Management Board of ACCENTRO Real Estate AG takes is to make no distinction on the basis of gender, origin, age or any other personal characteristic when trying to fill executive level positions. Rather, the Management Board rates the eligibility of applicants solely on the basis of their professional qualifications, their professional experience and comparable standards. Setting a rigid limit higher than 0 % would impose serious restrictions on the aforementioned principles because the executive level of ACCENTRO Real Estate AG consists of few members only. That being said, the Management Board seeks and strives to gradually increase the proportion of women in executive and high-skill positions. To this end, the Management Board will establish long-term measures that will make it possible to identify and recruit qualified applicants early on. ACCENTRO Real Estate AG will continuously report on these efforts as stipulated by legal provisions.

Further Details on Corporate Governance

For detailed information on the activities of the Supervisory Board and on the collaboration between the Supervisory Board and the Management Board, see also the “Report by the Supervisory Board” chapter in the Annual Report. For more details on the remuneration of the Management Board and the Supervisory Board, please see the “Remuneration Report” chapter in the Management Report.

Berlin, in April 2023

Management Board and Supervisory Board ACCENTRO Real Estate AG

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