Statement of Conformity | Corporate Governance

Pursuant to Section 161 of the German Stock Corporation Act (AktG), the Management Board and the Supervisory Board of a listed company are required to issue an annual declaration stating the extent to which the recommendations of the "Government Commission on the German Corporate Governance Code" have been and are being complied with. The wording of the declaration is published on the company's website at https://investors.accentro.de/entsprechenserklaerung.

The Management Board and the Supervisory Board of Accentro Real Estate AG declare:

Since the submission of the last Declaration of Conformity on June 25, 2025, Accentro Real Estate AG has complied with the recommendations of the German Corporate Governance Code in its version dated April 28, 2022, published in the Federal Gazette on June 27, 2022 („Code“), and will comply with the recommendations of the Code in the future, with the following exceptions:

Code Recommendations A.1 and A.3 (Consideration of Sustainability Goals)

Due to the ongoing restructuring of the company, the development of a comprehensive sustainability strategy has not yet been finalized. As a result, the social and environmental factors relevant to business activities have not been definitively determined, meaning they cannot be considered in corporate strategy/planning, nor can derived targets be defined. Therefore, Recommendation A.1 cannot be complied with for the foreseeable future. However, statutory requirements have been and continue to be met.

Code Recommendation A.5 (Characteristics of the Internal Control System and Risk Management System)

According to Recommendation A.5 of the Code, the management report should describe the main features of the entire internal control system and risk management system, and provide a statement on the appropriateness and effectiveness of these systems. The former Management Board and the former Supervisory Board conducted a comprehensive analysis of the company's internal control and risk management system in the course of the Management Board change in 2023 and the associated reappraisal and onboarding. Following a further change of the Management Board and Supervisory Board in the years 2025 and 2026, the further development of the internal control and risk management system, building on the results of the analysis, is to be completed as soon as possible. Until then, the new Management Board is temporarily refraining from describing the key features and providing a statement on the appropriateness and effectiveness of these systems in the depth recommended by Recommendation A.5 in the management report. It is intended to comply with the requirements of Recommendation A.5 of the Code in the future.

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

The Supervisory Board and the Management Board explicitly welcome all efforts aimed at counteracting gender-based or any other form of discrimination and promoting diversity appropriately. When appointing members to the Management Board, the Supervisory Board focuses exclusively on the competence, qualifications, and experience of the candidates. Other characteristics, such as gender or nationality, were and remain irrelevant to this decision.

Code Recommendation B.2 (Succession Planning)

There is currently no written concept for succession planning. Discussions regarding renewals are held between the Management Board and the Supervisory Board in a timely manner prior to the expiration of the respective Management Board service contract. Should the discussions not result in further cooperation, the Supervisory Board believes it can ensure succession with sufficient lead time without the need for a written concept.

Code Recommendation B.5 (Age Limit for Management Board Members)

An age limit for Management Board members is currently not established. In the company's view, age alone is not a suitable exclusion criterion for appointments to the Management Board. The Supervisory Board believes that it serves the company's interests better to be able to draw on the long-standing expertise of individual members of the Management Board on a case-by-case basis.

Code Recommendation C.1 (Competence Profile of the Supervisory Board, Skills Matrix, Sustainability)

A competence profile exists for the Supervisory Board, focusing on long-standing experience and deep knowledge in the real estate and commercial sectors. However, the competence profile does not currently include extensive experience in the field of sustainability. The Supervisory Board is closely involved in developing a sustainability strategy for the company. Due to the size of the body (three members) and the broad experience of all members, the Corporate Governance Statement does not include a qualification matrix reflecting the status of the implementation of the competence profile.

Code Recommendations C.2 (Age Limit for Supervisory Board Members)

In the view of the Supervisory Board, an age limit is not necessary for the effective and successful work of the Supervisory Board, which is why deviations from this recommendation have occurred in the past and will continue to occur.

Code Recommendation C.12 (No Executive Functions or Advisory Roles with Key Competitors)

Supervisory Board members should not exercise executive functions or advisory roles at key competitors of the company and should not have a personal relationship with a key competitor. However, Supervisory Board member Dariush Ghassemi-Moghadam has held and continues to hold executive functions at competitors. Mr. Ghassemi-Moghadam is the Chairman of the Supervisory Board of Königstadt Gesellschaft für Grundstücke und Industrie mbH, Berlin. In the view of the Supervisory Board, no relevant conflicts of interest have arisen as a result so far. Continuous exchange and case-by-case reviews of the facts ensure that no relevant conflicts of interest will arise in this regard in the future either.

Code Recommendations D.2 and D.4 (Formation of Supervisory Board Committees)

The Supervisory Board has so far refrained from establishing committees, particularly an Audit Committee and a Nomination Committee, and will not establish them in the future. Given its size of three members, the Supervisory Board believes that efficient work can be achieved by the full board, and the formation of committees (which must consist of at least two, or at least three persons to form a quorum) does not appear appropriate for a Supervisory Board of this size.

Code Recommendation D.3 (Audit Committee and Competencies in Sustainability Reporting)

An Audit Committee has not yet been established. None of the Supervisory Board members appointed by the court in 2025 or 2026 possess extensive knowledge and experience in the field of sustainability reporting and its auditing. The Supervisory Board does not consider a new appointment appropriate at this time.

Code Recommendation D.12 (Self-Assessment of the Supervisory Board)

The entire Supervisory Board participates in the regular Supervisory Board meetings as well as meetings with the auditors. The Supervisory Board coordinates its work during internal meetings and conference calls. The Supervisory Board believes that a more extensive self-assessment is not necessary given the size of the board.

Code Recommendation F.2 (Publication of Interim Financial Information)

Due to the ongoing restructuring, the status of which has been and continues to be reported on continuously, the company did not publish any financial reports in the 2024 and 2025 financial years, nor in the current 2026 financial year. The company will comply with its statutory obligations in the future and aims to follow the Code recommendation regarding the consolidated financial statements and the consolidated management report for the 2026 financial year. Following the effective withdrawal of the admission of shares to the sub-segment of the regulated market with additional admission requirements (Prime Standard), the company is no longer bound by these additional admission requirements. Due to internal organizational processes, the company will continue not to publish its half-year reports within 45 days after the end of the reporting period.

Code Recommendation G.1 (Determination of Specific Management Board Remuneration)

The current remuneration system is currently undergoing a fundamental review by the Supervisory Board. To date, the Supervisory Board sets a maximum total remuneration for the Management Board in accordance with statutory requirements. A breakdown of the target total remuneration for each individual Management Board member, setting out the relative shares of the remuneration components as required by Recommendation G.1, bullet point 1, half-sentence 1 of the Code, has not been provided to date. The company’s current remuneration system is an abstract assessment system whose respective remuneration components can be adjusted upward or downward on the basis of multi-year assessment periods, as well as depending on the respective areas of responsibility of the individual Management Board members, measured against the course of business development and other factors. To date, the Supervisory Board has been of the opinion that a breakdown of the target total remuneration for each individual Management Board member would lead to a non-negligible narrowing of this room for maneuver. Rather, the Supervisory Board has so far believed that this precise flexibility makes it possible to set the remuneration of the respective Management Board members in an appropriate relationship to their tasks and performance as well as to the business development of the company.

Code Recommendations G.2, G.7 and G.9 (Specific Target Total Remuneration and Performance Criteria)

Due to the special situation at the company in connection with the upcoming restructurings, the service contract concluded in 2026 for Management Board member Katja Bielecke contains a guaranteed variable remuneration for the 2026 financial year. No target agreement was reached for Management Board member Stefan Hammen for the 2026 financial year, which likewise results in fixed variable remuneration.

Code Recommendation G.10 (Granting in Shares, Vesting Period)

Due to the economic situation of the company and the planned restructuring of the company, no stock options were granted in relation to variable remuneration amounts for the Management Board members appointed in December 2025 and February 2026.

Code Recommendation G.11 (Retention or Clawback of Variable Remuneration)

In the case of Management Board member Katja Bielecke, the Supervisory Board has the option to reduce variable remuneration components that have not yet been paid out down to 0 due to the economic situation of the company. The service contract for Management Board member Stefan Hammen contains no corresponding provision. An upward adjustment is possible at the sole discretion of the Supervisory Board in both cases, but not beyond the respective expense cap. In the opinion of the Supervisory Board, there is no need for a further provision on retention or clawback, as extraordinary developments are already appropriately taken into account when setting targets, given that experience shows such developments affect the agreed Management Board targets. For exceptional situations beyond this, the Supervisory Board considers the statutory liability regulations to be sufficient to enforce any clawbacks or retentions.

Code Recommendation G.13 (Severance Cap)

The service contract for Management Board member Katja Bielecke does not provide for the offsetting of non-compete compensation against any severance payment to be made. In the opinion of the Supervisory Board, such a provision is not necessary to do justice to the different objectives of severance pay and non-compete compensation.

Berlin, June 30, 2026

The Management Board and the Supervisory Board
Accentro Real Estate AG

Pursuant to Section 161 of the German Stock Corporation Act (AktG), the Management Board and the Supervisory Board of a listed company are required to issue an annual declaration stating the extent to which the recommendations of the "Government Commission on the German Corporate Governance Code" have been and are being complied with. The wording of the declaration is published on the company's website at https://investors.accentro.de/entsprechenserklaerung.

The Management Board and the Supervisory Board of Accentro Real Estate AG declare:

Since the submission of the last Declaration of Conformity on February 21, 2024, and the first update to this Declaration of Conformity on July 4, 2024, Accentro Real Estate AG has complied with the recommendations of the German Corporate Governance Code in its version dated April 28, 2022, published in the Federal Gazette on June 27, 2022 (“Code”), and will comply with the recommendations of the Code in the future, with the following exceptions:

Code Recommendations A.1 and A.3 (Consideration of Sustainability Goals)

Due to the ongoing restructuring of the company, the development of a comprehensive sustainability strategy has not yet been finalized. As a result, the social and environmental factors relevant to business activities have not been definitively determined, meaning they cannot be considered in corporate strategy/planning, nor can derived targets be defined. Therefore, Recommendation A.1 cannot be complied with for the foreseeable future. However, statutory requirements have been and continue to be met.

Code Recommendation A.5 (Characteristics of the Internal Control System and Risk Management System)

According to Recommendation A.5 of the Code, the management report should describe the main features of the entire internal control system and risk management system, and provide a statement on the appropriateness and effectiveness of these systems. In the course of the Management Board change and the associated reappraisal and onboarding, the Management Board and the Supervisory Board conducted a comprehensive analysis of the company's internal control and risk management system. A further development of the internal control system and risk management system based on this analysis is currently being implemented and has not yet been fully completed. The new Management Board is therefore temporarily refraining from describing the key features and providing a statement on the appropriateness and effectiveness of these systems in the depth recommended by Recommendation A.5 in the management report. It is intended to comply with the increased requirements of Recommendation A.5 of the Code in the future.

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

The Supervisory Board and the Management Board explicitly welcome all efforts aimed at counteracting gender-based or any other form of discrimination and promoting diversity appropriately. When appointing members to the Management Board, the Supervisory Board focuses exclusively on the competence, qualifications, and experience of the candidates. Other characteristics, such as gender or nationality, were and remain irrelevant to this decision.

Code Recommendation B.2 (Succession Planning)

There is currently no written concept for succession planning. Discussions regarding renewals are held between the Management Board and the Supervisory Board in a timely manner prior to the expiration of the respective Management Board service contract. Should the discussions not result in further cooperation, the Supervisory Board believes it can ensure succession with sufficient lead time without the need for a written concept. No succession is planned for Dr. Gordon Geiser as interim Management Board member, meaning that a succession planning concept for this Management Board position is inherently unnecessary.

Code Recommendation B.5 (Age Limit for Management Board Members)

An age limit for Management Board members is currently not established. In the company's view, age alone is not a suitable exclusion criterion for appointments to the Management Board. The Supervisory Board believes that it serves the company's interests better to be able to draw on the long-standing expertise of individual members of the Management Board on a case-by-case basis.

Code Recommendation C.1 (Competence Profile of the Supervisory Board, Skills Matrix, Sustainability)

A competence profile exists for the Supervisory Board, focusing on long-standing experience and deep knowledge in the real estate and commercial sectors. However, the competence profile does not currently include extensive experience in the field of sustainability. The Supervisory Board is closely involved in developing a sustainability strategy for the company. Due to the size of the body (three members) and the broad experience of all members, the Corporate Governance Statement does not include a qualification matrix reflecting the status of the implementation of the competence profile.

Code Recommendations C.2 (Age Limit for Supervisory Board Members)

In the view of the Supervisory Board, an age limit is not necessary for the effective and successful work of the Supervisory Board, which is why deviations from this recommendation have occurred in the past and will continue to occur.

Code Recommendation C.12 (No Executive Functions or Advisory Roles with Key Competitors)

Supervisory Board members should not exercise executive functions or advisory roles at key competitors of the company and should not have a personal relationship with a key competitor. However, Supervisory Board member Carsten Wolff has held and continues to hold executive functions at competitors. Mr. Wolff was and is a Management Board member (CFO) of A.D.O. Group LTD, Tel Aviv, Israel, and was a member of the Supervisory Board of Eurohaus Frankfurt AG, Berlin, until February 2024, both of which are 100 percent subsidiaries of ADLER Real Estate AG. In the view of the Supervisory Board, no relevant conflicts of interest have arisen as a result so far. Continuous exchange and case-by-case reviews of the facts ensure that no relevant conflicts of interest will arise in this regard in the future either.

Code Recommendations D.2 and D.4 (Formation of Supervisory Board Committees)

The Supervisory Board has so far refrained from establishing committees—with the exception of the Audit Committee—and in particular from establishing a Nomination Committee, and will continue to do so in the future with the exception of the Audit Committee. Given its size of three members, the Supervisory Board believes that efficient work can be achieved by the full board, and the formation of committees (which must consist of at least two, or at least three persons to form a quorum) does not appear appropriate for a Supervisory Board of this size.

Code Recommendation D.3 (Competencies in Sustainability Reporting)

None of the Supervisory Board members appointed since 2019 or 2020 possess extensive knowledge and experience in the field of sustainability reporting and its auditing. The Supervisory Board does not consider a new appointment appropriate at this time. However, as soon as a new Supervisory Board member is put up for election, the Code recommendation will be taken into account.

Code Recommendation D.12 (Self-Assessment of the Supervisory Board)

The entire Supervisory Board participates in the regular Supervisory Board meetings as well as meetings with the auditors. The Supervisory Board coordinates its work during internal meetings and conference calls. The Supervisory Board believes that a more extensive self-assessment is not necessary given the size of the board.

Code Recommendation F.2 (Publication of Interim Financial Information)

Due to the ongoing restructuring, the status of which is being continuously reported on, the company did not publish any financial reports in the 2024 financial year, nor in the current 2025 financial year. The company will comply with its statutory obligations in the future and aims to follow the Code recommendation regarding the consolidated financial statements and the consolidated management report for the 2025 financial year. Following the effective withdrawal of the admission of shares to the sub-segment of the regulated market with additional admission requirements (Prime Standard), the company is no longer bound by these additional admission requirements. Due to internal organizational processes, the company will continue not to publish its half-year reports within 45 days after the end of the reporting period.

Code Recommendation G.1 (Determination of Specific Management Board Remuneration)

In accordance with statutory requirements, the Supervisory Board sets a maximum total remuneration for the Management Board. A breakdown of the target total remuneration for each individual Management Board member, setting out the relative shares of the remuneration components as required by Recommendation G.1, bullet point 1, half-sentence 1 of the Code, has not been and is not provided. The company’s remuneration system is an abstract assessment system whose respective remuneration components can be adjusted upward or downward on the basis of multi-year assessment periods, as well as depending on the respective areas of responsibility of the individual Management Board members, measured against the course of business development and other factors. In the view of the Supervisory Board, a breakdown of the target total remuneration for each individual Management Board member would lead to a non-negligible narrowing of this room for maneuver. Rather, the Supervisory Board is of the opinion that this precise flexibility makes it possible to set the remuneration of the respective Management Board members in an appropriate relationship to their tasks and performance as well as to the business development of the company.

Code Recommendations G.2 and G.7 (Specific Target Total Remuneration and Performance Criteria)

Due to his special area of responsibility in connection with the refinancing of the bonds, the Management Board service contract with Dr. Gordon Geiser contained a variable remuneration component that was measured based on the sale of real estate or project companies. Against this background, setting his specific target total remuneration on the basis of the remuneration system was not feasible, and the performance criteria were already specified at the beginning of his Management Board activity for the entire two-year period of appointment. To this extent, deviations from Recommendations G.2 and G.7 occurred. The Management Board mandate of Dr. Gordon Geiser was extended by one year with the aim of bringing the ongoing restructuring process to a conclusion. Discussions are currently taking place between the company and Dr. Gordon Geiser regarding the adjustment of the variable remuneration component to his expanded scope of tasks and the intended short-term conclusion of the restructuring process. The negotiated variable remuneration component will be aligned with the successful conclusion of the restructuring process and the intended stabilization of business operations.

Code Recommendation G.6 (Variable Remuneration)

Since the Chief Investment Officer, Dr. Gordon Geiser, was only appointed on an interim basis for a period of two years with effect from February 10, 2023, the Supervisory Board did not and does not consider the agreement of long-term targets to be constructive for setting the right incentives for this Management Board member. Accordingly, deviations from Recommendation G.6 have occurred and continue to occur. In accordance with the above remarks on Code Recommendations G.2 and G.7, this also applies to the further appointment period of one year. In all other respects, Recommendation G.6 is now fully complied with.

Code Recommendation G.10 (Granting in Shares, Vesting Period)

As a long-term variable remuneration component, Jörg Neuß receives virtual stock options in accordance with the respective applicable virtual stock option plan and the option terms of the company for Management Board members. Contrary to sentence 2 of Recommendation G.10, Jörg Neuß can already dispose of the long-term variable remuneration component after the expiry of the three-year assessment period and after the preparation of the company's subsequent annual report or half-year report/quarterly report. The Supervisory Board does not consider a four-year vesting period necessary to set sufficient incentives for sustainable and long-term business development.

Since the Chief Investment Officer, Dr. Gordon Geiser, was only appointed on an interim basis for a period of two years with effect from February 10, 2023, and his mandate was only extended for a further year after that period expired, the Supervisory Board did not and does not consider share-based remuneration components to be constructive for setting the right incentives for this Management Board member. Accordingly, deviations from Recommendation G.10 have occurred and continue to occur.

Code Recommendation G.11 (Retention or Clawback of Variable Remuneration)

The Supervisory Board has the option to adjust the variable remuneration components upward or downward by up to 20% at its sole discretion, independent of the specific achievement of targets, but not beyond the respective expense cap. In the opinion of the Supervisory Board, there is no need for a further provision on retention or clawback, as extraordinary developments are already appropriately taken into account when setting targets, given that experience shows such developments affect the agreed Management Board targets. For exceptional situations beyond this, the Supervisory Board considers the statutory liability regulations to be sufficient to enforce any clawbacks or retentions.

Code Recommendation G.13 (Severance Cap)

The offsetting of non-compete compensation against any severance payment to be made is not provided for. In the opinion of the Supervisory Board, such a provision is not necessary to do justice to the different objectives of severance pay and non-compete compensation.

Code Recommendation G.14 (Severance in the Event of a Change of Control)

The Management Board service contract of Jörg Neuß contains a severance provision in the event of a change of control. From the perspective of the Supervisory Board, this corresponds to established practice and represents a suitable means of creating a basis for a decision-making process within the Management Board that is oriented exclusively toward the corporate interest in takeover situations.

Berlin, June 25, 2025

The Management Board and the Supervisory Board of Accentro Real Estate AG

Pursuant to Section 161 of the German Stock Corporation Act (AktG), the Management Board and the Supervisory Board of a listed company are required to issue an annual declaration stating the extent to which the recommendations of the "Government Commission on the German Corporate Governance Code" have been and are being complied with. The wording of the declaration is published on the company's website at https://investors.accentro.de/entsprechenserklaerung.

Vorstand und Aufsichtsrat der ACCENTRO Real Estate AG erklären:

First Update to the Declaration of Conformity Pursuant to Section 161 AktG

The Management Board and the Supervisory Board of ACCENTRO Real Estate AG most recently issued a Declaration of Conformity pursuant to Section 161 AktG on February 21, 2024. This declaration is updated or supplemented to the following extent:

New version of the declared deviation from Code Recommendation F.2 (Deadline for disclosure of the consolidated financial statements and management report as well as publication of interim financial information)

Due to organizational processes, ACCENTRO Real Estate AG does not publish its interim reports within 45 days after the end of the reporting period and its consolidated financial statements and consolidated management report within 90 days after the end of the financial year. Due to the delay in the audit of the financial statements, the publication of the consolidated financial statements and management report for the 2023 financial year could not take place within the deadline of 90 days after the end of the reporting period. ACCENTRO Real Estate AG continues to aim to follow the Code recommendation regarding the consolidated financial statements and consolidated management report in the future.

Deviation from Code Recommendations G.2 and G.7 (Specific Target Total Remuneration and Performance Criteria)

Due to his special area of responsibility in connection with the refinancing of the bonds, Dr. Gordon Geiser receives a variable remuneration component that is measured based on the sale of real estate or project companies. Against this background, setting his specific target total remuneration on the basis of the remuneration system is not feasible, and the performance criteria were already specified at the beginning of his Management Board activity for the entire two-year period of appointment. To this extent, deviations from Recommendations G.2 and G.7 have occurred and continue to occur.

Supplement to the declared deviation from Code Recommendation C.12 (No Executive Functions or Advisory Roles with Key Competitors)

Supervisory Board members should not exercise executive functions or advisory roles at key competitors of the company and should not have a personal relationship with a key competitor. However, Supervisory Board member Carsten Wolff has held and continues to hold executive functions at competitors. Mr. Wolff was and is a Management Board member (CFO) of A.D.O. Group LTD, Tel Aviv, Israel, and a member of the Supervisory Board of Eurohaus Frankfurt AG, Berlin, both of which are 100 percent subsidiaries of ADLER Real Estate AG. In the view of the Supervisory Board, no relevant conflicts of interest have arisen as a result so far. Continuous exchange and case-by-case reviews of the facts ensure that no relevant conflicts of interest will arise in this regard in the future either.

In all other respects, the following Declaration of Conformity dated February 21, 2024, continues to apply without restriction.

Berlin, July 4, 2024

The Management Board and the Supervisory Board of ACCENTRO Real Estate AG

Declaration of Conformity dated February 21, 2024:

The Management Board and the Supervisory Board of ACCENTRO Real Estate AG declare:

Since the submission of the last Declaration of Conformity on March 16, 2023, ACCENTRO Real Estate AG has complied with the recommendations of the German Corporate Governance Code in its version dated April 28, 2022, published in the Federal Gazette on June 27, 2022 (“Code”), and will comply with the recommendations of the Code in the future, with the following exceptions:

Code Recommendations A.1 and A.3 (Consideration of Sustainability Goals)

In 2022, the company began to develop a sustainability strategy and to take the corresponding organizational precautions. Under the leadership of a new Management Board, the process was continued in 2023 and individual measures have already been implemented. However, the process has not yet progressed to the point where the social and environmental factors relevant to business activities can be definitively determined and consequently taken into account in corporate strategy/planning, or targets derived from them can be defined. Therefore, Recommendation A.1 cannot be complied with for the foreseeable future. However, statutory requirements have been and continue to be met.

Code Recommendation A.5 (Characteristics of the Internal Control System and Risk Management System)

According to Recommendation A.5 of the Code, the management report should describe the main features of the entire internal control system and risk management system, and provide a statement on the appropriateness and effectiveness of these systems. In the course of the Management Board change and the associated reappraisal and onboarding, the Management Board and the Supervisory Board began to conduct a comprehensive analysis of the company's internal control and risk management system. Due to the associated effort, this process has not yet been completed. The new Management Board is therefore temporarily refraining from describing the key features and providing a statement on the appropriateness and effectiveness of these systems in the depth recommended by Recommendation A.5 in the management report. It is intended to comply with the increased requirements of Recommendation A.5 of the Code in the future.

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

The Supervisory Board and the Management Board explicitly welcome all efforts aimed at counteracting gender-based or any other form of discrimination and promoting diversity appropriately. When appointing members to the Management Board, the Supervisory Board focuses exclusively on the competence, qualifications, and experience of the candidates; other characteristics, such as gender or nationality, were and remain irrelevant to this decision.