Declaration Of Conformity

Update of the Declaration of Conformity of May 2023 and submission of the Declaration of Conformity with the recommendations of the German Corporate Governance Code in its version of 27 June 2022 ('GCGC 2022') pursuant to Section 161 AktG

In May 2023, the Management Board and Supervisory Board of TAG Immobilien AG last updated the declaration issued in February 2023 in accordance with Section 161 AktG on the recommendations of the German Corporate Governance Code as amended on 27 June 2022 ('GCGC 2022'). The two bodies declare the following:

I. Update of the Declaration of Conformity in its version dated May 2023

At its meeting on 10 November 2023, the Supervisory Board elected Mr Borkers as Chairman of the Supervisory Board. The Board also elected Mr Schultz as Chairman of the Audit Committee. The declaration of deviation from recommendation D.3 of the GCGC 2022 in May 2023, according to which the Chairman of the Supervisory Board should not also chair the Audit Committee, is no longer valid. Recommendation D.3 of the GCGC 2022 is now followed.

II. Submission of the declaration of compliance with the recommendations of GCGC 2022

With the exception of the deviations communicated in the declarations from February and May 2023, the recommendations of GCGC 2022 were followed and will be followed in future.

Hamburg, November 2023

Management Board and Supervisory Board of TAG Immobilien AG

Update of the Declaration of Conformity of the Management Board and the Supervisory Board pursuant to Section 161 AktG

The Management Board and Supervisory Board of TAG Immobilien AG ('Company') last declared in February 2023 in accordance with Section 161 AktG to what extent the Company has complied and currently complies with the recommendations of the German Corporate Governance Code both in the version dated 20 March 2020 and in the version dated 27 June 2022 ('GCGC 2022'). The declaration of compliance is updated as follows

Mr Rolf Elgeti resigned from the Supervisory Board of TAG Immobilien AG at the end of the Annual General Meeting on 16 May 2023. The declaration of deviation from recommendation C.5, according to which a member of the Supervisory Board who is also a member of the Management Board of a listed company should not hold more than two Supervisory Board mandates and should not chair the Supervisory Board of listed companies outside the Group, is therefore no longer relevant with regard to the person of Mr Elgeti. Recommendation C.5 is now followed.

Following the election by the Annual General Meeting on 16 May 2023, the Supervisory Board of TAG Immobilien AG consists of three members and is thus also the Audit Committee pursuant to Section 107 (4) sentence 2 AktG. Mr Olaf Borkers was elected Chairman of both the Supervisory Board and the Audit Committee at the constituent meeting of the Supervisory Board on 16 May 2023. With the departure of Mr Elgeti from the Supervisory Board, Mr Borkers remains a member with special knowledge in the field of accounting and auditing. A further member with expertise in one or both areas is to be appointed as soon as possible. In view of the aforementioned knowledge of Mr Borkers from his many years as CFO of listed companies, the Supervisory Board, in agreement with the Management Board, considers it necessary to combine the two offices. For this reason, recommendation D.3 of GCGC 2022, according to which the Chairman of the Supervisory Board should not also chair the Audit Committee, is not followed. As soon as the committee has another member with the aforementioned financial expertise, the recommendation will be followed.

The declaration of compliance from February 2023 remains otherwise unchanged.

Hamburg, May 2023

Management Board and Supervisory Board of TAG Immobilien AG

Declaration of the Management Board and the Supervisory Board pursuant to Section 161 of the German Stock Corporation Act

The Management Board and the Supervisory Board last updated in February 2022 the Declaration of Conformity with the German Corporate Governance Code in the version dated 20 March 2020, which had been issued in December 2021.

The Management Board and the Supervisory Board declare that the recommendations of the German Corporate Governance Code, both in the version of 20 March 2020 and in the version of 27 June 2022 (“2022 Code”), have been and will be complied with, with the exception of recommendations C.5 and F.2, insofar as the latter relates to the interim reports for the first and third quarters of 2022 and the interim report for the first half of 2022.

Under Recommendation C.5, a member of the Supervisory Board who is also a member of the Management Board of a listed company may not hold more than two Supervisory Board mandates and may not accept the chairmanship of Supervisory Boards of non-group listed companies. The Chairman of the Company’s Supervisory Board, Mr Rolf Elgeti, is Chairman of the Management Board of Deutsche Konsum REIT AG and OboTech Acquisition SE. He is a member of three Supervisory Boards or comparable domestic or foreign boards of non-group listed companies. These activities by Mr Elgeti do not adversely affect the performance of his duties as Chairman of the Company’s Supervisory Board and have not done so at any point in the past. Nor are they are expected to do so in the future. Competence, expertise and many years of experience, including on other Supervisory Boards, are essential qualities for TAG Immobilien AG. Mr Elgeti possesses these qualities. The Company benefits from the fact that he is Chairman of the Supervisory Board.

Under Recommendation F.2, the mandatory interim financial information should be made publicly available within 45 days from the end of the reporting period. The Company did not publish the interim reports for the first and third quarters of 2022 or the interim report for the first half of 2022 within the recommended period due to the greater amount of time required for necessary consolidation accounting as a result of the integration of ROBYG S.A. It intends to adopt recommendation F.2 of the Code again from 2023.

Hamburg, February 2023

Management Board and Supervisory Board of TAG Immobilien AG

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