Corporate governance declaration of TAG Immobilien AG and the Group for 2025 pursuant to Section 289f and Section 315d of the German Commercial Code

TAG Immobilien AG (hereinafter also referred to as “TAG” or, together with its subsidiaries, the “Group” or “TAG Group”) has issued the following declaration in accordance with Section 289f and Section 315d of the German Commercial Code, taking into account the recommendations of the German Corporate Governance Code in the version dated 27 June 2022 (“Code”). 

A. Declaration of conformity in accordance with Section 161 of the German Stock Corpora-tion Act (Section 289f (2) No. 1 of the German Commercial Code)

The Management Board and Supervisory Board of TAG Immobilien AG last issued a declaration on the recommendations of the German Corporate Governance Code in the version published in the Federal Gazette on 27 June 2022 ("GCGC 2022") in November 2024 in accordance with Section 161 AktG. The two boards declare:

The recommendations of GCGC 2022 have been followed since the last declaration of conformity was issued in November 2024 and will be followed in future.

Hamburg, November 2025
Management Board and Supervisory Board of TAG Immobilien AG

B. Remuneration of the Management Board and the Supervisory Board, auditor's opinion in accordance with Section 162 of the German Stock Corporation Act, remuneration system, shareholder resolution on remuneration (Section 289f (2) No. 1a of the German Commercial Code)

The remuneration report and the auditor’s opinion in accordance with Section 162 of the German Stock Corporation Act can be found under Annual reports, details of the remuneration system under Remuneration system and the last resolution passed in 2025 at the annual general meeting on remuneration in accordance with Section 113 (3) of the German Stock Corporation Act under Voting results of the annual general meeting 2025.
TAG’s financial reports and further information on corporate governance are published on its website under Investor Relations (Investor Relations).

C. Relevant disclosures on corporate governance (Section 289f (2) No. 2 of the German Commercial Code)

The management of TAG as a listed German stock corporation and of the Group is governed by legal requirements (including the German Stock Corporation Act), the rules of the Frankfurt Stock Exchange, the Code(the “Code”) and its own rules and policies. 

I. Compliance management system Responsible business conduct (corporate governance) and, in particular, legally and ethically impeccable behaviour are of crucial importance for the TAG Group's sustainable value creation.

The compliance management system (also known as the "CMS") is a material component of the TAG Group's corporate governance. It serves to ensure compliance with legal requirements and internal Group regulations, the systematic and permanent prevention of legal and regulatory violations, and the promotion of a value-oriented corporate culture. TAG's Management Board is responsible for the appropriate design and effectiveness of the CMS, while the Supervisory Board monitors the effectiveness of the CMS.

In its declaration of principles, TAG is committed to respecting and complying with human rights and environmental obligations, and fulfils the relevant legal requirements under the German Supply Chain Sustainability Act (Lieferkettensorgfaltspflichtengesetz - LkSG). It is actively committed within the TAG Group and in its relationships with customers and business partners to identifying, preventing, minimising and ending human rights and environmental violations. The policy statement is published on the TAG website.

The guidelines for employees' actions are the business principles that require honest and ethically correct behaviour and responsible conduct towards customers, business partners, employees and other stakeholders. TAG also expects legally compliant and ethically impeccable behaviour from its business partners. The standards of behaviour are set out in the Business Partner Code, which is published on TAG's website (Business Partner Code).

Employees receive regular training on material compliance topics. Through recurring, target group- and risk-based compliance training, we ensure that employees have indepth knowledge of the relevant legal requirements and compliance-relevant contexts.
Employees and external stakeholders of the TAG Group can report actual or suspected violations of laws and internal guidelines as well as human rights and environmental Risks and violations anonymously at any time via the digital whistleblowing system. The rules of procedure explain the reporting channels, the procedure, responsibilities and confidentiality and are available on the TAG website.

The members of the Supervisory Board and Management Board and persons closely related to them are obliged to notify the company immediately of any transactions in TAG shares or securities or related financial instruments. Publication is made on the company's website under Manager Transactions. As of 31 December 2025, the total number of shares in TAG Immobilien AG held by members of the Management Board and Supervisory Board was less than 1% of the issued shares.

II. Institut für Corporate Governance in der deutschen Immobilienwirtschaft e.V. [Institute of Corporate Governance in the German Real Estate Industry] 

TAG is a member of the Institut für Corporate Governance in der deutschen Immobilienwirtschaft e.V. [Institute of Corporate Governance in the German Real Estate Industry] (“ICG”) The Corporate Governance Code of the German Real Estate Industry (last amended in September 2023), which is based on the German Corporate Governance Code, is binding on the members of the ICG. It supplements the latter by incorporating key aspects pertaining to the real estate industry (e.g. with regard to transparency, expertise on the Management Board and Supervisory Board).

III. Sustainability

TAG is committed to sustainable value creation. For this reason, economic, ecological and social aspects as well as good corporate governance are taken into account in decision-making processes in a balanced manner. In addition to generating long-term shareholder value, TAG also creates value for other stakeholders.

All aspects of our sustainability strategy can be found on the Company’s website under Sustainability. 

D. Working practices of the Management Board and Supervisory Board, composition (Section 289f (2) No. 3 of the German Commercial Code)

I. Management Board

1. Duties

The Management Board has overall responsibility for managing the company. Strategy is determined in consultation with the Supervisory Board. The cooperation between the Management Board and the Supervisory Board, including the legal transactions/decisions that require the approval of the Supervisory Board, is documented in the bylaws for the Management Board (Bylwas of the Management Board). The rules of procedure and the allocation of responsibilities define the responsibilities of the individual members of the Management Board and the matters reserved for the Management Board as a whole.

One of the Management Board's tasks is to inform the Supervisory Board regularly, promptly and comprehensively about all material aspects of business development, significant business transactions and the current earnings situation, including the risk situation and risk management. This is done by means of written submissions at the Supervisory Board meetings, which take place at least four times a year. In addition, each member of the Supervisory Board receives a monthly report on current business developments.

In special cases, the Management Board informs the Chairman of the Supervisory Board or the respective Chairmen of the Audit Committee or Personnel Committee directly.

2. Composition and succession planning

The Management Board consists of the members Claudia Hoyer (Chief Operating Officer and Co-CEO) and Martin Thiel (Chief Financial Officer and Co-CEO).

The composition of the Management Board is based on the interests of the company and is intended to ensure the effective and sustainable management of the TAG Group. In the case of an initial appointment, this is for a maximum of three years. The age limit for the Management Board is 67.

After preparation by the Personnel Committee, the Supervisory Board ensures long-term succession planning for the Management Board in consultation with the Management Board. The statutory and self-imposed criteria (e.g. proportion of women, diversity, expertise, experience) are taken into account. The Personnel Committee draws up a requirements profile for the position to be filled, if necessary with the help of external consultants. On this basis, structured interviews are held with any potential candidates. The Personnel Committee submits a recommendation to the Supervisory Board on the further selection process or already for resolution.

II. Supervisory Board

1. Duties and committees

The Supervisory Board advises the Management Board on the management of the company and monitors its business management. Based on a proposal from the Personnel Committee, it decides on the remuneration system and the annual total remuneration, including the variable remuneration components for the members of the Management Board. The bylaws set out the principles of cooperation between its members. The current version is available on the company's website under bylaws of the Supervisory Board.

The Management Board informs the Supervisory Board regularly and comprehensively about current business activities (including strategy, planning, risk situation, compliance) and immediately in special cases. The Chairman of the Supervisory Board and the Management Board also consult with each other on an ongoing basis, independently of meetings.

The Supervisory Board has also formed an Audit Committee and a Personnel Committee. The Audit Committee oversees the preparation of the annual and consolidated financial statements and their audit, including sustainability reporting. It also deals in particular with the risk management system, the internal control system and the compliance management system. The Personnel Committee also acts as the Nomination Committee. It prepares the decisions on appointments to the Management Board as well as the Supervisory Board's proposals to the Annual General Meeting for the election of Supervisory Board members.

2. Composition

The Supervisory Board has six members, taking into account the One-Third Participation Act. The employees are therefore represented by two members.

The composition of the Supervisory Board and its committees is as follows:
 

^* Representation of employees

The CVs of the members of the Supervisory Board are available on the Company’s website at Supervisory Board.

3. Profile of skills, diversity, succession planning

The Supervisory Board has defined the following skills/diversity profile and specific targets for the entire Board. The members have varying degrees of expertise in the real estate industry, capital markets, corporate finance, accounting, auditing and sustainability. The skills profile also forms the basis for succession planning on the Supervisory Board. Supervisory Board members should not hold office beyond the end of the Annual General Meeting following their 75th birthday. The term of office is limited by the rules of procedure to a maximum of 12 years.

Qualification matrix of the Supervisory Board:

4. Self-assessment

The Supervisory Board follows recommendation D.12 of the GCGC for self-assessment of the ef-fectiveness and efficiency of the Supervisory Board’s work, where appropriate on an ad hoc basis. For this purpose, either the Chair of the Supervisory Board interviews individual members of the Board or they complete a self-evaluation form to assess the work. In particular, the Supervisory Board members comment on the organisation of the Supervisory Board, the provision of infor-mation to the Supervisory Board, cooperation, the selection and composition of the Supervisory Board, and the provision of information to shareholders and third parties. The results of the survey are then analysed and evaluated at a subsequent meeting. External advisors have not yet been involved in this process. The Supervisory Board last conducted a self-assessment in October 2024 using the procedure described. The next self-assessment will take place in 2026.

E. Gender representation and diversity (Section 289f (2) Nos. 4 and 6 of the German Com-mercial Code)

Throughout the TAG Group, attention has always been paid to a balanced consideration of genders. The Supervisory Board has set the proportion of women for both the Management Board and the Supervisory Board at at least 30% to be achieved by 31 January 2028. The proportion of women is currently 50% on both the Management Board and the Supervisory Board. The Management Board has set the proportion of women in the first and second management levels below the Management Board at a minimum of 30%. The respective value is to be achieved by 31 January 2028. As at 31 December 2025, the proportion of women is 36.4% at the first management level and 45.3% at the second.

TAG has not established a separate formal diversity concept within the meaning of Section 289f (2) no. 6 of the German Commercial Code (HGB) for the corporate bodies. The company has defined internal diversity criteria (including age, gender, educational or professional background) to ensure equal participation of women and men in management positions, on the Management Board and on the Supervisory Board. 

Hamburg, March 2026
The Management Board