The Management and Supervisory Boards of ADLER Real Estate Aktiengesellschaft declare the following pursuant to § 161 of the German Stock Corporation Act:
ADLER Real Estate AG has since its last declaration in conformity with § 161 of the German Stock Corporation Act complied with the Recommendations of the Governmental Commission Deutscher Corporate Governance Kodex in its valid form at any one time, currently dating from May 5, 2015 (“Code”) and will also comply with the recommendations in the future with the following exceptions:

  • At variance with Section 3.8 (3) of the Code, no deductible has been stipulated with respect to the D&O insurance agreement concluded for the Supervisory Board. The Supervisory and Management Boards are of the opinion that concluding a deductible agreement would not improve incentive and performance at Adler Real Estate AG.
  • At variance with Section 5.3 of the Code, the Supervisory Board has currently not formed any committees (Section 5.3.1). No audit committee has been set up (Section 5.3.2). The duties of the audit committee are carried out by all the members of the Supervisory Board (Section 5.3.2). The Supervisory Board currently consists of the minimum number of three members prescribed by the Corporation Act. The number of Supervisory Board members is not suited to form an audit or other committees.
  • At variance with Section 5.3.3 of the Code, the Supervisory Board has not formed a nomination committee. The entire Supervisory Board nominates suitable candidates for the consideration of the shareholders at the General Meeting. The number of members of the Supervisory Board is not suited to establish a nomination committee.
  • At variance with Section 5.4.2 of the Code, Supervisory Board members may also carry out board functions or advisory duties for other major competitors of the Company. The Management and Supervisory Boards are of the opinion that the experience gained from such activities can be used profitably for ADLER Real Estate AG.

ADLER Real Estate Aktiengesellschaft
Hamburg, January 2017

The Management Board
The Supervisory Board

ADLER Real Estate AG has complied with the Recommendations of the Governmental Commission on the German Corporate Governance Code as amended on June 24, 2014 with the exceptions mentioned in the compliance declaration of January 2015 and the exceptions mentioned in the supplement to this Declaration of Compliance of July 14, 2015.

ADLER Real Estate AG will follow the Recommendations of the Governmental Commission on the German Corporate Governance Code as amended on May 5, 2015 with the following exceptions:

  • At variance with Section 3.8 (3) of the Code, no deductible has been stipulated with respect to the D&O insurance agreement concluded for the Supervisory Board. The Supervisory and Management Boards are of the opinion that concluding a deductible agreement would not improve incentive and performance at Adler Real Estate AG.
  • At variance with Section 5.3 of the Code, the Supervisory Board has currently not formed any committees (Section 5.3.1). No audit committee has been set up (Section 5.3.2). The duties of the audit committee are carried out by all the members of the Supervisory Board (Section 5.3.2). The Supervisory Board currently consists of the minimum number of three members prescribed by the Corporation Act. The number of Supervisory Board members is not suited to form an audit or other committees.
  • At variance with Section 5.3.3 of the Code, the Supervisory Board has not formed a nomination committee. The entire Supervisory Board nominates suitable candidates for the consideration of the shareholders at the General Meeting. The number of members of the Supervisory Board is not suited to establish a nomination committee.
  • At variance with Section 5.4.2 of the Code, Supervisory Board members may also carry out board functions or advisory duties for other major competitors of the Company. The Management and Supervisory Boards are of the opinion that the experience gained from such activities can be used profitably for ADLER Real Estate AG.
  • At variance with Section 7.1.2 of the Code, consolidated financial statements are made available to the public in accordance with the disclosure requirements stipulated by law. ADLER Real Estate AG currently does not see any improvement in capital market transparency when business figures are published faster than required by law.

ADLER Real Estate Aktiengesellschaft
Hamburg, January 2016

The Management Board
The Supervisory Board

ADLER Real Estate AG has complied with the Recommendations of the Governmental Commission on the German Corporate Governance Code as amended on May 13, 2013 with the exceptions mentioned in the compliance declaration of January 4, 2014 and the exceptions mentioned in the supplement to this Declaration of Compliance of June 30, 2014.

ADLER Real Estate AG will follow the Recommendations of the Governmental Commission on the German Corporate Governance Code as amended on June 24, 2014 with the following exceptions:

  • At variance with Section 3.8 (3) of the Code, no deductible has been stipulated with respect to the D&O insurance agreement concluded for the Supervisory Board. The Supervisory and Management Boards are of the opinion that concluding a deductible agreement would not improve incentive and performance at Adler Real Estate AG.
  • At variance with Section 4.2.1 of the Code, the Management Board of ADLER Real Estate AG currently only consists of one person. The Supervisory Board and the Management Board are of the mind that this is maintainable with regard to the structure and concise size of the enterprise. Nonetheless, the Management and Supervisory Boards regularly check whether the development of the business makes an expansion of the Management Board necessary. In case the Management Board, which may consist of one or more persons, consists of more persons, the Management Board does not have a chairperson or spokesperson. The members of the Management Board are allocated to individual divisions by the Supervisory Board, if necessary. The corporate strategy of ADLER Real Estate AG is developed in close consultation with the Management Board members, should the board consist of more than one person. In that case rules of procedure exist to regulate cooperation within the Management Board.
  • At variance with Section 4.2.3 (6) the Supervisory Board chairperson did not, in the past, disclose the main features of the remuneration system to the shareholders in the General Meeting as the remuneration system is not very complex and this would provide hardly any additional information. However, the principles of the remuneration structure are to be reported on in the future.
  • At variance with 5.1.2 of the Code, diversity principles do not need to be observed nor does appropriate consideration need to be given to women when appointing members to the Management Board as the Management Board of ADLER Real Estate AG current only consists of one person (also refer to the variance with Section 4.2.1 of the Code).
  • At variance with Section 5.3 of the Code, the Supervisory Board has currently not formed any committees (Section 5.3.1). No audit committee has been set up (Section 5.3.2). The duties of the audit committee are carried out by all the members of the Supervisory Board (Section 5.3.2). The Supervisory Board currently consists of the minimum number of three members prescribed by the Corporation Act. The number of Supervisory Board members is not suited to form an audit or other committees.
  • At variance with Section 5.3.3 of the Code, the Supervisory Board has not formed a nomination committee. The entire Supervisory Board nominates suitable candidates for the consideration of the shareholders at the General Meeting. The number of members of the Supervisory Board is not suited to establish a nomination committee.
  • The sole deviation from Section 5.4.1 of the Code at this time concerns adequate inclusion of women in the composition of the Supervisory Board. The Supervisory Board will always consider the provisions of the Code in this regard when nominating suitable candidates to the General Meeting in the context of new elections. However, when it comes to selecting suitable candidates, the Supervisory Board gives priority to their professional expertise. The Supervisory Board always endeavors to propose the most suitable candidate for the position.
  • At variance with Section 5.4.2 of the Code, Supervisory Board members may also carry out board functions or advisory duties for other major competitors of the Company. The Management and Supervisory Boards are of the opinion that the experience gained from such activities can be used profitably for ADLER Real Estate AG.
  • At variance with Section 5.4.6 (3) of the Code, the remuneration of Supervisory Board members is not disclosed, broken down by individual and component, in the Corporate Governance Report as the remuneration of Supervisory Board members is already evident from the Articles of Association.
  • At variance with Section 7.1.2 of the Code, consolidated financial statements are made available to the public in accordance with the disclosure requirements stipulated by law. ADLER Real Estate AG currently does not see any improvement in capital market transparency when business figures are published faster than required by law.

ADLER Real Estate Aktiengesellschaft
Hamburg, January 2015

The Management Board
The Supervisory Board

Supplement to the Declaration of Compliance with the German Corporate Governance Code Pursuant to Section 161 of the Corporation Act

The Management Board and Supervisory Board issued a Declaration of Compliance in January 2015 pursuant to § 161 of the Corporation Act, which is now to be supplemented in one respect. The following recommendation of the Code will be applied only partially in the second half of 2015:

At variance with Section 7.1.2 Sentence 4 of the Code, the 2015 semi-annual financial statements will not be published within 45 days of the end of the reporting period, i.e. prior to 14 August 2015, but rather on 31 August 2015.

Since the company acquired 94.9% of shares in WESTGRUND AG in the first half of 2015 as part of a voluntary public takeover offer, the companies and holdings which were acquired in this transaction are to be included in the company’s 2015 consolidated semi-annual financial statements. However, the relevant financial information with regard to the subsidiaries and holdings acquired in this transaction will not be available early enough to complete the 2015 semi-annual financial statements within the 45-day period specified in Section 7.1.2 Sentence 4 of the Code.

Accordingly, the updated Declaration of Compliance issued in January 2015 by the Management Board and Supervisory Board of ADLER Real Estate Aktiengesellschaft reads as follows:

  • At variance with Section 7.1.2 Sentence 4 of the Code, the consolidated financial statements and interim reports will be made publicly available within the periods defined by law, but possibly not within 90 days of the end of the financial year and 45 days of the end of the reporting period, respectively. Due to the time necessary for the careful preparation of financial statements and reports, earlier publication dates cannot be committed to at this time.

Otherwise, the Declaration of Compliance issued in January 2015 continues to apply.

ADLER Real Estate Aktiengesellschaft
Frankfurt, 14 July 2015

The Management Board
The Supervisory Board

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