Declaration of compliance

The Management Board and Supervisory Board of ADLER Real Estate AG published their last declaration of compliance in December 2021. Due to further deviations from the recommendations of the German Corporate Governance Code (“Code”) as amended on December 16, 2019, which have occurred in the meantime, it is necessary to update the deviations declared in the Declaration of Compliance of December 2021:

In deviation from Recommendation F.2 of the Code as amended on December 16, 2019, the consolidated financial statements and the Group management report for the fiscal year ending December 31, 2021, will not be published within the period recommended by the Code, but within the statutory period. Reason for the deviation is the ongoing audit activities of the auditor of the financial statements and consolidated financial statements.  

In deviation from Recommendation F.2 of the Code as amended on December 16, 2019, the interim reports as of March 31, 2022, June 30, 2022 (half-year report) and September 30, 2022, will not be published within the period recommended by the Code, but within the statutory period. Reason for the deviation is the fact that the parent company, which does not reside in Germany, has provided a corresponding schedule for its economic reporting. 

ADLER Real Estate Aktiengesellschaft

Berlin, March 2022

The Management Board and Supervisory Board of ADLER Real Estate Aktiengesellschaft declare pursuant to § 161 of the German Stock Corporation Act:

Since issuing its last declaration pursuant to § 161 of the German Stock Corporation Act (AktG) in December 2020 and updating it in May 2021, ADLER Real Estate Aktiengesellschaft has complied with the recommendations of the “Government Commission on the German Corporate Governance Code” as amended from time to time, currently dated 16 December 2019 (“Code”), with the following exceptions, and will continue to comply with the recommendations in the future with the following exceptions:

• In deviation from Recommendation C.12 of the Code, members of the Supervisory Board may also perform board functions or advisory duties at significant competitors of the Company. The Management Board and Supervisory Board are of the opinion that the experience gained from such activities can be used profitably for ADLER Real Estate AG.
• In deviation from recommendations D.2 to D.5 of the Code, the Supervisory Board has not currently formed an audit committee, nomination committee or other committees, as the Supervisory Board currently consists of three members and the formation of committees would thus not lead to any increase in the effectiveness of the work of the Supervisory Board.
• In deviation from recommendation G.2, the Supervisory Board does not determine a specific target total remuneration for each individual Executive Board member, but approves the remuneration granted to some Executive Board members by Adler Group S.A. within the framework of Group employment contracts.

ADLER Real Estate Aktiengesellschaft

Berlin, December 2021

The management board and supervisory board of ADLER Real Estate AG published their last declaration of conformity in December 2020. Due to further deviations from the recommendations of the German Corporate Governance Code (“code”) in the version of December 16, 2019, the deviations declared in the declaration of conformity from December 2020 need to be updated:

In deviation from recommendation F.2 of the Code in the version dated December 16, 2019, the interim reports as of March 31, 2021, June 30, 2021 (semi-annual report ) and as of September 30, 2021, are not published within the deadline recommended by the code, but within the statutory period.

The reason is that the parent company, which does not reside in Germany, has provided a corresponding schedule for its economic reporting.   

ADLER Real Estate Aktiengesellschaft

Berlin, May 2021

Erklärung gemäß § 161 Aktiengesetz

Vorstand und Aufsichtsrat der ADLER Real Estate Aktiengesellschaft erklären gemäß § 161 AktG: 

Die ADLER Real Estate Aktiengesellschaft hat seit Abgabe der letzten Erklärung nach § 161 AktG im Dezember 2019 und der Aktualisierung im Dezember 2020 den Empfehlungen der „Regierungskommission Deutscher Corporate Governance Kodex“ in der jeweils gültigen Fassung, derzeit vom 16. Dezember 2019 („Kodex“), mit folgenden Ausnahmen entsprochen und wird den Empfehlungen mit folgenden Ausnahmen auch in Zukunft entsprechen:

• Abweichend von der Empfehlung C.12 des Kodex dürfen Aufsichtsratsmitglieder Organfunktionen oder Beratungsaufgaben auch bei wesentlichen Wettbewerbern des Unternehmens ausüben. Vorstand und Aufsichtsrat sind der Auffassung, dass die Erfahrungen aus der Praxis solcher Tätigkeiten gewinnbringend für die ADLER Real Estate AG genutzt werden können.
• Abweichend von den Empfehlungen D.2 bis D.5 des Kodex hat der Aufsichtsrat zurzeit keinen Prüfungsausschuss, Nominierungsausschuss oder andere Ausschüsse gebildet, da der Aufsichtsrat derzeit aus drei Mitgliedern besteht und die Bildung von Ausschüssen damit zu keiner Erhöhung der Wirksamkeit der Arbeit des Aufsichtsrats führen würde. 
• Abweichend von der Empfehlung G.1 des Kodex enthält das Vergütungssystem noch keine Aufteilung der Maximalvergütung für jedes einzelne Vorstandsmitglied, da die Überarbeitung des bestehenden Vergütungssystems derzeit noch nicht abgeschlossen ist.
• Abweichend von der Empfehlung G.4 des Kodex wird zur Beurteilung der Üblichkeit der Vorstandsvergütung noch kein Vergleich zur Vergütung des oberen Führungskreises und der Belegschaft insgesamt durchgeführt, da dies angesichts der Mitarbeiterzahl und –struktur der Gesellschaft nach Einschätzung des Aufsichtsrats nur von geringer Aussagekraft wäre.
• Abweichend von der Empfehlung G.6 des Kodex übersteigt der Anteil der variablen Vergütung, die sich aus dem Erreichen langfristig orientierter Ziele ergibt, nicht den Anteil der variablen Vergütung, die sich aus dem Erreichen kurzfristig orientierter Ziele ergibt. Einer der Anstellungsverträge stammt noch aus der Zeit vor der Geltung des aktuellen Kodex, bei dem anderen Anstellungsvertrag wird auf diese Weise der Dauer des Anstellungszeitraums besser Rechnung getragen.
• Abweichend von der Empfehlung G.10 des Kodex sind die variablen Vergütungsbeiträge nicht in allen Anstellungsverträgen überwiegend aktienbasiert, sondern beziehen auch eine Vielzahl anderer, nicht-aktienbasierter Parameter mit ein; außerdem kann das betreffende Vorstandsmitglied vor Ablauf von vier Jahren jeweils in Form von jährlichen Teilbeträgen über die variable Vergütung verfügen. Der Aufsichtsrat ist der Ansicht, dass ein derart differenzierter Ansatz besser geeignet ist, die Vergütung auf eine nachhaltige Entwicklung auszurichten. Eine Teilauszahlung vor Ablauf von vier Jahren erhöht nach Einschätzung des Aufsichtsrats zudem die Motivation der Vorstandsmitglieder und ist damit im Unternehmensinteresse der Gesellschaft. In dem anderen Anstellungsvertrag kann das betreffende Vorstandsmitglied vor Ablauf von vier Jahren über die langfristig variablen Gewährungsbeträge verfügen. Da der entsprechende Zeitraum nur geringfügig unterhalb des Zeitraums von vier Jahren liegt, hält der Aufsichtsrat diese Abweichung für vertretbar.

ADLER Real Estate Aktiengesellschaft

Berlin, im Dezember 2020

The management board and supervisory board of ADLER Real Estate AG published their last declaration of conformity in December 2019. At the time of publication, the German Corporate Governance Code was in the version dated February 7, 2017. Due to further deviations from the recommendations of the German Corporate Governance Code (“code”) in the version dated February 7, 2017 or now in the version of December 16, 2019 (announced in the Federal Gazette on March 20, 2020), the deviations declared in the declaration of conformity from December 2019 need to be updated:

In deviation from recommendation F.2 of the Code in the version dated December 16, 2019 (or Section 7.1.2 of the Code in the version dated February 7, 2017), the interim reports as of March 31, 2020, June 30, 2020 (semi-annual report ) and as of September 30, 2020, have not been published within the deadline recommended by the code, but within the statutory period.

The aforementioned deviations are due to the fact that ADLER Real Estate AG concluded a business combination agreement with ADO Properties S. A., now Adler Group S. A., at the end of 2019 and is therefore part of the newly formed ADLER Group. This fact has a corresponding influence on the complexity of financial reporting. For subsequent years, the company will again comply with recommendation F.2 of the Code.

ADLER Real Estate Aktiengesellschaft

Berlin, December 2020

“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 February 7, 2017 (“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.
• In deviation from Section 4.2.1 of the Code, ADLER Real Estate AG has appointed neither a Chairman nor a Speaker of the Management Board. This is due to the fact that Management Board members Tomas de Vargas Machuca and Maximilian Rienecker have acted in a dual leadership function (co-CEOs) since their appointment as members of the company’s Management Board. The Supervisory Board believes that the function of neither a Chairman nor a Speaker of the Management Board is compatible with the idea of dual leadership (co-CEOs) because a function of this nature would put focus on one of the members.
• 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 Executive 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

Berlin, December 2019”

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 February 7, 2017 (“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.

• In deviation from Section 4.2.1 of the Code, ADLER Real Estate AG has appointed neither a Chairman nor a Speaker of the Management Board. This is due to the fact that Management Board members Tomas de Vargas Machuca and Maximilian Rienecker have acted in a dual leadership function (co-CEOs) since their appointment as members of the company’s Management Board. The Supervisory Board believes that the function of neither a Chairman nor a Speaker of the Management Board is compatible with the idea of dual leadership (co-CEOs) because a function of this nature would put focus on one of the members.

• 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.

• In deviation from Section 7.1.2 of the Code, the interim reports dated 30 June 2018 (semi-annual report) and 30 September 2018 (Q3 report) were not published within the period recommended by the Code, but were within the statutory period. The reason in each case was the initial consolidation of Brack Capital Properties N.V., in which a majority interest was acquired in April 2018. For subsequent years, the company shall again comply with the recommendation under Section 7.1.2 of the Code.

ADLER Real Estate Aktiengesellschaft
Berlin, March 2019

The Management Board and the Supervisory Board of ADLER Real Estate AG published their last declaration of compliance in February 2018. Due to a further deviation that has occurred in the meantime from the recommendations of the German Corporate Governance Code (“Code”) in the version dated 7 February 2017, the following update of the exceptions to declaration of compliance of February 2018 is required:

In deviation from section 7.1.2 of the Code, the interim report as at 30 September 2018 (third quarter report) was not published within the deadline recommended by the Code, but within the statutory deadline. This is due to the first-time consolidation of Brack Capital Properties N.V., the majority of which was acquired in April 2018. In subsequent years, the company will comply again with the recommendation in accordance with section 7.1.2 of the Code.

ADLER Real Estate Aktiengesellschaft

The Management Board and the Supervisory Board of ADLER Real Estate AG published their last declaration of compliance in February 2018. Due to a further deviation that has occurred in the meantime from the recommendations of the German Corporate Governance Code (“Code”) in the version dated 7 February 2017, the following update of the exceptions to declaration of compliance of February 2018 is required:

In deviation from section 7.1.2 of the Code, the interim report as at 30 June 2018 (half-year report) was not published within the deadline recommended by the Code, but within the statutory deadline. This is due to the first-time consolidation of Brack Capital Properties N.V., the majority of which was acquired in April 2018. In subsequent years, the company will comply again with the recommendation in accordance with section 7.1.2 of the Code.

ADLER Real Estate Aktiengesellschaft
Berlin, August 2018

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 February 7, 2017 (“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
Berlin, February 2018

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