TAG Immobilien AG (hereinafter 'TAG' and together with its subsidiaries also the 'Group' or 'TAG Group') issues the following declaration in accordance with Sections 289f and 315d of the German Commercial Code (HGB), taking into account the recommendations of the German Corporate Governance Code in the version dated 27 June 2022 ('GCGC'). It includes the declarations of compliance (Section 161 AktG), information on the remuneration of the Management Board and Supervisory Board, information on corporate governance practices that go beyond statutory requirements, a description of the working methods of the Management Board and Supervisory Board, their composition and the working methods of their committees, information on the appointment of women to management positions and a description of the diversity concept.

A. Declarations of compliance in accordance with section 161 AktG

(section 289f (2) no. 1 HGB)
The declaration from February 2023 was updated in May 2023. A further update and complete submission took place in November 2023.

I. November 2023

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

1. Update of the Declaration of Conformity as amended in 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 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in May 2023, according to which the Chairman of the Supervisory Board should not also chair the Audit Committee, is no longer valid.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.

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

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

Hamburg, November 2023
Management Board and Supervisory Board of TAG Immobilien AG

II. May 2023

Update of the Declaration of Conformity of the Management Board and 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 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 in accordance with 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 Executive 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 should be followed.

The declaration of conformity from February 2023 remains otherwise unchanged.

Hamburg, May 2023
Management Board and Supervisory Board of TAG Immobilien AG

III. February 2023

Declaration by the Executive Board and the Supervisory Board pursuant to Section 161 AktG
The Executive Board and Supervisory Board last updated the declaration of compliance with the German Corporate Governance Code in its version dated 20 March 2020, which was issued in December 2021, in February 2022.
The Executive Board and Supervisory Board declare that 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"), have been and are 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.
In accordance with recommendation C.5, 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. 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 bodies of non-group listed companies. These activities of Mr Elgeti did not and do not interfere with his duties as Chairman of the company's Supervisory Board and are not expected to do so in the future. Expertise, specialist knowledge and many years of experience, including on other supervisory boards, are essential for TAG Immobilien AG. Mr Elgeti is characterised by these qualities. The company benefits from his holding the office of Chairman of the Supervisory Board.
In accordance with recommendation F.2, the mandatory interim financial information should be publicly available within 45 days of the end of the reporting period. The company did not publish the interim statements for the first and third quarters of 2022 and the interim report for the first half of 2022 within the recommended period due to the increased time required for the necessary consolidation as a result of the integration of ROBYG S.A. It is intended to comply with recommendation F.2 of GCGC 2022 again from the 2023 financial year.

Hamburg, February 2023
Management Board and Supervisory Board of TAG Immobilien AG

B. Remuneration of the Executive Board and Supervisory Board, auditor's report in accordance with Section 162 AktG, remuneration system, resolution on remuneration

(Section 289f (2) no. 1a HGB)
The remuneration report and the auditor's report pursuant to Section 162 AktG are available at https://www.tag-ag.com/en/investor-relations/financial-statements/annual-reports, the remuneration system is available at https://www.tag-ag.com/en/investor-relations/corporate-governance/remuneration and the most recent remuneration resolution of the Annual General Meeting pursuant to Section 113 (3) AktG from 2021 is available at  https://www.tag-ag.com/en/investor-relations/general-meeting.
TAG's financial reporting and further information on corporate governance are published on TAG's website under Investor Relations (https://www.tag-ag.com/en/investor-relations).

C. Relevant disclosures on corporate governance (Section 289f (2) no. 2 HGB)

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 regulations of the Frankfurt Stock Exchange, the German Corporate Governance Code ("GCGC") and the principles and guidelines it has imposed on itself.

I. Compliance management system

The principles set out in the aforementioned rules and regulations are of crucial importance for the TAG Group's successful operations and sustainable value creation. Compliance with them is a key concern of TAG's Management Board and Supervisory Board. The Compliance Management System ('CMS'), which has been established and is being continuously developed, serves to systematically and permanently prevent violations of laws and regulations as a key component of the TAG Group's corporate governance.

The CMS includes guidelines for corporate management and all business activities of the Group companies. In addition to the existing legal requirements, binding business principles apply to all employees, which oblige them to behave honestly and ethically and to act responsibly towards customers, business partners and employees. Our employees receive regular training in all relevant areas of our corporate governance.  

Relationships with business partners are based on the Business Partner Code. It obliges them to adhere to the compliance principles. The Business Partner Code is published on the TAG Immobilien AG website at https://www.tag-ag.com/en/company/compliance/business-partner-codex. The whistleblower system enables employees and outsiders - even anonymously - to report possible violations of the law or internal regulations to TAG's Compliance department or an external reporting centre (https://www.tag-ag.com/en/company/compliance/whistleblower-system).

The members of the Supervisory Board and the 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. This information is published on the Company's website at  Manager Transactions | TAG Immobilien AG (tag-ag.com). As at 31 December 2023, 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, as at the end of the previous year.

II. Institute for Corporate Governance in the German Property Industry e.V.

TAG is a member of the Institut für Corporate Governance in der deutschen Immobilienwirtschaft e.V. ('ICG').  The Corporate Governance Code of the German Real Estate Industry (as of September 2023), which is binding for ICG members, is based on the GCGC. It supplements the latter with key aspects for the property sector (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 aspects of good corporate governance are taken into account in a balanced manner in the decision-making processes. In addition to long-term value enhancement for shareholders (shareholder value), TAG also creates value for other stakeholders.

The sustainability strategy is comprehensively and transparently documented in our annual sustainability report. It is available on the company's website at  https://www.tag-ag.com/en/sustainability/reports-and-presentations/.

D. Working methods of the Executive Board and Supervisory Board, composition (Section 289f (2) no. 3 HGB)

I. Management Board

1. Tasks

The Executive Board is responsible for managing the company. In accordance with the requirements of stock corporation law, the individual members of the Executive Board are jointly responsible for the overall management and strategy of the company. The strategy is determined in consultation with the Supervisory Board. The principles and details of the cooperation between the Executive Board and the Supervisory Board are documented in the rules of procedure for the Executive Board. The rules of procedure and the allocation of responsibilities define the areas of responsibility of the individual members of the Executive Board and the matters reserved for the Executive Board as a whole. Legal transactions and decisions requiring the approval of the Supervisory Board are set out in the rules of procedure for the Executive Board.

The duties of the Management Board include informing the Supervisory Board regularly, promptly and comprehensively about all key aspects of business development, significant business transactions and the current earnings situation, including the risk situation and risk management. This information is provided at least four times a year at Supervisory Board meetings and on the basis of written documents. In addition, each member of the Supervisory Board receives a monthly report on current business developments.

On special occasions, the Chairman of the Supervisory Board or the Chairman of the Audit or Personnel Committee is also communicated with directly.

2. Composition and succession planning

The Executive Board consists of the members Claudia Hoyer (Chief Operating Officer, COO) and Martin Thiel (Chief Financial Officer, CFO). The Executive Board mandate of and the employment contract with Mr Thiel were extended by five years by resolution of the Supervisory Board on 23 August 2023. By resolution dated 15 September 2023, the Supervisory Board appointed both members of the Executive Board as Co-Chief Executive Officers (Co-CEOs) with equal rights, while retaining their respective areas of responsibility.

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 years.

The Supervisory Board and Executive Board ensure long-term succession planning for the Executive Board. This is prepared in particular by the Supervisory Board's Personnel Committee. The requirements of the German Stock Corporation Act, the GCGC and targets for the proportion of women on the Management Board, other personality requirements and diversity criteria, expertise and experience are taken into account. Accordingly, the Personnel Committee draws up a requirements profile for the position to be filled in order to be able to enter into structured discussions with any candidates. The Personnel Committee then submits a recommendation to the Supervisory Board for the further selection process or for a resolution. If necessary, the Personnel Committee and the Supervisory Board can seek the support of external consultants in drawing up the requirements profile and selecting candidates.

II. Supervisory Board
 
1. Tasks and committees

The Supervisory Board advises the Executive Board on the management of the company and monitors its management of the company. Based on a proposal from the Personnel Committee, it decides on the remuneration system for the members of the Executive Board and determines the total annual remuneration, including the variable remuneration components based on the company's performance and the remuneration attributable to the individual Executive Board member. The Supervisory Board works on the basis of the applicable legal system and its rules of procedure. These govern the principles of cooperation between its members. The current version is available on the company's website at  https://www.tag-ag.com/en/company/supervisory-board/bylaws.

The Supervisory Board is informed promptly, regularly and comprehensively about current business activities. This includes, in particular, topics relating to strategy, planning, the risk situation and compliance. Coordination between the Chairman of the Supervisory Board and the Executive Board also takes place independently of meetings on an ongoing basis, including on the aforementioned topics.

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 Executive Board as well as the Supervisory Board's proposals to the Annual General Meeting for the election of Supervisory Board members.

2. Composition

In accordance with the Articles of Association, the Supervisory Board has six members. The law on one-third employee participation in the Supervisory Board applies to TAG. The shareholder representatives therefore make up four members, while the employees are represented by two members. The personnel changes on the Supervisory Board in the 2023 financial year and the planned increase in the proportion of women in 2024 are presented in the Supervisory Board report.
The composition of the Supervisory Board and its committees is as follows:

Supervisory Board members and composition of the committees until the end of the Annual General Meeting on 16 May 2023:

Supervisory Board members and composition of the committees from the end of the Annual General Meeting on 16 May 2023:

¹ Elected by the Annual General Meeting; ² Court nomination (October 2023); ³ Elected by employees (September 2023); ⁴/⁵ until/as of 10 November 2023
The CVs of the members are presented on the TAG website at: https://www.tag-ag.com/en/company/supervisory-board.

In the opinion of the Supervisory Board, all shareholder representatives on the Supervisory Board are to be considered independent within the meaning of recommendation C.7 of the GCGC.

3. Competence profile, diversity, succession planning

The Supervisory Board has defined the following skills profile and specific objectives for the entire Board. This takes into account expertise in the property industry, capital markets, corporate finance, accounting, auditing, sustainability and the principles of diversity. The skills profile also forms the basis for succession planning on the Supervisory Board. Supervisory Board members should not hold office for longer than the end of the Annual General Meeting following their 75th birthday.

In view of the personnel changes on the Supervisory Board after the Annual General Meeting on 16 May 2023, a qualification matrix is presented for the period from the beginning of the financial year to the Annual General Meeting and from this date to the end of the financial year:

Qualification matrix of the Supervisory Board from 1 January 2023 until the end of the Annual General Meeting on 16 May 2023:

Qualification matrix of the Supervisory Board from the end of the Annual General Meeting on 16 May 2023 until 31 December 2023:

Due to her current position as Chair of Planning and Construction Economics/Real Estate Management at the Technical University of Berlin and her professional career, Prof. Wellner has the particular expertise to answer the sustainability questions relevant to the TAG Group.

4. Self-assessment

The Supervisory Board regularly carries out a self-assessment of the effectiveness and efficiency of its work in accordance with recommendation D.12 of the GCGC. This can also be done on a case-by-case basis as required. The self-assessment is carried out either by questioning the individual members by the Chairman of the Supervisory Board prior to a meeting or by submitting so-called self-evaluation forms to assess the work, which the members of the Supervisory Board then complete prior to the meetings. In particular, the Supervisory Board members comment on the organisation of the Supervisory Board, the provision of information 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 consultants have not yet been involved in this process. In view of the numerous personnel changes on the Supervisory Board at different times in 2023, the Supervisory Board has refrained from conducting a self-assessment (see the Supervisory Board report for the 2023 financial year). The method and intervals of the self-assessment are to be determined by the newly composed Supervisory Board.

E. Proportion of women and diversity concept (Section 289f (2) (4) and (6) HGB)

Throughout the TAG Group, attention has always been paid to gender balance. The Supervisory Board has set the proportion of women on both the Management Board and the Supervisory Board to be met by 31 January 2028 at a minimum of 30% each. The proportion of women on the Executive Board is currently 50% and 33% on the Supervisory Board. The proportion of women in the first and second management levels below the Executive Board has been set at a minimum of 30%. The respective figure is to be achieved by 31 January 2028. As at 31 December 2023, the proportion of women at the first management level was 66.7% and 85.1% at the second level.

TAG has not drawn up a separate formal diversity concept within the meaning of Section 289f (2) no. 6 HGB for the Company's executive bodies. The company considers the internal stipulations on the equal participation of women and men in management positions, on the Management Board and on the Supervisory Board based on diversity criteria (including age, gender, educational and professional background) to be sufficient.

Hamburg, March 2024
The Management Board

REFERENCE TO A RESOLUTION OF THE SUPERVISORY BOARD FROM THE 2024 FINANCIAL YEAR

On 11 March 2024, the Supervisory Board unanimously resolved to limit the term of office of its members to 12 years from the date of election by the Annual General Meeting.

Hamburg, in May 2024
The Management Board