Corporate Governance Statement

The Management Board and the Supervisory Board work closely together in the interests of the Company and the Group. This ensures that optimal use is made of the professional expertise of the Board members and speeds up decision-making processes. The Management Board keeps the Supervisory Board regularly, promptly and comprehensively informed of strategy, planning, risk position and risk management, the internal control system, compliance, as well as current business developments. The Chairman of the Supervisory Board is also notified of material developments and decisions by the Management Board between meetings.

The Management Board performs its management role as a collegial body. It determines corporate objectives, strategic orientation, corporate policy and Group organisation and coordinates these with the Supervisory Board and ensures that they are implemented. In doing so, the Management Board takes into account environmental and social goals in addition to long-term economic goals. In this process, the Management Board is bound to the Company’s Group-wide interests and committed to the sustained increase of enterprise value, and to the needs of shareholders, customers, employees and other groups associated with the Company. The members of the Management Board are jointly responsible for managing the entire business. Notwithstanding their overall responsibility, the individual Management Board members manage the departments assigned to them independently and within the parameters of the Management Board resolutions. The allocation of duties between the members of the Management Board is derived from the Schedule of Responsibilities. The Management Board did not have a committee in the year under review. The Management Board has a quorum if at least the majority of its members participate in the resolution and adopts its resolutions by a simple majority. In the event that the Management Board consists of more than two members, the Chairwoman will have the casting vote in the event of a tie.

The Supervisory Board appoints and dismisses members of the Management Board. The Supervisory Board monitors and advises the Management Board in its leadership and management of the Company. Monitoring and advising the Management Board also includes sustainability issues. In the case of specifically defined actions of material significance – such as major capital expenditures – the Rules of Procedure for the Management Board issued by the Supervisory Board require the approval of the Supervisory Board. The Supervisory Board has also adopted Rules of Procedure. The Rules of Procedure for the Supervisory Board are available on our website under Company/Corporate Governance. Supervisory Board resolutions are generally passed at meetings by a simple majority of the votes cast. At the instruction of the Chairman of the Supervisory Board, resolutions can also be passed outside meetings if no member objects to this process. The Chairman of the Supervisory Board coordinates work within the Supervisory Board, chairs its meetings and attends to the affairs of the Supervisory Board externally. He holds discussions with investors on Supervisory Board-specific topics as required.

As of 31 December 2023, the Management Board of Branicks Group AG consisted and continues to consist of four members. The composition of the Management Board in the 2023 financial year and additional disclosures about the members of the Management Board are listed in the notes to the annual and consolidated financial statements under “Other disclosures”. The Management Board currently consists of Sonja Wärntges as Chairwoman (Chief Executive Officer, CEO, and Chief Financial Officer, CFO), also responsible for Strategy, Human Resources, IT, Corporate Finance & Controlling, Corporate Communications, Investor Relations and M&A; Johannes von Mutius, responsible for Transaction Business (Chief Investment Officer, CIO); Torsten Doyen (Chief Institutional Business Officer, CIBO); and Christian Fritzsche (Chief Operating Officer, COO).

As stipulated in the Articles of Association, the Supervisory Board consists of six members, who are all elected by the General Shareholders’ Meeting. The Supervisory Board has elected a Chairman and a Vice Chairman. Members of the Supervisory Board are elected for a term of office ending at the conclusion of the General Shareholders’ Meeting that formally approves their actions during the fourth financial year following the start of their term of office. The financial year in which the term of office begins is not included in this calculation. The current terms in office end at different times due to different appointment dates. The specific composition of the Supervisory Board in the 2023 financial year and additional disclosures about the members of the Supervisory Board are listed in the notes to the annual and consolidated financial statements under “Other dis closures”. –> Annual Report 2023

The Supervisory Board works with the Management Board on long-term succession planning. In addition to meeting the requirements of the German Stock Corporation Act (AktG), the DCGK and the Rules of Procedure, the target for the share of women on the Management Board as well as the diversity policy for the Management Board and a requirements profile must also be taken into account when carrying out long-term succession planning. The specific qualification requirements and stated specification are taken into consideration to create an ideal profile that is used by the Supervisory Board to select a shortlist of available candidates with whom to conduct structured discussions. External consultants help the Supervisory Board to develop the requirements profiles and/or select candidates as required. When making decisions on filling Management Board positions, the key suitability criteria are professional qualifications for the division being run, leadership qualities, past performance and acquired skills as well as knowledge of Branicks Group AG.

With regard to the composition of the Management Board, the Supervisory Board follows a diversity policy that primarily includes the following aspects:

• Members of the Management Board should have the knowledge, skills and experience required to properly complete their tasks.
• Members of the Management Board must be familiar with the commercial real estate sector. At least some members of the Management Board should also have knowledge or experience of funds/asset and property management as well as capital markets and financing. As a minimum, the member of the Management Board responsible for Finance must have accounting or auditing expertise and some members of the Management Board should contribute experience of leading a medium-sized company.
• Diversity should also be taken into account when searching for qualified individuals for the Management Board. There should also be an appreciation of how different complementary professional profiles, work and life experiences and balanced gender representation can benefit the work of the Management Board.
• As a rule, members of the Management Board should be under 65 years old. Age should therefore also be taken into account when appointing Management Board members.
• The Supervisory Board stipulated targets for the share of women on the Management Board and a deadline for their achievement in accordance with section 111 (5) AktG as outlined below.

The diversity policy should benefit the work of the Management Board overall. When deciding which individual should fill a specific Management Board position, the Supervisory Board acts in the best interests of the Company while taking into account all circumstances in each individual case.

The Management Board of Branicks Group AG currently consists of four members professionally and personally qualified in different areas, including a female member, Sonja Wärntges, as CEO. The Supervisory Board believes that the diversity policy was complied with during the reporting period and is being complied with currently.

The Supervisory Board most recently set the targets regarding its composition on 14 December 2022. The targets, which take the recommendations of the DCGK into account in accordance with the Declaration of Compliance (especially as regards sustainability expertise), also include the skills profile for the Supervisory Board as a whole as well as the diversity policy it pursues for its composition.

• As a group, the Supervisory Board should have the knowledge, skills and professional experience required to properly complete its tasks. Members of the Supervisory Board must generally be familiar with the sector in which the Company operates.
• It should be ensured that at least some individual members of the Supervisory Board have the following knowledge or experience: (i) familiarity with the commercial real estate sector, (ii) knowledge of funds/asset and property management, (iii) knowledge of capital markets and financing, (iv) accounting expertise for at least one Supervisory Board member and auditing expertise for at least one Supervisory Board member, (v) expertise regarding sustainability issues relevant to the Company, (vi) experience of leading a medium-sized or larger company. The individual qualifications of individual members may complement each other in achieving these objectives. The accounting expertise shall consist of specific knowledge and experience in the application of accounting policies and internal control and risk management systems, and the auditing expertise shall consist of specific knowledge and experience in auditing financial statements.
• Independence and avoiding conflicts of interest are also important objectives: The Supervisory Board members representing the shareholders should include an adequate number of independent members as defined in clause C.6 of the DCGK. More than half of the shareholder representatives shall be independent from the Company and the Management Board as defined in clause C.7 of the DCGK. At least half of the shareholder representatives shall be independent from a controlling shareholder as defined in clause C.9 of the DCGK. The Supervisory Board also follows the recommendations of the DCGK with regard to conflicts of interest. The Supervisory Board should not include any members who perform an executive or advisory role with significant third-party competitors of the Company or Group. The Supervisory Board should not include more than two former Management Board members.
• Requirements for individual Supervisory Board members include: Only persons under 70 should be proposed for election to the Supervisory Board. Supervisory Board members should have business or operational experience. They should be able to assess the profitability, expediency and legality of the business decisions being evaluated as part of the Supervisory Board’s work as well as key accounting documents, with the support of the auditor where appropriate. They should be willing to get involved in the substance of the business to a reasonable extent. Each Supervisory Board member ensures that they can dedicate the expected time to properly exercising their Supervisory Board mandate.
• The Supervisory Board may also include members who are particularly qualified for international requirements. However, in view of Branicks Group AG’s primary focus on the German property market, the decision was made not to stipulate the aspect of internationality as an objective.
• Diversity should also be taken into account when searching for qualified individuals for the Supervisory Board. There should also be an appreciation of how different complementary professional profiles, work and life experiences and balanced gender representation can benefit the work of the Supervisory Board. The Supervisory Board stipulated targets for the share of women on the Supervisory Board and a deadline for their achievement in accordance with section 111 (5) AktG as outlined below.

The aforementioned targets should benefit the work of the Supervisory Board overall. The targets for the composition of the Supervisory Board are taken into account in the Supervisory Board’s proposals for the election of Supervisory Board members submitted to the General Shareholders’ Meeting. When preparing and approving candidate proposals to the General Shareholders’ Meeting for the appointment of Supervisory Board members, the Supervisory Board should be guided by the best interests of the Company in each case, observe legal requirements and focus on the professional and personal qualifications of the candidate.

The Branicks Supervisory Board provided an overview of the qualifications of its members (“Qualification matrix”) based on the targets for its composition and the skills profile on p. 103 of its Annual Report 2023.

As a listed company not subject to co-determination, Branicks Group AG is required by law to stipulated targets for the share of women on the Supervisory Board, on the Management Board and at the two executive levels below the Management Board, to the extent that these exist.

With effect from 1 July 2022, the Supervisory Board adopted targets of 1/6 (corresponding to around 16.66%) for the share of women on the Supervisory Board and 25% (1/4) for the share of women on the Management Board. A deadline of 30 June 2027 has been set for achieving these targets. As of the time of publishing this report, the target for the Management Board of 1/4 (25%) was met. The target for the share of women on the Supervisory Board was also met as at 31 December 2023 with a ratio of 16.66% (1/6), and with a ratio 20% (1/5) it is also met at the publication date.

With effect from 1 July 2022, the Management Board adopted a target of 28.125% (9/32) for the share of women at the executive level below the Management Board (broader management group including regional managers). A deadline of 30 June 2027 has been set for achieving this target. As of the reporting date, this target has been met with a ratio of 33.33% (9/27).

Each member of the Management Board and Supervisory Board discloses potential conflicts of interest in compliance with the DCGK. No conflicts of interest arose on the Management Board in financial year 2023. Any conflicts of interest on the Supervisory Board disclosed to the Supervisory Board in the 2023 financial year and their treatment are described in the Supervisory Board report.

The Supervisory Board established an Audit Committee, which supports the Supervisory Board in the performance of its duties and regularly reports to it. The Audit Committee is concerned with the tasks set out in section 107 (3) sentence 2 AktG, which means it primarily monitors the accounting, the financial reporting process, the effectiveness of the internal control system, the risk management system and internal audit system, Group-wide compliance and, finally, the audit of financial statements. It evaluates and monitors the independence of the auditors (also taking into account the additional services provided by the auditors), regularly assesses the quality of the audit, and determines the areas of emphasis of the audit in consultation with the auditors. The Audit Committee mainly meets as needed. The Audit Committee discusses the assessment of audit risk, audit strategy and planning, and audit findings with the auditor. The Chairman of the Audit Committee regularly communicates with the auditor about the progress of the audit and reports these updates to the Committee. The Audit Committee regularly consults with the auditor, even without involving the Management Board.

As at 31 December 2023 and at the time of publishing this report, the Audit Committee had the following three members:

• • Prof. Dr. Ulrich Reuter (until 31 December 2023)
  (Chairman of the Audit Committee until 31 December 2023)
• René Zahnd
  (Chairman of the Audit Committee since 1 January 2024)
• Prof. Dr. Gerhard Schmidt
• Dr. Angela Geerling (since 1 January 2024)

As a result of his extensive experience as a member and Chairman of the Audit Committee of Branicks Group AG as well as many years serving on the supervisory bodies and audit committees of various banks, Prof. Dr. Ulrich Reuter (Chairman of the Audit Committee until 31 December 2023) had particular expertise in accounting and the auditing of financial statements. This expertise also included the preparation and auditing of sustainability reports.

Having spent many years as Chief Executive Officer at Swiss Prime Site AG (listed) and as a long-standing member of the Audit Committee of Branicks Group AG, René Zahnd (Chairman of the Audit Committee since 1 January 2024) has particular expertise in accounting, including sustainability reporting and the material sustainability targets for Branicks Group AG as well as their implementation.

As a qualified tax consultant and due to many years of service as Chairman of the Supervisory Board and a member of the Audit Committee of Branicks Group AG, as well as with numerous other listed and unlisted companies such as his previous role with Grohe AG and his current activities with TTL Beteiligungs- und Grundbesitz-AG, Prof. Dr. Gerhard Schmidt has particular expertise both in accounting and financial statements auditing.

The Supervisory Board annually assesses how effectively the Supervisory Board as a whole and the Audit Committee fulfil their tasks. Externally created, structured questionnaires are used in which Supervisory Board and committee members are asked to answer a series of questions. These questionnaires include issues concerning the organisational, human resources-related and substantive performance of the Supervisory Board and its committee as well as the collaborative structure and procedures within the Supervisory Board and the provision of information, particularly by the Management Board. The results are then jointly discussed by the Supervisory Board.

A Directors & Officers (D&O) insurance policy is in place for members of the Management Board and the Supervisory Board. It provides insurance for claims for damages by the Company, shareholders or third parties, which may be asserted due to Board members’ failure to exercise due care. Branicks Group AG bears the costs of the insurance policy. The members of the Management Board have to pay a deductible in the event of a claim.