Declaration of Conformity pursuant to Section 161 AktG

Management Board and Supervisory Board declare that Branicks Group AG has complied with and will continue to comply with the recommendations of the Government Commission on the German Corporate Governance Code (Regierungskommission Corporate Governance Kodex), last amended on April 28, 2022, since submitting its most recent declaration of conformity on December 12, 2024, updated on July 9, 2025. The following exceptions have applied or will apply in future:

In its Section C.10, sentence 1, the Code recommends that the Chair of the Supervisory Board shall be independent from the company and the Management Board. Prof. Dr. Gerhard Schmidt resumed his position as Chairman of the Supervisory Board on October 10, 2025. According to Section C.7 of the Code, when assessing independence from the company and the Management Board, it shall particularly be taken into consideration, among other things, whether the respective Supervisory Board member (i) currently or in the year up to his/her appointment is or was maintaining a material business relationship with the company or one of entities dependent upon the company, directly or as a shareholder, or in a leading position of a non-group entity, and/or (ii) has been a member of the Supervisory Board for more than twelve years. The Supervisory Board has decided to use the formal indicators specified in the Code as the basis for its assessment and not to deviate from them, as permitted under Section C.8 of the Code. Notwithstanding the fact that the Chairman of the Supervisory Board, Prof. Dr. Gerhard Schmidt, cannot be classified as independent from the company and the Management Board on the basis of the aforementioned formal indicators, the Supervisory Board has no doubt that he is able to perform his advisory and supervisory duties without restriction. In addition, the Supervisory Board includes what it considers to be an appropriate number of independent members; more than half of the shareholder representatives, including the Chairman of the Audit Committee, are independent of the company and the Management Board.
Notwithstanding Section D.4 of the Code, no Nomination Committee of the Supervisory Board shall be formed. Since the Supervisory Board, which consists of six members in accordance with the Articles of Association, only includes shareholder representatives and the previous practice of drawing up election proposals in the entire Supervisory Board has proven to be efficient, the Supervisory Board sees no need to form a Nomination Committee.
Section F.2 of the Code recommends that the consolidated financial statements and the group management report shall be made publicly accessible within 90 days from the end of the financial year, while mandatory interim financial information shall be made publicly accessible within 45 days from the end of the reporting period. Branicks Group AG has not complied with the recommendation to make its 2025 half-year financial report publicly accessible. The reason for the later publication of the 2025 half-year financial report was the date of the General Meeting on August 20, 2025, which elected the auditor for the review of the 2025 half-year financial report. The Company reserves the right to publish the consolidated financial statements and the group management report, as well as mandatory interim financial information, in deviation from the recommendations in Section F.2 of the Code, within the statutory deadlines and those specified by Deutsche Börse for the Prime Standard, if this appears necessary due to internal processes for quality assurance of the financial reports.
Notwithstanding Section G.1, first and second indents, of the Code, the remuneration system for members of the Management Board does not specify a so-called “target total remuneration,” which corresponds to the total remuneration in the event of 100% target achievement (based on variable remuneration components), and does not specify the relative share of individual remuneration components in the total remuneration in relation to such a “target total remuneration.” According to the remuneration system for members of the Management Board approved by the General Meeting on August 20, 2025, their variable remuneration consists of a performance-related annual bonus (STI) and options on virtual shares of the company as an equity-based remuneration element with a long-term incentive effect (LTI). With regard to the STI, the Supervisory Board sets a target FFO/share value at the beginning of the financial year, as well as company-related and personal annual targets. The specific amount of STI payments upon achievement of the performance targets is determined at the discretion of the Supervisory Board and is made ex-post in connection with the Supervisory Board’s assessment of the (total) target achievement. Payments from the LTI depend solely on the share price; therefore, no ex ante agreed “target amount” is provided for the LTI either. The Supervisory Board is of the opinion that the variable remuneration structure for the members of the Management Board is clearly geared towards linking the performance of the members of the Management Board with the level of remuneration (pay for performance) and that the structure of the share-based remuneration element contributes to a greater alignment of the interests of the members of the Management Board and the shareholders. This structure promotes the strategic goal of long-term value enhancement for the company.
According to the recommendation in Section G.2 of the Code, a specific “target total remuneration” should be set annually for each member of the Management Board, which shall be appropriate to the corresponding Management Board member’s tasks and performance as well as to the enterprise’s overall situation and performance and shall not exceed the usual level remuneration without specific reasons. In accordance with stock corporation law requirements, the appropriateness of the total remuneration of the members of the Management Board is reviewed regularly and, if necessary, on a case-by-case basis (e.g., when deciding on a contract extension). As explained, as the remuneration system does not provide for a “target total remuneration” within the meaning of the Code, there is no need to set a specific annual target. In the opinion of the Supervisory Board, the remuneration conditions specified in the Management Board service contract and the subsequent determination of the amount of the payment from the STI provide sufficient scope to ensure that the remuneration of the Management Board is consistently appropriate.
According to the recommendation in Section G.6 of the Code, long-term variable remuneration (LTI) shall exceed the share of remuneration based on short-term objectives (STI), with the Code using 100% target achievement as the basis for comparison. The options granted on virtual shares of the company (LTI) are intended as a long-term remuneration component which, assuming a corresponding share price performance, may account for the majority of the total variable remuneration granted, without necessarily exceeding the short-term variable remuneration. Since neither the STI nor the LTI provide for “target remuneration,” a deviation from the recommendation in Section G.6 of the Code is declared as a precautionary measure. Taking into account the proportions of the STI (up to 40%) and LTI (up to 55%) in the total remuneration as specified by the remuneration system as the expected annual expense amount, the Supervisory Board considers the long-term portion of the variable remuneration to be predominant in most cases and, in any event, sufficiently weighted.
The recommendation in Section G.7, sentence 1 of the Code, that the Supervisory Board shall establish the performance criteria for each Management Board member covering all variable remuneration components for the coming financial year, which are based primarily on strategic objectives in addition to operational objectives, is not followed insofar as no further performance criteria are specified for the long-term share price-oriented remuneration component (LTI), no performance criteria other than the dependence of the payout amount on the stock market price are specified. The link to the stock market price contributes to greater alignment of the interests of Management Board members and shareholders, thereby promoting the strategic goal of long-term value enhancement for the company.
According to the recommendation in section G.10, sentence 1 of the Code, the variable remuneration granted shall predominantly be share-based or invested in shares. A share-based remuneration component is provided for in the form of options on virtual shares in the company (LTI). However, as already explained, it is not mandatory that the share-based compensation component constitutes the predominant share of variable compensation. Therefore, as a precautionary measure, a deviation from the recommendation in Section G.10, sentence 1 of the Code is declared. Taking into account the shares of the STI in the total remuneration (up to 40%) and the LTI (up to 55%) specified by the remuneration system, the Supervisory Board considers that the variable remuneration is sufficiently oriented towards the share price.
Section G.10, sentence 2 of the Code recommends that granted long-term variable remuneration components shall be accessible to Management Board members only after a period of four years. The options on virtual shares of the company granted as LTIs provide for a vesting period based on the term of the respective Management Board service contract, which generally ranges from three to five years and after which the options may be exercised at the earliest. Taking into account the term of the respective management board service contract, the four-year period recommended by the Code may therefore be shorter. In the opinion of the Supervisory Board, the basic orientation of the vesting period towards the respective term of appointment contributes sufficiently to the incentive effect of share-based remuneration.
Notwithstanding Section G.11 of the Code, the remuneration system and the existing Management Board contracts do not provide for any pre-agreed option to take account of exceptional developments and to withhold or reclaim variable remuneration if justified (so-called malus and clawback provisions). Among other things, the Supervisory Board considers the subsequent determination of the amount of the performance-related annual bonus (STI), which is at the discretion of the Supervisory Board, and the limitation by the maximum remuneration provided for in the remuneration system to be sufficiently effective means of taking into account any exceptional developments that may have occurred. In view of the statutory claims that exist in the event of a breach of duty, the Supervisory Board does not consider contractual penalty and clawback provisions to be necessary.
In accordance with the Articles of Association, the members of the Supervisory Board are promised performance-based remuneration derived from the annual dividend payment, which may deviate from Section G.18 of the Code, which recommends that such remuneration shall be geared to the long-term development of the company. Dividend payments are a key performance indicator for the shareholders. We consider it appropriate to remunerate the members of the Supervisory Board according to criteria that are also important to shareholders.

Frankfurt am Main, 16 December 2025
The Management Board and Supervisory Board of Branicks Group AG

Jasmin Dentz

Stephan Heimbach

Declaration of Conformity pursuant to Section 161 AktG

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