The Management and Supervisory Boards of ADLER Real Estate Aktiengesellschaft declare the following pursuant to §161 of the Corporation Act:

ADLER Real Estate AG has complied with the Recommendations of the Governmental Commission on the German Corporate Governance Code as amended on May 26, 2010 with the exceptions mentioned in the compliance declaration of January 4, 2011.

ADLER Real Estate AG will follow the Recommendations of the Governmental Commission on the German Corporate Governance Code as amended on May 26, 2010 with the following exceptions:

• At variance with Section 3.8(2) 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, which may consist of one or more persons, does not have a chairperson or spokesperson in case of consisting of more persons . 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 4.22(1) of the Code, the Supervisory Board in its entirety handles management board contracts and defines the total remuneration of individual management board members, as well as adopting and regularly reviewing the management board compensation system.
• At variance with Section 4.2.3(2) of the Code, the total remuneration of the Management Board contains only monetary fixed components and stock options. The Supervisory Board chairperson does not disclose the main features of the remuneration system to the shareholders in general meeting.
• At variance with Sections 4.2.4 and 4.2.5 of the Code, the Company does not disclose total remuneration by individual pursuant to a shareholder resolution of September 28, 2011.
• At variance with Section 4.3.1 of the Code, the Management Board members are not subject contractually to any comprehensive prohibition on competition.
• At variance with Section 5.2 of the Code, the Supervisory Board chairperson is not simultaneously the chairperson of the committees, because no committees have currently been formed. Management Board agreements are dealt with at the meetings of the Supervisory Board. The Supervisory Board currently consists of the minimum number of three members prescribed by the Corporation Act. This number of Supervisory Board members makes it unnecessary to form committees, as committees would not increase collaboration efficiency.
• 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. In this regard as well, we would like to refer to Section 5.2 and state that 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 in general meeting.
• 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 consider the provisions of the Code in this regard when nominating suitable candidates to the General Meeting in the context of new elections.
• 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 Aktiengesellschaft.
• 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. The remuneration of Supervisory Board members is evident from the Articles of Association.
• At variance with 6.6(2) and 7.1.3 of the Code, the statements are not made in the Corporate Governance Report but elsewhere in the Annual Report.
• 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.