Report of the Supervisory Board

Dear readers,

2022 was far more than a year of crisis in both global and economic policy terms. Russia’s attack on Ukraine in February plunged the population of an up-and-coming European state into war. More than 17 million people abandoned their homes, many of them also heading for Germany. The conflict forced numerous countries to adopt a new stance – with what were sometimes serious implications for economic development in Europe and Germany as well.

Rising prices and a dramatic increase in energy costs sent inflation soaring and also prompted the European Central Bank to take significant countermeasures by raising key rates. This resulted in fundamental changes on the capital market within only a very short space of time.

Despite this challenging environment, Vonovia can once again look back on a successful fiscal year in 2022. Vonovia’s business model remains intact. The Management Board has verified which measures the company can take to counteract negative developments.

Interest rate developments, price increases for construction materials and supply chain disruption are currently making it impossible to implement new investment projects in a cost-effective manner. Construction and modernization work that has already started was, and will be, continued.

Here on the Supervisory Board, we provided in-depth advice to the Management Board on these issues and support the approach it has taken. The aim is to steer this adjusted investment policy back to the previous course as soon as possible. Vonovia remains committed to doing its best to support the achievement of climate targets by implementing energy-efficient refurbishment measures in its portfolio, and to take further pressure of the housing market in urban areas by building new homes.

Over the past year, the Management Board and Vonovia’s employees again took responsibility in a difficult environment and advocated resolutely for the interests of the company’s stakeholders – first and foremost for the concerns and well-being of our tenants. At the same time, they forged ahead successfully with the internal integration of the two real estate companies, Vonovia and Deutsche Wohnen.

In the 2022 fiscal year, the Supervisory Board continuously monitored the Management Board’s management activities and provided the Management Board with regular advice concerning the running of the company. We were able at all times to establish that their actions were lawful, expedient and regular. The Management Board notified us regularly, promptly and comprehensively, both in writing and verbally, of all circumstances and measures that were relevant to the company. The Management Board fulfilled its information obligations to an appropriate extent at all times.

At our plenary meetings and in our committees, we always had ample opportunity to critically appraise the reports and proposals submitted by the Management Board and to contribute our own suggestions. We discussed and tested the plausibility of all business occurrences of significance to the company, as communicated to us by the Management Board in written and verbal reports, in detail. Where required by law or the Articles of Association, we granted our consent to individual business transactions.

Cooperation Between the Management Board and the Supervisory Board

In the last fiscal year, our Supervisory Board consisted of twelve members. We were on hand to support the Management Board in the various meetings held and also in its key decisions. We also kept a close eye on the company’s business development outside of meetings. The Management Board regularly informed us about key events and the company’s strategic direction as part of a collaboration based on trust.

As Chairman of the Supervisory Board, I maintained regular and close dialogue with the Chairman of the Management Board in particular, but also with the other Management Board members, even outside of the Supervisory Board meetings. The employee representative bodies were involved in communications on key company matters via the Management Board. The Chairman of the Management Board informed me on company-related topics emerging from the Management Board’s discussions with representatives of the Group works council, going into an appropriate level of detail. Other members of the Supervisory Board were notified of any important findings promptly, or at the latest by the next board meeting. In the fiscal year, conflicts of interest involving Management Board or Supervisory Board members, which are to be reported immediately to the Supervisory Board, were reported once at the meeting of the Supervisory Board held on December 8, 2022. The Supervisory Board member did not participate in this meeting of the Supervisory Board, but granted a voting proxy for the topics not affected by the conflict of interest.

Main Remit

In line with the duties assigned to the Supervisory Board by law, the Articles of Association and the rules of procedure, we once again closely scrutinized the Group’s operational, economic and strategic progress in the 2022 fiscal year. The main issues covered included the development of overall conditions on the markets, changes in the capital market environment and their impact on portfolio and new investments. We also discussed the topics of digitalization and portfolio strategy with the Management Board in detail.

Once again, the topic of governance was a key issue for the Supervisory Board. At a further training event, we addressed the Corporate Sustainability Reporting Directive (CSRD) as the new framework for sustainability reporting within the EU. The regulatory requirements also require us to analyze our business activities and the corresponding implementation. We will be providing close support in this matter. We will continue to focus on governance topics in further training events in the current fiscal year.

We also took an in-depth look at the future structure of the Supervisory Board and the Management Board. As far as the Management Board is concerned, we discussed the management structure, including possible succession arrangements. In 2023, the Supervisory Board will be (re)appointing candidates for numerous Supervisory Board mandates. This was intensively discussed and prepared in detail by the Executive and Nominating Committee as part of strategic succession planning. To implement the “Staggered Board”, we have set up a nomination process with the involvement of an independent HR consulting firm to ensure that succession planning takes account of the Board’s skills profile. Onboarding measures already in place ensure that new Board members are introduced to the company quickly and effectively.

The Supervisory Board and the committees again worked together efficiently in the past year. An efficiency review is planned for the end of the year, taking into account this year’s restructuring of the Board with the assistance of an experienced moderator.

The Chairman of the Supervisory Board maintains dialogue with the relevant investors on governance issues as part of a regular governance roadshow, which was last held at the end of February 2023.

Meetings

In the 2022 fiscal year, the easing of the COVID-19 pandemic meant that meetings could once again be held as face-to-face events or in hybrid format. The Supervisory Board met a total of seven times to consult and pass resolutions – once in a face-to-face meeting (September) and four times by means of video conference (twice in March, and in October and December). Two meetings were held as hybrid events (July and December). The Supervisory Board made decisions using the written procedure in three cases (twice in January and in May).

Any individual members absent from the seven meetings had always been excused and, especially in the case of the extraordinary committee meetings, were absent for work-related reasons. The absent members reviewed the meeting documents in detail and participated in the decisions met by issuing voting instructions to the Chairman of the Supervisory Board.

The attendance rate for Supervisory Board and committee meetings averaged 92%. No member of the Supervisory Board took part in less than half of the meetings during their term of office. The same applies to participation in committee meetings. In preparation for the meetings, the Management Board submitted timely, comprehensive and valid written reports and resolution proposals to us.

Information on the Individual Meetings and Their Content as well as Written Resolutions

At the beginning of 2022, the ongoing pandemic meant that it appeared to make sense to hold the Annual General Meeting on April 29, 2022 as a virtual event in order to protect everyone involved. On January 18, 2022, the Supervisory Board approved this decision by the Management Board using the written procedure.

On January 24, 2022, the Supervisory Board made a decision, using the written procedure, to nominate Jürgen Fenk and Matthias Hünlein for election to the Supervisory Board at the Annual General Meeting on April 29, 2022.

On March 1, 2022, the Supervisory Board passed a resolution reappointing Rolf Buch as Chairman of the Management Board for a further five years with effect from March 1, 2023. The extraordinary meeting was held as a video conference.

On March 17, 2022, the Supervisory Board met to adopt the balance sheet. It approved the company’s annual and consolidated financial statements as of December 31, 2021. The agenda and the resolution proposals for the Annual General Meeting were discussed and adopted. The Supervisory Board approved the proposal for the appropriation of profit to be made to the Annual General Meeting as well as the proposal that the dividend be paid either in cash or in the form of shares. Furthermore, the Supervisory Board approved the Non-financial Declaration. It passed a resolution engaging KPMG to conduct the business audit of the Non-financial Declaration for the 2022 fiscal year, the ESG report as well as the 2022 Sustainability Report. The Supervisory Board approved the proposed resolution to appoint KPMG as auditor for the annual financial statements and consolidated financial statements for the 2022 fiscal year, as well as to appoint PricewaterhouseCoopers as auditor of the interim financial report for the first quarter of the 2023 fiscal year. The Supervisory Board approved the remuneration report for the 2021 fiscal year prepared by the Management Board and the Supervisory Board, and decided to publish it on the company’s website with the audit report issued by KPMG.

The Supervisory Board approved the fundamental resolution of the Management Board on the partial use of authorized capital 2021 in connection with the scrip dividend and transferred to the Finance Committee the powers required to take further steps. The update of the EMTN prospectus, involving an increase from € 30 billion to € 40 billion, and the issue of euro-denominated bonds with ESG elements (Green, Social or Sustainable) as part of the EMTN program in the amount of € 2.0 was also approved by Supervisory Board.

The consultations also focused on the report submitted by the Management Board on the process involved in integrating Deutsche Wohnen, and the reports by the Management Board members on the course of business in individual segments.

Under the “HR-related matters” agenda item, the Supervisory Board discussed remuneration issues relating to the Management Board (including target agreements, short-term and long-term incentive plans, the target achievement level under the 2021 short-term incentive plan, payment of the 2018 long-term incentive plan tranche) and passed corresponding resolutions. The Supervisory Board also addressed HR matters relating to the Management Board.

After the Annual General Meeting held on April 29, 2022, the Supervisory Board appointed the newly elected Supervisory Board members Jürgen Fenk, as member of the Audit Committee, and Matthias Hünlein, as member of the Executive and Nomination Committee, on May 3, 2022 using the written procedure.

At the hybrid meeting held on July 13, 2022 the Management Board provided the members of the Supervisory Board with information on current developments on the capital market and the resulting effects on the cost of capital for the company, among other things. The Supervisory Board also addressed the issue of succession planning for the Supervisory Board. The Supervisory Board’s current skills profile was also discussed in this context.

The Management and Supervisory Boards were able to consult on the further corporate strategy at a face-to-face meeting on September 8, 2022. We discussed the decision made by the Management Board to suspend acquisitions and new investment projects in new construction and modernization for the time being given the new financing conditions and the associated industry-specific effects. Our Supervisory Board supported the Management Board in its decision to continue with the business model and the associated investment strategy as soon as the overall conditions allow again. We also supported the Management Board’s plans to attract equity partners for subportfolios, also via joint ventures. The Supervisory Board approved the Management Board’s decision to hold the Annual General Meeting as a virtual event again in 2023. This was prompted by the positive experience from recent years. We also addressed the issue of succession planning in the Supervisory Board.

At the extraordinary Supervisory Board meeting held as a video conference on October 1, 2022, we approved the issue of bonds with maturities of up to five years based on the recommendation put forward by the Finance Committee. The proceeds are to be used to repay financing that will reach final maturity in 2024.

At a hybrid meeting held on December 8, 2022, we took a detailed look at the budget for 2023. We discussed the plans presented by the Management Board in response to the special overall conditions in depth. We support the Management Board in the measures presented and approved the budget for the 2023 fiscal year. We also discussed the five-year plan, again taking the new overall conditions into account. The Management Board informed us of the operating business performance in the individual segments, financial performance and capital market performance, as well as the status of the process involved in integrating Deutsche Wohnen into the Vonovia Group.

In our discussions on HR-related matters, we looked at the remuneration paid to the Management Board and found it to be in line with market practice. As a result, we confirmed the appropriateness of the remuneration paid to the Management Board members.

We resumed the discussions on the future orientation and skills profile as well as the staffing of the Supervisory Board that had already been raised at the September meeting, and followed the recommendations made by the Executive and Nomination Committee in our decisions. In connection with the upcoming (re)appointments to the Supervisory Board in 2023, we made a decision on a successor for Jürgen Fitschen due to the latter’s departure from the Supervisory Board. The Supervisory Board intends to elect Clara-Christina Streit as Chairperson of the Supervisory Board following the Annual General Meeting – subject to her being reelected.

We also decided to propose to the Annual General Meeting that the Articles of Association be amended so as to reduce the number of members from twelve to ten. In the context of the upcoming (re)appointments to the Supervisory Board, a “Staggered Board” is to be introduced. The staggered terms of the Supervisory Board mandates are to be proposed to the Annual General Meeting along with the nominations of candidates for election as members of the Supervisory Board in 2023.

Amendments to the German Corporate Governance Code (GCGC) meant that the rules of procedure for the Supervisory Board and the Management Board had to be updated. The Supervisory Board approved these updates. We also passed a resolution on the submission of an updated Declaration of Conformity with the GCGC.

At an extraordinary meeting held as a video conference on December 22, 2022, we discussed the targets for the variable Management Board remuneration. Based on a recommendation made by the Executive Committee, we adopted the corporate targets for the 2023 fiscal year for the STIP (short-term incentive plan) Management Board remuneration component and also defined the target values for the Management Board members in the 2023-2026 performance period for the purposes of the LTIP (long-term incentive plan). We also decided to agree on an individual performance criterion in the 2023 STIP. We also addressed HR-related matters regarding the Boards.

Duties of the Committees

The Supervisory Board made use of the existing committees (Audit Committee, Finance Committee and Executive and Nomination Committee) to effectively perform its work. The committees prepare subjects which are to be discussed and/or resolved by the Supervisory Board. In addition, the committees passed further resolutions that we had delegated to them instead of passing them on the Supervisory Board as a whole.

In addition to regular dialogue between the Audit Committee and the auditors at the quarterly meeting, there is also regular communication between the Chairman of the Audit Committee and the auditors, particularly before the quarterly meetings of the Audit Committee.

Audit Committee

The Audit Committee had four members in the reporting year. The Chairman was Prof. Dr. Edgar Ernst. The other members were Burkhard Ulrich Drescher (until April 29, 2022), Vitus Eckert, Jürgen Fenk (as of May 3, 2022) and Dr. Florian Funck. In 2022, the Audit Committee met four times (March, May, August and November).

At the hybrid meeting held on March 17, 2022, the Committee assessed the annual and consolidated financial statements as of December 31, 2021, as well as the combined management report for the 2021 fiscal year. The Committee’s review took account of both the company’s reports and the reports prepared by the auditor KPMG. The auditor audited the presentation of the consolidated financial statements in ESEF format (European Single Electronic Format), which has been required since 2021, and confirmed that it is legally compliant. The main points of the audit of the consolidated financial statements were the valuation of investment properties located in Germany, Sweden and Austria and the value of goodwill. The acquisition and the associated inclusion of the Deutsche Wohnen SE Group into Vonovia’s consolidated financial statements was another focal point.

KPMG also reported on the audit certificate issued for the Non-financial Declaration (NFD). The Committee recommended that the Supervisory Board approve the Non-financial Declaration. The Audit Committee approved the Management Board’s proposal for the appropriation of profit and made a recommendation for a resolution to be passed by the Supervisory Board regarding the approval and adoption of the annual financial statements.

The Committee approved the proposal for the selection of KPMG as auditor for the 2022 fiscal year and for the audit of the condensed consolidated interim financial statements and interim Group management reports for 2022. The Audit Committee also approved the recommendation to appoint PwC as auditor for the interim financial report for the first quarter of 2023.

The Committee also examined the 2022 annual report of Internal Audit. Other topics of discussion included the compliance report and the Internal Audit status report, which confirmed the effectiveness of the internal control system (ICS), among other things.

In a video conference on May 4, 2022 with some members attending in person, the Audit Committee looked at the condensed consolidated interim financial statements as of March 31, 2022. The Committee acknowledged and approved the auditor’s report and the condensed consolidated interim financial statements and interim statement as of March 31, 2022. The Committee discussed the new overall conditions in the construction industry and the effects of higher construction and energy costs with the Management Board. The Committee also addressed the risk management and compliance reports, as well as the Internal Audit status report. The Audit Committee also acknowledged the report on the company’s tax situation and the information on the status of the ongoing company tax audits.

In a video conference with some members attending in person held on August 2, 2022, the Audit Committee acknowledged and approved the consolidated half-year financial statements, including the interim financial report, as of June 30, 2022. The Audit Committee approved the audit focal points for 2022 presented by KPMG, as well as the audit budget. Other topics of discussion included the Internal Audit and compliance management status reports. The Audit Committee acknowledged the certificate issued by KPMG on the audit of the EMIR (European Market Infrastructure Regulation) system.

On  November 3, 2022, the Audit Committee discussed the condensed consolidated interim financial statements as of September 30, 2022 at a hybrid meeting, acknowledging and approving them. The discussions covered topics including the reports of the company and the auditor. The Committee looked at the risk report, the compliance report and the report on the major legal disputes. The Committee’s members discussed the report prepared by the Internal Audit department on the status of its audits and set the audit plan for the Internal Audit department for the 2023 fiscal year.

Finance Committee

In 2022, the Finance Committee comprised five members. The Chairperson was Clara-Christina Streit. The other members were Jürgen Fitschen, Dr. Ute Geipel-Faber, Daniel Just and Christian Ulbrich. The Finance Committee met five times via video conference and once at a hybrid meeting during the reporting year (March, April, July, September, October and November). The Committee made decisions using the written procedure in one case (in May). The Finance Committee had been previously authorized by the Supervisory Board to make all decisions on matters outside the scope of the topics for which it is generally responsible.

In a video conference held on March 17, 2022, the Finance Committee discussed the Management Board’s plans to increase the EMTN prospectus volume by € 10 billion (from € 30 billion to € 40 billion), as well as a bond issue (euro-denominated bonds with ESG elements) as part of the EMTN program in the amount of € 2 billion. The Finance Committee decided to make a corresponding recommendation to the Supervisory Board that the measures be implemented. The Finance Committee also discussed the possible granting of a scrip dividend at the Annual General Meeting.

In a video conference on April 28, 2022, the Finance Committee approved the fundamental resolution of the Management Board on the partial use of authorized capital 2021 in connection with the 2022 scrip dividend and, using the written procedure on May 20, 2022, granted its consent to the Management Board’s more detailed resolution on the performance of the non-cash capital increase.

At a face-to-face meeting with some members joining by video held on July 12, 2022, the Management Board provided the Finance Committee with information on possible effects and key aspects of a capital allocation strategy given the changes in the overall conditions, especially with regard to the cost of capital.

In a video conference held on September 5, 2022, the Management Board provided the Finance Committee with information on strategic considerations regarding the realignment of Vonovia’s capital allocation and growth strategy.

At an extraordinary meeting held as a video conference on October 1, 2022, the Finance Committee discussed the Management Board’s plans to issue bonds in an amount of up to € 2 billion with maturities of up to five years and the repayment of financing. The Committee made a corresponding recommendation to the Supervisory Board.

At an extraordinary meeting held via video conference on November 25, 2022, the Management Board provided the Finance Committee with information on the status of the company’s financing and capital structure in light of current developments, as well as on the status of the company’s sales activities.

Executive and Nomination Committee

In the fiscal year under review, the Executive and Nomination Committee consisted of five members. The Committee was headed up by Jürgen Fitschen as Chairman of the Supervisory Board. The other members were Matthias Hünlein (as of May 3, 2022), Hildegard Müller, Prof. Dr. Klaus Rauscher (until April 29, 2022), Dr. Ariane Reinhart and Clara-Christina Streit. The Executive and Nomination Committee met ten times by video conference in 2022 (twice in January, twice in February, in July, August, October, November and twice in December). The Committee made one decision using the written procedure (February).

At meetings held as video conferences on January 10 and 26, 2022 and on February 17 and 25, 2022, the Executive and Nomination Committee mainly dealt with personnel matters relating to the Management Board and personnel matters relating to Supervisory Board committees. Discussions centered on the further development and focus of the Management Board with regard to the future challenges the company is facing. The Committee addressed the skills profile of the Management Board and the Chairman of the Management Board. In the course of its discussions, the Executive and Nomination Committee made a recommendation to the Supervisory Board that Rolf Buch be reappointed for a further five years. The Committee adopted the relevant resolution using the written procedure on February 25, 2022.

In video conferences held on July 11, 2022 and August 24, 2022, the Executive and Nomination Committee dealt with personnel matters relating to the Management Board and the HR decisions to be addressed at the 2023 Annual General Meeting regarding the (re)appointment of Supervisory Board members and the appointment of a Chairperson for the Supervisory Board. The committee members prepared the upcoming personnel matters relating to the Management Board, as well as the Supervisory Board’s discussions on possible adjustments relating to the future number of Supervisory Board members and the introduction of a “Staggered Board”. The Committee also addressed governance issues, also regarding diversity within the Boards.

On October 21, 2022 and November 17, 2022, the Executive and Nomination Committee dealt with personnel matters relating to the Management Board and the further development of the Management Board in video conferences. The Committee members also discussed the skills profiles within the Supervisory Board, measures to ensure a continuous nomination process for Supervisory Board members and corresponding onboarding measures. The Committee adopted recommendations to be made to the Supervisory Board on structural adjustments to the Board (introduction of a “Staggered Board” and reduction in the number of members) as well as on the appointment of the Chairperson of the Supervisory Board after the 2023 Annual General Meeting.

In a video conference held on December 5, 2022, the Executive and Nomination Committee reviewed the appropriateness of Management Board remuneration based on market data, and recommended to the Supervisory Board that the appropriateness of the remuneration be confirmed, as it does not exceed the remuneration that is standard in the market. The Committee also recommended that an individual performance criterion be provided for in the STIP 2023 target agreement. The Committee also discussed personnel matters relating to the Management Board and strategic succession planning within the Supervisory Board.

On December 19, 2022, the Executive Committee discussed the corporate targets for the variable remuneration to be paid to the Management Board for the 2023-2026 tranche of the long-term incentive plan and the 2023 short-term incentive plan. The Committee approved corresponding recommendations to be made to the Supervisory Board. The Executive Committee also discussed personnel matters relating to the Management Board and the Supervisory Board.

Corporate Governance

The Management Board and Supervisory Board of Vonovia SE are committed to the principles of good corporate governance. As a result, the members of the Supervisory Board once again looked at the German Corporate Governance Code in the reporting year. On December 8 and 9, 2022, the Management Board and the Supervisory Board issued a Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act (AktG). The Management Board also reports, including on behalf of the Supervisory Board, on corporate governance at Vonovia in the declaration on corporate governance. Both declarations will be permanently published by the company on its website for perusal.

Audit

After being appointed at the Annual General Meeting on April 29, 2022 to audit financial statements for the 2022 fiscal year, KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, has duly audited the annual financial statements and consolidated financial statements of Vonovia SE as of December 31, 2022, and the combined management report for the 2022 fiscal year and has expressed an unqualified opinion thereon. The Non-financial Group Declaration, which is included in a separate section in the combined management report, has been subjected to a separate limited assurance engagement in accordance with ISAE 3000 by KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin. In accordance with Section 317 (4) of the German Commercial Code (HGB), KPMG also assessed the risk early warning system of Vonovia SE.

The auditor had affirmed its independence to the Chairman of the Audit Committee and duly declared that no circumstances exist that could give grounds for assuming a lack of impartiality on its part. The audit assignment was awarded to KPMG AG Wirtschaftsprüfungsgesellschaft by the Chairman of the Audit Committee in line with the Committee’s resolution and the choice of auditor made by the shareholders at the Annual General Meeting.

The annual financial statements were prepared by the Management Board in accordance with the German commercial law and stock corporation law provisions, including the generally accepted accounting practice. The consolidated financial statements were prepared by the Management Board in accordance with the International Financial Reporting Standards (IFRS), as applied in the European Union, as well as the supplementary provisions applicable pursuant to Section 315e (1) HGB.

For the annual financial statements and the consolidated financial statements, Vonovia SE prepared a combined management report based on the requirements set out in Sections 315, 298 (2) HGB.

Every member of the Supervisory Board received copies of the annual financial statements, the consolidated financial statements, the combined management report and the auditor’s report in good time. On the basis of the preliminary examination and assessment by the Audit Committee, about which the Audit Committee Chairman reported to the Supervisory Board, the Supervisory Board has scrutinized in detail the annual financial statements, consolidated financial statements and combined management report of Vonovia SE for the 2022 fiscal year and also considered the Management Board’s proposal for the appropriation of profit. With regard to the Non-financial Declaration to be published pursuant to the CSR Directive Implementation Act, the Supervisory Board complied with its review obligation.

At both the joint meeting on March 15, 2023 with the Audit Committee and the Supervisory Board meeting on March 16, 2023, the auditors reported on their findings, including the strategic audit objectives and key audit matters. The strategic audit objectives and the key audit matters set out in the auditor’s report had been defined by the auditor within the context of his independent mandate in the second half of 2022, and had already been discussed and agreed upon with the Audit Committee in advance.

In the 2022 fiscal year, with regard to the consolidated financial statements, particularly key audit matters included the valuation of investment properties and the value of goodwill. A particularly important audit matter for the separate financial statements is the measurement of the carrying amounts of investments in view of the increased interest rate environment. In addition, among other key areas, business relations with related parties and the economic impact of the Russian war of aggression on Ukraine on the annual and consolidated financial statements were subjected to an in-depth review.

The auditors gave detailed answers to our questions. After an in-depth review of all documentation, we found no grounds for objection. As a result, we concurred with the auditors’ findings.

On March 16, 2023, we followed the Audit Committee’s recommendation and approved the annual financial statements and consolidated financial statements of Vonovia SE, as well as the combined management report. The annual financial statements are thus duly adopted.

Remuneration Report

The Management Board and Supervisory Board prepared a report on the remuneration granted and owed to the members of the Management Board and the Supervisory Board in the 2022 fiscal year. The remuneration report was reviewed by the auditor to check that it included the disclosures required by law under Section 162 (1) and (2) AktG. As well as checking the statutory requirements, KPMG also audited the content of the report.

The remuneration report, including KPMG’s audit report, was published on the company’s website.

Dividend

The Supervisory Board considered the Management Board’s proposal for the appropriation of profit. It gave particular consideration to the liquidity of the company/the Group, tax-related aspects and financial and investment planning. Following its audit, the Supervisory Board agrees with the proposal for the appropriation of profit set out by the Management Board, namely the proposal that, from the profit for the 2022 fiscal year, a dividend of € 0.85 per share or € 676,472,497.45 in total on the shares of the share capital as of December 31, 2022, be paid to the shareholders and the remaining amount be carried forward to the new account or be used for other dividends on shares carrying dividend rights at the time of the Annual General Meeting that go beyond those as of December 31, 2022.

As in the previous fiscal years from 2018 to 2021, the dividend for the 2022 fiscal year, payable after the Annual General Meeting in May 2023, will again include the option of a non-cash dividend in shares, to the extent that the Management Board and the Supervisory Board consider this to be in the interests of the company and its shareholders.

Personnel

Philip Grosse joined the Management Board as Chief Financial Officer (CFO) at the beginning of 2022. Ms. Helene von Roeder assumed the duties of Chief Transformation Officer (CTO) in January 2022. The Supervisory Board members Burkhard Ulrich Drescher and Prof. Dr. Klaus Rauscher will step down from the Supervisory Board after the Annual General Meeting on April 29, 2022. Jürgen Fenk and Matthias Hünlein were appointed members of the Supervisory Board at the Annual General meeting.

Concluding Remarks

We would like to thank the Management Board for what remained successful management of the company in the challenging 2022 fiscal year. We would like to thank the company’s employees for their considerable commitment, for being there for the company and for the company’s tenants and business partners in the third year of the COVID-19 pandemic. We would like to thank the employee representative bodies for another year of constructive collaboration.

Bochum, March 16, 2023

On behalf of the Supervisory Board

Jürgen Fitschen