S IMMO : Corporate Governance Report 2022 (

Corporate governance report

1. Clear commitment to the Austrian Code of Corporate Governance

The Austrian Code of Corporate Governance (ÖCGK) contains rules and principles relating to transparency and sound corpo­rate management. S IMMO AG has subscribed to the Austrian Code of Corporate Governance since 2007. This code is avail­able on the website of the Austrian Working Group for Corporate Governance. Notwithstanding the exceptions set out and ex­plained below, the Management Board and Supervisory Board of S IMMO AG declare full observance of and compliance with the C Rules of the ÖCGK.

Exceptions to the C Rules:

The C Rules of the ÖCGK below are not fully complied with by S IMMO AG:

C Rule 41: "The Supervisory Board shall establish a Nomination Committee."

these agreements are generally not published. If applicable, transactions with related parties are disclosed on the website athttps://www.simmoag.at/en/investor­relations/corporate­gov­ernance.html in accordance with section 95a (5) Austrian Stock Corporation Act (AktG) or described in the Notes, Section 5.6.

C Rule 62: "The company shall have compliance with the C Rules of the Code evaluated periodically, but at least every three years, by an external institution and a report on the find­ings of the evaluation is to be published in the corporate govern­ance report."

The company does not have compliance with the C Rules eval­uated by an external institution. Based on the company's cir­cumstances, the Management Board and Supervisory Board do not consider it necessary to commission a company to perform such an evaluation.

2. Composition of managing bodies

The Supervisory Board has the authority to appoint, renew and dismiss members of the Management Board. This is one of its core tasks. The associated duties generally affect all Supervisory

Information on corporate governancewww.simmoag.at/en/cgwww.corporate-governance.at

Board members equally. The members should therefore also be involved equally in decision­making.

C Rule 49: "In its annual report, the company shall publish the subject and remuneration under contracts requiring approval in accordance with L Rule 48. A combined presentation of similar contracts is permitted."

In accordance with section 95 (5) item 12 AktG, contracts with members of the Supervisory Board under which these members commit to provide a service to the company or a subsidiary in exchange for non­negligible consideration outside their work on the Supervisory Board require the approval of the Supervisory Board. This also applies to contracts with enterprises in which a member of the Supervisory Board member has a material inter­est. The company has concluded contracts at standard market conditions with enterprises at which Supervisory Board mem­bers held board positions in the reporting year. For business policy and competition reasons, details and remuneration under

Management Board

In the reporting year, the Management Board team of S IMMO AG was restructured. The Management Board contract with Bruno Ettenauer was terminated by mutual agreement with effect from 06 September 2022. The Management Board was thus composed of the two remaining members Friedrich Wachernig and Herwig Teufelsdorfer. On 11 October 2022, the Management Board contract with Friedrich Wachernig was also terminated. At the same time, Holger Schmidtmayr was ap­pointed to the Management Board. As of 31 December 2022, the Management Board therefore consisted of two members. More detailed information about the individual members of the Management Board and their responsibilities is shown in the overview of management bodies in this report. The members of the Management Board keep each other informed of all impor­tant business events and developments at all times and discuss the progress of business. There is an ongoing exchange of in­formation with the managers responsible for the various depart­ments.

Supervisory Board

As of 31 December 2022, the Supervisory Board consisted of six members - four capital market representatives and two em­ployee representatives. Information on the Supervisory Board members, their positions on the Supervisory Board and, where

applicable, on other individual Supervisory Board committees, can be found in the overview of management bodies.

Qualification matrix for the Supervisory Board

Karin Rest Martin Němeček Ulrich Steffen Ritter John Verpeleti

Sectors

TopicsMandate sinceMandate until

PropertiesCapital marketFinance

Executive experienceLegal

ESG

2018 2022 2022 2022

2023 2026 2026 2026

XX XXX XX(X) XXX

XX

XX

X

X

X XX XXX XX

XXX

XX

XX

XX

XXX XXX

X X

XX X X X(X)

Evaluation of the Supervisory Board's work

S IMMO AG performs internal evaluations of the Supervisory Board's work. In the reporting year, the Supervisory Board per­formed a self­evaluation using a questionnaire, with the aim of reviewing the efficiency and effectiveness of the Supervisory

Board's work and consequently deriving measures. In particu­lar, the composition and activities of the Supervisory Board and its committees as well as its collaboration with the Management Board were evaluated. The results of the evaluation show that the Supervisory Board's work is rated good to very good.

Criteria for independence

S IMMO AG's Supervisory Board has established the following criteria for the independence of its members as required under C Rule 53 of the Austrian Code of Corporate Governance:

A Supervisory Board member should not have been a member of the Management Board or an executive officer of S IMMO AG or one of its subsidiaries in the preceding five years.

A Supervisory Board member should not maintain, or in the preceding year have maintained, a business relationship of material importance to that Supervisory Board member with S IMMO AG or one of its subsidiaries. This also applies to busi­ness relationships with enterprises in which the Supervisory Board member has a material interest. The approval of individu­al transactions by the Supervisory Board in accordance with L Rule 48 does not automatically mean that a person is not in­dependent.

A Supervisory Board member should not have served as statutory auditor of S IMMO AG, or have had an interest in or been an employee of the auditing firm in the preceding three years.

A Supervisory Board member should not be a member of the management board of another company if a member of the Management Board of S IMMO AG is a member of that com­pany's supervisory board.

A Supervisory Board member should not be a member of the Supervisory Board for longer than 15 years. This does not apply to Supervisory Board members who are shareholders with

an entrepreneurial investment or who represent the interests of such a shareholder.

A Supervisory Board member should not be a close family member (direct descendant, spouse, life partner, parent, uncle, aunt, sibling, niece, nephew) of a member of the Management Board or of persons in any of the positions described above.

Three of the four shareholder representatives on the Super­ visory Board who were in office as of 31 December 2022 have declared themselves independent within the meaning of C Rule 53. Due to his work as a management board member at CPI Property Group S.A., Martin Němeček has declared himself non­independent.

3. Details of the activities and procedures of the Management Board and Supervisory Board

The activities of the Management Board and Supervisory Board and the collaboration between the two bodies are based on the applicable laws, the articles of association and the rules and procedures.

The Management Board runs the company - its allocation of tasks is set out in the overview of management bodies. The Management Board provides the Supervisory Board with infor­mation about all material aspects of the progress of business and all strategic considerations. They jointly pursue the aim of managing the company responsibly with a long­term approach oriented towards sustainable value creation and lasting corpo­rate success. The Management Board and Supervisory Board work closely together in the interests of the company. The inten­sive, ongoing dialogue between the two bodies forms the basis for this.

In its meetings, the Supervisory Board monitors the manage­ ment of the business as well as the finances, strategy, perfor­mance, ESG topics and risk management of the company. In­ vestment projects above a specific volume require approval by

the Supervisory Board. As of 31 December 2022, the Super­visory Board consisted of four capital market representatives and two employee representatives - six members in total.

The Supervisory Board has formed three committees from among its members, which are listed below. In the 2022 report­ing year, nine Supervisory Board meetings were held, some of which were held in person and some via telephone or video conference. Each member of the Supervisory Board participat­ed in more than half of the Supervisory Board meetings in per­son or by telephone or video conference (a detailed list of attendance in the reporting year can be found below). In addi­tion, nine circular resolutions were adopted in writing by the Supervisory Board and one by the Nomination and Remunera­tion Committee.

The committees of the Supervisory Board

Audit Committee

The functions of the Audit Committee include monitoring the accounting and reporting process and the work of the auditors, monitoring the effectiveness of the Internal Control System and the risk management system, and monitoring the process of auditing the Group's financial statements. As of 31 December 2022, the Audit Committee consisted of the following members: Ulrich Steffen Ritter (chairman), Martin Němeček and Andreas Feuerstein (employee representative). The Audit Committee met three times in the reporting year.

strategy adopted by the Management Board in 2022 was pre­sented to the ESG Committee in detail beforehand and revised

based on the committee's feedback. The measures defined as part of this ESG strategy are continuously documented and monitored by the responsible manager in close consultation with the Management Board and reported to the ESG Commit­tee in detail at the meetings held at least every six months. The ESG Committee has the authority to monitor the ongoing pro­cesses and implementation steps in more detail if desired.

Nomination and Remuneration Committee (until

06 September 2022)

The Nomination and Remuneration Committee existed until 06 September 2022. Its scope of work included negotiating, concluding and amending contracts with Management Board members. The committee prepared the principles for the remu­neration of the Management Board and Supervisory Board members and submitted proposals to the full Supervisory Board

for filling vacancies on the Management Board and Supervisory

Board. Up until it was merged with the Committee for Manage­ment Board Matters (Remuneration Committee), the Nomina­tion and Remuneration Committee consisted of the following members: Karin Rest (chairwoman), Christian Hager (deputy chairman until 01 June 2022), Manfred Rapf (deputy chairman since 10 June 2022), Florian Beckermann (since 10 June 2022) and Andreas Feuerstein (employee representative). The Nomi­nation and Remuneration Committee met once in the 2022

financial year.

Committee for Management Board Matters - Remuneration Committee (since 06 September 2022)

This committee's remit covers the negotiation of contracts with the Management Board members and the remuneration policy for the Management Board and the Supervisory Board. As of 31 December 2022, the Committee for Management Board Matters was made up of chairwoman Karin Rest and Martin Němeček.

ESG Committee

The ESG Committee deals in particular with sustainability mat­ters and the social, economic and environmental responsibility of the company. This includes defining an ESG strategy, dealing with regulatory requirements and addressing ESG­related risks.

The identification of the organisation's impact on the economy, the environment and people was carried out in 2021 as part of the materiality analysis together with different stakeholders of the company. At its meetings, the ESG Committee is given detailed presentations of the ESG processes by the Manage­ment Board and the responsible manager, critically examines these and grants its approval for major strategic decisions. As of 31 December 2022, the ESG Committee was composed of the following members: Karin Rest (chairwoman), John Verpeleti and Elisabeth Wagerer (employee representative). The ESG Committee met twice in the 2022 reporting year. The ESG

Strategy Committee (until 06 September 2022)

The responsibilities of the Strategy Committee included the preparation and evaluation of decisions on general business policy and the preparation of decisions of the Supervisory Board

that were strategically significant for the company. At the time of its dissolution on 06 September 2022, the Strategy Committee had the following members: Karin Rest (chairwoman), Christian Hager (deputy chairman until 01 June 2022), Christian Böhm (deputy chairman since 10 June 2022), Florian Beckermann, Hanna Bomba, Ulrich Steffen Ritter (since 10 June 2022) and Elisabeth Wagerer (employee representative). The Strategy

Committee met once in the 2022 financial year. From 06 Sep­tember 2022 onwards, the tasks of the Strategy Committee were assumed by the entire Supervisory Board.

Attendance in 2022 (in person and via telephone or video

conference)

The following table shows the individual attendance of Supervi­sory Board members at Supervisory Board and committee meetings.

First half-year

Name

SBM 17 Feb.

SBM 21 April

2022 2022

AC 21 AprilNomRC 27 AprilSBM 10 JuneESG 30 June

2022 2022 2022 2022

C. Hager (up to and incl. 01 June 2022)

J. Nacos

M. Rapf (first deputy since 10 June 2022, previously second deputy)

K. Rest (chairwoman)

C. Böhm

H. Bomba

U. Ritter (since 01 June 2022) 1

• E. Aschauer

• F. Beckermann (second deputy since 10 June 2022)

A. Feuerstein (employee representative)

H. Schmidtmayr (employee representative)

E. Wagerer (employee representative)

Second half-year

NameE. Aschauer (up to and incl. 05 September 2022)

F. Beckermann (second deputy from 10 June 2022 up to and incl. 05 September 2022)

C. Böhm (up to and incl. 05 September 2022)

H. Bomba (up to and incl. 05 September 2022)

J. Nacos (up to and incl. 05 September 2022)

M. Němeček (first deputy since 06 September 2022)

M. Rapf (first deputy from 10

June 2022 up to and incl. 05 September 2022)

K. Rest (chairwoman)

U. Ritter (from 01 June 2022, second deputy from

06 September 2022)

J. Verpeleti (from 06 Septem­ber 2022)

A. Feuerstein (employee representative)

H. Schmidtmayr (employee representative up to and incl. 11 October 2022)

E. Wagerer (employee representative)

SBM=Supervisory Board Meeting ESG=ESG Committee

SC 13 July 2022

NomRC=Nomination and Remuneration Committee AC=Audit Committee

SC=Strategy Committee

SBM 21 JulySBM 27 July

2022 2022

SBM 6 Sep.

2022

SBM 15 Sep.

SBM 11 Oct.

2022 2022 2022 2022 2022 2022

Not a member or at this time not yet or no longer a member of the Supervisory Board or the relevant committee

AC 11 Oct.

SBM 24 Nov.

AC 24 Nov.

ESG 24 Nov.

4. Diversity concept and measures for the advancement of women

Diversity and equal opportunities are key aspects of S IMMO's corporate philosophy. S IMMO AG has set itself the goal of con­tinuously increasing the proportion of women in management positions and is expressly committed to the advancement of women. S IMMO places great emphasis on the advancement of women when filling senior managerial positions. As of 31 De­cember 2022, in the S IMMO Group (excluding owner­operated hotels) 53.0% of the workforce and 42.9% of senior managers (excluding the Management Board) were female.

Moreover, the company offers flexible working time solutions tailored to the needs of its employees. As of 31 December 2022, 18.2% of all employees worked part­time.

When making nominations, the Supervisory Board primarily focuses on the greatest possible professional skill and interna­tional experience. It also makes an effort to ensure a diverse composition with regard to professional qualifications and edu­cational background, regardless of gender, as well as a majority of independent Supervisory Board members and the consider­ation of all shareholders' interests. The Supervisory Board can­didates are elected by the shareholders eligible to vote at the Annual General Meeting.

In accordance with the legal requirements for a 30% quota of women, two members of the Supervisory Board must be fe­male. S IMMO met these requirements as of 31 December 2022.

Herwig Teufelsdorfer

Holger Schmidtmayr