Declaration of Conformity
Compliance Declaration regarding the Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act
The Management Board and Supervisory Board of POLIS Immobilien AG - having devoted due consideration to the subject - hereby issue the following compliance declaration pursuant to § 161 of the German Stock Corporation Act:
The Management Board and Supervisory Board of the Company identify with the goals of the "Government Commission for the German Corporate Governance Code" in the version dated 14 June 2007 to foster responsible and transparent corporate management and control, oriented to a sustained increase in company value. Since its listing on March 21, 2007 in the context of §3 Section 2 of the German Stock Corporation Act, POLIS Immobilien AG has complied and will continue to comply with the recommendations of the Code with the following exceptions:
In view of the small size of the six member Supervisory Board and in the interest of performing its duties faithfully and efficiently, the Supervisory Board will forgo the creation of a nominating committee (Section 5.3.3 of the Code) and an audit committee (Section 5.3.2 of the Code).
In the interest of ensuring continued collaboration during a term of office, the Company waives the recommendation for a staggered election of the shareholders in the Supervisory Board (Section 5.4.6. of the Code).
The Company waives the rule with respect to which the existence of an important and not merely temporary conflict of interest of a person on the Supervisory Board leads to the termination of such individual's mandate (Section 5.5.3 of the Code). In the event of any conflict of interest, the Management Board and Supervisory Board of the Company will strive, given the indefiniteness of the rule, to find an appropriate individual solution which reflects the particular situation and which ensures the independence of the Supervisory Board.
Berlin, February 2008
The Management Board and Supervisory Board of POLIS Immobilien AG