PATRIZIA : Declaration of Compliance 2024

Declaration of Compliance 2024 (convenience translation)

Declaration of Compliance by the Board of Directors of PATRIZIA SE with the Recommendations of the "Government Commission of the German Corporate Governance Code"

In accordance with Article 9 para. 1 lit. c) ii) Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) ("SE-VO"), Section 22 para. 6 SEAG in conjunction with Section 161 of the Aktiengesetz (AktG - German Stock Corporation Act) the Board of Directors of PATRIZIA SE declares:

The last Declaration of Compliance was issued on 14 December 2022 and updated by supplemental declaration dated 13 July 2023 based on the recommendations of the German Corporate Governance Code in the version of 28 April 2022, published in the Federal Gazette (Bundesanzeiger) on 27 June 2022 ("GCGC 2022").

Since the updated Declaration of Compliance, PATRIZIA has complied with and is complying with the recommendations of the GCGC 2022 with the exceptions listed below, for the reasons and in the periods stated therein:

1. Structural deviations from the GCGC 2022 due to the characteristics of the one-tier corporate governance system in PATRIZIA SE

Since 15 July 2022, PATRIZIA SE is organised in the legal form of a Societas Europaea - SE with a monistic, one-tier corporate governance system. In accordance with Art. 43-45SE-VO in conjunction with Sections 20 et seq. SEAG, the monistic system is characterized by the fact that the management of the SE is allocated to a single management body, the Board of Directors. The Board of Directors manages the SE, defines the guidelines of its activities, and supervises their implementation. The Executive Directors conduct the business of the Company, represent the Company in and out of court and are bound by the instructions of the Board of Directors.

In the course of adapting to the monistic system, PATRIZIA in principle applies those parts of the GCGC 2022 that relate to the supervisory board to the Board of Directors, and the parts that relate to the management board to the Executive Directors. Due to the legal structure of the monistic system, the following exceptions apply with respect to the principles and recommendations of the GCGC 2022:

a) Management and supervision

The managerial tasks described in Principles 1, 2, 4 and 5 and in recommendations A.1, A.2, A.3 of the GCGC 2022 (Governance tasks of the Management Board, development of strategy of the enterprise, identification and assessment of the risks and opportunities associated with social and environmental factors, internal control and risk management systems, compliance and compliance management system) are within the responsibility of the Board of Directors in accordance with Section 22 para. 1, 6 SEAG.

1

Declaration of Compliance 2024 (convenience translation)

b) Appointment of the Management Board

According to recommendation B.3 GCGC 2022, when appointing a member of the Management Board for the first time, the appointment shall not exceed a period of three years. The recommendation is based on Sec. 84 AktG, pursuant to which an individual appointment of a Management Board member must not exceed five years. However, pursuant to Sec. 40 SEAG, the Executive Directors of a monistic SE like PATRIZIA may be appointed without time limitation. Therefore there is a good case to argue that recommendation B.3 GCGC 2022 does not apply to Executive Directors of a monistic SE. Thus, this deviation from recommendation B.3 GCGC 2022 is declared as a matter of precaution only.

The Board of Directors decided to appoint Executive Directors for an indefinite period in deviation from recommendation B.3 GCGC 2022. The goal is to further align the Executive Directors with the Company's long-term incentive program and the strategic targets of the Company. The service contracts of the Executive Directors who are appointed for an unlimited term include termination periods that are substantially shorter than three years, so that the recommendation's concept is principally followed.

c) Meetings of the Supervisory Board

Recommendation D.6 GCGC 2022 states that a supervisory board should meet on a regular basis without the management board. Such rule refers to a German Stock Corporation in which it is excluded that an individual is part of the Supervisory Board and the Management Board at the same time. In the monistic SE, members of the Board of Directors can also be Executive Directors at the same time. Therefore recommendation D.6 GCGC 2022 cannot apply for Executive Directors who are also part of the Board of Directors, which at PATRIZIA SE is the case for Mr Wolfgang Egger. Nonetheless, Mr. Wolfgang Egger will not participate in discussions and resolutions of the Board of Directors if required in case a personal conflict of interest arising from his role as Executive Director.

2. Recommendation A.3 GCGC 2022: Sustainability-related objectives in the internal control system

According to recommendation A.3 GCGC 2022, the internal control system and the risk management system shall also cover sustainability-related objectives, unless already required by law. This shall include the processes and systems for recording and processing sustainability-related data. As of the date hereof, this recommendation has been and is only partially complied with, as the project to advance and extend the internal control system to include sustainability-related areas has further advanced but not been completed yet. In the course of the financial year 2024, the recommendation is expected to be fully complied with.

2

Declaration of Compliance 2024 (convenience translation)

3. Recommendation G.12 GCGC 2022: Benefits granted at contract termination

According to recommendation G.12 GCGC 2022, in case the contract of a Management Board member is terminated, the disbursement of any remaining variable remuneration components, which are attributable to the period until contract termination, shall be based on the originally agreed targets and comparison parameters, and on the due dates or holding periods stipulated in the contract.

As part of a settlement a severance payment has been agreed with the former CDO Alexander Betz. With such payment also all potential short-term incentive and long-term incentive claims which are attributable to the period until contract termination have been settled.

In case of the former CFO, Karim Bohn, the Board of Directors of PATRIZIA SE decided to agree on an early settlement of the long-term incentive for the business years 2020 - 2022 by granting a lump sum payment calculated based on an agreed share price. This share price is considerably lower than the Board of Directors' estimate of the expected share price applicable on the regular due dates with the result that PATRIZIA SE saved costs if pursuant to the Board of Director's assessment the share price will increase until the regular due dates. Further, the Board of Director's assessed an upfront settlement being beneficiary because it is easier for PATRIZIA SE from an administrative perspective. Related to these events, a one- time deviation from the recommendation G.12 GCGC 2022 is declared.

Additional statement regarding the more far-reaching suggestions of the German Corporate Governance Code

In order to increase transparency and to comprehensively demonstrate the significance of the German Corporate Governance Code for PATRIZIA SE, we also comment in this Declaration of Compliance on compliance with the suggestions of the GCGC 2022. In the period since the last Declaration of Compliance, all suggestions of the GCGC 2022 were complied with and are complied with.

Augsburg, 13 December 2023

Uwe H. Reuter

Chairman of the Board of Directors

3