DES GB2015 Englisch

At the last meeting on 27 Novem- ber 2015, the Executive Board re- ported on the completed acquisi- tion of the Karstadt property in Dessau and ongoing preparatory work for the expansion of the Galeria Baltycka in Gdańsk as well as the property’s overall fi- nancing. We approved the Exec- utive Board’s refinancing and ex- pansion financing arrangements in the amount of €138 million. The Executive Board also reported on the current status of the €30 mil- lion refinancing arrangement for Árkád Pécs in Hungary. Following a circular resolution initiated due to the urgency of the matter, the Supervisory Board had previously granted its approval to the Execu- tive Board’s refinancing proposal. The Executive Board also present- ed the acquisition activities being undertaken at the German listed real estate companies. We also held extensive discussions on the projections for the past financial year and the Company’s medi- um-term performance planning as presented by the Executive Board. At the end of the meeting, the Supervisory Board decided to extend Mr Borkers’ member- ship on the Executive Board until 30 September 2019. all required measures pursuant to section 91 (2) AktG to promptly identify risks that could jeopard- ise the continued existence of the Company. The auditor’s representa- tives took part in the discussion of the annual financial statements and the consolidated financial statements on the occasions of the Audit Committee meeting on 15 April 2016 and the Superviso- ry Board meeting on 26 April 2016 and explained the main findings. Following its own examina- tion of the annual financial state- ments of Deutsche EuroShop AG, the consolidated financial state- ments and the corresponding management reports, the Su- pervisory Board did not raise any objections. It agreed with the findings of the auditor’s exami- nation and approved the annual financial statements of Deutsche EuroShop AG and the consolidat- ed financial statements. The an- nual financial statements have thus been adopted. The Super- visory Board endorses the Ex- ecutive Board’s proposal for the utilisation of the unappropriated surplus and distribution of a divi- dend of €1.35 per share. The Company’s success in financial year 2015 was the result of its sustainable, long- term strategy and the dedication shown by the Executive Board and our employees, for which the Supervisory Board would like to express its particular gratitude. Hamburg, 26 April 2016 Reiner Strecker, Chairman Committees The Supervisory Board has established three committees: the Execu- tive Committee, the Audit Committee and the Capital Market Committee. Each of the committees is made up of three members. The Supervisory Board comprised four members on a transitional basis up until 18 June 2015 and the election of the new Chairman. The Executive Committee of the Supervisory Board functions simultaneously as a nomination com- mittee. Given the size of the Company and the number of Supervisory Board members, we consider the number of committees and commit- tee members to be appropriate. During the reporting period, the Executive Committee and the Audit Committee met on 16 April 2015. The Audit Committee discussed the quarterly financial reports with the Executive Board in conference calls on 11 May, 12 August and 11 November 2015. During a conference call on 8 October 2015, the consequences for the Company of the European Union’s reform of stat- utory auditing were discussed. In its capacity as a nomination commit- tee, the Executive Committee came to several agreements regarding personnel matters related to the Supervisory and Executive Boards. There was no meeting of the Capital Market Committee in 2015. Corporate governance In November 2015, together with the Executive Board, we issued an updated declaration of conformity in relation to the recommendations of the Government Commission pursuant to section 161 of the Aktien- gesetz (German Public Companies Act – AktG) and made this perma- nently available on the Deutsche EuroShop AG website. A separate report on the implementation of the German Corporate Governance Code is included in this Annual Report. The members of the Super- visory Board and the Executive Board declared in writing at the begin- ning of 2015 that no conflicts of interest had arisen. Financial statements of Deutsche EuroShop AG and the Group for the period ending 31 December 2015 At the Audit Committee meeting on 15 April 2016 and the Super- visory Board meeting on 26 April 2016, the Audit Committee and the Supervisory Board respectively examined in detail the annual finan- cial statements of Deutsche EuroShop AG in accordance with German commercial law, and the consolidated financial statements in accord- ance with International Financial Reporting Standards (IFRS), each as at 31 December 2015, as well as the management report and group management report for financial year 2015. The documents relating to the financial statements, the auditor’s reports and the Executive Board’s proposal for the utilisation of the un- appropriated surplus were presented to us in good time. The auditor appointed by the Annual General Meeting on 18 June 2015 – BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg – had already audited the financial statements and issued an unqualified audit opinion in each case. The auditor also confirmed that the accounting policies, meas- urement methods and methods of consolidation in the consolidated financial statements complied with the relevant accounting provisions. In addition, the auditor determined in the course of its assessment of the risk management system that the Executive Board had undertaken Committees Committees Committees The Supervisory Board has established three committees: the Execu The Supervisory Board has established three committees: the Execu tive Committee, the Audit Committee and the Capital Market Committee. Committees The Supervisory Board has established three committees: the Execu tive Committee, the Audit Committee and the Capital Market Committee. Committees Committees The Supervisory Board has established three committees: the Execu Committees The Supervisory Board has established three committees: the Execu tive Committee, the Audit Committee and the Capital Market Committee. Each of the committees is made up of three members. The Supervisory Board comprised four members on a transitional basis up until 18 June The Supervisory Board has established three committees: the Execu tive Committee, the Audit Committee and the Capital Market Committee. Each of the committees is made up of three members. The Supervisory Board comprised four members on a transitional basis up until 18 June tive Committee, the Audit Committee and the Capital Market Committee. Each of the committees is made up of three members. The Supervisory Board comprised four members on a transitional basis up until 18 June The Supervisory Board has established three committees: the Execu the Supervisory Board functions simultaneously as a nomination com mittee. Given the size of the Company and the number of Supervisory Board members, we consider the number of committees and commit Board members, we consider the number of committees and commit tee members to be appropriate. tee members to be appropriate. During the reporting period, the Executive Committee and the During the reporting period, the Executive Committee and the Audit Committee met on 16 April 2015. Audit Committee met on 16 April 2015. The Audit Committee discussed the quarterly financial reports During the reporting period, the Executive Committee and the Audit Committee met on 16 April 2015. The Audit Committee discussed the quarterly financial reports Board members, we consider the number of committees and commit tee members to be appropriate. Board members, we consider the number of committees and commit tee members to be appropriate. During the reporting period, the Executive Committee and the Audit Committee met on 16 April 2015. tee members to be appropriate. During the reporting period, the Executive Committee and the Audit Committee met on 16 April 2015. The Audit Committee discussed the quarterly financial reports with the Executive Board in conference calls on 11 May, 12 August and 11 November 2015. During a conference call on 8 October 2015, the During the reporting period, the Executive Committee and the Audit Committee met on 16 April 2015. The Audit Committee discussed the quarterly financial reports with the Executive Board in conference calls on 11 May, 12 August and 11 November 2015. During a conference call on 8 October 2015, the the Supervisory Board functions simultaneously as a nomination com mittee. Given the size of the Company and the number of Supervisory Board members, we consider the number of committees and commit the Supervisory Board functions simultaneously as a nomination com mittee. Given the size of the Company and the number of Supervisory Board members, we consider the number of committees and commit tee members to be appropriate. The Audit Committee discussed the quarterly financial reports with the Executive Board in conference calls on 11 May, 12 August and 11 November 2015. During a conference call on 8 October 2015, the During the reporting period, the Executive Committee and the Audit Committee met on 16 April 2015. tee members to be appropriate. 14 Deutsche EuroShop AG Annual Report 2015 REPORT OF THE SUPERVISORY BOARD

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