Good corporate governance improves transparency and the quality of reporting, enables effective management control, safeguards shareholder interests and serves as an important tool to build corporate culture. Orco Property Group (“Orco” or the “Company”) is dedicated to acting in the best interests of its shareholders and stakeholders. Towards these ends, it is recognized that sound corporate governance is critical. The Company is committed to continually and progressively implementing industry best practices with respect to corporate governance and has been adjusting and improving its internal practices in order to meet evolving standards. The Company aims to communicate regularly to its shareholders and stakeholders regarding corporate governance and to provide regular updates on its website.

Since the Company was founded in 1991, its accounts have been audited regularly each year. At present, it uses two Luxembourg auditing firms, Deloitte S.A. and HRT Révision S.A.. In addition, Company’s portfolio of assets is regularly evaluated by an independent expert, DTZ.

As a company incorporated in Luxembourg, the Company’s primary regulator is the Commission de Surveillance du Secteur Financier. The Company’s procedures are designed to comply with applicable regulations, in particular those dealing with market abuse. The Company also has a risk assessment procedure designed to identify and limit risk. In addition, the Company aims to implement corporate governance best practices inspired by the recommendations applicable in Luxembourg, France, the Czech Republic, and Poland.

The Board of Directors meeting held on 7 September 2009 resolved to create the following committees and appointed their members:

· Audit Committee

· Remuneration, Appointment and Related Party Transaction Committee

· Restructuring Committee

· Investment and Development Committee

The Board of Directors meeting held on 25 May 2011 resolved to confirm the existence of the Audit Committee and the Remuneration, Appointment and Related Party Transaction Committee and resolved to merge and replace the Restructuring Committee and the Investment and Development Committee with the Strategic and Organization Committee.

The implementation of decisions taken by these committees enhances the Company’s transparency and corporate governance. A detailed discussion of the respective committee members and functions is set forth in greater detail below.

In 2009, the Company also began applying the best practices recommended by the European Public Real Estate Association (EPRA), of which it has been a member since 2009, and which major listed European real estate companies follow.

In 2009 and 2010, Orco reviewed the reporting structures of leaders in the real estate development industry and started adapting those structures to its own corporate structure. As such, the Company restructured its reporting by business lines in order to optimize reporting practices in its two activities: Development and Property Investments, thereby improving reporting for internal management and external communication.