Corporate Governance Guide

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. After a full tender process driven by the Audit Committee of the Board of Directors, two Luxembourg auditing firms, KPMG Luxembourg S.à r.l. and H.R.T. Revision S.A., were appointed as auditors of the Company by the general meeting of 27 June 2013 for a period of three years. In addition, the Company’s portfolio of assets is regularly evaluated by an independent expert, DTZ, which was appointed after a tender process in October 2011.

In 2007, the Company’s Board of Directors adopted the Director’s Corporate Governance Guide and continues to communicate throughout the group based on the values articulated by this guide.

As a company incorporated in Luxembourg, the Company’s primary regulator is the Commission de Surveillance du Secteur Financier ("CSSF"). 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.

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

In 2009 and 2010, the Company 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 Investment, thereby improving reporting for internal management and external communication.

On 23 May 2012, the Board of Directors elected the Ten Principles and their Recommendations of the Luxembourg Stock Exchange as a reference for its Corporate Governance Rules.

The Board of Directors meeting held on 25 February 2013 resolved to confirm the existence of the following committees of the Board of Directors:

· Audit Committee

· Remuneration, Appointment and Related Party Transaction Committee

The implementation of decisions taken by these committees enhances the Company’s transparency and corporate governance.

Independent and non-executive directors are a significant part of these committees.