Enapter : Declaration of Conformity 2025

DECLARATION OF CONFORMITY OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD OF ENAPTER AG WITH THE RECOMMENDATIONS OF THE "GOVERNMENT COMMISSION ON THE GERMAN CORPORATE GOVERNANCE CODE" PURSUANT TO SECTION 161 OF THE GERMAN STOCK CORPORATION ACT (AKTG)

Since the issuance of the last Declaration of Conformity in April 2025, Enapter AG has complied with the recommendations of the German Corporate Governance Code in the version dated 28 April 2022 (published in the Federal Gazette on 27 June 2022), with the exceptions set out below, and will continue to comply with these recommendations in the future, with the exceptions set out below:

A.2 When filling management positions in the company, the Management Board shall pay attention to diversity.

To date, the Management Board has, merely as a precautionary measure, set a target figure of 0% for the proportion of women on the two management levels below the Management Board, since management levels below the Management Board do not yet exist. In view of the current corporate structure and size, the Management Board does not currently intend to set a higher target figure.

1. When composing the Management Board, the Supervisory Board shall pay attention to diversity.

   In the past, the Supervisory Board has not complied with the diversity recommendation and, in view of the current corporate structure and size, will (still) not comply with it in the future either. When deciding on appointments, the Supervisory Board is guided primarily by qualitative criteria, such as professional expertise and industry knowledge, and only applies diversity criteria where candidates are equally qualified.

2. The Supervisory Board shall, together with the Management Board, ensure longterm succession planning; the procedure shall be described in the Corporate Governance Statement.

To date, the Supervisory Board has not yet developed a concept for long-term succession planning together with the Management Board, nor does it currently plan to do so in the future, since, in view of the current composition of the Management Board, no specific need for such planning is currently identifiable.

B.5 An age limit shall be set for members of the Management Board and disclosed in the Corporate Governance Statement.

To date, no age limit has been set for members of the Management Board, as no specific need for this has been or is seen. The focus shall be on filling the Management Board with competent persons.

1. The Supervisory Board shall determine specific objectives for its composition and prepare a competence profile for the entire board. In doing so, the Supervisory Board shall pay attention to diversity. The competence profile of the Supervisory Board shall also include expertise on the sustainability issues that are significant for the company. Proposals by the Supervisory Board to the General Meeting shall take these objectives into account, while at the same time aiming to fill the competence profile for the entire board. The status of implementation shall be disclosed in the form of a qualifications matrix in the Corporate Governance Statement. This shall also provide information on the number of independent shareholder representatives that the shareholder representatives on the Supervisory Board consider appropriate, as well as the names of these members.

   The Supervisory Board has complied with all statutory requirements in its election proposals to the General Meeting and will continue to do so in the future. The focus is - irrespective of gender - on the professional and personal competence of potential candidates, with particular regard to the company-specific requirements, so that, in the event of the proposed candidates being elected, the members of the Supervisory Board collectively possess the knowledge, skills and professional experience required to perform their duties. Preparation of a competence profile has not been undertaken and will not be undertaken, in view of the current corporate structure and size. For this reason, the Corporate Governance Statement does not contain any explanations regarding the status of implementation of the competence profile.

2. An age limit shall be set for members of the Supervisory Board and disclosed in the Corporate Governance Statement.

This recommendation has not been complied with to date and will not be complied with in the future either, since, with regard to appointments, the Supervisory Board is guided solely by qualitative criteria, such as professional expertise and industry knowledge.

1. Depending on the specific circumstances of the company and the number of its members, the Supervisory Board shall form professionally qualified committees. The respective committee members and the chair of the committee shall be named in the Corporate Governance Statement.

   In view of the size of the company, no committees other than the audit committee required by law have been formed to date, nor is this currently intended. All matters are dealt with by the Supervisory Board as a whole.

2. Expertise in the field of accounting shall consist of special knowledge and experience in the application of accounting principles and internal control and risk management systems, and expertise in the field of auditing shall consist of special knowledge and experience in auditing. Accounting and auditing also include sustainability reporting and its assurance. The chair of the audit committee shall have appropriate expertise in at least one of the two fields. The Corporate Governance Statement shall name the relevant members of the audit committee and provide further information on their expertise in the aforementioned fields. The Chair of the Supervisory Board shall not chair the audit committee.

   The Chair of the Supervisory Board is at the same time the Chair of the audit committee, since the bodies are composed of the same persons and a differentiation is therefore not expedient.

3. The Supervisory Board shall form a nomination committee composed exclusively of shareholder representatives, which proposes suitable candidates to the Supervisory Board for its election proposals to the General Meeting for the election of Supervisory Board members.

The Supervisory Board of Enapter AG currently comprises only three members (four pursuant to the Articles of Association). For this reason, no nomination committee has been formed, nor is this currently intended. Proposals to the General Meeting for the election of Supervisory Board members are made by the Supervisory Board as a whole.

D.11 The company shall provide appropriate support to members of the Supervisory Board in connection with their induction as well as in connection with training and continuing education measures, and shall report on the measures carried out in the report of the Supervisory Board.

The company does not currently provide support with regard to training and continuing education measures, since the Supervisory Board, in view of the experience and expertise of its current members, considers private, needs-based training and continuing education measures to be sufficient.

D.12 The Supervisory Board shall regularly assess how effectively the Supervisory Board as a whole and its committees fulfill their tasks. In the Corporate Governance Statement, the Supervisory Board shall report whether and how a self-assessment was carried out.

Due to the small size of the Supervisory Board (currently only three members and four pursuant to the Articles of Association), the recommendation to form committees, with the exception of the audit committee required by law, has not been complied with and will not be complied with. All matters are dealt with by the Supervisory Board as a whole. A self-assessment of the Supervisory Board has not yet taken place and is not currently planned, in view of the current corporate structure and size.

1. The company shall promptly make available to shareholders all material new facts that have been disclosed to financial analysts and comparable addressees.

   The company occasionally makes itself available to analysts (verbally) for information. In the company's view, this customary practice ultimately serves the information interests of all shareholders.

2. The consolidated financial statements and the group management report shall be made publicly available within 90 days of the end of the financial year, and the mandatory interim financial information shall be made publicly available within 45 days of the end of the reporting period.

   Consolidated financial statements are not made publicly available within 90 days of the end of the financial year. The Management Board and the Supervisory Board of Enapter AG are of the opinion that the statutory requirements for the publication of the consolidated financial statements (no later than four months after the end of each financial year) are sufficient for timely information of shareholders and the capital market.

3. If the company is not required to publish quarterly statements, it shall, in addition to the half-year financial report, provide information during the year in an appropriate form on business developments, in particular on material changes in business prospects and the risk situation.

Enapter AG is currently not required to publish quarterly statements. Formalized quarterly information on business developments has not been provided in the past and is not currently planned, in view of the current corporate structure and size.

G.8 Any subsequent change to the target values or the comparison parameters shall be ruled out.

A subsequent change to the target values or the comparison parameters of the variable remuneration components for Management Board members is not ruled out, in view of the dynamic development of the company.

G.11 The Supervisory Board shall have the option of taking account of extraordinary developments to a reasonable extent. In justified cases, it shall be possible to withhold or reclaim variable remuneration.

Currently, in view of the monetary volume of the variable remuneration of the Management Board members, no clawback provisions exist; however, the Supervisory Board reserves the right to include corresponding provisions in the annual target agreements on a case-by-case basis.

Hamburg, 27 April 2026 The Supervisory Board