EUROKAI GmbH : Objectives of the Supervisory Board regarding ist composition April 2023,

SUPERVISORY BOARD

Composition, objectives, diversity concept and profile of skills and expertise

Pursuant to Section 11 of the Articles of Association, the Supervisory Board of EUROKAI is composed of six members, who are elected by the shareholders. They are appointed for a term of four years. In compliance with the recommendations of the German Corporate Governance Code, Supervisory Board members are elected individually.

Giving consideration to the fact that EUROKAI is a pure financial holding company whose investment holdings operate nationally and internationally almost exclusively in the field of port handling, as well as indirectly in related upstream and downstream areas of activity in the transport sector, the Supervisory Board has specified concrete objectives regarding its composition. These objectives are intended on the one hand to ensure that the Supervisory Board of EUROKAI GmbH & Co KGaA in its entirety is familiar with the sector in which the company operates within the meaning of Section 100 (5) of the German Stock Corporation Act (AktG), and at the same time they define a profile of skills and expertise that its members as a group should possess in accordance with Recommendation C.1 of the Code and describe the diversity concept pursued within the meaning of Section 289f (2) no. 6 of the German Commercial Code (HGB). These objectives do not, how- ever, constitute binding requirements to be heeded by shareholders eligible to elect members, who remain completely free in making their decisions. Rather, election recommendations made by the Supervisory Board to the General Meeting should take these objectives into account as a basis for implementation by corresponding resolution of the General Meeting. The current composition of the Supervisory Board can be found at www.eurokai.com/The-Company/Supervisory-board.

The diversity concept aims to comply with the recommendation of the Code under Principle 11, namely that the composition of the Supervisory Board has to ensure "that its members collectively possess the knowledge, skills and professional expertise required to properly perform their duties; furthermore, the legal gender quota must be consid- ered."

The Supervisory Board has specified the following concrete objectives:

1. The most important prerequisites for appointments to seats on the Supervisory Board, irrespective of the gender of the respec- tive person concerned, are professional qualifications and per- sonal independence and expertise as well as discretion, integrity and sufficient time available to discharge their duties. When pro- posing Supervisory Board candidates for election, irrespective of their gender, the Supervisory Board will always give top priority to these prerequisites, which are essential for fulfilling its legal duties.
2. Overall, the Supervisory Board's objective is to be able to opti- mally meet its oversight and advisory duties by having a diversity

of members. Diversity covers many aspects, which may be weighted differently from time to time. This may, for example, be the case if the profile of the EUROKAI, EUROGATE and/or CONTSHIP Italia Group or that of the respective markets changes, making it necessary to evaluate these aspects at regular intervals. Obviously, not all Supervisory Board members need to satisfy all of these aspects; however, the board as a whole should do so as far as possible. Given the specific circumstances of EUROKAI, these aspects shall reflect in particular internation- ality, knowledge of the respective product and geographical markets, basic financial expertise (particularly in the areas of accounting and auditing), expertise concerning the sustainability issues relevant to EUROKAI, capability to understand and critically scrutinise business decisions and practical experience in commercial law. To ensure the composition of the Supervisory Board fulfils the overall profile of required skills and expertise, consideration shall be given generally to age, gender, general educational and professional background, leadership experience as well as the ability to work in a team, integrity, professionalism and motivation. It goes without saying that each Supervisory Board member must ensure that they have sufficient time available to discharge their duties. Lastly, care shall be taken to ensure that there are no potential conflicts of interest and that the Supervisory Board includes an appropriate number of independent members within the meaning of C II of the Code. In the following, a number of concrete objectives are identified.

1. At least two members of the Supervisory Board shall have inter- national business experience; they do not necessarily have to be foreigners themselves and do not necessarily need to have ac- quired the relevant experience abroad.
2. At least one Supervisory Board member shall have experience and expertise in the business segments that are significant for the company.
3. After expiry of the transitional provision under Article 16 no. 1 of the German Act to Strengthen Financial Market Integrity (Fi- nanzmarktintegritätsstärkungsgesetz - FISG), at least one mem- ber of the Supervisory Board shall, as defined by Section 100 (5) of the German Stock Corporation Act (AktG) and Principle 15 of the Code, have expertise in the field of financial accounting and at least one other member must have expertise in the field of auditing. This shall also apply to the Audit Committee with the proviso that its chair shall not only be a financial expert but shall also have appropriate expertise in sustainability reporting in ac- cordance with recommendation D.3 of the Code.
4. The Supervisory Board shall include at least one legal expert with experience in commercial law gained through practice.
5. The members as a group shall be familiar with the business sec- tor in which the company operates.
6. As long as EUROKAI by virtue of its shareholder structure - as is currently the case - can be considered to be a family-owned company, the Supervisory Board shall have at least (i) one family member and (ii) one member who has experience in managing

1. a medium-sized or large family-owned company. The family member shall, if possible, be a member of the Audit Committee.

2. The Supervisory Board shall include what it considers an ade- quate number of independent members, as defined by C II of the Code. This recommendation further implies that any other activ- ities and functions exercised by the members of the Supervisory Board shall be such that they are not likely to cause a substantial
   - and not merely temporary - conflict of interest. Given that by virtue of its shareholder structure the enterprise can currently be considered to be a family-owned company, the Supervisory Board considers it desirable that at least two of its members are independent, whereby these members shall be independent from both EUROKAI and the family.
3. Supervisory Board members shall not be members of governing bodies of, or exercise advisory functions at, significant competi- tors of the enterprise.
4. The Supervisory Board shall include at least one member with appropriate expertise in the field of digitalisation/IT.
5. The Supervisory Board shall have at least one member with ex- pertise in the field of portfolio management and at least one other member with experience in the fields of capital market law and corporate governance.
6. At least one Supervisory Board member shall have expertise in the sustainability issues that are significant for EUROKAI.
7. The Supervisory Board considers it generally desirable to inte- grate women into the work of the company, as is currently and has for many years been the case regarding the work of the Man- agement Board of the Personally Liable General Partner, and consequently also into the tasks of the Supervisory Board. The Supervisory Board currently has one (1) female member. It has set itself the target to increase the number of female members on the governing body to two (2) at the latest by the end of the 2025 ordinary General Meeting, bringing the proportion of seats reserved for women to 1/3.
8. As a general rule, an age limit of 75 shall apply for members of the Supervisory Board. Exceptions are permitted in isolated cases, in the knowledge that age in itself is not a criterion for qualifications and expertise and that the many years of experi- ence accumulated by members of the Supervisory Board consti- tute a valuable asset to the company.
9. The Supervisory Board reviews these objectives on a regular ba- sis. It publishes its objectives and the status of their implemen- tation annually in the Corporate Governance Statement.