Mutares : Corporate Governance Statement Pursuant to §§289F and 315D HGB

Mutares SE & Co. KGaA

Corporate Governance Statement

The principles of responsible and good corporate governance determine the actions of the management and control bodies of Mutares SE & Co. KGaA. The Management Board of the general partner of Mutares SE & Co. KGaA, Mutares Management SE, as well as the Share- holders' Committee and the Supervisory Board of Mutares SE & Co. KGaA report below on corporate governance in accordance with Principle 23 of the German Corporate Governance Code (GCGC) and pursuant to Sections 289f, 315d HGB.

1. Declaration on the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG)
   The Management Board of Mutares Management SE as general partner as well as the Shareholders' Committee and the Supervisory Board of Mutares SE & Co. KGaA ("Company") declare pursuant to Section 161 of the German Stock Corporation Act (AktG) that the Company has complied with the recommendations of the German Corporate Governance Code ("GCGC") as amended on 28 April 2022 ("GCGC"), which entered into force by publication in the Federal Gazette (Bundesanzeiger) on 27 June 2022, since issuance of the last declaration of conformity in December 2022 and has complied with and will continue to do so in the future subject to the legal form-spe- cific features of the partnership limited by shares ("KGaA") described below and the structuring of this legal form by the Articles of Association, as well as with the excep- tion of the deviations listed below.
2. 1. Special features specific to legal forms
      The GCGC is tailored to companies in the legal form of a stock corporation ("AG") or a European Company (Societas Europaea, SE) and does not take into account the special features of the legal form of a KGaA. Many recommenda- tions of the GCGC can therefore only be applied to the Company in modified form. Significant particularities result in particular from the following legal form-specific features.

1. Management

In the case of a KGaA, the tasks of a Management Board of an AG are performed by general partners. The sole general partner of the Company is Mutares Man- agement SE, whose Management Board ("Management Board") is thus respon- sible for managing the Company's business.

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1. Shareholders' Committee
   The legal form of the KGaA, unlike that of the AG, offers the possibility of cre- ating further optional corporate bodies. The Shareholders' Committee estab- lished at the Company in accordance with the Articles of Association and elected by the General Meeting of the Company has power of representation and management authority for the legal relationships between the Company on the one hand and the General Partner and/or its board members on the other.
   In addition, he exercises all rights in connection with the shares held by the Company in the General Partner; in particular, he is responsible for exercising voting rights at the General Partner's Annual General Meeting and for disposing of the Company's shares in the General Partner.
2. Supervisory Board
   Compared to the supervisory board of an AG, the rights and duties of the su- pervisory board of a KGaA are limited. In particular, the Supervisory Board of the Company has no personnel authority with respect to the management of the Company. The supervisory board of the KGaA is therefore not responsible for appointing or dismissing the general partner or its management board members. Thus, it is also not responsible for regulating their contractual terms and conditions such as, in particular, remuneration or consideration of the re- lationship of the remuneration of the Management Board to the remuneration of the senior management and the workforce; likewise, the Supervisory Board of the KGaA has no competence with regard to setting an age limit for the mem- bers of the Management Board, the composition of the Management Board, the duration of the appointment, succession planning, issuing rules of proce- dure for the Management Board or determining transactions requiring ap- proval. These tasks are performed by the Supervisory Board of Mutares Man- agement SE.
3. Annual General Meeting
   The Annual General Meeting of a KGaA basically has the same rights as the An- nual General Meeting of an AG. In addition, it resolves on the approval of the annual financial statements of the company, the discharge of the general part- ner and the election and discharge of the shareholders' committee. Numerous resolutions of the Annual General Meeting require the approval of the general partner; this includes, among other things, the approval of the annual financial statements of the Company.

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1. Deviations from recommendations of the GCGC Recommendation D. 4 GCGC
   According to Recommendation D. 4 GCGC, the Supervisory Board shall form a Nomination Committee composed exclusively of shareholder representatives which nominates suitable candidates to the Supervisory Board for its proposals to the Annual General Meeting for the election of Supervisory Board members. Due to the current size of the Supervisory Board, which consists of four share- holder representatives, the Supervisory Board does not consider it necessary to form a nomination committee. The decision on the Supervisory Board's elec- tion proposals to the Annual General Meeting can be prepared and made by the full Supervisory Board.
   Recommendation F.2 GCGC
   According to Recommendation F.2 GCGK, the consolidated financial statements and the Group management report shall be publicly accessible within 90 days of the end of the fiscal year. The Company shall make the consolidated financial statements and the Group management report publicly accessible in accord- ance with the provisions of commercial and stock exchange law (sections 325 (3), (4) sentence 1 HGB and sections 51 (2), 50 BörsO of the Frankfurt Stock Exchange) within four months of the reporting date for the fiscal year. The Com- pany believes that publication within these deadlines is sufficient for the infor- mation interests of shareholders, creditors and other stakeholders as well as the public.
   Section G.I GCGC
   Recommendations G.1 to G.16 GCGC contain detailed requirements which the Supervisory Board should take into account when determining the compensa- tion of the Management Board. However, the Supervisory Board of the Com- pany has no authority to determine the remuneration of the Management Board of the General Partner, so the recommendations on Management Board remuneration do not apply to the Company due to their structure. The com- pensation of the Management Board of the General Partner is determined by the Supervisory Board of the General Partner. Only as a highly precautionary measure, the Company also declares a deviation from the aforementioned rec- ommendations.

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Munich, December 2023
The Management Board of	The Shareholders'	The Supervisory
the General Partner	Committee	Board

The declaration of compliance is available on the website of Mutares SE & Co. KGaA at https://ir.mutares.de/en/corporate-governance/#dokumente.

1. Remuneration system for members of the Supervisory Board and renumeration re- port
   On the website of Mutares SE & Co. KGaA under https://ir.mutares.de/en/corporate- governance/#dokumente, the remuneration report for the fiscal year 2023 and the auditor's report pursuant to Section 162 AktG are made publicly available. On the website of Mutares SE & Co. KGaA at https://ir.mutares.de/event/hauptversa- mmlung-2023/ is also the latest publicly available resolution adopted by the Annual General Meeting on 10 July 2023 regarding the remuneration report. The remunera- tion system for the members of the Supervisory Board of Mutares SE & Co. KGaA is made publicly available on the website of Mutares SE & Co. KGaA at https://ir.muta-res.com/event/hauptversammlung-2022/in accordance with section 113 (3) AktG.
2. Relevant disclosures on corporate governance practices
   Mutares SE & Co. KGaA acts as an international investor that actively supports its portfolio companies in defining and implementing comprehensive turnaround and optimization programs. In all its decisions, however, the company not only focuses on the organic growth and lasting success of the portfolio companies, but also pays attention to the compliance and implementation of ecological, social and corporate values and standards. Responsible action is anchored in the corporate values at Mu- tares SE & Co. KGaA. Sustainability is more than just an environmental issue for us. As a group of companies, we have a responsible duty towards our employees and society and are committed to good corporate governance. Mutares SE & Co. KGaA sets itself as guidelines the three most important sustainability-related areas of re- sponsibility of a company: Environmental, Social and Governance.
   Sustainability plays a fundamental role at the Company. In 2021, the UN Global Com- pact was signed and the company committed itself to respecting and implementing the ten sustainable principles set out therein and to promoting sustainable develop- ment worldwide. The Company also fulfills this responsibility through Group-wide re- porting and monitoring activities relating to environmental, social and governance issues.

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Environmental

We see environmental protection as a success factor for the future sustainable development of our business activities. In this context, we continuously work on identifying the essential topics and challenges for the business activities of the Mutares Group. Particularly at the subsidiaries, attention is paid to the implementation of environmentally friendly behavior in the internal corporate processes. A large number of our portfolio companies are therefore certified according to ISO 14001:2015 (en- vironmental management system).

Social

The company places a particularly high value on its employees. In this regard, Mu- tares SE & Co. KGaA is guided by the principles of labor standards and human rights of the United Nations Global Compact. Occupational safety and health protection are important aspects for the Mutares Group. We strive to introduce and maintain a "Zero-Accident" safety culture at our subsidiaries. Respect for and observance of human rights are anchored in our Code of Conduct and are thus important components of our corporate responsibility. In addition, it is part of our standard to treat everyone equally with respect, trust and dignity. Our goal is to create a working environment that is free of any discrimination and harassment. Our Code of Conduct provides guidance for conducting our business in accordance with our values and applicable laws. Our Code of Conduct applies to all employees and business partners of Mutares.

Governance

The company is committed to acting with integrity and in compliance with nationally and internationally recognized standards, assuming corporate responsibility and paying attention to the impact of its business activities. All employees, our suppliers and third parties who have a business relationship with us must comply with the applicable laws of the country in which the site is located. As a global company, this means that the laws and regulations of each location in which we do business also apply. Failure to comply with these laws may result in civil, criminal and labor law conse- quences.

Internal Control System and Risk Management, including Compliance management system

The internal control and risk management system for the accounting process is designed to ensure that all business processes and transactions are recorded in a timely, uniform and correct manner. The aim of the internal control system for the consolidation of the subsidiaries included in the consolidated financial statements is to

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ensure compliance with legal standards, accounting regulations and internal accounting instructions. Changes to these are analyzed on an ongoing basis with regard to their relevance and impact on the consolidated financial statements and taken into account accordingly. In addition to defined controls, system-based and manual reconciliation processes, the separation of executive and control functions, and compliance with guidelines and work instructions are an essential part of the internal control system.

Furthermore, the Company has installed and organizationally anchored a systematic, multi-stage risk management system which also identifies, assesses and communicates sustainability risks. Material risks are identified by a combination of bottom-up and top-down analysis based on defined risk areas. The risks identified in this way are assessed on the basis of their monetary impact on the earnings and/or financial situation of the Company and their expected probability of occurrence in relation to a one-year observation horizon. In each case, the focus is on the most likely risk sce- nario. The risk assessment also distinguishes between gross and net assessment. The identified risks are then actively managed and controlled by the management responsible for operations.

In addition, the Company has established a compliance management system with a code of conduct for all relevant areas. Responsible, ethically correct and integrity behavior is expected of all employees at all levels. This expectation also applies to third parties, such as business partners and suppliers, who contribute to the good image of our company. Individual policies are in place for anti-corruption, capital market compliance, antitrust law, terrorist financing and money laundering, and data protec- tion, among others. The policy management software implemented ensures that employees always have access to the policies in force. In addition, the company has set up a whistleblower portal which enables whistleblowers to report possible violations of the law or the company's Code of Conduct, also anonymously. The Company's compliance department investigates all such reports independently.

The Company's Compliance function consists of a Compliance Officer with overall responsibility for the implementation and monitoring of the compliance management system at the holding level of the Company and its direct subsidiaries.

In addition, the portfolio companies, as indirect subsidiaries of the Company, are required to establish appropriate compliance management systems, including a specifically defined responsible position, as part of their corporate governance. In order to ensure compliance with the common standards, the Company intends to establish a regular exchange between the compliance functions at the different levels within the Mutares Group.

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For more information, visit the website of Mutares SE & Co. KGaA at https://muta- res.de/en/sustainability/.

1. Partnership limited by shares
   Mutares SE & Co. KGaA is a partnership limited by shares (KGaA). A KGaA is a com- pany with its own legal personality (legal entity), in which at least one shareholder has unlimited liability to the company's creditors (general partner) and the other shareholders have an interest in the share capital, which is divided into shares, with- out being personally liable for the company's obligations (limited shareholders, Sec- tion 278 (1) AktG).
   The legal form of a KGaA is a hybrid of a stock corporation (AG) and a limited part- nership with a focus on stock corporation law. The main differences to an AG are as follows: The tasks of the Management Board of an AG are performed by Mutares Management SE - acting through its Management Board - as the sole general partner of Mutares SE & Co KGaA.
   Compared to the supervisory board of an AG, the rights and duties of the supervisory board of a KGaA are limited. In particular, the supervisory board does not have the competence to appoint personally liable partners and to regulate their contractual conditions, to issue rules of procedure for the management or to determine transac- tions requiring approval. These tasks are performed at the Company by the Supervi- sory Board of Mutares Management SE.
   The Annual General Meeting of a KGaA basically has the same rights as the Annual General Meeting of an AG. This means that it resolves, among other things, on the appropriation of profits, the election and discharge of the members of the Supervi- sory Board, the election of the auditor, and on amendments to the Articles of Asso- ciation and capital measures to be implemented by the Management Board. In addi- tion, depending on the legal form of the Company, it resolves on the approval of the annual financial statements of the Company and the discharge of the General Part- ner, as well as on the election and discharge of the members of the Shareholders' Committee established in accordance with the Articles of Association. Resolutions of the General Meeting require the approval of the General Partner insofar as they re- late to matters for which, in the case of a limited partnership, the consent of the General Partners and the limited partners is required (Section 285 (2) AktG) or it re- lates to the approval of the annual financial statements (Section 286 (1) AktG).
   As an additional body, a Shareholders' Committee has been established at Mutares SE & Co. KGaA to perform the duties assigned to it by the Annual General Meeting and by the Articles of Association (for details, see section D.IV.).

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There were no changes to the Group management and supervisory structure in the reporting year.

1. Description of the working methods and composition of the corporate bodies of Mutares SE & Co. KGaA and Mutares Management SE and their committees
2. 1. Description of the functioning of Mutares Management SE including its Man- agement Board and Supervisory Board
      A basic principle of German stock corporation law is usually a dual management system with a Management Board as the Management Body and a Supervisory Board as the Monitoring Body. In the legal form of a KGaA, there is the special feature that its business is managed by a general partner. At Mutares SE & Co. KGaA, Mutares Management SE assumes the role of the Management Body as general partner according to the Articles of Association. The Supervisory Board of Mutares SE & Co. KGaA monitors the management of the general partner in accordance with the competences assigned to it by law and the Articles of As- sociation. Mutares Management SE is a dualistically structured European stock corporation (SE). The corporate bodies of Mutares Management SE are the General Meeting, the Management Board and the Supervisory Board. Mutares Management SE - represented by its Management Board - manages the busi- ness of Mutares SE & Co. KGaA with the diligence of a prudent and conscien- tious manager and is thereby committed to the corporate interest of Mutares SE & Co. KGaA. It also represents Mutares SE & Co. KGaA externally.

1. The Management Board of Mutares Management SE

1. Composition of the Management Board
   According to the Articles of Association, the Management Board of Mutares Management SE may consist of one or more persons. The Supervisory Board of Mutares Management SE determines the specific number of members of the Management Board. For their appointment and dismissal, a simple majority of the votes cast by the members of the Supervisory Board is required. In the event of a tie, the vote of the chairman of the supervisory board shall be deci- sive. The members of the Management Board may be appointed for a maxi- mum period of six years, whereby reappointments are permitted. The Manage- ment Board of Mutares Management SE currently consists of two members.
   As of December 31, 2023, the Management Board of Mutares Management SE comprised the following members:
   • Robin Laik (*1972)

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• • Chairman of the Management Board, CEO
  • First appointment (effective): 22 February 2019 (previously mem- ber of the Management Board of mutares AG since 2008)
  • Appointed until: 31 December 2024
  • Membership of statutory supervisory boards or comparable Ger- man or foreign boards of business enterprises (as of 31 December 2023): none
• Mark Friedrich (*1978)
• • CFO
  • First appointment (effective): 9 April 2019 (previously member of the Management Board of mutares AG since 2015)
  • Appointed until: 31 December 2027
  • Membership of statutory supervisory boards or comparable Ger- man or foreign boards of business enterprises (as of 31 December 2023): none

Mr. Johannes Laumann resigned from his office as a member of the Management Board of Mutares Management SE during the fiscal year 2023 and left the Management Board of Mutares Management SE on 10 November 2023.

The curricula vitae of the Management Board members are published and regularly updated on the website of Mutares SE & Co. KGaA athttps://mutares.de/team/#vorstand. Information on the remuneration of the Management Board members can be found in the remuneration Report for the respective fiscal year.

2. The Supervisory Board of Mutares Management SE

1. Functioning of the Supervisory Board
   The Supervisory Board of Mutares Management SE consists of four members. Chairman of the Supervisory Board of Mutares Management SE is Dr.-Ing. Kris- tian Schleede.

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1. Composition of the Supervisory Board
   In the fiscal year 2023, the Supervisory Board of Mutares Management SE com- prised the following members:
2. • Dr.-Ing.Kristian Schleede (*1958)
   • • Chairman of the Supervisory Board, Chairman of the Personnel Committee since 2023
     • Member since: End of General Meeting on 17 May 2022
     • Elected until: End of the Annual General Meeting in the calendar year 2024
     • Main activity: Management Consultant, Managing Partner of KSBI GmbH, Zug, Switzerland
     • Membership of statutory supervisory boards or comparable Ger- man or foreign boards of business enterprises (as of 31 December 2023): none
   • Dr. Lothar Koniarski (*1955)
   • • Vice Chairman of the Supervisory Board
     • Member since: 2019
     • Elected until: End of the Annual General Meeting in calendar year 2024
     • Main activity: Managing Director of ELBER GmbH
     • Memberships in supervisory boards required by law or in compara- ble domestic or foreign supervisory bodies of business enterprises (as of 31 December 2023):
       o Mutares SE & Co. KGaA, Munich (Member of the Supervisory Board, Member of the Shareholders' Committee)
       o CANCOM SE, Munich (Deputy Chairman of the Supervisory Board and Chairman of the Audit Committee)

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