Corporate Governance Statement of Biofrontera AG pursuant to Sections 289f, 315d HGB for the financial year 2025

Dear ,

Corporate governance refers to the legal and factual regulatory framework for the management and supervision of a company.

As a listed company, the company is obliged to issue a corporate governance statement in accordance with Sections 289f and 315d of the German Commercial Code (HGB), including the Group.

In accordance with Section 289f (1) HGB, the corporate governance statement must be included in the management report and forms a separate section there. It can also be made publicly available on the company's website. In this case, a reference to the website must be included the management report. The company has made use of this option, i.e. this corporate governance statement has not been included in the management report for the 2024 financial year, but only the website where the corporate governance statement is publicly accessible has been included there.

The wording of the most recent declaration issued in April 2025 is published on the company's website at https://www.biofrontera.com/de/investoren/corporate-governance ("Declaration of Conformity 2025").

"Biofrontera AG has complied with the recommendations of the German Corporate Governance Code (the "Code") since the last declaration of conformity was issued in December 2023 (with supplement and re-publication in April 2024), with the following exceptions

Code recommendations A.5 (description of the main features of the control and risk management system and statement on the appropriateness and effectiveness of these systems in the management report)

The management report of Biofrontera AG complies with the legal requirements and describes the main features of the internal control system and the risk management system. However, it was decided not to comment on the appropriateness and effectiveness of these systems, as the Management Board and Supervisory Board have not identified any objections with regard to their appropriateness and effectiveness. An additional statement would further increase the scope of the management report without, in the opinion of the Management Board and Supervisory Board, providing any significant additional information.

Code recommendation D.12 (Self-assessment of the Supervisory Board)

Due to the size, the manageable business structure and the clear allocation of responsibilities within the company, there is currently no need for an independent internal audit department. The existing internal control and risk management systems are considered sufficient. Regular reviews are carried out as part of external audits and by the existing risk management system.

Code recommendation F.2 (Publication of financial information during the year)

Due to organizational circumstances, financial reports, half-year reports and interim reports are published within the statutory deadlines and not earlier.

Code recommendation G.10 (predominantly share-based variable remuneration components)

The Management Board member, Pilar de la Huerta Martinez, was not granted any variable remuneration components in the form of shares or share-based remuneration. There are also no plans to grant variable remuneration components in the form of shares or share-based remuneration: In the opinion of the Supervisory Board, in order to encourage the Management Board to ensure the long-term and sustainable development of the company, there is no need for remuneration on the performance of the company's share price. Due to the size of the company and the tasks with which the Management Board currently confronted, the Supervisory Board believes that there are other components,

that are better suited to promoting the sustainable and long-term development of society.

The company has a two-tier management and supervisory structure with the Management Board and Supervisory Board. The Management Board and Supervisory Board are committed to the interests of the shareholders and the good of the company. The Annual General Meeting is the third body of the company. Biofrontera AG is subject to the provisions of German stock corporation and capital market law as well as the provisions of the articles of association and the rules of procedure for the Management Board and Supervisory Board. The rules of procedure for the Management Board and Supervisory Board are on the company's website at https://www.biofrontera.com/de/investoren/corporate-governance.

The remuneration report for the last financial year and the auditor's report pursuant to Section 162 AktG, the applicable remuneration system pursuant to Section 87a (1) and (2) sentence 1 AktG and the most recent remuneration resolution pursuant to Section 113 (3) AktG are publicly available on the company's website at https://www.biofrontera.com/de/investoren/corporate- governance.

At the heart of our management culture for the company and its subsidiaries are values that are anchored in legal regulations as well as internal guidelines and organizational instructions. Certifications and quality requirements are of particular importance in the manufacture and distribution of pharmacological products, compliance with which requires considerable effort. In addition, there is a common understanding among company management and employees to combine sustainable growth with economic success and at the same time to added value for society through effective and well-tolerated pharmacological products. In order to achieve this goal, every employee should be aware of their contribution to the company's success and value creation and be able and allowed to take responsibility for results. Personal responsibility and initiative require knowledge of the content and strategic direction of the company. The company management therefore regularly informs employees about company goals, current business developments and the market and competitive environment. In addition, clearly defined

Corporate structures, areas of responsibility and processes. In conjunction with defined processes that are also subject to continuous optimization, such a structure enables management to be aligned with the company's objectives and the regular monitoring of target achievement.

The motivation and appreciation of the company's employees is also particularly important. After all, special commitment, high productivity and efficiency can only be achieved in a working environment that is perceived as positive and where there is a high level of identification with the company and its goals. For this reason, the company promotes a balance between the expected, highly qualified and focused work performance in a dynamic market on the one hand and the necessities and needs of private life on other. Due to its international orientation, it is essential to take appropriate account of the special features of the individual markets with their respective framework conditions, cultural characteristics and expectations, while at the same time maintaining the necessary homogeneity within the Group as a whole.

The business activities of the Biofrontera Group must comply with the legal systems of various countries. The Biofrontera Group conducts its business responsibly and in accordance with the legal provisions and official regulations of the countries in which it operates. This applies in particular to sales activities in foreign markets, especially as the sale of medicinal products is subject to special requirements regarding the integrity of the players. Violations in this environment in particular could have serious disadvantages.

The Biofrontera Group therefore expects its employees to act in a legally and ethically impeccable manner in their day-to-day business. Especially as a developer and manufacturer of pharmacological products, the highest degree of integrity is essential to justify the trust of our partners and, above all, the patients treated with our products.

Employees familiarized with the relevant codes of conduct as well as legal and regulatory provisions in training sessions involving the responsible compliance officers. The core principles of compliance at the Biofrontera Group are compliance with antitrust regulations, integrity in business dealings, a commitment to product responsibility and sustainability, adherence to the quality management system established within the company and the avoidance or proper handling of conflicts of interest. Our employees have the opportunity and are encouraged (also anonymously) to provide information on any legal violations in the companies of the Biofrontera AG Group.

Details are set out in a Code of Conduct entitled "Behavior in Business: Integrity, Innovation, Respect and Responsibility", which all employees and executive bodies are required to observe. This Code of Conduct is publicly accessible at https://www.biofrontera.com/de/investoren/corporate-governance

In view of the stock exchange listing of Biofrontera AG shares, safeguarding market integrity is a key component of our compliance structure. This includes processes for the Group-wide identification of insider information and the legally compliant handling of such information, as well as informing our employees about their duties and obligations in this context.

We strive for sustainable corporate development. We therefore regularly review our positioning with regard to the environment and social issues (environment, social, governance, "ESG"). Our main product, Ameluz®, is contract-manufactured in Switzerland. The most important ingredients, in particular the active ingredient used, are produced in the EU. As a supplier of pharmaceutical products, we and our production partners are subject to a large number of strict regulations and requirements. These also include environmental regulations. We therefore manufacturers and suppliers who are committed to high ESG standards. The corresponding environmental protection and employment standards apply at all locations. The equal treatment of our employees regardless of origin, gender, religion or ideology, disability, age or sexual orientation is part of our corporate culture.

With the Act Implementing the Second Shareholders' Rights Directive, the legislator has stipulated in Section 87 AktG that the remuneration structure of Management Board members must be geared towards the sustainable and long-term development of the company. In order to take account of the concept of sustainability in this respect as well, the remuneration regulations agreed with the members of the Management Board stipulate that assessment factors for variable remuneration components include financial and nonfinancial performance criteria, including criteria such as integrity, employee satisfaction and diversity as well as sustainability/environmental social governance (ESG) aspects.

The Management Board represents the company externally and manages it in accordance with the law, the Articles of Association and the rules of procedure for the Management Board.