Declaration on Compliance 2025 (Erklarung zur Unternehmensfuhrung und Corporate Governance Bericht 2025 engl)

Since submitting the last declaration of conformity on December 03, 2023, which has been revised on January 28, 2025, Eckert & Ziegler SE has complied with all recommendations of the "Government Commission on the German Corporate Governance Code" in the version dated April 28, 2022, which came into force on June 27, 2022 ("Code 2022"), with the following exceptions:

1. Recommendation A.3 of the Code 2022: The company has strictly complied with the requirements of the German Stock Corporation Act in the design of its internal control system and risk management system. However, the company had not

   implemented any sustainability-related objectives that go beyond these requirements in the interests of lean and efficient administrative processes.
2. Recommendation A.5 of the Code 2022: The company and the Group had described the main features of the internal control and risk management system with regard to the accounting process in the management reports, as required by the German Stock Corporation Act. However, the company had not provided any further descriptions of the systems or comments on their appropriateness and effectiveness in order to keep administrative resources to a minimum.
3. Recommendation B.5 of the Code 2022: The company has not set an age limit for its Executive Board members. People should not be privileged or disadvantaged because of their age, skin color, origin, or gender. The only guideline for filling positions on the Executive Board can only be to select from the largest possible pool of candidates those persons who, in each situation, are most suitable based on their knowledge, skills and professional experience to strengthen the board and thus the competitiveness of the company.
4. Recommendation C.2 of the Code 2022: The company has not set an age limit for its Supervisory Board members because age is not a relevant criterion for them.
5. Recommendation C.7 and C.10 of the Code 2022: The current Chairman of the Supervisory Board of Eckert & Ziegler SE, Dr. Andreas Eckert, was its Chairman of the Executive Board until June 7, 2023, and was immediately subsequently appointed to the Supervisory Board by the major shareholder Eckert Wagniskapital und Frühphasenfinanzierung GmbH (EWK), where he took over as Chairman on June 7, 2023. The Supervisory Board considered the knowledge and experience that Dr.

   Eckert has gained from his work on the Executive Board to be extremely valuable for the Supervisory Board's control function and was certain that Dr. Eckert would exercise his Supervisory Board mandate in the best interests of Eckert & Ziegler SE. In addition, the appointment of Dr. Eckert by EWK ensured that the shareholders had sufficient control over the composition of the Supervisory Board, which is in line with the legislative values of Section 100 (2) No. 4 AktG.

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   Declaration on Compliance and Corporate Governance Report Eckert C Ziegler SE 2024

   Jutta Ludwig, member of the Supervisory Board since January 1, 2025, was a member of the Executive Board of Eckert & Ziegler SE until December 31, 2024 and was appointed to the Supervisory Board by EWK immediately thereafter. The Supervisory Board considered the knowledge and experience that Jutta Ludwig brings from her work on the Executive Board, in particular her many years of

   expertise in expanding business activities in China, to be of great value to the Supervisory Board's control function and was certain that Jutta Ludwig would exercise her Supervisory Board mandate in the best interests of Eckert & Ziegler SE.

   Paola Eckert-Palvarini, member of the Supervisory Board since January 1, 2023, is married to Dr. Andreas Eckert and is therefore a close family member of a former member of the Executive Board within the meaning of recommendation C.7 of the Code 2022. Against the background of the company's business purpose, the Supervisory Board considers Paola Eckert-Palvarini's scientific knowledge in particular to be beneficial for the Supervisory Board's control function and is also convinced that Paola Eckert-Palvarini is exercising her Supervisory Board mandate in the best interests of Eckert & Ziegler SE.

6. Recommendation C.11 of Code 2022: Since 1 January 2025, the Supervisory Board has included three former members of the Executive Board. The Supervisory Board considered the knowledge and experience of all three former members of the Executive Board to be extremely valuable for the Supervisory Board's control function and was confident that they would exercise their Supervisory Board mandates in the best interests of Eckert & Ziegler SE.
7. Recommendation G.6 of Code 2022: Some Executive Board members were not granted any long-term variable remuneration components, as these contracts only have terms of two years, and a long-term variable remuneration component did not appear appropriate
8. Recommendation G.7 of the Code 2022: The Supervisory Board has not defined any performance criteria for each member of the Executive Board for the coming financial year for the variable remuneration components, which - in addition to

   operational - are primarily based on strategic objectives. Annual stipulations would represent an intervention by the Supervisory Board in the management of the Company, which is not necessary in the Company's situation in order to promote its sustainable and long-term development. The primary link in accordance with the remuneration system to the net income for the year or its longterm development, in combination with the payment of long-term variable remuneration in shares or the linking of the calculation to the share price, is sufficient.

9. Recommendation G.8 of the Code 2022: A subsequent change in the target values or the comparison parameters was not excluded. In some cases, the Executive Board employment contracts provide for the Supervisory Board's authority to subsequently adjust individual parameters for the assessment of individual, variable compensation components in the event of extraordinary events. Such an adjustment option, which also allows adjustments both to the benefit and to the detriment of the Executive Board members, ensures that the members of the Executive Board are properly incentivized. Since the decision is in the sole and proper discretion of the Supervisory Board, such an adjustment option is in the best interests of the company and its shareholders.
10. Recommendation G.10 of the Code 2022: Most of the variable remuneration amounts for the members of the Management Board were not granted in shares of the company but in cash due to existing contractual commitments. In addition, the remuneration system for the Management Board also specified, on the basis of

    existing commitments, that the long-term variable remuneration component would not be paid out in shares after four years, but after the annual financial statements for the last financial year of the contract term had been approved.

11. Recommendation G.12 of the Code 2022: Due to existing contractual commitments, it was not intended in some cases that the long-term variable remuneration of the members of the Management Board would be granted pro rata for the period up to the end of the contract in the event of termination of the respective Management Board service contract, but that it would lapse if the Management Board member was no longer employed by the company

Eckert & Ziegler SE complies with all recommendations of the "Government Commission on the German Corporate Governance Code" in accordance with Code 2022 and will continue to comply with these in the future with the following exceptions:

1. Recommendation A.3 of the Code 2022: With its internal control system and risk management system, the company strictly follows the requirements of the Stock Corporation Act. The company does not implement sustainability-related objectives that go beyond these requirements in the interest of lean and functioning

   administrative processes.

2. Recommendation A.5 of the Code 2022: In the management reports of the company and the group, the essential features of the internal control and risk management system are described with regard to the accounting process, as required by the Stock Corporation Act. In order to keep the administrative burden within reasonable limits, there are no further descriptions of the systems, nor are there any comments on their adequacy and effectiveness.
3. Recommendation B.5 of the Code 2022: The company does not set an age limit for its Executive Board members. People should neither be privileged nor disadvantaged because of their age, skin color, origin, or gender. The guideline for filling board positions can only be to select from the largest possible pool of candidates those persons who, in a given situation, are most suited to strengthen the board and thus the competitiveness of the company due to their knowledge, skills and professional experience.
4. Recommendation C.2 of the Code 2022: The Company does not set an age limit for its Supervisory Board members because age is not a relevant criterion for them.
5. Recommendation C.7 and C.10 of the Code 2022: The current Chairman of the Supervisory Board of Eckert & Ziegler SE, Dr. Andreas Eckert, was its Chairman of the Executive Board until June 7, 2023, and was immediately subsequently appointed to the Supervisory Board by the major shareholder Eckert Wagniskapital und Frühphasenfinanzierung GmbH (EWK), where he took over as Chairman on June 7, 2023.

   The Supervisory Board considered the knowledge and experience that Dr. Eckert has gained from his work on the Executive Board to be extremely valuable for the Supervisory Board's control function and was certain that Dr. Eckert would exercise his Supervisory Board mandate in the best interests of Eckert & Ziegler SE. In addition, the appointment of Dr. Eckert by EWK ensured that the shareholders had

   sufficient control over the composition of the Supervisory Board, which is in line with the legislative values of Section 100 (2) No. 4 AktG.

   Jutta Ludwig, member of the Supervisory Board since January 1, 2025, was a member of the Executive Board of Eckert & Ziegler SE until December 31, 2024 and was appointed to the Supervisory Board by EWK immediately thereafter. The Supervisory Board considered the knowledge and experience that Jutta Ludwig brings from her work on the Executive Board, in particular her many years of

   expertise in expanding business activities in China, to be of great value to the Supervisory Board's control function and was certain that Jutta Ludwig would exercise her Supervisory Board mandate in the best interests of Eckert & Ziegler SE.

   Paola Eckert-Palvarini, member of the Supervisory Board since January 1, 2023, is married to Dr. Andreas Eckert and is therefore a close family member of a former member of the Executive Board within the meaning of recommendation C.7 of the Code 2022. Against the background of the company's business purpose, the Supervisory Board considers Paola Eckert-Palvarini's scientific knowledge in particular to be beneficial for the Supervisory Board's control function and is also convinced that Paola Eckert-Palvarini is exercising her Supervisory Board mandate in the best interests of Eckert & Ziegler SE

6. Recommendation C.11 of Code 2022: Since 1 January 2025, the Supervisory Board has included three former members of the Executive Board. The Supervisory Board considered the knowledge and experience of all three former members of the Executive Board to be extremely valuable for the Supervisory Board's control function and was confident that they would exercise their Supervisory Board mandates in the best interests of Eckert & Ziegler SE
7. Recommendation G.6 of the Code 2022: Some Executive Board members were not granted any long-term variable remuneration components, as these contracts only have terms of two years, and a long-term variable remuneration component did not appear appropriate.
8. Recommendation G.7 of the Code 2022: The Supervisory Board has not defined any performance criteria for each Executive Board member for the upcoming financial year for the variable remuneration components, which - in addition to operational -are primarily based on strategic objectives. Annual specifications would represent an intervention by the Supervisory Board in the management of the Company, which is not necessary in the Company's situation in order to promote its sustainable and

   long-term development. The primary link in accordance with the remuneration system to the net income for the year or its long-term development, in combination with the payment of long-term variable remuneration in shares or the linking of the calculation to the share price, is sufficient.

9. Recommendation G.8 of the Code 2022: A subsequent change of the target values or the comparison parameters is not excluded. In some cases, the employment contracts of members of the Board of Management provide for the Supervisory Board's authority to subsequently adjust individual parameters for the assessment of individual, variable compensation components in the event of extraordinary events. Such an adjustment option, which incidentally permits adjustments both in favor of and to the detriment of the Executive Board members, ensures appropriate incentivation of the Executive Board members. As the decision is made at the sole, appropriate discretion of the Supervisory Board, such an adjustment option is in the best interests of the Company and its shareholders.
10. Recommendation G.10 of the Code 2022: Most of the variable remuneration amounts for the members of the Management Board are not granted in shares of the company but in cash due to existing contractual commitments in addition, the remuneration system for the Management Board also specified, on the basis of

    existing commitments, that the long-term variable remuneration component would not be paid out in shares after four years, but after the annual financial statements for the last financial year of the contract term have been approved.

11. Recommendation G.12 of the Code 2022: Due to existing contractual commitments, it is not intended in some cases that the long-term variable remuneration of the members of the Management Board will be granted pro rata for the period up to the end of the contract in the event of termination of the respective Management Board service contract, but that it will lapse if the Management Board member is no longer employed by the company.