Declaration of Compliance with the German Corporate Governance Code
(Declaration Pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz - AktG))
After due examination, the Management Board and the Supervisory Board of SFC Energy AG declare that, since March 25, 2025 (the date as of which the last declaration of compliance was made), the Company has complied, and will comply, with the recommendations of the German Corporate Governance Code as amended on April 28, 2022 (published in the Federal Gazette on June 27, 2022, "GCGC"), with the following exceptions:
Pursuant to recommendation B.3 GCGC, the first-time appointment of Management Board members shall be for a period of not more than three years. As a precautionary measure, we would like to inform you that the Management Board remuneration system approved by the General Meeting on June 5, 2023 stipulates that when a Management Board member is first appointed, their term of office and contract is generally three years; however, the Supervisory Board may determine a different term. The Supervisory Board is therefore able to set the specific term of the initial appointment differently in any individual case, in order to maintain sufficient flexibility in recruiting particularly qualified candidates for Management Board positions, while also considering the interest in long-term and sustainable corporate management.
Depending on the specific circumstances of the enterprise and the number of Supervisory Board members, the Supervisory Board pursuant to recommendation D.2 sentence 1 GCGC shall form committees of members with relevant specialist expertise. The Supervisory Board has formed an audit committee. The Supervisory Board does not consider it necessary to form further committees, including in particular a committee dealing with Management Board remuneration, in order to perform efficient advisory and monitoring activities. As a precautionary measure, a deviation from recommendations C.10, sentence 1 and D.2, sentence 1 GCGC is therefore declared.
Pursuant 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 General Meeting. The Company's Supervisory Board has not formed a nomination committee. Consistent with the legal literature on this subject, the Supervisory Board takes the view that forming a nomination committee is unnecessary where a supervisory board is the size of the SFC Energy AG Supervisory Board, which consists of just four members. It is sometimes concluded that, under these conditions, no restriction on the
declaration of compliance pursuant to section 161 AktG is required. A deviation from recommendation D.4 of the GCGC is only declared as a precautionary measure in this respect.
Pursuant to recommendation G.1 GCGC, first indent, the remuneration system shall define, in particular, how the target total remuneration is determined for each Management Board member, and the amount that the total remuneration must not exceed (maximum remuneration). The remuneration system put forward and adopted at the General Meeting on June 5, 2023 complies with this recommendation. Management Board employment agreements in force since March 2025 also stipulate a total maximum remuneration. However, out of the utmost caution, we hereby wish to note that previous employment agreements entered into with Management Board members after the GCGC, as amended on December 16, 2019, came into force, did not provide for total maximum remuneration. However, in some cases the agreements were not yet subject to a management board remuneration system for the purposes of section 87a AktG. However, the employment agreements made since the GCGC, as amended on December 16, 2019, came into force, do contain agreed caps on the short-term and longterm variable remuneration components. This essentially ensured compliance with maximum remuneration levels in accordance with the remuneration system (to the extent applicable and except for certain special situations).
Pursuant to recommendation G.12 GCGC, if a Management Board member's contract is terminated, the disbursement of any remaining variable remuneration components attributable to the period up until contract termination shall be based on the originally agreed targets and comparison parameters, and on the due dates or holding periods stipulated in the contract. In derogation from this, certain share-based long-term incentive programs that were agreed with members of the Management Board after the GCGC, as amended on December 16, 2019, came into force stipulate that in the event of termination of the contractual agreement in the context of a change of control due to the exercise of the extraordinary right of termination available in this case, an immediate payment is made at the time the employment agreement legally terminates, in the form of a cash settlement (based on a change of control-related reference price). In the view of the Supervisory Board, this is standard practice, and early, full settlement of long-term remuneration entitlements is appropriate in the situation. The following applies under the long-term incentive program (Performance Share Plan, PSP) currently in place with all Management Board members: if a Management Board member resigns before the end of the performance period that has already begun by exercising the special right of termination agreed for this case in the event of a change of control, the PSP payout amount will only be paid out after the end of the four-year performance period and following regular target achievement assessment (based on a change of control-related reference price).
Brunnthal, March 24, 2026
SFC Energy AG
The Management Board The Supervisory Board