SNP Schneider Neureither & Partner : Corporate Governance Report 2025 new

About this update from Snp Schneider-neureither & Partner Se

Corporate Governance CORPORATE GOVERNANCE Corporate Governance Statement 2025 Effective implementation of corporate governance principles is a key element of the corporate policy of SNP Schneider-Neureither & Partner SE (hereinafter: "SNP SE" or "SNP"). Transparent and responsible corporate governance is a critical precondition for the achievement of the company's goals and for increasing its enterprise value over the long term. The Supervisory Board and Executive Board work closely together for the benefit of the entire company in order to ensure efficient corporate management and control geared towards sustainable value creation through good corporate governance. In the following statement, we explain the essential foundations of the corporate governance of SNP SE pursuant to the legal requirements of Section 315d in conjunction with Section 289f of the German Commercial Code (HGB) and the German Corporate Governance Code (GCGC or "the Code"). DECLARATION OF CONFORMITY WITH THE RECOMMENDATIONS OF THE GOVERNING COMMISSION OF GERMAN CORPORATE GOVERNANCE CODE In accordance with Section 161 AktG in conjunction with Article 9 (1) c) ii) SE Regulation, the Executive Board and Supervisory Board of a listed SE with its registered of- fice in Germany are obliged to declare once a year whether the German Corporate Governance Code (GCGC) in its currently valid form has been and is being complied with or which recommendations of the Code have not been or are not being applied and why not. In the event of changes during the year between two regular declarations, the declaration must be updated. Declaration of Conformity 2025 The Executive Board and Supervisory Board of SNP SE declare in accordance with Section 161 (1) AktG that since the submission of the last declaration of conformity in March 2025 the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version of the GCGC dated April 28, 2022, published in the Federal Gazette on June 27, 2022, have been and will continue to be complied with, with the exception of the following deviations: Recommendation B.3 of the Code, according to which the initial appointment of members of the Executive Board should be for a maximum of three years, was not complied with. Andreas Röderer was appointed as a member of the Executive Board for a period of five years with effect from November 1, 2023. This took into account the fact that he was previously a Managing Director of SNP. Dr. Jens Amail's early contract extension does not comply with recommendation B.4 of the Code, which states that any reappointment prior to one year before the end of an appointment period at the same time as termination of the current appointment should only happen if special circumstances apply. The Supervisory Board's decision to reappoint Dr. Amail early for a further five years until December 2030 and terminate the current appointment reflects the performance of the company in recent years and is a sign of stability and confidence in the company's management. Recommendation B.5 provides for an age limit for members of the Executive Board. SNP SE does not believe that a fixed age limit should be set for members of the Executive Board, as this cannot take individual circumstances into account and would also restrict the Supervisory Board in its selection of Executive Board members. In accordance with recommendation C.2 , an age limit specified for members of the Supervisory Board should also be stated in the corporate governance statement. The Supervisory Board is elected by the shareholders of SNP SE. An age limit can lead to rigid regulations and establish an unintended exclusion criterion that could run counter to the company's objective of attracting individuals with extensive experience to serve on the Supervisory Board. For this reason, a more flexible approach based on a case-by-case decision was given preference over a rigid limit. Recommendations C.6 and C.7 regarding the independence of Supervisory Board members are not fully complied with. The Supervisory Board consists of three members. Two members are regarded as representatives of the controlling shareholder and are therefore not classified as independent within the meaning of the Code. As a result, recommendation C.7 , according to which more than half of the shareholder representatives should be independent from the company and the Executive Board, is currently not complied with. According to recommendation C.10 , the Chair of the Supervisory Board and the Chair of the Audit Committee should be independent from the company and the Executive Board. The Chair of the Audit Committee should also be independent of the controlling shareholder. Both the Chair of the Supervisory Board and the Chair of the Audit Committee are regarded as representatives of the controlling shareholder; as a result, recommendation C.10 is not complied with. In accordance with recommendation D.4 , the Supervisory Board shall form a Nomination Committee composed exclusively of shareholder representatives that nominates suitable candidates to the Supervisory Board for its proposals to the Annual General Meeting for the election of Supervisory Board members. The Supervisory Board is of the opinion that the establishment of such a committee is neither necessary nor expedient due to the specific circumstances of the company, in particular the size of the Supervisory Board (currently three members) and its composition exclusively of shareholder representatives. In accordance with recommendation D.11, the company shall support Supervisory Board members sufficiently upon their appointment and during training and professional development measures and shall disclose such measures in the report of the Supervisory Board. The company did not initiate, fund, or provide any training on appointment, ongoing training, or professional development measures for Supervisory Board members in the reporting year. The members of the Supervisory Board already have the knowledge they need to perform their duties due to their professional and domain-specific experience. As no such measures took place during the reporting period, the Supervisory Board did not disclose any re- lated information in its report. The company will continue to support individual further training measures as needed in the future. In 2025, the remuneration system for Executive Board members was revised on the basis of a resolution passed by the 2025 Annual General Meeting. The revised remuneration system is essentially in line with the requirements of the Stock Corporation Act and the recommendations and suggestions of the German Corporate Governance Code in its current version; all deviations are listed below. Recommendations G.3 and G.10 were not fully complied with. In the reporting year, the Supervisory Board used an external peer group to assess whether the remuneration of the Executive Board is in line with usual levels (horizontal comparison). It also performed a vertical comparison within SNP SE. The disclosure of the composition of the peer group in accordance with recommendation G.3 was waived in the reporting year, as it is treated as part of the Supervisory Board's internal evaluation and decision-making process. Additionally, recommendation G.10 states that variable long-term remuneration should be granted predominantly in the form of shares or share-based remuneration with suitable minimum holding periods. The revised remuneration system replaced Long-Term Incentives (LTI) based on Total Shareholder Return (TSR) with a remuneration model based on Operating Cashflow (Operating CF). The new LTI system no longer includes any share- or share price-based remuneration components. As a result, the new LTI system does not comply with all aspects of recommendation G.10. The Supervisory Board believes that the Operating CF-based model provides a more accurate representation of the company's long-term growth in light of the com-pany's strategic focus and financial control parameters. This deviation does not affect the long-term incentive effect of the system, which is still geared toward multi-year periods. In addition to being reimbursed for their expenses, including the value-added tax due on their remuneration, Supervisory Board members receive basic remuneration of € 120,000 for each fiscal year. This also covers the assumption of memberships and chairmanships of committees, which means that recommendation G.17 , according to which the higher time commitment of committee members and their chairmen should be appropriately taken into account in the remuneration of Supervisory Board members, is not complied with. With the current remuneration system, the Supervisory Board takes into account the responsibility, the scope of activities, and the special circumstances of the Board's composition. In the "three-member Superviso- ry Board", the Audit Committee and the full Supervisory Board are identical, meaning that no additional remuneration is required for chairmanship or membership in this committee. No other committees have been set up (as explained). The current remuneration system does not provide for the payment of attendance fees. In accordance with recommendation D.12 , the Supervisory Board shall regularly assess the effectiveness of the Board and how its committees perform their duties. Given that the collaboration between the Supervisory Board and the Audit Committee in the current composition has only been in force since July 2025, an evaluation in 2025 did not yet appear necessary. However, a self-assessment will take place in the course of 2026. Heidelberg, Germany, March 20, 2026 For the Supervisory Board For the Executive Board Willi Westenberger Dr. Jens Amail The declaration of conformity is permanently available to the public on the company's website: https://inves-tor-relations.snpgroup.com/en/governance CORPORATE GOVERNANCE PRACTICES Responsible corporate governance SNP SE's corporate governance practices are characterized by fair, transparent, and professional cooperation with employees as well as business partners and the public. Responsible corporate governance also means complying with legal regulations within deci-sionmaking and control processes, and actively implementing recommendations that go beyond these regulations. We further strengthened our sustainability expertise in the year under review. This includes, among other things, integrating ESG criteria in the Executive Board remuneration to further reinforce sustainable action in the global business processes. Furthermore, sustainability is a fixed component of our internal risk management as well as of our Group-wide risk and opportunity inventory. This enables us to identify and manage sustainability-related risks and opportunities at an early stage. As in the previous year, we have decided to take into account the regulatory requirements of the future Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards The Annual General Meeting is chaired by the Chairman of the Supervisory Board. The Annual General Meeting (ESRS) in our sustainability reporting in the interest of promoting transparency. In doing so, we ensure that our business practices meet not only current but future requirements as well. Shareholders and Annual General Meeting The shareholders of SNP SE exercise their rights at the Annual General Meeting. In accordance with Article 19 of the company's Articles of Association, each registered share entitles the holder to one vote. Shareholdings of the Executive Board and the Supervisory Board No members of the Executive Board or the Supervisory Board held shares in SNP SE at the end of 2025: The Annual General Meeting is chaired by the Chairman of the Supervisory Board. The Annual General Meeting decides in all cases assigned to it by law and the Articles of Association. Supervisory Board The central task of the Supervisory Board is to advise and monitor the Executive Board. In accordance with the Articles of Association, the company's Supervisory Board consists of three members. The powers and duties of the Supervisory Board and its Audit Committee are governed by the German Stock Corporation Act, the Articles of Association, and the Supervisory Board's rules of procedure. Executive Board As the management body of a stock corporation, the Executive Board manages the business "under its own responsibility" (Section 76 (1) AktG) or independently of instructions and is bound by the interests and business policy principles of the company within the framework of the provisions of stock corporation law. In exercising its management authority, the Executive Board is also obliged to increase the value of the company on a sustainable basis. It reports regularly and comprehensively to the Supervisory Board on all key issues relating to business development, corporate strategy, and potential risks. The competencies and duties of the Executive Board are governed by the German Stock Corporation Act, the Articles of Association, the rules of procedure, and the schedule of responsibilities of the Executive Board. SHAREHOLDINGS AS AT DECEMBER 31, 2025 SHAREHOLDINGS AS AT DECEMBER 31, 2024 Dr. Karl Benedikt Biesinger 1 - - 4,757 0.1% Willi Westenberger 2 - - - - Michael Wand 2 - - - - Peter Maier - - - - Dr. Jens Amail - - 31,228 0,4% Andreas Röderer - - 429 - 1 Left the Supervisory Board upon conclusion of the 2025 Annual General Meeting 2 Appointed to the Supervisory Board by the 2025 Annual General Meeting

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