Declaration of Conformity

Declaration of Conformity by the Management Board and Supervisory Board pursuant to Section 161 of the German Stock Corporation Act (AktG) in the financial year 2024

According to Section 161 (1) sentence 1 of the German Stock Corporation Act (AktG) in conjunction with Sections 289f, 315d of the German Commercial Code (HGB), the Management Board and the Supervisory Board of 3U HOLDING AG declare that, since submitting the last Declaration of Conformity on 6 April 2023, the recommendations of the “Government Commission German Corporate Governance Code” (“Code”) in the version dated 28 April 2022, published in the Federal Gazette on 27 June 2022, the recommendations have been and will be complied with in the future, with the substantiated exceptions set out below.

• Recommendation A.2: When filling management positions, the Management Board will be guided by the requirements of the corresponding function and looks for the best possible person who fulfils these requirements. If several equally qualified female or male candidates are available, the Management Board shall pay attention to diversity and an appropriate consideration of women in the company when making appointments, without making these criteria an overriding principle.
• Recommendation B.1: When filling positions on the Management Board, the Supervisory Board will be guided by suitability and qualification and will look for the best possible person who fulfils the position on the Management Board. In the opinion of the company, the particular weighting of the diversity principle prescribed by the Code would narrow the selection of potential Management Board female or male candidates.
• Recommendation C.1: The Supervisory Board would welcome a female or diverse Supervisory Board member and, in the case of suitability, would prioritise such a proposal. However, in the view of the Supervisory Board, gender and diversity do not constitute dominant selection criteria for Supervisory Board members. Accordingly, the Supervisory Board has set the target for the proportion of women on the Board at 0%.
• Recommendation D.4: Due to the small number of its members, the Supervisory Board has not formed a Nomination Committee. It performs the respective functions of the nomination committee as a whole body.
• Recommendation F.2: The publication of the audited consolidated financial statements and of the management report on the Group pertaining to the financial year 2022 was delayed by a few days due to the mandatory conversion into the ESEF data format. Regarding the publication of the Annual Report 2023, observing the deadline recommended under the Code has been planned.
• Recommendation G.18: The remuneration of the Supervisory Board consists of fixed remuneration and performance-oriented remuneration. Variable remuneration is divided into three components, two of which are not aligned to the company’s long-term development. The payment of a bonus in the event of dividend distribution amounting to more than EUR 0.05 a share, as well as a successful initial public offering of a participating investment, nevertheless serve the purpose of aligning the interests of board members with the interests of the shareholders.

Earlier declarations of conformity with the German Corporate Governance can be found below in the archive.

The Management Board and the Supervisory Board regularly consult on the tasks of good corporate governance. In this context, potential improvements are considered, and the degree to which improvements are reasonable and possible is examined, along with the scope within which exceptions from the recommendations of the German Corporate Governance Code continue to be claimed from the company’s standpoint.

Marburg, in March 2024

On behalf of the Management Board
Christoph Hellrung, Andreas Odenbreit, Uwe Knoke

On behalf of the Supervisory Board
Ralf Thoenes