DFV Deutsche Familienversicherung AG

Governance Information • Feb 13, 2021

Declaration of Compliance with the German Corporate Governance Code

Pursuant to section 161, paragraph 1, of the AktG, the Management Board and Supervisory Board of a listed German stock corporation are obligated to declare once a year whether the recommendations of the German Corporate Governance Code (DCGK) have been and are being complied with, or which recommendations of the Code have not been or are not being applied and why not.

The Executive Board and the Supervisory Board of DFV Deutsche Familienversicherung AG declare that Deutsche Familienversicherung will comply with the recommendations of the Code (version dated 16 December 2019) with the following exceptions:

Recommendation A.5

In the event of a takeover offer, the Management Board should convene an Extraordinary General Meeting at which shareholders will discuss the takeover offer and may decide on corporate actions.

The Company does not follow this recommendation because over 60% of shares are held by the Founder and existing shareholders, who will take any decision about a takeover offer independently of an Extraordinary General Meeting.

Recommendation B.5

An age limit shall be specified for members of the Management Board and disclosed in the Corporate Governance Statement.

The Company does not follow this recommendation because it believes this would represent a violation of the German General Equal Treatment Act (AGG).

Recommendation C.2

An age limit shall be specified for members of the Supervisory Board and disclosed in the Corporate Governance Statement.

The Company does not follow this recommendation because it believes this would represent a violation of the German General Equal Treatment Act (AGG).

Recommendation C.7

More than half of the shareholder representatives shall be independent from the company and the Management Board.

The Company does not follow this recommendation because the material shareholdings are represented by their own representatives on the Supervisory Board.

Recommendation D.2 to D.5

Depending on the specific circumstances of the enterprise and the number of Supervisory Board members, the Supervisory Board shall form committees of members with relevant specialist expertise (including Audit and Nomination Committees).

The Company does not follow this recommendation because it believes that forming committees would represent an unreasonable organisational burden for the Company from a proportionality perspective, due to its size and the number of Supervisory Board members.

Recommendation D.11

The Audit Committee shall conduct an evalution of the quality of the audit on a regular basis.

The Company does not follow this recommendation. This duty is attended to by the Executive and Supervisory Boards given the lack of an Audit Committee.

Recommendation G.6

The share of variable remuneration achieved as a result of reaching long-term targets shall exceed the share from short-term targets.

The Company does not follow this recommendation because the Company has not developed to such an extent that it would be appropriate to set long-term targets as the predominant basis for variable remuneration.

Recommendation G.7

Referring to the forthcoming financial year, the Supervisory Board shall establish performance criteria for each Management Board member covering all variable remuneration components; besides operating targets, such performance criteria shall be geared mainly to strategic goals. The Supervisory Board shall determine to what extent individual targets for each Management Board member – or targets for the Management Board as a whole – are decisive for the variable remuneration components.

The Company does not follow this recommendation because the Company does not consider individual Executive Board member targets appropriate. Targets apply for the Executive Board as a whole in its function as a collegiate body.

Recommendation G.8

Subsequent changes to the target value or comparision parameters shall be excluded.

The Company does not follow this recommendation because it believes that it must have the option of adapting target values or comparison parameters to the prevailing conditions if they should subsequently change.

Frankfurt/Main, March 2021

Executive Board Supervisory Board