STRATEC SE

Governance Information • Mar 20, 2020

CORPORATE GOVERNANCE DECLARATION 2020

Declaration of Conformity of the Board of Management and the Supervisory Board of STRATEC SE with the recommendations of the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG).

The Board of Management and Supervisory Board of STRATEC SE declare that the recommendations of the German Government Commission on the German Corporate Governance Code in the version dated February 7, 2017 ("DCGK 2017") were complied with since the submission of the previous Declaration of Conformity on November 28, 2019 in the period until the DCGK 2020 took effect on March 20, 2020 with the exception of the deviations mentioned in Section II and that the recommendations of the DCGK in its version dated December 16, 2019 ("DCGK 2020") were complied with in the period since it took effect on March 20, 2020 with the exception of the deviations mentioned in Section I and that these recommendations will be complied with in future, also with the exception of the deviations mentioned in Section I:

I. In the period since the DCGK 2020 took effect on March 20, 2020 through to the date of this declaration, the company did not comply with the following recommendations of the DCGK 2020 and will not do so in future:

Section C.5

The German Corporate Governance Code recommends that members of the Board of Management of a listed company should not accept the Chairmanship of the Supervisory Board of another listed company. The company deviated from this recommendation through to November 26, 2020; the subsequent change in the Chairmanship of the Supervisory Board means that the company will no longer deviate from this recommendation in future.

Section F.2

The German Corporate Governance Code recommends that the consolidated financial statements and the group management report should be made publicly accessible within 90 days from the end of the financial year and that mandatory interim financial information should be made publicly accessible within 45 days from the end of the reporting period.

The aforementioned publication deadlines for the consolidated financial statements and the group management report have not been and in some cases are not complied with. However, the company does comply with the legal publication deadlines as well as the deadlines stated in the stock exchange rules ("Börsenordnung") of the Frankfurt Stock Exchange regarding the regulated market with additional obligations arising from admissions ("Prime Standard"), namely of four months for the annual financial report, three months for the half-yearly financial report, and two months for the quarterly statements. In the absence of uniform rules and regulations regarding publication deadlines, the company reserves the right to deviate from Section F.2.

Sections G.1 to 5, 10, and 11

The contracts with members of the Board of Management of STRATEC SE, which were newly concluded in connection with the company's conversion to a societas europaea ("SE"), are due to expire in November 2023. The recommendations of the German Corporate Governance Code in Section G.1, and in particular numbers 1 to 5, 10, and 11, therefore only require application upon the appointment of new members or extension in the appointment of existing members. No account is currently taken of these recommendations. The future remuneration system for the Board of Management will be submitted for approval by the 2021 Annual General Meeting.

II. In the period since the submission of the previous Declaration of Conformity on November 28, 2019 through to the entry into effect of the DCGK 2020 on March 20, 2020, the company did not comply with the following recommendations of the DCGK 2017:

Section 3.8

If the company takes out a D&O insurance policy for the Board of Management, a deductible of at least 10% of the loss up to at least the amount of one and a half times of the fixed annual remuneration of the Board of Management member must be agreed upon. A similar deductible must be agreed upon in any D&O policy for the Supervisory Board.

No deductible has been agreed upon in the D&O policy for the Supervisory Board. The Board of Management and Supervisory Board are of the opinion that the members of the Supervisory Board perform their duties with due awareness of their responsibilities even without a deductible.

Section 4.2.5

The German Corporate Governance Code recommends presenting the remuneration of each Board of Management member in the remuneration report with the aid of model tables attached as an annex to the Code and should include the specific information prescribed by the Code.

The company has deviated and continues to deviate from this recommendation. It appears doubtful whether additional use of the various model tables would result in the intended transparency and general understandability of the remuneration report (cf. Section 4.2.5 Sentence 3 of the Code).

Section 7.1.2

The German Corporate Governance Code recommends that the consolidated financial statements and the group management report should be made publicly accessible within 90 days from the end of the financial year, while mandatory interim financial information should be made publicly accessible within 45 days from the end of the reporting period.

In part, the company has not complied and will not comply with the aforementioned deadlines for publishing the consolidated financial statements and the group management report as well as the mandatory interim financial information. However, the company does comply with the legal publication deadlines as well as the deadlines stated in the stock exchange rules ("Börsenordnung") of the Frankfurt Stock Exchange regarding the regulated market with additional obligations arising from admission ("Prime Standard"), namely four months for the annual financial statements, three months for the halfyearly financial report, and two months for the quarterly statements. In the absence of uniform rules and regulations regarding publication deadlines, the company reserves the right to deviate from Section 7.1.2, Sentence 4.

Birkenfeld, November 27, 2020