Vitesco Technologies Group AG

Governance Information • Dec 16, 2022

DECLARATION OF CONFORMITY 2022

DECLARATION BY THE EXECUTIVE BOARD AND SUPERVISORY BOARD OF VITESCO TECHNOLOGIES GROUP AG ON THE GERMAN CORPORATE GOVERNANCE CODE PURSUANT TO SECTION 161 OF THE GERMAN STOCK CORPORATION ACT (AKTG)

Pursuant to Section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of Vitesco Technologies Group AG are required to declare annually that the recommendations of the "Government Commission on the German Corporate Governance Codex" published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette ("Bundesanzeiger") have been and are being complied with or which recommendations have not been or are not being applied and why not.

The Executive Board and Supervisory Board of Vitesco Technologies Group AG hereby declare pursuant to Section 161 of the German Stock Corporation Act (AktG) that all recommendations of the German Corporate Governance Codex as amended on April 28, 2022 ("DCGK") have been and are being complied with, with the exception of the deviation stated below:

• Recommendation C.2 DCGK: : According to recommendation C.2 of the Code, an age limit shall be specified for Supervisory Board members and stated in the Declaration on Corporate Governance. The Supervisory Board currently refrains from setting an age limit. In the opinion of the Supervisory Board, the ability to supervise and advise the Executive Board in the management of the Company is not schematically linked to an age limit. The age structure of the Company's Supervisory Board is well-balanced. In accordance with the diversity concept for the Supervisory Board, Vitesco Technologies Group AG thus also relies on the high level of expertise of experienced and proven Supervisory Board members.

Since issuing the last Declaration of Conformity on December 20, 2021, Vitesco Technologies Group AG has complied with all recommendations of the "Government Commission on the German Corporate Governance Codex" as amended on December 16, 2019, published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette, with the exception of the aforementioned recommendation C.2.

There was a deviation from recommendation C.4 until January 1, 2022. Until that date Prof. KR Wolf exceeded the recommended maximum number of Supervisory Board mandates. Prof. KR Wolf resigned from another Supervisory Board mandate with effect from January 1, 2022. Since then the deviation from recommendation C.4 of the Code no longer exists.

The previous deviation from recommendation C.5 due to the number of Supervisory Board mandates held by Mr. Rosenfeld ended on February 18, 2022. With effect from this date, Mr. Rosenfeld resigned from one Supervisory Board mandate. Since then, there has been no further deviation from recommendation C.5 of the Code.

Regensburg, December 2022

Prof. Siegfried Wolf Andreas Wolf Chairman of the Supervisory Board Chairman of the Executive Board