STRATEC SE

Governance Information • Mar 15, 2024

CORPORATE GOVERNANCE STATEMENT WITH REPORT ON CORPORATE GOVERNANCE

Corporate governance at STRATEC SE (hereinafter: STRATEC) is determined by applicable laws, in particular the requirements of company law, the Articles of Association and internal regulations, and standards of good, responsibile corporate governance. The German Corporate Governance Code (www.dcgk.de) provides recommendations and suggestions for the corporate governance to be applied at STRATEC in accordance with recognized standards.

STRATEC's Board of Management and Supervisory Board are convinced that good corporate governance provides a key foundation for the company's sustainable success and enhances the trust placed in the company by its shareholders, business partners, and employees, as well as by the financial markets.

In what follows, STRATEC's Board of Management and Supervisory Board report on the principles underlying their corporate governance in accordance with the legal requirements set out in § 289f and § 315d of the German Commercial Code (HGB) and on corporate governance at the company in accordance with Principle 23 of the German Corporate Governance Code. The declaration on the German Corporate Governance Code submitted pursuant to § 161 of the German Stock Corporation Act (AktG) ("Declaration of Compliance") and updates to such declarations form a constitutent component of the Corporate Governance Declaration. The Corporate Governance Declaration with the Report on Corporate Governance form an unaudited component of the Management Reports accompanying the 2023 Annual and Consolidated Financial Statements.

1. Declaration pursuant to § 161 of the German Stock Corporation Act (AktG)

At its meeting on November 24, 2023, the Supervisory Board addressed the German Corporate Governance Code in its current version and, together with the Board of Management, submitted the following declaration pursuant to § 161 of the German Stock Corporation Act (AktG):

"Declaration of Compliance by 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 April 28, 2022 were complied with since the submission of the previous Declaration of Compliance on November 24, 2022 with the exception of the deviations mentioned below and that these recommendations will be complied with in future with the exception of the deviations mentioned below:

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.2 to G.4, G.10, and G.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 expired in November 2023. The recommendations of the German Corporate Governance Code in Section G.I, and in particular G.2 to G.4, G.10, and G.11, and the remuneration system approved by the Annual General Meeting on May 20, 2021, therefore only required application upon the appointment of new members or extension in the appointment of existing members. The new remuneration system approved by the Annual General Meeting was applied in the extension of appointments and associated amendment of contracts now executed with the members of the Board of Management."

As a company, STRATEC is not subject to special legal regulations pursuant to Section F.4 of the German Corporate Governance Code. There are therefore no over-riding legal stipulations that have resulted in Code recommendations not being applicable.

Together with the Declarations of Compliance for the past five years, which are no longer up-to-date, this Declaration of Compliance is also available on the company's webiste at www.stratec.com > Investors > Corporate Governance > Declaration of Compliance.

2. Relevant disclosures on corporate governance practices

Together with the Corporate Governance Statements for the past five years, which are no longer up-to-date, this Corporate Governance Statement is also available on the company's website at www.stratec.com > Investors > Corporate Governance > Declaration of Corporate Governance.

Diversity

STRATEC views a diverse workforce as a great source of added value. A wide range of personal and cultural diversity is seen as a force driving innovation and enables the company to respond more closely and swiftly to technological changes and customers' needs. Maintaining an open and tolerant corporate culture is

therefore a matter of course for STRATEC and also assists the company in its efforts to recruit qualified employees, particularly at times when specialists are in short supply.

STRATEC treats all employees equally and provides them with the same career opportunities irrespective of their age, disability, chronic illnesses, ethnic origin, religious affiliation, gender, sexual identity, or any other reasons for potential discrimination.

STRATEC is aware that its managers have a pivotal role to play in promoting diversity and inclusion. In view of this, diversity is actively promoted in practice by STRATEC's Board of Management.

Compliance management system

Measures to prevent corruption, bribery, and any other violations of the law therefore form an integral component of STRATEC's understanding of compliance and of its compliance management system. At STRATEC, compliance-related measures are summarized in its Corporate Compliance Policy, which is binding for all employees, line managers, and executives throughout the Group and is communicated in regular mandatory training. In this respect, compliance with a variety of legal systems and statutory regulations is just as important as compliance with ethical principles.

Core elements of STRATEC's Corporate Compliance Policy include the following:

• A basic explanation of STRATEC's understanding of compliance, as well as an explanation of the compliance management system.
• Preventing corruption, i.e. upholding the integrity necessary in business dealings, and in particular the prohibition of any illegitimate exercising of influence
• Information and assistance for compliance with all requirements set by the law and the respective authorities, as well as with internal requirements
• Assistance to avoid conflicts of interest
• The obligation to provide a fair and respectful working environment at the company
• Assistance to avoid conflicts of interest between private and business matters
• Compliance with the applicable legal requirements in Germany and abroad
• Copyright and license conformity
• Regular training of employees and information material on the intranet
• Respectful and professional conduct at the company
• Opportunities to report suspected breaches of compliance.

STRATEC expects all of its employees, line managers, and executives to adhere to compliance requirements and to ensure that all business decisions and actions taken in their areas of responsibility are consistent with relevant legal requirements and the Corporate Compliance Policy and also serve the company's best interests. To this end, the company aims to ensure that all new employees are trained in person by the compliance department at company headquarters or the relevant local compliance officer with regard to the Corporate Compliance Policy within three months of joining the company. Training is provided to all full-time and part-time employees, as well as to all interns, trainees, and freelance employees at all locations. In addition to initial training provided to individuals coming into contact with the Corporate

Compliance Policy for the first time, mandatory training is also provided at regular intervals to STRATEC's existing workforce. This is intended on the one hand to inform employees about the latest developments in this area while on the other hand creating a permanent awareness of compliance among employees.

STRATEC's compliance system is continually being enhanced and optimized. Moreover, regular compliance summits are held to which all active compliance officers are invited in order to share their experiences and receive further training. A further component of STRATEC's compliance management system involves the annual meeting of the Compliance Board, which comprises six permanent members and two alternating members whose specialist departments at STRATEC are assessed as potentially being exposed to risks. This body discusses and decides on compliance targets and separate relevant topics. The risk reports compiled by compliance officers at individual locations form the basis for the compliance report provided to the Board of Management. The Board of Management discharges its reporting duties towards the Supervisory Board.

An anonymous whistleblower system enabling employees or other parties to notify the company of any breaches of regulations or legal requirements has been in place since 2017.

The Corporate Compliance Policy is available on the company's website at www.stratec.com > Company > About us > Corporate Compliance verfügbar.

Furthermore, STRATEC adheres to the requirements of the law and of its Articles of Association (www.stratec.com > Investors > Corporate Governance > Articles of Association) and, apart from those deviations listed in the aforementioned declaration pursuant to § 161 of the German Corporate Governance Act (AktG), also complies with the German Corporate Governance Code (www.dcgk.de).

Corporate Social Responsibility

Since its foundation more than 40 years ago, a responsible mindset and sustainable operations have been one of the foundations enabling STRATEC to grow from a small startup into what is now a company with global operations. By implementing sustainability topics in its corporate strategy, STRATEC is accounting for its responsibility towards society. Given the high priority accorded to them, corporate social responsibility topics are managed at the STRATEC Group by the Board of Management, which discusses these and formulates suitable targets with and on behalf of the members of the first management tier and for the management at subsidiaries. Within the Supervisory Board, Dr. Hiller has been appointed as the member responsible for topics relating to corporate social responsibility. Furthermore, STRATEC has established an ESG (Environmental Social Governance) Board. This comprises the managers responsible for those company divisions that are especially relevant to sustainability aspects (Procurement, Human Resources, Manufacturing, Legal & Compliance, Quality Management, Project Management, Investor Relations, Sustainability, Corporate Communications) and further employees in specialist functions. Together with the managers responsible for the risk management system, the ESG Board addresses topics which include the materiality and risk analyses in the field of corporate social responsibility. In addition, the ESG Board identifies potential improvements for sustainability and oversees the introduction of measures aimed at achieving defined targets (as well as monitoring target achievement). Materiality aspects relevant to corporate social responsibility are continually evaluated and adapted in line with changing circumstances.

The opportunities and risks associated with corporate social responsibility are regularly assessed and continually monitored within the risk management system.

STRATEC is a signatory to the UN Global Compact of the United Nations, the world's largest initiative for sustainable and responsible corporate governance. As a signatory, STRATEC is committed to upholding the ten principles of the UN Global Compact, which include the topics of human rights, work, environment, and combating corruption. Furthermore, STRATEC supports the UN's 2030 Agenda for Sustainable Development and the 17 associated goals (Sustainable Development Goals).

Detailed information about the disclosures required by the CSR Directive can be found in the Non-Financial Group Declaration, which is a constituent component of the Group Management Report. The Non-Financial Group Declaration for the 2023 financial year also includes the disclosures required by the EU Taxonomy Regulation (Taxonomy Regulation) in respect of taxonomy-eligible economic activities.

Quality management system

Most of STRATEC's products are supplied to partners operating in strictly regulated markets. Quality management therefore represents a core aspect of STRATEC's business model and forms the basis for the success both of the company and of its partners.

STRATEC is committed to permanently improving the quality of its processes and services. Most of its products are subject not only to the strict requirements of the German Medical Products Act, but also to numerous national and international regulations that have to be complied with when entering the respective markets.

To satisfy these requirements, STRATEC has established a high-performance, certified quality management system. This accounts for the ever growing body of regulatory requirements in international markets and the ever more extensive number of requirements on national level. At the same time, it is the prerequisite for ensuring consistently high product quality.

Among others, the tasks performed by the Quality Management and Regulatory Affairs department include ensuring that the products comply with all necessary regulatory requirements for medical products, supplier evaluation and qualification, and continuously improving the quality management system.

The design and manufacture of an analyzer system also involves regular audits by customers, the authorities, certification bodies, and internal company departments at our development and production locations. These are prepared and accompanied by our quality management team.

Consistent with the motto "one world – one company – one quality", STRATEC has set itself the target of largely harmonizing its quality management system. Due account is taken of the specific needs of individual locations resulting from their different focuses (product types, development, production, etc.). STRATEC employees at the various locations form teams of experts for individual specialisms to promote the sharing of information within the company, support one another with their skills and experience, and ensure a coordinated approach.

Information about the standards to which STRATEC is committed and under which it is certified can be found at the company's website at www.stratec.com > Company > About us > Quality.

3. Description of mode of operation of Board of Management and Supervisory Board and composition and mode of operation of their committees

German stock corporation law provides for a two-tier system of corporate management. The Board of Management and Supervisory Board of STRATEC SE, which has a dualistic management structure, cooperate closely to the company's benefit. In this, the company is managed by the Board of Management and supervised by the Supervisory Board.

Board of Management and its mode of operation

The Board of Management manages the company with the aim of achieving sustainable value creation. It does so under its own responsibility and in the company's best interests, i.e. taking due account of the interests of the company's shareholders, employees, and other stakeholders. The Board of Management manages the company in accordance with the requirements of law, the Articles of Association, and its own Code of Procedure. The Board of Management is committed to the principles of good, responsible, and efficient corporate governance. It follows the requirements of the German Corporate Governance Code in its respectively valid version to the extent that compliance with such is declared in its annual Declaration of Compliance with the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (AktG) ("Declaration of Compliance"). The Board of Management develops the company's strategy, coordinates this with the Supervisory Board and ensures its implementation. Furthermore, it ensures that the company has appropriate risk management and risk controlling, as well as a compliance management system appropriate to the company's risk situation.

In appointing candidates to management positions at the company, the Board of Management considers diversity and aims in particular to ensure the appropriate participation of women. The Board of Management stipulates target values for the share of women in the two management tiers below the Board of Management.

The Supervisory Board issues Code of Procedure for the Board of Management which, in particular, include a catalog of transactions requiring the approval of the Supervisory Board, stipulate the allocation of duties and cooperation within the Board of Management, and govern the cooperation of the Board of Management with the Supervisory Board.

The members of the Board of Management bear joint responsbility for managing the company. They work together as colleagues and keep each other regularly informed of all significant measures or developments in their areas of responsibility.

Each member of the Board of Management manages the area of responsibility allocated to him under his own responsibility. For measures and transactions affecting several areas of responsibility, the relevant members of the Board of Management are required to agree the approach to be taken and, if necessary, seek a resolution adopted by the full Board of Management.

Should he have concerns regarding a matter in a given area of responsibility, each member of the Board of Management is obliged to seek a resolution from the Board of Management if the concerns cannot be remedied following discussion of the matter with the relevant member of the Board of Management.

As a rule, the Board of Management adopts resolution at meetings, which are generally held once a week and convened by the Chairman of the Board of Management at the request of a member of the Board of Management or where urgent action is required. The Chairman of the Board of Management may order that a resolution should be adopted remotely by circulating the respective documents, unless another member objects to such procedure.

The Board of Management should, whenever possible, adopt unanimous resolutions. In the particular case that no agreement can be reached, the meeting chair determines whether a vote should be held or the resolution should be adjourned. In the case of adjournment, a resolution must be passed on the matter at the following meeting. Resolutions that are not adopted unanimously are minuted with the relevant voting ratios.

The Board of Management only has a quorum when at least half its members are present. Members of the Board of Management may participate in the adoption of resolutions by casting their votes in writing, by fax, telephone, or electronically. The results are determined by a simple majority of votes cast. In the event of a parity, the Chairman has the casting vote. Should the Chairman of the Board of Management be absent or prevented from voting, in the event of a parity of votes the draft resolution is deemed to have been rejected.

The full Board of Management adopts resolutions on matters of fundamental importance and consequence for the company. These also involve matters for which a decision by the full Board of Management is required by law, the Articles of Association, or the Code of Procedure. These include, for example, the preparation of the annual financial statements, the convening of the Annual General Meeting, and proposals concerning the resolutions to be adopted at the Annual General Meeting.

The Chairman of the Board of Management coordinates the areas of responsibility of the Board of Management. He is obliged to ensure that the company is uniformly managed on the basis of the targets stipulated in resolutions adopted by the Board of Management. He represents the Board of Management and the company in public. The Chairman of the Board of Management in particular is regularly in contact with the Supervisory Board Chair to discuss the company's strategy, business performance, risk management, and sustainability issues. He provides immediate report to the Supervisory Board Chair of any significant events of material relevance for assessing the company's position, performance, or management.

Members of the Board of Management are bound to observe the company's best interests and subject to an extensive prohibition on competition during their period of activity. No member of the Board of Management may pursue personal interests in their decisions or exploit for themselves business opportunities to which the company is entitled. Each member of the Board of Management must disclose any conflicts of interest to the Chair of the Supervisory Board and to the Chair or Spokesperson of the Board of Management without undue delay and inform the other members of the Board of Management. Sideline activities, especially supervisory board mandates outside the the Group, may only be assumed with the approval of the Supervisory Board.

All transactions between the company on the one hand and members of the Board of Management and persons and enterprises closely related to such on the other hand must be performed on terms customary to the sector.

Supervisory Board and its mode of operation

The Supervisory Board advises and supervises the Board of Management in its management of the company. It is directly involved in all decisions of fundamental importance to the company. Its supervision and advice also include sustainability issues in particular.

The Supervisory Board performs its activities in accordance with the requirements of the law, the Articles of Association, and its Code of Procedure. Supervisory Board members have the same rights and obligations and are not bound by instructions. The Supervisory Board is committed to the principles of good, responsible, and efficient corporate governance. It follows the respectively valid requirements of the German Corporate Governance Code to the extent that compliance is declared in the annual Declaration of Compliance with the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (AktG) ("Declaration of Compliance").

The Supervisory Board appoints members of the Board of Management and may also dismiss them. Any first-time appointment of a member of the Board of Management is for a maximum term of three years. Any reappointment of a member of the Board of Management prior to one year before the end of an appointment period at the same time as termination of the current appointment only happens if special circumstances apply. The Supervisory Board ensures that the composition of the Board of Management is consistent with diversity considerations appropriate to the company's business (see "Diversity concept for composition of Board of Management"). From the perspective of the company's management, the basic criteria applicable when selecting candidates for positions on the Board of Management particularly include the personality, specialist qualifications for the area for which responsbility is to be assumed, integrity, management qualities, and diversity factors. The Board of Management and Supervisory Boards continually address the topic of long-term succession planning for the Board of Management. In the past year as well, the Supervisory Board discussed successors for the Board of Management and long-term personnel planning, taking due account of the considerations submitted by the Board of Management.The Supervisory Board determines specific objectives regarding its composition and prepares a competence profile for the entire board. In this, it takes the principle of diversity into account. The competence profile for the Supevisory Board also includes expertise relating to sustainability issues relevant to the company. The implementation status for the competence profile is disclosed in the qualification matrix for the overall Supervisory Board in Section 5 "Diversity concpet for composition of Supervisory Board". Based on legal requirements governing the equal participation of women and men in management positions, the Supervisory Board stipulates target values for the share of women in the Supervisory Board and the Board of Management.

The Supervisory Board decides on a clear and comprehensible remuneration system for the members of the Board of Management and, on this basis, determines the actual remuneration for each member of the Board of Management. The Annual General Meeting generally adopts advisory resolutions on the approval of the

remuneration system for the members of the Board of Management prepared by the Supervisory Board, upon any material change to the remuneration system, and as a minimum every four years. Furthermore, similar to the resolutions adopted for the remuneration system for the Board of Management, the Annual General Meeting adopts advisory resolutions on the approval of the remuneration system for members of the Supervisory Board submitted by the Supervisory Board. In addition, the Annual General Meeting adopts recommendatory resolutions on the approval of the remuneration report for the preceding financial year.

The Supervisory Board has adopted Code of Procedure which, among other aspects, govern cooperation within the Supervisory Board and with the Board of Management. The Code of Procedure for the Supervisory Board are published on the company's website.

Supervisory Board members are elected by shareholders at the Annual General Meeting. The Supervisory Board is convened when necessary and holds at least two meetings in each half of the calendar year, and also regularly meets in the absence of the Board of Management.

The number of meetings and key topics thereby addressed are presented in the Supervisory Board Report. This report also states how many meetings of the Supervisory Board and its committees were held in person or as video or telephone conferences and discloses how many of the meetings were attended by the individual members of the Supervisory Board.

The Supervisory Board is convened by the Supervisory Board Chair, with simultaneous communication of the agenda, or, should he be prevented from doing so, by his Deputy, with a notice period of 14 days. A meeting must also be convened when requested by a Supervisory Board member or the Board of Management, with stipulation of the purpose of and reasons for the meeting.

As a rule, the Supervisory Board adopts resolutions at meetings that are chaired by its Chair. If so instructed by the Supervisory Board Chair, resolutions may also be adopted outside meetings, in this case in writing or by fax, telephone, or other forms of communication provided that no Supervisory Board member objects to the procedure. Such resolutions are documented by the Chair in a written protocol which is forwarded to all members. Absent Supervisory Board members may participate in the adoption of resolutions in writing, verbally, by telephone, fax, or e-mail by having their votes cast by another Supervisory Board member.

Unless otherwise stipulated by law, resolutions are adopted on the basis of a simple majority of votes. Abstentions do not count as votes. For elections, relative majorities are deemed adequate. In the event of a parity of votes, also in elections, the Supervisory Board Chair has the casting vote.

The Supervisory Board has a quorum when all of its members have been correctly invited to the meeting or have been requested to cast their votes outside a meeting and at least three members then participate in the adoption of the resolution. Members abstaining are also deemed to participate in adoption of the resolution.

The Supervisory Board Chair coordinates the activities of the Supervisory Board, chairs its meetings, and represents its matters externally. The Supervisory Board Chair is also available within reasonable limits to discuss Supervisory Board-related issues with investors. He is authorized on behalf of the Supervisory Board to submit and accept declarations of intent on the part of the Supervisory Board to the extent necessary to

execute Supervisory Board resolutions. He is regularly in contact with the Board of Management, and in particular the Chairman of the Board of Management, to discuss with them issues relating to the company's strategy, planning, business development, risk management, and sustainability issues. The Supervisory Board Chair is informed by the Chairman of the Board of Management without undue delay of major events that are of material importance for assessing the company's status and performance, and for managing the company. The Supervisory Board Chair subsequently informs the Supervisory Board and, if required, convenes an extrardinary Supervisory Board meeting.

The Supervisory Board regularly assesses how effectively the Supervisory Board and its committees are discharging their duties. The internal self-assessment (efficiency review) recently performed by means of a structured catalog of questions in December 2022 established that the activities of the Supervisory Board are efficient in every respect. The internal self-assessment (efficiency review) performed by means of a structured catalog of questions in January 2024 reached the same conclusion.

Supervisory Board members are bound to observe the company's best interests. In their decisions, they must neither pursue personal interests nor exploit for themselves business opportunities to which the company is entitled. Each Supervisory Board member is obliged to inform the Supervisory Board Chair of any conflicts of interest without undue delay. In the event of material conflicts of interest that are not only temporary, the Supervisory Board member is obliged to retire from his or her position. In its report to the Annual General Meeting, the Supervisory Board discloses any conflicts of interest that have arisen and how they were addressed. Supervisory Board members receive adequate support from the company when they assume their positions and when they draw on training or professional development measures at their own initiative to enable them to fulfil their duties. Within an onboarding process, Supervisory Board members elected for the first time or appointed by court have the opportunity to familiarize themselves with the specific features of the company, its market and competitive situation, and the legal framework, and in particular with corporate governance and the compliance management system. The Report of the Superivsory Board provides information about the measures performed.

Cooperation of Board of Management and Supervisory Board

The Board of Management and the Supervisory Board cooperate closely to the benefit of the company.

The Board of Management develops the company's strategy, coordinates this with the Supervisory Board and ensures its implementation. It discusses the current state of strategy implementation with the Supervisory Board at regular intervals.

For transactions of fundamental importance, the Articles of Association and the Code of Procedure for the Board of Management stipulate that such transactions are subject to approval by the Supervisory Board. The Supervisory Board is thus directly involved in decisions or measures of fundamental importance.

Ensuring that the Supervisory Board is kept adequately informed is a task incumbent on both the Board of Management and the Supervisory Board. The Board of Management provides the Supervisory Board on a regular basis, and at least every three months, with extensive written and oral reports on all matters relevant to the company. It address departures in the current business performance from existing projections and targets and indicates the reasons for such departures. The Supervisory Board specifies the information and reporting duties of the Board of Management. The reports by the Board of Management to the Supervisory Board are, as a rule, to be submitted in text form. Documents required for decisions, and here especially the annual financial statements, consolidated financial statements and audit report, are sent to members of the Supervisory Board in good time before the meeting.

Between meetings, the Supervisory Board Chair is in regular contact with the Board of Management, and in particular with the Chairman, to discuss with them issues of strategy, business development, the risk situation, risk management and compliance of the company.

The Board of Management ensures that the company has appropriate risk management and risk controlling, as well as a compliance management system appropriate to the company's risk situation. Deliberate entrepreneurial risk management assists in detecting risks at an early stage, assessing these and, where appropriate, taking suitable measures. Dealing with risks associated with the company's business activities is a factor of fundamental importance for the Board of Management and Supervisory Board. Both bodies ensure that they receive regular reports on risks and their development. The Board of Management and Supervisory Board regularly discuss matters of risk management. The risk management system is continually being developed further by the company and is audited by the auditors. Current risks facing the company are regularly reported in the risk report. The Board of Management immediately forwards to the Supervisory Board Chair any information that is of material relevance from a risk perspective.

Composition and mode of operation of Board of Management committees In view of its size, the Board of Management has to date not formed any committees.

Composition and mode of operation of Supervisory Board committees

The Supervisory Board has formed two specialist committees from among its members: an Audit Committee and a Remuneration Committee.

Upon publicaton of this statement, the Audit Committee comprised the following Supervisory Board members: Prof. Dr. Georg Heni, Dr. Frank Hiller, and Dr. Rolf Vornhagen. The Audit Committee is chaired by Dr. Rolf Vornhagen. All committee members have expertise in the field of accounting. Prof. Dr. Heni also has expertise in the field of auditing. The additional expertise available among committee members is presented in the qualification matrix for the overall Supervisory Board in Section 5 "Diversity concept for composition of Supervisory Board.

The Audit Committee monitors the company's accounting and financial reporting process and may submit recommendations or proposals to the Supervisory Board in order to safeguard the integrity of this process. The Audit Committee is responsible for perfoming an preliminary review of the annual and consolidated financial statements and the management reports of STRATEC SE and the STRATEC Group, including sustainability reporting and intrayear financial information. The Audit Committee prepares Supervisory Board decisions in respect of the adoption of the annual financial statements, the approval of the consolidated financial statements, and the resolution to be proposed by the Board of Management in respect of the appropriation of profit and submits corresponding recommendations to the Supervisory Board. Furthermore, prior to the submission of the proposal concerning the appointment of the external auditor the Audit Committee performs a review each year to assess the specific suitability, qualifications, and independence of such, as well as to assess the quality of the audit. The Audit Committee prepares the proposal to be submitted by the Supervisory Board to the Annual General Meeting concerning the appointment of the external auditor and, if applicable, the external auditor for the audit review of the half-year financial reports and submits a corresponding recommendation to the Supervisory Board. The Audit Committee discusses the effectiveness and functionality of the internal control and risk management system, internal audit, and compliance management with the Board of Management at least once a year.

The Audit Committee discusses with the auditor the audit risk assessment, the audit strategy and audit planning, and the audit results. Moreover, the Audit Committee Chair regularly discusses the progress of the audit with the auditor and reports thereon to the Committee.

The agreements reached between the Audit Committee and the auditor in respect of its cooperation with the auditor are presented in the section "Financial reporting and auditing".

The Audit Committee meets at least twice yearly. As a general rule, the external auditor attends its meetings, as does the Board of Management or individual members of such. If necessary, the Audit Committee may also meet without the external auditor and Board of Management.

The Code of Procedure for the Supervisory Board Audit Committee has been published on the company's website.

Upon publication of this statement, the Remuneration Committee comprised three Supervisory Board members: Prof. Dr. Georg Heni, Dr. Frank Hiller, and Dr. Patricia Geller. The Remuneration Committee is chaired by Prof. Dr. Georg Heni.

The duties of the Remuneration Committee particularly involve preparing Supervisory Board resolutions in respect of the remuneration system for the Board of Management, including the implementation of this system in contracts concluded with members of the Board of Management, specifying targets for variable remuneration and reviewing target achievement, stipulating and reviewing the appropriateness of overall remuneration for individual members of the Board of Management, and approving the annual remuneration report. In addition, the Remuneration Committee prepares the regular review of the remuneration system for the Board of Management.

The Remuneration Committee meets at least twice a year.

The Code of Procedure for the Supervisory Board Remuneration Committee has been published on the company's website.

4. Stipulations pursuant to § 76 (4) and § 111 (5) AktG – equal participation of women and men in management positions

The "Act on the Equal Participation of Men and Women in Private-Sector and Public-Sector Management Positions" requires companies that are publicly listed or subject to codetermination requirements, such as STRATEC, to stipulate targets for the share of women in the two management tiers below the Board of Management (pursuant to § 76 (4) AktG) and in the Supervisory Board and the Board of Management (pursuant to § 111 (5) AktG). Such companies are also required to set deadlines by which these targets should be met.

On November 27, 2020, the Board of Management set targets for the share of women in the first and second management tiers below the Board of Management at the parent company of the STRATEC Group for the period to December 31, 2024. The target for the share of women in the first management tier now amounts to 25%, while that for the second tier still stands at 20%. As of December 31, 2023, women accounted for 16.7% of managers in the first management tier. For the second management tier below the Board of Management, the company still fell significantly short of this target as the labor market is still very robust and given the low number of women newly graduating from technology-related courses at universities.

To further raise the share of women in management tiers, the company is continually taking additional measures. In 2019, for example, a training program aimed at further raising awareness for diversity and inclusion among all of the Group's managers was held for members of the first and second management tiers. Further measures to increase diversity were drawn up and implemented once again in the 2023 financial year. In 2023, for example, a program aimed at increasing diversity in management positions was developed and implemented worldwide. This included components such as training for women in management positions, diversity awareness training for all management staff, and the compilation of a diversity portal with resources for all employees. This program will be further promoted in 2024, with one focus on introducing management groups aimed at further raising diversity awareness.

On November 27, 2020, the Supervisory Board resolved that the target of 30% for the share of women on the Supervisory Board should be upheld in the period to December 31, 2024. Consistent with legal requirements and the provisions of the Articles of Association, the Supervisory Board of STRATEC SE still comprised three members upon the adoption of this resolution. To account for external requirements and the company's targets in respect of diversity, and to further increase the range of experience available within the Supervisory Board, the Annual General Meeting on May 20, 2022 approved the proposal submitted by the administration that the Supervisory Board should be extended from three to four members. Due to this extension, women accounted for 25% of the members of the Supervisory Board as of December 31, 2023.

The primary qualities that count for the company when appointing members of the Board of Management, irrespective of the gender of the candidate, are performance, qualifications, and potential. Furthermore, the Supervisory Board believes that, in respect of the composition of the Board of Management, it is in the company's interest to ensure continuity. It is not deemed appropriate to change the composition merely to adjust the gender balance. On November 27, 2020, the Supervisory Board therefore decided to set the

target share for women to be achieved by December 31, 2024 at 0% once again. As of December 31, 2023, the four-member Board of Management did not include any women; accordingly, the share of women amounted to 0%.

5. Diversity concept for composition of Supervisory Board

The Supervisory Board must be composed in such a way as to ensure its ability to provide qualified supervision of and advice to the Board of Management. Its members should collectively have the knowledge, skills, and professional expertise required to properly perform all of the duties required of the Supervisory Board at a company with a capital market orientation and international operations.

In view of this, and taking due account of the recommendations and suggestions made in the German Corporate Governance Code (DCGK), the Supervisory Board set the following targets for its composition:

"Competence profile and specific targets for composition of Supervisory Board of STRATEC SE

In accordance with the requirements of law and the Articles of Association, the Supervisory Board of STRATEC SE comprises four members, all of whom are elected by shareholders.

I. General requirements in Supervisory Board members

a) Each Supervisory Board member must meet the requirements of law and the Articles of Association for membership in the Supervisory Board and should, where possible, satisfy the recommendations made by the German Corporate Governance Code in its respectively valid version (c.f. in particular § 100 (1) to (4) AktG).

b) Each Supervisory Board member must have the knowledge and skills required to properly perform the duties required of him or her by law and the Articles of Association.

c) The Supervisory Board must include at least one member with expertise in the field of accounting and at least one member with expertise in auditing. The members must collectively be familiar with the sector in which the company operates (§ 100 (5) AktG).

d) The Supervisory Board should also include expertise regarding sustainability issues relevant to the company.

II. Specific targets for composition of Supervisory Board

Supervisory Board members should collectively have the following qualifications and characteristics, with an accumulation of several qualifications and characteristics in one member also possible:

a) The Supervisory Board include at least one member with management experience at an industrial company.

b) The Supervisory Board should include at least one member with longstanding experience in international business affairs or expertise in the field of medical technology or another technical field.

c) The Supervisory Board should include at least one member with expertise in the field of accounting.

d) The Supervisory Board should include at least one member with expertise in the field of auditing.

e) The Supervisory Board should include at least one member with expertise regarding sustainability issues relevant to the company.

f) The Supervisory Board should not include members who are expected to face frequent or permanent conflicts of interest in exercising the duties associated with membership (potential conflicts of interest).

g) At least half of the members of the Supervisory Board should be independent of the company and its Board of Management. A Supervisory Board member is independent of the company and its Board of Management if they have no personal or business relationship with the company or its Board of Management that may cause a substantial and not merely temporary conflict of interest.

When assessing the independence of Supervisory Board members from the company and its Board of Management, the Supervisory Board should particularly take into consideration the following aspects; whether the respective Supervisory Board member, or a close family member:

• was a member of the company's Board of Management in the two years prior to appointment
• is directly or indirectly a controlling shareholder of the company
• whether he/she currently is maintaining (or has maintained) a material business relationship with the company, or one of the entities dependent on the company (e.g. as customer, supplier, lender or advisor), in the year up to his/her appointment, directly or as a shareholder, or in a leading position of a non-group entity
• whether he/she is a close family member of a member of the Board of Management, or
• whether he/she has been a member of the Supervisory Board for more than twelve years.

h) No member should be aged 75 or above upon election to the Supervisory Board (age limit for Supervisory Board members) or have been a member for at least 12 years at such time (regular limit to term of Supervisory Board membership).

i) With regard to the diversity of its composition, the Supervisory Board aims to ensure a range of different professional and international experience and in particular the appropriate participation of both genders. The Supervisory Board currently has one female member.

j) The Supervisory Board should not include any members who sit on the Board of Management of a listed company and hold a total of more than two Supervisory Board positions at non-group listed companies or comparable functions or holds the chairmanship of the supervisory board at a non-group listed company.

Furthermore, each Supervisory Board member must ensure that he or she is able to dedicate the amount of time expected to be necessary to properly perform the role. Members should in particular note that at least two Supervisory Board meetings are held in each half of the calendar year, with each of these

requiring appropriate preparation, and that sufficient time must be available to review the documents relating to the annual and consolidated financial statements. Furthermore, extraordinary meetings of the Supervisory Board may also be needed to address special topics.

Proposals by the Supervisory Board to the Annual General Meeting should take these targets into account, while simultaneously aiming to satisfy the competence profile for the full Supervisory Board. Moreover, the personality, integrity, willingness to perform, and professionalism of candidates should also be considered."

	Prof. Dr. Georg Heni	Dr. Frank Hiller	Dr. Rolf Vornhagen	Dr. med. Patricia Geller
Management experience at an industrial company		X	X	X
Longstanding experience in international business affairs or expertise in the field of medical technology or another technical field			X	X
Expertise in the field of accounting	X	X	X
Expertise in the field of auditing	X
Expertise regarding sustainability issues relevant to the company		X
Independence	X	X	X	X

The composition of the Supervisory Board is consistent with the targets and the competence profile. The Supervisory Board target stipulated in this competence profile, namely that at least half of the Supervisory Board members should be independent of the company and its Board of Management, is reflected in what the Supervisory Board considers to be a suitable number of independent members. Accordingly, at least two Supervisory Board members should be independent. In its current composition (Prof. Dr. Georg Heni, Dr. Frank Hiller, Dr. Rolf Vornhagen, and Dr. Patricia Geller), the Supervisory Board considers that all of its members are independent according to the definition provided in the German Corporate Governance Code (DCGK). The Supervisory Board most recently amended its competence profile on November 24, 2022 to account for amended legal requirements and changes in the German Corporate Governance Code.

6. Diversity concept for composition of Board of Management

An age limit has been set for members of the Board of Management. According to this requirement, only such persons that have not yet reached the age of 67 should be members of the Board of Management. Additional requirements, such as a competence profile for the full board, do not apply.

The composition of the Board of Management is consistent with the stipulated requirements and targets.

7. Further disclosures on corporate governance

Composition of and allocation of responsibilities within Board of Management Members of the Board of Management are appointed by the Supervisory Board.

Composition of the Board of Management (1)

Name	Age	Length of membership
Marcus Wolfinger,	56; born on 07.27.1967	~ 24 years; since 07.01.1999
Chairman
Dr. Robert Siegle,	56; born on 05.16.1967	~ 13 years; since 02.01.2011
Finance and Human Resources
Dr. Claus Vielsack,	56; born on 08.27.1967	~ 10 years; since 02.15.2014
Product Development
Dr. Georg Bauer,	51; born on 02.28.1973	~ 1 year; since 01.01.2023
Sales

(1) Disclosures as of publication date of this statement

Marcus Wolfinger, Dr. Robert Siegle, and Dr. Claus Vielsack are appointed to the Board of Management through to November 10, 2028 and Dr. Georg Bauer through to December 31, 2025.

The members of the Board of Management are allocated divisions which they manage under their own responsibility. The members neverthless always act in accordance with the company's best interests.

Further information about the members of the Board of Management, and in particular their CVs, is available on the company's website at www.stratec.com > About us > Management > Board of Management.

Composition of Supervisory Board

Pursuant to § 17 of the European Company Implementation Act (SEAG) in conjunction with § 8.1 of the Articles of Association, the Supervisory Board comprises four members to be elected by shareholders.

Composition of the Supervisory Board (1)

Name	Age	Length of membership
Prof. Dr. Georg Heni	66, born on 03.12.1958	~ 2 years; since 05.20.2022
Dr. Frank Hiller, Deputy Chairman	57; born on 05.23.1966	~ 4 years; since 05.29.2019
Dr. Rolf Vornhagen	70; born on 05.13.1953	~ 4 years; since 07.21.2020
Dr. Patricia Geller	57; born on 02.03.1967	~ 2 years; since 05.20.2022

(1) Disclosures as of publication date of this statement

Further information about the "Composition and mode of operation of Supervisory Board committees" can be found in the information provided under this headline in Section 3 of this document.

Further information about the members of the Supervisory Board, and in particular their CVs, is available on the company's website at www.stratec.com > About us > Management > Supervisory Board.

Elections to Supervisory Board

In its election proposals to the Annual General Meeting, the Supervisory Board discloses the personal and business relationships of every candidate with the company, the governing bodies of the company, and any shareholders with a material interest in the company. The proposal for a candidate is accompanied by a curriculum vitae providing information on the candidate's relevant knowledge, skills, and professional experience. It is supplemented by an overview of the candidate's material activities in addition to the Supervisory Board mandate, and is updated annually for all Supervisory Board members and published on the company's website. Supervisory Board members are elected individually. Where an application is made for the appointment of a Supervisory Board member by a court, the term of that member is limited until the next Annual General Meeting. The election proposals submitted by the Supervisory Board to the Annual General Meeting take due account of the specific targets for its composition listed in the competence profile while simultaneously endeavoring to ensure that the competence profile for the overall Supervisory Board is also met. Furthermore, due consideration is given in particular to the personality, integrity, willingness to perform, and professionalism of the candidates.

Remuneration of Board of Management and Supervisory Board

Detailed disclosures on the remuneration of the Board of Management and Supervisory Board can be found in the Remuneration Report, which is published on the company's website at www.stratec.com > Investors > Corporate Governance > Remuneration.

Avoidance of conflicts of interest

No advisory or other service agreements or contracts for work were in place between Supervisory Board members and the company in the year under report. No conflicts of interest requiring immediate disclosure to the Supervisory Board arose on the part of members of the Board of Management or Supervisory Board.

Information about positions held by members of the Board of Management and Supervisory Board on statutory supervisory boards or comparable control bodies at domestic or foreign companies and related party disclosures are provided in "Other Disclosures" in the Notes to the Consolidated Financial Statements.

Managers' transactions

As persons discharging managerial responsibilities, members of the Board of Management and Supervisory Board of STRATEC SE are required by Article 19 of Regulation (EU) No. 596/2014 of the European Parliament and Council dated April 16, 2014 on Market Abuse (Market Abuse Regulation) to disclose any own-account transactions with STRATEC's shares or related financial instruments of STRATEC SE. This disclosure obligation also applies to persons closely associated with board members. The disclosure requirement is waived, however, if the aggregate volume of all transactions does not exceed a total amount of € 20,000 by the end of the respective calendar year.

The managers' transactions disclosed to the company are published on the company's website at www.stratec.com > Investors > Corporate Governance > Managers' Transactions and on the website of the Federal Financial Supervisory Authority.

Shareholders and Annual General Meeting

Shareholders exercise their rights at the shareholder's meeting, which is generally held once a year (Annual General Meeting) and thereby exercise their voting rights. Each share carries one vote. The Annual General Meeting adopts resolutions on the tasks allocated to it by law, which particularly include resolutions on the appropriation of net profit, approving the actions of the Board of Management and Supervisory Board by way of discharge, electing the auditor and Supervisory Board members, amendments to the Articles of Association, and capital-related measures. Furthermore, the Annual General Meeting generally adopts advisory resolutions on the approval of the remuneration system for the members of the Board of Management and the Supervisory Board submitted by the Supervisory Board and recommendatory resolutions on the approval of the remuneration report for the preceding financial year.

The Annual General Meeting is generally chaired by the Supervisory Board Chair. To assist shareholders in exercising their rights in person, once the meeting has been convened the documents requiring publication are made available on the company's website at www.stratec.com > Investors > Annual General Meeting. Shareholders may exercise their voting rights themselves, or have them exercised by a representative or a voting proxy appointed by the company to vote in accordance with their instructions.

In addition, the service provider that supports the company in executing the Annual General Meeting is required to forward voting rights instructions and overviews of such instructions to the company no earlier than 24 hours before the beginning of the Annual General Meeting.

Transparency and external reporting

With its extensive investor relations and public relations activities, STRATEC remains closely in contact with its shareholders. STRATEC provides its customers, shareholders, employees, financial analysts, shareholder associations, the media and the general public with regular and extensive information about all material developments and events at the company. To this end, STRATEC regularly makes use of suitable communications channels. To ensure the greatest possible transparency, new information about the company is made simultaneously available to all stakeholders. All company news of material relevance to the share price and not publicly known is published in ad-hoc announcements.

The company's website plays a key role among the various communication channels used. All material information published, including the annual financial reports, half-year financial reports, and quarterly statements are available at www.stratec.com > Investors, as are ad-hoc announcements and press releases, voting right notifications from material shareholders, directors' dealings, presentations for analysts' and investors' events, conference calls, and the financial calendar. As well as the Remuneration Reports of the Board of Management and Supervisory Board, the Corporate Governance Statements, Declarations of Compliance with the recommendations of the German Corporate Governance Code submitted by the company's management, the Policy Statement on Human Rights, the Corporate Compliance Policy, the

Code of Procedure for the Supervisory Board, and the company's Articles of Association are also available on the website.

The dates of important publications, such as the Annual Report and the financial information released during the financial year are announced well in advance in the financial calendar, as is the date of the Annual General Meeting and of the analysts' conference.

Financial reporting and auditing

STRATEC prepares its consolidated financial statements, its half-year report, and its quarterly statements in accordance with International Financial Reporting Standards (IFRS) as requiring application in the European Union. By contrasted, the annual financial statements of the company used to determine the dividend payment are prepared in accordance with the requirements of the German Commercial Code (HGB).

Based on the proposal submitted by the Supervisory Board Audit Committee of STRATEC SE, the Annual General Meeting on May 17, 2023 elected Ebner Stolz GmbH & Co. KG (now: RSM Ebner Stolz GmbH & Co. KG) Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Stuttgart, as auditor for the annual financial statements, as group auditor, and as auditor for the audit review of interim financial reports, if and to the extent that these are subject to an audit review, for the 2023 financial year. Consistent with legal requirements, the auditor is elected by the Annual General Meeting for one financial year at a time.

The election was preceded by a review of the auditor's independence. This involved excluding the existence of any business, financial, personal, or other relationships between the auditor and its governing bodies and lead auditors on the one hand, and STRATEC SE and the members of its governing bodies on the other hand that could call the independence of the auditor into question. To this end, the auditor submitted a binding statement of independence.

Furthermore, the Supervisory Board Audit Committee arranged for the auditor to report without due delay on all findings and issues which come to its knowledge during the performance of the audit. Likewise, it was agreed that the auditor should inform the Audit Committee or note in the long-form audit report if it identifies any facts that indicate an inaccuracy in the Declaration submitted by the Board of Management and Supervisory Board on the German Corporate Governance Code.

Ebner Stolz GmbH & Co. KG (now: RSM Ebner Stolz GmbH & Co. KG) audited the 2022 annual financial statements and management report of STRATEC SE prepared in accordance with the German Commercial Code (HGB) and the 2022 consolidated financial statements and group management report prepared in accordance with IFRS and provided these with unqualified audit opinions. Details of the fees paid to the auditor in the 2023 financial year are provided in the 2023 Annual Report, which will be published on March 28, 2024. The percentage share of non audit-related advisory fees did not exceed 30% of the total audit fee. Ebner Stolz GmbH & Co. KG (now: RSM Ebner Stolz GmbH & Co. KG) has acted as the auditor and group auditor of STRATEC without interruption since the 2015 financial year. The auditors signing off STRATEC's 2023 annual financial statements will be Philipp Lessner (signatory on the right) and Oliver Striebel (signatory on the left). The former has been the lead auditor, and thus responsible for the audit in accordance with the Professional Charter, since the 2019 financial year. The auditors signing off STRATEC's

2023 consolidated financial statements will be Philipp Lessner (signatory on the right) and Oliver Striebel (signatory on the left). The former has been the lead auditor, and thus responsible for the audit in accordance with the Professional Charter, since the 2020 financial year. The statutory requirements and rotation obligations have been met.

Birkenfeld, March 15, 2024