Nordex SE

Governance Information • Mar 28, 2023

Compliance Declaration by the Management Board and the Supervisory Board of Nordex SE pursuant to section 161 of the German Stock Corporation Act

The Management Board and Supervisory Board of Nordex SE have updated their Compliance Declaration for 2022 dated 23 March 2022 and hereby declare as follows:

Since the last Compliance Declaration dated 23 March 2022 the Management Board and the Supervisory Board of Nordex SE (Company) have complied with the recommendations of the Government Commission on the German Corporate Governance Code published in the official part of the Federal Law Gazette (Bundesanzeiger) in its version as of 16 December 2019 that was applicable until 27 June 2022 (GCGC 2020) and its version amended on 28 April 2022 that has been applicable since then (GCGC 2022), save for the deviations described hereinafter. This will also continue to be the case in the future, unless otherwise outlined below.

Article A.1 GCGC 2020 and Article A.2 GCGC 2022 – Appointments to Management Positions (Diversity)

The Management Board does not comply with the recommendation in Article A.1 GCGC 2020 and Article A.2 GCGC 2022 because appointments to management positions in the Company are made regardless of gender and are exclusively guided by the qualifications of the individuals available. For this reason, the target quota for women at the two management levels directly below the Management Board as determined by the Management Board of Nordex SE does and for the foreseeable future will not amount to the 30% desired by law, but to a lower percentage.

Article B.1 GCGC 2020 and Article B.1 GCGC 2022 – Composition of the Management Board (Diversity)

When determining the composition of the Management Board, the Supervisory Board of Nordex SE was guided solely by qualification for the position and not specifically by the gender of the relevant candidates. Irrespective of that, the Supervisory Board did consider the underrepresented gender in any of its appointments in the event of equal qualification. However, the Supervisory Board would like to expressly state that it does value and will strive for diversity. Accordingly, on 20 November 2020 the target quota for women on the Management Board to be achieved until 2025 was set at 25%.

Articles B.5 and C.2 GCGC 2020 and Articles B.5 and C.2 GCGC 2022 – Age Limits for Management Board and Supervisory Board Members

Contrary to Articles B.5 and C.2 GCGC 2020 and Articles B.5 and C.2 GCGC 2022, the Supervisory Board of Nordex SE has not determined fixed age limits for membership of the Management Board and the Supervisory Board. Age alone is not decisive for the capabilities, suitability and independence of a current or potential member of the Company's corporate bodies.

Article F.2 GCGC 2020 - Publication of interim financial information within 45 days of the end of the reporting period

Due to a cyber security incident, the Company was unable to publish its mandatory quarterly management statement for the first quarter of the 2022 financial year in accordance with Section 53 of the Exchange Regulations of the Frankfurt Stock Exchange within 45 days after the end of the reporting period, but only on 21 June 2022, contrary to Article F.2 GCGC 2020. The Company is currently complying with this recommendation and will continue to do so in the future.

Hamburg, 28 March 2023 Nordex SE

Management Board Supervisory Board