BigRep SE — Governance Information 2026

Jan 21, 2026

BIGREP SE Corporate Governance and Responsibility Statement BigRep SE (hereinafter referred to as “the Company”) is a Societas Europaea under Luxembourg law, which shares are traded on the regulated market of the Frankfurt Stock Exchange. The Company established a two-tier governance system (Système Dualiste) that comprises of a Management Board (Directoire) responsible for the operating management of the Company and a Supervisory Board (Conseil de Surveillance) that oversees and monitors the activities of the Management Board. The Group’s corporate governance is determined by the applicable Luxembourg law of 10 August 1915 on commercial companies (as amended), the Luxembourg law of 24 May 2011 on the exercise of certain shareholder rights in listed companies (as amended), the Group’s Articles of Association, as well as the Rules of Procedure of the Group’s Management Board and the Rules of Procedure of the Supervisory Board. The Group is not required to adhere to the Luxembourg corporate governance regime applicable to companies whose shares are traded in Luxembourg. The Group has opted not to apply the Luxembourg corporate governance regime in its entirety on a voluntary basis either. Nevertheless, the company aligns its corporate governance framework with the Ten Principles of Corporate Governance of the Luxembourg Stock Exchange (“LuxSE”) wherever appropriate. During the reporting period, the Supervisory Board reviewed the Company's regulations in light of these principles and confirmed that the framework is largely structured and applied in accordance with them. Company-specific circumstances may lead to deviations from this framework, but these are generally based on the rules of proper corporate governance. As a result, the Company is committed to applying and implementing a high standard of corporate governance throughout its organization and has therefore decided to set up a corporate governance structure comparable to the afore-mentioned standards which meet the specific needs and interests of the Group. The Supervisory Board reviews the corporate governance framework at least once a year. The Company has also issued internally a corporate Code of Conduct. Under this code, all employees of the Company are required to abide by applicable laws and practice a culture of integrity. The code outlines the core values of the Company, which also include taking corporate and social responsibility, embracing diversity and considering also the long-term effects of our doing. The Management Board is responsible for managing the Company and informs the Supervisory Board regularly, comprehensively, and without delay about all relevant issues involving strategy, planning, business development, the risk situation, risk management, and compliance. The Supervisory Board appoints the Management Board members and monitors and advises the Management Board on its management duties. To perform certain transactions and measures specified by law, the Articles of Association of the Company, or the Management Board’s bylaws, the Management Board must obtain the prior approval of the Supervisory Board. The Management Board is required to report to the Supervisory Board on the conclusion, amendment, or termination of important agreements that do not require approval under the Articles of Association or the Management Board’s bylaws. The Management Board is also required to notify the Supervisory Board of all material events, even those that do not require the approval of the Supervisory Board. In light of the above statements in 2024, the Management Board and the Supervisory Board once worked closely together for the benefit of the Company and all stakeholders. Solely for purposes of section 5.4.1. of the DAX Equity Index Methodology Guide of STOXX Ltd., the Company declares that it does not deviate from recommendations C.10 (with sole reference to 1 its applicability to the Chair of the Audit Committee), D.8 and D.9 of the GCGC 2022, in each case applied accordingly to a Societas Europaea with a two-tier governance system under Luxembourg law. The Company’s Supervisory Board or its audit committee arranges for the Company’s external auditors to inform it and note in the audit report if, during the performance of the audit, the external auditors identify any facts that indicate an inaccuracy in adhering to the recommendations in C.10, D.8 or D.9 of the GCGC in each case applied accordingly to a Societas Europaea with a two-tier governance system under Luxembourg law, and, in case of D.9, applied accordingly with respect to this statement. During the past 2024 fiscal year, the Supervisory Board of the Group was reorganized and newly appointed as part of the Business Combination. The table below provides an overview of the composition and members of the Supervisory Board before and after this transaction. The Supervisory Board continuously performed the tasks that are incumbent upon it according to the laws and the Company's bylaws. It consulted with the Management Board on an ongoing basis regarding the operational management of the company and supervised its managerial activities. The Management Board informed the Supervisory Board regularly, promptly and extensively about all significant topics concerning the Company, especially about the corporate strategy, the status of the implementation of all strategic initiatives, and the current business progress. Likewise, the share price performance, as well as topics of relevance to the capital market and compliance, also formed part of the regular information provided by the Management Board. The Supervisory Board was included at an early stage in all fundamentally important decisions. The Supervisory Board therefore had sufficient opportunity to engage with topics and to prepare for resolutions. Any and all matters that the Management Board submitted to the Supervisory Board for approval in accordance with the bylaws and the rules of business procedures were approved by the Supervisory Board after in-depth review and discussion with the Management Board. The chairman of the Supervisory Board and the Management Board were also in close contact to ensure a continuous information outside scope of Supervisory Board meetings. The quorum required by the bylaws of the Company was always complied with when the Supervisory Board passed its resolutions. The following table shows the members of the Management Board and the Supervisory Board of the Company: 2 Body Name Role / Position Start of Term End of Term Dr. Stefan Petrikovics Chief Executive Officer (CEO) 27 Jul 2023 30 Jul 2024 René Geppert Chief Operating Officer (COO) 27 Jul 2023 30 Jul 2024 George Aase Chief Financial Officer (CFO) 27 Jul 2023 30 Jul 2024 Chief Administration Officer Management Board Werner Weynand 27 Jul 2023 30 Jul 2024 (CAO) Dr. Sven Thate Chief Executive Officer (CEO) 30 Jul 2024 31 Oct 2024 Dr. Reinhard Festag Chief Financial Officer (CFO) 30 Jul 2024 31 Mar 2025 Thomas Jannics-Jakomini Chief Executive Officer (CEO) 01 Nov 2024 — (incumbent) Ewald Weizenbauer Chairman 25 Sep 2023 30 Jul 2024 Rhett Oudkerk Pool Member 25 Sep 2023 30 Jul 2024 Benoît de Belder Member 25 Sep 2023 30 Jul 2024 Dr. Geza Toth-Feher, Lord of Member 25 Sep 2023 30 Jul 2024 Kennal Supervisory Board Dr. Peter Smeets Chairman 30 Jul 2024 30 Aug 2025 Florian Hampel Deputy Chairman 30 Jul 2024 — (incumbent) Philipp Prechtl Member 30 Jul 2024 — (incumbent) Tommy Grosche Member 30 Jul 2024 — (incumbent) Isabella de Krassny Member 30 Jul 2024 — (incumbent) The Company additionally declares that it has appointed an Audit Committee that is to monitor the accounting process, the effectiveness of the internal control system, the risk management system, and the internal accounting control system as well as the auditing of standalone and consolidated financial statements, and in this regard particularly the selection and the independence of the auditor of the annual accounts and the services additionally provided by the auditor of the annual accounts pursuant to section 107 (4) of the German Stock Corporation Act (Aktiengesetz) and, insofar as applicable to the Company as a Luxembourg-listed public-interest entity, Article 52 of the Luxembourg Law of 23 July 2016 concerning the audit profession and the related provisions of Regulation (EU) No 537/2014. The Audit Committee comprises two members elected by the Supervisory Board. These are Philipp Prechtl (chairman) and Florian Hampel. In accordance with Article 68, the Audit Committee supervises the financial reporting process, including the effectiveness of the internal control system and risk management system, and—consistent with Luxembourg law—performs these duties pursuant to Article 52(6)(b)–(c) of the Luxembourg Law of 23 July 2016 concerning the audit profession (and related provisions of Regulation (EU) No 537/2014). It discusses regular risk reports and addresses issues of compliance and reporting to the Supervisory Board. In addition, it oversees, without intervening in it, the audit of the standalone financial statements, the Management Report and the proposal on profit/loss appropriation as well as the consolidated financial statements and the Group Management Report by the Supervisory Board. In this context, it familiarizes itself with the auditors’ view on certain aspects of the audit. 3 Due to the reorganization of the Management Board, there is currently no dedicated remuneration policy in place. This will be further specified in the course of the further reorganization of the Management Board. In general, the compensation scheme for the Company’s governing bodies, comprising the Management Board and the Supervisory Board of the Company, is based on the respective individuals’ responsibilities and tasks, and in the existing variable components for the Management Board takes into account the Company’s financial and business position. The Supervisory Board consults about and approves the Management Board’s compensation. The current compensation structure was set in the current employment contract. The existing employment contract will be supplemented in the 2025 fiscal year by a long-term incentive program (LTI) that will be concluded in the course of fiscal year 2025. Compensation for individual members of the Management Board comprises both fixed and variable components. Corporate Governance Statement by the Management Board for the period ended 31 December 2024 The Management Board of the Company reaffirm their responsibility to ensure the maintenance of proper accounting records disclosing the consolidated financial position of the Group with reasonable accuracy at any time and ensuring that an appropriate system of internal controls is in place to ensure that the Group’s business operations are carried out efficiently and transparently. In accordance with Article 3 of the Luxembourg law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, the Management Board of the Company, acting within the framework of their corporate governance responsibilities, hereby confirm that, to the best of their knowledge, the consolidated financial statements, prepared in accordance with International Financial Reporting Standards as adopted by European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer and the undertakings included in the consolidation taken as a whole. Furthermore, the management report includes a fair review of the development and performance of the business and the position of the Group, and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties, where appropriate, faced by the Group as well as other information required by Article 68b of the Luxembourg law of 19 December 2002 on the commercial companies register and on the accounting records and financial statements of undertakings, as amended. Luxembourg, Thomas Janics-Jakomini Chief Executive Officer BigRep SE Member of the Management Board 4