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ENCAVIS AG

Remuneration Information Mar 29, 2022

141_cgr_2022-03-29_29e04260-351e-4bef-83da-228c30f95911.pdf

Remuneration Information

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Remuneration report 2021

The Management Board and the Supervisory Board of Encavis AG ("Encavis" or "Company") have together implemented the new statutory requirements on the prepara-tion of remuneration reports in accordance with section 162 AktG in the following re-muneration report.

The remuneration report describes the basic features of the remuneration system for the members of the Management Board and the Supervisory Board and provides infor-mation on the individual remuneration granted and owed in the 2021 financial year for the current members of the Management Board and the current and former members of the Supervisory Board.

The Company has decided to have the remuneration report substantively audited by the auditor extending beyond the requirements under section 162 (3) sentence 1 and section 2 AktG.

After preparation by the Personnel Committee, the current remuneration systems for the members of the Management Board and the Supervisory Board of the Company have been adopted by the Supervisory Board in accordance with section 87 (1) and section 87a (1) AktG and were approved at the Annual General Meeting on 27 May 2021. You can find detailed information on this online on the Company's website at https://www.encavis.com/en/investor-relations/agm/.

The remuneration system for the members of Management Board and the remuneration system for the members of the Supervisory Board can also be viewed there.

Preliminary remarks

Since the wording in section 162 (1) AktG is not specific, it is necessary to begin by ex-plaining and substantiating the term "granted".

According to this section, remuneration is granted when it actually goes to the executive body member and is transferred to their assets (payment-related perspective). Alternatively, it is permitted to disclose remuneration (already) in the remuneration report for the financial year in which the activity on which the remuneration is based (one or more years) has been fully performed (vesting-related perspective). This perspective allows for a reasonable comparison to be made, since the variable short-term remuneration for 2021, for instance, appears alongside the financial position for the 2021 financial year. For this reason, the Company uses the vesting-related perspective for the "granted remuneration".

A. The remuneration of the Management Board in the 2021 financial year

1. Principles of the remuneration system

The remuneration system for the members of the Management Board was approved by the Annual General Meeting on 27 May 2021 with a majority of 86.14 % of the capital represented.

The remuneration system for the members of the Management Board makes an important contribution to the advancement of the business strategy and the long-term, sustainable and value-creating development of the Company. In structuring the remuneration system and specifying Management Board remuneration, the Supervisory Board worked on the basis of the following principles:

Förderung der
Unternehmens-
strategie
Das Vergütungssystem soll die Umsetzung der Geschäftsstrategie durch eine angemessene Incentivierung
fördern.
Pay for
Performance
Das Vergütungssystem stellt durch adäguate Leistungskriterien im Rahmen der erfolgsbezogenen variablen
Vergütung, die einen wesentlichen Teil der Gesamtvergütung ausmacht sicher, dass die Leistung des Vorstands
angemessen honoriert und Zielverfehlungen gleichermaßen berücksichtigt werden (Malus).
Langfristigkeit und
Nachhaltigkeit
lm Rahmen der variablen Vergütung wird ein bedeutender Teil der Vergütung auf Basis einer mehrjährigen
Performancemessung ermittelt. Der Fokus auf Nachhaltigkeit wird durch die Verankerungen von
Leistungskriterien hinsichtich Nachhaltigkeitsziele im Bereich Umwelt, Soziales & Corporate Governance (ESG-
Kriterien) in der kurzfristig variablen Vergütung weiter gestärkt.
Angemessenheit
der Vergütung
Die Vergütung der Vorstandsmitglieder ist marküblich und wettbewerbsfähig. Sie trägt der Größe, der Komplexität
sowie der wirtschaftlichen Lage der Gesellschaft Rechnung. Die Angemessenheit wird durch regelmäßge
Vergleiche der Vorstandsvergütung mit relevanten Vergleichsgruppen sichergestellt. Zudem steht die Vergütung
der Vorstandsmitglieder im angemessenen Vergütung der Führungskräfte und Mitarbeiter.
Durchgängigkeit
der Systeme
Das Vergütungssystem ist anschlussfähig an die Vergütungsysteme des oberen Führungskreises und
Mitarbeiter der Encavis.
Regulatorische
Konformität
Das Vergütungsystem steht im Einklang mit dem Aktiengesetz und berücksichtigt weitestgehend die
Empfehlungen des Deutschen Corporate Governance Kodes (DCGK).

The Supervisory Board can take extraordinary circumstances, the effects of which are not sufficiently accounted for in target achievement, into appropriate consideration in defining targets in a small number of justified cases.

The remuneration system has been defined with the aim of being simple, clear and com-prehensible.

Management Board remuneration is primarily based on the financial position of the Company as well as the performance of the Management Board as a whole. Company's long-term strategic growth targets as communicated in Fast Forward 2025 represent key parameters in the short- and long-term variable remuneration.

To that effect, the remuneration components of the performance-related remuneration form a key part of the overall structure:

2. Implementation and review of the remuneration system

The remuneration system applies to all members of the Management Board from 1 January 2021 as well as to all newly agreed or extended contracts with members of the Management Board and in the case of reappointment.

The Personnel Committee regularly reviews the appropriateness and conventionality of the remuneration of the members of the Management Board and proposes amendments where necessary to the Supervisory Board in order to ensure a customary yet competitive remuneration package for the members of the Management Board. In accordance with the applicable remuneration system, the Supervisory Board has determined specific target remuneration for each member of the Management Board.

The Supervisory Board has also determined the performance criteria for each member of the Management Board in relation to the performance-related, variable remuneration components in the 2021 financial year, provided these are not already defined directly by the applicable remuneration system.

In the 2021 financial year, the Supervisory Board did not make use of the options set out in the remuneration system in accordance with the legal provisions to deviate temporarily from the remuneration system or to make adjustments when the targets are achieved in case of specific circumstances. No variable remuneration components were reclaimed in the 2021 financial year.

3. Total remuneration target

The Supervisory Board defines the total remuneration target for each member of the Management Board on the basis of the remuneration system for the upcoming financial year. The total remuneration target consists of the sum of fixed remuneration and variable remuneration. The specific total remuneration target for the chairperson of the Management Board is EUR 1,075 thousand for the 2021 financial year, and EUR 1,015 thousand for the other members of the Management Board.

Target total remuneration (all amounts in TEUR) Chairman of the
Management Board
Portion Member of the
Management Board
Portion
2021 2021
Fixed remuneration 550 51% 500 49%
Short-term variable remuneration 250 23% 250 25%
Total 800 74% 750 74%
Long-term variable remuneration 240 23% 240 24%
Regular fringe benefits 35 3% 25 2%
Target total remuneration 1,075 100% 1,015 100%

*A target was not set for the regular fringe benefits in the 2021 financial year. The actual values granted are therefore indicated.

4. Maximum remuneration

The Supervisory Board has defined a maximum remuneration limit in accordance with section 87a (1) sentence 2 no. 1 AktG that includes the total remuneration to be granted (total of all remuneration amounts for the financial year in question, including fixed an-nual salary, fringe benefits and variable remuneration components) to the members of the Management Board. The maximum remuneration for one financial year has been de-fined as follows:

Maximum remuneration Chairman of the Management Board Member of the Management Board
pursuant to section 87a (1)
sentence 2 no. 1 AktG
EUR 3,2 million EUR 3,2 million

The Supervisory Board notes that the relevant metric in terms of maximum remuneration is the total remuneration granted to a member of the Management Board in a single fi-nancial year, irrespective of the precise date of payment of individual remuneration ele-ments (in particular short-term variable remuneration and long-term variable remunera-tion) and that the maximum remuneration is based on this metric. Compliance with the maximum remuneration may therefore not be reviewed until future reporting periods.

5. Application of the remuneration system in detail

a) Fixed remuneration components

aa) Annual salary

The annual salary is a fixed, single-year remuneration component paid in cash in twelve equal monthly instalments. The current annual salary amounts to EUR 550 thousand for the chairperson of the Management Board and EUR 500 thousand for the other members of the Management Board.

bb) Fringe benefits

The maximum amount of fringe benefits is defined for each member of the Management Board for the respective upcoming financial year. The Supervisory Board defines an amount for this purpose in proportion to basic remuneration. Fringe benefits granted to members of the Management Board include a company car or rental car, which can also be used privately, and a mobile phone, which likewise can also be used privately. The members of the Management Board receive an allowance for health and care insurance.

Dr Paskert received fringe benefits totalling EUR 35 thousand in the reporting period. Dr Husmann received fringe benefits totalling EUR 25 thousand in the reporting period. No pension commitments exist.

The option to grant members of the Management Board additional remuneration as part of the fringe benefits was not used in the 2021 financial year.

Fixed remuneration (all amounts in TEUR) Dr Dierk Paskert
Chairman of the
Dr Christoph Husmann
Member of the
Management Board
Joined: 1 September
2017
Management Board
Joined: 1 October 2014
2021 2021
Fixed remuneration 550 500
Fringe benefits 35 25
Target fixed remuneration 585 525

b) Variable remuneration components

aa) Short-term variable remuneration (annual bonus)

The members of the Management Board receive a performance-related, variable annual bonus for each financial year. The annual bonus provides an incentive to contribute to the implementation of the business strategy during a financial year. The annual bonus is set out at EUR 250 thousand in the Management Board contracts.

Performance targets were based on a variety of performance criteria. The Supervisory Board is responsible for determining the choice and weighting of individual perfor-mance criteria based on the recommendations of the Personnel Committee for the com-ing financial year. If members of the Management Board do not achieve their targets, variable remuneration can fall to zero. Likewise, if members of the Management Board significantly overachieve in terms of their targets, target achievement is limited to 200 % (cap).

After the end of the financial year, the achievement of each individual target is deter-mined and summarised as a weighted average. The bonus payment amount for each past financial year is calculated as the percentage of the weighted target achievement multi-plied by the individual target amount.

Three strategic and three individual targets were agreed with the members of the Man-agement Board for the determination of target achievement in the 2021 financial year.

Target achievement by members of the Management Board

Strategic KPI Implementation Weighting Target
achievement
Dr Dierk Paskert
Dr Christoph Husmann
Growth target Acquisition of approx. 300 MW
solar parks and/or wind farms
EPS targe Increase of operating EPS for the
Group to EUR 0.46 in 2021; EUR
0.48 was achieved
50 % 122 %
Sustainability strategy Creation of a new organisational
structure and implementation
through sustainability report for
the 2021 financial year
Individual KPI Implementation Weighting Target
achievement
Implementation of the TOM
project
Creation of PPA Origination, Risk
Management, Portfolio
Management roles
20 %
Dr Dierk Paskert Conclusion of new project
partnerships
Conclusion of several
partnerships, including one with
Soldrig AS in Sweden
20 % 100 %
Further improvement of
corporate culture and
employee satisfaction
Implementation of various
measures, including one to boost
employee satisfaction by carrying
out regular surveys
10 %
Optimisation of funding Refinancing project portfolio
under considerably better terms
20 %
Dr Christoph Husmann Sale of minority interests Sale of wind farm portfolio in
Austria in full to Wien Energie
GmbH
20 % 100 %
Further development of
asset management business
Rise in installed performance
from wind and solar energy of
Encavis Asset Management AG
by more than 50 % in 2021
10 %

Overall, the members of the Management Board achieved their targets. The key financial performance figures were extremely positive even though the growth target was not fully realised by the end of the 2021 financial year. In summary, the Supervisory Board decided on a target achievement of 111 % for each member of the Management Board. Payment will be made in 2022.

The Company managed to initiate several measures in the 2021 financial year to success-fully obtain new capital (totalling over EUR 460 million) to fund the growth of the Group. Member of the Management Board Dr Christoph Husmann will receive a special bonus of EUR 50 thousand for this exceptional performance in the 2021 financial year. Payment will be made in 2022.

Short-term variable remuneration (all amounts in TEUR)

Dr Dierk Paskert
Chairman of the
Management Board
Joined: 1 September
2017
Dr Christoph Husmann
Member of the
Management Board
Joined: 1 October 2014
2021 2021
Annual bonus 278 278
Special bonus - 50
Total short-term variable remuneration 278 328

bb) Long-term variable remuneration

(i) The virtual share option programme

The long-term variable remuneration based on share options is granted in the form of a virtual share option programme (SOP). The SOP is a programme that, in terms of its framework and objective, is designed as an annually recurring, longterm remuneration component based on the overall performance of the Encavis share. An allotment amount defined by the Supervisory Board is converted into virtual share options known as share appreciation rights (SARs).

The Supervisory Board defines an allotment amount percentage for each Management Board member based on the fixed salary and annual bonus (at 100 % target achieved) as a target (approximately 30 %). The allotment amount is converted into a corresponding number of SARs for the respective member of the Management Board after the end of the financial year. The allocation takes place as at 1 July for the respective current financial year.

(ii) Prerequisites

One prerequisite for exercising SARs is the achievement of the financial success target, which also determines the specific amount of the remuneration. The SARs can be exercised for the first time after a vesting period of three years from the respective year of issue, after which they can be exercised at half-yearly exercise dates (30 June and 31 December) within two years of the end of the three-year vesting period. There are there-fore five exercise dates in total.

A prerequisite for exercising a SAR is the achievement of a specific performance target. To achieve the performance target, the overall performance of the Encavis share in Xetra trading (or in a comparable successor system) on the Frankfurt Stock Exchange must exceed the basic price by at least 30 % (strike price) on the day on which the SAR is exercised, as measured by the interim price rise and the dividends paid since the issue of the SARs. The basic price is the arithmetic average of the daily closing prices of the Encavis share in Xetra trading on the Frankfurt Stock Exchange (or in a comparable successor system) during the six months before the allotment date of the respective SAR tranche.

The maximum payment is three times the difference between the strike price and the basic price. If a member leaves the company of their own accord, or if their employment is terminated for good cause, the programme rules stipulate that any SARs granted are forfeited in whole or in part.

An overview of the prerequisites for exercising SARs and the remuneration granted by it:

* When the employment contract of the member of the Management Board ends, the granted SARs remain in place. After the vesting period has ended, the SARs are exercised during the exercise period at the respective terms of the allotment.

(iii) Application in the financial year

In line with the vesting-related perspective, the remuneration is granted when all the postponed or resolutory exercise conditions (e.g. achievement of performance target, holding conditions, exercise declaration) associated with these remuneration components have been met.

In the 2021 financial year, the members of the Management Board exercised the SARs allotted to them in 2018 in full; the performance target and holding conditions had been met. The SARs allotted in the 2018 financial year had an option value of EUR 0.73 per SAR, and the target value amounted to EUR 257 thousand. Each member of the Management Board was issued a volume of 187,500 SARs in 2018. The option value amounted to EUR 6.22 per SAR on the exercise date (30 June 2021). The long-term variable remuneration based on share options thus amounted to EUR 1,167 thousand per member of the Management Board in the 2021 financial year.

Total variable remuneration (all amounts in TEUR)

Dr Dierk Paskert Chairman of the Management Board Joined: 1 September 2017

Dr Christoph Husmann Member of the Management Board Joined: 1 October 2014

2021 2021
Annual bonus 278 278
Special bonus - 50
Long-term variable share-based remuneration 1,167 1,167
Total variable remuneration 1,445 1,495

6. Remuneration-related legal transactions

a) Terms and provisions for contract termination, including notice periods

The Management Board members' contracts have the following residual terms and are subject to the following provisions regarding termination: The contract with Dr Paskert expires on 30 August 2025. The contract with Dr Husmann expires on 30 September 2025. The contracts are extended for the period for which the Supervisory Board re-solves the reappointment of said member of the Management Board with their approval.

The contract ends in the event of termination without notice for good cause or in the case of early unilateral resignation for good cause.

b) Change of control

There is no special right of termination due to a change of control, nor are any commit-ments made for the payment of any benefits due to the early termination of the Man-agement Board contract following a change of control.

c) Early termination of the Management Board contract at the request of the Management Board member or by the Company for good cause

The contracts do not contain any provisions regarding settlements for early termination. No settlement cap is agreed in the Management Board contracts.

Once their contracts expire, the members of the Management Board are subject to a non-competition clause for a period of two years. During this period they are entitled to compensation amounting to 50 % of their last fixed annual salary plus 50 % of the annual bonus assuming 100 % target achievement.

d) Clawback

Besides statutory regulations on the subsequent reduction of remuneration, the service contracts of the members of the Management Board do not include any explicit claw-back regulations. When concluding future service contracts with members of the Management Board, the Supervisory Board will attempt to conclude standard market claw-back regulations that will allow variable remuneration components to be taken back (clawback) in certain cases (e.g. performance or compliance). There was no subsequent reduction of remuneration in the 2021 financial year.

e) Assumption of executive functions at consolidated companies

The members of the Management Board have a contractual obligation to transfer any remuneration received for the performance of executive functions at internal group companies or consolidated companies to the Company. In addition, no remuneration was paid to the members of the Management Board on the part of third parties.

7. Remuneration granted to the members of the Management Board in the financial year in accordance with section 162 AktG

Issued remuneration (all amounts in TEUR)

Dr Dierk Paskert Chairman of the Management Board Joined: 1 September 2017

2021 Relative
portion in %
Fixed remuneration 550 27 %
Fringe benefits 35 2 %
Total fixed remuneration 585 29 %
Short-term variable remuneration 278 14 %
Long-term variable remuneration 1,167 57 %
Total variable remuneration 1,445 71 %
Total remuneration 2,030 100 %
Issued remuneration (all amounts in TEUR)
Dr Christoph Husmann
Member of the
Management Board
Joined: 1 October 2014
2021 Relative
portion in %
Fixed remuneration 500 25 %
Fringe benefits 25 1 %
Total fixed remuneration 525 26 %
Short-term variable remuneration 278 14 %
Special bonus 50 2 %
Long-term variable remuneration 1,167 58 %
Total variable remuneration 1,495 74 %
Total remuneration 2,020 100 %

B. The remuneration of the Supervisory Board in the 2021 financial year

1. Principles of the remuneration system

The remuneration system for the Supervisory Board was approved by the Annual General Meeting on 27 May 2021 with a majority of 99.01 % of the capital represented.

The remuneration system is governed by article 15 of the Company's Articles of Association. The remuneration ensures that the Supervisory Board competently and independently carries out its monitoring role, which stands to benefit the long-term development of the Company.

2. The remuneration system at a glance

The members of the Supervisory Board receive the fixed remuneration of EUR 30 thousand defined in the Articles of Association. The chairperson of the Supervisory Board receives remuneration of EUR 60 thousand. The deputy receives EUR 45 thousand.

Additional remuneration is granted for committee membership. The chairperson of the Audit Committee and the chairperson of the Personnel Committee each receive EUR 20 thousand. All other members of the Audit or Personnel Committees receive EUR 15 thousand. In addition, members of the Supervisory Board also receive an at-tendance fee of EUR 1 thousand defined in the Articles of Association for attending meetings. The attendance fee is only due once for multiple Supervisory Board and/or committee meetings held on the same day.

The members of the Supervisory Board are included in the Company's third-party liability insurance in accordance with the Articles of Association. The remuneration does not include any variable components or share-based components. It is tied to the length of a member's appointment. There are no commitments for redundancy payments, pension entitlements or early retirement programmes.

3. Remuneration granted to current and former members of the Supervisory Board in the past financial year in accordance with section 162 AktG

The following table shows the fixed remuneration granted to the current and former members of the Supervisory Board in the past financial year in accordance with section 162 AktG. According to article 15 of the Company's Articles of Association, the total Supervisory Board remuneration is payable after the end of the financial year. Payment will be made in 2022.

in TEUR

Supervisory Board
remuneration
Remuneration for
committee memberships
Total
2021 2021 2021
Dr Manfred Krüper 65 39 104
Alexander Stuhlmann 50 39 89
Dr Cornelius Liedtke 35 - 35
Albert Büll 35 17 52
Dr Fritz Vahrenholt 35 34 69
Christine Scheel 35 - 35
Peter Heidecker* 14 - 14
Dr Henning Kreke 35 - 35
Dr Marcus Schenck 35 - 35
Dr Rolf Martin Schmitz* 22 - 22
Summe 361 129 490

* Peter Heidecker resigned as a member of the Supervisory Board with effect from the end of the Annual General Meeting on 27 May 2021. Dr Rolf Martin Schmitz was elected to the Supervisory Board at the Annual General Meeting on 27 May 2021.

C. Comparison of the development of the remuneration for members of the Management Board, members of the Supervisory Board and the remaining employees, and the development of the income of the Company

In order to comply with the requirements under section 162 (1) sentence 2 no. 2 AktG, the following table shows the development of the remuneration of members of the Management Board, members of the Supervisory Board and the remaining employees (on FTE basis), as well as the development of the income of the Company.

Financial year 2017 2018 2019 2020 2021
Income development in % in % in % in %
Annual revenue of the
Encavis Group (in millions)
223 249 12% 274 10% 293 7% 333 14%
Annual revenue of Encavis
AG (in TEUR)
1,216 2,436 100% 6,506 167% 5,552 -15% 6,383 15%
Management Board
remuneration (in TEUR)
Dr Dierk Paskert (since 1
September 2017)
151 579 283% 810 40% 1,910 136% 2,030 6%
Dr Christoph Husmann
(since 1 October 2014)
665 767 15% 1,325 73% 2,943 122% 2,020 -31%
Supervisory Board
remuneration (in TEUR)
Dr Manfred Krüper 75 83 11% 82 -1% 102 24% 104 2%
Alexander Stuhlmann 63 71 13% 70 -1% 87 24% 89 2%
Dr Cornelius Liedtke 25 29 16% 29 0% 34 17% 35 3%
Albert Büll 35 41 17% 41 0% 50 22% 52 4%
Dr Fritz Vahrenholt 45 53 18% 51 -4% 67 31% 69 3%
Christine Scheel 25 29 16% 29 0% 34 17% 35 3%
Peter Heidecker 25 28 12% 29 4% 34 17% 14 -59%
Dr Henning Kreke 16 28 75% 29 4% 34 17% 35 3%
Dr Marcus Schenck 0 0 0% 19 100% 34 79% 35 3%
Dr Rolf Martin Schmitz 0 0 0% 0 0% 0 0% 22 100%
Average employee
remuneration (in TEUR)
Encavis Group workforce 77 72 -6% 88 22% 100 14% 103 3%

Auditor's report

To Encavis AG, Hamburg

We have audited the remuneration report of Encavis AG, Hamburg, created in compliance with section 162 AktG for the financial year from 1 January to 31 December 2021 including the relevant disclosures.

Responsibility of the legal representatives and of the Supervisory Board

The legal representatives and the Supervisory Board of Encavis AG are responsible for the preparation of the remuneration report including the relevant disclosures, which meets the requirements of section 162 AktG. The legal representatives and the Supervisory Board are also responsible for the internal controls that they deem to be necessary for the preparation of a remuneration report, including the relevant disclosures, which is free from material misstatement, whether intentional or unintentional.

Responsibility of the auditor

Our task is to submit a report on this remuneration report, including the relevant disclosures, based on our audit. We have conducted our audit in accordance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institute of Public Auditors in Germany (IDW). According thereto, we have to fulfil our professional responsibilities and design and conduct the audit in such a way that we can obtain reasonable assurance as to whether the remuneration report, including the relevant disclosures, is free from material misstatements.

An audit includes the performance of audit procedures to obtain audit evidence for the amounts recognised in the remuneration report, including the relevant disclosures. The auditor can select the audit procedures at their own professional discretion. This includes the assessment of risks of material misstatement, intentional or unintentional, in the remuneration report, including the relevant disclosures. When assessing the risks, the auditor takes into account the internal control system which is relevant for the preparation of the remuneration report including the relevant disclosures. The aim in doing so is to design and perform audit procedures which are appropriate in the circumstances, but not to express an audit opinion on the effectiveness of the Company's internal control system. An audit also includes the assessment of the accounting methods applied, the viability of the figures estimated by the legal representatives and the Supervisory Board in the accounting, as well as the assessment of the overall presentation of the remuneration report including the relevant disclosures.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Audit opinion

In our opinion, based on the findings of our audit, the remuneration report for the financial year from 1 January to 31 December 2021 including the relevant disclosures complies in all material respects with the accounting provisions of section 162 AktG.

Reference to another circumstance – formal audit of the remuneration report in accordance with section 162 AktG

The audit of the remuneration report described in this audit report comprises the formal audit of the remuneration report required under section 162 (3) AktG, including the issuing of a report on this audit. Since we are expressing an unqualified audit opinion on the audit of the content of the remuneration report, this audit opinion covers the fact that the disclosures have been made pursuant to section 162 (1) and (2) AktG in all material respects in the remuneration report.

Restriction of use

We issue this audit report on the basis of the contract concluded with Encavis AG. The audit has been carried out for the purposes of the Company, and the audit report is provided only for the Company's information about the result of the audit. In accordance with our contract, our responsibility for the audit and for our audit report extends only towards the Company. The audit report is not intended for use by third parties to make decisions (regarding investments and/or assets). We therefore accept no responsibility, obligation to exercise due diligence or liability towards third parties; in particular, third parties are not covered by the scope of protection of this contract. Section 334 of the German Civil Code (BGB) has not been waived. According to this section, objections under the contract may also be raised in relation to third parties.

Hamburg, 29 March 2022

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft

Christoph Fehling ppa. Martin Zucker

Wirtschaftsprüfer Wirtschaftsprüfer

[German Public Auditor] [German Public Auditor]

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