First Sensor AG — Governance Information 2025

Jan 29, 2025

First Sensor

TE

is now part of

TE

(GROUP) DECLARATION ON CORPORATE GOVERNANCE

with integrated Corporate Governance Report

First Sensor AG practices responsible and sustainable corporate governance. On the basis of the applicable provisions, the German Corporate Governance Code and internal guidelines, this declaration is intended to bring transparency to the corporate governance of the Management Board and the Supervisory Board. It is the requirement for fostering the confidence among stakeholders – investors, customers, employees and the public at large – in the management and oversight of First Sensor AG. The implementation of and compliance with these principles are seen as a central management responsibility.

1. CORPORATE GOVERNANCE PROFILE

1.1. General information on the company and its executive bodies

First Sensor AG was founded as a tech start-up in Berlin in the early 1990s, and is today a part of the global TE Connectivity Group. The company is entered in the commercial register of the Berlin-Charlottenburg Local Court under HRB 69326. Its address is 15, Peter-Behrens-Straße, 12459 Berlin.

According to its Articles of Association, its business purpose is to develop, produce and market, domestically and internationally, sensor systems of all kinds as well as electronic components and devices.

As a German stock corporation, governance at First Sensor AG is primarily defined by the Aktiengesetz (AktG – German Stock Corporation Act), the other legal provisions of commercial and company law and the German Corporate Governance Code. The rights and duties of its executive bodies (Management Board, Supervisory Board and Annual General Meeting) derive from the law and the Articles of Association.

The functions of "management" and "oversight" are clear and distinct under the law and the Articles of Association. The Management Board and the Supervisory Board form First Sensor AG's dual governance system. They have an obligation to the interests of the shareholders and to the good of the company, and they work together to sustainably enhance its enterprise value.

If multiple members of the Management Board have been appointed, the company is represented by two members of the Management Board or by one member of the Management Board together with an officer with power of attorney. If only one member of the Management Board has been appointed, this member manages the company alone.

The Supervisory Board can confer the right of sole representation on individual members of the Management Board.

The company is subject to the co-determination rules of the Drittelbeteiligungsgesetz (DrittelbG – German One-Third Participation Act).

First Sensor has been listed on the Frankfurt Stock Exchange since 1999 and satisfies the transparency requirements of the Prime Standard segment of Deutsche Börse AG (WKN: 720190 | ISIN: DE0007201907 | SIS).

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1.2. Structure of the company and the Group

As of the end of the reporting period, First Sensor AG is the parent company of one subsidiary that is listed in the Notes to the consolidated financial statements (consolidated companies). First Sensor AG and TE Connectivity Sensors Germany Holding AG, an indirect subsidiary of TE Connectivity plc, entered into a control and profit transfer agreement, under which First Sensor AG is the controlled company, on April 14, 2020. The control and profit transfer agreement was entered in the commercial register of the Berlin-Charlottenburg Local Court on July 7, 2020. There is no segmentation in accordance with IAS 8 reflecting internal organizational and reporting structures or the Management Board's control structures for the Group.

1.3. Declaration on the German Corporate Governance Code

The Management Board and the Supervisory Board of First Sensor see responsible and transparent corporate governance as the basis for long-term business success. It is guided in this by the German Corporate Governance Code (GCGC) as currently amended.

On the basis of the current German Corporate Governance Code, most recently resolved by the Government Commission on April 28, 2022 and published in the Bundesanzeiger (German Federal Gazette) on Juni 27, 2022 the company reports on its corporate governance in the corporate governance declaration. The Management Board and Supervisory Board make this declaration together, though they are each only responsible for the parts of the report that concern them. A component of the corporate governance declaration is the declaration of compliance with the German Corporate Governance Code current as of the reporting date:

Declaration of compliance by the Management Board and the Supervisory Board of First Sensor AG with the German Corporate Governance Code in accordance with section 161 AktG

The Management Board and the Supervisory Board of First Sensor AG declare in accordance with section 161 AktG that the company has complied with the recommendations of the German Corporate Governance Code, as amended April 28, 2022, published in the Federal Gazette on June 27, 2022, since its last declaration of compliance was issued on November 15, 2022, and will continue to comply in the future, with the following exceptions.

F.2: The consolidated financial statements and the group management report shall be made publicly accessible within 90 days from the end of the financial year, while mandatory interim financial information shall be made publicly accessible within 45 days from the end of the reporting period.

On account of the ongoing integration work and the increased requirements in connection with ESEF tagging, the consolidated financial statements is published within four months of the end of the financial year. The interim report for the first quarter will be published within 60 days for the same reason.

G.1: Remuneration system of the Management Board

Each year, the Supervisory Board defines the variable compensation for the members of the Management Board in line with the financial and non-financial performance criteria revised in line with the respective situation. The relevant financial and non-financial performance criteria for the respective financial year are therefore always exactly in line with the company's situation at the time that they are determined. For this reason, the individual financial and non-financial performance criteria are not taken into account in the remuneration system of the company's Management Board.

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G.3: Comparison with other companies

The Supervisory Board sets total remuneration primarily on the basis of the comprehensive experience of the individual Supervisory Board members as part of their work on management and governing bodies at other comparable companies in the relevant sector. The company's remuneration system does not contain any details regarding the establishment of comparative criteria in relation to comparable companies for the purpose of assessing whether total remuneration is in line with usual levels.

G10: Share-based compensation/vesting period

On the basis of their contracts with TE Connectivity and depending on their respective position there, members of the Management Board receive restricted stock units based on shares of TE Connectivity Ltd. as their long-term variable compensation. The restricted stock units have a four-year vesting period, but vest in annual increments and will then be provided as shares of TE Connectivity plc. After the shares are issued, members of the Management Board are free to dispose of them as they wish. There is no four-year vesting period, but members of the Management Board will receive the entire number of restricted stock units only if they hold a corresponding position as a TE Connectivity employee for the entire four-year vesting period.

There is no contractual obligation for a member of the Management Board to invest the variable remuneration amounts granted in shares of the company.

G.11: Claw-back clauses

The contract does not allow for the deduction or repayment of variable remuneration components despite the achievement of the targets specified due to other exceptional circumstances.

G.17 Committee member remuneration

In accordance with recommendation G.17 of the Code, the larger time commitment of the Chair and members of the committees should taken into account appropriately. The company believes that remuneration already takes appropriate account of the larger time commitment of Supervisory Board members. Higher compensation than other members of the Supervisory Board is therefore not intended for the members of committees of the Supervisory Board of the company or their chairpersons.

Prior declarations of compliance with the German Corporate Governance Code by First Sensor can be found here.

The Management Board and Supervisory Board regularly address issues of good corporate governance. In this context, they look at the extent to which improvements are worthwhile and possible, and the extent to which the company feels it should deviate from the recommendations of the German Corporate Governance Code in other respects.

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2. MANAGEMENT BOARD

2.1. Composition of the Management Board

As of the time of reporting, First Sensor AG is managed by three members of the Management Board. As in the previous year, the members of the Management Board are Thibault Kassir, Senior Vice President and General Manager TE Sensors, Robin Maly, General Manager, Sensor Manufacturing Services Business Unit Sensors, TE Connectivity Solutions GmbH, and Dirk Schäfer, Director Controller, Sub Region Central Europe Germany and Austria, at TE Connectivity Germany GmbH (Bensheim, Germany).

The members of the Management Board do not hold any supervisory board mandates and do not perform any secondary activities outside the TE Connectivity Group.

The résumés of all members of the Management Board can be found on the company's website.

In accordance with the German Corporate Governance Code the first-time appointment of Management Board members should be for a period of not more than three years, and any reappointment prior to one year before the end of an appointment period at the same time as the termination of the current appointment should only be possible if special circumstances apply. First Sensor has complied with this in the past.

Based on the recommendations of the GCGC and in accordance with statutory regulations, the Supervisory Board has adopted a requirements profile for members of the Management Board that also takes into account the diversity requirements for this body. The aim of this diversity concept is to ensure the most diverse, mutually complementary composition possible of a management-strong Executive Board and to ensure that different perspectives are incorporated into the company management. The aim is to ensure that the Executive Board as a whole has all the knowledge and experience that is considered essential in view of First Sensor AG's activities as part of the TE Connectivity Group.

When appointing members of the Executive Board, the Supervisory Board takes into account their personal suitability, integrity, convincing leadership qualities, international experience, professional qualifications for the position to be taken on, previous performance, knowledge of the company and the ability to adapt business models and processes. Diversity is a selection criterion when filling Executive Board positions, with gender, age, educational and professional background being taken into account. When selecting members of the Executive Board, the Supervisory Board also considers the following aspects in particular:

• In addition to the specific specialist knowledge and management and leadership experience required for the respective task, the members of the Executive Board should cover as broad a spectrum of knowledge and experience as possible, as well as educational and professional backgrounds.
• In view of the international orientation of the company as part of the TE Connectivity Group, attention should be paid to internationality in the sense of different cultural backgrounds or international experience (e.g. longer relevant professional experience abroad or supervision of foreign business activities) in the composition of the Executive Board.
• The Executive Board as a whole should have experience in the business areas that are important for First Sensor, particularly in the areas of industry, mobility and healthcare.
• The Executive Board as a whole should have many years of experience in the areas of technology (including sensor technology, digitalization and cybersecurity), sustainability, production, finance, risk management, legal (including compliance) and human resources.
• The statutory requirement under section 76 (3a) AktG (minimum participation requirement) does not apply to First Sensor AG. Nevertheless, the Supervisory Board thinks the consideration of women to be a key aspect of long-term succession planning for the Executive Board.

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A DIVISION OF THE TEAM OF THE INTERNATIONAL TEAM OF THE INTERNATIONAL TEAM OF THE INTERNATIONAL

• It is considered desirable for different age groups to be represented on the Executive Board. In accordance with the recommendation of the German Corporate Governance Code, the Supervisory Board has set an age limit for the members of the Executive Board. According to this, members of the Executive Board should generally not be older than 67.

The decisive factor for the decision on filling a specific Executive Board position is always the interests of the company, taking into account all circumstances of the individual case.

The diversity concept for the Management Board was implemented in the past financial year as part of the procedure for appointing the Management Board. The Supervisory Board and the Personnel and Nomination Committee of the Supervisory Board observe the requirements set out in the diversity concept for the Executive Board when selecting candidates and making proposals for the appointment of members of the Executive Board.

In its current composition, the Executive Board meets all the requirements of the diversity concept. The members of the Executive Board cover a broad spectrum of knowledge and experience as well as educational and professional backgrounds and have international experience. The Executive Board as a whole has all the knowledge and experience that is considered essential in view of First Sensor's activities.

The consideration of women is a key component of the Supervisory Board's long-term succession planning for the Executive Board; it would be taken into account as an important criterion when filling a new position on the Executive Board. Different age groups are represented on the Executive Board. None of the members of the Executive Board have reached the specified standard retirement age.

Together with the Executive Board and with the support of the Personnel and Nomination Committee, the Supervisory Board ensures long-term succession planning for the Executive Board. Long-term succession planning is systematic and based on the company's strategic objectives. Taking into account the specific qualification requirements and the diversity concept adopted by the Supervisory Board for the composition of the Executive Board, the Personnel and Nomination Committee draws up ideal profiles where necessary. In the event of a specific succession decision, the Personnel and Nomination Committee draws up a shortlist of available candidates on the basis of these profiles. Structured interviews are held with these candidates. A recommendation is then submitted to the Supervisory Board for a resolution. If necessary, the Supervisory Board or the Personnel and Nomination Committee is supported by external consultants in the development of the requirement profiles and the selection of candidates.

The Management Board of the company has resolved a target for the share of women in the two management levels below the Management Board in accordance with section 76(4) AktG. By June 30, 2027, the share of women in the first level below the Management Board should reach 28.6%. This level comprises 48 managers, 9 of whom are women. This represents a quota of 18.8%. And the target of 28.6% has therefore not yet been achieved, but relevant measures have been taken to improve the quota gradually. A second management level below the Board of Management no longer exists in the current structure. In the 2022 financial year, the Management Board approved a diversity concept to increase the share of women in management positions.

2.2. Procedures of the Management Board

As of the date of this declaration, the Management Board consists of three members with equal rights. If multiple members of the Management Board have been appointed, they typically share responsibility for governance as a whole and manage the company on their own responsibility and in a spirit of cooperation. The duties of the individual members of the Management Board are set out in the executive organization chart. The Rules of Procedure for the Management Board describe how resolutions are adopted and which majorities are required for a resolution in each case.

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If multiple members of the Management Board have been appointed, the Management Board typically adopts resolutions in meetings with a simple majority, unless a larger majority of votes is required by law. The Management Board decides all key issues together. It coordinates the business areas and compliance with reporting requirements.

The members of the Management Board manage and control business operations within their respective areas of responsibility. This ensures that the Management Board can make decisions early on if necessary to safeguard the planned business success.

2.3. Instruments of corporate governance

First Sensor AG has been a part of TE Connectivity Group since its majority acquisition by TE Connectivity in 2020. In the course of its integration various processes and reporting lines have been amended and harmonized. For example, this includes social, health and environmental issues, which are no longer managed at the level of the First Sensor Group, and instead have since been transferred to the corporate responsibility framework of the TE Connectivity Group. The general objectives and activities are managed centrally and are now also implemented at First Sensor's locations. TE Connectivity reports annually on Corporate Responsibility; the report is in English and is available on the Internet.

The compliance management system was also switched to TE Connectivity's Group-wide Ethics and Compliance system in the past financial year. This enables all employees and managers of First Sensor AG, its business partners, customers and suppliers to report breaches in a structured procedure and to ensure that they are followed up. This concerns all presumed breaches of legal provisions, the TE Connectivity Guide to Ethical Conduct or other TE Connectivity policies as well as ethics and compliance matters and concerns regarding presumed misconduct against TE's business practices. There are various means available for reporting known or suspected irregularities, misconduct, hazards, etc., including confidentially or anonymously. Employees can bring their concerns to supervisors, the HR department, Legal department, the Ethics & Compliance Team, the office of the ombudsman and the Employee Relations function. ConcernLINE (phone hotline) and ConcernNET (website) can also be used to make such reports.

As a listed company, First Sensor is required to report on environmental, employee and social issues, human rights and the fight against corruption and bribery in a non-financial declaration (CSR report). The CSR report is a self-contained component of the annual report. The declaration is updated annually.

In the course of their business activities, First Sensor AG and its subsidiaries are exposed to various risks that are inextricably linked to their business operations. This can have a negative impact on financial position and financial performance. Handling risks carefully is therefore a fundamental part of responsible corporate governance. Active risk awareness, an open risk culture and an effective risk management system are thus necessary to ensure short and long-term success of the company.

First Sensor's risk management system is also included in the corresponding management system at TE Connectivity. This is responsible for the internal control framework of TE Connectivity, the global compliance with the Sarbanes-Oxley Act (SOX) and the compliance with the financial guidelines. The framework currently comprises more than 80 financial guidelines and more than 450 guidelines for the different functional areas. All First Sensor locations are regularly audited according to these policies. This framework is supplemented by specific risk assessment and controlling for First Sensor's companies and locations. The risks identified here are then assessed, managed and controlled accordingly. The Supervisory Board is regularly informed of the company's risk situation in a structured process and monitors the system's effectiveness within this framework.

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2.4. Cooperation with the Supervisory Board

The Management Board and Supervisory Board work together closely for the good of the company. The Management Board develops the business strategy, coordinates it with the Supervisory Board, ensures its implementation and regularly discusses the status of its implementation with the Supervisory Board. It is also responsible for the company's annual and long-term planning, and for the preparation of the annual and consolidated financial statements, the combined management report of First Sensor AG and the Group, the half-year financial statements and the quarterly statements. Moreover, the Management Board ensures appropriate risk management and risk controlling. The Management Board informs the Supervisory Board regularly, without delay and comprehensively about all issues that are relevant to the Group regarding strategy, planning, business development, financial position and financial performance, the risk situation, risk and quality management, and compliance with legal provisions and internal guidelines, and supports such compliance at the subsidiaries as well. The Supervisory Board is informed without delay of key events that could significantly influence the company in accordance with the Rules of Procedure of the Management Board, created by the Supervisory Board, key activities require the Supervisory Board's approval.

2.5. Management Board compensation and securities transactions

The currently applicable compensation system for the Management Board was resolved by the Annual General Meeting on June 24, 2021 First Sensor publishes its compensation report on the past financial year, including the auditor's opinion in accordance with Section 162 AktG, the applicable compensation system in accordance with section 87a(1) and 2 sentence 1 AktG and the most recent compensation resolution in accordance with section 113(3) AktG on its website.

Members of the Management Board have not been granted any loans or advances. The company has not entered into contingent liabilities for the benefit of members of the Management Board.

Transactions involving securities of the company are published on the website under "Directors' dealings". The Management Board did not hold any shares in the company as of the time of reporting.

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3. THE SUPERVISORY BOARD

3.1. Composition of the Supervisory Board

In accordance with the Articles of Association, the Supervisory Board of First Sensor AG consists of six members, four of whom are representatives of equity holders elected by the Annual General Meeting and two of whom are employee representatives

Chairman:

Michael Gerosa, also a member of the Audit Committee, profession: Senior Director / Regional Controller EMEA, TE Connectivity Switzerland AG (Schaffhausen, Switzerland); age: 50; first appointment in 2021, appointed until 2026; other supervisory board mandates: TE Connectivity Poland Services sp. z o.o. in Krakow, Poland (member of the Board); Tyco Electronics Finland Oy in Helsinki, Finland (member of the Board); TE Connectivity Svenska AB in Upplands-Vasby, Sweden (member of the Board); Tyco Electronics Saudi Arabia Limited in Riyadh, Saudi Arabia (member of the Board); TE Connectivity (Denmark) ApS in Glostrup, Denmark (member of the Board)

Deputy Chairman:

Peter McCarthy; also Chairman of the Human Resources and Nomination Committee, profession: Vice President Product Management, TE Medical, TE Connectivity Germany GmbH (Bensheim, Germany); age: 56; first appointment in 2020, appointed until 2025; no other supervisory board or management mandates

Members of the Supervisory Board:

Stephan Itter; also Chairman of the Audit Committee, profession: CEO, Läpple AG (Heilbronn, Germany); age: 57; first appointment in 2020, appointed until 2025; other supervisory board mandates: Läpple Automotive GmbH, Teublitz, Germany (Chairman of the Supervisory Board); FIBRO GmbH, Weinsberg, Germany (Chairman of the Supervisory Board)

Rob Tilmans; also a member of the Human Resources and Nomination Committee, profession: Senior Director Business Development, TE Connectivity Ltd. (Berwyn, PA, USA); age: 46; first appointment in 2021, appointed until 2026; no other supervisory board or management mandates

Christoph Findeisen; profession: Development Engineer First Sensor AG, Dresden branch; age: 40; substitute member as employee representative since 2021, appointed until 2029; no other supervisory board or management mandates

Olga Wolfenberg; profession: Quality Assurance First Sensor AG (Berlin-Weißensee, Germany); age: 59; first appointment in 2019, appointed until 2029; no other supervisory board or management mandates

The Supervisory Board of First Sensor AG has prepared a skills and requirements profile and regularly checks it to determine whether it needs amending. The skills profile takes into account the specific business situation and specific business activities, the size of the company and the regional distribution of its activities and its ownership structure. In order to perform its control function and to assess and monitor the company's business activities, the following expertise and skills are required for the composition of the Supervisory Board and assigned to its current members accordingly:

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	Michael Gerosa	Peter McCarthy	Stephan Itter	Rob Tilmans
Personal criteria/skills
Younger than 70 years	X	X	X	X
Maximum affiliation 10 years	X	X	X	X
Independence (at least 1 member must be entirely independent)			X
- -Financially	X	X	X	X
- -No personal relationship	X	X	X	X
- -No business relationship			X
Business/management experience	X	X	X	X
Not a former member of the Management Board	X	X	X	X
No supervisory or advisory functions at competitors	X	X	X	X
Basic knowledge of corporate governance	X	X	X	X
Team player	X	X	X	X
International experience (at least 1 member)	X	X	X	X
Industry expertise
Sensor systems (at least 1 member)	X	X		X
Automotive (at least 1 member)		X	X
Medical (at least 1 member)		X	X
Industry (at least 1 member)	X	X	X	X
Technical and specialist expertise
R&D (at least 1 member)		X
Accounting (HGB, IFRS) (at least 1 member)	X		X
Auditing (at least 1 member)	X		X
Controlling (at least 1 member)	X		X
Risk management/compliance (at least 1 member)	X		X
Finance (at least 1 member)	X		X
M&A (at least 1 member)	X	X	X	X
ESG (at least 1 member)	X		X

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As a whole, the members of the Supervisory Board therefore possess all the key knowledge, skills and experience needed for the proper performance of their duties.

The independent member of the Supervisory Board is Stephan Itter, CEO of Läpple AG, Heilbronn. The indications of a lack of independence listed in the German Corporate Governance Code do not apply to him. In TE Connectivity Sensors Germany Holding AG, three members of the Supervisory Board have a personal and business relationship with a material shareholder in First Sensor AG that must be disclosed in accordance with the Code, though this does not constitute a conflict of interests.

In searching for qualified personnel for the Supervisory Board who optimally enhance the body as a whole with technical and management skills, attention must be paid to diversity. When devising proposals for members, specific consideration must be given to the extent to which different, mutually complementary professional profiles, professional and life experience, including international experience, and appropriate gender representation in the Supervisory Board are conducive to the work of the Supervisory Board. The consideration of women in the composition of the Supervisory Board is the responsibility of all those entitled to nominate and vote.

One member of the Supervisory Board is a woman, hence the share of women is $16.7\%$ . This is also the minimum share to be retained moving forward.

3.2 Procedures of the Supervisory Board

The Supervisory Board appoints the Management Board, monitors its management activities and advises the Management Board. The framework for its activities is formed by the law and the Articles of Association.

The Supervisory Board discusses business performance, planning, strategy and its implementation at regular intervals. It audits the annual and consolidated financial statements, the combined management report of First Sensor AG and the Group and any proposal for the appropriation of retained earnings. It adopts the annual financial statements of First Sensor AG and approves the consolidated financial statements, taking into account the findings of the reports by the auditor. The Supervisory Board resolves the report of the Supervisory Board to the Annual General Meeting. The Supervisory Board also monitors the company's compliance with legal provisions, official regulations and internal guidelines.

Furthermore, the Supervisory Board's remit includes appointing the members of the Management Board and determining their departments. The Supervisory Board develops the compensation system for the members of the Management Board and submits it to the Annual General Meeting for its approval. It then determines the actual compensation in accordance with the system. It defines the specific targets for the variable compensation and the respective total compensation for the individual members of the Management Board and reviews the appropriateness of total compensation.

Key Management Board decisions are conditional upon the Supervisory Board's approval.

The Supervisory Board meets at least once per calendar quarter. Resolutions of the Supervisory Board are typically adopted at meetings and, in accordance with the Rules of Procedure, they can also be adopted outside meetings. If an item of the agenda has not been properly announced, it can only be voted on if there are no objections from a member of the Supervisory Board. The Supervisory Board is quorate if at least three members take part in the resolution and it adopts its resolutions by a simple majority, unless stipulated

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otherwise by law. The Supervisory Board also meets regularly without the Management Board.

There are no consulting, service or other work agreements between the members of the Supervisory Board and the company. There are employment agreements between the employee representatives and the company.

The Chairman of the Supervisory Board coordinates the body's work. The meetings of the Supervisory Board are convened and chaired by the Chairman or, in his absence, by the Deputy Chairman in accordance with the Articles of Association and the Rules of Procedure of the Supervisory Board. The rules of procedure of the Supervisory Board have been published on the company's website.

The Chairman is also responsible for the minutes of the resolutions. Outside the regular meetings, he maintains a continuous dialog with the Management Board, in particular on the matters of strategy, planning, business development, the risk situation, risk management and compliance. Within reasonable limits, the Chairman of the Supervisory Board is also available to discuss issues concerning the Supervisory Board with investors. The Management Board and the Supervisory Board have formulated guidelines for this dialog. The decision to actually enter into such a dialog will be made by the Chairman of the Supervisory Board. He can invite other members of the Supervisory Board or members of Management Board to participate in the dialog. He will inform the members of the Supervisory Board and the company about these dialogs afterwards.

The Supervisory Board regularly assesses how effectively it performs its duties. The most recent extensive self-assessment took place at the beginning of 2025 financial year. Multiple criteria were polled with external assistance using a structured questionnaire and the responses were analyzed conscientiously. The suggestions for improving efficiency were implemented directly.

The Supervisory Board has created a list of transactions that require its approval. The Management Board submits such transactions to the Supervisory Board in the form of a draft resolution for discussion and approval.

New members of the Supervisory Board can meet with members of the Management Board and line managers to discuss basic and current issues, thereby forming an impression of the issues relevant to the company to discuss basic and current issues, thereby forming an impression of the issues relevant to the company (onboarding).

3.3. Activities of the Supervisory Board in the reporting year

The Supervisory Board reports to the Annual General Meeting comprehensively on its activities in the reporting year. The report of the Supervisory Board is a component of the annual report for the respective financial year. It contains information on the dates of the meetings Supervisory Board, matters discussed, attendance at meetings and key resolutions. By the time each Annual General Meeting is convened at the latest, this report can also be viewed or downloaded on the company's website.

The members of the Management Board take part in the meetings of the Supervisory Board, but the Supervisory Board is also regularly convened without the Management Board. The matters discussed are either related to the Management Board itself or internal Supervisory Board matters. In the past financial year, there were no conflicts of interests on the part of Management Board or Supervisory Board members that would have required an immediate disclosure to the Supervisory Board.

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3.4. Committees and their procedures

In 2020, the Supervisory Board resolved to establish an Audit Committee and a Human Resources and Nomination Committee. The Rules of Procedure of the committees have been published on the website in the Corporate Governance section. The committees each comprise two members of the Supervisory Board and are tasked with preparing the resolutions of the Supervisory Board.

In the 2024 financial year, the members of the Human Resources and Nomination Committee were Peter McCarthy (Chairman) and Rob Tilmans; the committee did not meet in the reporting period. The members of the Audit Committee are Stephan Itter (Chairman) and Michael Gerosa. The Audit Committee met five times in the reporting period.

According to the German Corporate Governance Code, members of the Audit Committee should have expertise in the field of accounting in particular. This includes knowledge and experience in the application of accounting principles and internal control and risk management systems. In addition, expertise in the field of auditing is required. Accounting and auditing also include sustainability reporting and its audit. The Chairman of the Audit Committee, Stephan Itter, CEO of Läpple AG, has the appropriate expertise in both fields. He is familiar with the requirements of sustainability reporting as well. As a further member of the Audit Committee, Michael Gerosa also has years of experience in the field of finance, accounting, auditing (HGB, IFRS), controlling, risk management/compliance and sustainability reporting.

3.5. Supervisory Board compensation and securities transactions

The compensation for the members of the Supervisory Board is resolved by the Annual General Meeting and set out in the Articles of Association. According to the Articles of Association, the members receive compensation of €20,000 for each full year of membership. This increases to €50,000 for the Chairman of the Supervisory Board and €30,000 for the Deputy Chairman. Through TE Connectivity's D&O insurance, the company provides the members of the Supervisory Board with coverage appropriate to their work on the Supervisory Board. The company reimburses each member of the Supervisory Board for any reasonable expenses incurred in the exercise of their duties for which proof has been provided and for any VAT that is incurred on their compensation. The compensation report on the past financial year, the auditor's opinion in accordance with section 162 AktG and the most recent compensation resolution in accordance with section 113(3) AktG have been published on the company's website.

The members of the Supervisory Board who have a contract of employment with the main shareholder waive their compensation as members of the Supervisory Board.

Transactions involving securities of the company by the members of the Supervisory Board are published on the company's website under "Directors' dealings". Its members did not hold any shares in the company as of the time of reporting.

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4. CORPORATE REPORTING AND AUDIT OF FINANCIAL STATEMENTS

4.1. Corporate reporting

First Sensor not only satisfies the legal disclosure requirements, but also complies with the high transparency requirements of the Prime Standard segment of the Frankfurt Stock Exchange. The company reports regularly on its financial and operating performance, and on current events and developments at the company and the Group. It communicates proactively and approaches questions and suggestions by third parties constructively.

The annual and consolidated financial statements, and the combined management report for the Group and the company for each financial year are prepared within the first four months of the following year. They are audited by the auditor elected by the Annual General Meeting and they are approved/adopted by the Supervisory Board. They are then published in German and English in the form of an annual report.

First Sensor prepares and publishes a half-year financial report about the course of business in the first six months of a financial year within two months after the end of the first half of the year. After the end of the first and third quarters, First Sensor also publishes a quarterly statement rendering the company's business results for the first or third quarter. The statement on the third quarter also includes a presentation of the course of business in the first nine months of the respective financial year.

The wage transparency report in accordance with Section 21 (1) (EntgTranspG – German Transparency in Wage Structures Act) can be found on the Internet.

Recurring appointments, such as the date of the Annual General Meeting or the publication dates of the interim reports can be found in the financial calendar that the company also publishes on its website.

4.2. Audits of financial statements

BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, was elected by the Annual General Meeting on April 25, 2023 and thus engaged by the Supervisory Board for the audit of the annual and consolidated financial statements for 2024 financial year. The audit firm BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, was the auditor for First Sensor AG and the Group from the 2023 financial year. Robert Baumgarten has signed as an auditor and Martin Behrendt has signed as the auditor responsible for the audit since the 2024 financial year.

The audit scope and engagement comprise the audit in accordance with the Handelsgesetzbuch (HGB – German Commercial Code) of the financial statements of First Sensor AG and First Sensor Lewicki GmbH. The audit further comprises the IFRS audit of the German Group companies. The focal points of the audit are determined on a risk-oriented basis and are, at Group level, the recoverability of goodwill and the valuation of inventories, and at the level of the individual company, among others the revenue recognition.

Disclosures of the auditor's fee can be found in the notes to the annual report.

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First Sensor® is now part of
TE
SYSTEMS
TECHNOLOGY

5. SHAREHOLDERS/ANNUAL GENERAL MEETING

5.1. Disclosures on shareholdings and changes in shareholdings

The share capital of the company amounts to €51,677,480.00 as of September 30, 2024 and is divided into 10,335,496 no-par value bearer shares that each have a notional interest in the share capital of €5.00 According to the voting rights notification published on March 13, 2020, TE Connectivity held 71.69 % of the shares in First Sensor AG. As a result of new shares issued since that date, this percentage has been reduced to 71.47% as of September 30, 2024. For the subsequent financial years, in accordance with section 304 AktG, the control and profit transfer agreement stipulates an annual compensation payment to minority shareholders of €0.56 gross, or according to current taxation €0.47 net, per First Sensor share. There were no corporate actions taken in the financial year 2024.

5.2. Takeover-related disclosures in accordance with Sections 289a, 315a HGB

1. Composition of subscribed capital
   The composition of subscribed capital is presented in section [4.11] of the notes. All shares grant identical rights in accordance with the AktG.

2. Restrictions on voting rights or the transfer of share
   The company's Management Board is not aware of any restrictions affecting voting rights or the transfer of shares. Otherwise only the legal provisions in accordance with section 136(1) AktG and trading bans in accordance with Article 19(11) of the Market Abuse Regulation apply, in particular to members of the Management Board.

3. Direct interests in the company's share capital of more than 10%
   Disclosures on direct or indirect shareholdings in capital that exceed 10% of voting rights can be found in section [4.34] in the notes.

4. Holders of shares with special rights conferring control
   There are no shares with special rights, in particular, no shares conferring control.

5. Type of voting right control when employees hold an interest in the share capital and do not exercise their control directly
   Employees who hold an interest in the share capital exercise their voting rights directly.

6. Statutory provisions and Articles of Association concerning the appointment and dismissal of members of the Management Board and amendments to the Articles of Association.
   The statutory provisions apply to the appointment and dismissal of members of the Management Board (sections 84 and 85 AktG) and amendments to the Articles of Association (section 179 AktG).

7. Authorization of the Management Board to issue and repurchase shares
   The capital is conditionally increased for issuing shares to the management within the exercise phase of an option plan. Explanations can be found in section [4.19] in the notes.

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First Sensor

TE

1. Agreements of the company subject to the condition of a change of control and compensation agreements of the company in the event of a takeover bid. The change of control took place in 2020, TE Connectivity now holds the majority of the shares in First Sensor AG. No agreements to cover another change of control were concluded.

5.3. Shareholder rights at the Annual General Meeting

The shareholders of First Sensor AG exercise their rights at the Annual General Meeting of the company. The Annual General Meeting is chaired by the Chair of the Supervisory Board or by another Supervisory Board member appointed by him/her. If the Chairman of the Supervisory Board does not assume the chairmanship at the Annual General Meeting and has not designated another Supervisory Board member as his representative, the Supervisory Board elects the Chairman of the Annual General Meeting. Persons who are not shareholders or members of the Supervisory Board or who otherwise do not belong to the company can also be elected.

The Annual General Meeting takes place once a year. Each share grants one vote. The equity holders can exercise their voting rights at the Annual General Meeting either themselves or through a proxy of their choice, or through a voting rights representative of the company bound by instructions. The Management Board is also authorized to allow shareholders to cast their votes in writing or by means of electronic communication (postal voting), even without taking part in the Annual General Meeting. All documents and information on the Annual General Meeting will be available to shareholders on the company's website at an early stage.

They can also put their questions Investor Relations department on these documents to employees of the Investor Relations department.

In order to allow Annual General Meetings to be held without shareholders or their representatives attending in person (virtual annual general meeting), a corresponding amendment of the Articles of Association enables the company to respond flexibly to certain situations in the future as well while also retaining its ability to act. The Annual General Meeting on April 24, 2024 was held as a meeting in person.

The compensation system for the members of the Management Board was last submitted for approval to the Annual General Meeting for the 2020 financial year and is to be submitted for the approval to the Annual General Meeting for the 2024 financial year. The corresponding compensation report has been submitted for approval to the Annual General Meeting since 2022.

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First Sensor® is now part of
TE
TECHNOLOGY

5.4. Related parties

No agreements were entered into between members of the Supervisory Board and First Sensor AG in the 2024 financial year Memberships of Management Board and Supervisory Board members in executive bodies of other companies and related party transactions are disclosed in the current annual report.

Berlin, January 29, 2025

On behalf of the Supervisory Board

Michael Gerosa
Chairman of the Supervisory Board

On behalf of the Management Board

Thibault Kassir
Robin Maly
Dirk Schäfer

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