Masterflex SE — Governance Information 2016

Dec 16, 2016

Declaration of Conformity with Corporate Governance of December 2016

Corporate governance enjoys high priority at Masterflex SE. Masterflex's corporate principles are based on responsible management and supervision of the company geared towards long term value creation. Key aspects of this corporate governance are efficient cooperation between the Executive Board and the Supervisory Board, protecting shareholders' interests and open and transparent corporate communications.

In accordance with § 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board are required to submit an annual declaration stating that the company has complied with, and will comply with the recommendations of the Government commission on the German Corporate Governance Code published by the German Federal Ministry of Justice in the official section of the electronic Federal Gazette, or stating which recommendations have not or will not be applied and why this declaration of conformity is to be made permanently available to shareholders. This declaration of conformity was submitted in December 2015 and remains available for inspection on the website.

The vast majority of the provisions and recommendations of the German Corporate Governance Code (in short: Code or DCGK) have long been embodied in Masterflex's Corporate culture. The Company follows the recommendations of the Code. Any deviations from the Code are explained below.

The Declaration of Conformity of December 2016 is worded as follows:

Declaration of Conformity with Corporate Governance pursuant to Section 161 of the German Stock Corporation Act

The term "corporate governance" refers to responsible corporate management and control aimed at long-term value creation. Key aspects of good corporate governance are efficient co-operation between the Executive Board and the Supervisory Board, respect for shareholder interests, and openness and transparency in corporate communications.

Masterflex SE is a European stock corporation. In line with the SE Ordinance, the law of the stock company according to German law also applies. Accordingly, the Company is managed by the Executive Board and the Supervisory Board. Masterflex SE places high value on corporate governance. The Executive Board and the Supervisory Board have worked closely together from the very start in the best interests of the Company and have maintained intensive and on-going dialogue on the Company's development.

The Code sets out the material statutory provisions on the management and supervision of German listed corporations and contains internationally and nationally recognised standards of prudent and responsible company management (in the form of "recommendations and suggestions"). The Code aims to make the German system of corporate governance transparent and understandable. The legal provisions reflected in the Code must be observed and complied with by the Company without exception. The Company is allowed to deviate from the recommendations contained in the Code. The Foreword of the Code specifically allows for such deviations, which are intended to contribute to "flexibility and self-regulation in German corporate constitution".

The Executive Board and Supervisory Board of Masterflex SE declare that the recommendations of the previous version of the Code dated 5 May 2015 have been observed since the last declaration of conformity in March 2015 with the exceptions stated thereinafter. This declaration has been made permanently accessible to shareholders of Masterflex SE on our website. The website also contains all previously published versions of the Declaration of Conformity.

Exceptions:

4.2.2 External compensation expert

Should an external compensation expert be considered necessary in order to assess the appropriateness of the Executive Board compensation, the independent status of such an expert will also be ensured. Due to the expertise already available in the Supervisory Board as well as the qualified support from the Company's legal advisors, it has thus far not been considered necessary to seek the additional services of a separate, independent compensation expert.

5.3. Supervisory Board –committees

With a total of three members, the Masterflex SE Supervisory Board is deliberately kept small in order to allow resolutions to be passed quickly, efficiently and flexibly through streamlined structures, as is the case throughout the Group. The appointment of recognised experts to the Supervisory Board is a key pillar of Masterflex SE as it enables us to set the course for successful company growth through continual dialogue. In this context, establishing committees, which would also be required to have three members from the Supervisory Board, is illogical.

Supervisory Board Chairman Mr van Hall is an established financial expert. Where necessary, the Supervisory Board calls on qualified external help in order to assess difficult matters.

Gelsenkirchen, December 2016

Executive Board & Supervisory Board