Convenience Translation - German original version has preference
Statement of the Board of Management and the Supervisory Board of SGL Carbon SE on the German Corporate Governance Code pursuant to Sec. 161 German Stock Corporation Act (Declaration of Compliance 2022)
The Board of Management and the Supervisory Board of SGL Carbon SE declare:
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- The last Declaration of Compliance has been executed by the Company on November 25, 2021. Since this date, SGL Carbon SE has been in full compliance with the recommendations of the "Government Commission on the German Corporate Governance Code" ("Regierungskommission Deutscher Corporate Governance Kodex") in the version dated December 16, 2019 (published on March 20, 2020, "Code 2019") as published by the Federal Ministry of Justice and Consumer Protection in the official notice section of the German Federal Gazette until the publication of the latest version of the German Corporate Governance Code on June 27, 2022, with the exception of the following deviations:
- With regard to recommendation B.3 of the Code 2019, according to which first-time appointments of Management Board members shall be for a period of not more than three years. As part of its Management Board realignment in 2020, the Company appointed two new Board of Management members for a term of five years each. These decisions were made in the interest of a stable management structure with continuity for the future challenges and are also considered appropriate by the Supervisory Board in view of the qualifications of the candidates.
- With regard to recommendation C. 10 sentence 1 of the Code 2019, according to which the Chair of the Supervisory Board and the Chair of the committee that addresses Management Board remuneration, shall be independent of the company and the Management Board. Ms. Klatten, who is an indirect significant shareholder of the Company, currently holds both these positions. The current composition of the Supervisory Board and Personnel Committee Chair of the Company is considered appropriate by the Company, as Ms. Klatten is viewed as particularly suitable for both positions and, in addition, the Company believes that the existing majority of independent members of the Supervisory Board members from the group of shareholder representatives ensure a sufficient balance in the relevant bodies.
- With regard to recommendation D.8 of the Code 2019, according to which the report of the Supervisory Board should note how many meetings of the Supervisory Board and its committees the individual members attended in each case. In recent years, the participation rate in the meetings of the Supervisory Board and its committees, as shown in the respective reports of the Supervisory Board, has been over 90%, so that the Company, at least insofar as the participation rate is not significantly reduced in the future, holds a consolidated presentation of the participation rates for being sufficiently adequate.
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- The "Government Commission on the German Corporate Governance Code" ("Regierungskommission Deutscher Corporate Governance Kodex") issued a new version of the German Corporate Governance Code on April 28, 2022 (which was published in the official notice section of the German Federal Gazette on June 27, 2022, "Code"). SGL Carbon SE has been in compliance with the recommendations of this new version of the Code since it was published on June 27, 2022 and will continue to comply with it in the future, with the exception of the following deviations:
Convenience Translation - German original version has preference
- With regard to recommendation B.3 of the Code, according to which first-time appointments of Management Board members shall be for a period of not more than three years. As part of its Management Board realignment in 2020, the Company appointed two new Board of Management members for a term of five years each. These decisions were made in the interest of a stable management structure with continuity for the future challenges and are also considered appropriate by the Supervisory Board in view of the qualifications of the candidates.
- With regard to recommendation C. 10 sentence 1 of the Code, according to which the Chair of $\bullet$ the Supervisory Board and the Chair of the committee that addresses Management Board remuneration, shall be independent of the company and the Management Board. Ms. Klatten, who is an indirect significant shareholder of the Company, currently holds both these positions. The current composition of the Supervisory Board and Personnel Committee Chair of the Company is considered appropriate by the Company, as Ms. Klatten is viewed as particularly suitable for both positions and, in addition, the Company believes that the existing majority of independent members of the Supervisory Board members from the group of shareholder representatives ensure a sufficient balance in the relevant bodies.
The Corporate Governance Principles of SGL Carbon SE furthermore satisfy a majority of the non-obligatory suggestions of the German Corporate Governance Code.
Wiesbaden, September 7, 2022
For the Supervisory Board of SGL Carbon SE
Dr. h.c. Susanne Klatten (Chair of the Supervisory Board of SGL Carbon SE)
For the Board of Management of SGL Carbon SE
Dr. Torsten Derr (Chairman of the Management Board of SGL Carbon SE)