TeamViewer AG

Governance Information • Mar 14, 2024

Corporate Governance Statement

1.1 Fundamental approach

The TeamViewer Group attaches great importance to good corporate governance. Transparent and responsible corporate management and a collaboration between the Management Board and Supervisory Board in the spirit of trust and open capital market communications form its key elements. TeamViewer SE is guided by the latest version of the German Corporate Governance Code (GCGC) standards.

The Management Board and Supervisory Board of TeamViewer SE submit the following corporate governance statement pursuant to § 315d in conjunction with § 289f HGB, which is part of the combined management report. In the corporate governance statement, they report jointly on TeamViewer's corporate governance in accordance with Principle 22 of the GCGC. This statement is also available on the TeamViewer website together with the Remuneration Report for the last fiscal year, the auditor's report in accordance with § 162 AktG, the applicable remuneration system in accordance with § 87a (1) and (2) sentence 1 AktG and the last remuneration resolution in accordance with § 113 (3) AktG.

1.2 Management Board

Composition

In accordance with the TeamViewer SE Articles of Association, the Management Board is appointed and dismissed by the Supervisory Board. As at 31 December 2023, the TeamViewer SE Management Board consisted of the following four members:

• Oliver Steil, member of the Management Board of TeamViewer SE and Chairman of the Management Board (CEO), appointed until October 2028. Mr Steil has served as Managing Director of TeamViewer Germany GmbH and CEO of the TeamViewer Group since January 2018.
• Michael Wilkens, member of the Management Board of TeamViewer SE and Chief Financial Officer (CFO), appointed until August 2025. Mr Wilkens has been a member of the Management Board of TeamViewer SE and CFO of the TeamViewer Group since September 2022.
• Peter Turner, member of the Management Board of TeamViewer SE and Chief Commercial Officer (CCO), appointed until July 2025. Mr Turner has been a member of the Management Board of TeamViewer SE and CCO of the TeamViewer Group since July 2022.
• Mei Dent has been appointed as a member of the Management Board of TeamViewer SE and Chief Product and Technology Officer (CPTO) until August 2026. She has been a member of the Management Board of TeamViewer SE and CPTO of the TeamViewer Group since August 2023.

Qualifications profile and diversity concept

The Supervisory Board is of the opinion that, in addition to the professional skills and experience of the Management Board members, diversity aspects also play an important role in the successful development of the Company. In accordance with its diversity concept, the Supervisory Board therefore pays particular attention to diversity in the composition of the Management Board and strives to form a Management Board in which the members complement each other with regard to their personal and professional backgrounds, their experience, and their expertise. This enables the Management Board as a whole to draw on the broadest possible spectrum of expertise, knowledge and skills.

Each Management Board member should be able to perform the tasks of a board member at an internationally operating, listed software company and to uphold the Company's reputation in the public eye.

Members of the Management Board should also have a deep understanding of the Company's business and market environment and generally possess several years of management experience. In view of the Company's business model, the following areas should have at least one member of the Management Board with knowledge in that area:

• Strategy and strategic leadership
• Technology and Remote as a Service (RaaS) companies, including relevant markets and customer needs
• Operations and technology, including IT and digitalisation
• Corporate Governance
• Human resource management and development
• Finance, including financing, accounting, controlling, risk management and internal control procedures

Given the international character of the Company's activities, at least some of the Board members should have extensive international experience.

When appointing members to the Management Board, the Supervisory Board is guided by the principle of equal participation of women and men and actively promotes this goal, for example, through the targeted search for female candidates for the Management Board. The Company's goals with regard to the target number of women on the Management Board, as well as the status of their implementation, can be found in the corresponding statements on the targets for the participation of women in management positions. In order to achieve the defined targets and to promote diversity in general, the Supervisory Board has developed a comprehensive and detailed diversity concept that it uses as a guideline for appointments and long-term succession planning.

As a rule, appointments to the Management Board end when a member reaches 65 years of age. An extension for a maximum of three years is possible. A reappointment before the end of the year preceding the end of the appointment period and the simultaneous termination of the current appointment shall only be made in special circumstances. The Company's aim to achieve a heterogeneous age structure is secondary to the other criteria mentioned.

Duties

The Management Board has sole responsibility for managing the Company's operations. In carrying out this responsibility, the Management Board is guided by the Company's interests and committed to ensuring the sustained growth of its enterprise value. The Management Board sets the Company's strategic direction, coordinates it with the Supervisory Board at regular intervals, and ensures its implementation.

The Management Board identifies and evaluates the Company's risks and opportunities associated with social and environmental factors, as well as the environmental and social impacts of the Company's activities. The Company's strategy takes long-term economic goals as well as environmental and social goals into account appropriately. Environmental and social goals are also given suitable consideration in the corporate strategy, next to the long-term business goals. Corresponding financial and sustainability-related goals are included in the corporate planning. The Management Board is responsible for ensuring compliance with legal provisions and internal guidelines and works towards their observance in the Company.

The basic principles guiding the management, the cooperation of the Management Board, and the information of the Supervisory Board are laid down in the Rules of Procedure for the Management Board. The Management Board shall conduct the Company's business with the due care and diligence of a prudent and conscientious manager in accordance with the law, the Articles of Association and the Rules of Procedure. It shall cooperate with the other bodies of the Company in a collegial and trustworthy manner.

The members of the Management Board are jointly responsible for the Company's management. The members of the Management Board lead the business area assigned to them by the schedule of duties independently and on their own responsibility. The members of the Management Board work collegially together and advise and brief one another on a continuous basis. The Management Board meets regularly, generally every other week. Management Board resolutions are required to be unanimous.

The Management Board collaborates closely with the Supervisory Board. It is the joint task of the Management Board and Supervisory Board to ensure an adequate supply of information to the Supervisory Board. The Management Board notifies the Supervisory Board in a regular, timely and comprehensive manner of all issues of relevance to the Company and the Group as part of its reporting obligations pursuant to § 90 AktG. This includes strategy, planning, business performance, the risk situation, risk management, and compliance. The Management Board addresses deviations in business performance from the plans and targets set and provides clarification. Relevant documents for the decision-making process are made available to Supervisory Board members well in advance of the meetings. The Management Board requires the Supervisory Board's approval for specific transactions as set out in the Rules of Procedure.

Conflicts of interest

Members of the Management Board are committed to the interests of the Company. Their decision-making must not be guided by their own personal interests. While working for the Company, they are subject to a comprehensive non-compete clause and must not use business opportunities available to the Company or one of its subsidiaries for their personal gain. The members of the Management Board must not demand or accept remuneration or other benefits for themselves or other persons from third parties or grant unjustifiable benefits to third parties in connection with their position at the Company. Each member of the Management Board must disclose conflicts of interest immediately to the chairs of the Supervisory Board and Management Board and inform the other members of the Management Board accordingly. All transactions between the Company, its subsidiaries, Management Board members, or any persons or undertakings personally related to them, must conform to the standards applicable to transactions with non-related third parties. Any secondary gainful activities of Management Board members, specifically Supervisory Board mandates outside the Group, require the Supervisory Board's approval.  

Long-term succession planning

The Management Board, in cooperation with the Supervisory Board, ensures long-term succession planning. To this end, the Supervisory Board has developed a competence profile and diversity concept for members of the Management Board. Based on these guidelines, the Supervisory Board and the Management Board regularly analyse the Company's needs and contemplate long-term succession planning. In addition to contingency planning, the intention is also to ensure that the Company can contact suitable candidates at an early stage.

1.3 Supervisory Board

Composition

In accordance with the Articles of Association, the Supervisory Board of TeamViewer SE consists of eight members who are elected by the Annual General Meeting (AGM). With the exception of Hera Kitwan Siu, whose term of office runs until the end of the Annual General Meeting in 2026, all Supervisory Board members have been appointed until the end of the Annual General Meeting in 2027. Stefan Dziarski, who had been a member of the Supervisory Board since 2019, resigned from his position in December 2023 for personal reasons after consulting with the Supervisory Board.

As at 31 December 2023, the Company's Supervisory Board consisted of the following seven members:

• Ralf W. Dieter, Chairman of the Supervisory Board

• Dr Abraham Peled, Deputy Chairman of the Supervisory Board

• Dr Jörg Rockenhäuser, Member of the Supervisory Board

• Axel Salzmann, Member of the Supervisory Board
• Hera Kitwan Siu, Member of the Supervisory Board
• Swantje Conrad, Member of the Supervisory Board
• Christina Stercken, Member of the Supervisory Board

The Supervisory Board of TeamViewer SE has set itself concrete goals for its composition and has developed a competence profile and diversity concept for the entire body, which are explained in more detail below. Based on their knowledge, skills and professional experience, the members of the Supervisory Board should be able to fulfil the tasks of a Supervisory Board member in an internationally operating software company. Members should ensure that they have sufficient time to perform their duties diligently and that they generally comply with the maximum number of permissible mandates in accordance with recommendations C.4 and C.5 of the German Corporate Governance Code (GCGC). A Supervisory Board member should not be older than 75 years of age at the time of election and, as a rule, should not have been a member of the Supervisory Board for longer than ten years (see recommendations C.2 and C.3 GCGC).

Name	Date of initial appointment	Date of last appointment	End of term (always at the end of the ordinary AGM for the respective year or upon resignation)
Ralf W. Dieter	17 October 2022 (court-appointed)	24 May 2023	AGM 2027 (4 years)
Dr Abraham Peled	19 August 2019	24 May 2023	AGM 2027 (4 years)
Axel Salzmann	19 August 2019	24 May 2023	AGM 2027 (4 years)
Stefan Dziarski	19 August 2019	24 May 2023	11 December 2023 (effective date of resignation)
Dr Jörg Rockenhäuser	19 August 2019	24 May 2023	AGM 2027 (4 years)
Hera Kitwan Siu	26 November 2021	17 May 2022	AGM 2026 (4 years)
Swantje Conrad	24 May 2023	24 May 2023	AGM 2027 (4 years)
Christina Stercken	24 May 2023	24 May 2023	AGM 2027 (4 years)

Overview of the terms of office of Supervisory Board members

Targets for Supervisory Board composition

The Supervisory Board pays particular attention to diversity when composing the Board as a whole. Members must complement each other in terms of their personal and professional backgrounds, experience, and expertise to ensure that the Board in its entirety can draw upon the widest possible range of experience and specialised knowledge. The composition of the Supervisory Board must ensure at all times that its members possess the combined knowledge, abilities and professional experience required to properly perform the duties of a supervisory board body. According to § 100 (5) AktG, the Supervisory Board as a whole must also be familiar with the sector in which TeamViewer SE operates. In addition, at least one Supervisory Board member must have expertise in the field of accounting, and at least one other Supervisory Board member must have expertise in the field of auditing. The competence profile of the Supervisory Board should also include expertise in issues of sustainability important to the Company. Election

proposals of the Supervisory Board to the Annual General Meeting take these composition objectives into account while striving to fulfil the competence profile for the entire body.

The Supervisory Board elects a chair from among its members who coordinates the work of the Supervisory Board and represents the interests of the Supervisory Board externally. The chair of the Supervisory Board holds discussions with investors on topics specific to the Supervisory Board within an appropriate framework. The chair of the Supervisory Board is informed immediately by the chair of the Management Board of important events of material importance for the assessment of the Company's situation, development, and management. The Supervisory Board chair then informs the Supervisory Board and, if necessary, convenes an extraordinary meeting of the Supervisory Board. Outside of meetings, the Supervisory Board chair maintains regular contact with the Management Board, and particularly with the chair of the Management Board, to discuss the Company's strategy, business development, risk situation, risk management, and compliance.

Competence profile

The Supervisory Board, in its entirety, should cover all of the fields of competence required for the effective performance of its duties. These include in-depth knowledge and experience, particularly

• in the management of an internationally operating company, ideally in the areas of software, SaaS or technology;
• in supervisory board positions at home or abroad;
• in the areas of strategy and innovation;
• in the corporate development of an internationally operating company;
• in accounting, reporting and auditing, financial reporting, controlling/risk management, and internal control procedures;
• in corporate governance and compliance; and
• in Company-relevant sustainability issues.

Expertise in the field of accounting encompasses special knowledge and experience in the application of accounting principles and internal control and risk management systems. Expertise in the field of auditing encompasses special knowledge and experience in the auditing of financial statements. Accounting and auditing also include the reporting for the sustainability report, as well as its audit and confirmation.

In the opinion of the Supervisory Board, the competence profile is fully met by the Board's current composition.

In accordance with recommendation C.1 GCGC, the table that follows contains an overview of the competence and experience of the members of the Supervisory Board.

Qualifications matrix

Areas of competence	Ralf W. Dieter	Dr Abraham (Abe) Peled	Axel Salzmann	Dr Jörg Rockenhä user	Hera Kitwan Siu	Swantje Conrad	Christina Stercken
Member of the Supervi sory Board since	October 2022	August 2019	August 2019	August 2019	November 2021	May 2023	May 2023
Nationality	German	American	German	German	Hong Kong Chinese	German	German
Interna tional leadership
Industry (Software/ SaaS, IT, dig italisation)
Strategy and innova tion
Corporate develop ment
Accounting and financial reporting
Financial statement auditing
Corporate govern ance/ compliance
Supervisory Board activities
Sustainabil ity/ESG

Fundamental knowledge/experience

Advanced knowledge/experience; at least one existing or previous management position at a large company

Numerous years of professional experience at listed companies; several management positions

Independence

The Supervisory Board attaches particular importance to the independence of its members and ensures comprehensive compliance with the relevant recommendations of the GCGC on the independence of Supervisory Board members. The Supervisory Board shall take due account of the ownership structure and is of the opinion that the Supervisory Board, in accordance with recommendation C.1.6 GCGC, should include at least two shareholder representatives who are independent of the Company, its Management Board and a controlling shareholder, as defined by recommendation C.6 GCGC. In the assessment of the Supervisory Board, Mr Dieter, Mr Peled, Mr Salzmann, Ms Siu, Ms Conrad and Ms Stercken are independent members as defined by recommendations C.6 and C.9 GCGC. All members

are considered independent of the Company and of the Management Board in accordance with recommendation C.7 GCGC. The Chairman of the Supervisory Board, Ralf W. Dieter, is also independent in accordance with recommendation C.10 GCGC.

Diversity

The Supervisory Board shall reflect a balanced degree of diversity, particularly with regard to the internationality of its members and their professional experience and know-how, as well as to the proportion of women on the Supervisory Board. In order to reflect the international character of the Company, the Supervisory Board should, in principle, have at least two international members with global management or entrepreneurial experience. The Company's targets with regard to women on the Supervisory Board and the status of their achievement are discussed in the corresponding comments (Chapter 10.4 of the 2023 Annual Report) on the targets for the participation of women in management positions. Furthermore, the Supervisory Board believes that a balanced level of diversity is ensured in its current composition.

The Supervisory Board is convinced that such a composition ensures independent and efficient advice to and supervision of the Management Board. Therefore, the future nomination proposals of the Supervisory Board to the Annual General Meeting shall take into account the aforementioned objectives regarding its composition and, at the same time, strive to meet the competence profile and diversity concept objectives.

Duties

The Supervisory Board regularly advises and monitors the Management Board in the management of the Company. It is required to be involved in decisions of fundamental importance to the Company. Monitoring and advice also encompass sustainability issues.

By resolution of 19 August 2019, including the latest supplement by the resolution of 1 December 2022, the Supervisory Board has adopted Rules of Procedure in accordance with § 11 (1) of the Company's Articles of Association and made them available on TeamViewer's website. The Supervisory Board conducts its business in accordance with the statutory provisions, the Articles of Association and the Rules of Procedure. It shall work closely for the benefit of the Company and in a spirit of trust with the Company's other corporate bodies, particularly with its Management Board. The Supervisory Board has defined the transactions requiring its approval in the Rules of Procedure for the Management Board.

According to its Rules of Procedure, the Supervisory Board must hold at least two meetings per calendar half-year. The Supervisory Board also meets regularly without the Management Board. Additional meetings must be convened if this is necessary in the interest of the Company or if the convening of a meeting is requested by a member of the Supervisory Board or Management Board, stating the purpose and reason. Further information on the meetings of the Supervisory Board during the fiscal year can be found in the Report of the Supervisory Board.

Conflicts of interest

The members of the Supervisory Board are obliged to act exclusively in the interests of the Company. In making their decisions, they may neither pursue personal interests nor take advantage of business opportunities to which the Company or one of its subsidiaries is entitled to themselves or third parties. Each member of the Supervisory Board is obliged to disclose any conflicts of interest to the Supervisory Board and provide information on any conflicts of interest that have arisen and how they have been dealt with in its report to the Annual General Meeting. Material and not merely temporary conflicts of interest involving a Supervisory Board member shall result in the termination of that member's mandate. Members of the Supervisory Board shall not exercise any executive or advisory functions for significant competitors of the Company. Advisory agreements and other contracts with the Company for services or work to be concluded by a Supervisory Board member require the Supervisory Board's approval.

Committees

In order to perform its duties efficiently, the Supervisory Board has formed an Audit Committee and a Nomination and Remuneration Committee from among its members. These committees each consist of at least three members. The Supervisory Board is to receive regular reports on the work and the results of the discussions in the committees.

Audit Committee

The Audit Committee is specifically responsible for preparing the decision of the Supervisory Board on the adoption of the annual financial statements and the approval of the consolidated financial statements; monitoring the accounting and the accounting processes; overseeing the effectiveness of the internal control system, the risk management system and the internal audit system; and dealing with audit and compliance issues. Accounting comprises mainly the consolidated financial statements and the groupmanagement report (including non-financial reporting), interim financial information and separate financial statements in accordance with the German Commercial Code (HGB). The Audit Committee is also responsible for all issues related to sustainability.

The Audit Committee prepares the decision of the Supervisory Board to recommend a particular auditor and monitors the auditor's independence. In accordance with recommendation D.8 GCGC, the Audit Committee agrees with the auditor that the auditor shall inform the committee without delay of all findings and events of importance to the auditor's duties that come to the auditor's attention during the performance of the audit. Furthermore, in accordance with recommendation D.9 GCGC, the Audit Committee agrees with the auditor that the auditor will inform the committee and make a note in the audit report if, during the performance of the audit of the financial statements, the auditor discovers facts that show a misstatement in the declaration of conformity with the GCGC issued by the Management Board and the Supervisory Board. The Audit Committee discusses the assessment of the audit risk, the audit strategy and planning, as well as the audit results, with the auditor of the financial statements. The chair of the Audit Committee periodically discusses the progress of the audit with the auditor and reports to the committee. The Audit Committee also regularly consults with the auditor without the Management Board.

The Audit Committee also deals with the additional services provided by the auditor, the determination of the audit's focus, the fee agreement, and awards the audit mandate. The Audit Committee regularly assesses the quality of the audit and discusses the half-year and quarterly reports with the Management Board prior to their publication. The Chair of the Audit Committee, Swantje Conrad, is independent as per the definition in recommendations C.10 and D.4 GCGC and has special knowledge and experience in the application of accounting principles and internal control and risk management systems, as well as in the auditing of the financial statements. The accounting and auditing of the financial statements also include non-financial reporting and the audit of this reporting. Members of the Audit Committee Axel Salzmann, Hera Kitwan Siu and Christina Stercken also possess special knowledge in the field of accounting and auditing.

The Audit Committee as at 31 December 2023 consisted of the following members: Swantje Conrad (Chair), Axel Salzmann, Hera Kitwan Siu and Christina Stercken. For information on the meetings of the Audit Committee during the fiscal year, please refer to the statements in the Report of the Supervisory Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee prepares the Supervisory Board's proposals for the Annual General Meeting concerning the election of Supervisory Board members, reviews all aspects of remuneration and employment conditions for the Management Board and makes recommendations to the Supervisory Board regarding the conclusion, amendments and termination of employment contracts. If necessary, the Nomination and Remuneration Committee is permitted to commission an independent review of the remuneration principles as well as the remuneration packages paid to the Management Board members. It shall present an assessment of the performance of the Management Board and make a recommendation to the Supervisory Board on the terms of employment and remuneration of the Management Board.

As at 31 December 2023, the Nomination and Remuneration Committee consisted of the following members: Dr Abraham (Abe) Peled (Chair), Ralf W. Dieter, Axel Salzmann and Dr Jörg Rockenhäuser. The Chair of the Nomination and Remuneration Committee, Dr Abraham (Abe) Peled, is independent as defined by recommendation C.10 GCGC. For information on the meetings of the Nomination and Remuneration Committee during the fiscal year, please refer to the statements in the Report of the Supervisory Board.

Self-assessment

In accordance with recommendation D.12 GCGC, the Supervisory Board regularly assesses, at least once every two years, how effective the Supervisory Board as a whole and its committees fulfil their tasks. In addition to qualitative criteria, which are to be defined by the Supervisory Board, this self-assessment focuses on the procedures of the Supervisory Board and its committees, the flow of information between the committees and the plenum, and the timely and sufficient provision of information to the Supervisory Board and its committees. Recently, the Supervisory Board conducted a comprehensive self-assessment at its meeting on 1 December 2022. First, a detailed questionnaire was evaluated, and based on this evaluation, the members of the Supervisory Board carried out a detailed discussion and evaluation of all topics deemed to be relevant.

Other supervisory board mandates held by Supervisory Board members

The following table lists the additional mandates held by members of the TeamViewer SE Supervisory Board on supervisory boards and comparable control bodies as at 31 December 2023.

Member of the Supervisory Board	Mandate pursuant to § 125 (1) sentence 5 AktG
Ralf W. Dieter Entrepreneur	Member of the Supervisory Board of Körber AG (non-listed company)
	Member of the Supervisory Board of Schuler Group GmbH (non-listed company)
	Chair of the Advisory Board of ADAMOS GmbH until May 2023 (non-listed company)
	Chair of the Advisory Board of Dantherm Group A/S (non-listed company)
	Member of the Advisory Board of Leadec Holding BV (non-listed company)
Dr Abraham Peled Partner Peled Ventures Industrial Advisor	Chair of the Management Board of CyberArmor Ltd. (non-listed company)
Dr Jörg Rockenhäuser Partner and Chairman at Permira	Member of the Advisory Board of Best Secret GmbH (formerly Schustermann & Borenstein GmbH) (non-listed company)
	Chair of the Advisory Board of Neuraxpharm Arzneimittel GmbH (non-listed company)
	Member of the Advisory Board of Engel & Völkers Holding GmbH (non-listed company)
Axel Salzmann CFO BestSecret Group	None
Hera Kitwan Siu Consultant	Member of the Administrative Board of Goodyear Tire & Rub ber Company (listed company)
	Member of the Administrative Board of Vallourec S.A. (listed company)
	Member of the Administrative Board of ASMPT Limited (listed company)
Swantje Conrad	Member of the Supervisory Board of RENK GmbH (non-listed company)

Member of the	Mandate pursuant to § 125 (1) sentence 5 AktG
Supervisory Board
Independent Consultant and Supervisory Board Member	Member of the Supervisory Board of RENK Group AG (non-listed company)
	Member of the Administrative Board of CT Private Equity Trust Plc (listed company)
Christina Stercken Independent Consultant and Supervisory	Member of the Board of Directors of Landis&Gyr Group AG (listed company)
Board Member	Member of the Board of Directors of Ansell Ltd. (listed company)

1.4 Targets for the participation of women in executive positions

TeamViewer's Supervisory Board and Management Board are very conscious of the special importance of diversity in filling supervisory and executive positions and particularly of ensuring the appropriate participation of women in these positions. Accordingly, the Supervisory Board and Management Board pay particular attention to diversity when filling executive roles at the Company and aim to increase the participation of women on the Supervisory Board and Management Board, as well as in the management levels below the Management Board 1 in the medium term. The table below provides an overview of the targets set for the participation of women in the respective management levels and the status of implementation.

	As of 31 December 2023	Target	To be reached by
Supervisory Board	42.86 %	37.50 %
	(or 3 of 7 members)	(or 3 of 8 members)	31 December 2027
Management Board	25.00 %	25.00 %
	(or 1 of 4 members)	(or 1 of 4 members)	31 December 2027
Senior Leadership Team (SLT)	28.57 %	33.33 %
	(or 2 of 7 members)	(or 2 of 6 members)	31 December 2027
All other executive positions in	33.65 %	35.07 %
the Group worldwide	(or 71 of 211 members)	(or 74 of 211 members)	31 December 2027

The target quotas for women's participation of 25 % for the Management Board, 33 % for the Supervisory Board and 33 % for management positions in the Group worldwide to be met by 31 December 2023 were all met or exceeded.

¹ As the Group parent company, TeamViewer SE has no employees of its own and therefore no management levels below the Management Board within the meaning of § 76 (4) sentence 1 of the German Stock Corporation Act (AktG). TeamViewer has set the following targets for women in management positions below the Management Board on a voluntary basis and includes all employees in the Group worldwide in its assessment. Until 2023, the two levels below the Management Board were considered uniformly.

1.5 Declaration by the Management Board and the Supervisory Board of TeamViewer SE regarding the recommendations of the Government Commission German Corporate Governance Code pursuant to § 161 German Stock Corporation Act (AktG)

The Management Board and the Supervisory Board of TeamViewer SE declare that, since its last declaration dated December 2022, TeamViewer SE has complied with all recommendations of the German Corporate Governance Code in its version of 28 April 2022, published by the Federal Ministry of Justice and Consumer Protection on 27 June 2022 in the official section of the Federal Gazette (Bundesanzeiger) (the "Code"), and intends to comply with all recommendations of the Code in the future.

Göppingen, December 2023

The Management Board Oliver Steil Michael Wilkens Mei Dent Peter Turner

On behalf of the Supervisory Board Ralf W. Dieter

1.6 Financial reporting and audit of financial statements

TeamViewer SE prepares its consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board (IASB) and the interpretations of the IFRS Interpretation Committee (IFRS IC) as applicable in the EU, and additionally the applicable commercial and stock corporation regulations pursuant to § 315e (1) of the German Commercial Code (HGB). The annual financial statements of TeamViewer SE are prepared in accordance with the principles of the HGB. The annual financial statements of TeamViewer SE, the consolidated financial statements and the group management report, which are combined with the Company's management report, are drawn up by the Management Board and audited by the independent auditors and the Supervisory Board. The independent auditors take part in the deliberations of the Audit Committee and the Supervisory Board about the annual financial statements and consolidated financial statements, report on the audit process and its results and are at hand to answer questions and provide additional information. The independent auditor for the 2023 fiscal year is PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC), Stuttgart, Germany.

1.7 Compliance

Compliance means that all business processes are in line with all relevant laws and internal company regulations.

Compliance culture

Compliance is an essential pillar of TeamViewer's corporate culture. Clearly defined compliance requirements are further deepened by an internal training programme. The aim is to raise the awareness of compliance-relevant issues in the entire organisation so that all actions are based on legal requirements, norms, international standards, and internal guidelines.

Compliance management system

The TeamViewer Group has a compliance management whose central component is a compliance management system (CMS) aligned to the Group's risk situation. The CMS covers all necessary measures and processes to ensure conformity with the law and internal regulations. It is largely based on the internal Code of Conduct of the TeamViewer Group.

Compliance organisation

The Group-wide compliance organisation is responsible for reviewing, complying with and, if necessary, improving compliance processes, in addition to assessing and mitigating compliance risks. The Compliance Board, headed by the Compliance Office, is the central body of the compliance organisation and reports to the Management Board and the Audit Committee of the Supervisory Board.  

Code of Conduct

The Code of Conduct establishes a binding framework for ethical behaviour in the business environment. It describes the goal communicated by the Management Board to practice integrity and transparency and comply with applicable laws and regulations as the basis for all decision-making.

Essentially, the Code of Conduct contains regulations on internal dealings with each other, dealings with business partners, combating corruption and behaving responsibly with regard to security, confidentiality, and the environment.

In addition, the Code of Conduct serves as a framework for other important internal guidelines and procedures, including in the areas of data protection and IT security.

TeamViewer is very proud of the diversity of its workforce. The Company employs people of different ages and genders who differ in their nationality, family status, social and ethnic background, sexual orientation, physical and other personal characteristics. Freedom of expression is just as important as the acceptance of all political and religious beliefs. Nevertheless, TeamViewer does not tolerate extremist thinking, offensive behaviour, or propaganda in any way. In this context, TeamViewer does not support or favour any political organisations.

Working together with the Compliance Board, the Compliance Office checks that the regulations of the Code of Conduct are up-to-date and applicable. It also serves as the central point of contact for all compliance-related issues.

The Code of Conduct is published on the TeamViewer website.

Further compliance documents and guidelines

TeamViewer also expects its business partners to act in accordance with laws and ethical standards to ensure compliance throughout the value chain.

Following the Code of Conduct, TeamViewer has therefore established the Business Partner & Supplier Code of Conduct, which is a code for its suppliers and business partners.

Secondary policies supplement the internal compliance framework and include the following:

• Anti-Bribery & Corruption Policy
• Anti-Money Laundering Policy
• Antitrust and Fair Competition Policy
• Data Protection Privacy Handbook
• Diversity & Inclusion Policy
• Group Security Dealings Code
• Health & Safety Policy
• IT Security policies
• Trade Controls and Sanctions Policy
• Travel Policy

All policies and guidelines are reviewed regularly and adjusted when necessary. Training events for all employees, instructions by email and Group-wide meetings ensure that the guidelines are up-to-date and adhered to. Job-specific policies and procedural guidelines supplement the set of rules.

TeamViewer also supports international standards designed to protect human rights. Together with the Code of Conduct, all of the recent global and applicable regulations have been recognised. Further details on TeamViewer's commitment can be found in the 2023 Non-financial Report.

Compliance reporting channels

All employees have various channels at their disposal to report compliance violations or anomalies. The first contact partner is the line manager. Employees also have the option of notifying the Compliance Office via a separate, dedicated email account or contacting one of the two people at the Trust Council. A whistleblower and complaints system (SpeakUp) is also available, giving employees and external whistleblowers worldwide the opportunity to report rule violations anonymously. The Company is also in constant exchange with external stakeholders to promote comprehensive compliance through an open dialogue.

All reports are investigated and promptly evaluated. Suitable measures and sanctions are determined when necessary.

Risk management and internal control system

Through the integrated governance, risk and compliance approach, the Management Board has devised and implemented a framework for the management of TeamViewer to provide an appropriate and effective internal control and risk management system. The measures implemented within this framework are also geared to the effectiveness and appropriateness of the internal control and risk management system and are outlined in more detail in the opportunity and risk report of the 2023 Annual Report. Within the framework and statutory requirements, the approach is accompanied by independent oversight and audits, especially the audits conducted by the internal audit function and its reports to the Management Board and the Audit Committee of the Supervisory Board.

From its examination of the internal control and risk management system and the reports of the internal audit function, the Management Board is not aware of any circumstances that undermine the appropriateness and efficacy of these systems.

1.8 Managers' transactions

TeamViewer SE provides information about transactions carried out by members of the Management Board and Supervisory Board, as well as by the natural persons and legal entities closely related to them, in accordance with § 19 of the EU Market Abuse Regulation (MAR). These transactions can be viewed within the legally prescribed time periods on the Company website.  

In the 2023 fiscal year, TeamViewer SE was notified of five transactions pursuant to § 19 MAR. These transactions are listed on TeamViewer's IR website.