TeamViewer AG

Governance Information • Mar 21, 2025

$\square$ TeamViewer

Corporate Governance Statement 2024

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 $\S 315 \mathrm{~d}$ in conjunction with $\S 289 \mathrm{f}$ 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 23 of the GCGC.

The corporate governance report is also publicly accessible at all times on the TeamViewer website, along with additional information on corporate governance.

2 Remuneration Report/ remuneration system

The remuneration report, the auditor's statement pursuant to § 162 AktG, the applicable remuneration system pursuant to § 87a (1) and (2) Sentence 1 AktG, and the most recent remuneration resolution pursuant to § 113 (3) AktG are publicly accessible on the TeamViewer website. ${ }^{5}$

3 Composition and work methods of the Management Board and Supervisory Board

TeamViewer is a European stock corporation operating under a dual board system, which stipulates a clear separation of personnel and functions between the Management Board and the Supervisory Board. Both bodies collaborate closely in the best interest of the Company.

The governance and oversight of the TeamViewer Group are primarily shaped by statutory regulations, the Company's Articles of Association, the Rules of Procedure for both the Management Board and Supervisory Board, and the German Corporate Governance Code (GCGC).

Management Board

Composition

In accordance with the TeamViewer SE Articles of Association, the Management Board is appointed and dismissed by the Supervisory Board. As of 31 December 2024, the TeamViewer SE Management Board consisted of the following four members:

• Oliver Steil, member of the Management Board of TeamViewer SE and Chair of the Management Board (CEO), appointed until October 2028. Mr. Steil has served as the 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 2027. Mr. Wilkens has been a member of the Management Board of TeamViewer SE and CFO of the TeamViewer Group since September 2022.

[^0]
[^0]: ${ }^{5}$ The TeamViewer website is available at https://n teamviewer.com

• 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. He resigned from his mandate with effect on 31 January 2025.
• Mel Dent has been appointed as a member of the Management Board of TeamViewer SE and Chief Product and Technology Officer (CPTO) until December 2027. She has been a member of the Management Board of TeamViewer SE and CPTO of the TeamViewer Group since August 2023.

Duties

The Management Board conducts the Company's business under its own responsibility. It is obligated to act in the Company's best interest and is committed to sustainably increasing its value. It defines the strategic direction, including the sustainability strategy, aligns it regularly with the Supervisory Board, and ensures its implementation.

The Management Board identifies and assesses the risks and opportunities associated with social and environmental factors, as well as the ecological and social impacts of the Company's operations. The corporate strategy takes a balanced approach in its consideration of the long-term economic objectives as well as environmental and social objectives. Corporate planning incorporates both financial targets and sustainability-related targets. The Management Board is responsible for ensuring compliance with legal requirements and internal policies and actively promotes adherence to them within the Company.

The fundamental principles of corporate management, cooperation within the Management Board, and information sharing with the Supervisory Board are outlined in the Rules of Procedure for the Management Board. The Management Board conducts the Company's business with the diligence of a prudent and responsible manager, in accordance with legal provisions, the Articles of Association, and the Rules of Procedure. It works in a collaborative and faithful manner with the Company's other governing bodies.

The members of the Management Board share joint responsibility for the Company's management. Each Management Board member independently oversees their assigned business area, as defined in the business allocation plan, and acts on their own authority. The Management Board members collaborate in a collegial manner, continuously consulting and informing one another. Management Board meetings are held regularly, typically every two weeks. All Management Board resolutions must be unanimous.

The Management Board maintains a close working relationship with the Supervisory Board. Ensuring the timely and sufficient flow of information to the Supervisory Board is a shared responsibility of both governing bodies. As part of its reporting obligations under $\S 90$ of the

German Stock Corporation Act (AktG), the Management Board regularly, promptly, and comprehensively updates the Supervisory Board on all Company- and Group-relevant matters, including strategy, planning, business performance, risk situation, risk management, and compliance. It also provides explanations for any deviations in business performance from the established plans and objectives. Decision-critical documents are provided to the Supervisory Board members in a timely manner prior to meetings. For certain transactions defined in the Rules of Procedure, the Management Board must obtain the approval of the Supervisory Board.

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 digitalization
• 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 regarding 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.

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 analyze 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.

Memberships in statutory supervisory boards and comparable domestic and international control bodies

Oliver Steil is a member of the Advisory Board of Quest One GmbH (formerly H-TEC System GmbH) in Augsburg, Germany. In connection with the TeamViewer Group's minority interests in the respective companies, he is also a member of the Board of Directors of RealWear Inc. in Vancouver, USA, a member of the Advisory Board of Cybus GmbH in Hamburg, Germany, and a member of the Board of Directors of Sight Machine, Inc. in San Francisco, U.S.

There are no further memberships of Management Board members in statutory supervisory boards or comparable domestic and foreign control bodies.

Supervisory Board

Composition

The Supervisory Board of TeamViewer SE consists of eight members, as stipulated in the Articles of Association, who are elected by the Annual General Meeting (AGM). With the exception of Ms. Hera Kitwan Siu, whose mandate runs until the end of the AGM in 2026, and Dr. Joachim Heel, whose mandate runs until the end of the AGM in 2028, all other Supervisory Board members have been appointed until the conclusion of the AGM in 2027.

As of 31 December 2024, the Company's Supervisory Board consisted of the following eight members:

• Ralf W. Dieter, Chair of the Supervisory Board
• Dr. Abraham Peled, Deputy Chair of the Supervisory Board
• Swantje Conrad, Supervisory Board member
• Dr. Joachim Heel, Supervisory Board member
• Dr. Jörg Rockenhäuser, Supervisory Board member
• Axel Salzmann, Supervisory Board member
• Hera Kitwan Siu, Supervisory Board member
• Christina Stercken, Supervisory Board member

The Supervisory Board of TeamViewer SE has set concrete goals for its composition and 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 fulfill 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).

Overview of the terms of office of Supervisory Board members
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 appointment)	24 May 2023	AGM 2027 (4 years)
Dr. Abraham Peled	19 August 2019	24 May 2023	AGM 2027 (4 years)
Swantje Conrad	24 May 2023	24 May 2023	AGM 2027 (4 years)
Dr. Joachim Heel	7 June 2024	7 June 2024	AGM 2028 (4 years)
Axel Salzmann	19 August 2019	24 May 2023	AGM 2027 (4 years)
Dr. Jörg Rockenhäuser	19 August 2019	24 May 2023	31 December 2024 (effective date of resignation)
Hera Kitwan Siu	26 November 2021	17 May 2022	AGM 2026 (4 years)
Christina Stercken	24 May 2023	24 May 2023	AGM 2027 (4 years)

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 specialized 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 $\S 100$ (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 fulfill 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 material events 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 following areas:

• The management of an internationally operating company, ideally in the areas of software, SaaS or technology.
• Supervisory board positions at home or abroad.
• Strategy and innovation.
• Corporate development of an internationally operating company.
• Accounting, reporting and auditing, financial reporting, controlling/risk management, and internal control procedures.
• Corporate governance and compliance.
• 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 as of 31 December 2024.

Qualifications matrix

Mandate details	Member since	October 2022	August 2019	May 2023	June 2024	August 2019	August 2019	November 2021	May 2023
	Elected until Annual General Meeting	2027	2027	2027	2028	31 Dec 2024 (effective date of resignation)	2027	2026	2027
	Position on Supervisory Board	Non-executive Chairperson	Non-executive Deputy Chairperson	Non-executive	Non-executive	Non-executive	Non-executive	Non-executive	Non-executive
Diversity	Nationality	German	American	German	German	German	German	Hong Kong Chinese	German
	Male/Female	M	M	F	M	M	M	F	F
	Year of birth	1961	1945	1965	1965	1966	1958	1959	1958
Membership on committees	Nomination and Remuneration Committee	Member	Chair			Member	Member
	Audit Committee			Chair			Member	Member	Member
Compliance with GCGC and AktG	Independent	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
	No overboarding	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
	Financial expert			Yes		Yes	Yes		Yes
Competencies	International Corporate Governance	$<$ <	$<$ <	$<$ <	$<$ <	$<$ <	$<$ <	$<$ <	$<$ <
	Industry (software/ SaaS, IT, digitalization) ${ }^{3}$	$<$ <	$<$ <	$<$	$<$ <	$<$	$<$	$<$ <	$<$
	Strategy and innovation	$<$ <	$<$ <	$<$ <	$<$ <	$<$	$<$	$<$ <	$<$ <
	Corporate development	$<$ <	$<$ <	$<$ <	$<$ <	$<$ <	$<$ <	$<$ <	$<$ <
	Accounting and reporting	$<$	$<$	$<$ <	$<$ <	$<$ <	$<$ <	$<$	$<$ <
	Financial auditing	$<$	$<$	$<$ <	$<$	$<$	$<$ <	$<$	$<$
	Corporate governance/ Compliance	$<$ <	$<$	$<$ <	$<$ <	$<$	$<$ <	$<$	$<$ <
	Supervisory Board activities	$<$ <	$<$ <	$<$ <	$<$ <	$<$ <	$<$ <	$<$ <	$<$ <
	Sustainableability/ESG	$<$	$<$	$<$	$<$	$<$	$<$	$<$ <	$<$ <

[^0]
[^0]: $\checkmark \quad$ Basic knowledge/experience
$<$ Advanced knowledge/experience; at least one current or previous leadership position in a large company
$<$ < $\checkmark$ Longstanding experience in public's traded companies; multiple leadership positions
${ }^{3}$ Includes expertise in the field of cybersecurity.

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, Mr. Heel, 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 Chairperson 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 following chapter in the corresponding comments 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 group management 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, and 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 of 31 December 2024 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 of 31 December 2024, 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 fulfill 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 in December 2024. 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 of 31 December 2024.

Supervisory Board member	Mandate in accordance with § 125 (1) page 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 Dantherm Group A/S (non-listed company) Member of the Advisory Board of Leader Holding BV (non-listed company)
Dr. Abraham Peled Partner Peled Ventures	Chair of the Management Board of CyberArmor Ltd. (non-listed company)
Dr. Jörg Rockenhäuser Partner and Chairperson of the DACH region and member of the Global Investment Committee at Permira	Member of the Advisory Board of Best Secret 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)

Supervisory Board
member
Axel Salzmann
CFO BestSecret Group
Hera Kltwan Siu Consultant

Swantje Conrad
Independent Consultant and Supervisory Board Member

Christina Stercken

Independent Consultant and Supervisory Board Member

Mandate in accordance with $\S 125$ (1) page 5 AktG

None

Member of the Board of Directors of Goodyear Tire \& Rubber Company (listed company)
Member of the Board of Directors of Vallourec S.A. (listed company)
Member of the Board of Directors of ASMPT Limited (listed company)
Member of the Administrative Board of CT Private Equity Trust Plc (listed company)

Member of the Board of Directors of Landis\&Gyr Group AG (listed company)
Member of the Board of Directors of Ansell Ltd. (listed company)

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 ${ }^{2}$ in the medium term. The Senior Leadership Team (SLT) constitutes the first management tier of the Group, directly below the Management Board. The second management tier includes all other leaders across the Group worldwide. All of these individuals are authorized to direct others through instructions or hold a minimum classification at the management level of "Team Lead." The following table presents an overview of the established target quotas for female representation at the respective management levels.

	As at 31 Dec 2024	Target	To be reached by
Supervisory Board	$37.50 \%$ (or 3 of 8 )	$37.50 \%$ (or 3 of 8 )	31 December 2027
Management Board	$25 \%$ (or 1 of 4 )	$25 \%$ (or 1 of 4 )	31 December 2027
Senior Leadership Team (SLT)	$40 \%$ (or 2 of 5 )	$33 \%$ (or 2 of 6 )	31 December 2027
All other executive positions in the	$29 \%$ (or 69 of 240 )	$35 \%$ (or 74 of 211 )	31 December 2027

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 AktG

The Management Board and the Supervisory Board of TeamViewer SE declare that, since its last declaration dated December 2024, TeamViewer SE has complied with all recommendations of the German Corporate Governance Code in its version of 28 April 2022, published by the German Federal Ministry of Justice and Consumer Protection on 27 June 2022 in the official section of the German Federal Gazette (Bundesanzeiger) (the "Code"), and intends to comply with all recommendations of the Code in the future.

Göppingen, December 2024
The Management Board
Oliver Steil
Michael Wilkens
Mei Dent
Peter Turner
On behalf of the Supervisory Board
Ralf W. Dieter

[^0]
[^0]: ${ }^{2}$ TeamViewer SE, as the parent company of the Group, has no employees of its own and therefore no management levels below the Management Board within the meaning of Section 76 (4) Sentence 1 AktG. TeamViewer has voluntarily set the following target quotas for women in leadership positions below the Management Board and includes all employees within the Group worldwide in this assessment.

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 $\S 315 \mathrm{e}$ (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 2024 fiscal year is PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC), Stuttgart, Germany.

7 Compliance

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

Compliance Culture

In an increasingly complex business environment, TeamViewer places great importance on making the right decisions and upholding ethical principles. Alongside its core values of integrity and transparency, TeamViewer, as a global company, is committed to complying with applicable laws and regulations worldwide. Beyond legal compliance, the Company also strives to ensure that its business practices reflect its own high internal standards for ethical and responsible conduct. As a result of this commitment, TeamViewer has received strong ratings from ESG agencies, confirming its compliance management meets industry standards and outperforms the average of comparable companies. TeamViewer remains dedicated to continuously enhancing the Group's sustainability management to further improve these ratings.

A central pillar of TeamViewer's corporate culture is its embedded Compliance Management System, whose clearly defined guidelines are both distributed in written form to all employees worldwide for their acknowledgement and reinforced through an internal training program. The goal is to permanently raise awareness throughout the entire organization regarding compliance-related matters, ensuring that all actions are consistently aligned with legal requirements, norms, international standards, and internal policies.

Compliance Management System

TeamViewer Group's Compliance Management System is aligned with the Group's risk profile using a risk-based approach. The Compliance Management System encompasses all necessary measures and processes to ensure compliance with laws and internal regulations. It is largely based on the Company's internal Code of Conduct, the TeamViewer Group's Code of Ethics.

Compliance organization

The Group-wide Compliance Organization is responsible for reviewing, ensuring compliance with, and updating compliance processes as needed, as well as for assessing and mitigating compliance risks. The Compliance Board, led by the Compliance Office, serves as the central body of the Compliance Organization and reports to the Management Board and the Audit Committee of the Supervisory Board. The overview that follows provides insights into TeamViewer's Compliance Organization.

Code of Conduct
TeamViewer's Code of Conduct establishes a binding framework for ethical conduct in the business environment. It outlines the goal communicated by the Management Board to apply integrity, transparency, and compliance with applicable laws and regulations as the foundation for all decision-making.

Essentially, the Code of Conduct includes guidelines on internal interactions, relationships with business partners, anti-corruption measures, and responsibilities regarding security, confidentiality, and the environment. Additionally, it serves as a framework for other key internal policies and procedural instructions, including those related to data protection and IT security.

Together with the Compliance Board, the Compliance Office reviews the relevance and applicability of the Code of Conduct's regulations and serves as the central point of contact for all compliance-related inquiries.

TeamViewer considers it essential to make the right decisions and adhere to ethical principles in an increasingly complex business environment. In addition to corporate values such as integrity and transparency, TeamViewer, as a globally operating company, is
committed to complying with applicable laws and regulations worldwide. TeamViewer also strives to ensure that its business practices align with its own internal standards for ethical and responsible behavior. TeamViewer's commitment to these principles has earned it strong ratings from ESG agencies, reflecting the Company's performance in sustainability and responsible corporate governance. The company remains dedicated to continuously improving these ratings and further advancing the Group's sustainability management in the future. The Code of Conduct and additional information are published on the TeamViewer website and the Company's internal intranet.

Further compliance documentation and guidelines

TeamViewer also expects its business partners to comply with laws and ethical standards, ensuring compliance throughout the entire value chain. In alignment with the Code of Conduct, TeamViewer has introduced a Supplier and Business Partner Code of Conduct. This framework is further supplemented by subordinate policies.

All employees are required to adhere to TeamViewer's ethical and business principles, confirming their commitment in writing. TeamViewer conducts regular policy reviews and updates them as necessary. Awareness is strengthened through training sessions, emails,

and meetings, while function-specific policies and procedural guidelines further enhance the compliance framework.

TeamViewer upholds international human rights standards, including the European Convention on Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, the UN Global Compact, and the Universal Declaration of Human Rights. Alongside the Code of Conduct, these frameworks ensure compliance with all relevant regulations.

Employees have continuous access to policies, principles, and informational materials through the Group-wide intranet. External stakeholders can find details on TeamViewer's commitments and policies on the Company's website.

Compliance reporting channels

To report violations of applicable laws and regulations, internal policies, or irregularities, all TeamViewer employees have access to various reporting channels. The first point of contact is the employee's direct supervisor. Concerns can also be reported to the Compliance Office via a dedicated email account specifically set up for this purpose. In addition, a whistleblower and grievance system (SpeakUp) is always available, allowing both employees and external whistleblowers worldwide to anonymously report misconduct.

Information about reporting channels is available to employees via TeamViewer's intranet. All reports and notifications are treated confidentially. In no case do whistleblowers need to fear any retaliation. Additionally, TeamViewer maintains an ongoing dialogue with external stakeholders to promote comprehensive compliance through open exchange. All reported incidents are promptly investigated and evaluated. If necessary, appropriate measures and sanctions are implemented.

To ensure the continuous improvement and effectiveness of its Compliance Management System, TeamViewer integrates findings from audits, investigations, data analyses, and industry best practices into its compliance processes.

Risk management and internal control

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. As part of the implemented approach and the legal framework, independent monitoring and audits are also conducted, particularly through audits by Internal Audit and its reporting 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.

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 2024 fiscal year, TeamViewer SE was notified of four transactions pursuant to § 19 MAR. These transactions are listed on TeamViewer's Ifl website.

TeamViewer

TeamViewer SE
Bahnhofsplatz 2
73033 Göppingen
Germany
www.teamviewer.com