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Viscom AG Governance Information 2025

Mar 25, 2025

468_cgr_2025-03-24_a5b7823c-7c7c-4fea-a9d1-29e30a976aa8.pdf

Governance Information

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01

CORPORATE GOVERNANCE STATEMENT

Corporate governance statement in accordance with sections 289f, 315d HGB

The Executive Board and Supervisory Board of Viscom SE are committed to the principles of sound corporate governance. These principles are a crucial element of the modern capital market and are intended to strengthen the trust of investors and the public in the management and oversight of listed German companies. The principles of good corporate governance and control, i.e. aimed not solely at value added but also at responsibility and transparency, determine the actions of Viscom SE's management and supervisory bodies.

In accordance with section 289f HGB, Viscom SE's Executive Board, also on behalf of the Supervisory Board, reports on the company's corporate governance in this section.

Declaration in accordance with section 161 of the German Stock Corporation Act

The Executive Board and Supervisory Board of Viscom SE submitted the annual compliance statement in accordance with section 161 of the Aktiengesetz (AktG – German Stock Corporation Act) on 28 February 2025. It has been published and is permanently accessible in the "Company / Investor Relations / Corporate Governance" section of Viscom SE's website at www.viscom.com.

Wording of the 2025 compliance statement

Corporate governance is defined as the legal and de facto regulatory framework for managing and monitoring a company. The purpose of the German Corporate Governance Code (the Code) is to make the German corporate governance system clear and transparent. The Code sets out principles, recommendations and suggestions regarding the management and supervision of listed German companies that are recognised internationally and nationally as standards for sound and responsible company management. It promotes the trust of investors, customers, staff and the public in the management and oversight of listed German companies.

Section 161 AktG requires listed companies to declare once a year whether the recommendations of the Government Commission on the German Corporate Governance Code as published by the Federal Ministry of Justice have been complied with or which recommendations have not been or will not be followed ("comply or explain").

The following compliance statement for the past reporting period and the future refers to the recommendations by the Government Commission on the German Corporate Governance Code in the version dated 28 April 2022 as published by the Federal Ministry of Justice in the official section of the Bundesanzeiger (Federal Gazette) on 27 June 2022.

In accordance with section 161 AktG, the Executive Board and Supervisory Board of Viscom SE declare that the recommendations of the Government Commission on the German Corporate Governance Code (version dated 28 April 2022) have been and are complied with. The following recommendations have not been and will not be applied:

  1. There has not yet been a comprehensive, systematic identification and assessment of risks and opportunities or of the impact of social and environmental factors. Furthermore, ecological and social goals were not yet systematically taken into account in corporate strategy and planning or in the control and risk management system (past deviation from A.1, A.3 of the Code). A comprehensive and systematic integration of social and environmental factors into corporate management did not yet exist in the past reporting period. In the past reporting period, the Executive Board, in consultation with the Supervisory Board, set up a team to develop a coherent concept for integrating ESG factors, including their opportunities and risks as well as their ecological and social impacts, into corporate management in line with the

extended sustainability-related reporting obligations. In the coming reporting period, further sustainability-related targets will be defined and taken into account not only in the management remuneration system but also in the other areas of corporate governance, i.e. corporate strategy, corporate planning and the control and risk management system. The recommendations will thus be followed in the future.

  1. There is no age limit for members of the Executive Board. Accordingly, no age limit has been defined in the corporate governance statement (deviation from B.5 of the Code).

Any exclusion based solely on age does not appear expedient to the Executive Board and Supervisory Board, since the optimum composition of the Executive Board could thereby be prevented for merely formal reasons. The company is also committed to ensuring access to the expertise of experienced members of the Executive Board. An age limit in the Articles of Association or the Rules of Procedure therefore has been and is deemed unnecessary. Accordingly, an age limit has not been defined in the corporate governance statement.

  1. The Supervisory Board has not formed any committees, and in particular has not formed a nominations committee (deviation from D.3 sentence 5, D.4 of the Code); the Supervisory Board as a whole serves as the Audit Committee.

Given the circumstances specific to the company and the small number of its members, the Supervisory Board does not form any committees, in particular it does not form a nominations committee (deviation from D.4 of the Code).

The Supervisory Board consists of just three members. In the opinion of the Supervisory Board, the formation of committees is not expedient under the circumstances specific to the company and – unlike in larger governing bodies – does not

increase efficiency. All matters are addressed by all members of the Supervisory Board, meaning that the formation of additional committees is not considered necessary. Given that the Supervisory Board of Viscom SE is not subject to co-determination, a nominating committee comprising exclusively shareholder representatives is dispensable.

In accordance with the statutory regulation in section 107(4) sentence 2 AktG, the Supervisory Board as a whole, which consists of just three members, is also the Audit Committee, without the necessity of such a committee being established separately. The following recommendations, when having reference to committees, the audit committee or their members, therefore relate to the Supervisory Board as a whole and its members: C.10 of the Code (independence of the Chair of the audit committee), D.2 sentence 2 of the Code (list of committee members in the corporate governance statement), D.3 of the Code (requirements for the members of the audit committee and related disclosures in the corporate governance statement), D.7 of the Code (participation in committee meetings), D.10 (coordination between the audit committee and the auditor), D.12 of the Code (review of committees' effectiveness), G.17 of the Code (taking committee chairs and memberships into account regarding remuneration).

As the Supervisory Board as a whole is also the Audit Committee (section 107(4) sentence 2 AktG), Prof. Dr. Michèle Morner is the Chairwoman of this Audit Committee as well (deviation from D.3 S.5 of the Code).

The Supervisory Board believes that it can effectively perform the duties of the Audit Committee thanks to its size, as it comprises three members chaired by the independent member Prof. Dr. Michèle Morner who has specialised knowledge and experience in applying accounting policies and internal control processes.

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4. The Executive Board does not have a chairperson or spokesperson.

The Executive Board of Viscom SE does not have a chairperson or spokesperson. Where recommendations are addressed to the chairperson or spokesperson (D.5, E.2 of the Code), these are understood to refer to the Executive Board as a whole.

Given the size of the Executive Board, the Executive Board and the Supervisory Board believe that a chairperson is not required on a board with three members. In addition, stock corporation law is based on a principle of consensus, i.e. on a collegial rather than a hierarchical Executive Board. Irrespective of the formal majority requirements, a principle of practical consensus has prevailed within the Executive Board (and previously within management) since the company was founded. All significant decisions are made together by the full Executive Board at all times.

5. Deviation from the concept of target total remuneration that is different from the maximum remuneration with the definition of annual targets and share-based remuneration (deviation from G.1 bullet points 1 & 3, G.2, G.7, G.10 of the Code).

The members of the Executive Board are remunerated according to a clear, transparent and appropriate remuneration system, whereby the annual total remuneration including additional benefits for each member of the Executive Board has been limited (maximum remuneration) to € 650,000 since 1 June 2023 (previously: € 450,000). The total variable remuneration components (Bonus I and Bonus II) have also been capped at 100% of fixed annual gross remuneration of currently € 260,000 (previously: € 208,000) since 1 June 2023 (relative cap). The performance criteria for the determination of variable remuneration (consolidated EBIT; long-term consolidated EBIT; employee turnover; energy consumption) are specifically defined in figures for the entire duration of employment in the remuneration system and the Executive Board contracts to be concluded on this basis.

In this context, the Supervisory Board does not define any separate "target total remuneration" that depends on the achievement of annually defined performance criteria (deviation from G.1 bullet point 1, G.7 of the Code). Accordingly, the relative shares of the remuneration components in the remuneration system are also defined in relation to each other or to the total remuneration on achievement of the relative cap and not in relation to target total remuneration (cf. G.1 bullet point 3 of the Code). Likewise, the Supervisory Board does not define "target total remuneration" on the basis of the remuneration system, but rather the fixed remuneration and the resulting cap in total remuneration due to the relative cap on variable remuneration. This is appropriate to the member of the Executive Board's own tasks and performance as well as to the enterprise's overall situation and performance and does not exceed the usual level of remuneration without specific reasons (cf. G.2 of the Code).

Remuneration is also not granted in shares or in share-based form only accessible to the member of the Executive Board after a period of four years (deviation from G.10 of the Code). The remuneration system of the Executive Board creates the right incentives to promote corporate strategy and to sustainably boost Viscom SE's medium and long-term financial success, in particular by taking internal performance indicators into account. Thanks to its majority shareholder, Viscom SE also has relatively few shares in free float. Based on these general conditions, the Supervisory Board does not consider an overwhelming focus on share price performance a suitable incentive mechanism for the Executive Board.

In the opinion of the Supervisory Board, the remuneration system has the advantages of clarity, simplicity and continuity over the model proposed by the Code. The remuneration model systematically precludes short-term disincentives and conflicts of interest due to the restrictive maximum remuneration, the relative cap and pre-defined numerical


performance criteria that are specifically determined in the remuneration system, i.e. presented to the Annual General Meeting. At the same time, the simple design of the remuneration system avoids a hidden upward spiral.

  1. Long-term targets do not exceed short-term targets (deviation from G.6 of the Code). The Supervisory Board is of the opinion that overall the variable remuneration components nevertheless provide both a long-term and positive forward-looking incentive effect.

The variable remuneration comprises firstly a remuneration component calculated according to the year's consolidated EBIT (Bonus I) and secondly long-term variable remuneration based on a three-year period (Bonus II), which individually and together are limited to the amount of the fixed remuneration. 60% of Bonus II is calculated on the basis of average consolidated EBIT for the last three years in conjunction with the achievement of a defined minimum average EBIT over the assessment period and positive EBIT in the past financial year. The (lowest possible) employee turnover in the three-year assessment period and the (lowest possible) energy consumption of Viscom SE each contribute 20% of Bonus II. In abstract terms, Bonus I and Bonus II are limited to the same amount, so neither can exceed the other (deviation from G.6 of the Code).

The Executive Board and the Supervisory Board are nevertheless of the opinion that, even with this variable remuneration structure, the Executive Board must always keep the long-term success of its activities in mind. Initially, the restrictive limit of the amount of variable remuneration prevents short-term disincentives and in particular precludes disproportionate remuneration for extraordinary (non-recurring) events. Even in the event of good business performance, the Executive Board is generally reliant on the long-term remuneration component in order to consistently achieve the total possible variable remuneration. The Executive Board can only expect to receive

Bonus II as at the end of the respective three-year period if average EBIT develops positively during this period. The aim of sustainable long-term EBIT at the same time as low employee turnover and low energy consumption rewards strategic targets with a long-term and forward-looking positive effect on the development of the company.

Overall, therefore, the remuneration structure has a positive forward-looking incentive effect that is oriented towards the company's sustainable and long-term development.

  1. The contracts with the members of the Executive Board of Viscom SE do not provide for payment caps on severance compensation in the event of early termination of the Executive Board mandate (cf. G.13 sentence 1 of the Code). The Executive Board contracts do not contain any provisions for a severance cap in the event of early termination of the Executive Board mandate of a maximum of two years' remuneration. Legal enforcement of a cap on severance pay for the member of the Executive Board would often not be possible in the relevant cases. If there is neither cause for dismissal in accordance with section 84(3) sentence 1 AktG nor cause for extraordinary termination of the employment contract in accordance with section 626 of the Bürgerliches Gesetzbuch (BGB – German Civil Code), the contract with the Executive Board member concerned can only be terminated subject to mutual agreement. In such cases, Executive Board members have no obligation to agree to caps on severance pay within the meaning of the recommendations of the Code. In the event of early termination of a membership of the Executive Board for cause for which the Executive Board member is responsible, severance payments must not be made anyway. Despite this, the Supervisory Board will support a cap on any severance payment owed as referred to by the Code in the event of any members of the Executive Board resigning prematurely.

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Working methods of the Executive Board and the Supervisory Board

The Executive Board and the Supervisory Board of Viscom SE work together consistently, constructively, critically and with confidence, in keeping with sound and responsible corporate governance. They coordinate regularly and promptly in the areas recommended by the Corporate Governance Code, but also on issues beyond these areas.

Executive Board

Viscom SE is a company incorporated under German law, which is also the basis of the German Corporate Governance Code. The two-tier system of management comprising the Executive Board and the Supervisory Board as corporate bodies which hold separate powers is a basic tenet of German stock corporation law.

The Executive Board of Viscom SE currently comprises three members: Carsten Salewski (Sales / Operations), Dr. Martin Heuser (Development / Production) and Dirk Schwingel (Finance). The Executive Board is solely responsible for managing the company in compliance with the law, Articles of Association, Rules of Procedure, resolutions of the Supervisory Board and employment contracts. The primary tasks of the Executive Board are determining the strategic alignment, managing the company and the Group, and planning, establishing and monitoring a risk management system and a compliance system. Furthermore, the Executive Board should take diversity into account when filling management positions in the company. In accordance with section 76 (4) AktG, the Executive Board of Viscom SE resolved on 30 June 2020 to set targets for the proportion of women at the two management levels below the Executive Board. The Executive Board set a target of 25% for the proportion of women at the top national management level and at the level below. These targets should be achieved by 30 June 2025. As at 31 December 2024, the top national management level consists of seven employees;

of these, zero are women, corresponding to a proportion of 0%. The level below consists of 44 employees; of these, 10 are women, which corresponds to a share of 23%. The targets have thus far not been achieved and cannot be achieved by the originally set deadline. The reasons for this include the efforts to reduce personnel costs, with the result that fewer new employees were hired and the proportion of women could not be actively managed. Furthermore, there were not enough suitable applications from women for the positions to be filled to achieve the targeted proportion of women. The Management Board still intends to increase the proportion of women at the top two management levels and therefore decided on 28 February 2025 to set a target of 25% for the proportion of women at the top national management level below the Management Board, and a target of 25% for the proportion of women at the management level below that. Both targets are to be achieved by 28 February 2030.

All members of the Executive Board are involved in the day-to-day management of the company and bear responsibility for operations. The Supervisory Board has resolved Rules of Procedure for the Executive Board regulating its responsibilities, work and its mode of cooperation with the Supervisory Board. According to these, members of the Executive Board wield executive powers in the areas of responsibility assigned to them in the allocation of duties. Insofar as measures or transactions of one area of responsibility overlap with those of one or more other areas, all involved members of the Executive Board must coordinate their actions. If there are any continuing differences of opinion, the Executive Board as a whole must reach a joint decision. These assignments notwithstanding, each member of the Executive Board remains responsible for all management issues (principle of overall responsibility). The entire Executive Board exclusively decides on any matters or transactions which are of extraordinary importance or carry an extraordinary economic risk.


The Executive Board passes its resolutions either at meetings or, in the absence of objections from Executive Board members, outside of meetings using modern means of communication. Two members of the Executive Board constitute a quorum. All resolutions of the Executive Board require a simple majority of the votes cast. Meetings of the Executive Board should take place at regular intervals, weekly if possible. They must take place when required to ensure the well-being of the company. The Executive Board member designated accordingly by the Supervisory Board (Mr. Dirk Schwingel) is responsible for determining meeting dates, convening meetings, setting the agenda, chairing the meetings and ensuring the minutes are taken.

The Executive Board is also required to regularly inform the Supervisory Board of the company of all matters concerning the company and companies affiliated with the company, that are reasonably of interest to the Supervisory Board, especially of all matters covered by section 90 AktG. These reporting duties apply to the full Executive Board. As a rule, Executive Board reports must be presented in written form except when urgency allows or necessitates a verbal report. Furthermore, the Executive Board members must regularly report jointly to the Chairwoman of the Supervisory Board on strategy, business planning and progress, the situation of the company, including its affiliated companies, the risk situation and risk management and compliance, in written or verbal form. The management of the Group is based on a reporting system that takes the form of monthly reports submitted to the members of the Supervisory Board. These monthly reports include the consolidated income statement and individual breakdowns for the various Group companies. The reports also include a detailed presentation of the cost structure at Viscom SE and its Group companies, revenue in its system installation regions, incoming orders, order backlog, the number of employees, cash and cash equivalents, the use of overdraft facilities, total receivables and receivables from subsidiaries, orders placed for the purchase of goods and the inventories of goods as well as partially completed and completed systems.

The Executive Board also gives event-related reports on significant issues pertaining to the current situation of the company and directly and indirectly associated companies and events that go beyond normal business operations of the company and affiliated companies and are of special importance for the company. Any information relevant to decision making will be made available to the members of the Supervisory Board in a timely manner prior to the meeting.

Members of the Executive Board are subject to comprehensive restraint on competition during their Board membership. They are bound by the interests of the company. Consequently, no member of the Executive Board may allow personal interests to affect his decisions or take advantage for his own benefit of business opportunities to which the company is entitled. Any possible conflicts of interest must be disclosed promptly to the Supervisory Board, and the other members of the Executive Board must be informed. All transactions between the company and the Executive Board members or closely related persons or companies must comply with industry standards. Significant transactions with parties or companies related to a member of the Executive Board require the consent of the Supervisory Board.

In addition, members of the Executive Board require the consent of the Supervisory Board to assume other professional roles, particularly the assumption of mandates in other external companies.

Both the Executive Board and the Supervisory Board are bound by the interests of Viscom SE. There were no conflicts of interest to be reported to the Supervisory Board in the past financial year. No Executive Board member is a member of any Supervisory Boards at listed stock corporations outside the Group.

Viscom SE has obtained liability insurance (D&O insurance) with a commensurate deductible for all members of the Executive Board.

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Mandates of the Executive Board

The members of the Executive Board do not hold any other seats in other supervisory boards required by law or comparable domestic and foreign governing bodies of commercial enterprises.

Supervisory Board

In accordance with section 13 (1) of the Articles of Association in conjunction with section 40 (3) SE-VO and section 17 SEAG, the Supervisory Board of Viscom SE consists of three members who are elected by the Annual General Meeting without being bound by nominations and whose terms of office are identical.

The current members of the Viscom SE Supervisory Board are Prof. Dr. Michèle Morner (Chairwoman; first appointed: 30 May 2018), Volker Pape (Deputy Chairman; first appointed: 30 May 2018) and Prof. Dr. Ludger Overmeyer (first appointed: 27 May 2014).

The aforementioned members were appointed as members of the first Supervisory Board of Viscom SE by resolution of the Extraordinary General Meeting on 24 November 2023 on the change of legal form of Viscom AG to Viscom SE. The new election of the Supervisory Board will take place at the first Annual General Meeting of Viscom SE by way of individual election on 6 June 2025.

When proposing candidates for election to the Supervisory Board, attention is paid to the knowledge, skills and professional experience required to perform the tasks. In addition to the company-specific situation, the international activities of the company, potential conflicts of interest, the number of independent Supervisory Board members considered appropriate by the Supervisory Board and the age limit for Supervisory Board members are taken into account, as is diversity. Taking into account the above criteria, the Supervisory Board has developed and established specific objectives for its composition and a corresponding profile of skills and expertise within the meaning of recommendation C.1 GCGC, including a diversity concept for the entire body, and will endeavour to fulfil this profile of skills and expertise for the entire body when nominating shareholder representatives for election to the Supervisory Board in the future. The company's international activities should be taken into account as part of this profile of skills and expertise. In this respect, the objective has been set that at least one member of the Supervisory Board should have particular international experience, such as many years of professional experience in management or in controlling bodies in other companies with an international focus. Furthermore, potential conflicts of interest should already be avoided when the Supervisory Board makes election proposals to the Annual General Meeting. The aim is to achieve a diverse age and personality structure, but members of the Supervisory Board should not have reached the age of 80 at the time of their election (standard retirement age). Regardless of the size of the Supervisory Board, no more than two members of the Supervisory Board should be former members of the Management Board or representatives of the majority shareholder. More than half of the members of the Supervisory Board should be independent of the Management Board and the company. In accordance with the statutory regulation, the profile of skills and expertise must include at least one member of the Supervisory Board with expertise in the field of accounting and at least one further member of the Supervisory Board with expertise in the field of auditing. Furthermore, due to the high-tech orientation of Viscom SE, the Supervisory Board should include at least one member with experience and knowledge as a technological expert, particularly in the fields of electrical engineering or information technology. The Supervisory Board members should not accept more than five Supervisory Board mandates at non-group listed companies or comparable functions, with an appointment as chair of the Supervisory Board being counted twice. If a member of the Supervisory Board is also a member


of the Executive Board of a listed company, they should not accept more than two such mandates and should not chair the Supervisory Board of any non-group listed companies. The Supervisory Board as a whole should cover the broadest possible range of experience and expertise that is relevant to the company. When filling vacant Supervisory Board mandates, attention should be paid to diversity, which is further detailed in the diversity concept. In addition, the Supervisory Board of Viscom SE is obliged to set targets for the proportion of women on the Supervisory Board in accordance with section 111 (5) of the German Stock Corporation Act (AktG). The Supervisory Board of Viscom SE currently fulfils the specific objectives for its composition and the profile of skills and expertise for the Supervisory Board as a whole, including the diversity concept, at 100%. Prof. Dr. Michèle Morner, as an independent member of the Supervisory Board, has particular expertise in the field of auditing and accounting within the meaning of section 100 (5) of the German Stock Corporation Act (AktG) due to her training and previous professional activities. As the former founder and managing director of Ynnor Systems GmbH and a former member of the audit committee of KUKA AG, she also has outstanding expertise in matters of corporate governance and internal control and risk management systems. In addition, her main research area is in corporate management and governance concepts. Prof. Dr. Ludger Overmeyer is a proven expert in the field of electrical engineering and information technology. He has many years of industry experience in the field of plant engineering for electronics manufacturing in leading positions. Prof. Dr. Ludger Overmeyer can also look

back on more than 20 years of experience in managing a large number of national and international research projects in the fields of automation technology, electronics manufacturing and laser technology. He has extensive experience in managing and supervising companies, both as a member of the management and executive boards of larger institutes and as a member of the supervisory board of a listed plant engineering company. Mr. Volker Pape is also a proven expert in the field of electrical engineering and information technology. He has many years of industry experience in the field of industrial image processing in electronics manufacturing. As founder and former CEO of Viscom AG, Mr. Volker Pape combines the technical background with many years of managing the company and strengthens the Supervisory Board's insight into operational processes. As former CEO of Viscom AG, Mr. Volker Pape was directly entrusted with the group management of the various international business units and subsidiaries. He also has expertise in the field of accounting and auditing as a result of his many years of experience as a member of the executive board of a listed company and as a member of the three-person Supervisory Board of Viscom SE, which also forms the Audit Committee that is responsible for the continuous monitoring of accounting and the audit of the annual financial statements.

All members of the Supervisory Board have particular international experience (for more information see disclosures in connection with the diversity concept).

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Qualification matrix of the Supervisory Board in accordance with C1 of the Code Prof. Dr. Michèle Morner Volker Pape Prof. Dr. Ludger Overmeyer
First appointed 2018 2018 2014
Year of birth 1967 1955 1964
Particular international experience
Expertise in the field of accounting, including control and risk management systems
Expertise in the field of auditing
Specialised knowledge and experience in the fields of electrical engineering and information technology
Expertise in the field of sustainability matters
Independence in the assessment of the Supervisory Board as referred to by the Code
Specialised knowledge of corporate governance and management concepts

In a circular resolution dated 30 June 2020, the Supervisory Board had decided to set a target of one-third for the proportion of women on the Supervisory Board. The target – which has already been achieved with the appointment of Prof. Dr. Michèle Morner as Chairwoman – should be maintained until 30 June 2024. The target has thus been achieved. By resolution of 28 February 2025, the Supervisory Board decided to maintain the target. The target is therefore still (at least) one woman on the Supervisory Board, which corresponds to a share of 1/3. The target is to be achieved or maintained by 31 December 2029.

Mr. Volker Pape is a former member of the Executive Board of Viscom AG. The recommendation in accordance with C.11 GCGC, according to which no more than two former members of the Executive Board should belong to the Supervisory Board, was complied with by the election of Mr. Volker Pape, as there are no other former members of the Executive Board on the Supervisory Board of Viscom SE.

The number of independent Supervisory Board members deemed appropriate by the Supervisory Board was set at a minimum of two, which is also the majority of Supervisory Board members, in the rules of procedure for the Supervisory Board of Viscom SE by way of a resolution dated 24 November 2023. The Supervisory Board is of the opinion that the current Supervisory Board members Prof. Dr. Michèle Morner and Prof. Dr. Ludger Overmeyer are independent in accordance with the criteria of C.7 GCGC. They do not have any business or personal relationships with the company, its Executive Board or controlling shareholder that could constitute a substantial and not merely temporary conflict of interest. No member of the Supervisory Board exercises directorships or similar positions or advisory functions for important competitors of the company, or has a personal relationship with any of them.


The Supervisory Board supervises and advises the Management Board on the management of the business. It is involved in strategy and planning, as well as in all matters concerning business development, the risk situation, risk management, compliance and all other matters of fundamental importance to the company. To this end, all members of the Supervisory Board, and in particular the Chairwoman, maintain contact with the Management Board, including between meetings. In accordance with the company's Articles of Association, the Supervisory Board has adopted rules of procedure for the Management Board. Among other things, these provide that certain types of significant transactions by the Management Board, as listed therein, require the approval of the Supervisory Board. In addition, the Supervisory Board is responsible for appointing the members of the Management Board and defining the remuneration system, the remuneration of the Management Board in detail and for auditing the company's annual and consolidated financial statements.

When appointing members of the Executive Board for the first time, the appointment should not exceed three years. The Supervisory Board takes into account diversity in the composition of the Executive Board. Pursuant to section 111 (5) AktG, the Supervisory Board of Viscom SE is obliged to set targets for the proportion of women on the Executive Board. On 5 May 2023, the Supervisory Board of Viscom SE resolved, after extensive discussion, to set the target for the proportion of women on the Executive Board at one female member, which corresponds to a percentage of around 33% for an Executive Board with three members. The target is to be achieved by 4 May 2028.

The Executive Board and Supervisory Board work closely together to identify leader personalities and thus plan long-term succession. Under the leadership of the Chairwoman of the Supervisory Board, Prof. Dr. Michèle Morner, and her outstanding expertise in the areas of personnel development

and management, a programme has been set up in consultation with the full Executive Board to further professionalise the development and succession of managers throughout the company. Leadership principles and competencies were defined and a customised, systematic leadership development programme was created on the basis of an analysis of potential. All members of the Executive Board play a significant role in identifying and promoting leaders in their respective business areas.

The work of the Supervisory Board is coordinated by the Chairwoman of the Supervisory Board or, if she is unable to attend, by the Deputy Chairman. The Chairwoman of the Supervisory Board also chairs the meetings of the Supervisory Board and represents the concerns of the Supervisory Board externally. She is also authorised to make the necessary declarations of intent on behalf of the Supervisory Board to implement its resolutions. In urgent cases, this also includes provisional approval of company transactions that require the approval of the Supervisory Board in accordance with the rules of procedure for the Management Board. The tasks and procedural rules in detail, including the powers of the Supervisory Board chair and their deputy, as well as the rules on conflicts of interest and an efficiency review, are set out in the Supervisory Board's rules of procedure, which were adopted by the Supervisory Board in accordance with the Articles of Association. Accordingly, the chair of the supervisory board is required to maintain regular contact with the management board and to consult with it on the strategy, business development and risk management of the company. She is required to inform the supervisory board, insofar as she becomes aware of them, of important events that are of material significance for the assessment of the situation and development and for the management of the company, and to convene an extraordinary supervisory board meeting if necessary.

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In the 2024 financial year, the Supervisory Board convened in six ordinary meetings, three extraordinary meetings and one meeting to review efficiency, excluding the Executive Board. This took place on 6 December 2024. The efficiency review was largely carried out using checklists. In addition to the long-term assessment of past resolutions, three areas were examined in particular: the organisation of the Supervisory Board and the course of its meetings, including the appropriateness of the content of the Supervisory Board's work (including frequency of meetings, openness of outcome and discussion, attendance of Supervisory Board members, minutes, extent of transactions requiring approval, adequacy of monitoring, long-term review of decisions), the provision of information to the Supervisory Board (in each case with regard to the relationship between the Board of Executive Directors and the Supervisory Board, as well as within the Supervisory Board, including timely and comprehensive information, proactive information supply, presentation and comprehensibility, deadlines and content in financial reporting) as well as personnel issues regarding the Supervisory Board and the Board of Management (in particular compliance with legal requirements, the German Corporate Governance Code and the profile of skills and expertise when filling positions, conflicts of interest, succession planning and remuneration matters). The assessments of the individual aspects of the checklist were discussed in the plenary session and the evaluation was recorded.

The Chairwoman of the Supervisory Board or, in her absence, the Deputy Chairman, convenes the meetings in writing with notice of 14 days. In urgent cases, the Chairwoman of the Supervisory Board can shorten the notice period appropriately and convene the meeting verbally, by telephone, in writing, by fax or e-mail. The agenda and proposals for resolutions must be included with the invitations.

In accordance with the Rules of Procedure of the Supervisory Board, all meetings should be held in person. However, meetings can also be held as video conferences or conference calls, or individual Supervisory Board members can take part in

the meeting by phone or video connection. It is also possible to adopt resolutions using votes cast in writing, by telephone or using electronic forms of communication as long as this is ordered by the Chairwoman and no objections are raised by other members of the Supervisory Board within a reasonable period set by the Chairwoman of the Supervisory Board. The Chairwoman of the Supervisory Board must keep a record of and sign all resolutions made in a written or other form.

All resolutions of the Supervisory Board require a simple majority unless stated otherwise by law or the Articles of Association. The Chairwoman of the Supervisory Board or, in her absence, the Deputy Chairman, casts the deciding vote in the case of a tie.

Barring different arrangements made by the Supervisory Board for individual cases, all members of the Executive Board attend the quarterly meetings of the Supervisory Board. This notwithstanding, the Supervisory Board regularly meets at the beginning of the meetings without the Executive Board. If the auditor is consulted as an expert, the Executive Board does not take part in this meeting or this part of the meeting as per the statutory regulation, unless the Supervisory Board or the committee considers its participation to be necessary. The Executive Board's written reports for the Supervisory Board are handed out to the members of the Supervisory Board, unless determined otherwise by the Supervisory Board in a given case.

The members of the Supervisory Board are independent from management and maintain no business links with the company that could influence the independence of their opinion. Since 1 July 2018, the member of the Supervisory Board Mr. Volker Pape and the company have had a long-term consulting agreement that goes beyond the scope of consulting and monitoring duties performed by Mr. Volker Pape as a member of the Supervisory Board of the company, hence this agreement is remunerated separately. The aim of the consulting agreement is to continue to utilise the contractor's

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experience and knowledge after his many years of successful work for the company as a way of ensuring continuity, supporting old and new members of the Executive Board and retaining the contractor as a consultant in the long term. The consulting agreement was entered into on standard market conditions.

In its report to the Annual General Meeting, the Supervisory Board provides information about any conflicts of interest that may have arisen during that financial year. There were no conflicts of interest to be reported to the Supervisory Board in the past financial year.

The company has obtained D&O insurance with no deductible for its Supervisory Board members.

Detailed information on the work of the Supervisory Board in the 2024 financial year is included in the "Report of the Supervisory Board" to the Annual General Meeting.

Mandates of the Supervisory Board members

The Chairwoman of the Supervisory Board of Viscom SE, Prof. Dr. Michèle Morner, was a member of the Supervisory Board of KUKA AG from February 2017 until June 2018 and was a member of the Nominations Committee of the Financial Reporting Enforcement Panel (FREP) from April 2015 to December 2021. Prof. Dr. Ludger Overmeyer has been a member of the Supervisory Board of LPKF Laser & Electronics SE since June 2019. Volker Pape does not hold any other seats in other Supervisory Boards required by law or comparable domestic and foreign governing bodies of commercial enterprises.

Structure and working methods of Executive Board and Supervisory Board committees

The company's Articles of Association allow the Supervisory Board to form committees from among its members. The Supervisory Board does not see committee formation as advisable under the circumstances of the company. The

purpose of forming a committee, i.e. increasing the efficiency of the decision-making process, would not be achieved with a Supervisory Board of just three members. All matters are addressed by all members of the Supervisory Board, meaning that the formation of additional committees is not considered necessary. No Executive Board committees with the purpose of increasing efficiency were formed because of the small size of the Executive Board.

Shareholdings of Board members

The members of the Executive Board presently hold the following numbers of shares in the company:

  • Dr. Martin Heuser:
    309,393 shares held directly; through the Heuser family foundation and, in turn, HSF GmbH, Dr. Heuser also holds 50 % in HPC GmbH & Co. KG, which is the parent company of HPC Vermögensverwaltung GmbH, which in turn holds 4,869,085 shares in Viscom SE.

  • Dirk Schwingel:
    19,000 shares held directly.

  • Carsten Salewski:
    10,200 shares held directly.

The members of the Supervisory Board presently hold the following amounts of shares in the company:

  • Volker Pape:
    265,650 shares held directly; through the Heuser family foundation and, in turn, PPF GmbH, Mr. Pape also holds 50 % in HPC GmbH & Co. KG, which is the parent company of HPC Vermögensverwaltung GmbH, which in turn holds 4,869,085 shares in Viscom SE.

  • Prof. Dr. Ludger Overmeyer:
    10,000 shares held directly.

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Diversity concept for the composition of the Executive Board and the Supervisory Board

As the composition of the Executive Board and Supervisory Board is based on diversity concepts as regards aspects such as age, gender, educational and professional background, international experience and other socio-economic issues and expertise, these must be described in the corporate governance declaration, as should the objectives of these diversity concepts, the way in which they are implemented and the results achieved in the financial year.

Please first refer to the above comments on the specific objectives for the composition of the Supervisory Board, the setting of a standard age limit for the Supervisory Board, and the decisions on targets for the share of women. The objectives of the diversity concept for both the Executive Board and the Supervisory Board are as follows:

  • Educational and professional background – Technological expertise and commercial experience: The members of the Executive Board and the Supervisory Board should have different educational and professional backgrounds. As a highly specialised technology company, it is crucial for Viscom SE that its Supervisory Board and Executive Board are qualified and experienced in the technical field. At the same time, given the size of the company, business administration and corporate organisation qualifications are of significance. These two areas of expertise should be represented by at least one member on each of the boards.

On the Executive Board, these requirements are currently reflected by the fact that two out of three members of the Executive Board are graduate engineers and have years of professional experience in the technical field. The third member of the Executive Board supplements the requirement profile described above as a business graduate with years of professional experience as a commercial manager.

This diversity of expertise can also be found in the Supervisory Board. Prof. Dr. Ludger Overmeyer contributes outstanding technical expertise, which is supplemented by Prof. Dr. Michèle Morner's capabilities in the areas of business administration, corporate governance, HR and corporate organisation. As a former member of the Executive Board of Viscom AG, Mr. Volker Pape has both a technical background and experience of many years managing the company, and enhances the Supervisory Board's insight into its operational process.

  • Internationalism: The composition of the Executive Board and the Supervisory Board should reflect a range of international experience. As an international corporation, experience of intercultural communication and internationally diverse business practices are a crucial advantage to Viscom SE. The company therefore promotes and welcomes the international experience of its employees and managers, gathered both inside and outside the Group. International expertise, possibly acquired by heading a corporation with international ties, should be represented in both the Executive Board and the Supervisory Board.

In the interests of this objective, the company particularly welcomes the fact that the member of the Executive Board, Mr. Carsten Salewski, has many years of experience in managing the international business of the American subsidiary in Atlanta and the associated offices in California and Mexico, and continues to maintain numerous international contacts there as Chairman of the IPC SMEMA Council and on the board of the German-American Chamber of Commerce in Atlanta. In addition, Mr. Salewski has been the Chairman of the Executive Board of the Productronic department of the German Engineering Federation (VDMA) since November 2024. On the Supervisory Board, the necessary international experience is embodied by Prof. Dr. Michèle Morner, as a former member of the Executive Committee of EURAM in


Brussels, and Prof. Dr. Ludger Overmeyer, with his many years of experience in a position of responsibility at the international company Mühlbauer AG. In turn, as a former member of the Executive Board of Viscom AG, Mr. Volker Pape is directly familiar with the Group's management of its various international branches and subsidiaries.

  • Opportunities for advancement and development through external expertise: Viscom firmly believes that it strengthens the motivation and the rights of its employees, as well as promotes diversity in management levels, when employees within the Group have clear opportunities for advancement to all management levels. They are therefore actively promoted to levels right up to Executive Board. At the same time, the company wishes to maintain a focus on the various developments in society as a whole, and to be open to external stimulus. Viscom SE sees its Supervisory Board especially as the body that can most suitably contribute this external expertise.

By appointing Mr. Carsten Salewski to Viscom SE's Executive Board, the Supervisory Board is highlighting its goal of promoting long-serving employees to the head of the Group. Also, by appointing Prof. Dr. Michèle Morner to the Supervisory Board, a professional who has taught in the fields of corporate governance, business ethics and social change, the company is successfully pursuing the goal of incorporating external expertise as regards general business and social concerns. Led by Prof. Dr. Michèle Morner, a concept was established to further promote employees' management skills and opportunities for advancement. This concept is subject to ongoing further development.

  • Equal opportunities: The diversity concept also includes the principle of equal opportunities. People should have the same opportunities for advancement at Viscom SE and the Group

as a whole regardless of their gender identity. As described above, this is partially encouraged by set quotas for the share of women in certain positions. In the interests of equal opportunities and their role model function thus entailed, the Executive Board and Supervisory Board welcome the fact that, in Prof. Dr. Michèle Morner, around 33% of the seats on the Supervisory Board are held by women.

Shareholders and Annual General Meeting

Shareholders of Viscom SE exercise their co-determination and control rights at the Annual General Meeting that is held at least once a year. The Annual General Meeting decides on all legally regulated issues with a binding effect for all shareholders and for the company. Each share grants one vote (one share, one vote) in the decision-making process.

The Annual General Meeting elects the Supervisory Board members and decides on approving the actions of the Executive Board and Supervisory Board. It regularly decides on the appropriation of retained earnings, the selection of the auditor, capital and structural measures, the approval of company contracts and any changes to the company's Articles of Association. The Annual General Meeting also decides on the approval of the remuneration system for members of the Executive Board as proposed by the Supervisory Board every time a material change is made to this remuneration system and at least every four years. It also passes a resolution on Supervisory Board remuneration at least every four years. It proposes resolutions on the approval of the remuneration report for the preceding financial year annually.

At the Annual General Meeting, the Executive Board and Supervisory Board render account of the past financial year. The German Stock Corporation Act allows for an extraordinary general meeting to be convened in special cases.

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The invitation to the Annual General Meeting and all information and reports necessary for passing resolutions are made accessible to the public on the website of Viscom SE in German, as stipulated by the laws governing stock companies. The information on shareholders' rights at the Annual General Meeting, including the exercise of voting rights, is presented there.

Remuneration system, remuneration resolution, remuneration report (reference to website)

The remuneration report on the past financial year and the audit opinion in accordance with section 162 AktG, the remuneration system in place in accordance with section 87a(1) and (2) sentence 1 AktG and the most recent remuneration resolution in accordance with section 113(3) AktG have been published on the company's website in the "Company / Investor Relations / Corporate Governance" section under "Compensation of the Executive Board and Supervisory Board".

Risk management

A responsible approach to business risk is one of the principles of good corporate governance. The Executive Board of Viscom SE and the management of the Viscom Group can use comprehensive Group and company reporting and control systems which facilitate the detection, assessment and controlling of risks. These systems are continuously enhanced in order to adapt them to changing conditions and are additionally monitored by auditors. The Executive Board regularly informs the Supervisory Board of existing risks and their development.

Details of the internal control and risk management system of the Viscom Group can be found in the risk report. The risk report also contains the report on the accounting-related internal control and risk management system in compliance with the Bilanzrechtsmodernisierungsgesetz (BilMoG – German Accounting Law Modernisation Act). In consultation with the Compliance Officer and the other department heads, the individual risk reportings as a basis and in coordination with the Supervisory Board, the Executive Board continually reviews the effectiveness and the appropriateness of the control and risk management system, as well as its main characteristics as described in the risk report. The accounting-related internal control and risk management system is also supplemented by the work of the auditor. In addressing the internal control and risk management system as well as the reporting by the department heads, the Executive Board has not become aware of any circumstances that weigh against the appropriateness and effectiveness of these systems as referred to by A.5 of the Code.

Transparency

Open and transparent handling of information for the relevant target groups of Viscom SE is a high priority within the company. The company has appointed a Corporate Governance Officer to monitor compliance with the German Corporate Governance Code.

Viscom SE regularly reports to shareholders, financial analysts, shareholder associations, the media and interested parties on the situation of the company and significant changes in business. All significant new information that is released to financial analysts and institutional investors by Viscom SE is always simultaneously made available to all shareholders and interested members of the public. Viscom uses the Internet and other means of communication to ensure that information is provided promptly.

An overview of all significant information released throughout the financial year is published on Viscom SE's website at www.viscom.com:

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  • Ad hoc disclosures. Ad hoc disclosures in accordance with Article 17 of the Market Abuse Regulation (MAR) are issued without delay when facts arise outside Viscom SE's regular reporting that may significantly influence the share price. Viscom SE's ad hoc disclosures are available to shareholders in the "Company / Investor Relations / News / Publications / Ad-Hoc-Notices" section of the Viscom SE website at www.viscom.com/en.

  • Notices concerning voting rights. In accordance with section 33 et seq. of the Wertpapierhandelsgesetz (WpHG - German Securities Trading Act), when Viscom SE becomes aware that an entity acquires, exceeds or falls below 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, or 75% of the voting rights in the company as a result of a purchase, disposal or in any other way, this fact will also be promptly disclosed by notification system accessible throughout Europe and under "Unternehmen / Investor Relations / Finanznachrichten / Stimmrechtsmitteilungen" on the German company's website at www.viscom.com. The notifications received by the company have been reproduced in the notes to the annual financial statements.

  • Directors' dealings. Executive Board and Supervisory Board members of Viscom SE and certain executives who have regular access to insider information and are authorised to make significant company decisions (including related parties as defined by the Market Abuse Regulation (MAR)), are required to disclose their securities transactions, in accordance with Article 19 MAR. These types of transactions are published as soon as the company is informed through a pan-European information system and in the "Company / Investor Relations / News / Publications / Directors' Dealings" section of the Viscom SE website at www.viscom.com/en.

The company was informed of the following acquisition or sales transactions for shares of Viscom SE or for financial instruments based on these by members of governing bodies (directors' dealings) by Prof. Dr. Ludger Overmeyer, Dirk Schwingel, Carsten Salewski and Dr. Martin Heuser in the 2024 financial year:

Date Nature of transaction Aggregate price in € Aggregate total volume in €
Dirk Schwingel 18 April 2024 Acquisition 5.1411 20,564.32
Prof. Dr. Ludger Overmeyer 18 April 2024 Acquisition 5.3400 26,700.00
Carsten Salewski 14 November 2024 Acquisition 3.0000 9,174.00
Dirk Schwingel 14 November 2024 Acquisition 2.9896 8,968.91
Dr. Martin Heuser 3 December 2024 Acquisition 3.3500 71,502.40

  • Financial calendar. With the financial calendar published in the financial reports and permanently available on Viscom SE's website, the company informs its shareholders and the capital market in a timely manner of the dates of significant publications such as the annual financial report, half-year financial report and quarterly financial reports, the Annual General Meeting, financial press conference and analyst conferences. The company's financial calendar is available to shareholders in the "Company / Investor Relations / Financial Calendar" section of its website at www.viscom.com/en.

Accounting and annual audit

Viscom SE prepares its consolidated financial statements in line with International Financial Reporting Standards (IFRS) as applicable in the European Union. The annual financial statements of Viscom SE are prepared in accordance with the German Commercial Code. The Executive Board prepares the consolidated financial statements, which are audited by the auditor and audited and approved by the Supervisory Board. Shareholders and interested parties are informed of the general situation of the company by the annual and interim reports and quarterly reports. All reports are accessible to all interested parties simultaneously on the Viscom SE website.

Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover, was elected by the 2024 Annual General Meeting as auditor and audited the consolidated financial statements and the annual financial statements of Viscom SE. The audit took place in accordance with German auditing regulations and the standards for the audit of financial statements put forward by the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer). Early risk detections system and reporting obligations in compliance with corporate governance as stated in section 161 AktG were also audited.

It was agreed with the auditor that the Chairwoman of the Supervisory Board would be promptly informed of any grounds for disqualification or conflicts of interest that arise during the audit, if these are not resolved immediately.

The auditors must also report all findings and occurrences significant to the tasks of the Supervisory Board without delay as they occur during the audit. The auditors must also inform the Supervisory Board and report in the audit report if facts arise in the course of the audit that do not conform with the compliance statement as submitted by the Executive Board and the Supervisory Board in accordance with section 161 AktG.

Information on relevant corporate governance practices

Compliance with the law is Viscom's duty as a company, and it is in every company's own interest to reduce risks. Viscom sees it as its responsibility to comply with all laws and internal regulations – voluntary obligations and ethical principles also form an integral part of its corporate culture.

In order to actively meet local and international responsibilities, the Executive Board has developed, approved and introduced a compliance policy and corresponding annex that goes beyond the statutory rules of conduct and that applies to all members of governing bodies and employees of the Viscom Group. This "Corporate Compliance Policy" stipulates how to deal with business partners and government institutions, how to maintain secrecy, independence and objectivity and how to act in cases of conflict of interest. These principles include the avoidance of corruption and cartel agreements, compliance with data security guidelines, equal opportunities and adherence to product safety and occupational health regulations.

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They are available to Group employees on the intranet at all times, where they can be accessed in German and English. A whistle-blower system allows employees to securely report certain serious legal infringements to Viscom SE. This allows the Compliance Officer and the Executive Board to work towards containing damage and preventing further damage.

The Compliance Officer is responsible for maintaining and updating this policy.

Compliance is an integral part of Viscom's business processes and has formed the basis for a comprehensive and long-term management process, which is an ongoing and central task for the company. The issue of compliance must evolve

constantly in order to be able to react to the opportunities for improvement and the changing demands of global business. It is subject to ongoing change and improvement, making it a living process within the company that will never be completed. More information about the compliance policy is available in the "Company / Corporate Compliance" section of the company's website at www.viscom.com/en.

Hanover, March 2025

Viscom SE

The Executive Board

The Supervisory Board

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