WashTec AG — Governance Information 2019

Dec 19, 2019

WashTec AG, Augsburg

Declaration of Conformity under Section 161 AktG

The Management Board and Supervisory Board submitted the last Declaration of Conformity on December 20, 2018 and revised it on March 13th, 2019 and July 11th, 2019.

The Management Board and Supervisory Board declare that from submission of the last Declaration of Conformity on December 20, 2018 WashTec AG has complied and will comply in the future with the recommendations of the German Corporate Governance Code issued by the Government Commission of the German Corporate Governance Code ("Code") in the version of February 7, 2017 and published on April 24, 2017 with the following exception:

• The Annual General Meeting of the Company resolved on May 11, 2016 in accordance with Sections 286 (5) and 314 (3) sentence 1 HGB that for the fiscal year commencing January 1, 2016 and for all subsequent fiscal years up to and including at the latest the fiscal year ending December 31, 2020 the disclosures under Section 285 no. 9 a) sentences 5 to 8 and under Section 314 (1) no. 6 a) sentences 5 to 8 HGB will not be made. The publication of information about the remuneration of individual Management Board members is refrained from accordingly and therefore in departure from Section 4.2.5 paras. 3 and 4 of the Code, the information there referred to is not disclosed for each member of the Management Board and the model tables relating to Section 4.2.5 para. 3 of the Code are not used.
• At its meeting of February 27, 2019, the Supervisory Board resolved that, following the departure of the previous Chief Executive Officer as of February 28, 2019, no new Chief Executive Officer or Spokesperson of the Management Board of WashTec AG should be appointed for the time being. The Management Board and the Supervisory Board have declared this variance with Section 4.2.1 sentence 1 of the Code, which recommends a Chief Executive Officer or Spokesperson of the Management Board, in its supplement to the Declaration of Conformity on March 13th, 2019. By resolution of the Supervisory Board of July 11, 2019, Supervisory Board member Dr. Günter Blaschke was appointed member of the Management Board and also Chief Executive Officer for the period July 15, 2019 to December 31, 2019 pursuant to Section 105 (2) of the German Stock Corporation Act (AktG). For the period from January 1, 2020, member of the Management Board Dr. Ralf Koeppe was appointed Chief Executive Officer. Consequently, WashTec AG has complied from July 15th , 2019 on and will comply in the future with the recommendation in Section 4.2.1 sentence 1 of the Code.
• Under Section 4.2.3 Sentence 3 of the Code, monetary remuneration of members of the Management Board should comprise fixed and variable components. It is not clear whether this recommendation also applies to members of the Supervisory Board who are appointed to the Management Board pursuant to Section 105(2) AktG. The Management Board and the Supervisory Board have declared in its supplement to the Declaration of Conformity on July 11th, 2019, as a precautionary measure, that Dr. Günter Blaschke, a member of the Supervisory Board appointed to the Management Board pursuant to Section 105 (2) AktG for the period July 15, 2019 to December 31, 2019, will solely receive fixed remuneration for his service on the Management Board, without any variable components. With the return of Dr. Blaschke to the Supervisory Board on January 1st, 2020, the monetary remuneration

of the members of the Management Board will comprise fixed and variable components.

▪ Under Section 5.1.2 para. 2 sentence 3 of the Code, an age limit should be set for members of the Management Board. The Supervisory Board has consequently set a standard age limit for members of the Management Board. The Management Board and the Supervisory Board have declared in its supplement to the Declaration of Conformity on July 11th, 2019, as a precautionary measure, that Dr. Günter Blaschke, a member of the Supervisory Board appointed to the Management Board pursuant to Section 105 (2) AktG for the period July 15, 2019 to December 31, 2019, exceeds the regular age limit. With the return of Dr. Blaschke to the Supervisory Board on January 1 st, 2020, WashTec AG will comply with the standard age limit for members of the Management Board set by the Supervisory Board.

Augsburg, December 19, 2019 WashTec AG

Management Board and Supervisory Board

This English version of the Declaration of Conformity is a translation of the original German version. Sole authoritative and universally valid version is the original German language document.

Additional information about corporate governance can be found in the WashTec AG annual reports under the corporate governance report or the declaration of corporate management or on the Internet at www.washtec.de.