WashTec AG — Governance Information 2019

Jul 11, 2019

WashTec AG, Augsburg

Revised Declaration of Conformity of December 20, 2018 and amended March 13, 2019 pursuant to Section 161 AktG

The Management Board and Supervisory Board submitted the last Declaration of Conformity on December 20, 2018.

In that Declaration of Conformity, the Management Board and Supervisory Board declared that WashTec AG complied since submission of the last Declaration of Conformity on December 20, 2017, and will continue to comply in the future, with the recommendations of the German Corporate Governance Code issued by the Government Commission on the German Corporate Governance Code, as amended on February 7, 2017 and published on April 24, 2017, with one exception as follows:

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 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.

Supplementary to the Declaration of Conformity of December 20, 2018, the Management Board and Supervisory Board declared on March 13, 2019 one further exception to the recommendations of the Code as amended on February 7, 2017 and published on April 24, 2017:

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. This is at variance with Section 4.2.1 sentence 1 of the Code. At present, the Supervisory Board sees no need for the immediate appointment of a new Chief Executive Officer or Spokesperson of the Management Board and is of the opinion that the Management Board is able to fully perform its duties without a CEO or Spokesperson.

Supplementary to the Declaration of Conformity of December 20, 2018 as amended March 13, 2019, the Management Board and Supervisory Board hereby declare as follows:

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. There is consequently no longer any departure from Section 4.2.1 sentence 1 of the Code, under which the Management Board should have a Chief Executive Officer or Spokesperson.

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 hereby declare, 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. Variable remuneration, which according to Section 87 AktG should normally have a multiyear assessment basis, would not be appropriate in view of the short duration of his term in office.

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 hereby declare, 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. In the view of the Management Board and the Supervisory Board, the vacancy on the Management Board that resulted in the temporary appointment of Dr. Blaschke to the Management Board, in conjunction with the particular suitability of Dr. Blaschke, constitute special circumstances that exceptionally justify a departure from the standard age limit.

Augsburg, July 11, 2019

Management Board and Supervisory Board