Westwing Group SE — Governance Information 2022

Mar 11, 2022

Corporate Governance Statement Pursuant to section 289f in Conjunction with section 315d of the German Commercial Code (Handelsgesetzbuch – HGB)

1. Compliance Declaration Pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz – AktG)

Westwing Group AG's (now Westwing Group SE´s) Management Board and Supervisory Board issued a compliance declaration pursuant to section 161(1) of the AktG on December 20, 2021. As required by sections 315d sentence 2 and 289f(2) no. 1 of the HGB, the declaration pursuant to section 161 of the AktG has been included in this statement:

Compliance Declaration by the Management Board and Supervisory Board of Westwing Group AG (now Westwing Group SE) on the German Corporate Governance Code ("GCGC") pursuant to Section 161 of the German Stock Corporation Act

The last Compliance Declaration of the Management Board and the Supervisory Board of Westwing Group AG (now Westwing Group SE; hereinafter referred to as the "Company") was issued in December 2020.

In accordance with sec. 161 para. 1 of the German Stock Corporation Act (AktG), the Management Board and Supervisory Board of the Company hereby declare that the recommendations of the German Corporate Governance Code, in the version dated 16 December 2019, which came into force by publication in the Federal Gazette on 20 March 2020 ("GCGC 2020"), will be complied with in the future and have been complied with – to the extent required by the GCGC 2020 - since the last Compliance Declaration was issued, with the following exceptions:

• According to C. 5 GCGC 2020, a management board of a listed company should not serve as chairman of a supervisory board in a group-external, listed company. The Chairman of the Supervisory Board of the Company is also a member of the Management Board of a groupexternal, listed company established under the laws of Luxembourg. The Chairman of the Supervisory Board has declared to the Company that he has sufficient time to perform his duties as a member and Chairman of the Supervisory Board and that he can perform his mandate with due regularity and diligence. The Supervisory Board and the Management Board are convinced that the responsibility for both offices does not lead to any conflict of interest.
• Section G.I GCGC 2020 comprises recommendations on the remuneration of the Management Board, from which partially deviations are made:
• G.7 GCGC, which recommends that the performance criteria for all variable remuneration components shall be defined in the respective previous year for the coming financial year, was and will be deviated from with regards to the time component. The Supervisory Board establishes this at the beginning of the relevant financial year, as the end of the previous year is awaited for, in order to be able to adjust performance criteria accordingly if necessary.
• The Company adheres to its legal obligations (in particular sec. 162 of the German Stock Corporation Act (AktG)) with regard to the publication of the target settings and achievement and does not provide any further information, as in the case of strategically important targets, this may conflict with the Company's confidentiality interests and its publication may result in a not insignificant disadvantage. G.9 GCGC, which recommends respective publication for purpose of comprehensiveness, has been and is partially deviated from in this respect.

For the Management Board For the Supervisory Board

Stefan Smalla Christoph Barchewitz

2. Disclosures on Corporate Governance Practices Applied Over and Above Those Required by Law

Sections 315d sentence 2 and 289f(2) no. 2 of the HGB require relevant disclosures on corporate governance practices applied over and above those required by law to be included, together with information on where these are available to the public.

Code of Conduct

The trust placed by third parties in the integrity of the entire Company is a significant prerequisite for the latter's success. A comprehensive Code of Conduct therefore applies that provides employees, suppliers, and contract partners with guidance and instructions on how to act, so as to ensure ethical behavior, among other things. It addresses not only issues such as anti-corruption and handling conflicts of interests but also how to ensure a safe, fair working environment.

All Westwing Group employees, all members of the senior management and the Management Board must comply with the Code of Conduct at all times. In addition, Company obliges its suppliers and business partners to comply with the Supplier Code of Conduct and/or the Private Label Supplier Code of Conduct to ensure Westwing can meet its objective of achieving "compliance throughout the supply chain".

The various codes of conduct are publicly available on Westwing Group AG's (now Westwing Group SE´s) corporate website (ir.westwing.com) under the Corporate Governance/Compliance section.

Anti-corruption Measures at Westwing

Westwing introduced its Anti-corruption Policy years ago and regularly reviews and adapts it. The policy sets out the binding rules that we developed for our employees and is regularly updated (most recently in December 2021). It goes into greater detail than the rules given in the Code of Conduct itself and sets out comprehensive, explicit actions and prohibitions designed to prevent corruption.

Westwing has committed to a zero-tolerance policy on bribery. Among other things, it prohibits making improper payments and accepting inappropriate gifts or incentives of any kind from third parties. The policy also introduces limits on the value of gifts and invitations that can be accepted. The objective is to provide employees with answers to frequently asked questions and common problems, and to raise awareness of the issue.

The Anti-corruption Policy is publicly available on Westwing Group AG's (now Westwing Group SE´s) corporate website (ir.westwing.com) under the Corporate Governance/Compliance/Anti-corruption Policy section.

In addition, Westwing introduced a new whistleblower tool in the 2021 reporting period that allows employees and third parties to securely submit tip-offs about potential unlawful activity at the Company. This tool is designed to replace the previous e-mail-based whistleblower channel. Specifically, this implements the recommendation of the German Corporate Governance Code (both in the version dated February 7, 2017, and in the version dated December 16, 2019, which entered into force on publication in the Federal Gazette (Bundesanzeiger) on March 20, 2020), and takes the Whistleblower Directive into account. The whistleblower tool is publicly available on Westwing Group AG's (now Westwing Group SE`s) corporate website (ir.westwing.com) under the Corporate Governance/Compliance/Open Whistleblower Channel section.

Other Company Policies

Among other things, we have drawn up the following policies for employees that apply throughout the Company:

A policy designed to ensure compliance with the two-person principle when entering into contracts or placing orders.

An IT Security Policy that, among other things, informs employees about issues such as data protection and data security, plus how to use the Internet and the applications in use at the Company safely. This also includes obligatory training for new employees during the onboarding process.

A Risk Management Manual provides information on how to identify and assess risks within the Company and on the designated contacts.

The Capital Markets Compliance Guideline outlines our responsibilities under capital market law. In particular, it familiarizes employees with the prohibition on insider dealing and the unlawful disclosure of inside information. It also sets out the rules prohibiting trading during closed periods and recommends that employees should not trade Westwing Group AG's (now Westwing Group SE´s) shares in the 30 day windows before publication of the Company's earnings figures.

Employees can access these documents on the Company's intranet.

Disclosures in Accordance with the German Corporate Governance Code

Recommendation B.2 of the 2020 version of the German Corporate Governance Code states that the Supervisory Board, together with the Management Board, shall ensure long-term succession planning and describe the approach in the Corporate Governance Statement.

In fiscal year 2021, the Supervisory Board addressed the issue of long-term succession planning both together with the Management Board and independently of it.

Recommendation C.1 of the 2020 version of the Code specifies that the Supervisory Board shall determine specific objectives regarding its composition and shall prepare a profile of skills and expertise for the entire Board while taking the principle of diversity into account. Proposals by the Supervisory Board to the General Meeting shall take these objectives into account, while simultaneously aiming at fulfilling the profile of skills and expertise required for the Supervisory Board as a whole. The implementation status shall be published in the Corporate Governance Statement. The latter shall also provide information about what the shareholder representatives on the Supervisory Board regard as the appropriate number of independent Supervisory Board members representing the shareholders, and the names of these members.

The Supervisory Board has determined specific objectives for its composition and prepared a profile of skills and expertise. The Supervisory Board takes the principle of diversity into account in the process. The proposal made to the Annual General Meeting in 2021 took the agreed objectives into account.

The profile of skills and expertise places particular emphasis on the following criteria: first and foremost, expertise in the area of eCommerce, i.e., experience in online retailing in either an entrepreneurial or an advisory capacity, management or supervisory experience, plus expertise in the areas of accounting and/or auditing. The following criteria must also be taken into account: independence, avoiding conflicts of interest, the number of positions held on other supervisory boards or similar bodies, the ability to dedicate sufficient time to the Supervisory Board's activities and to training, the defined age limit, and the maximum duration of the appointment.

The Supervisory Board complied in full with the above-mentioned profile of skills and expertise in fiscal year 2021. All Supervisory Board members were independent pursuant to the requirements of the German Corporate Governance Code in fiscal year 2021. Specifically, they were Christoph Barchewitz (Chairman), Dr. Antonella Mei-Pochtler (Deputy Chairwoman), Michael Hoffmann, Mareike Wächter (a member since August 18, 2021), and Thomas Harding.

Recommendation C.8 of the 2020 version of the Code states that, if one or more of the indicators set out in recommendation C.7 are met and the Supervisory Board member concerned is still considered to be independent, the reasons for this shall be given in the Corporate Governance Statement.

Recommendation C.7 of the 2020 version of the Code recommends that more than half of the shareholder representatives shall be independent from the company and the Management Board. Supervisory Board members are to be considered independent from the company and its Management Board if they have no personal or business relationship with the company or its Management Board that may cause a substantial – and not merely temporary – conflict of interest. When assessing the independence of Supervisory Board members from the company and its Management Board, shareholder representatives shall particularly take into consideration whether the respective Supervisory Board member – or a close family member – currently is maintaining (or has maintained) a material business relationship with the company or an entity dependent on the company (e.g. as customer, supplier, lender, or advisor) in the year up to his/her appointment, directly or as a shareholder, or in a leading position of a non-group entity.

The consulting contract that previously existed with Supervisory Board member Dr. Antonella Mei-Pochtler was terminated in fiscal year 2021. There are no reservations whatsoever as to her exercising her position independently.

Recommendation D.13 of the 2020 version of the Code states that the Supervisory Board shall report in the Corporate Governance Statement if and how a self-assessment was performed.

The Supervisory Board performed a self-assessment in fiscal year 2021. An online questionnaire was used to comprehensively survey all Supervisory Board members. After the survey was evaluated, the findings were discussed in a governance meeting held in January 2022 with a view to optimizing operations.

3. Description of the Working Practices of the Management Board and the Supervisory Board, and of the Composition and Working Practices of their Committees

Sections 315d sentence 2 and 289f(2) no. 3 of the HGB require a description of the working practices of the Management Board and the Supervisory Board, and of the composition and working practices of their committees, to be included in the Corporate Governance Statement.

As a stock corporation governed by the German Stock Corporation Act, Westwing Group AG (now Westwing Group SE) has a two-tier management and supervisory structure consisting of the Management Board and the Supervisory Board. The two bodies work closely together in the interests of the Company. The Management Board manages the Company, while the Supervisory Board advises and supervises the Management Board. Westwing Group AG's (now Westwing Group SE`s) shareholders exercise their rights in the General Meeting.

Management Board Working Practices

The Management Board is responsible for managing the Westwing Group AG's (now Westwing Group SE`s) business in the Company's interests and taking the interests of its shareholders, employees, and other stakeholders into account with the goal of sustainably creating value. The Management Board develops the Company's strategy, coordinates it regularly with the Supervisory Board, and ensures its implementation.

The Management Board conducts its business with the care of a diligent and conscientious manager in accordance with the law, Westwing Group AG's (now Westwing Group SE`s) Articles of Association, the Rules of Procedure for the Management Board and the individual members' contracts of service. It works together with the Company's other governing bodies cooperatively and in a spirit of mutual trust, in the Company's interests.

The Management Board is responsible for ensuring compliance with statutory requirements and company policies and guidelines, and also works to ensure that Group companies observe these (compliance). It ensures adequate risk management and risk control throughout the Company.

The following schedule of responsibilities provides a breakdown of the responsibilities assigned to the individual Management Board members. Each Management Board member is responsible for managing the departments assigned to them within the framework set by Management Board resolutions. The departments are assigned to the members in the Management Board's Rules of Procedure. Thereafter, the breakdown can only be changed by a unanimous resolution by the Management Board, with the Supervisory Board's prior approval. According to the Rules of Procedure for the Management Board in force during the reporting period, the individual Management Board members are responsible for the following areas:

Stefan Smalla (CEO)	Sebastian Säuberlich (CFO)
Strategy (development and • implementation) Organization • Operations • Marketing • Technology and product management • Product development • Human resources •	Finance • Accounting, taxes, and treasury o Financial control o Capital market reporting o Investor relations • Legal, compliance, and risk management •

The management of all departments must be aligned in full with the objectives resolved by the Management Board.

The members of the Management Board are jointly responsible for the overall management of the Company, regardless of the breakdown of responsibilities. They work together cooperatively and inform each other on an ongoing basis of significant activities and events in the departments for which they are responsible.

In addition, activities and transactions that are exceptionally significant for the Company or that entail an exceptional economic risk require the approval of the full Management Board. The full Management Board also decides on all matters for which the law, Westwing Group AG's (now Westwing Group SE`s) Articles of Association, or the Management Board's Rules of Procedure require a decision to be taken by the Management Board. This includes but is not limited to the Company's strategy, key business policy issues, and all other issues (and particularly national or international business relationships) that are of particular significance for Westwing Group AG (now Westwing Group SE) and/or the Westwing Group.

In general, Management Board resolutions are passed during meetings. At the request of a Management Board member, meetings can also be held via conference calls or other electronic means of communication (especially videoconferencing). In such cases, resolutions may be passed via conference calls or other electronic means of communication (especially videoconferencing).

Management Board meetings should be held regularly, but at least once a month. They must be held if this is in the Company's best interests.

Above and beyond this, resolutions may be passed outside meetings in writing, orally, by phone, fax, or e-mail, or using other common means of communication (especially videoconferencing). The Management Board should use its best efforts to ensure that all its resolutions are passed unanimously. If this is not possible, resolutions are passed by a simple majority of the votes cast, unless the law, Westwing Group AG's (now Westwing Group SE`s) Articles of Association, or the Management Board's Rules of Procedure prescribe another majority. The Management Board must pass resolutions unanimously in those cases in which it consists of two members only.

The Management Board is in regular contact with the Supervisory Board Chairman and informs the latter of the course of business and situation at Westwing Group AG (now Westwing Group SE) and its Group companies. It discusses the Company's strategy, planning, performance, and risk management with him. The Management Board must report without undue delay to the Supervisory Board Chairman about significant events and in the case of business matters that could have a material impact on the assessment of the Company's situation and development, and on its management. Among other things, this includes any defects found in the monitoring system pursuant to section 91(2) of the AktG.

Specifically, the Management Board reports to the Supervisory Board at least once a calendar quarter on the proposed business strategy and other fundamental questions relating to corporate planning (and in particular financial, investment, and human resources planning), unless changes in the situation or new questions require a report to be made without undue delay. In addition, the Management Board must report to the Supervisory Board regularly, and at least once a quarter, on the course of business, and in particular on the Company's revenue and its situation.

The Management Board reports without undue delay to the Supervisory Board Chairman about significant events as defined by section 90(1) sentence 3 of the AktG and business matters that could have a material impact on the Company's situation. Significant events also include business events at Group companies that could have a material impact on Westwing Group AG's (now Westwing Group SE`s) situation and that become known to the Management Board.

Apart from those transactions for which Supervisory Board approval is required by law, the Management Board may only perform certain defined transactions and activities with the prior approval of the Supervisory Board or of a Supervisory Board Committee entrusted with this by the Supervisory Board. These transactions and activities are listed in the Rules of Procedure for the Management Board and were reviewed in the reporting period.

No Management Board Committees

The Management Board consists of two people and has not formed any committees.

Supervisory Board Working Practices

The Supervisory Board advises and supervises the Management Board in its management of the Company on a regular basis. It must be involved in decisions of fundamental importance to the Company.

The Supervisory Board performs its duties in accordance with the provisions of the law, Westwing Group AG's (now Westwing Group SE`s) Articles of Association, and the Rules of Procedure for the Supervisory Board. It works together with the Company's other governing bodies, and in particular the Management Board, closely and in a spirit of mutual trust in the Company's best interests.

The Supervisory Board elects a Chairman and a Deputy from among its members. The Chairman coordinates the work performed by the Supervisory Board and its cooperation with the Management Board. The Chairman maintains regular contact with the Management Board and confers with it on the Company's strategy, planning, performance, and risk management and on key events that are of significant importance for the assessment of the Company's situation and development, and for its management.

The Supervisory Board must meet at least once every calendar quarter. Additional meetings are convened where necessary. The Supervisory Board Chairman chairs the Supervisory Board meetings. He determines the order in which the agenda items are addressed and the nature, order, and form of the votes taken.

In general, Supervisory Board resolutions are passed during meetings. On the Chairman's instructions or with the approval of all members of the Supervisory Board, meetings can also be held via conference calls or other electronic means of communication (especially videoconferencing). In such cases, resolutions may be passed via conference calls or other electronic means of communication (especially videoconferencing).

Above and beyond this, resolutions may be passed outside meetings in writing, by fax or e-mail, or using other comparable means of communication. Supervisory Board resolutions are passed by a simple majority of the votes cast unless a different requirement is specified by law. Abstentions do not count as votes cast for this purpose. If a Supervisory Board vote results in a tie, the Supervisory Board Chairman shall have the casting vote.

Additional information on Supervisory Board working practices is contained in the Rules of Procedure for the Supervisory Board. The Rules of Procedure for the Supervisory Board are publicly available on Westwing Group AG's (now Westwing Group SE`s) corporate website (ir.westwing.com) under the Corporate Governance/Supervisory Board section.

Supervisory Board Committees

As of the beginning of fiscal year 2021, Westwing Group AG's (now Westwing Group SE`s) Supervisory Board was composed of the following members: Christoph Barchewitz (Chairman of the Supervisory Board), Dr. Antonella Mei-Pochtler (Deputy Chairwoman of the Supervisory Board), Thomas Harding and Michael Hoffman.

There was one change in the composition of the Supervisory Board during the reporting period: Following the change to the Articles of Association increasing the size of the Supervisory Board to five members came into force as of August 18, 2021 , Mareike Wächter became a further member of Westwing Group AG's (now Westwing Group SE`s) Supervisory Board.

As of the beginning of fiscal year 2021, the Supervisory Board had one committee, the Audit Committee, comprising three members of the Supervisory Board. At the start of the fiscal year 2021, these members were Michael Hoffmann (Chairman of the Audit Committee), Christoph Barchewitz, and Thomas Harding.

As of December 31, 2021, the Supervisory Board had three committees:

In addition to the Audit Committee, a Nomination Committee and a Remuneration Committee of the Supervisory Board were established in December 2021.

The members of the committees were as follows as of December 31, 2021:

Committee	Members
Audit Committee	• Michael Hoffmann (Chairman) • Mareike Wächter

	• Thomas Harding
Remuneration Committee	• Dr. Antonella Mei-Pochtler (Chairwoman) • Christoph Barchewitz • Michael Hoffman
Nomination Committee	• Christoph Barchewitz (Chairman) • Mareike Wächter • Thomas Harding

The Chairman of the Audit Committee, Michael Hoffmann, has substantial expertise in the area of auditing in particular. Another member of the Audit Committee, Mareike Wächter, has expertise in the area of financial reporting. Overall, the members of the Audit Committee are highly familiar with the sector in which Westwing Group AG (now Westwing Group SE) operates. Consequently, the personal requirements required to be met by the members of the Audit Committee by law, the German Corporate Governance Code, and the Rules of Procedure for the Supervisory Board have been met.

The main topics addressed by the Audit Committee are, as recommended by the German Corporate Governance Code, the examination of the Company's financial reporting and the oversight of the financial reporting process, the effectiveness of the internal control system, the risk management system, the internal audit system, the audit of the financial statements, and compliance. The tasks to be performed by the Audit Committee are set out in the Rules of Procedure for the Supervisory Board, which are publicly available on the Westwing Group AG's (now Westwing Group SE`s) corporate website (ir.westwing.com) under the Corporate Governance/Supervisory Board section.

Among other things, the Remuneration Committee addresses all questions relating to the remuneration of the Management Board and the Supervisory Board that fall within the Supervisory Board's remit. It prepares all proposed resolutions on Management Board remuneration for final decision by the Supervisory Board.

In line with Recommendation D.5 of the German Corporate Governance Code, the Nomination Committee is responsible for providing the Supervisory Board with the names of suitable candidates for the Supervisory Board's proposals to the General Meeting.

4. Determinations of Targets in Accordance with Sections 76(4) and 111(5) of the AktG

Pursuant to sections 315d sentence 2 and 289f(2) no. 4 of the HGB, the targets determined pursuant to sections 76(4) and 111(5) of the AktG must be included in the statement issued by stock listed companies along with information on whether the targets determined were met within the periods concerned and, if they were not, what the reasons for this were.

Proportion of Women at the Two Management Levels Below the Management Board

Section 76(4) of the AktG requires management boards of listed companies to set targets for the proportion of women at the two management levels below them.

In line with this, in fiscal year 2019 the Management Board set a target of 0% for the first management level. As a result, no deadline for achieving the target pursuant to section 76(4) sentence 3 of the AktG needed to be set.

The background to determining the target is the fact that the point of reference for determining the management levels is the legal entity and not the Company or the Group as a whole (proposed resolution and report of the Bundestag's Committee on Family Affairs, Senior Citizens, Women, and Youth, printed paper 18/4227, sentence 21). Consequently, the law requires only the two management levels below the Management Board at Westwing Group AG (now Westwing Group SE) to be taken into account. However, as a matter of principle, Westwing Group AG's (now Westwing Group SE`s) Management Board does not distinguish when determining the Company's management levels between whether the employees belong to Westwing Group AG (now Westwing Group SE) or other Group companies. A target of 0% for the first management level was determined purely in order to comply with section 76(4) of the AktG. The starting point for this target was the number of employees at the first management level who have contracts of employment with Westwing Group AG (now Westwing Group SE). At the time the resolution was passed, this related to two male employees. Determining a target of 0% therefore served the legitimate purpose of not having to make new appointments to these two positions within a deadline to be set in accordance with section 76(4) sentence 3 of the AktG.

The target of 0% determined for the first management level below the Management Board was exceeded in fiscal year 2021. It amounted to 67% as of December 31, 2021 (previous year: 57%).

The target set by the Management Board in fiscal year 2019 for the second management level was 40%. The objective is to exceed this target in each reporting period up to March 25, 2023.

The target of 40% determined for the second management level below the Management Board was exceeded in fiscal year 2021. It amounted to 58% as of December 31, 2021 (previous year: 47%). As already mentioned above, only employees who have contracts of employment with Westwing Group AG (now Westwing Group SE) were taken into account here.

To be clear, we should reiterate at this point that Westwing Group AG's (now Westwing Group SE`s) Management Board does not distinguish in principle when determining the Company's management levels between whether employees belong to Westwing Group AG (now Westwing Group SE) or other Group companies. In line with this, if one looks at the proportion of women at the first management level below the Management Board, this amounted to 59% as of December 31, 2021 (previous year: 40%). Furthermore, the proportion of women at the second management level below the Management Board as of December 31, 2021, amounted to 56% (previous year: 56%).

Westwing Group AG (now Westwing Group SE) encourages the participation of women at all levels of management. We are proud of our high proportion of female managers and employees.

Proportion of Women on the Supervisory Board and the Management Board

Section 111(5) of the AktG requires the supervisory boards of listed companies to sets targets for the proportion of women on the Supervisory Board and Management Board.

A target of 25% for the proportion of women on the Supervisory Board was set in fiscal year 2019. This target was met in fiscal year 2021; since the size of the Supervisory Board was increased to five members with effect as of August 18, 2021, two-fifths of the members have been women. The Supervisory Board will review the target in fiscal year 2023 at the latest.

A target of 25% for the proportion of women on the Management Board was set in fiscal year 2019. This target was not met in fiscal year 2021. Following Delia Lachance leaving the Management Board with effect from February 29, 2020, the Management Board consisted of two men in the reporting period. No replacement was appointed and no increase in the number of Management Board members was made in the financial year 2021. The Supervisory Board will review the target in fiscal year 2023 at the latest.

5. Diversity Policy

Sections 315d sentence 2 and 289f(2) no. 6 of the HGB require stock corporations within the meaning of section 289f(1) of the HGB that are defined as large corporations within the meaning of section 267(3) sentence 1 and sections 267(4) to (5) of the HGB to include in their statements a description of the diversity policy that is pursued with regard to the composition of the body authorized to represent the entity and the supervisory board in terms of aspects such as age, gender, or educational or professional background. In addition, the objectives of that diversity policy, the manner of its implementation, and the results achieved in the fiscal year must be included.

Composition of the Management Board

The Supervisory Board takes the principle of diversity into account when determining the composition of the Management Board, in line with the recommendation of the German Corporate Governance Code.

The composition of the Management Board should be such as to ensure the competent and professional management of Westwing Group AG (now Westwing Group SE).

The Supervisory Board applies an age limit of 75 for members when determining the Management Board's composition. Exceptions to this rule may be made in justified individual cases.

Please see the information above on sections 315d sentence 2 and 289f(2) no. 4 of the HGB in conjunction with section 76(4) of the AktG as regards the proportion of women on the Management Board.

What is more, as regards its members' educational and professional background, the Management Board aims to establish as many different capabilities and areas of experience as possible in the skill sets relevant for managing the Company. Business decisions and issues requiring discussion by the Management Board should be evaluated from as many different perspectives as possible, and nuanced assessments produced and reasons given in line with this.

Composition of the Supervisory Board

The Supervisory Board has determined specific objectives for its composition and prepared a profile of skills and expertise. The Supervisory Board takes the principle of diversity into account in the process, in line with the recommendation of the German Corporate Governance Code.

The composition of the Supervisory Board should be such as to enable it to ensure the qualified oversight of, and provide qualified advice to, Westwing Group AG's (now Westwing Group SE`s) Management Board. Supervisory Board members should have the knowledge, skills, and professional experience needed to perform their duties in a due and proper manner. To ensure this is the case, the Supervisory Board has developed a profile of skills and expertise; this requires Supervisory Board members to have relevant experience of online retailing, for example. Other topics that must be taken into account include the independence of the Supervisory Board members and the diversity of its composition.

The Supervisory Board applies an age limit of 75 years for members for its composition. Exceptions to this rule may be made in justified individual cases. Supervisory Board members' total term in office have been disclosed in their résumés. These are publicly available on the Company's corporate website (ir.westwing.com) under the Corporate Governance/Supervisory Board section.

As regards the gender of Supervisory Board members, care must be taken to ensure that all genders are represented on the Supervisory Board. Please see the information given above on sections 315d sentence 2 and 289f(2) no. 4 of the HGB in conjunction with section 111(5) of the AktG as regards the proportion of women on the Supervisory Board.

What is more, as regards its members' educational and professional background, the Supervisory Board has set itself the objective of bringing together as many different capabilities and areas of experience as possible in the skill sets relevant for managing the Company. In line with this, the level of diversity should allow business decisions and issues requiring advice to be evaluated from many different perspectives, and nuanced assessments produced and reasons given in line with this.

Objectives of the Diversity Policy

Diversity means variety. In practice, Westwing believe this enriches both society as a whole and the Company. In line with this, Westwing Group AG (now Westwing Group SE) is committed to positively highlighting diversity throughout the organization and to fostering mutual acceptance. First and foremost, this means promoting measures that serve to integrate people with disabilities ("inclusion").

For us, diversity in terms of gender, culture, religion, sexual orientation, ideological beliefs, or other lifestyle issues goes without saying. Our diversity policy therefore aims to accept differences without passing judgment and, in line with this, to create diverse structures throughout the Company.

In particular, there is no place in our Company for discriminatory opinions, group-focused enmity, and unwanted sexual activity. Westwing Group AG (now Westwing Group SE) has adopted a zero-tolerance policy in this area and promotes employee education and awareness throughout the organization.

In addition, it should be noted that we do not simply define diversity as an economically relevant factor. Consequently, our diversity policy is also not dependent on whether or not we generate positive economic effects from it.

Way in Which the Diversity Policy was Implemented and Results in Fiscal Year 2021

We reviewed our business practices throughout the Company in 2021 (e.g., in the areas of recruitment, employee retention, employer branding, and communication). A diversity and inclusion road map was drawn up in fiscal year 2021 with the goal of making Westwing an even more diverse and inclusive Company in the future.

Munich, 11. March 2022

Westwing Group SE

On behalf of the Management Board On behalf of the Supervisory Board

Stefan Smalla Christoph Barchewitz