Investor Relations of ORBIS: Governance

ORBIS Corporate Governance Code 2022

Declaration of conformity by the Management Board and Supervisory Board pursuant to Section 161 of the German Stock Corporation Act

ORBIS SE’s Management Board and Supervisory Board declare pursuant to Section 161 of the German Stock Corporation Act that ORBIS AG complies with the recommendations set out in the German Corporate Governance Code in the version dated December 16, 2019, with the exceptions listed below:

A.2 Compliance management system and disclosure

ORBIS SE maintains a compliance management system. The basic principles are contained in the ORBIS AG Code of Conduct. Disclosure takes place to the extent that these basic principles are known to the employees of the ORBIS Group and that they have access to the Code of Conduct at all times.

The Chairman of the Supervisory Board is available to both employees and third parties to provide protected information concerning violations of the law.

B.1 Management Board and diversity

To date, the ORBIS SE Supervisory Board has appointed members of the company’s Management Board exclusively based on the candidates’ qualifications and irrespective of their gender. This principle is to remain decisive for appointing members of the Management Board in the future.

B.2 The Supervisory Board should work together with the Management Board to ensure long-term succession planning; the procedure should be described in the corporate governance declaration.

Together with the Management Board, the Supervisory Board will develop a long-term succession plan in the near future to ensure sustainable corporate development.

B.3 Members of the Management Board should initially be appointed for a maximum of three years.

Such a short appointment period was dispensed with, since they have been employees from the very beginning and also have many years of experience in management positions within the company.

B.5 An age limit should be specified for members of the Management Board and stated in the corporate governance declaration.

There are no age limits for the members of the Management Board at ORBIS SE. In ORBIS SE’s opinion, setting an age limit for members of the Management Board constitutes an inappropriate restriction of the Supervisory Board’s right to select the candidate(s) it considers most suitable as a member of the Management Board. This is why ORBIS AG will not set an age limit for the members of the Management Board in the future, contrary to the recommendation of the German Corporate Governance Code.

C.1 Specific goals, skills profile, diversity and information

In its election proposals to the General Meeting, the Supervisory Board complies with all the statutory requirements regarding the personal conditions for the eligibility of members of the Supervisory Board. The focus is on the professional and personal skills of the members, paying particular attention to company-specific requirements, ORBIS SE’s international activities, potential conflicts of interest and diversity. However, the Supervisory Board does not consider it necessary at present to specify concrete goals or to draw up a skills profile for the entire Board. This is why a status of implementation cannot be published in the corporate governance declaration. Due to the size of the Supervisory Board, no information is provided concerning what the Supervisory Board considers to be an appropriate number of independent shareholder representatives and the names of these members.

C.2 An age limit should be specified for members of the Supervisory Board and stated in the corporate governance declaration.

There are no age limits for members of the Supervisory Board at ORBIS SE. ORBIS SE considers it important to give the shareholders the opportunity to elect the candidate(s) deemed most suitable by the shareholders as a member of the Supervisory Board. It therefore considers the restriction imposed by the Code to be inappropriate and will therefore not set an age limit for members of the Supervisory Board in the future.

C.3 The length of service on the Supervisory Board should be disclosed

At ORBIS SE, there are no regular limits on the length of membership for members of the Supervisory Board. ORBIS SE considers it important to give the shareholders the opportunity to elect the candidate(s) deemed most suitable by the shareholders as a member of the Supervisory Board. It therefore considers the restriction imposed by the Code to be inappropriate and will therefore not specify a length of service for members of the Supervisory Board in the future, since the company should in principle also have access to the expertise of experienced members of the Supervisory Board. A limit set from the outset for a maximum period of membership does not seem appropriate.

C.7/C.8 Independence of members of the Supervisory Board

At ORBIS SE, there are no regular limits on the length of membership for members of the Supervisory Board. ORBIS SE considers it important to give the shareholders the opportunity to elect the candidate(s) deemed most suitable by the shareholders as a member of the Supervisory Board. It therefore considers the restriction imposed by the Code to be inappropriate and will therefore not set any standard limit on the length of membership in the future.

C.14 Résumé on the candidate proposal

The recommendation to enclose a résumé with a candidate proposal, along with a summary of the main activities in addition to the Supervisory Board mandate, is complied with; this is considered sufficient for a company of this size. This is why an annually updated version on the website is also considered unnecessary.

C.15 Election of members of the Supervisory Board

ORBIS SE also considers the possibility of holding a general election as an alternative to an individual election under stock corporation law to be an appropriate election procedure. This is why ORBIS SE intends to continue to appoint the members of the Supervisory Board in a general election in compliance with the provisions set out in the German Stock Corporation Act.

D.2. – D.5. Supervisory Board committees

No committees were formed at ORBIS SE due to the size of the Supervisory Board with only three members (all shareholder representatives).

F.2 Period for publication of the consolidated financial statements and interim financial information

The German Corporate Governance Code recommends that the consolidated financial statements be made publicly accessible within 90 days of the end of the financial year, and interim reports within 45 days of the end of a reporting period.

ORBIS SE always publishes its consolidated annual financial statements in March (i.e. within 90 days of the end of the financial year). To date, ORBIS SE has made the interim reports publicly accessible within 50 to 60 days of the end of the respective reporting period. In ORBIS SE’s opinion, even if the recommended period is exceeded in this way the shareholders’ interest in receiving timely information about the company’s situation is guaranteed.

F.3 Interim financial information

Interim financial information beyond the semi-annual report is considered unnecessary, since both the annual report and the semi-annual report contain the relevant information at appropriate intervals.

G.1/G.6 Determining long-term variable remuneration components

The currently agreed variable remuneration components are based on the increase in current sales revenue compared with the previous year and on EBT (net income before taxes including extraordinary income) and are also limited in amount.

As founders or “employees from the very beginning” and as shareholders of the company, the members of the ORBIS SE Management Board always attach the utmost importance to sustainable growth of the company. Due to these long-standing, close personal ties that the members of the Management Board have to ORBIS SE, the Supervisory Board is of the opinion that the orientation of the variable remuneration components to the success of the financial year in question does not pose the risk of the Management Board being tempted to take irresponsible risks; rather, it sufficiently takes into account the company’s strategic focus.

G.7/G.8 Determination of performance criteria by the Supervisory Board; exclusion of subsequent changes

The performance criteria for the variable remuneration components are contractually defined. However, the Supervisory Board will reassess these aspects accordingly for future contractual arrangements.

G.10 Variable remuneration amounts of the Management Board

As founders or “employees from the very beginning” and as shareholders of the company, the members of the ORBIS SE Management Board always attach the utmost importance to sustainable growth of the company. Due to these long-standing, close personal ties that the members of the Management Board have to ORBIS SE, the Supervisory Board is of the opinion that the orientation of the variable remuneration components to the success of the financial year in question does not pose the risk of the Management Board being tempted to take irresponsible risks; rather, it sufficiently takes into account the company’s strategic focus. The annual payout of the variable remuneration components in cash is therefore also considered appropriate. However, the Supervisory Board will reassess these aspects accordingly for future contractual arrangements.

G.11 The Supervisory Board should have the opportunity to take extraordinary developments into account within reason. In justified cases, it should be possible to withhold or reclaim variable remuneration

Such measures have so far been taken on a voluntary basis and have not been agreed accordingly in the existing contracts. In general, such extraordinary developments are already covered by the agreed variable targets. However, the Supervisory Board will reassess these aspects accordingly for future contractual arrangements.

March 2022

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