ORBIS Corporate Governance Code 2023

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

Pursuant to Section 161 of the German Stock Corporation Act, ORBIS SE’s Management Board and Supervisory Board declare that ORBIS SE complies with the recommendations set out in the German Corporate Governance Code in the version dated April 28, 2022, with the exceptions listed below:

A.4 Reporting suspected breaches of the law

Employees as well as third parties shall be given the opportunity to report, in a protected manner, suspected breaches of the law to the Chairman of the Supervisory Board.

B.1 Management Board and diversity

To date, the ORBIS SE Supervisory Board has appointed members of the company’s Management Board based exclusively 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 Together with the Management Board, the Supervisory Board shall ensure that there is long-term succession planning. The approach shall be described in the Corporate Governance Statement.

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 The first-time appointment of Management Board members shall be for a period of not more than three years.

Such a short appointment period was dispensed with, as the Management Board members 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 shall be specified for members of the Management Board and disclosed in the Corporate Governance Statement.

There are no age limits for the members of the Management Board at ORBIS SE. ORBIS SE is of the opinion that specifying an age limit for members of the Management Board constitutes an inappropriate restriction of the Supervisory Board’s right to select the candidate it considers most suitable as a member of the Management Board. This is why ORBIS SE will continue not to specify an age limit for the members of the Management Board, contrary to the recommendation of the German Corporate Governance Code.

C.1 Specific objectives, profile of skills and expertise, diversity, and information

Election proposals by the Supervisory Board to the General Meeting comply with all the statutory requirements regarding the personal prerequisites for the eligibility for election 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. The level of expertise regarding sustainability issues shall also be taken into account. However, the Supervisory Board does not consider it necessary at present to determine specific objectives or to prepare a profile of skills and expertise for the entire Board. For this reason, a status of implementation cannot be disclosed in the Corporate Governance Statement. Due to the size of the Supervisory Board, no information shall be provided concerning what the Supervisory Board considers to be an appropriate number of independent shareholder representatives or the names of these members.

C.2 An age limit shall be specified for members of the Supervisory Board and disclosed in the Corporate Governance Statement.

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 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 thus will not specify an age limit for members of the Supervisory Board in the future.

C.3 The term of Supervisory Board membership shall 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 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 thus will not specify a limit to the 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. It does not seem appropriate to specify a limit for a maximum term of membership from the start.

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 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 thus will not specify a limit to the length of service for members of the Supervisory Board in the future.

C.14 Résumé on the candidate proposal

The recommendation to include a résumé with a candidate proposal, along with an overview of the candidate’s material activities in addition to the Supervisory Board mandate, is complied with; this is considered sufficient for a company of this size. For this reason, 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 block election as an alternative to individual election in accordance with stock corporation law to be an appropriate election procedure. ORBIS SE therefore intends to continue to appoint the members of the Supervisory Board in a block election in compliance with the provisions set out in the German Stock Corporation Act.

D.2 and D.4 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), excepting the audit committee.

D.3 Audit committee

As the Supervisory Board at ORBIS SE only consists of three members, and the Chairman of the Supervisory Board has extensive knowledge and expertise concerning the functions and tasks of the Audit Committee, the Chairman of the Supervisory Board has also been appointed as the Chairman of the Audit Committee.

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. ORBIS SE is of the opinion that 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 (annual net profit before taxes including extraordinary income) and are also limited in amount.

As founders, or rather as “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 to ORBIS SE that the members of the Management Board have, the Supervisory Board is of the opinion that basing the variable remuneration components on 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 takes sufficient account of 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 rather as “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 to ORBIS SE that the members of the Management Board have, the Supervisory Board is of the opinion that basing the variable remuneration components on 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 takes sufficient account of 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 shall have the possibility to account for extraordinary developments to an appropriate extent. It shall be permitted to retain or reclaim variable remuneration, if justified.

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.

November 2023