Declaration of conformity

The principles of responsible and good corporate governance guide the actions of OHB SE’s Management Board and Supervisory Board. They are oriented to achieving sustained business success. For this reason, OHB SE welcomes the German Corporate Governance Code and the fact that it is embodied in statutory law. The Management Board and the Supervisory Board of OHB SE declare that the Company has conformed to the recommendations of the Corporate Governance Code Commission appointed by the German Federal Government and will continue to do so in the future.

This declaration of conformity is based on the German Corporate Governance Code in the version dated April 28, 2022. 

OHB SE's practices deviate from the recommendations of the German Corporate Governance Code in the following respects:

Sustainability-related objectives in the internal control system and risk management system (A.3)

In accordance with the German Corporate Governance Code's recommendation, the internal control system and the risk management system should also cover sustainability-related targets. OHB SE considers this expansion to be reasonable and has already laid the groundwork for its implementation. Full integration has not yet been completed but is being pursued consistently.

Limitation of the initial appointment of members of the Management Board to three years (B.3)

The Management Board members Dr. Markus Moeller and Dr. Tim Tecklenburg were appointed for four and five years, respectively, in their first term. When determining the term of appointment, the Supervisory Board places particular emphasis on ensuring continuity and stability in corporate management. From the Board's perspective, appointing members for more than three years enables them to implement strategic projects while also creating planning security for the company without impairing the Supervisory Board's control function.

Age limit for members of the Management Board (B.5)

In OHB SE's view, no age limit should be set for members of the Management Board as this would mean a restriction for the Supervisory Board in its selection of Management Board members.

Age limit for members of the Supervisory Board (C.2)

The German Corporate Governance Code recommends setting age limits for members of the Supervisory Board. The Supervisory Board is elected by OHB SE's shareholders. An age limit may lead to rigid rules and constitute an unintended exclusion criterion that could be contrary to the Company's objective of attracting personalities with extensive experience to serve on the Supervisory Board. For this reason, a more flexible approach based on a decision on a case-by-case basis was preferred to a rigid limit.

Variable compensation (G.6)

According to the Code, the proportion of long-term targets in variable compensation should exceed the proportion of short-term targets. At present, variable compensation is made up of equal proportions of long-term and short-term targets. Important short-term targets have been identified and therefore given equal priority.

Independence of members of the Supervisory Board (C.7 and C.8)

The German Corporate Governance Code recommends that more than half of the shareholder representatives should be independent of the company and the Management Board. One of the indicators to be considered is the length of service on the Supervisory Board. Accordingly, shareholder representatives who have been members of the Board for more than twelve years may not be considered independent (C.7). Robert Wethmar has been a member of the Supervisory Board since 2012 and its Chairman since 2018. The Annual General Meeting on June 12, 2025, approved the Supervisory Board's nomination to elect Mr. Wethmar to the Board until the end of the Annual General Meeting that will decide on the approval of the Supervisory Board's actions for the 2027 financial year.

If one or more of the indicators mentioned in C.7 apply and the Supervisory Board member in question is nevertheless considered independent, this must be justified (C.8). In the opinion of the Supervisory Board, exceeding the recommended maximum term of office alone, under conditions that are otherwise unchanged from previous years, does not constitute dependence, as the Supervisory Board deems that the conditions for the independent performance of duties within the scope of Supervisory Board activities continue to be met. If this indicator is used as the sole reason for limiting the term of office of Supervisory Board members, this can lead to rigid rules and constitute an unintended exclusion criterion that could be contrary to the Company's objective of retaining suitable individuals for the Supervisory Board.

Distribution of variable compensation components in shares (G.10)

OHB SE is an entrepreneur-managed Company. This implies maximum representation of the Company's interests. Therefore, no shares are issued to the CEO, who already holds a majority stake in the company. Some members of the Management Board have share-based compensation components, but these do not in all cases account for the majority of the variable compensation. The holding period for the shares is two years.

Management Board and Supervisory Board of OHB SE

Bremen, December 18, 2025