Pursuant to Section 161 of the German Stock Corporation Act regarding compliance with the German Corporate Governance Code at OHB SE
The principles of responsible and sound corporate governance guide the actions of OHB SE’s management and supervisory bodies. The actions of OHB SE’s governing bodies are geared toward sustainable success. OHB SE therefore welcomes the German Corporate Governance Code and its statutory anchoring. The Management Board and Supervisory Board of OHB SE declare that the recommendations for conduct issued by the Code Commission on Corporate Management and Oversight, appointed by the German Federal Government, have been complied with and will continue to be complied with in the future.
This declaration of compliance is based on the German Corporate Governance Code as of April 28, 2022.
OHB SE’s practices differ 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 recommendation of the German Corporate Governance Code, the internal control system and the risk management system should also cover sustainability-related objectives. OHB SE considers this expansion to be appropriate and has already laid the groundwork for its implementation. Full integration has not yet been completed, but is being actively pursued.
Limiting the initial term of office for members of the Executive Board to three years (B.3)
Board members Dr. Markus Moeller and Dr. Tim Tecklenburg were appointed for their first terms of four and five years, respectively. In determining the length of the appointments, the Supervisory Board places particular emphasis on ensuring continuity and stability in corporate governance. From the Board’s perspective, appointments for more than three years enable Executive Board members to implement strategic initiatives while simultaneously providing planning certainty for the company without compromising the Supervisory Board’s oversight function.
Age limit for board members (B.5)
In OHB SE’s view, no age limit should be set for members of the Executive Board, as this would restrict the Supervisory Board’s ability to select members of the Executive Board.
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 the shareholders of OHB SE. An age limit could lead to rigid regulations and create an unintended exclusion criterion that might run counter to the company’s goal of attracting highly experienced individuals to serve on the Supervisory Board. For this reason, a more flexible approach based on case-by-case decisions was preferred over a rigid limit.
Independence of Supervisory Board Members (C.7 and C.8)
The German Corporate Governance Code recommends that more than half of the shareholder representatives be independent of the company and the Management Board. One of the indicators to be taken into account 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 conclusion of the Annual General Meeting that decides on the discharge of the Supervisory Board for the fiscal year 2027.
If one or more of the indicators listed in C.7 apply and the Supervisory Board member in question is nevertheless considered independent, this must be justified (C.8). From the Supervisory Board’s perspective, the mere fact that the recommended maximum term of office is exceeded—under otherwise unchanged conditions compared to previous years—does not constitute a dependency, as the Supervisory Board believes that the prerequisites for the independent performance of duties within the scope of Supervisory Board activities continue to be met. If this indicator were to be used as the sole basis for limiting the term of office of Supervisory Board members, this could lead to rigid regulations and establish an unintended exclusion criterion that could run counter to the Company’s goal of retaining individuals suitable for service on the Supervisory Board.
Variable compensation (G.6)
According to the Code, the portion of variable compensation tied to long-term goals should exceed the portion tied to short-term goals. Currently, variable compensation is composed of equal parts long-term and short-term goals. Important short-term goals have been identified and have therefore been given equal priority.
Issuance of variable compensation components in the form of shares (G.10)
OHB SE is an entrepreneur-led company. This implies that the interests of the entrepreneurs are given the highest priority. Consequently, no shares will be issued to the CEO, who already holds a majority stake in the company. Some members of the Executive Board have agreed to share-based compensation components; however, these do not constitute the majority of their variable compensation in all cases. The lock-up period for the shares is two years.
The Executive Board and Supervisory Board of OHB SE
Bremen, December 18, 2025
