Declaration of Conformity
Declaration of Conformity by SIMONA AG regarding the German Corporate Governance Code
On April 7, 2025, the Management Board and Supervisory Board issued the following Declaration of Conformity in accordance with Section 161 of the Stock Corporation Act (Aktiengesetz – AktG):
Since issuing its last Declaration of Conformity on April 5, 2024, SIMONA AG (hereinafter referred to as "SIMONA") has complied with the recommendations of the Government Commission on the German Corporate Governance Code as amended on April 28, 2022, with the following exceptions, and will continue to comply with these recommendations in future with the following exceptions:
Transparency and external reporting – Recommendation F.2
Explanation: SIMONA publishes its consolidated financial statements in compliance with statutory schedules of disclosure. Owing to the procedures defined for the preparation of financial statements, the aim being to deliver the greatest possible transparency and accuracy, earlier publication would not be feasible.
Remuneration of the Management Board – Recommendation G.10 sentence 1
Explanation: Variable compensation granted to members of the Management Board is not invested in shares in the company or share-based. The rationale behind this is that SIMONA AG does not hold any treasury shares that would be available for the granting of shares in the company to members of the Management Board. Furthermore, due to the small free float and the associated low trading volume, the members of the Management Board would not be able to invest any variable compensation granted predominantly in shares of the company. In view of the associated, in some cases erratic, price fluctuations that are beyond the Management Board's control, the Supervisory Board is also of the opinion that any other form of share-based compensation for Management Board members would not provide a meaningful incentive.
Remuneration of the Management Board – Recommendation G.10 sentence 2
Explanation: Members of the Management Board may access the long-term variable amounts granted after a period of just three years. In the opinion of the Supervisory Board, this structure has proved to be practicable and sufficient for SIMONA in the long term and is in line with the company's objectives. The period chosen is thus to remain unchanged in the interests of continuity with regard to the assessment basis.
Remuneration of the Management Board – Recommendation G.11 sentence 2
Explanation: The employment contracts of the Management Board members do not currently provide for the possibility of withholding or reclaiming any variable compensation.
Remuneration of the Supervisory Board – Recommendation G.17
Explanation: The Articles of Association of SIMONA include provisions outlining special compensation in respect of the role of chairperson and deputy chairperson of the Supervisory Board. Additionally, membership of Supervisory Board committees is subject to special compensation. By contrast, no separate compensation is payable in respect of the chairmanship of a committee, and such a policy is not deemed necessary at present.
Kirn, April 7, 2025
SIMONA AG
Supervisory Board and Management Board
