Report of the Supervisory Board

The Supervisory Board dutifully and comprehensively performed all of the tasks incumbent on it in the 2021 financial year as required by law and the Articles of Association. It regularly advised the Board of Management on its management of the company and continuously accompanied and monitored all important management measures for the Group. In the process, the Supervisory Board was involved in all decisions of fundamental importance to the company and the Group.

The Board of Management regularly, comprehensively and promptly informed the Supervisory Board about all relevant aspects of intended business policies and other fundamental issues relating to business planning, and also provided reasons for any discrepancies between the actual development of business and the plans and targets reported at an earlier date. In the reporting period, this also included discussions on questions relating to the coronavirus pandemic and its impact on the company in particular. In addition, the Board of Management informed the Supervisory Board about the economic position of the company and the Group including, among other things, the profitability of the company (especially the equity), the development of business (especially the revenue and earnings, the net assets, financial position and results of operations, as well as HR development at the company) and those business transactions that could be of significant importance for the profitability or liquidity of the company. Furthermore, the Board of Management informed the Supervisory Board about the risk situation of the Group and of individual areas of the Group, corporate strategy and planning, risk management, the internal control system and compliance.

In the 2021 financial year, the Supervisory Board dealt extensively with verbal and written reports and proposals for resolutions issued by the Board of Management at eight ordinary meetings – primarily held online due to the pandemic – on 19 February, 19 March, 4 May, 5 May, 15 July, 30 September, 4 November and 8 December 2021 and one extraordinary meeting on 18 January 2021, and through one written resolution procedure. Furthermore, it requested reports and information from the Board of Management on individual topics, which were comprehensively provided in a timely manner in each case. The discussions and resolutions at the plenary meetings of the Supervisory Board focused on the following key issues:

Aside from the meetings, the Board of Management informed the Supervisory Board in writing about all business transactions of particular importance for the company or the Group. In addition, there was ongoing communication between the Chairman of the Supervisory Board and the Board of Management, particularly with the Chairman of the Board of Management, in order to discuss issues relating to strategy, planning, business development, the risk situation, risk management, compliance, the impact of the coronavirus pandemic, important individual transactions and currently pending decisions.

There was a consistently very high attendance rate at the individual meetings of the Supervisory Board. The majority of the members of the Supervisory Board attended all meetings of the Supervisory Board. No member of the Supervisory Board participated in less than half of the meetings, except for Volker Hüsgen whose mandate was suspended for the period in 2021 until he left the Supervisory Board on 5 May 2021.

The committees set up by the Supervisory Board once again met regularly in the 2021 financial year so that the Supervisory Board could perform its functions efficiently. The respective members of the committees are listed on p. 283 of the Integrated Annual Report 2021. The Chairpersons of the committees regularly reported in detail on the work of the committees at each subsequent plenary meeting of the Supervisory Board.

The Supervisory Board also paid close attention to the various issues relating to corporate governance in the 2021 financial year and discussed the declaration of compliance in accordance with section 161 AktG. These topics are explained in detail in the declaration of corporate management (p. 151 ff.). The company also published the declaration of corporate management in accordance with section 289f (1) sentence 2 and section 315d sentence 2 German Commercial Code (HGB) on its website.

Following a thorough examination by the audit committee, the Supervisory Board undertook a detailed review of the annual financial statements and consolidated financial statements as of 31 December 2021 that were audited and issued with an unqualified audit opinion by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, and of the combined management report including the non-financial declaration for the 2021 financial year. The final results of its own reviews did not lead to any reservations on behalf of the Supervisory Board. It approved the audit results of the independent auditor and endorsed the annual financial statements prepared by the Board of Management as of 31 December 2021 – which have thus been ratified – and the consolidated financial statements as of 31 December 2021, as well as the combined management report including the non-financial declaration for the 2021 financial year.

Further details on the topics “Work of the committees,” “Corporate governance,” “Audit of the annual and consolidated financial statements” and “Personnel changes at the level of the Board of Management and Supervisory Board” can be found in the full version of the Report of the Supervisory Board made available to the public on the company’s website.

Karlsruhe, 22 March 2022
The Supervisory Board

Chairman