Declaration on Corporate Governance pursuant to Section 289f and Section 315d of the German Commercial Code (HGB)

In the declaration of compliance dated December 2023 in accordance with Section 161 AktG, the Executive Board and the Supervisory Board of adesso SE declare that the recommendations of the German Corporate Governance Code in the version dated 28 April 2022 have been complied with since the last declaration was issued with the deviations listed and explained therein. The Executive Board and Supervisory Board further declare that adesso SE complies with the recommendations of the German Corporate Governance Code in the version dated 28 April 2022 with the exception of the matters described below and will continue to do so in the future with the deviations mentioned:

For the initial appointment of Executive Board members who were previously employees of adesso, the Supervisory Board sees no need to limit the contract term to a maximum of three years. Thus, in the opinion of the Supervisory Board, there is a sufficient basis for confidence in a longer-term commitment (with reference to B.3, initial appointment term of Executive Board members). At the time of issuing this declaration [declaration of compliance dated 7 December 2023], the Supervisory Board resolved to draw up a formal profile of skills and expertise for the entire Board and to set specific targets for its composition. Until the status of implementation is disclosed in the form of a skills matrix in the next corporate governance declaration, a deviation is declared as a precautionary measure. (with reference to C.1 p. 1-5). The Chairman of the Supervisory Board is not to be regarded as independent of the company and the Executive Board within the meaning of the recommendations of the Code. Nevertheless, the Supervisory Board considers the special expertise of its Chairman as co-founder and indirect majority shareholder of the company and the resulting own interests as the company's indirect largest shareholder to be advantageous and sufficient for the supervisory tasks (with reference to C.10 p. 1). The Supervisory Board considers the monitoring and control function to be fulfilled even without a regular meeting without the Executive Board. Rather, in the view of the Supervisory Board, the presence of the Executive Board provides an additional opportunity to receive, review and evaluate current information about the company (with reference to D.6). The variable remuneration resulting from the achievement of long-term targets does not exceed the proportion of short-term targets. The Supervisory Board considers the ratio defined in the remuneration system for members of the Executive Board to be sufficient in terms of sustainable and long-term corporate development, especially as the granting of long-term remuneration that is partly share-based provides sufficient incentives for this (with reference to G.6). Only a portion of the long-term variable remuneration amounts is paid on a share-based basis via the possibility of acquiring share options, which only fall due four years after the option issue date. The members of the Executive Board can also dispose of the remaining long-term variable remuneration amounts earlier. The system does not provide for an investment obligation primarily in shares of the company, especially as part of the variable remuneration amounts are already granted on a share-oriented basis. The Supervisory Board considers the share-based portion of the long-term variable remuneration amounts provided for in the remuneration system for Executive Board members and its incentivising effect to be sufficient in terms of sustainable and long-term corporate development (with reference to G.10). The withholding or clawback of variable remuneration is limited to the share-based long-term remuneration. Cooperation between the members of the Supervisory Board and the Executive Board is characterised by regular exchanges and a high level of trust. The Supervisory Board considers legal remedies or the enforcement of any claims for damages against the Executive Board member to be sufficient in unlikely justified cases (with reference to G.11 p. 2).

Further information on the Government Commission on the German Corporate Governance Code and the current wording of the Code can be found on the website at www.dcgk.de.

In accordance with statutory regulations, adesso's decision-making is subject to the shareholders, the Executive Board and the Supervisory Board. The so-called dual management system is characterised by the strict separation of personnel between the Executive Board as the management body and the Supervisory Board as the supervisory body. The Executive Board and Supervisory Board work closely together in the interests of the company.

By law, shareholders are involved in fundamental decisions such as amendments to the Articles of Association, the appropriation of net retained profits, the issue of new shares and the repurchase of treasury shares, as well as in significant structural changes. adesso has only one class of shares, all of which carry the same voting rights. The company provides shareholders with a proxy to exercise their voting rights at the Annual General Meeting. During the COVID-19 pandemic, the legislator created a framework in which virtual Annual General Meetings could temporarily be held without the physical presence of shareholders and their proxies, even without corresponding provisions in the Articles of Association. The company made use of this in 2020, 2021 and 2022. The 2022 Annual General Meeting also resolved to open up the company's Articles of Association to participation in the Annual General Meeting via the Internet with regard to the options already provided for by the Shareholder Rights Directive (ARUG) and Section 118 (2) AktG. The Articles of Association contain provisions to enable electronic participation in the Annual General Meeting, postal voting and video and audio transmission of the Annual General Meeting. In addition, in accordance with Section 118 (2) AktG, the Articles of Association provide for certain cases in which members of the Supervisory Board may participate in the Annual General Meeting by means of video and audio transmission. In the 2023 financial year, adesso again organised the Annual General Meeting as a virtual Annual General Meeting in accordance with the current legal situation and the company's Articles of Association. In the 2024 financial year, the Annual General Meeting will again be organised as an in-person event for the first time.

At the end of November 2021, adesso applied for admission to the Prime Standard, the sub-segment of the Regulated Market with extended post-admission obligations. The Prime Standard is the segment with the highest transparency requirements on the Frankfurt Stock Exchange and throughout Europe. The admission decision by the management of the Frankfurt Stock Exchange was made on 8 December 2021 and the up-listing became effective with the corresponding listing on the following day. In addition to the mandatory disclosures, the Investor Relations section of the website www.adesso-group.de contains a wealth of additional information that goes well beyond the required level of transparency. Shareholders and interested investors can contact the CFO directly at any time via the menu item "Questions for the CFO". adesso maintains mailing lists for the proactive dispatch of company news and financial reports to shareholders. Interested parties can be added to this mailing list via the website. As part of fair disclosure, company presentations from annual press and investor conferences as well as analyst and investor meetings are made available on the website in a timely manner.

Executive Board of adesso SE

The Executive Board is responsible for managing the company. Beyond this, there are no committees with decision-making authority for the company or Group-wide matters. Each member of the Executive Board is authorised to represent the company individually. The principle of overall responsibility applies, whereby the members of the Executive Board are jointly responsible for the entire management of the company. Rules of procedure for the work of the Executive Board have been in place since 17 March 2011, last updated on 10 December 2020. The Executive Board generally holds a recorded meeting every two weeks. In 2023, the Executive Board consisted of five members until 30 June 2023, seven members until 31 December 2023 and then five members again until the date of this declaration. The Executive Board prepares the corporate planning and organises the internal reporting structures with regard to operational business development and risk management. In accordance with recommendation A.1 of the GCGC, the Executive Board systematically identifies and assesses the risks and opportunities for the company associated with social and environmental factors as well as the ecological and social impact of the company's activities. In addition to long-term economic goals, the corporate strategy also takes appropriate account of ecological and social goals. Corporate planning includes corresponding financial and sustainability-related targets. The Executive Board informs the Supervisory Board regularly, promptly and comprehensively about all key aspects of business development, significant business transactions and, at least quarterly, about the current earnings situation. Deviations in the course of business or further business development from established plans and targets are explained by the Executive Board to the Supervisory Board. Long-term succession planning for appointments to the Management Board in accordance with recommendation B.2 of the GCGC is carried out through regular discussions between the Chairmen of the Management Board and the Supervisory Board. The contract terms and extension options for current members of the Executive Board are discussed and possible successors are discussed.

At adesso, the age limit for Executive Board members within the meaning of recommendation B.5 of the GCGC results from the employment contract and refers to the end of the year in which the Executive Board member reaches the age of 67.

Supervisory Board of adesso SE

The Supervisory Board monitors and advises the Executive Board on the management of the company. It consists of six members. In 2023, the Supervisory Board consisted of five members until the court appointment of Stefanie Kemp on 16 January 2023. The company's Annual General Meeting elected Stefanie Kemp to the Supervisory Board on 1 June 2023, thereby confirming her appointment. The Supervisory Board appoints the members of the Executive Board and decides on the remuneration system for Executive Board members. The current remuneration system for the members of the Executive Board of adesso SE was adopted by the Supervisory Board in accordance with Sections 87 (1) and 87a (1) AktG on 18 March 2021 and approved by the Annual General Meeting on 27 May 2021 with a majority of 85.46% of the capital represented. Details of the applicable regulations can be found in the remuneration report in accordance with Section 162 AktG. As a listed company, adesso prepares a separate, joint remuneration report for the Executive Board and Supervisory Board each year. The auditor must formally audit the remuneration report and issue a report. The remuneration report and the report must be published on the company's website for a period of ten years. The applicable remuneration system, the remuneration report and the auditor's report as well as the most recent resolution on the remuneration of Supervisory Board members in accordance with Section 113 (3) AktG are published on the company's website at www.adesso-group.de/corporate-governance/. The Annual General Meeting resolves annually on the approval of the remuneration report for the Management Board and Supervisory Board, which is prepared in accordance with Section 162 AktG and has already been audited. The report for the 2022 financial year was approved by the Annual General Meeting on 1 June 2023.

The approval of the Supervisory Board is obtained for fundamental transactions of the Executive Board. The Supervisory Board has adopted a list of transactions requiring approval, for which the Executive Board is generally bound by the approval of the Supervisory Board. The list of transactions requiring approval is part of the Executive Board's rules of procedure. Rules of procedure for the work of the Supervisory Board have been in place since 27 June 2018, last updated on 18 March 2024. The rules of procedure are available on the company's website in accordance with recommendation D.1 of the GCGC.

The Supervisory Board forms an Audit Committee consisting of two members of the Supervisory Board. The Audit Committee has an advisory function for the Supervisory Board. Since 27 May 2021, the Audit Committee has consisted of the members Hermann Kögler (Chairman) and Rainer Rudolf, who fulfil the necessary qualifications for committee work in accordance with recommendation D.3 of the GCGC due to their many years of work in commercial enterprises. For example, the Chairman of the Audit Committee spent over 12 years as Chief Financial Officer/Controlling Officer and Spokesman of the Management Board of COGNOS AG (today: Carl Remigius Fresenius Education Group), one of the largest private and independent education groups in Germany. Since the founding of today's adesso SE, Rainer Rudolf was Chairman of the Executive Board for 14 years and was responsible for the company's commercial activities, among other things. Even after leaving the Executive Board, Mr Rudolf managed various companies as a member of the Executive Board, member of the management or managing director.

The Supervisory Board also forms a Nomination Committee consisting of two members of the Supervisory Board. Since 15 December 2022, the Nomination Committee has consisted of the members Prof. Dr Volker Gruhn (Chairman) and Rainer Rudolf.

In addition, the Supervisory Board has determined its composition in accordance with Principle 11 of the GCGC that its members as a whole have the knowledge, skills and professional experience required to properly perform their duties and are familiar with the company's business model and target markets as a whole. In accordance with recommendation C.1 GCGC, the Supervisory Board also adopted specific objectives for the composition of the Supervisory Board and a profile of skills and expertise for the entire Board for the first time in 2023. The Supervisory Board last updated the skills profile in March 2024. The skills profile also includes expertise on sustainability issues of importance to the company. The skills profile contains both requirements for the individual members of the Supervisory Board and requirements for the Board as a whole and can be found on the adesso website at www.adesso-group.de/corporate-governance/. When discussing its proposals to the Annual General Meeting for the election of Supervisory Board members, the Supervisory Board takes particular account of expertise and industry knowledge, independence, the company's international activities and diversity criteria as part of the skills profile it has defined. The current composition of the Supervisory Board corresponds to the profile of skills and expertise for the Supervisory Board and fulfils the objectives specified therein for the composition of the Board. The status of implementation of the skills profile is disclosed in the form of the following skills matrix in accordance with recommendation C.1 of the Code. The assessment in the skills matrix is based on a self-assessment by the individual Supervisory Board members, taking into account the requirements set out in the skills profile for the individual knowledge, skills and professional experience.

The age limit for Supervisory Board members within the meaning of recommendation C.2 of the DCKG is derived from the rules of procedure and the competence profile of the Supervisory Board. Accordingly, persons who have reached the age of 80 should no longer be elected or appointed.

The Supervisory Board has the appointed auditor explain the course of the audit and key findings from the audit of the annual financial statements and the consolidated financial statements. Consultancy and agency services provided by a member of the Supervisory Board require the approval of the entire Supervisory Board by resolution. There are two authorised consultancy agreements between the company and members of the Supervisory Board. The Supervisory Board meets at least four times in a financial year. Further details on the specific work of the Supervisory Board in the reporting period can be found in the current report of the Supervisory Board. In accordance with recommendation D.12 of the GCGC, the Supervisory Board also carried out a self-assessment in 2023 in connection with the submission of the declaration of conformity pursuant to Section 161 AktG. This involved assessing how effectively the Supervisory Board has fulfilled its duties overall. The self-assessment takes place as part of a plenary discussion in which each member of the Supervisory Board (self-)critically assesses the effectiveness of the Supervisory Board's activities. As part of this self-assessment, the current situation is analysed and compared with a defined target. To date, the Supervisory Board has not used external consultants for its self-assessment.

Four current members of the Supervisory Board were elected by the Annual General Meeting in 2020 after the terms of office of the Supervisory Board members in their previous composition had expired. The other members, Stefanie Kemp and Michael Zorc, were elected at the Annual General Meeting on 1 June 2023. Stefanie Kemp had already been appointed by court order since 16 January 2023 following the resignation of a Supervisory Board member during the year. Michael Zorc replaces another member of the Supervisory Board who had resigned from office at the end of the Annual General Meeting on 1 June 2023.

In accordance with Principle 23 of the German Corporate Governance Code, the Executive Board and Supervisory Board of adesso SE report annually on the company's corporate governance in the Corporate Governance Declaration pursuant to Sections 289f and 315d of the German Commercial Code (HGB). The Declaration on Corporate Governance and the Corporate Governance Report as well as the wording of the Declaration of Conformity in accordance with Section 161 of the German Stock Corporation Act (AktG) are available in their current versions on the Internet at www.adesso-group.de/corporate-governance/.

Remuneration of the Executive Board and Supervisory Board

In the interests of good corporate governance, adesso creates the greatest possible transparency regarding the structure and level of remuneration of the Executive Board and Supervisory Board. To this end, the Executive Board and Supervisory Board prepare an annual remuneration report in accordance with Principle 26 of the GCGC and the statutory provisions. adesso publishes the remuneration system approved by the Annual General Meeting, the resolution of the Annual General Meeting and the remuneration report together with the auditor's report and the resolution of approval of the Annual General Meeting on the company's website as set out in the corporate governance declaration in accordance with the statutory provisions.

Directors' dealings by executives

In accordance with Art. 19 para. 1 MAR, persons who perform management functions at adesso SE and persons closely related to them must notify adesso SE and the German Federal Financial Supervisory Authority (BaFin) of any proprietary transactions involving shares or debt instruments of adesso SE or related derivatives or other related financial instruments. These reports must be made immediately and no later than three business days after the date of the transaction. In accordance with Art. 19 para. 3 MAR, adesso SE ensures that the information contained in such a notification is published within two business days of receipt in accordance with the statutory requirements. In the 2023 reporting year, a total of two transactions were reported, one by a member of the Executive Board and one by a person closely related to a member of the Supervisory Board. One sale and one purchase were reported. We provided information on these transactions throughout Europe by means of notifications in accordance with Art. 19 para. 3 MAR. A list of the notifications received in the financial year and an archive are always available in the Investor Relations section of the website at www.adesso-group.de.

Diversity and independence of Supervisory Board members

In accordance with Section 111 (5) AktG, the Supervisory Board of adesso SE resolved at its meeting on 30 June 2022 to set a target quota of women on the Executive Board of at least 16% and on the Supervisory Board of at least 33%. The target quotas were set for the period from 1 July 2022 to 30 June 2027. The target quotas of 0% each set for the previous five-year period were achieved and were based on the terms of office of the six members of the Supervisory Board elected by the Annual General Meeting of adesso SE until 2020, all of whom were male. The target quota for the Executive Board was set against the background of the low number of internal and external female candidates and applicants for an Executive Board position with responsibility for operational business areas. The aim was not to expand or change the Executive Board in the area of cross-divisional functions. There is currently one female member of the Executive Board and one female member of the Supervisory Board.

For the first and second management levels below the Executive Board, the Executive Board resolved at its meeting on 22 June 2022 in accordance with Section 76 (4) AktG to set a target of at least 10% for the first management level and 20% for the second management level for the next five-year period. The target figures do not fall below the status quo unless the proportion of women has already reached 30 per cent.

In accordance with Principle 11 of the GCGC, the Supervisory Board is composed in such a way that its members as a whole have the knowledge, skills and professional experience required to properly fulfil their duties and that the statutory gender quota is complied with. In the opinion of the Supervisory Board, a number of at least three independent members is appropriate for the Supervisory Board of adesso SE. There are currently four independent members on the Supervisory Board of adesso SE, namely Stefanie Kemp, Hermann Kögler, Rainer Rudolf and Michael Zorc. This means that more than half of the members of the Supervisory Board can be classified as independent. Prof Dr Volker Gruhn and Dr Friedrich Wöbking are not considered independent of the company and its Executive Board in accordance with the recommendations of the GCGC, as they have been members of the Supervisory Board for more than twelve years.

Transparent accounting and comprehensive reporting

Our consolidated financial statements are prepared in accordance with the internationally recognised accounting principles of the International Financial Reporting Standards (IFRS). The standards create a high level of transparency and facilitate comparability with national and international competitors. adesso has a strong interest in comprehensive reporting on financial and non-financial performance indicators, as well as operational developments within the company, in order to provide shareholders with the most well-founded assessment possible of the company's status and potential.

Share option programmes

On 2 June 2015, the Annual General Meeting authorised the Executive Board and - insofar as the members of the Executive Board are concerned - the Supervisory Board to issue up to 500,000 subscription rights for one company share each to employees, managers and members of the Executive Board of adesso SE and to employees and members of the management of affiliated companies as part of a 2015 share option plan (contingent capital 2015). The conditional capital increase is only to be carried out to the extent that subscription rights are issued from the conditional capital as part of the 2015 share option plan by 15 December 2019 and the holders of these subscription rights exercise them within the exercise period, provided that treasury shares are not used to service them. The options can be exercised for the first time 48 months after the respective option issue date. The prerequisite for exercising options is that the closing price of the company's shares on the Frankfurt am Main stock exchange on the day before the start of the respective exercise period is at least 10% higher than the exercise price. A total of 57,448 options have been issued from the contingent capital 2015 since the beginning of 2016. Since 16 December 2019, no further share options can be issued from this programme. Of the options issued, 13,000 had expired. By resolution of the Annual General Meeting on 3 June 2020, the contingent capital 2015 was adjusted with regard to the maximum number of outstanding options still to be serviced from this capital at that time. It was reduced from € 500,000.00 to € 50,000.00. Since the first due date in the 2020 financial year, a total of 34,500 options to subscribe to 34,500 shares from the contingent capital 2015 had been converted by the time this report was prepared. In 2023, the number of options converted totalled 8,000.

On 3 June 2020, the Annual General Meeting authorised the Executive Board or - insofar as the members of the Executive Board are concerned - the Supervisory Board to issue up to 500,000 subscription rights for one share each in the company to employees, managers and Executive Board members of adesso SE and to employees and members of the management of affiliated companies as part of a share option plan 2020 (contingent capital 2020). The conditional capital increase is only to be carried out to the extent that subscription rights are issued from the conditional capital as part of the 2020 share option plan by 15 December 2024 and the holders of these subscription rights exercise them within the exercise period, unless treasury shares are used to service them. The options can be exercised for the first time four years after the respective option issue date. The prerequisite for exercising options is that the closing auction price of the company's shares on the Frankfurt Stock Exchange in Xetra trading (or a functionally comparable successor system to the Xetra system) on the day before the start of the respective exercise period is at least 10% higher than the exercise price. Since the first issue in the 2021 financial year, 218,678 options have been granted from the contingent capital 2020 up to the date of this report, of which 74,565 options were granted in the 2023 reporting year.

The company's share capital has therefore been conditionally increased by up to € 515,500.00 by issuing up to 515,500 no-par value bearer shares (no-par value shares) (conditional capital 2015 and 2020).

Compliance

In accordance with Principle 5 of the GCGC, the Executive Board must ensure compliance with statutory provisions and internal guidelines and work towards their observance within the company (compliance). The internal control system and the risk management system also include a compliance management system aligned with the company's risk situation. adesso SE and its Group companies organise their business and social activities in such a way that compliance with legal requirements and internal Group regulations is ensured at all times. To this end, adesso has implemented a compliance management system. The centrepiece is the Group-wide Code of Conduct. It represents a binding code of conduct for legally compliant behaviour by employees and management based on standards and values. It covers the dimensions of principles, cooperation, integrity, compliance and protection. The Management Board takes appropriate technical, organisational and infrastructural measures to ensure that access to sensitive systems, security zones and critical infrastructure facilities as well as access to critical information and applications is only possible for appropriately authorised employees. The appropriateness of the measures taken is regularly confirmed by the certification of the information security management system in accordance with ISO 27001. A Compliance Officer has been appointed to deal with follow-up authorisation obligations and other issues relating to capital market law. Clear reporting structures have been implemented throughout the Group. A risk inventory is carried out every six months and the results are reported as part of regular publicity. Rules of procedure have been adopted for the work of the Executive Board and the Supervisory Board. adesso SE's quality and environmental management was certified in January 2024 as part of a recertification audit. The external audit is an important part of the continuous improvement of adesso's management systems. A good level of maturity of the processes was confirmed.

Internal control system (ICS)

An ICS refers to the principles, procedures and measures (regulations) introduced by management in the company that are aimed at the organisational implementation of management decisions, for example to ensure the effectiveness and profitability of business activities. In addition, compliance with all legal and regulatory obligations is ensured. An effective ICS is necessary to ensure the functionality of all key business processes at adesso. As an integral part of company-wide risk management, the overarching objective of the ICS is to map all material operational and financial corporate risks and reduce them to a level that is acceptable for adesso. The ICS therefore has a preventive and detective function and supports the optimisation of corporate processes. Comprehensive controls, both preventive and detective, have been implemented with regard to the defined risks. These include, among other things

• Defined responsibilities
• Defined schedules
• Separation of functions
• Four-eyes principle
• Systemic and manual coordination
• Security measures for IT systems
• Process-integrated measures such as analyses, monitoring and plausibility checks

Preventive controls primarily concern the operational units. These ensure compliance with external and internal requirements. To this end, projects have clear guidelines, uniform standards and responsibilities in all phases. Defined management roles and escalation instances as well as continuous risk management ensure compliance with the requirements. Employees in appropriate roles are assigned according to the scope of the project and ensure software quality. adesso is particularly committed to quality and therefore develops special programmes to promote it, which include not only technical specialisation but also soft skills and certifications such as ISTQB, ITIL, PMI and Oracle Java. Lean processes and the close integration of marketing and sales with consulting and development ensure efficient working methods. To realise software projects, adesso relies on its own process management model called Pragmatic IT Project Management (PITPM), which enables ongoing monitoring and supervision. Projects are monitored in a project management tool through project monitoring. In addition to the operating units, there are functions that monitor risks and actively contribute to risk management by implementing controls to detect risks. These include, in particular, Controlling, Accounting, Legal & Compliance and Risk Management. The Management Board is not aware of any circumstances arising from its involvement with the internal control and risk management system that would jeopardise the appropriateness and effectiveness of these systems.

A current version of the corporate governance declaration in accordance with Section 289f and Section 315d HGB can be found on the adesso website at www.adesso-group.de/corporate-governance/. The full text of the declaration of compliance in accordance with Section 161 AktG can also be found here.