Declaration of Conformity
Declaration of Conformity by SIMONA AG regarding the German Corporate Governance Code
On 6 April 2024, 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 6 April 2022, 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 16 December 2019 and – since its publication in the Federal Gazette – as amended on 28 April 2022, with the following exceptions, and complies with the recommendations of the Government Commission on the German Corporate Governance Code as amended on 28 April 2022, 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
Explanation: Variable compensation granted to the members of the Management Board is not share-based. SIMONA AG holds no treasury shares that could be made available for the purpose of granting such share-based compensation. 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.
Remuneration of the Management Board – Recommendation G.11
Explanation: The employment contracts of the Management Board members do not currently provide for the possibility of withholding or reclaiming any variable compensation. The Supervisory Board is of the opinion that the method of linking variable compensation to the company's EBIT performance takes sufficient account of the effects of extraordinary events.
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, 6 April 2024
SIMONA AG
Supervisory Board and Management Board
