EUROKAI GmbH : Management Statement 2022

Corporate Governance Statement

Employees of EUROGATE Container Terminals Wilhelmshaven in front of the COSCO SHIPPING STAR

CORPORATE GOVERNANCE STATEMENT

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CORPORATE GOVERNANCE STATEMENT

The following joint Corporate Governance Statement made by the Personally Liable General Partner and the Supervisory Board of EUROKAI GmbH & Co. KGaA (in the following "EUROKAI") pursuant to Sections 289f and 315d of the German Commercial Code (HGB) is the central element of corporate governance reporting in accordance with Principle 23 of the German Corporate Governance Code in the current version of 28 April 2022 published by the German Federal Ministry of Justice in the official section of the Federal Gazette on 27 June 2022 (in the following "Code"). It also includes the Declaration of Compliance pursuant to Section 161 of the German Stock Corporation Act (AktG) and is made publicly accessible on the EUROKAI website at www.eu- rokai.com/Investor-Relations/Corporate-Governance.

As a company listed on the German stock exchange and having its head office in Germany, the general corporate governance framework for EUROKAI is governed by the applicable laws, the Articles of Association and the Code. In the management and supervision of the company in the enterprise's best interests, the Personally Liable General Partner and the Supervisory Board take into account their social responsibility as well as sustainability factors. Apart from justified excep- tions, EUROKAI complies with the recommendations of the German Corporate Governance Code.

EUROKAI is a partnership limited by shares and as such is an independent legal entity pursuant to Section 278 (1) of the German Stock Corporation Act (AktG), in which at least one partner is generally liable with the entirety of its assets vis-à-vis the company's creditors (Person- ally Liable General Partner) and the other partners have a stake in the authorised capital, which is divided into shares, without being personally liable for the company's liabilities (limited partners).

While the personally liable managing partner of a KGaA (partnership limited by shares) can in many respects be compared to the management board of a stock corporation and Section 283 AktG therefore rules that a number of provisions governing the management board of a stock corporation shall apply mutatis mutandis to the personally liable general partner of a KGaA, there is, however, one significant difference. The personally liable general partner of a KGaA - contrary to the management board of an AG pursuant to Section 84 AktG - is not appointed and dismissed by its supervisory board; rather, it is a shareholder. Thus the supervisory board of a KGaA does not have the power to make personnel appointments or dismissals.

Furthermore, special provisions apply if the personally liable general partner is not a natural person but an enterprise, such as in the case of EUROKAI a private limited company (GmbH). In this case, the internal regulations of the GmbH apply with respect to the appointment and

dismissal of the managing directors of the GmbH and to the terms of their employment contracts.

Personally Liable General Partner of EUROKAI is Kurt F.W.A. Eckel- mann GmbH, Hamburg. Its Managing Directors are appointed and dismissed by its Administrative Board. The latter also concludes the senior executive agreements with the Managing Directors. Currently appointed as Managing Directors are Mr Thomas H. Eckelmann (Chair- man) and Ms Cecilia Eckelmann-Battistello.

Furthermore, the duty of the supervisory boards of listed companies to set target quotas for the proportion of women on their executive board, as required under Section 111 (5) AktG therefore cannot apply to the appointment of the Management Board of Kurt F.W.A. Eckelmann GmbH, because this responsibility does not lie with the Supervisory Board. If, regarding the composition of the governing body entitled to represent the company - pertaining here to Kurt F.W.A. Eckelmann GmbH - Section 289f (2) no. 6 HGB requires a description of the pursued diversity concept, this is not possible for the same reasons; this is a decision taken not by the Supervisory Board of EUROKAI, but autonomously by the Administrative Board of Kurt F.W.A. Eckelmann GmbH. For the same reasons, long-term succession planning as recommended in B.2 of the Code cannot be carried out by the Supervisory Board, nor can the other recommendations set out in Section B of the Code regarding Appointments to the Management Board.

EUROKAI has no employees of its own. Accordingly, the obligation to define target values for the percentage of women at the top tiers of management is also not applicable at the EUROKAI level. Tasks not related to the management structure of EUROKAI, such as finances, management accounting and financial accounting are handled within the scope of a service agreement by EUROGATE GmbH & Co. KGaA, KG, Bremen (in the following "EUROGATE"), see below.

EUROKAI is a financial holding company. Its principal ownership interests are the 66.6% holding in Contship Italia S.p.A., Melzo/Milan, Italy, as well as the 50% interest in EUROGATE, the holding company of the EUROGATE Group, in which BLG Logistics Group AG & Co. KG, Bremen, a company owned by the Free Hanseatic City of Bremen (municipality), also holds 50%. The EUROGATE Group, in turn, has a 33.4% stake in Contship Italia S.p.A. Thus in substance EUROKAI holds a total 83.3% interest in the CONTSHIP Italia Group. Ms Cecilia Eckelmann-Bat- tistello is President of Contship Italia S.p.A. and Mr Thomas H. Eckel- mann is Chairman of the Group Management Board of EUROGATE, as well as a member of the Board of Directors of Contship Italia S.p.A.

SHAREHOLDERS AND GENERAL MEETING

The shareholders of EUROKAI exercise their rights at the General Meet- ing. The ordinary General Meeting held once a year decides on all matters determined by law and the Articles of Association. Contrary to a stock corporation, in which pursuant to Section 172 German Stock Corporation Act (AktG) the Supervisory Board is generally responsible for

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approving the annual financial statements (for exceptions see Section 173 AktG), in a KGaA, pursuant to Section 286 (1) AktG, the General Meeting resolves upon the approval of the annual financial state- ments. This ruling requires the consent of the Personally Liable General Partner. Under the provisions of Section 285 (2) AktG, resolutions of the General Meeting also require the consent of the Personally Liable General Partner.

A nominal value of EUR 1.00 for each voting share entitles its holder to one vote.

All shareholders who have registered in due time and who duly prove their entitlement to participate in the General Meeting are entitled to participate in the General Meeting, irrespective of whether this is held in person or virtually. Shareholders entitled to vote may exercise their voting rights in person at the General Meeting or assign their voting rights by proxy to a chosen representative (for example a bank, a share- holders' association or a proxy appointed by the company acting on their instructions) to vote on their behalf. Voting instructions may be given to the respective proxy before and during the General Meeting up until the end of the general debate. Following 2020 and 2021, the 2022 General Meeting was again held as a virtual General Meeting due to the special circumstances surrounding the COVID-19 pandemic and on the basis of the legal framework created for this purpose. Shareholders were able to exercise their rights before and during the General Meeting via an online General Meeting portal. In the 2023 financial year, it is planned to once again hold the General Meeting as an attendance event.

The convening of the General Meeting, as well as the reports and information required for the passing of resolutions and any shareholder countermotions or candidate proposals that the company is obliged to make accessible are published in compliance with the requirements under stock corporation law and made available on the EUROKAI web- site at www.eurokai.com/Investor-Relations/General-Meeting.

PERSONALLY LIABLE GENERAL PARTNER

The Management Board of the Personally Liable General Partner is composed of two Managing Directors, Ms Cecilia Eckelmann-Bat- tistello and Mr Thomas H. Eckelmann. Mr Thomas H. Eckelmann is Chairman of the Management Board. Under the rules of procedure for the Management Board, he is responsible for coordinating the activities of the Management Board, representing the company in the public domain, and conducting business dealings with the Administrative Board constituted in this company and with the shareholders. Notwithstanding the fact that the Managing Directors are jointly responsible for the management, they carry out independently the duties assigned to them in the schedule of responsibilities. Mr Thomas H. Eckelmann is specifically responsible for EUROGATE, of which he is Chairman of the Group Management Board, and Ms Cecilia Eckelmann-Battistello is specifically responsible for the CONTSHIP Italia Group, of which she

CORPORATE GOVERNANCE STATEMENT

is President. Under the rules of procedure, the authorisation to independently conduct the tasks assigned to them reaches its limits where, for example, both areas of responsibility or transactions of material importance are affected, or in the case of measures requiring the consent of the Administrative Board. These and other cases set forth in the rules of procedure require a joint resolution to be adopted by both Managing Directors. Under the provisions set out in the rules of proce- dure, the Managing Directors reach their decisions in meetings that - based on the needs of this pure financial holding company - are held regularly at least twice per month and additionally on a case-by-case basis as required. These are chaired by the Chairman of the Management Board. Use is made of the possibilities to adopt resolutions outside meetings in written or electronic form. Should the Managing Directors not be able to come to an agreement, the Chairman of the Administrative Board shall be responsible for arbitration.

REMUNERATION OF THE PERSONALLY LIABLE GENERAL PART-

NER, REMUNERATION REPORT

The Remuneration Report on the compensation of the Managing Directors of the Personally Liable General Partner, including the independent auditor's report, is available at www.eurokai.com/Investor- Relations/Corporate-Governance. Section 87a AktG provides that the supervisory board shall determine a system for the remuneration of the members of the management board. With reference to this, Section 120a AktG stipulates that the general meeting shall resolve on the approval of this remuneration system. Due to the fact that the Managing Directors of the Personally Liable General Partner of EUROKAI receive no remuneration either from EUROKAI itself or from Kurt F.W.A. Eckelmann GmbH, no remuneration system has been determined for EUROKAI. Therefore, the General Meeting is not required to pass a resolution on this matter. Whether the regulations relating to the remuneration system for the management board of an AG pursuant to Sections 87a, 120a (1-3) AktG even apply to enterprises such as EUROKAI having the legal form of a GmbH & Co. KGaA is therefore open to interpretation and, according to the prevailing view in the legal literature, would appear not to be the case.

SUPERVISORY BOARD

Composition, objectives, diversity concept and profile of skills and expertise

Pursuant to Section 11 of the Articles of Association, the Supervisory Board of EUROKAI is composed of six members, who are elected by the shareholders. They are appointed for a term of four years. In compliance with the recommendations of the German Corporate Governance Code, Supervisory Board members are elected individually.

Giving consideration to the fact that EUROKAI is a pure financial holding company whose investment holdings operate nationally and internationally almost exclusively in the field of port handling, as well as indirectly in related upstream and downstream areas of activity in the

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transport sector, the Supervisory Board has specified concrete objectives regarding its composition. These objectives are intended on the one hand to ensure that the Supervisory Board of EUROKAI GmbH & Co KGaA in its entirety is familiar with the sector in which the company operates within the meaning of Section 100 (5) of the German Stock Corporation Act (AktG), and at the same time they define a profile of skills and expertise that its members as a group should possess in accordance with Recommendation C.1 of the Code and describe the diversity concept pursued within the meaning of Section 289f (2) no. 6 of the German Commercial Code (HGB). These objectives do not, how- ever, constitute binding requirements to be heeded by shareholders eligible to elect members, who remain completely free in making their decisions. Rather, election recommendations made by the Supervisory Board to the General Meeting should take these objectives into account as a basis for implementation by corresponding resolution of the General Meeting. The current composition of the Supervisory Board can be found at www.eurokai.com/The-Company/Supervisory-board.

The diversity concept aims to comply with the recommendation of the Code under Principle 11, namely that the composition of the Supervisory Board has to ensure "that its members collectively possess the knowledge, skills and professional expertise required to properly perform their duties; furthermore, the legal gender quota must be consid- ered."

The Supervisory Board has specified the following concrete objectives:

1. The most important prerequisites for appointments to seats on the Supervisory Board, irrespective of the gender of the respec- tive person concerned, are professional qualifications and per- sonal independence and expertise as well as discretion, integrity and sufficient time available to discharge their duties. When pro- posing Supervisory Board candidates for election, irrespective of their gender, the Supervisory Board will always give top priority to these prerequisites, which are essential for fulfilling its legal duties.
2. Overall, the Supervisory Board's objective is to be able to opti- mally meet its oversight and advisory duties by having a diversity of members. Diversity covers many aspects, which may be weighted differently from time to time. This may, for example, be the case if the profile of the EUROKAI, EUROGATE and/or CONTSHIP Italia Group or that of the respective markets changes, making it necessary to evaluate these aspects at regu- lar intervals. Obviously, not all Supervisory Board members need to satisfy all of these aspects; however, the board as a whole should do so as far as possible. Given the specific circumstances of EUROKAI, these aspects shall reflect in particular internation- ality, knowledge of the respective product and geographical markets, basic financial expertise (particularly in the areas of ac- counting and auditing), expertise concerning the sustainability issues relevant to EUROKAI, capability to understand and criti- cally scrutinise business decisions and practical experience in commercial law. To ensure the composition of the Supervisory

Board fulfils the overall profile of required skills and expertise, consideration shall be given generally to age, gender, general educational and professional background, leadership experience as well as the ability to work in a team, integrity, professionalism and motivation. It goes without saying that each Supervisory Board member must ensure that they have sufficient time available to discharge their duties. Lastly, care shall be taken to ensure that there are no potential conflicts of interest and that the Supervisory Board includes an appropriate number of independent members within the meaning of C II of the Code. In the following, a number of concrete objectives are identified.

1. At least two members of the Supervisory Board shall have inter- national business experience; they do not necessarily have to be foreigners themselves and do not necessarily need to have ac- quired the relevant experience abroad.
2. At least one Supervisory Board member shall have experience and expertise in the business segments that are significant for the company.
3. After expiry of the transitional provision under Article 16 no. 1 of the German Act to Strengthen Financial Market Integrity (Fi- nanzmarktintegritätsstärkungsgesetz - FISG), at least one mem- ber of the Supervisory Board shall, as defined by Section 100 (5) of the German Stock Corporation Act (AktG) and Principle 15 of the Code, have expertise in the field of financial accounting and at least one other member must have expertise in the field of auditing. This shall also apply to the Audit Committee with the proviso that its chair shall not only be a financial expert but shall also have appropriate expertise in sustainability reporting in ac- cordance with recommendation D.3 of the Code.
4. The Supervisory Board shall include at least one legal expert with experience in commercial law gained through practice.
5. The members as a group shall be familiar with the business sec- tor in which the company operates.
6. As long as EUROKAI by virtue of its shareholder structure - as is currently the case - can be considered to be a family-owned company, the Supervisory Board shall have at least (i) one family member and (ii) one member who has experience in managing a medium-sized or large family-owned company. The family member shall, if possible, be a member of the Audit Committee.
7. The Supervisory Board shall include what it considers an ade- quate number of independent members, as defined by C II of the Code. This recommendation further implies that any other activ- ities and functions exercised by the members of the Supervisory Board shall be such that they are not likely to cause a substantial
   - and not merely temporary - conflict of interest. Given that by virtue of its shareholder structure the enterprise can currently be considered to be a family-owned company, the Supervisory Board considers it desirable that at least two of its members are independent, whereby these members shall be independent from both EUROKAI and the family.
8. Supervisory Board members shall not be members of governing bodies of, or exercise advisory functions at, significant competi- tors of the enterprise.

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1. The Supervisory Board shall include at least one member with appropriate expertise in the field of digitalisation/IT.
2. The Supervisory Board shall have at least one member with ex- pertise in the field of portfolio management and at least one other member with experience in the fields of capital market law and corporate governance.
3. At least one Supervisory Board member shall have expertise in the sustainability issues that are significant for EUROKAI.
4. The Supervisory Board considers it generally desirable to inte- grate women into the work of the company, as is currently and has for many years been the case regarding the work of the Man- agement Board of the Personally Liable General Partner, and consequently also into the tasks of the Supervisory Board. The Supervisory Board currently has one (1) female member. It has set itself the target to increase the number of female members on the governing body to two (2) at the latest by the end of the 2025 ordinary General Meeting, bringing the proportion of seats reserved for women to 1/3.
5. As a general rule, an age limit of 75 shall apply for members of the Supervisory Board. Exceptions are permitted in isolated cases, in the knowledge that age in itself is not a criterion for qualifications and expertise and that the many years of experi- ence accumulated by members of the Supervisory Board consti- tute a valuable asset to the company.
6. The Supervisory Board reviews these objectives on a regular ba- sis. It publishes its objectives and the status of their implemen- tation annually in the Corporate Governance Statement.

The Supervisory Board is of the opinion that all of the above objectives were satisfied in the 2022 financial year; except for no. 14 above:

• This applies with respect to nos. 3 and 4 in full at least to Dr Win- fried Steeger, Dr Klaus-Peter Röhler, and Messrs Jochen Döhle and Max Warburg; with respect to international business experi- ence to Mr Christian Kleinfeldt and with respect to experience and expertise in the business segments that are significant for EUROKAI to Ms Katja Both.
• With respect to no. 5 at least to Dr Klaus-Peter Röhler and Mr Christian Kleinfeldt. They are experts in the fields of both finan- cial accounting and auditing. Both gentlemen acquired their ex- pertise through many years of professional experience. The cur- ricula vitae of Dr Klaus-Peter Röhler and Mr Christian Kleinfeldt are published on the EUROKAI website at www.eu- rokai.com/The-Company/Supervisory-Board. The Act to Strengthen Financial Market Integrity (FISG) amended the Ger- man Stock Corporation Act to the effect that the Audit Commit- tee should also include at least one member who has expertise in the field of financial accounting and one other member who has expertise in the field of auditing, whereby D.3 of the Code additionally stipulates that the Chair of the Audit Committee shall also have appropriate expertise in sustainability reporting.

CORPORATE GOVERNANCE STATEMENT

After the end of the transitional period, these requirements will be met.

• With respect to no. 6 to Dr Winfried Steeger and Dr Klaus-Peter Röhler.
• No. 7 is satisfied.
• With respect to no. 8 to Ms Katja Both, who is the daughter of the Chairman of the Management Board of the Personally Liable General Partner, Mr Thomas H. Eckelmann, and additionally a co-partner in the Eckelmann family holding company, which in- directly holds a majority interest in EUROKAI. She has been a member of the Audit Committee since 4 April 2018. Moreover, Dr Winfried Steeger and Mr Christian Kleinfeldt have extensive ex- perience in coaching and managing family-owned companies.
• With respect to no. 9 at least to Dr Winfried Steeger, Dr Klaus- Peter Röhler and Mr Christian Kleinfeldt; in the assessment of the Supervisory Board also to Messrs Jochen Döhle and Max Warburg, who although members of the Supervisory Board for longer than 12 years are nevertheless to be regarded as com- pletely independent. This is borne out by the discussions at the meetings and telephone/video conferences of the Supervisory Board, in which both gentlemen have repeatedly demonstrated their independence through objective criticism and questions.
• No. 10 is satisfied.
• With respect to no. 11 at least to Dr Klaus-Peter Röhler and Ms Katja Both.
• With respect to no. 12 at least to Dr Winfried Steeger. Dr Klaus- Peter Röhler and Mr Christian Kleinfeldt have expertise in the field of portfolio management and Mr Max Warburg has exper- tise in the fields of capital market law and corporate governance.
• With respect to no. 13 at least to Dr Winfried Steeger, with the proviso that Dr Winfried Steeger has only recently become more intensively acquainted with sustainability issues. It is intended to strengthen the Supervisory Board's expertise in this area in the short term.
• The objective defined in the previous version of no. 14, formerly no. 11, to integrate at least two women into the work of the Board by the end of the 2021 General Meeting, was not achieved. For the new appointment to the Supervisory Board scheduled for 2021 after Dr Sebastian Biedenkopf resigned his mandate, the search was initially directed towards a suitably qualified female candidate who would be able to take over as Chair of the Audit Committee. Despite intensive efforts, this search was unsuc- cessful. In contrast, the search for a male candidate was suc- cessful. In Mr Christian Kleinfeldt, the Supervisory Board found a

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