PSI Software : 2023 Corporate Governance Declaration

Corporate Governance Declaration

For PSI Group, responsible management and control of the company oriented towards long-term goals are of central importance. Efficient cooperation between the Board of Directors and the Supervisory Board, clear rules, respect for shareholders' interests, open and transparent corporate communications, customer orientation, fair business practices and the protection of intellectual property are elementary components of corporate governance for us. This declaration pursuant to Article 289f and Article 315d of the German Commercial Code (HGB) reports on company management at PSI Software SE, as well as other selected aspects of corporate governance in accordance with the German Corporate Governance Code (GCGC) in the version dated April 28, 2022. The declaration on corporate governance is available on the Company's website at www.psi.de/en/psi-investor-relations/corporate-governance/corporate-governance-declaration/.

Declaration pursuant to Article 161 AktG

The annual declaration of conformity with the German Corporate Governance Code required by law was last issued by the Board of Directors and Supervisory Board of PSI on March 22, 2024. The declaration is worded as follows:

"Declaration of PSI Software SE in accordance with Article 161 of the German Stock Corporation Act (Aktiengesetz - AktG)

The Board of Directors and Supervisory Board of PSI Software SE declare pursuant to Article 161 of the German Stock Corporation Act:

PSI Software SE has complied and continues to comply with the recommendations of the Government Commission on the German Corporate Governance Code in the version dated April 28, 2022, published in the Federal Gazette on June 27, 2022, since the last declaration of compliance dated July 5, 2023, with the following exceptions:

• Recommendation A.5: The management report for the financial year 2021 was published before the German Corporate Governance Code 2022 came into force. Therefore, the new recommendation A.5 on the description of the main features of the internal control system and the risk management system has not yet been taken into account. The Board of Directors had originally planned to add the recommended disclosures to the management report for the 2022 financial year. Due to ongoing adjustments and enhancements to the internal control system and the risk management system, the implementation of recommendation A.5 is now planned for the management report for the 2023 financial year.

• Recommendation B.3: The Supervisory Board has appointed Mr. Robert Klaffus, who will take up his position on the Executive Board in the second half of 2023 and assume the position of Chief Executive Officer, as a member of the Executive Board for a period of five years in deviation from this recommendation. With this step, the Supervisory Board is initiating the generation change on the Executive Board and supporting PSI's further growth. In this context, the initial appointment of Mr. Klaffus for a period of five years creates the necessary planning reliability and stability for the company. It is intended to follow recommendation B.3 again in the future.
• Recommendation B.5: To date, no age limit has been set for members of the Board of Directors and stated in the Corporate Governance Declaration.
• Recommendation D.4: The Supervisory Board has not formed a Nomination Committee, as all four shareholders' representatives on the Supervisory Board are involved in nominating candidates for voting at the Annual General Meeting.
• Recommendation F.2: Due to current circumstances, the Executive Board and Supervisory Board of PSI Software SE declare that, exceptionally, recommendation F.2 GCGC cannot be followed. In February 2024, PSI was the target of a cyberattack affecting the company's internal IT infrastructure. One of the consequences of this cyberattack is that the consolidated financial statements and the Group management report cannot be prepared, audited and published within the period of 90 days after the end of the financial year recommended by the Code. The expected date of publication will be announced as soon as possible.
• Recommendation G.3: The Supervisory Board considered the customary nature of the compensation in light of the external comparative environment, but the composition of the group of other companies used for the peer group comparison was not disclosed.
• Recommendation G.10: The variable compensation components are granted entirely in cash; a stock option program was dispensed with for reasons of simplification.

Board of Directors and Supervisory Board

Berlin, March 22, 2024"

This Declaration of Conformity and the declarations of previous years are available on the Company's website at www.psi.de/en/psi-investor-relations/corporate-governance/.

Board Remuneration

Remuneration report

The Executive Board and the Supervisory Board prepare a joint remuneration report in accordance with Article 162 of the German Stock Corporation Act (AktG), which must then be submitted to the Annual General Meeting for approval. The PSI Software SE remuneration report for fiscal year 2023 and the auditor's assurance statement are available on the Company's website at www.psi.de/en/psi-investor-relations/corporate-governance/ verguetungsbericht/.

Remuneration system for members of the Executive Board

The current remuneration system for members of the Executive Board of PSI Software SE has been in place since the financial year 2021 and was approved by a majority of 96,62% at the Annual General Meeting on May 19, 2021. A full description of the system can be found in the invitation to the Annual General Meeting 2021, which can be viewed at www.psi.de/de/psi-investor-relations/shareholders- meeting/archiv/ (available only in German language).

Remuneration of the Supervisory Board

The current remuneration system for the members of the Supervisory Board of PSI Software SE has been in place since fiscal year 2017 and was adopted by the Annual General Meeting on May 16, 2017 with a majority of 99.48% and confirmed by the Annual General Meeting on May 19, 2021 with a majority of 99.71%. It consists structurally of a fixed remuneration for the Chairman of the Supervisory Board, the Deputy Chairman of the Supervisory Board, the Chairman of a committee, and for the committee members, as well as an attendance fee. A full description of the system can be found in the invitation to the Annual General Meeting 2021, which can be viewed at www.psi.de/de/psi-investor-relations/shareholders-meeting/archiv/ (available only in German language).

Code of Conduct

The key principles of conduct towards customers, shareholders, employees, partners and competitors of PSI are determined by the Code of Conduct, which is publicly available on the Company's website at www.psi.de/en/psi-group/psi-coc/.

Executive Board of PSI Software SE

The Executive Board is responsible for managing the business of PSI Software SE. It develops the corporate strategy, discusses it with the Supervisory Board and ensures its implementation. Its actions and decisions are guided by the law and the Articles of Association as well as by the interests of PSI Software SE. In doing so, it is committed to sustainably increasing the value of the company. It informs the Supervisory Board regularly, promptly and comprehensively about all issues of strategy, planning, business development, risk situation, risk management and compliance that are relevant to the Company.

The Articles of Association stipulate that the Executive Board of PSI Software SE shall consist of one or more persons. The appointment and revocation of the appointment of members of the Executive Board is made by the Supervisory Board, which also determines their number. Currently, the Executive Board of PSI Software SE consists of two members, the Chief Executive Officer with responsibility for Strategy, Marketing/Sales, Technology and Investor Relations, and a second member with responsibility for Organization, Human Resources, Finance and Controlling as well as Sustainability (ESG/CSR).

The Supervisory Board has issued rules of procedure for the Executive Board. In particular, they regulate the areas of responsibility of the Executive Board members, which matters are reserved for the Executive Board as a whole, and which types of transactions may only be undertaken with the prior consent of the Supervisory Board.

Together with the Executive Board, the Supervisory Board ensures long-term succession planning. This is based on discussions with the incumbent members of the Executive Board as well as impressions from executives who present at Supervisory Board meetings. In this way, the Supervisory Board can form a picture of potential successors from within the company. In addition, the Supervisory Board also continuously explores whether and, if so, which external candidates might be considered for potential succession to the Executive Board.

The members of the Executive Board are listed at www.psi.de/en/psi-investor-relations/corporate- governance/vorstand/.

The Executive Board has not formed any committees.

Supervisory Board of PSI Software SE

Tasks, rights and duties

The Supervisory Board of PSI Software SE monitors the management of the Company by the Executive Board. Subject of the monitoring are the management decisions with regard to their legality, expediency and economic efficiency. In addition, the Supervisory Board examines the annual financial statements, the consolidated financial statements, the management report and the Group management report, taking into account the auditor's reports. Finally, the Supervisory Board is responsible for appointing the

members of the Executive Board and concluding employment contracts with them - including the remuneration agreed therein, the framework for which is in turn provided by the remuneration system drawn up by the Supervisory Board and approved by the Annual General Meeting. Of major importance in all this are the committees formed by the Supervisory Board in accordance with the provisions of the German Stock Corporation Act and the recommendations of the German Corporate Governance Code

- namely the Personnel Committee and the Audit Committee.

All members of the Supervisory Board - shareholder representatives as well as employee representatives

• are committed to the corporate interests of PSI Software SE. In making their decisions, they may therefore neither pursue personal interests nor take advantage of business opportunities to which the Company is entitled. Any conflicts of interest must be disclosed immediately by each Supervisory Board member to the Supervisory Board.

All members of the Supervisory Board have the same rights and duties. They are not bound by orders or instructions. They must maintain secrecy about confidential information and secrets of PSI Software SE, namely about company and business secrets which become known to them through their activities on the Supervisory Board. This applies in particular to confidential reports and confidential discussions, even after resigning. Each member of the Supervisory Board shall ensure that he or she has sufficient time to perform his or her mandate.

Composition of the Supervisory Board

The Articles of Association stipulate that the Supervisory Board of PSI Software SE consists of a total of six members. According to the Articles of Association, four Supervisory Board members are to be elected by the Annual General Meeting and two Supervisory Board members are to be elected by the employees. The Articles of Association also stipulate that the Supervisory Board members are elected for the period up to the end of the Annual General Meeting which resolves on the ratification of the acts of the Supervisory Board for the second fiscal year after the beginning of the term of office; the fiscal year in which the term of office begins is not included in this. This means that the Supervisory Board members are each elected for a term of office of around three years.

The Supervisory Board shall be composed in such a way that its members as a whole possess the knowledge, skills and professional experience required to properly perform its duties. In addition, the German Corporate Governance Code recommends that the supervisory board should specify concrete objectives for its composition and draw up a competence profile for the entire body. In doing so, it should also pay attention to diversity. The competence profile of the Supervisory Board shall also include expertise on sustainability issues of importance to the company. Proposals by the Supervisory Board to the Annual General Meeting should take these objectives into account and at the same time aim to fulfill the competence profile for the entire body.

Accordingly, the Supervisory Board has decided that its own composition should be governed by the following objectives and competencies, all of which, in its estimation, were achieved in the fiscal year 2023:

Each member of the Supervisory Board must have the knowledge, skills and professional experience required to properly perform his or her duties and must be sufficiently independent.

Status of implementation in fiscal year 2023:

In the fiscal year 2023, all members of the Supervisory Board had the knowledge, skills and professional experience required to properly perform their duties.

All members of the Supervisory Board were also sufficiently independent in fiscal year 2023. In the opinion of the Supervisory Board, the independence of the employee representatives is not in question solely because they were elected to the Supervisory Board by the employees in accordance with statutory requirements or because they are employed by the Company or a Group company.

Further detailed information on the independence of the Supervisory Board members (and the four shareholder representatives by name) can be found below in the section "Supervisory Board of PSI Software SE - Independence of the Supervisory Board Members" of this Corporate Governance Declaration.

Supervisory Board members should not have exceeded the age limit of 70 years at the time of their election.

Status of implementation in fiscal year 2023:

One member of the Supervisory Board exceeded the standard retirement age of 70 in fiscal year 2023. All other members of the Supervisory Board complied with the specified standard age limit in fiscal year 2023.

Supplementary information on the age limit for Supervisory Board members can be found below in the section "Supervisory Board of PSI Software SE - Age Limit for Supervisory Board Members" of this Corporate Governance Declaration.

Care should be taken to ensure that the composition of the Supervisory Board is diverse, reflecting in particular the industry environment and the international nature of the PSI Group. The members of the Supervisory Board should complement each other in terms of their backgrounds, professional experience and expertise, so that the Board can draw on as broad a range of experience and specialist knowledge as possible. In view of the growing importance of international activities, the Supervisory Board has set itself the goal of having at least one member with many years of international experience. It is not necessary for this member to be a foreigner himself; a German national can also meet this requirement, provided he has the relevant many years of experience in international business.

Status of implementation in fiscal year 2023:

In fiscal year 2023, the Supervisory Board of PSI Software SE included members with different professional experience and expertise, including

• one member with a background in engineering, many years of service as a managing director and member of the Executive Board, and expertise in the fields of accounting and auditing (special knowledge and experience in the application of accounting principles and internal control and risk management systems as well as in auditing, including sustainability reporting and its audit),
• one additional member with a background in business administration (university professor for finance and accounting) and with special and long-standing experience in international business (many years of experience in investment banking and in the area of corporate finance as well as Chief Financial Officer and Chairman of the Executive Board of a banking house) as well as expertise in the areas of accounting and auditing (special knowledge and experience in the application of accounting principles and internal control and risk management systems as well as in the auditing of financial statements, including sustainability reporting and its auditing),
• a legal scholar with special expertise in energy law and

• a capital market expert with expertise in the field of accounting.

This composition ensures a broadly diversified pool of experience and various specialized skills, including financial expertise and many years of experience in international business, which the full Supervisory Board can draw on in advising and monitoring the Executive Board.

The Supervisory Board may not include more than two former members of the Executive Board of PSI Software SE. The period of service on the Executive Board of PSI Software SE must have ended at least two years ago, unless the election is based on a proposal by shareholders holding more than 25 percent of the voting rights in PSI Software SE.

Status of implementation in fiscal year 2023:

No former member of the Executive Board of PSI Software SE was a member of the Supervisory Board in fiscal year 2023.

Persons to be proposed for election may not have any potential conflicts of interest. In particular, members of the Supervisory Board may not exercise any board functions or consulting duties at significant competitors of PSI Software SE or a Group company.

Status of implementation in fiscal year 2023:

The Supervisory Board in fiscal year 2023 did not include any members with potential (or even actual) conflicts of interest. No member of the Supervisory Board performed board functions or consulting tasks for significant competitors of PSI Software SE or a Group company.

The target for the proportion of women on the Supervisory Board is 16.67 percent.

Status of implementation in fiscal year 2023:

The target set for the proportion of women on the Supervisory Board was achieved with one female Supervisory Board member (Ms. Elena Günzler).

Supplementary information on the target figures for the proportion of women can be found below in the section of the same name in this Corporate Governance Declaration.

The members of the Supervisory Board are listed in the Annual Report on page 117; there also information can be found on their membership of other statutory supervisory boards and comparable domestic and foreign supervisory bodies of business enterprises. Supplementary information on the length of service, diversity and professional expertise of the individual Supervisory Board members can be found below in the section "Supervisory Board of PSI Software SE - Qualification Matrix" of this Corporate Governance Declaration.

Age limit for Supervisory Board members

The German Corporate Governance Code recommends that an age limit be specified for members of the Supervisory Board and stated in the Corporate Governance Declaration. In implementation of this recommendation, the rules of procedure of the Supervisory Board stipulate that Supervisory Board members of PSI Software SE should not have exceeded the age limit of 70 years at the time of their election. All current members of the Supervisory Board of PSI Software SE have complied with this age limit.

At the Annual General Meeting on May 23, 2023, the four shareholder representatives were re-elected to the Supervisory Board. This also applied to Prof. Dr. Jaroni, who had already passed the age of 70 at this time. However, this is not detrimental, as the age limit formulated in the rules of procedure of the Supervisory Board of PSI Software SE is deliberately formulated as an open standard age limit ("shall"), in order to maintain the necessary flexibility and not to make the (re-)electionof professionally and personally suitable candidates more difficult or even exclude them on the grounds of age alone. In the interests of the Company, it therefore allows older candidates to be proposed and elected to the Supervisory Board in individual cases without this constituting a violation of the standard age limit or a deviation from the recommendations of the German Corporate Governance Code.

Independence of the Supervisory Board members

Concept of independence

The German Corporate Governance Code recommends that the Supervisory Board should include an appropriate number of independent members on the shareholder side - also taking into account the ownership structure. It goes on to say that a member is to be regarded as independent within the meaning of this recommendation if he or she is independent of the company and its Executive Board as well as of a controlling shareholder. There are therefore two different perspectives to be taken: On the one hand,

it is a question of sufficient independence from the company and its Executive Board, and on the other hand, it is a question of sufficient independence from any controlling shareholder. In this context, the German Corporate Governance Code explicitly focuses only on the shareholder side in co-determined supervisory boards. The employee side is therefore not covered by its recommendations. Accordingly, the following comments on the independence of Supervisory Board members refer only to the shareholder side and to the individual shareholder representatives on the Supervisory Board of PSI Software SE.

Independence from the company and its Executive Board

The German Corporate Governance Code recommends that more than half of the shareholder representatives on the Supervisory Board should be independent of the company and its Executive Board

• this always includes the chairmen of the Supervisory Board, the Audit Committee and the committee dealing with Executive Board remuneration. A Supervisory Board member is independent in this sense if he or she has no personal or business relationship with the Company or its Executive Board that could give rise to a material and not merely temporary conflict of interest. It is expressly left to the shareholder side of the Supervisory Board itself to assess the independence of its members. Four indicators must be taken into account which may indicate a lack of independence on the part of a shareholder representative:

• Membership on the Executive Board within the last two years prior to appointment to the Supervisory Board;
• significant business relationship with the Company or a company dependent on it, e.g. as a customer, supplier, lender or consultant;
• close family relationship to a member of the Executive Board;
• Membership of the Supervisory Board for more than twelve years.

All criteria relate both to the Supervisory Board member himself and to his close family members. However, the shareholder side is expressly at liberty to regard the supervisory board member in question as independent even if one indicator or even several indicators are fulfilled - only it should then justify this assessment in the Corporate Governance Declaration.

The shareholder side of the Supervisory Board of PSI Software SE has come to the conclusion that all of its incumbent members are independent of PSI Software SE and its Executive Board - including the Chairmen of the Supervisory Board, the Audit Committee and the Personnel Committee (which at PSI Software SE deals with the employment contracts and personnel matters of the members of the Executive Board, including questions of Executive Board remuneration). This results in detail from the following considerations:

Karsten Trippel

Chairman of the Supervisory Board of PSI Software SE and of the Personnel Committee, Member of the Audit Committee

Member of the Supervisory Board since 2002, term of office until 2024

According to the assessment of the shareholder representatives on the Supervisory Board of PSI Software SE, Mr. Trippel has no personal or business relationship with PSI Software SE or its Executive Board that could constitute a material and not merely temporary conflict of interest. Nothing else follows from the indicators that may suggest a lack of independence according to the German Corporate Governance Code in the version dated April 28, 2022.

Mr. Trippel has been a member of the Supervisory Board since 2002, i.e. for more than twelve years. Nevertheless, the shareholder representatives on the Supervisory Board of PSI Software SE are convinced that Mr. Trippel has at all times maintained the necessary critical distance from the Executive Board of PSI Software SE as well as the necessary clear, alert and critical view when monitoring the Executive Board. His performance proves that Mr. Trippel fulfills his office as member and Chairman of the Supervisory Board as well as his functions as Chairman of the Personnel Committee and as member of the Audit Committee in an exemplary manner. In addition, his many years of experience and expertise are of essential importance to the Supervisory Board in fulfilling its role as a critical monitor and at the same time authoritative and trustworthy advisor to the Executive Board - also and in particular with regard to the particularly important function of the Chairman of the Supervisory Board as the Executive Board's main point of contact.

Other indicators that may suggest a lack of independence according to the German Corporate Governance Code in the version dated April 28, 2022 are not relevant for Mr. Trippel. In particular, Mr. Trippel has never been a member of the Executive Board of the Company. He also does not have any significant business relationship, either directly or indirectly, with PSI Software SE or any company dependent on PSI Software SE, for example as a customer, supplier, lender or consultant. He is also not a family member of a member of the Executive Board of PSI Software SE.

Prof. Dr.-Ing. Ulrich Wilhelm Jaroni

Deputy Chairman of the Supervisory Board of PSI Software SE, member of the Audit Committee and the Personnel Committee

Member of the Supervisory Board since 2014, term of office until 2024

According to the assessment of the shareholder representatives on the Supervisory Board of PSI Software SE, Prof. Dr. Jaroni has no personal or business relationship with PSI Software SE or its Executive Board that could constitute a material and not merely temporary conflict of interest. The various indicators that may suggest a lack of independence according to the German Corporate Governance Code in the version dated April 28, 2022, are all not relevant with regard to Prof. Dr. Jaroni.