Stratec : Statement of Corporate Governance as of March 15, 2024

CORPORATE GOVERNANCE STATEMENT

WITH REPORT ON CORPORATE GOVERNANCE

Corporate governance at STRATEC SE (hereinafter: STRATEC) is determined by applicable laws, in particular the requirements of company law, the Articles of Association and internal regulations, and standards of good, responsibile corporate governance. The German Corporate Governance Code (www.dcgk.de) provides recommendations and suggestions for the corporate governance to be applied at STRATEC in accordance with recognized standards.

STRATEC's Board of Management and Supervisory Board are convinced that good corporate governance provides a key foundation for the company's sustainable success and enhances the trust placed in the company by its shareholders, business partners, and employees, as well as by the financial markets.

In what follows, STRATEC's Board of Management and Supervisory Board report on the principles underlying their corporate governance in accordance with the legal requirements set out in § 289f and § 315d of the German Commercial Code (HGB) and on corporate governance at the company in accordance with Principle 23 of the German Corporate Governance Code. The declaration on the German Corporate Governance Code submitted pursuant to § 161 of the German Stock Corporation Act (AktG) ("Declaration of Compliance") and updates to such declarations form a constitutent component of the Corporate Governance Declaration. The Corporate Governance Declaration with the Report on Corporate Governance form an unaudited component of the Management Reports accompanying the 2023 Annual and Consolidated Financial Statements.

1. Declaration pursuant to § 161 of the German Stock Corporation Act (AktG)

At its meeting on November 24, 2023, the Supervisory Board addressed the German Corporate Governance Code in its current version and, together with the Board of Management, submitted the following declaration pursuant to § 161 of the German Stock Corporation Act (AktG):

"Declaration of Compliance by the Board of Management and the Supervisory Board of STRATEC SE with the recommendations of the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG)

The Board of Management and Supervisory Board of STRATEC SE declare that the recommendations of the German Government Commission on the German Corporate Governance Code in the version dated April 28, 2022 were complied with since the submission of the previous Declaration of Compliance on November 24, 2022 with the exception of the deviations mentioned below and that these recommendations will be complied with in future with the exception of the deviations mentioned below:

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Section F.2

The German Corporate Governance Code recommends that the consolidated financial statements and the group management report should be made publicly accessible within 90 days from the end of the financial year and that mandatory interim financial information should be made publicly accessible within 45 days from the end of the reporting period.

The aforementioned publication deadlines for the consolidated financial statements and the group management report have not been and in some cases are not complied with. However, the company does comply with the legal publication deadlines as well as the deadlines stated in the stock exchange rules ("Börsenordnung") of the Frankfurt Stock Exchange regarding the regulated market with additional obligations arising from admissions ("Prime Standard"), namely of four months for the annual financial report, three months for the half-yearly financial report, and two months for the quarterly statements. In the absence of uniform rules and regulations regarding publication deadlines, the company reserves the right to deviate from Section F.2.

Sections G.2 to G.4, G.10, and G.11

The contracts with members of the Board of Management of STRATEC SE, which were newly concluded in connection with the company's conversion to a societas europaea ("SE"), are expired in November 2023. The recommendations of the German Corporate Governance Code in Section G.I, and in particular G.2 to G.4, G.10, and G.11, and the remuneration system approved by the Annual General Meeting on May 20, 2021, therefore only required application upon the appointment of new members or extension in the appointment of existing members. The new remuneration system approved by the Annual General Meeting was applied in the extension of appointments and associated amendment of contracts now executed with the members of the Board of Management."

As a company, STRATEC is not subject to special legal regulations pursuant to Section F.4 of the German Corporate Governance Code. There are therefore no over-riding legal stipulations that have resulted in Code recommendations not being applicable.

Together with the Declarations of Compliance for the past five years, which are no longer up-to-date, this Declaration of Compliance is also available on the company's webiste at www.stratec.com> Investors > Corporate Governance > Declaration of Compliance.

2. Relevant disclosures on corporate governance practices

Together with the Corporate Governance Statements for the past five years, which are no longer up-to-date, this Corporate Governance Statement is also available on the company's website at www.stratec.com> Investors > Corporate Governance > Declaration of Corporate Governance.

Diversity

STRATEC views a diverse workforce as a great source of added value. A wide range of personal and cultural diversity is seen as a force driving innovation and enables the company to respond more closely and swiftly to technological changes and customers' needs. Maintaining an open and tolerant corporate culture is

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therefore a matter of course for STRATEC and also assists the company in its efforts to recruit qualified employees, particularly at times when specialists are in short supply.

STRATEC treats all employees equally and provides them with the same career opportunities irrespective of their age, disability, chronic illnesses, ethnic origin, religious affiliation, gender, sexual identity, or any other reasons for potential discrimination.

STRATEC is aware that its managers have a pivotal role to play in promoting diversity and inclusion. In view of this, diversity is actively promoted in practice by STRATEC's Board of Management.

Compliance management system

Measures to prevent corruption, bribery, and any other violations of the law therefore form an integral component of STRATEC's understanding of compliance and of its compliance management system. At STRATEC, compliance-related measures are summarized in its Corporate Compliance Policy, which is binding for all employees, line managers, and executives throughout the Group and is communicated in regular mandatory training. In this respect, compliance with a variety of legal systems and statutory regulations is just as important as compliance with ethical principles.

Core elements of STRATEC's Corporate Compliance Policy include the following:

• A basic explanation of STRATEC's understanding of compliance, as well as an explanation of the compliance management system.
• Preventing corruption, i.e. upholding the integrity necessary in business dealings, and in particular the prohibition of any illegitimate exercising of influence
• Information and assistance for compliance with all requirements set by the law and the respective authorities, as well as with internal requirements
• Assistance to avoid conflicts of interest
• The obligation to provide a fair and respectful working environment at the company
• Assistance to avoid conflicts of interest between private and business matters
• Compliance with the applicable legal requirements in Germany and abroad
• Copyright and license conformity
• Regular training of employees and information material on the intranet
• Respectful and professional conduct at the company
• Opportunities to report suspected breaches of compliance.

STRATEC expects all of its employees, line managers, and executives to adhere to compliance requirements and to ensure that all business decisions and actions taken in their areas of responsibility are consistent with relevant legal requirements and the Corporate Compliance Policy and also serve the company's best interests. To this end, the company aims to ensure that all new employees are trained in person by the compliance department at company headquarters or the relevant local compliance officer with regard to the Corporate Compliance Policy within three months of joining the company. Training is provided to all full-time and part-time employees, as well as to all interns, trainees, and freelance employees at all locations. In addition to initial training provided to individuals coming into contact with the Corporate

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Compliance Policy for the first time, mandatory training is also provided at regular intervals to STRATEC's existing workforce. This is intended on the one hand to inform employees about the latest developments in this area while on the other hand creating a permanent awareness of compliance among employees.

STRATEC's compliance system is continually being enhanced and optimized. Moreover, regular compliance summits are held to which all active compliance officers are invited in order to share their experiences and receive further training. A further component of STRATEC's compliance management system involves the annual meeting of the Compliance Board, which comprises six permanent members and two alternating members whose specialist departments at STRATEC are assessed as potentially being exposed to risks. This body discusses and decides on compliance targets and separate relevant topics. The risk reports compiled by compliance officers at individual locations form the basis for the compliance report provided to the Board of Management. The Board of Management discharges its reporting duties towards the Supervisory Board.

An anonymous whistleblower system enabling employees or other parties to notify the company of any breaches of regulations or legal requirements has been in place since 2017.

The Corporate Compliance Policy is available on the company's website at www.stratec.com> Company > About us > Corporate Compliance verfügbar.

Furthermore, STRATEC adheres to the requirements of the law and of its Articles of Association

(www.stratec.com> Investors > Corporate Governance > Articles of Association) and, apart from those deviations listed in the aforementioned declaration pursuant to § 161 of the German Corporate Governance Act (AktG), also complies with the German Corporate Governance Code (www.dcgk.de).

Corporate Social Responsibility

Since its foundation more than 40 years ago, a responsible mindset and sustainable operations have been one of the foundations enabling STRATEC to grow from a small startup into what is now a company with global operations. By implementing sustainability topics in its corporate strategy, STRATEC is accounting for its responsibility towards society. Given the high priority accorded to them, corporate social responsibility topics are managed at the STRATEC Group by the Board of Management, which discusses these and formulates suitable targets with and on behalf of the members of the first management tier and for the management at subsidiaries. Within the Supervisory Board, Dr. Hiller has been appointed as the member responsible for topics relating to corporate social responsibility. Furthermore, STRATEC has established an ESG (Environmental Social Governance) Board. This comprises the managers responsible for those company divisions that are especially relevant to sustainability aspects (Procurement, Human Resources, Manufacturing, Legal & Compliance, Quality Management, Project Management, Investor Relations, Sustainability, Corporate Communications) and further employees in specialist functions. Together with the managers responsible for the risk management system, the ESG Board addresses topics which include the materiality and risk analyses in the field of corporate social responsibility. In addition, the ESG Board identifies potential improvements for sustainability and oversees the introduction of measures aimed at achieving defined targets (as well as monitoring target achievement). Materiality aspects relevant to corporate social responsibility are continually evaluated and adapted in line with changing circumstances.

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The opportunities and risks associated with corporate social responsibility are regularly assessed and continually monitored within the risk management system.

STRATEC is a signatory to the UN Global Compact of the United Nations, the world's largest initiative for sustainable and responsible corporate governance. As a signatory, STRATEC is committed to upholding the ten principles of the UN Global Compact, which include the topics of human rights, work, environment, and combating corruption. Furthermore, STRATEC supports the UN's 2030 Agenda for Sustainable Development and the 17 associated goals (Sustainable Development Goals).

Detailed information about the disclosures required by the CSR Directive can be found in the Non-Financial Group Declaration, which is a constituent component of the Group Management Report. The Non-Financial Group Declaration for the 2023 financial year also includes the disclosures required by the EU Taxonomy Regulation (Taxonomy Regulation) in respect of taxonomy-eligible economic activities.

Quality management system

Most of STRATEC's products are supplied to partners operating in strictly regulated markets. Quality management therefore represents a core aspect of STRATEC's business model and forms the basis for the success both of the company and of its partners.

STRATEC is committed to permanently improving the quality of its processes and services. Most of its products are subject not only to the strict requirements of the German Medical Products Act, but also to numerous national and international regulations that have to be complied with when entering the respective markets.

To satisfy these requirements, STRATEC has established a high-performance, certified quality management system. This accounts for the ever growing body of regulatory requirements in international markets and the ever more extensive number of requirements on national level. At the same time, it is the prerequisite for ensuring consistently high product quality.

Among others, the tasks performed by the Quality Management and Regulatory Affairs department include ensuring that the products comply with all necessary regulatory requirements for medical products, supplier evaluation and qualification, and continuously improving the quality management system.

The design and manufacture of an analyzer system also involves regular audits by customers, the authorities, certification bodies, and internal company departments at our development and production locations. These are prepared and accompanied by our quality management team.

Consistent with the motto "one world - one company - one quality", STRATEC has set itself the target of largely harmonizing its quality management system. Due account is taken of the specific needs of individual locations resulting from their different focuses (product types, development, production, etc.). STRATEC employees at the various locations form teams of experts for individual specialisms to promote the sharing of information within the company, support one another with their skills and experience, and ensure a coordinated approach.

Information about the standards to which STRATEC is committed and under which it is certified can be found at the company's website at www.stratec.com > Company > About us > Quality.

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3. Description of mode of operation of Board of Management and Supervisory Board and composition and mode of operation of their committees

German stock corporation law provides for a two-tier system of corporate management. The Board of Management and Supervisory Board of STRATEC SE, which has a dualistic management structure, cooperate closely to the company's benefit. In this, the company is managed by the Board of Management and supervised by the Supervisory Board.

Board of Management and its mode of operation

The Board of Management manages the company with the aim of achieving sustainable value creation. It does so under its own responsibility and in the company's best interests, i.e. taking due account of the interests of the company's shareholders, employees, and other stakeholders. The Board of Management manages the company in accordance with the requirements of law, the Articles of Association, and its own Code of Procedure. The Board of Management is committed to the principles of good, responsible, and efficient corporate governance. It follows the requirements of the German Corporate Governance Code in its respectively valid version to the extent that compliance with such is declared in its annual Declaration of Compliance with the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (AktG) ("Declaration of Compliance"). The Board of Management develops the company's strategy, coordinates this with the Supervisory Board and ensures its implementation. Furthermore, it ensures that the company has appropriate risk management and risk controlling, as well as a compliance management system appropriate to the company's risk situation.

In appointing candidates to management positions at the company, the Board of Management considers diversity and aims in particular to ensure the appropriate participation of women. The Board of Management stipulates target values for the share of women in the two management tiers below the Board of Management.

The Supervisory Board issues Code of Procedure for the Board of Management which, in particular, include a catalog of transactions requiring the approval of the Supervisory Board, stipulate the allocation of duties and cooperation within the Board of Management, and govern the cooperation of the Board of Management with the Supervisory Board.

The members of the Board of Management bear joint responsbility for managing the company. They work together as colleagues and keep each other regularly informed of all significant measures or developments in their areas of responsibility.

Each member of the Board of Management manages the area of responsibility allocated to him under his own responsibility. For measures and transactions affecting several areas of responsibility, the relevant members of the Board of Management are required to agree the approach to be taken and, if necessary, seek a resolution adopted by the full Board of Management.

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Should he have concerns regarding a matter in a given area of responsibility, each member of the Board of Management is obliged to seek a resolution from the Board of Management if the concerns cannot be remedied following discussion of the matter with the relevant member of the Board of Management.

As a rule, the Board of Management adopts resolution at meetings, which are generally held once a week and convened by the Chairman of the Board of Management at the request of a member of the Board of Management or where urgent action is required. The Chairman of the Board of Management may order that a resolution should be adopted remotely by circulating the respective documents, unless another member objects to such procedure.

The Board of Management should, whenever possible, adopt unanimous resolutions. In the particular case that no agreement can be reached, the meeting chair determines whether a vote should be held or the resolution should be adjourned. In the case of adjournment, a resolution must be passed on the matter at the following meeting. Resolutions that are not adopted unanimously are minuted with the relevant voting ratios.

The Board of Management only has a quorum when at least half its members are present. Members of the Board of Management may participate in the adoption of resolutions by casting their votes in writing, by fax, telephone, or electronically. The results are determined by a simple majority of votes cast. In the event of a parity, the Chairman has the casting vote. Should the Chairman of the Board of Management be absent or prevented from voting, in the event of a parity of votes the draft resolution is deemed to have been rejected.

The full Board of Management adopts resolutions on matters of fundamental importance and consequence for the company. These also involve matters for which a decision by the full Board of Management is required by law, the Articles of Association, or the Code of Procedure. These include, for example, the preparation of the annual financial statements, the convening of the Annual General Meeting, and proposals concerning the resolutions to be adopted at the Annual General Meeting.

The Chairman of the Board of Management coordinates the areas of responsibility of the Board of Management. He is obliged to ensure that the company is uniformly managed on the basis of the targets stipulated in resolutions adopted by the Board of Management. He represents the Board of Management and the company in public. The Chairman of the Board of Management in particular is regularly in contact with the Supervisory Board Chair to discuss the company's strategy, business performance, risk management, and sustainability issues. He provides immediate report to the Supervisory Board Chair of any significant events of material relevance for assessing the company's position, performance, or management.

Members of the Board of Management are bound to observe the company's best interests and subject to an extensive prohibition on competition during their period of activity. No member of the Board of Management may pursue personal interests in their decisions or exploit for themselves business opportunities to which the company is entitled. Each member of the Board of Management must disclose any conflicts of interest to the Chair of the Supervisory Board and to the Chair or Spokesperson of the Board of Management without undue delay and inform the other members of the Board of Management. Sideline activities, especially supervisory board mandates outside the the Group, may only be assumed with the approval of the Supervisory Board.

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All transactions between the company on the one hand and members of the Board of Management and persons and enterprises closely related to such on the other hand must be performed on terms customary to the sector.

Supervisory Board and its mode of operation

The Supervisory Board advises and supervises the Board of Management in its management of the company. It is directly involved in all decisions of fundamental importance to the company. Its supervision and advice also include sustainability issues in particular.

The Supervisory Board performs its activities in accordance with the requirements of the law, the Articles of Association, and its Code of Procedure. Supervisory Board members have the same rights and obligations and are not bound by instructions. The Supervisory Board is committed to the principles of good, responsible, and efficient corporate governance. It follows the respectively valid requirements of the German Corporate Governance Code to the extent that compliance is declared in the annual Declaration of Compliance with the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (AktG) ("Declaration of Compliance").

The Supervisory Board appoints members of the Board of Management and may also dismiss them. Any first-time appointment of a member of the Board of Management is for a maximum term of three years. Any reappointment of a member of the Board of Management prior to one year before the end of an appointment period at the same time as termination of the current appointment only happens if special circumstances apply. The Supervisory Board ensures that the composition of the Board of Management is consistent with diversity considerations appropriate to the company's business (see "Diversity concept for composition of Board of Management"). From the perspective of the company's management, the basic criteria applicable when selecting candidates for positions on the Board of Management particularly include the personality, specialist qualifications for the area for which responsbility is to be assumed, integrity, management qualities, and diversity factors. The Board of Management and Supervisory Boards continually address the topic of long-term succession planning for the Board of Management. In the past year as well, the Supervisory Board discussed successors for the Board of Management and long-term personnel planning, taking due account of the considerations submitted by the Board of Management.The Supervisory Board determines specific objectives regarding its composition and prepares a competence profile for the entire board. In this, it takes the principle of diversity into account. The competence profile for the Supevisory Board also includes expertise relating to sustainability issues relevant to the company. The implementation status for the competence profile is disclosed in the qualification matrix for the overall Supervisory Board in Section 5 "Diversity concpet for composition of Supervisory Board". Based on legal requirements governing the equal participation of women and men in management positions, the Supervisory Board stipulates target values for the share of women in the Supervisory Board and the Board of Management.

The Supervisory Board decides on a clear and comprehensible remuneration system for the members of the Board of Management and, on this basis, determines the actual remuneration for each member of the Board of Management. The Annual General Meeting generally adopts advisory resolutions on the approval of the

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remuneration system for the members of the Board of Management prepared by the Supervisory Board, upon any material change to the remuneration system, and as a minimum every four years. Furthermore, similar to the resolutions adopted for the remuneration system for the Board of Management, the Annual General Meeting adopts advisory resolutions on the approval of the remuneration system for members of the Supervisory Board submitted by the Supervisory Board. In addition, the Annual General Meeting adopts recommendatory resolutions on the approval of the remuneration report for the preceding financial year.

The Supervisory Board has adopted Code of Procedure which, among other aspects, govern cooperation within the Supervisory Board and with the Board of Management. The Code of Procedure for the Supervisory Board are published on the company's website.

Supervisory Board members are elected by shareholders at the Annual General Meeting. The Supervisory Board is convened when necessary and holds at least two meetings in each half of the calendar year, and also regularly meets in the absence of the Board of Management.

The number of meetings and key topics thereby addressed are presented in the Supervisory Board Report. This report also states how many meetings of the Supervisory Board and its committees were held in person or as video or telephone conferences and discloses how many of the meetings were attended by the individual members of the Supervisory Board.

The Supervisory Board is convened by the Supervisory Board Chair, with simultaneous communication of the agenda, or, should he be prevented from doing so, by his Deputy, with a notice period of 14 days. A meeting must also be convened when requested by a Supervisory Board member or the Board of Management, with stipulation of the purpose of and reasons for the meeting.

As a rule, the Supervisory Board adopts resolutions at meetings that are chaired by its Chair. If so instructed by the Supervisory Board Chair, resolutions may also be adopted outside meetings, in this case in writing or by fax, telephone, or other forms of communication provided that no Supervisory Board member objects to the procedure. Such resolutions are documented by the Chair in a written protocol which is forwarded to all members. Absent Supervisory Board members may participate in the adoption of resolutions in writing, verbally, by telephone, fax, or e-mail by having their votes cast by another Supervisory Board member.

Unless otherwise stipulated by law, resolutions are adopted on the basis of a simple majority of votes. Abstentions do not count as votes. For elections, relative majorities are deemed adequate. In the event of a parity of votes, also in elections, the Supervisory Board Chair has the casting vote.

The Supervisory Board has a quorum when all of its members have been correctly invited to the meeting or have been requested to cast their votes outside a meeting and at least three members then participate in the adoption of the resolution. Members abstaining are also deemed to participate in adoption of the resolution.

The Supervisory Board Chair coordinates the activities of the Supervisory Board, chairs its meetings, and represents its matters externally. The Supervisory Board Chair is also available within reasonable limits to discuss Supervisory Board-related issues with investors. He is authorized on behalf of the Supervisory Board to submit and accept declarations of intent on the part of the Supervisory Board to the extent necessary to

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execute Supervisory Board resolutions. He is regularly in contact with the Board of Management, and in particular the Chairman of the Board of Management, to discuss with them issues relating to the company's strategy, planning, business development, risk management, and sustainability issues. The Supervisory Board Chair is informed by the Chairman of the Board of Management without undue delay of major events that are of material importance for assessing the company's status and performance, and for managing the company. The Supervisory Board Chair subsequently informs the Supervisory Board and, if required, convenes an extrardinary Supervisory Board meeting.

The Supervisory Board regularly assesses how effectively the Supervisory Board and its committees are discharging their duties. The internal self-assessment (efficiency review) recently performed by means of a structured catalog of questions in December 2022 established that the activities of the Supervisory Board are efficient in every respect. The internal self-assessment (efficiency review) performed by means of a structured catalog of questions in January 2024 reached the same conclusion.

Supervisory Board members are bound to observe the company's best interests. In their decisions, they must neither pursue personal interests nor exploit for themselves business opportunities to which the company is entitled. Each Supervisory Board member is obliged to inform the Supervisory Board Chair of any conflicts of interest without undue delay. In the event of material conflicts of interest that are not only temporary, the Supervisory Board member is obliged to retire from his or her position. In its report to the Annual General Meeting, the Supervisory Board discloses any conflicts of interest that have arisen and how they were addressed. Supervisory Board members receive adequate support from the company when they assume their positions and when they draw on training or professional development measures at their own initiative to enable them to fulfil their duties. Within an onboarding process, Supervisory Board members elected for the first time or appointed by court have the opportunity to familiarize themselves with the specific features of the company, its market and competitive situation, and the legal framework, and in particular with corporate governance and the compliance management system. The Report of the Superivsory Board provides information about the measures performed.

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