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

In the Declaration of Conformity of March 2025 pursuant to Section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of adesso SE declare that the recommendations of the German Corporate Governance Code in the version of 28 April 2022 have been complied with since the last declaration was submitted, with the exceptions listed and explained therein. The Executive Board and Supervisory Board further declare that adesso SE complies and will continue to comply with the recommendations of the German Corporate Governance Code in the version dated 28 April 2022, with the exception of the following:

The Supervisory Board sees no reason to limit the term of office to a maximum of three years for the initial appointment of Executive Board members who were previously employees of adesso. In the opinion of the Supervisory Board, this provides an adequate basis for trust even in the case of longer-term engagement (with reference to B.3). The Supervisory Board considers a minimum of three independent members to be sufficient for its monitoring and control functions. This decision particularly recognises the advisory role of Supervisory Board members with regard to the company, their market knowledge, networks and expertise. In special cases, such persons should not be excluded from membership from the outset on the basis of the independence criteria of the Code. Rather, the Supervisory Board considers their knowledge and experience to be beneficial for the monitoring tasks and, with at least three independent members, to be sufficient for the overall composition of the Supervisory Board (with reference to C.7 p. 1). The Chairman of the Supervisory Board is not to be regarded as independent from the company and from the Management Board within the meaning of the Code's recommendations. Nevertheless, the Supervisory Board regards the particular expertise of its Chairman as a co-founder and indirect principal shareholder of the company, as well as the resulting separate interests as an indirect major shareholder of the company, as advantageous and sufficient for the supervisory duties (with reference to C.10 sentence 1). The Supervisory Board believes that the monitoring and control function is also fulfilled without regular meetings excluding the Management Board. Rather, in the opinion of the Supervisory Board, the presence of the Management Board offers an additional opportunity to obtain, 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 share from short-term targets. The Supervisory Board considers the relation established in the remuneration system for members of the Management Board to be sufficient, also in terms of sustainable and long-term corporate development, especially since the granting of a partially share-based long-term remuneration provides sufficient incentives for this (with reference to G.6). Only part of the long-term variable remuneration is paid in the form of share options, which can only be exercised four years after the option issue date. The members of the Board of Executive Directors can also access the remaining long-term variable remuneration earlier. The system does not provide for an investment obligation primarily in shares of the company, especially since part of the variable remuneration is already granted on a share-based basis. The Supervisory Board considers the share-based portion of the long-term variable remuneration provided for in the remuneration system for members of the Management Board and its incentive effect in terms of sustainable and long-term corporate development to be sufficient (with reference to G.10). The retention or possibility of reclaiming variable remuneration is limited to share-based long-term remuneration. The cooperation between members of the Supervisory Board and the Executive Board is characterised by regular exchange and a high level of trust. The Supervisory Board considers the legal remedies and the enforcement of possible claims for damages against the member of the Executive Board to be sufficient for 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 legal requirements, decision-making at adesso is subject to the shareholders, the management board and the supervisory board. The so-called dual management system is characterised by the strict separation of personnel between the management board as the management body and the supervisory board as the monitoring body. The management board and the supervisory board work closely together in the company's interest.

The shareholders are involved in fundamental decisions such as amendments to the Articles of Association, the appropriation of net profit, the issue of new shares and the repurchase of treasury shares, as well as significant structural changes. adesso has only one class of shares, all of which carry the same voting rights. The company provides the shareholders with a proxy to exercise their voting rights at the Annual General Meeting.

In the context of the COVID-19 pandemic, the legislator has created a framework in which virtual Annual General Meetings can be held without the physical presence of shareholders and their proxies, even temporarily without corresponding provisions in the Articles of Association. The company made use of this in 2020, 2021 and 2022. The Annual General Meeting 2022 also decided to amend the company's Articles of Association with regard to the possibilities already provided for by the Shareholders' Rights Directive (ARUG) and in Section 118 (2) of the German Stock Corporation Act (AktG) for participating in the Annual General Meeting via the internet. 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, 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 accordance with Section 118 (2) AktG. While adesso held the Annual General Meeting as a virtual general meeting in 2023 in accordance with the current legal situation and the company's Articles of Association, adesso temporarily returned to a face-to-face general meeting in the 2024 financial year. For the current financial year 2025, the Annual General Meeting is to be held as a virtual Annual General Meeting again.

Since 9 December 2021, adesso has been listed in the Prime Standard following an up-listing. The Prime Standard is the sub-segment of the regulated market with additional post-admission obligations. The Prime Standard represents the segment with the highest transparency requirements on the Frankfurt Stock Exchange and in Europe. The Investor Relations section of the website www.adesso-group.de contains not only the mandatory information but also a great deal of additional information that goes well beyond the required level of transparency. Shareholders and potential investors can contact the CFO directly at any time via the ‘Questions for the CFO’ menu option. adesso maintains a mailing list for proactively sending company news and financial reports to shareholders. Interested parties can sign up for these mailing lists on the website. As part of fair disclosure, company presentations from annual earnings or investor conferences, as well as analyst and investor meetings, are posted on the website in a timely manner.

Executive Board of adesso SE

The Executive Board is responsible for managing the company. There are no other decision-making bodies for the company or group-wide matters. Each member of the Executive Board has sole power of representation. The principle of joint responsibility applies, whereby the members of the Executive Board bear joint responsibility for the entire management. Rules of procedure for the work of the Executive Board have existed since 17 March 2011, last updated on 20 March 2025. The Executive Board usually holds a recorded meeting every two weeks. In 2024, the board consisted of five members throughout. The board prepares the corporate planning and organises the internal reporting structures with regard to operational business development and risk management. In line with recommendation A.1 of the GCGC, the board systematically identifies and assesses the risks and opportunities associated with social and environmental factors for the company, as well as the ecological and social impacts of the company's activities. In addition to long-term economic goals, ecological and social goals are also given appropriate consideration in the corporate strategy. The corporate planning includes corresponding financial and sustainability-related goals. The Management Board informs the Supervisory Board regularly, promptly and comprehensively about all material aspects of business development, significant business transactions and, at least quarterly, about the current earnings situation. The Executive Board explains to the Supervisory Board any deviations in the course of business or future business development from the established plans and targets. Long-term succession planning for appointments to the Executive Board within the meaning of recommendation B.2 of the German Corporate Governance Code is carried out by means of regular discussions between the Chairmen of the Executive Board and Supervisory Board. The contractual terms and renewal options for current Executive Board members are discussed, along with possible successors.

The age limit for members of the Executive Board within the meaning of recommendation B.5 of the GCGC is set out in adesso's employment contract and refers to the end of the year in which the member of the Executive Board reaches the age of 67.

Supervisory Board of adesso SE

The Supervisory Board monitors and advises the Executive Board on management. It consists of six members. In 2024, the Supervisory Board consisted of six members throughout. The Supervisory Board appoints the members of the Executive Board and decides on the system for remunerating the members of the Executive Board. The current remuneration system for members of the Executive Board of adesso SE was decided by the Supervisory Board in accordance with Sections 87 (1), 87a (1) of the German Stock Corporation Act (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 on the applicable regulations can be found in the remuneration report pursuant to Section 162 AktG. As a listed company, adesso prepares a separate, joint remuneration report for the Executive Board and Supervisory Board annually. The auditor is required to formally audit the remuneration report and prepare a note. The remuneration report and the auditor's 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 last resolution on the remuneration of the 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 votes annually on the approval of the remuneration report for the Management Board and Supervisory Board, which has been prepared in accordance with Section 162 AktG and already audited. The report for the 2023 financial year was approved by the Annual General Meeting on 4 June 2024.

The Supervisory Board's consent is obtained for fundamental transactions of the Management Board. The Supervisory Board has approved a list of transactions requiring consent, for which the Management Board is generally bound by the consent of the Supervisory Board. The list of transactions requiring approval is part of the rules of procedure for the Management Board. Rules of procedure for the work of the Supervisory Board have been in place since 27 June 2018 and were last updated on 18 March 2024. In accordance with recommendation D.1 of the German Corporate Governance Code, the rules of procedure are available on the company's website.

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, due to their many years of service in commercial enterprises, have the necessary qualifications for the committee's work in accordance with recommendation D.3 of the GCGC. For example, the Chairman of the Audit Committee served for more than 12 years as the CFO/CFO 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. Rainer Rudolf served as CEO of the company, now known as adesso SE, for 14 years since its foundation and was responsible, among other things, for the company's commercial activities. Even after leaving the Executive Board, Rudolf managed various companies as a board member, 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 Prof. Dr. Volker Gruhn (Chairman) and Rainer Rudolf.

In addition, the Supervisory Board has determined for its composition in accordance with Principle 11 of the GCGC that its members as a group possess the knowledge, ability and expert experience required to properly perform their duties and that they are familiar as a group with the business model and target markets of the company. In accordance with recommendation C.1 of the German Corporate Governance Code, the Supervisory Board also set specific targets for the composition of the Supervisory Board and a profile of skills and expertise for the board as a whole for the first time in 2023. The Supervisory Board last updated the profile of skills and expertise in March 2025. The profile of skills and expertise also includes expertise on sustainability issues that are material to the company. The profile of skills and expertise contains requirements for both individual members of the Supervisory Board and the Supervisory Board as a whole and can be viewed on the adesso website at www.adesso-group.de/corporate-governance/. When deliberating on its proposals to the Annual General Meeting for the election of Supervisory Board members, the Supervisory Board, in the context of the profile of skills and expertise it has defined, takes particular account of specialist and industry knowledge, independence, the company's international activity and criteria of diversity. 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 body. The implementation status of the profile of required skills and expertise is published 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 members of the Supervisory Board, taking into account the requirements set out in the profile of required skills and expertise for the individual areas of knowledge, skills and professional experience.

The age limit for members of the Supervisory Board as defined in recommendation C.2 of the German Corporate Governance Code is derived from the rules of procedure and the profile of skills and expertise of the Supervisory Board. Accordingly, persons who have reached the age of 80 should no longer be elected or appointed.

The Supervisory Board arranges for the appointed auditor to explain the audit process and key findings from the audit of the annual financial statements and the consolidated financial statements. The approval of the entire Supervisory Board by resolution is required for consulting and brokerage services provided by a member of the Supervisory Board. There are two approved consulting contracts 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 during the reporting period can be found in the current report of the Supervisory Board. In accordance with recommendation D.12 of the German Corporate Governance Code, the Supervisory Board also carried out a self-assessment in 2024 in connection with the submission of the declaration of conformity in accordance with Section 161 of the German Stock Corporation Act (AktG). This included an assessment of how effectively the Supervisory Board has fulfilled its duties overall. The self-assessment takes place in the context of a plenary discussion in which each member of the Supervisory Board critically and self-critically evaluates the effectiveness of their work on the Supervisory Board. As part of this self-assessment, the current situation is evaluated and compared with a defined target. To date, the Supervisory Board has not used an external consultant for the 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 its previous composition had expired. Stefanie Kemp and Michael Zorc were elected as further members at the Annual General Meeting on 1 June 2023. Stefanie Kemp had already been appointed by the court as a replacement since 16 January 2023 following the resignation of a member of the Supervisory Board during the year. Michael Zorc replaces another member of the Supervisory Board who 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 declaration on corporate governance pursuant to Sections 289f and 315d of the German Commercial Code (HGB). The current version of the declaration on corporate governance, the corporate governance report and the wording of the declaration of conformity pursuant to Section 161 of the German Stock Corporation Act (AktG) are available online at www.adesso-group.de/corporate-governance/.

Remuneration of the Executive Board and Supervisory Board

In the interest of good corporate governance, adesso ensures the greatest possible transparency regarding the structure and amount of remuneration paid to the Executive Board and Supervisory Board. To this end, the Executive Board and Supervisory Board prepare a remuneration report in accordance with the statutory provisions and in accordance with Principle 26 of the GCGC. 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 approval resolution of the Annual General Meeting on the company's website in accordance with the statutory provisions, as set out in the declaration on corporate governance.

Directors' dealings

In accordance with Article 19 (1) of the Market Abuse Regulation (MAR), persons who perform management functions at adesso SE and persons closely associated with them must report any transactions conducted on their own account involving shares or debt instruments of adesso SE or derivatives or other financial instruments linked thereto to adesso SE and the Federal Financial Supervisory Authority (BaFin). These reports must be made immediately and no later than three business days after the date of the transaction. In accordance with Article 19 (3) MAR, adesso SE ensures that, upon receiving such a report, it publishes the information contained therein within two business days in accordance with legal requirements. In the reporting year 2024, a total of nine transactions were reported, one of which was carried out by a member of the Management Board and three by a person closely associated with a member of the Management Board. Three further transactions were reported by a member of the Supervisory Board and the remaining two by persons closely associated with members of the Supervisory Board. Two sales and seven purchases were reported. We provided information on these transactions throughout Europe by means of notifications in accordance with Article 19 (3) MAR. We maintain a constantly updated list of the notifications received during the financial year and an archive in the Investor Relations section of the website at www.adesso-group.de.

Diversity and independence of the Supervisory Board members

At its meeting on 30 June 2022, the Supervisory Board of adesso SE resolved a target quota of at least 16 % for women on the Executive Board and at least 33 % for women on the Supervisory Board in accordance with Section 111 (5) of the German Stock Corporation Act (AktG). The target quotas were set for the period from 1 July 2022 to 30 June 2027. The target quotas of 0 % 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 for the Executive Board was set in view of the low number of internal and external female candidates for an Executive Board position with responsibility for operational business units. The aim was not to expand or change the Executive Board in the area of cross-divisional functions. Currently, one member of the Executive Board and one member of the Supervisory Board are female.

At its meeting on 22 June 2022, the Management Board resolved, in accordance with Section 76 (4) AktG, a target of at least 10% for the first management level and 20% for the second management level for the first and second management levels below the Management Board for the next five-year period. The targets do not fall short of the status quo unless a 30 per cent share of women has already been achieved.

In accordance with Principle 11 of the German Corporate Governance Code, 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 perform their duties and that the statutory gender quota is complied with. In the opinion of the Supervisory Board, a minimum of 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. Thus, more than half of the members of the Supervisory Board are to be classified as independent for the purposes of preparing this report. Prof. Dr Volker Gruhn and Dr Friedrich Wöbking are not considered to be independent of the company and its Executive Board within the meaning of the GCGC recommendations because 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 degree 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 enable shareholders to make a well-founded assessment of the company's status and potential.

Stock option programme

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 share each in the company to employees, executives and members of the Executive Board of adesso SE as well as employees and management of affiliated companies as part of a 2015 stock option plan (contingent capital 2015). The conditional capital increase shall only be carried out to the extent that subscription rights are issued from the conditional capital as part of the 2015 Stock 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 only be exercised after a period of 48 months after the respective option issue date. A prerequisite for exercising options is that the closing price of the company's shares on the Frankfurt 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 conditional capital 2015 since the beginning of 2016. No further share options can be issued from this programme after 16 December 2019. Of the options issued, 13,000 had lapsed. By resolution of the Annual General Meeting on 3 June 2020, the conditional capital 2015 was adjusted with regard to the maximum number of outstanding options to be served from this capital at that time. It was reduced from €500,000.00 to €50,000.00. From the first due date in the 2020 financial year until this report was prepared, a total of 36,500 options to purchase 36,500 shares from the 2015 conditional capital were converted. Of this, the number of converted options in 2024 amounted to 2,000.

On 3 June 2020, the Annual General Meeting authorised the Executive Board or – insofar as it concerns the members of the Executive Board – the Supervisory Board to issue up to 500,000 subscription rights for one share each in the company to employees, executives and members of the Executive Board of adesso SE as well as to employees and members of the management of affiliated companies as part of a 2020 stock option plan (conditional capital 2020). The conditional capital increase shall only be carried out to the extent that subscription rights are issued from the conditional capital under the 2020 Stock Option Plan by 15 December 2024 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 may only be exercised after a period of four years following the respective option issue date. Options may only be exercised if the closing auction price of the company's shares on the Frankfurt Stock Exchange in Xetra trading (or a functionally comparable successor system taking the place of the Xetra system) on the day before the start of the respective exercise period is at least 10% higher than the exercise price. No further share options can be issued under this programme after 16 December 2024. From the time of the first issue in the 2021 financial year until the time of this report, 310,042 options were granted from the conditional capital 2020, of which 91,364 options were in the 2024 reporting year.

On 4 June 2024, 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 of the company each to employees, managers and members of the Executive Board of adesso SE as well as to employees and members of the management of affiliated companies (conditional capital 2024). The conditional capital increase shall only be carried out to the extent that subscription rights are issued from the conditional capital under the 2024/25 stock option programme by 15 December 2029 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 may only be exercised four years after the respective option issue date. Options may only be exercised if the closing price of the company's shares in Xetra trading (or a functionally equivalent successor to the Xetra system) on the Frankfurt Stock Exchange on the day before the start of the respective exercise period is at least 10% higher than the exercise price.

The company's share capital is thus conditionally increased by up to €1,013,500.00 through the issue of up to 1,013,500 no-par bearer shares (no-par shares) (conditional capital 2015, 2020 and 2024).

Compliance

In accordance with Principle 5 of the German Corporate Governance Code, the Executive Board must ensure compliance with legal provisions and internal guidelines and work to ensure that they are observed in the company. The internal control system and risk management system also include a compliance management system that is aligned with the company's risk situation. adesso SE and its Group companies align their business and social activities in such a way that compliance with legal requirements and internal Group regulations is always ensured. To this end, adesso has implemented a compliance management system. At its core is the Code of Conduct, which applies throughout the Group. It represents a binding code of conduct for employees and management that is oriented towards standards and values and complies with the law. It covers the dimensions of principles, cooperation, integrity, compliance and protection. The Executive Board ensures 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 by means of appropriate technical, organisational and infrastructural measures. The appropriateness of the measures taken is regularly confirmed by the certification of the information security management system according to ISO 27001. A compliance officer has been installed with regard to post-admission obligations and other capital market law issues. 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 reporting. 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 last 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. The processes were confirmed to be at a high level of maturity.

Internal control system (ICS)

An internal control system (ICS) is understood to mean the principles, procedures and measures (regulations) introduced by management in the company that are geared towards 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 internal control system is necessary to ensure the functionality of all essential business processes at adesso. The overarching goal of the ICS, as an integral component of company-wide risk management, is to map all significant operational and financial risks to which the company is exposed and to reduce them to a level that adesso can bear. The ICS thus has a preventive and a revealing function and supports the optimal execution of business processes. With regard to the defined risks, comprehensive preventive and revealing controls have been implemented. These include, among other things:

• Defined responsibilities
• Defined schedules
• Separation of functions
• Four-eyes principle
• Systematic and manual coordination
• IT system security measures
• Process-integrated measures such as analyses, monitoring and plausibility checks.

Preventive controls primarily affect the operating units. These ensure compliance with external and internal requirements. To this end, projects have clear requirements, 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 are assigned to roles that match the scope of the project and ensure software quality. adesso relies in particular on a voluntary commitment to quality and therefore develops special programmes to promote this, which includes not only technical specialisation but also soft skills and certifications such as ISTQB, ITIL, PMI and Oracle Java. Lean processes and close cooperation between marketing and sales with consulting and development ensure efficient operations. adesso relies on its own process management model called Pragmatic IT Project Management (PITPM) to implement software projects, which enables ongoing monitoring and supervision. Projects are supervised by project monitoring in a project management tool. In addition to the operating units, there are functions that monitor risks and actively contribute to risk management by implementing controls that reveal risks. These include, in particular, controlling, accounting, legal and compliance, and risk management. The Executive Board is not aware of any circumstances that would suggest that the internal control and risk management systems are not adequate or effective.

The current version of the declaration on corporate governance pursuant to Section 289f and Section 315d of the German Commercial Code (HGB) can be found on the adesso website at www.adesso-group.de/corporate-governance/.The full wording of the declaration of conformity pursuant to Section 161 of the German Stock Corporation Act (AktG) can also be found here.