Declaration of Compliance

Declaration of compliance by the Management Board and the Supervisory Board of SÜSS MicroTec SE in accordance with Section 161 (1) of the German Stock Corporation Act (AktG)

The Management Board and Supervisory Board of SÜSS MicroTec SE declare in accordance with Section 161 (1) of the German Stock Corporation Act (AktG) that, since issuance of the last declaration of compliance in December 2021, SÜSS MicroTec SE has complied with all recommendations of the Government Commission on the German Corporate Governance Code in the version of December 16, 2019 (“Code 2020”), published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette on March 20, 2020, with the following exceptions:

- G. 1 (1) Code 2020:

According to recommendation G. (1) of Code 2020, the remuneration system should dictate how the target total remuneration is determined for individual Management Board members, as well as the amount that the total remuneration must not exceed (maximum remuneration). The recommendation does not specify whether the maximum remuneration should be determined individually for each Management Board member. The remuneration system adopted by the Supervisory Board for Management Board members of SÜSS MicroTec SE (“2021 remuneration system”) on February 4, 2021, which was approved by the ordinary Shareholders’ Meeting on June 16, 2021, with a majority of 59.99 percent of the votes cast, provided for the (overall) determination of the maximum remuneration for the (entire) Management Board, in addition to a limitation at the level of the individual Management Board member to 2.7 times the target total remuneration. Separate determination of the maximum remuneration for individual members of the Management Board in the form of a specific, fixed amount was not included in the 2021 remuneration system, for which reason the Management Board and the Supervisory Board declared a deviation as a precaution.

Under consideration of the critical comments of shareholders regarding the 2021 remuneration system, the Supervisory Board adopted a modified remuneration system for the members of the Management Board (“2022 remuneration system”) on March 29, 2022, which was approved by the Shareholders’ Meeting on May 31, 2022, with a majority of 98.35 percent of the votes cast. Among other things, the new 2022 remuneration system now provides for maximum remuneration in the form of a specific, fixed amount for each individual member of the Management Board.

- G. 12 Code 2020:

According to recommendation G. 12 of Code 2020, in the event of the premature termination of a Management Board contract, payment of variable remuneration components not yet paid out, which are attributable to the period until termination of the contract, is to be based on the originally agreed targets and comparison parameters and based on the due date or holding period agreed in the contract. In connection with and on the basis of the amicable cancellation of his reappointment to the Company’s Management Board, an arrangement was made as part of a termination agreement with former member of the Management Board Dr. Götz Bendele that the overall target achievement level for the 2022 fiscal year (“STI 2022”), which had not been determined at the time, amounts to 100 percent, and that half of STI 2022 will be paid out in advance in the regular payment cycle in January 2023. The second half of STI 2022 will be paid out unchanged with the regular payment cycle for the calendar month following the approval of the Company’s consolidated financial statements for fiscal year 2022 by the Supervisory Board.

The Management Board and Supervisory Board of SÜSS MicroTec SE declare in accordance with Section 161 (1) of the German Stock Corporation Act (AktG) that the Company currently complies and will comply with all recommendations of the Government Commission on the German Corporate Governance Code in the version of April 28, 2022, published by the Federal Ministry of Justice in the official section of the Federal Gazette on June 27, 2022.

Garching Germany, December 2022

Declaration of Compliance

Declaration of compliance pursuant to Section 161 of the German Stock Corporation Law (AktG) regarding the recommendations of the “German Corporate Governance Code”

The Management Board and Supervisory Board of SUSS MicroTec SE make the following declaration in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):

Since the issuance of the last declaration of compliance in December 2020 and an update to it published in June 2021, SUSS MicroTec SE has complied with all the recommendations of the German Corporate Governance Code in the version of December 16, 2019 (published in the official section of the Federal Gazette on March 20, 2020), with the exception of the recommendations in Section F.2 (Transparency and external reporting) and in Section G.I. (Remuneration of the Management Board).
In accordance with Section 161 (1) of the German Stock Corporation Law (AktG), the Management Board and the Supervisory Board declare further that SUSS MicroTec SE will comply with all recommendations of the German Corporate Governance Code in the version of December 16, 2019 (published in the official section of the Federal Gazette on March 20, 2020) with the exception of the recommendation in Section G.I. (Remuneration of the Management Board).

Justification:

Transparency and external reporting (Section F.2)

The consolidated financial statements and the Group management report shall be publicly accessible within 90 days of the end of the financial year; interim reports shall be publicly accessible within 45 days of the end of the reporting period.
SUSS MicroTec SE published the consolidated financial statements for the 2020 fiscal year on April 9, 2021. The spread of the coronavirus and the associated restrictions made it necessary to postpone publication to a point in time after the 90-day deadline.
The Management Board and the Supervisory Board of SUSS MicroTec SE plan to comply once again with the aforementioned recommendation regarding the consolidated financial statements for the 2021 fiscal year.

Remuneration of the Management Board (Section G.I.)

The new remuneration system for members of the Management Board of SÜSS MicroTec SE, which was approved by the Shareholders’ Meeting on June 16, 2021, complies fully with the recommendations of the GCGC with the exception of one deviation from the recommendation under Section G. 1 (1) of the GCGC, which is declared in advance.

According to the recommendation under Section G. 1 (1), the remuneration system should dictate how the target total remuneration is determined for each Management Board member and the amount that the total remuneration must not exceed (maximum remuneration). The new remuneration system for the members of the Management Board of SÜSS MicroTec SE provides, in addition to the (overall) determination of the maximum remuneration for the (entire) Management Board, for a limitation at the level of the individual Management Board member to 2.7 times the target total remuneration. The Management Board and Supervisory Board are of the opinion that these stipulations take sufficient account of the recommendation under Section G.1 (1) of the GCGC and that the new remuneration system for the Management Board members therefore also complies with the Code in this respect, even if the limit is not specified in the form of a concrete (and fixed) monetary amount in each case.

However, the interpretation of the aforementioned recommendation is disputed. A different view is that the maximum remuneration should be determined individually for each Management Board member. This is not included in the new remuneration system for Management Board members. The Management Board and Supervisory Board, therefore, declare a deviation in this respect as a precaution.

Garching Germany, December 2021

Declaration of Compliance

Declaration of compliance pursuant to Section 161 of the German Stock Corporation Law (AktG) regarding the recommendations of the “German Corporate Governance Code”

The Management Board and Supervisory Board of SUSS MicroTec SE make the following declaration in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):

Since the issuance of the last declaration of compliance in December 2019, SUSS MicroTec SE has complied with all the recommendations of the German Corporate Governance Code in the version of December 19, 2019 (published in the official section of the Federal Gazette on March 20, 2020), with the following exceptions, and will continue to comply with the recommendations with the following exceptions:
enumerated in that declaration.

Since the issuance of the last declaration of compliance in December 2019, SUSS MicroTec SE has complied with all the recommendations of the German Corporate Governance Code in the version of December 19, 2019 (published in the official section of the Federal Gazette on March 20, 2020), with the following exceptions, and will continue to comply with the recommendations with the following exceptions:

Transparency and external reporting (section F.2)

The consolidated financial statements and the Group management report shall be publicly accessible within 90 days of the end of the financial year; interim reports shall be publicly accessible within 45 days of the end of the reporting period.

SUSS MicroTec SE published the consolidated financial statements for the 2019 fiscal year on April 2, 2020, and expects to publish the consolidated financial statements for the 2020 fiscal year on April 9, 2021. The Company is declaring a deviation from recommendation F2, given that both publication dates are outside the time frame recommended by the GCGC. However, SUSS MicroTec SE complies with the provisions of the Deutsche Börse’s Prime Standards as well as the provisions of the German Commercial Code (Section 325 HGB) and thus considers the publication of the consolidated financial statements to be timely. The Company endeavors to also comply with the recommendations of the GCGC for the publication of consolidated financial statements beginning in the 2022 fiscal year.

Remuneration of the Management Board (Section G.I.)

Section G.I. of the German Corporate Governance Code 2020 contains new recommendations regarding the remuneration of the Management Board compared to the previous year. The current remuneration system of SUSS MicroTec SE, which was approved by the Shareholders’ Meeting on June 15, 2016, does not entirely comply with the new regulations. Therefore, the Company is declaring a deviation from point G.I. as a precaution.
In particular, the current remuneration system does not comply with the following recommendations to their full extent: G.3 (peer-group comparison of Management Board salaries), G.4 (comparison of Management Board salaries with those of the highest management level), G.8 (exclusion of a subsequent change to objectives), G.10 (share-based Management Board remuneration and lock-up period of four years), G.11 (clawback option or retention of variable remuneration by the Supervisory Board), G.14 (change-of-control clause), G.16 (deductions to remuneration for external Supervisory Board mandates).

The Supervisory Board of SUSS MicroTec SE has commissioned an external remuneration expert with the development of a new remuneration system for Management Board members. It will serve as the basis for a new remuneration system for Management Board members that will be presented for approval at the Shareholders’ Meeting in 2021 and will include in particular the modified recommendations of the German Corporate Governance Code for future Management Board contracts. A provision will safeguard existing Management Board contracts.

Garching Germany, December 2020

Supplement to the current Declaration of Compliance

Update to the declaration of compliance pursuant to Section 161 of the German Stock Corporation Law (AktG) regarding the recommendations of the “German Corporate Governance Code”

In December 2020, the Management Board and Supervisory Board of SÜSS MicroTec SE submitted the annual declaration of compliance pursuant to Section 161 of the German Stock Corporation Law (AktG) on the recommendations of the German Corporate Governance Code as amended on December 19, 2019 (published in the official section of the Federal Gazette on March 20, 2020). In this declaration, the Management Board and the Supervisory Board explained and justified individual deviations from Section G.I. of the GCGC with regard to the remuneration system of the Management Board in place at the time the declaration was submitted, among other things.

As already announced in the declaration of compliance, the Supervisory Board of SÜSS MicroTec SE decided to commission an external remuneration expert with the development of a new remuneration system for Management Board members and did so with the resolution of February 4, 2021. This new remuneration system for members of the Management Board was presented at the ordinary Shareholders’ Meeting on June 16, 2021, and approved with the necessary majority. The Supervisory Board was guided by the provisions of the GCGC when determining the remuneration system. Except as outlined in the following declaration, the remuneration system fully complies with its recommendations.

This is why an update of the declaration of compliance is required. The Management Board and Supervisory Board of SUSS MicroTec SE, therefore, declare in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):

The new remuneration system for members of the Management Board of SÜSS MicroTec SE, which was approved by the Shareholders’ Meeting on June 16, 2021, complies fully with the recommendations of the GCGC with the exception of one deviation from the recommendation under Section G. 1 (1) of the GCGC, which is declared in advance.

According to the recommendation under Section G. 1 (1), the remuneration system should dictate how the target total remuneration is determined for each Management Board member and the amount that the total remuneration must not exceed (maximum remuneration). The new remuneration system for the members of the Management Board of SÜSS MicroTec SE provides, in addition to the (overall) determination of the maximum remuneration for the (entire) Management Board, for a limitation at the level of the individual Management Board member to 2.7 times the target total remuneration. The Management Board and Supervisory Board are of the opinion that these stipulations take sufficient account of the recommendation under Section G.1 (1) of the GCGC and that the new remuneration system for the Management Board members therefore also complies with the Code in this respect, even if the limit is not specified in the form of a concrete (and fixed) monetary amount in each case.

However, the interpretation of the aforementioned recommendation is disputed. A different take is that the maximum remuneration should be determined individually for each Management Board member. This is not included in the new remuneration system for Management Board members. The Management Board and Supervisory Board, therefore, declare a deviation in this respect as a precaution.

The declaration of compliance of December 2020 continues to apply in all other respects.

Declaration of Compliance

Declaration of Compliance in Accordance with Section 161 of the German Stock Corporation Law (AktG) on the Recommendations of the Government Commission on the German Corporate Governance Code

The Management Board and Supervisory Board of SUSS MicroTec SE make the following declaration in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):

With the exception of the following declared deviations, SUSS MicroTec SE has complied and will continue to comply with the recommendations of the Government Commission on the German Corporate Governance Code in the version as of February 7, 2017. Furthermore, since the issuance of the most recent annual declaration of compliance in January 2018, SUSS MicroTec SE has complied with the recommendations of the Government Commission of the German Corporate Governance Code in the version as of February 7, 2017 with the exceptions
enumerated in that declaration.

a) Deductible for D&O Insurance

The German Corporate Governance Code recommends in Section 3.8.3 that upon concluding a directors’ and officers’ D&O liability insurance policy, a deductible for the company Supervisory Board that complies with the legal requirements for board members be agreed. SUSS MicroTec SE has had D&O insurance without any body-specific deductible for the Supervisory Board for several years. In SUSS MicroTec’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of a corresponding deductible.

b) Vertical Remuneration Comparison

In Section 4.2.2 (2) sentence 3 the German Corporate Governance code recommends taking into account in setting Management Board remuneration the ratio of Management Board remuneration to upper management remuneration as well as to that of the overall staff, including the trend over time. In the process, the Supervisory Board decides how upper management and the relevant staff are defined.

The Supervisory Board of SUSS MicroTec SE is of the opinion that determining senior management and the relevant staff, taking the trend over time into account, can lead in practice to substantial legal uncertainties. Therefore, SUSS MicroTec is declaring a deviation from the Code as a precaution to this extent. When concluding the currently valid Management Board contracts, the Supervisory Board did not distinguish between the peer groups within the meaning of section 4.2.2 (2) sentence 3 of the Code version as part of the review of adequacy and did not carry out any surveys on the temporal development of the salary structure. The Supervisory Board also does not consider such a purely formal approach necessary in order to ensure the appropriateness of the compensation for the board.

c) Pension commitments

Under Section 4.2.3 (3) the German Corporate Governance code recommends that the Supervisory Board take into account in pension commitments the respective targeted remuneration level – also according to the length of service in the Management Board – and the resultant annual and long-term expense for the Company.

The Supervisory Board of SUSS MicroTec deviates from this recommendation because no set “remuneration level” is targeted for Management Board members in retirement. Instead, the goal is remuneration in line with the market and the Company for active service. As a rule, no defined benefit commitments in which the Company provides the promised benefit are granted to members of the Management Board. To the extent that the Company makes a contribution to a pension plan and pays into a direct insurance policy (whole life insurance or retirement insurance), this is not linked to a commitment to a certain remuneration level.

d) Creation of Committees

The German Corporate Governance Code recommends in Section 5.3 the creation of professionally qualified committees, depending on the specific circumstances of the company and the number of its Supervisory Board members. As the Supervisory Board of SUSS MicroTec only consists of four members, the creation of committees, which usually must be comprised of at least three members, is not meaningful and on the whole not necessary as there is plenty of scope for intense and detailed discussions to take place within the full council of the Board.

e) Regular Limit of Length of Membership for the Members of the Supervisory Board

The German Corporate Governance Code recommends in section 5.4.1 (2) sentence 2 that the Supervisory Board shall specify a duration limit for the affiliation to the Supervisory Board. The Supervisory Board of SUSS MicroTec SE deviates from these recommendations, since the limitation of affiliation could jeopardize the leeway and the competence of the Supervisory Board. By SUSS MicroTec's opinion the independent and responsible actions of the Supervisory Board are not improved by limiting the time spent on the supervisory board. On the contrary, through the complex product and corporate structure a certain length of stay in the supervisory board is positive because of the valuable, enterprise-specific experience and knowledge collected over time, which can be used for the benefit of the company.

Garching, Germany, January 2019

For the Management Board

Dr. Franz Richter
Chief Executive Officer

Robert Leurs
Chief Financial Officer

For the Supervisory Board

Dr. Stefan Reineck
Chairman of the Supervisory Board

Declaration of Compliance with the German Corporate Governance Code

On December 10, 2019, the Management Board and Supervisory Board of SUSS MicroTec SE made the following declaration of compliance in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):

SUSS MicroTec SE will comply with the recommendations of the German Corporate Governance Code in the version from February 7, 2017, with the following enumerated exceptions and has complied with the recommendations of the German Corporate Governance Code in the version from February 7, 2017, since the issuance of the most recent annual declaration of compliance in January 2019 with the following enumerated exceptions:

Deductible for D&O Insurance

The German Corporate Governance Code recommends in Section 3.8 (3) that upon concluding a directors’ and officers’ liability insurance policy, a deductible be agreed for the Company’s Supervisory Board that complies with the legal requirements for board members. SUSS MicroTec SE has had D&O insurance without any body-specific deductible for the Supervisory Board for several years. In SUSS MicroTec’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of a corresponding deductible.

Vertical Remuneration Comparison

In Section 4.2.2 (2)(3), the German Corporate Governance Code recommends taking into account the ratio of Management Board remuneration to upper management remuneration as well as to that of the overall staff, including the trend over time, when setting Management Board remuneration. In the process, the Supervisory Board decides how upper management and the relevant staff are defined. The Supervisory Board of SUSS MicroTec SE is of the opinion that comparing the remuneration of senior management and the relevant staff, taking the trend over time into account, can lead in practice to substantial legal uncertainties. Therefore, SUSS MicroTec SE is declaring a deviation from the Code as a precaution to this extent. In concluding the currently valid Management Board contracts, the Supervisory Board did not distinguish within the framework of the audit of appropriateness between the peer groups within the meaning of Section 4.2.2 (2) (3) of the Code version and also did not collect any data regarding the development over time of the wage and salary structure. It also does not consider such a purely formal procedure to be necessary in order to ensure the appropriateness of Management Board remuneration.

Pension Commitments

Under Section 4.2.3 (3), the German Corporate Governance Code recommends that the Supervisory Board take the respective targeted remuneration level into account in pension commitments – also according to the length of service in the Management Board – and the resultant annual and long-term expense for the Company. The Supervisory Board of SUSS MicroTec deviates from this recommendation because no set “remuneration level” is targeted for Management Board members in retirement. Instead, the goal is remuneration in line with the market and the Company for active service. As a rule, no defined benefit commitments in which the Company provides the promised benefit are granted to members of the Management Board. To the extent that the Company makes a contribution to a pension plan and pays into a direct insurance policy (whole life insurance or retirement insurance), this is not linked to a commitment to a certain remuneration level.

Creation of Committees

The German Corporate Governance Code in Section 5.3 recommends the creation of professionally qualified committees, depending on the specific circumstances of the company and the number of its Supervisory Board members. As the Supervisory Board of SUSS MicroTec consists of only five members, the creation of committees, which are usually comprised of at least three members, is not necessary.

Setting a Term Limit for Membership in the Supervisory Board

According to Point 5.4.1 (2)(2) of the German Corporate Governance Code, the Supervisory Board should set a term limit for membership in the Supervisory Board. The Supervisory Board of SUSS MicroTec SE deviates from this recommendation since setting a membership term limit could jeopardize the Supervisory Board’s latitude and decisiveness. In SUSS MicroTec’s opinion, restricting how long an individual may remain in the Supervisory Board does not promote independent and responsible action by the Supervisory Board. On the contrary, given the complex product and corporate structure, a certain length of service in the Supervisory Board should be viewed positively, since over time one can gain valuable, Company-specific experience and knowledge that can benefit the Company.

Garching, December 2019

For the Management Board

Dr. Franz Richter Oliver Albrecht
CEO CFO

For the Supervisory Board

Dr. Stefan Reineck
Chairman of the Supervisory Board

Declaration of Compliance

Declaration of Compliance in Accordance with Section 161 of the German Stock Corporation Law (AktG) on the Recommendations of the Government Commission on the German Corporate Governance Code

The Management Board and Supervisory Board of SUSS MicroTec SE make the following declaration in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):

With the exception of the following declared deviations, SUSS MicroTec SE has complied and will continue to comply with the recommendations of the Government Commission on the German Corporate Governance Code in the version as of February 7, 2017. Furthermore, since the issuance of the most recent annual declaration of compliance in January 2017, SUSS MicroTec SE has complied with the recommendations of the Government Commission of the German Corporate Governance Code in the version as of February 7, 2017 with the exceptions
enumerated in that declaration.

a) Deductible for D&O Insurance

The German Corporate Governance Code recommends in Section 3.8.3 that upon concluding a directors’ and officers’ D&O liability insurance policy, a deductible for the company Supervisory Board that complies with the legal requirements for board members be agreed. SUSS MicroTec SE has had D&O insurance without any body-specific deductible for the Supervisory Board for several years. In SUSS MicroTec’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of a corresponding deductible.

b) Vertical Remuneration Comparison

In Section 4.2.2 (2) sentence 3 the German Corporate Governance code recommends taking into account in setting Management Board remuneration the ratio of Management Board remuneration to upper management remuneration as well as to that of the overall staff, including the trend over time. In the process, the Supervisory Board decides how upper management and the relevant staff are defined.

The Supervisory Board of SUSS MicroTec SE is of the opinion that determining senior management and the relevant staff, taking the trend over time into account, can lead in practice to substantial legal uncertainties. Therefore, SUSS MicroTec is declaring a deviation from the Code as a precaution to this extent. When concluding the currently valid Management Board contracts, the Supervisory Board did not distinguish between the peer groups within the meaning of section 4.2.2 (2) sentence 3 of the Code version as part of the review of adequacy and did not carry out any surveys on the temporal development of the salary structure. The Supervisory Board also does not consider such a purely formal approach necessary in order to ensure the appropriateness of the compensation for the board.

c) Pension commitments

Under Section 4.2.3 (3) the German Corporate Governance code recommends that the Supervisory Board take into account in pension commitments the respective targeted remuneration level – also according to the length of service in the Management Board – and the resultant annual and long-term expense for the Company.

The Supervisory Board of SUSS MicroTec deviates from this recommendation because no set “remuneration level” is targeted for Management Board members in retirement. Instead, the goal is remuneration in line with the market and the Company for active service. As a rule, no defined benefit commitments in which the Company provides the promised benefit are granted to members of the Management Board. To the extent that the Company makes a contribution to a pension plan and pays into a direct insurance policy (whole life insurance or retirement insurance), this is not linked to a commitment to a certain remuneration level.

d) Creation of Committees

The German Corporate Governance Code recommends in Section 5.3 the creation of professionally qualified committees, depending on the specific circumstances of the company and the number of its Supervisory Board members. As the Supervisory Board of SUSS MicroTec only consists of four members, the creation of committees, which usually must be comprised of at least three members, is not meaningful and on the whole not necessary as there is plenty of scope for intense and detailed discussions to take place within the full council of the Board.

e) Regular Limit of Length of Membership for the Members of the Supervisory Board

The German Corporate Governance Code recommends in section 5.4.1 (2) sentence 2 that the Supervisory Board shall specify a duration limit for the affiliation to the Supervisory Board. The Supervisory Board of SUSS MicroTec SE deviates from these recommendations, since the limitation of affiliation could jeopardize the leeway and the competence of the Supervisory Board. By SUSS MicroTec's opinion the independent and responsible actions of the Supervisory Board are not improved by limiting the time spent on the supervisory board. On the contrary, through the complex product and corporate structure a certain length of stay in the supervisory board is positive because of the valuable, enterprise-specific experience and knowledge collected over time, which can be used for the benefit of the company.

Garching, Germany, January 2018

For the Management Board

Dr. Franz Richter                    Robert Leurs                           Walter Braun
Chief Executive Officer           Chief Financial Officer             Chief Operating Officer

For the Supervisory Board

Dr. Stefan Reineck
Chairman of the Supervisory Board