Declaration of conformity

2021 DECLERATION OF CONFORMITY with the recommendations of the German Corporate Governance Code

The management board and the supervisory board of Salzgitter AG declare in accordance with section 161 of the German Stock Corporation Act (AktG):

In 2021, Salzgitter AG conformed – and currently continues to conform – to all of the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice and for Consumer Protection in the official section of the electronic Federal Gazette, with the exception of the recommendation B.3 stipulating that a management board member should be initially appointed for a maximum period of three years, recommendation G.10 sentence 1 stipulating that variable remuneration amounts should mainly be invested in shares of the company or granted based on shares, as well as G.13 stipulating that, if management board activity is prematurely terminated, payments to the management board member should not exceed the amount of two years’ remuneration.
 
In the case of a successor joining the management board in 2021, the member was initially appointed for three years and four and a half months to allow for a time lag between the time when the appointment of the new management board member elapses and the time when the appointments of other management board members elapse.
 
36 % of the variable remuneration amounts granted to management board members are based on shares. The supervisory board considers this proportion appropriate.
 
In accordance with their current employment contracts and under certain conditions, management board members are entitled to a settlement of up to a maximum of three years’ remuneration if they leave the company’s service prematurely due to a change of control. This arrangement corresponded to the recommendations of the Code valid up until March 2020, but does not accord with the new version of the Code drawn up in 2020. Owing to the current employment contracts, the new version cannot or, as the case may be, will not, in the interest of equal treatment of the management board members, be accommodated.
 
Salzgitter, December 16, 2021