Statement on Corporate Governance pursuant to Sections 289 et seq. and 315d of the German Commercial Code (HGB)

1. Declaration of Compliance by the Management Board and Supervisory Board pursuant to Section 161 of the German Stock Corporation Act (AktG)

The Management Board and Supervisory Board of ORBIS SE hereby declare, pursuant to Section 161 of the German Stock Corporation Act, that ORBIS SE complies with the recommendations of the German Corporate Governance Code in the version dated April 28, 2022, with the exceptions listed below:

B.1 Management Board and Diversity

To date, the Supervisory Board of ORBIS SE has appointed members of the company’s Management Board exclusively on the basis of the candidates’ qualifications and regardless of their gender. This principle is to remain the guiding principle for the appointment of Management Board members in the future as well.

B.5 An age limit should be established for members of the Management Board and disclosed in the Corporate Governance Statement.

At ORBIS SE, there are no age limits for members of the Management Board. In the view of ORBIS SE, setting an age limit for members of the Management Board constitutes an inappropriate restriction on the Supervisory Board’s right to select the candidate(s) it deems most suitable as a member of the Management Board. For this reason, ORBIS SE will continue to refrain from setting an age limit for members of the Management Board, deviating from the recommendation of the German Corporate Governance Code.

C.1 Specific Goals, Competency Profile, Diversity, and Information

In its nominations to the Annual General Meeting, the Supervisory Board complies with all legal requirements regarding the personal qualifications for the eligibility of Supervisory Board members. The focus is on the professional and personal competence of the members, with particular attention to company-specific requirements, the international activities of ORBIS SE, potential conflicts of interest, and diversity. Expertise in sustainability issues is also taken into account. However, the Supervisory Board currently does not consider it necessary to specify concrete objectives or to develop a competency profile for the entire body. For this reason, no status report on implementation can be published in the Corporate Governance Statement. Due to the size of the Supervisory Board, the Board also refrains from providing information on the number of independent shareholder representatives it deems appropriate and the names of these members.

C.2 An age limit should be established for members of the Supervisory Board and disclosed in the Corporate Governance Statement.

At ORBIS SE, there are no age limits for members of the Supervisory Board. ORBIS SE considers it important to give shareholders the opportunity to elect the candidate(s) they deem most suitable as a member of the Supervisory Board. It therefore considers the restriction imposed by the Code to be inappropriate and will consequently not set an age limit for Supervisory Board members in the future either.

C.3 The duration of membership on the Supervisory Board should be disclosed

At ORBIS SE, there are no standard limits on the duration of service for members of the Supervisory Board. ORBIS SE considers it important to give shareholders the opportunity to elect the candidate(s) whom the shareholders deem most suitable as a member of the Supervisory Board. It therefore considers the restriction imposed by the Code to be inappropriate and will not, in the future, set a term limit for members of the Supervisory Board, as the company should, in principle, also have access to the expertise of experienced Supervisory Board members. A limit on the maximum term of service set from the outset does not appear appropriate.

C.7/C.8 Independence of Supervisory Board Members

At ORBIS SE, there are no standard limits on the term of office for members of the Supervisory Board. ORBIS SE considers it important to give shareholders the opportunity to elect the candidate(s) they deem most suitable as a member of the Supervisory Board. It therefore considers the restriction imposed by the Code to be inappropriate and will consequently not set a standard limit on the term of office in the future either.

C.14 Curriculum Vitae for the Proposed Candidate

The recommendation to include a resume with a candidate nomination that provides an overview of the candidate’s principal activities outside of the Supervisory Board mandate is followed; this is considered sufficient for a company of this size. For this reason, an annually updated version on the website is also deemed unnecessary.

C.15 Election of Supervisory Board Members

ORBIS SE also considers the option of conducting a block election—which is available under stock corporation law as an alternative to individual elections—to be an appropriate election procedure. Therefore, ORBIS SE intends to continue appointing the members of the Supervisory Board in a block election in the future, in compliance with the provisions of stock corporation law.

D.3 Audit Committee

Since the Supervisory Board at ORBIS SE consists of only three members and the Chairman of the Supervisory Board possesses extensive knowledge and experience in the Audit Committee’s area of responsibility, he was also appointed Chairman of the Audit Committee.

D.4. Supervisory Board Committees

At ORBIS SE, due to the size of the Supervisory Board, which has only three members (all of whom are shareholder representatives), no committees have been formed with the exception of the Audit Committee and the Strategy Committee.

F.2 Timeline for the Publication of the Consolidated Financial Statements and Interim Financial Information

The German Corporate Governance Code recommends that consolidated financial statements be made publicly available within 90 days of the end of the fiscal year and interim reports within 45 days of the end of a reporting period. ORBIS SE has always published the consolidated annual financial statements in March, i.e., within 90 days of the end of the fiscal year. To date, ORBIS SE has made the interim reports publicly available within 50 to 60 days after the end of the respective reporting period. In ORBIS SE’s view, even with this deviation from the recommended timeframe, shareholders’ interest in timely information regarding the company’s situation is ensured.

F.3 Interim Financial Information

Interim financial information beyond the half-year report is considered unnecessary, as both the annual report and the half-year report contain the relevant information at appropriate intervals.

G.11 The Supervisory Board should have the opportunity to take extraordinary developments into account within reasonable limits. In justified cases, it should be possible to withhold or reclaim variable compensation

Such measures have so far been implemented on a voluntary basis and are not specifically provided for in the existing contracts. In general, such exceptional developments are already covered by the agreed variable targets. The Supervisory Board will, however, reassess these considerations when drafting future contracts.

– November 2025 –

1a. Compensation

The current compensation system of ORBIS SE pursuant to Section 87a (1) and (2), first sentence, of the German Stock Corporation Act (AktG), as well as the compensation report for the last fiscal year and the auditor’s note pursuant to Section 162 AktG, have been made available to the public at Compensation for the Management Board & Supervisory Board of ORBIS . The resolution of the Annual General Meeting regarding the remuneration of the Supervisory Board pursuant to Section 113 of the German Stock Corporation Act (AktG) can also be found here.

2. Corporate governance practices exceeding legal requirements

ORBIS’s corporate governance takes into account the provisions of the ORBIS Code of Conduct. The ORBIS Code of Conduct is a set of binding rules that define how employees and management are expected to demonstrate values-based and legally compliant behavior in business life. The Code commits to honesty, integrity, transparency, and ethical conduct. The goal is to provide all employees with guidance on legal and ethical challenges in their daily work and to promote proper conduct. The Code of Conduct is available online at www.orbis-group.com.

3. Working Methods of the Executive Board and Supervisory Board

Cooperation between the Executive Board and the Supervisory Board. The Executive Board and the Supervisory Board work closely together for the benefit of the company and are in regular contact. At ORBIS, 4–5 regular Supervisory Board meetings are held annually. The Executive Board informs the Supervisory Board regularly, promptly, and comprehensively about strategy, business development, planning, the risk situation, risk management, compliance, and any deviations in business performance from the plan. Reports from the Executive Board are regularly submitted in writing. The Supervisory Board has specified the Executive Board’s reporting obligations beyond the statutory requirements. The work of the Executive Board and the Supervisory Board is governed by their respective rules of procedure. The Executive Board’s rules of procedure specifically regulate the areas of responsibility of the individual Executive Board members, matters reserved for the full Executive Board, and the required voting majorities. The Executive Board maintains a regular exchange of information with the Chair of the Supervisory Board.

ORBIS is committed to operating sustainably and responsibly in all areas of the company. Sustainability encompasses the entire organization and covers a wide range of topics. Further information can be found in the information published on the company website under ORBIS Sustainability Reports.

Working Methods of the Executive Board. The Executive Board meets regularly. Resolutions of the Executive Board are adopted in accordance with the law and the Rules of Procedure for the Executive Board. Each member of the Executive Board has sole authority to manage business within the scope of their assigned responsibilities. Certain matters are decided by the Executive Board as a whole. In addition, each member of the Executive Board has the option of submitting matters to the full Executive Board for a resolution. The Executive Board regularly reviews the existence of potential conflicts of interest and transactions with related parties, as defined in the 2019 version of the German Corporate Governance Code (ARUG II).

Functioning of the Supervisory Board. The Supervisory Board advises the Executive Board on the management of the company and monitors and reviews its activities. It is involved in decisions of fundamental importance to the company. The work of the Supervisory Board is governed by rules of procedure. The Supervisory Board’s rules of procedure regulate, in particular, responsibilities and decision-making. To specify the Executive Board’s reporting obligations, the Supervisory Board has established a list of transactions requiring approval, which forms part of the Executive Board’s rules of procedure. The Supervisory Board of ORBIS SE consists of 3 members. The Supervisory Board members were elected by the Annual General Meeting by a simple majority. The Supervisory Board conducted another self-assessment in the 2023 fiscal year. The Supervisory Board’s self-assessment is based on a comprehensive questionnaire as well as individual discussions with the Chairman of the Supervisory Board. The Supervisory Board regularly reviews the existence of potential conflicts of interest and transactions with related parties, as defined in the 2019 version of the ARUG II.

In the work of the Supervisory Board, modern communication media are utilized within the scope of existing legal possibilities to ensure, in the interest of the company, that the Supervisory Board can address matters promptly and, if necessary, pass resolutions.

The Chairman of the Supervisory Board coordinates the work of the Supervisory Board and chairs its meetings. In addition to his organizational duties on the Supervisory Board, he maintains regular contact with the Management Board to stay informed about the company’s strategy, business development, and risk management, and to exchange views with the Management Board. In this context, the Chairman of the Supervisory Board is informed by the Management Board of all events that are of material significance for the company’s situation, development, and management. The obligations under Section 100(5) of the German Stock Corporation Act (AktG) have been fulfilled.

Due to a statutory amendment to Section 107(4) of the German Stock Corporation Act (AktG), an audit committee appointed by the Supervisory Board is mandatory. In accordance with Section 107(4) of the German Stock Corporation Act (AktG), the Supervisory Board consists of only three members, as is the case here, so that it also constitutes the audit committee. Mr. Holzer was appointed Chairman of the Audit Committee, Mr. Gard as Vice Chairman, and Mr. Hörmann as a member. Since the Supervisory Board of ORBIS SE consists of only three members and the Chairman of the Supervisory Board possesses extensive knowledge and experience in the Audit Committee’s area of responsibility, he was also appointed Chairman of the Audit Committee.

In 2025, a Strategy Committee was also established, comprising the regular members of the Supervisory Board: Mr. Holzer, Mr. Gard, and Mr. Hörmann. During the Strategy Committee’s meetings, the further development of the company’s medium-term strategy—including specific implementation measures—was worked out in collaboration with the Executive Board of ORBIS SE.

4. Provisions pursuant to Section 76(4) and Section 111(5) of the German Stock Corporation Act (AktG).

An amendment to the German Stock Corporation Act resulted from the “Act on Equal Participation of Women and Men in Leadership Positions in the Private Sector and Public Service.” For ORBIS SE, this amendment necessitates the establishment of target figures for the proportion of women on the Supervisory Board and the Executive Board, as well as at the management level of ORBIS SE below the Executive Board.

For the Supervisory Board, the target of “33.33%” was set for the reference period ending June 30, 2027. For the Executive Board, the target of “33.33%” was also set for the reference period ending June 30, 2027. Appointments to these bodies are made exclusively on the basis of qualifications and the additional requirements specified above.

For the two management levels below the Executive Board, the following has been decided for the reference period ending June 30, 2027: A target of 25%.

In principle, ORBIS SE aims to increase the proportion of women in the company and also within the management levels. However, as is typical for the industry, it must be taken into account that the search for suitable candidates is generally very difficult. For this reason, the proportion of women at ORBIS SE as a whole and also at the management levels is unfortunately low. As previously stated, qualifications, knowledge, and professional experience are also decisive factors in filling the respective positions.

5. Description of the Diversity Concept

Against this backdrop and to fulfill the competency profile, the Supervisory Board has defined the following specific goals for its composition, tailored to the company’s situation:

• Members of the Supervisory Board must be trustworthy, possess the necessary expertise to perform the supervisory function as well as to assess and monitor the business operations of ORBIS SE, and be able to devote sufficient time to their duties as members of the Supervisory Board.
• The Supervisory Board must, as a whole, possess the knowledge, skills, and professional experience necessary for the proper performance of its duties; in particular, the Supervisory Board should also have expertise in matters related to the operation of a trading company, asset and investment management, as well as leadership experience, experience in managing and organizing companies, and experience serving on supervisory boards.
• The Supervisory Board must and will continue to take care to avoid potential conflicts of interest.
• The Supervisory Board shall not include any members who hold executive positions or perform consulting duties for significant competitors.
• The composition of the Supervisory Board takes into account the criterion of diversity, particularly with regard to age, gender, educational background, and professional background.
• As a general rule, the Supervisory Board should only include individuals who have not already served four full terms on the Supervisory Board at the time of their election.
• Supervisory Board members who have served on the Supervisory Board for more than three terms are generally still considered independent, provided there are no other factors indicating a lack of independence.

With regard to the last-mentioned objective, the Supervisory Board resolved on May 20, 2020, in light of the recommendations of the German Corporate Governance Code in the version dated December 16, 2019, that more than half of the Supervisory Board members should be independent of the company as of its publication in the Federal Gazette on March 20, 2020.

6. SSuccession Planning for the Management Board of ORBIS SE and Diversity

The Supervisory Board, together with the Executive Board, ensures long-term succession planning. In this context, the following suitability criteria are taken into account when reviewing candidates:

• Professional experience
• Professional qualifications
• Personality
• Integrity
• Leadership skills
• Knowledge of the company, experience in the industry

In addition, succession planning is guided by a diversity policy developed by the Supervisory Board. This means that, in making its selections, the Supervisory Board pays particular attention to factors such as complementary profiles, professional and life experience—including international experience—appropriate representation of both genders, and a sufficient mix of ages, thereby ensuring that the Executive Board is composed of a diverse group of individuals. In doing so, the Supervisory Board considers a composition that best complements ORBIS. Interviews are conducted with the candidates selected according to the aforementioned criteria.

The Supervisory Board decides which individual should fill a specific position on the Executive Board in the best interests of the company and after evaluating each case individually.