Corporate Governance

JENOPTIK AG welcomes the German Corporate Governance Code, which is in the economic interests of Germany and of the companies, and which will contribute towards increasing the trust of investors in the German economy in Germany and abroad. JENOPTIK AG is aware of the significance of investor trust and has maintained an open and transparent corporate style from the very beginning.

Corporate Governance

Declaration of conformity by the Executive Board and the Supervisory Board of JENOPTIK AG as of December 2021

According to § 161, Para. 1, Sent. 1 of the German Stock Corporation Act the Executive Board and the Supervisory Board of a listed company are required to issue an annual declaration that the recommendations of the “Governmental Commission on the German Corporate Governance Code” as published by the Federal Ministry of Justice in the official section of the Federal Gazette have been and are complied with or to indicate which recommendations have not been or are not applied and why not.

The Executive Board and Supervisory Board of JENOPTIK AG support the recommendations of the "Governmental Commission on the German Corporate Governance Code".

Please note: On March 24, 2021 the Supervisory Board agreed on an adjusted remuneration system for the members of the Executive Board which takes into account both the requirements of ARUG II and the recommendations of the German Corporate Governance Code.

Corporate Governance Statement

The Corporate Governance Statement in accordance with §§ 289 f, 315 d of the German Commercial Code is an unaudited part of the Combined Management Report. It contains the Declaration of Conformity in accordance with § 161 of the German Stock Corporation Act (AktG), information on methods of corporate governance, a description of the procedures of the Executive Board and Supervisory Board, the structure and working methods of the committees of the Supervisory Board, the specification of the target figures for the proportion of women in the company as well as a description of the diversity concept followed for composition of the Executive and Supervisory Boards.

Directors’ Dealings

Date	Name	Position	Purchase/Sale	Number	Price/Currency	Business Volume	Financial instrument	ISIN
11.08.2022	Dr. Stefan Traeger	President & CEO	Purchase	n/a	24.41367 euros	366,205.05 euros	Share	DE000A2NB601
15.06.2016	Mag. Brigitte Ederer	Supervisory Board	Purchase	1,000	14.255 euros	14,255.05 euros	Share	DE0006229107
08.07.2014	Rudolf Humer	Supervisory Board	Purchase	10,000	11.46 euros	114,600.00 euros	Share	DE0006229107
24.06.2014	Mag. Brigitte Ederer	Supervisory Board	Purchase	1,900	11.98 euros	22,762,00 euros	Share	DE0006229107
16.10.2013	Mag. Brigitte Ederer	Supervisory Board	Purchase	4,160	11.99 euros	49,878.40 euros	Share	DE0006229107
19.07.2012	Mag. Brigitte Ederer	Supervisory Board	Purchase	3,940	5.00 euros	19,700.00 euros	Share	DE0006229107

JENOPTIK AG
Carl-Zeiß-Straße 1
07743 Jena

Executive Board

Dr. Stefan Traeger – President & CEO of JENOPTIK AG

Dr. Stefan Traeger has been the Chairman of the Executive Board of JENOPTIK AG since May 1, 2017. He is responsible for the divisions (operational business) and the regions as well as for the areas of Corporate Development (Strategy, Mergers & Acquisitions, Innovation), Corporate Communication, Investor Relations, Legal, Compliance & Risk, ESG (Environment, Social, Governance) & CSR (Corporate Social Responsibility) and, as Human Resources Director, for HR. More

Hans-Dieter Schumacher – Chief Financial Officer of JENOPTIK AG

Hans-Dieter Schumacher has been Chief Financial Officer (CFO) of JENOPTIK AG since April 1, 2015. He is responsible for the areas of Finance & Controlling (Corporate & Divisional), General Procurement, Treasury, Tax, IT & Data Security as well as Corporate Real Estate Management and Internal Audit. More

Supervisory Board

(as at June 2022)

Matthias Wierlacher, Chairman of the Supervisory Board
Chairman of the Executive Board of Thüringer Aufbaubank

Stefan Schaumburg, Deputy Chairman of the Supervisory Board*
Head of the Functional Department and Secretary of the Management Board of the IG Metall Union, Frankfurt

Evert Dudok
Executive Vice President Connected Intelligence at Airbus, Munich

Elke Eckstein
CEO Enics AG, Zurich, Switzerland

André Hillner*
Production Engineering Expert, Jena

Prof. Dr. Dr. h.c. Ursula Keller
Professor at the federal technical university of Zurich („ETH Zurich“), department physics, Uitikon, Switzerland

Dörthe Knips*
Chairwoman of the Works Council of the Advanced Photonic Solutions Division Jena and Mühlhausen and Chairwoman of the Groups Works Council of the JENOPTIK AG, Jena, Germany

Alexander Münkwitz*
Chairman of the Works Council of JENOPTIK AG, Jena, Germany

Doreen Nowotne
Independent management consultant, Hamburg, Germany

Thomas Spitzenpfeil
Managing director / CFO at Schenck Process Holding GmbH, Ludwigsburg,Germany

Christina Süßenbach*
Director Operations Polymer Optics, Auma-Weidetal, Germany

Franziska Wolf*
Second Representative of the IG Metall branch Jena-Saalfeld, Jena, Germany

* employee representative

Remuneration

The remuneration as well as the remuneration system for the members of the Supervisory Board of JENOPTIK AG, on which the remuneration is based, was confirmed by the Annual General Meeting on June 9, 2021 with a majority of 99.58 percent.

An update on the remuneration system as approved by the 2022 AGM will be provided shortly.

The current remuneration system for the members of the Executive Board of JENOPTIK AG was approved by the Annual General Meeting on June 9, 2021 with a majority of 75.96 percent.

Code of Conduct

The Code of Conduct is a binding guideline for law-abiding and responsible conduct within the Jenoptik-Group.

In order to ensure a high level of integrity as well as of ethical and legal standards within the Group and to maintain Jenoptik's reputation at all times, the Code of Conduct summarizes principles of behavior we have always taken for granted. It contains minimum standards that are binding upon all Jenoptik employees in the world.