Rules of Procedure of the Supervisory Board
At its meeting on December 18, 2020, the Supervisory Board of Softing AG adopted its Rules of Procedure as follows:
- General provisions
- The Supervisory Board shall conduct its business in accordance with the law, the Articles of Incorporation and these Rules of Procedure. All of its members have the same rights and duties and are not bound by instructions.
- It performs its duties in particular by working closely with the Executive Board for the benefit of the Company in a relationship based on mutual trust.
- Electing the Chairman
- At its first meeting held after its election by the General Shareholders’ Meeting, the Supervisory Board shall elect a Chairman and one or more Deputy Chairmen from among its members. The election shall be for the term of office of the elected individuals or for a shorter period determined by the Supervisory Board. If there are several Deputy Chairmen, the order determined at the time of their election shall apply. The Deputy Chairman has the rights and duties of the Chairman if the Chairman is unable to discharge the duties of that office. The meeting as described in sentence 1 shall be chaired by the most senior member present by age.
- If the Chairman or one of the Deputy Chairmen leave the Supervisory Board prematurely, the Supervisory Board shall immediately hold a new election for the departed member's remaining term of office.
- Convening meetings
- Meetings of the Supervisory Board are convened as required. Meetings must be held at least once per calendar quarter.
- The meetings of the Supervisory Board shall be convened in writing by the Chairman of the Supervisory Board with fourteen days’ notice. This notice period shall not include the day on which the notice of meeting is sent out and the day of the meeting itself. In urgent situations, the Chairman may reasonably reduce the notice period and convene the meeting verbally, by telephone, or via other written means of electronic communication (e.g. e-mail).
- The agenda shall be communicated when the meeting is convened. If the agenda has not been properly announced, resolutions on the agenda may only be passed if no Supervisory Board member objects. In such case, absent Supervisory Board members are to be given the opportunity within a reasonable cut-off period set by the Chairman to either object to the vote on the resolution or to cast their vote in text form, verbally, by telephone, or by other customary means of telecommunication, in particular by e-mail or video link. The resolution shall only become effective after the absent Supervisory Board members failed to object within the cut-off period, or after they consented.
- Items specified by the members of the Supervisory Board to the Chairman of the Supervisory Board no later than seven days before the meeting shall be included on the agenda.
- The members of the Supervisory Board shall choose cost-effective means of transport to attend meetings. When traveling by train they may choose First Class, when traveling by plane Economy Class.
- Chairing meetings
- Meetings of the Supervisory Board shall be chaired by the Chairman or, if he is unable discharge his duties, by the Deputy Chairman.
- The Chairman of the meeting shall determine the order in which the items on the agenda are dealt with and the method of voting. He may postpone the discussion of individual agenda items until the next meeting.
- The Chairman of the meeting shall ensure that the meeting is conducted in an orderly manner.
- The members of the Executive Board participate in Supervisory Board meetings unless the Supervisory Board Chairman decides otherwise.
- The Chairman of the meeting may appoint an individual who is not a member of the Supervisory Board to take the minutes if that individual is obliged to maintain confidentiality. He may call in experts and individuals who provide information for deliberations regarding individual agenda items.
- The Chairman of the meeting determines the meeting’s working language. He shall call in a simultaneous interpreter if at least one member of the Supervisory Board does not speak the working language.
- Adopting resolutions
- The Supervisory Board shall generally adopt its resolutions during in-person meetings. Outside of in-person meetings, resolutions may be adopted in writing, by telex or by telephone, or by electronic media at the direction of the Chairman if no member of the Supervisory Board objects to this procedure within a reasonable period of time determined by the Chairman. Written minutes of such resolutions shall be prepared without delay and forwarded to all members. The following provisions shall also apply to votes held outside meetings.
- Whether or not the Supervisory Board has a quorum shall be determined in accordance with section 108 (2) of the German Stock Corporation Act (AktG). A member shall be deemed to have participated in the vote even if that member abstained. Absent Supervisory Board members may participate in votes by having Supervisory Board members present at the meeting submit their votes in writing. Absent Supervisory Board members may also cast their votes during the meeting verbally, by telephone, telegraph, telex, in text form or by other customary means of telecommunication (e-mail, etc.).
- Unless otherwise required by law, resolutions of the Supervisory Board shall be adopted by a simple majority of the votes cast. Abstentions are not considered votes cast. Elections shall be decided by proportional majority. In case of a tie, the Chairman’s vote shall decide the matter. This shall also apply to elections.
- The Chairman represents the interests of the Supervisory Board externally. The Chairman of the Supervisory Board has the authority to submit on behalf of the Supervisory Board any such declarations of intent as are required for the implementation of the resolutions adopted by the Supervisory Board.
- Minutes shall be taken of the meetings of the Supervisory Board, in particular of the deliberations and resolutions, and shall be signed by the Chairman of the meeting or, if votes are held outside meetings, by the person chairing the vote. The same applies to resolutions adopted by video link.
- Duty to maintain confidentiality / duty to provide information/ duty to return information
- The members of the Supervisory Board shall maintain confidentiality vis-à-vis third parties regarding the facts to which have become privy in the course of their work as members of the Supervisory Board and the disclosure of which could impair the interests of the Company or a company affiliated with it, including but not limited to confidential reports received and confidential consultations. This obligation shall survive the end of their term of office. The duty to maintain confidentiality applies in particular to the votes cast, the course of the debate, the opinions expressed and the personal statements made by individual Supervisory Board members.
- If a member of the Supervisory Board intends to disclose to third parties information the disclosure of which is not obviously permissible, the Chairman of the Supervisory Board must be informed in advance. If the Chairman of the Supervisory Board intends to disclose such information, the Deputy Chairman shall be informed accordingly. If the latter does not agree to the disclosure, he shall inform the other members of the Supervisory Board thereof and obtain an immediate statement from the Supervisory Board. Until such statement has been made, the Supervisory Board member concerned shall maintain secrecy with regard to the facts of which he has become privy through his office.
- Reports by the Executive Board to the Supervisory Board in text form, audit reports by the auditors, dependent company reports and any special reports shall be made available to the members of the Supervisory Board, unless the Supervisory Board decides otherwise in individual cases. The Chairman of the Supervisory Board and his deputy shall inform the other members of the Supervisory Board without delay of all reports made by the Executive Board, if these have not been made by the Executive Board to all members of the Supervisory Board.
- Upon leaving office, the members of the Supervisory Board are obliged to return to the Company without delay all documents such as writings, correspondence, records and the like which the members of the Supervisory Board obtained in the course of their Supervisory Board work, or to confirm in writing that they have been destroyed, unless the nature of the documents absolutely requires them to be returned (e.g. because they are unique / originals) or another member of the Supervisory Board requests them. This obligation also extends to duplicates and photocopies. The members of the Supervisory Board shall have no right to retain such documents.
Haar, Germany, December 18, 2020
The Executive Board of Softing AG