EUROKAI GmbH : Management Statement 2023,

Corporate Governance Statement

CORPORATE GOVERNANCE STATEMENT

CORPORATE GOVERNANCE STATEMENT

The following joint Corporate Governance Statement made by the Personally Liable General Partner and the Supervisory Board of EUROKAI GmbH & Co. KGaA (in the following "EUROKAI") pursuant to Sections 289f and 315d of the German Commercial Code (HGB) is the central element of corporate governance reporting in accordance with Principle 23 of the German Corporate Governance Code in the current version of 28 April 2022 published by the German Federal Ministry of Justice in the official section of the Federal Gazette on 27 June 2022 (in the following "Code"). It also includes the Declaration of Compliance pursuant to Section 161 of the German Stock Corporation Act (AktG) and is made publicly accessible on the EUROKAI website at www.eu- rokai.com/Investor-Relations/Corporate-Governance. The declarations of compliance and the corporate governance statements from previous years are also available there.

As a company listed on the German stock exchange and having its head office in Germany, the general corporate governance framework for EUROKAI is governed by the applicable laws, the Articles of Association and the Code. In the management and supervision of the com- pany, the Personally Liable General Partner and the Supervisory Board not only take the enterprise's best interests into account, but also and in particular factors relating to social responsibility as well as sustain- ability. Apart from justified exceptions, EUROKAI complies with the recommendations of the German Corporate Governance Code.

EUROKAI is a partnership limited by shares and as such is an independent legal entity pursuant to Section 278 (1) of the German Stock Corporation Act (AktG), in which at least one partner is generally liable with the entirety of its assets vis-à-vis the company's creditors (Person- ally Liable General Partner) and the other partners have a stake in the authorised capital, which is divided into shares, without being personally liable for the company's liabilities (limited partners).

While the personally liable managing partner of a KGaA (partnership limited by shares) can in many respects be compared to the management board of a stock corporation and Section 283 AktG therefore rules that a number of provisions governing the management board of a stock corporation shall apply mutatis mutandis to the personally liable general partner of a KGaA, there is, however, one significant difference. The personally liable general partner of a KGaA - contrary to the management board of an AG pursuant to Section 84 AktG - is not appointed and dismissed by its supervisory board; rather, it is a shareholder. Thus the supervisory board of a KGaA does not have the power to make personnel appointments or dismissals.

Furthermore, special provisions apply if the personally liable general partner is not a natural person but an enterprise, such as in the case of EUROKAI a private limited company (GmbH). In this case, the internal regulations of the GmbH apply with respect to the appointment and

dismissal of the managing directors of the GmbH and to the terms of their employment contracts.

Personally Liable General Partner of EUROKAI is Kurt F.W.A. Eckel- mann GmbH, Hamburg. Its Managing Directors are appointed and dismissed by its Administrative Board. The latter also concludes the senior executive agreements with the Managing Directors. Currently appointed as Managing Directors are Mr Thomas H. Eckelmann (Chair- man) and Mr Tom H. Eckelmann. Until her passing on 6 March 2024, Ms Cecilia Eckelmann-Battistello was also a Managing Director of Kurt F.W.A. Eckelmann GmbH.

Furthermore, the duty of the supervisory boards of listed companies to set target quotas for the proportion of women on their executive board, as required under Section 111 (5) AktG therefore cannot apply to the appointment of the Management Board of Kurt F.W.A. Eckelmann GmbH, because this responsibility does not lie with the Supervisory Board. If, regarding the composition of the governing body entitled to represent the company - pertaining here to Kurt F.W.A. Eckelmann GmbH - Section 289f (2) no. 6 HGB requires a description of the pursued diversity concept, this is not possible for the same reasons; this is a decision taken not by the Supervisory Board of EUROKAI, but autonomously by the Administrative Board of Kurt F.W.A. Eckelmann GmbH. For the same reasons, long-term succession planning as recommended in B.2 of the Code cannot be carried out by the Supervisory Board, nor can the other recommendations set out in Section B of the Code regarding Appointments to the Management Board.

EUROKAI has no employees of its own. Accordingly, the obligation to define target values for the percentage of women at the top tiers of management is also not applicable at the EUROKAI level. Tasks not related to the management structure of EUROKAI, such as finances, management accounting and financial accounting/reporting are handled within the scope of a service agreement by EUROGATE GmbH & Co. KGaA, KG, Bremen (in the following "EUROGATE"), see below.

EUROKAI is a financial holding company. Its principal ownership interests are the 66.6% holding in Contship Italia S.p.A., Melzo/Milan, Italy, as well as the 50% interest in EUROGATE, the holding company of the EUROGATE Group, in which BLG Logistics Group AG & Co. KG, Bremen, a company owned by the Free Hanseatic City of Bremen (municipality), also holds 50%. The EUROGATE Group, in turn, has a 33.4% stake in Contship Italia S.p.A. Thus in substance EUROKAI holds a total 83.3% interest in the CONTSHIP Italia Group. Until her passing on 6 March 2024, Ms Cecilia Eckelmann-Battistello was Chair of Contship Italia S.p.A. Until 30 June 2023, Mr Thomas H. Eckelmann was a member of the Group Management Board of EUROGATE and its co-Chairman. This function was assumed by his son, Tom H. Eckelmann, with effect from 1 July 2023. Both gentlemen are members of the Board of Directors of Contship Italia S.p.A.

ANNUAL REPORT 2023

SHAREHOLDERS AND GENERAL MEETING

The shareholders of EUROKAI exercise their rights at the General Meet- ing. The ordinary General Meeting held once a year decides on all matters determined by law and the Articles of Association. Contrary to a stock corporation, in which pursuant to Section 172 German Stock Corporation Act (AktG) the supervisory board is generally responsible for adopting the annual financial statements (for exceptions see Section 173 AktG), in a KGaA, pursuant to Section 286 (1) AktG, the General Meeting resolves upon the adoption of the annual financial state- ments. This ruling requires the consent of the Personally Liable General Partner. Under the provisions of Section 285 (2) AktG, resolutions of the General Meeting also require the consent of the Personally Liable General Partner.

A nominal value of EUR 1.00 for each voting share entitles its holder to one vote.

All shareholders who have registered in due time and who duly prove their entitlement to participate in the General Meeting are entitled to participate in the General Meeting, irrespective of whether this is held in person or virtually. Shareholders entitled to vote may exercise their voting rights in person at the General Meeting or assign their voting rights by proxy to a chosen representative (for example a bank, a share- holders' association or a proxy appointed by the company acting on their instructions) to vote on their behalf. Voting instructions may be given to the respective proxy before and during the General Meeting up until the end of the general debate. Following the years 2020 to 2022, when the General Meeting was held as a virtual General Meeting due to the special circumstances surrounding the COVID-19 pandemic and on the basis of the legal framework created specifically for this purpose, in the past financial year 2023 it was once again held as an in-person event. By resolution of the General Meeting held on 7 June 2023, which amended the Articles of Association to include Section 14 no. 9, the Personally Liable General Partner is authorised, with the approval of the Supervisory Board, to make arrangements for the General Meeting to be held without the physical presence of its shareholders or their authorised representatives at the venue of the General Meeting in compliance with the applicable statutory provisions, i.e. as a virtual event, within a period of three years after registration of the amendment to the Articles of Association.

The convening of the General Meeting, as well as the reports and information required for the passing of resolutions and any shareholder countermotions or candidate nominations that the company is obliged to make accessible are published in compliance with the requirements under stock corporation law and made available on the EU- ROKAI website at www.eurokai.com/Investor-Relations/General- Meeting. Shareholders can also find further documents and reports for their information on the company website (www.eurokai.com) in the course of the year.

PERSONALLY LIABLE GENERAL PARTNER

Procedures and composition of the Management Board of the Personally Liable General Partner

From 1 July 2023 until 6 March 2024, the Management Board of the Personally Liable General Partner was composed of three Managing Directors, Ms Cecilia Eckelmann-Battistello, Mr Thomas H. Eckelmann and his son Tom H. Eckelmann. With the passing of Ms Cecilia Eckel- mann-Battistello on 6 March 2024, the Management Board now has two Managing Directors. Mr Thomas H. Eckelmann is Chairman of the Management Board. Under the rules of procedure for the Management Board, he is responsible for coordinating the activities of the Management Board, representing the company in the public domain, conducting business dealings with the Administrative Board constituted in this company and with the shareholders. Notwithstanding the fact that the Managing Directors are jointly responsible for the management, they carry out independently the duties assigned to them in the schedule of responsibilities. As successor to Mr Thomas H. Eckelmann with effect from 1 July 2023, Mr Tom H. Eckelmann is specifically responsible for EUROGATE, of which he is Chairman of the Group Management Board, and Ms Cecilia Eckelmann-Battistello was specifically responsible for the CONTSHIP Italia Group, of which she was Chair. Under the rules of procedure, the authorisation to independently conduct the tasks assigned to them reaches its limits where, for example, both areas of responsibility or transactions of material importance are affected, or in the case of measures requiring the consent of the Administrative Board. These and other cases set forth in the rules of procedure require a joint resolution to be adopted by all Managing Directors. Under the provisions set out in the rules of procedure, the Managing Directors reach their decisions in meetings that - based on the needs of this pure financial holding company - are held regularly at least twice per month and additionally on a case-by-case basis as required. These are chaired by the Chairman of the Management Board. Use is made of the possibilities to adopt resolutions outside meetings in written or electronic form. Should the Managing Directors not be able to come to an agreement, the Chairman of the Administrative Board shall be responsible for arbitration.

REMUNERATION OF THE PERSONALLY LIABLE GENERAL PART- NER, REMUNERATION REPORT

The Remuneration Report on the compensation of the Managing Directors of the Personally Liable General Partner, including the opinion of the independent auditor are available at www.eurokai.com/Inves- tor-Relations/Corporate-Governance. Section 87a AktG provides that the supervisory board shall determine a system for the remuneration of the members of the management board. With reference to this, Section 120a AktG stipulates that the general meeting shall resolve on the approval of this remuneration system. Due to the fact that the Managing Directors of the Personally Liable General Partner of EUROKAI receive no remuneration either from EUROKAI itself or from Kurt F.W.A. Eckelmann GmbH, no remuneration system has been determined for

CORPORATE GOVERNANCE STATEMENT

EUROKAI. Therefore, the General Meeting is not required to pass a resolution on this matter. It can therefore be left open to interpretation whether the regulations relating to the remuneration system for the management board of an AG pursuant to Sections 87a, 120a (1-3) AktG indeed apply to enterprises such as EUROKAI with the legal form of a GmbH & Co. KGaA. While the legal literature affirms that this is sometimes the case, the prevailing view is that they do not.

SUPERVISORY BOARD

Composition, objectives, diversity concept and profile of skills and expertise

The members of the Supervisory Board are elected by the sharehold- ers. Until the registration of the amendment to Section 11 of the Articles of Association resolved at the General Meeting on 7 June 2023, the Supervisory Board of EUROKAI consisted of six members. To take account of the increased demands on the members of the Supervisory Board in terms of time, responsibility and expertise, the General Meeting on 7 June 2023 resolved to expand the Supervisory Board by two new members. It was also agreed to determine the terms of office of the members to be elected to the Supervisory Board flexibly up to the statutory maximum term of five years in practice. In compliance with the recommendations of the German Corporate Governance Code, Supervisory Board members are elected individually.

Giving consideration to the fact that EUROKAI is a pure financial holding company whose investment holdings operate nationally and internationally almost exclusively in the field of port handling, as well as indirectly in related upstream and downstream areas of activity in the transport sector, the Supervisory Board has specified concrete objectives regarding its composition. These objectives are intended on the one hand to ensure that the Supervisory Board of EUROKAI GmbH & Co KGaA in its entirety is familiar with the sector in which the company operates within the meaning of Section 100 (5) of the German Stock Corporation Act (AktG), and at the same time they define a profile of skills and expertise that its members as a group should possess in accordance with Recommendation C.1 of the Code and describe the diversity concept pursued within the meaning of Section 289f (2) no. 6 of the German Commercial Code (HGB). These objectives do not, how- ever, constitute binding requirements to be heeded by shareholders eligible to elect members, who remain completely free in making their decisions. Rather, election nominations made by the Supervisory Board to the General Meeting should take these objectives into account as a basis for implementation by corresponding resolution of the General Meeting. The current composition of the Supervisory Board can be found at www.eurokai.com/The-Company/Supervisory-board.

The diversity concept aims to comply with the recommendation of the Code under Principle 11, namely that the composition of the Supervisory Board has to ensure "that its members collectively possess the

knowledge, skills and professional expertise required to properly perform their duties; furthermore, the legal gender quota must be consid- ered".

The Supervisory Board has specified the following concrete objectives:

1. The most important prerequisites for appointments to seats on the Supervisory Board, irrespective of the gender of the respec- tive person concerned, are professional qualifications and per- sonal independence and expertise as well as discretion, integrity and sufficient time available to discharge their duties. When pro- posing Supervisory Board candidates for election, irrespective of their gender, the Supervisory Board will always give top priority to these prerequisites, which are essential for fulfilling its legal duties.
2. Overall, the Supervisory Board's objective is to be able to opti- mally meet its oversight and advisory duties by having a diversity of members. Diversity covers many aspects, which may be weighted differently from time to time. This may, for example, be the case if the profile of EUROKAI, the CONTSHIP Italia and/or the EUROGATE Group or that of the respective markets changes, making it necessary to evaluate these aspects at regular inter- vals. Obviously, not all Supervisory Board members need to sat- isfy all of these aspects; however, the board as a whole should do so as far as possible. Given the specific circumstances of EU- ROKAI, these aspects shall reflect in particular internationality, knowledge of the respective product and geographical markets, basic financial expertise (particularly in the areas of financial ac- counting/reporting and auditing as well as relating to sustaina- bility reporting), expertise concerning the sustainability issues relevant to EUROKAI and regarding the transformation process, knowledge in the field of law and digitalisation, capability to un- derstand and critically scrutinise business decisions and practi- cal experience in commercial law. To ensure the composition of the Supervisory Board fulfils the overall profile of required skills and expertise, consideration shall be given generally to age, gen- der, general educational and professional background, leader- ship experience as well as the ability to work in a team, integrity, professionalism and motivation. It goes without saying that each Supervisory Board member must ensure that they have sufficient time available to discharge their duties. Lastly, care shall be taken to ensure that there are no potential conflicts of interest and that the Supervisory Board includes an appropriate number of independent members within the meaning of C II of the Code. In the following, a number of concrete objectives are identified.
3. At least two members of the Supervisory Board shall have inter- national business experience; they do not necessarily have to be foreigners themselves and do not necessarily need to have acquired the relevant experience abroad.
4. At least one Supervisory Board member shall have experience and expertise in the business segments that are significant for the company.

ANNUAL REPORT 2023

1. The Supervisory Board shall have at least one member with ex- pertise in the field of financial accounting and reporting and one member with expertise in the field of auditing, also includ- ing sustainability reporting and its audit. This shall also apply to the Audit Committee with the proviso that its chair shall also have appropriate expertise in one of the two areas mentioned in accordance with recommendation D.3 of the Code.
2. The Supervisory Board shall include at least one legal expert with experience in commercial law gained through practice.
3. The members as a group shall be familiar with the business sector in which the company operates.
4. As long as EUROKAI by virtue of its shareholder structure - as is currently the case - can be considered to be a family-owned company, the Supervisory Board shall have at least (i) one fam- ily member and (ii) one member who has experience in manag- ing a medium-sized or large family-owned company. The family member shall, if possible, be a member of the Audit Commit- tee.
5. The Supervisory Board shall include what it considers an ade- quate number of independent members, as defined by C II of the Code. This recommendation further implies that any other activities and functions exercised by the members of the Super- visory Board shall be such that they are not likely to cause a substantial - and not merely temporary - conflict of interest. Given that by virtue of its shareholder structure the enterprise can currently be considered to be a family-owned company, the Supervisory Board considers it desirable that at least two of its members are independent, whereby these members shall be independent from both EUROKAI and the family.
6. Supervisory Board members shall not be members of governing bodies of, or exercise advisory functions at, significant competi- tors of the enterprise.
7. The Supervisory Board shall include at least one member with appropriate expertise in the field of digitalisation/IT.
8. The Supervisory Board shall have at least one member with ex- pertise in the field of portfolio management and at least one other member with experience in the fields of capital market law and corporate governance.
9. At least one Supervisory Board member shall have expertise in the sustainability issues that are significant for EUROKAI.
10. The Supervisory Board considers it generally desirable to inte- grate women into the work of the company, as is currently and has for many years been the case regarding the work of the Management Board of the Personally Liable General Partner, and consequently also into the tasks of the Supervisory Board. The Supervisory Board has determined a target of having at least two women on the Board.
11. As a general rule, only persons who are not older than 75 years of age should be proposed for election as members of the Su- pervisory Board. Exceptions are permitted in isolated cases, in the knowledge that age in itself is not a criterion for qualifica-

tions and expertise and that the many years of experience accumulated by members of the Supervisory Board constitute a valuable asset to the company.

16. The Supervisory Board reviews these objectives on a regular basis. It publishes its objectives and the status of their imple- mentation annually in the Corporate Governance Statement.

The Supervisory Board is of the opinion that all of the above objectives were satisfied in the 2023 financial year.

The following details the extent to which the individual objectives have been achieved:

• No. 3 (international business experience and no. 4 (experience in the business fields that are significant for the company) apply in full at least to Dr Winfried Steeger, Dr Klaus-Peter Röhler, and Messrs Jochen Döhle, Kristian Ludwig and Max Warburg; with respect to international business experience to Prof. Dr Kerstin Lopatta and Mr Christian Kleinfeldt and with respect to experi- ence and expertise in the business segments that are significant for EUROKAI to Ms Katja Both.
• No. 5 (expertise in financial accounting/reporting and auditing): Prof. Dr Kerstin Lopatta and Dr Klaus-Peter Röhler, Mr Christian Kleinfeldt and Mr Kristian Ludwig are experts in the fields of both accounting and auditing. They acquired their expertise through many years of professional experience. The curriculum vitae of these Supervisory Board members including more details of their respective expertise in these fields are published on the EU- ROKAI website at www.eurokai.com/The-Company/Supervi-sory-Board. Prof. Dr Kerstin Lopatta and Messrs Christian Klein- feldt and Kristian Ludwig are also members of the Audit Commit- tee and thus meet the requirements of Section 107 (4) AktG, which states that the Audit Committee should also include one member who has expertise in the field of financial accounting and one member who has expertise in the field of auditing, while D.3 of the Code additionally stipulates that the Chair of the Audit Committee shall be one of the financial experts. As Chair of the Audit Committee, Mr Christian Kleinfeldt fulfils these require- ments.
• No. 6 (legal expert with experience in commercial law): Dr Win- fried Steeger and Dr Klaus-Peter Röhler are both legal experts with experience in commercial law. Prof. Dr Kerstin Lopatta and Messrs Christian Kleinfeldt, Kristian Ludwig and Max Warburg also have experience in commercial law.
• No. 7 (familiarity with the business sector in which the company operates) is met.
• No. 8 (family member and experience in managing a family- owned company): Ms Katja Both is the daughter of the Chairman of the Management Board of the Personally Liable General Part- ner, Mr Thomas H. Eckelmann, and additionally a co-partner in the Eckelmann family holding company, which indirectly holds a majority interest in EUROKAI. She has been a member of the Supervisory Board since 10 June 2015 and a member of the Audit

CORPORATE GOVERNANCE STATEMENT

Committee since 4 April 2018. Prof. Dr Kerstin Lopatta and Mr Jochen Döhle, Mr Christian Kleinfeldt, Mr Kristian Ludwig, Dr Winfried Steeger and Mr Max Warburg have extensive experience regarding the exigencies of running a family-owned com- pany. Moreover, Dr Winfried Steeger and Mr Christian Kleinfeldt have many years of experience in the operational management of family-owned companies.

• No. 9 (independence): Prof. Dr Kerstin Lopatta, Dr Klaus-Peter Röhler and Mssrs Christian Kleinfeldt and Kristian Ludwig are in- dependent by their own assessment and that of the Supervisory Board, as are Dr Winfried Steeger, Jochen Döhle and Max War- burg, who although members of the Supervisory Board for longer than 12 years are nevertheless to be regarded as com- pletely independent. This is borne out by the discussions at the meetings and telephone/video conferences of the Supervisory Board, in which these gentlemen have repeatedly demonstrated their independence through objective criticism and questions.
• No. 10 (not members of governing bodies of, or exercise advisory functions at, significant competitors of the enterprise) is met.
• No. 11 (digitalisation/IT): Ms Katja Both, Prof. Dr Kerstin Lopatta and Dr Klaus-Peter Röhler have relevant knowledge.
• No. 12 (portfolio management, capital market law and corporate governance): Prof. Dr Kerstin Lopatta, Dr Winfried Steeger, Dr Klaus-Peter Röhler, Mr Christian Kleinfeldt, and Mr Kristian Lud- wig at least have expertise in the field of portfolio management, while Prof. Dr Kerstin Lopatta, Dr Winfried Steeger, Dr Klaus-Pe- ter Röhler, Mr Kristian Ludwig and Mr Max Warburg cover the fields of capital market law and corporate governance.
• No. 13 (sustainability issues): Prof. Dr Kerstin Lopatta is an inter- nationally recognised expert in this field. Dr Winfried Steeger and Christian Kleinfeldt have recently focused intensively on sustainability issues.
• No. 14 (two women on the Supervisory Board) is met.
• The age limit defined in no. 15 was not exceeded by any member of the Supervisory Board.

Former Managing Directors of the Personally Liable General Partner of EUROKAI whose appointed term ended less than two years ago are not represented on the Supervisory Board.

The objectives defined by the Supervisory Board for its composition are also published on the website at www.eurokai.com/Investor-Rela-tions/Corporate-Governance, as amended.

ANNUAL REPORT 2023

The areas of expertise of the individual members of the Supervisory Board are also detailed below in the form of a qualification matrix:

Membership	Member since
	Elected until
Diversity	Year of birth
	Gender
	Nationality
Personal suitabi- Personally independent
lity
	Independent from both EUROKAI and
	of the family (no conflicts of interest)
	No overboarding
	Is not a member of governing bodies
	of, or does not exercise advisory func-
	tions at, significant competitors of the
	enterprise
	Family member (to the extent that EU-
	ROKAI can be considered a family-
	owned enterprise)
Professional	Experience and expertise in the busi-
suitability	ness segments that are significant for
	EUROKAI

Familiarity with the business sector in which the company operates

International business experience

Experience in managing a medium- sized or large family-owned company

Experience in commercial law

Experience in the sustainability issues relevant for EUROKAI

Expertise in the field of financial accounting

Expertise in the field of auditing of financial statements

Expertise in the field of portfolio man- agement, M & A

Experience in the fields of capital market law and corporate governance

Expertise in the field of digitalisa- tion/IT

Dr.	Dr. Klaus-		Katja Both		Jochen	Christian	Prof. Dr.		Kristian		Max M.
Winfried	Peter				Döhle	Kleinfeldt	Kerstin		Ludwig		Warburg
Steeger	Röhler							Lopatta
2011	2019	2015	1999	2021	2023	2023	2000
2024	2027	2025	2027	2024	2027	2027	2024
1949	1964	1985	1955	1967	1969	1961	1948
m	m		w		m	m	w		m		m
German	German		German		German	German	German		German		German

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CORPORATE GOVERNANCE STATEMENT

Committees of the Supervisory Board - composition and working procedures

The Supervisory Board of EUROKAI has set up an Audit Committee, which is composed of members of the Supervisory Board. To reflect the significantly wider scope of tasks and responsibilities as well as the recent appointment of two new members with in-depth expert knowledge to the Supervisory Board, the Audit Committee was expanded from three to five members in September 2023. Where appro- priate, the Audit Committee prepares resolutions that are deliberated at the meetings of the Supervisory Board and supplements the work of the Supervisory Board. Further details regarding the activities and working procedures of the Audit Committee can be found in the Report of the Supervisory Board.

Under the rules of procedure, the Chair of the Supervisory Board, Dr Winfried Steeger, is an "automatic" member of the Audit Committee; however, in line with the recommendation under No. D.3 of the German Corporate Governance Code, he does not chair the Audit Commit- tee. The Chair of the Audit Committee since 2021, Mr Christian Klein- feldt, is independent and has gained extensive professional expertise and experience in the application of accounting principles, internal control procedures and the audit of financial statements, as well as sustainability reporting and its audit. The other members of the Audit Committee are Ms Katja Both, Prof. Dr Kerstin Lopatta and Mr Kristian Ludwig.

The Audit Committee usually convenes twice a year.

In as far as the law and the Articles of Association permit, the Supervisory Board may form additional advisory and decision-making committees as and where necessary. This was not the case in the reporting year. In particular, the Supervisory Board did not form a Human Resources Committee since, due to its function as a pure holding com- pany, EUROKAI has no employees of its own and the appointment and dismissal of the Managing Directors of the Personally Liable General Partner are the responsibility of its Administrative Board. The formation of a Nomination Committee which names suitable candidates for the election of Supervisory Board members as provided for under No. D.4 of the Code was also dispensed with, as the Personally Liable General Partner and the Supervisory Board are of the opinion that such a nomination committee is not required since the Supervisory Board is composed of only eight shareholder representatives and is therefore in a position to directly and efficiently make election recommendations to the General Meeting.

Working procedures of the Supervisory Board

The working procedures of the Supervisory Board, which since mid- 2023 has consisted of eight members, are based on the Supervisory Board's rules of procedure. These can be found on the EUROKAI web- site at www.eurokai.com/The-Company/Supervisory-Board under the menu point Downloads. The Supervisory Board usually convenes four

ordinary meetings during the year, the dates of which are determined annually in advance. These meetings are regularly also attended by the Management Board of the Personally Liable General Partner; however, where required or in cases where the auditor is called in as an expert (Section 109 (1) sentence 3 AktG), the Management Board does not participate in these meetings, unless the Supervisory Board deems the participation of the Management Board to be necessary. The same shall apply to meetings of the Audit Committee. In addition, the Supervisory Board where necessary adopts resolutions outside meetings using modern means of communication, so that resolutions in written or electronic form are sufficient. The Supervisory Board has a Chairman, currently Dr Winfried Steeger, who convenes the meetings, chairs meetings and is responsible for adoption of the resolutions passed. As provided for by law, resolutions require a simple majority and may only be passed on items of the agenda announced beforehand in due form in the invitation, unless all members of the Supervisory Board consent to the passing of a resolution. The work of the Supervisory Board in the meetings is intensive and is characterised by the specialist expertise of its members.

The Chairman of the Supervisory Board maintains regular contact with the Management Board in order to be informed on an ongoing basis about the course of business. The Supervisory Board is also kept regularly informed by the Management Board about the development of the company through legally stipulated reports and special reports, as and when required.

As a rule, the Supervisory Board conducts an efficiency audit of its own work and that of its Audit Committee every two years. The next review is planned for autumn 2024.

Remuneration of the Supervisory Board

The presently valid remuneration of the Supervisory Board is specified in Section 13 (1) of the Articles of Association. The General Meeting confirmed the remuneration system for the members of the Supervisory Board by resolution of 9 June 2021. The remuneration of the Supervisory Board was newly resolved at the General Meeting on 7 June 2023. The Remuneration Report, including the independent auditor's report, the description of the remuneration system for the Supervisory Board as well as the corresponding remuneration resolution for the members of the Supervisory Board are publicly available at www.eu- rokai.com/Investor-Relations/Corporate-Governance.

Cooperation between Personally Liable General Partner and Supervisory Board

The Personally Liable General Partner and the Supervisory Board of EUROKAI give high priority to responsible and transparent management committed to corporate responsibility and geared towards long- term success, taking into account social responsibility and sustainability factors, as well as to the appropriate management of risks. The Personally Liable General Partner informs the Supervisory Board in a

ANNUAL REPORT 2023

regular, timely and comprehensive manner on all matters relevant to the parent and the Group as well as the entities and joint ventures included in the consolidated financial statements, relating to the corporate strategy, business policy, corporate planning (in particular finan- cial, investment and personnel planning including liquidity and refi- nancing planning). It also reports on the development of business, especially the shipment handling and revenue trend, the position of the company, the cash flows and financial performance, as well as profit- ability. Other important information includes any deviations - stating reasons - from projections, risk exposure, especially transactions having a possible material impact on the company's profitability or liquid- ity, as well as risk management, the internal control system and auditing practices, including compliance. Furthermore, the Management Board reports on the environmental, social and organisational aspects of corporate governance (ESG) in accordance with the requirements of sustainability reporting under the CSRD (Corporate Sustainability Reporting Directive) and ensures compliance with statutory provi- sions, in particular the measures stipulated in Section 91 (2) and (3) of the German Stock Corporation Act (AktG), and uses its influence to ensure they are complied with across the Group companies.

The Supervisory Board advises and oversees the Personally Liable General Partner in the running of the company. In the case of exceptional business transactions, the Personally Liable General Partner must obtain the prior approval of the Supervisory Board pursuant to Section 7 of the Articles of Association. Furthermore, it must prepare and present a budgeted income statement as well as an annual investment and financial plan for approval by the Supervisory Board and report on their implementation on a quarterly basis. The Supervisory Board reviews and approves the single-entity financial statements and the management report of the company as well as the consolidated financial statements and Group management commentary, the report on relations with affiliated companies, the non-financial statement and consolidated non-financial statement, and the management's proposal on the appropriation of net retained profit. The Supervisory Board, together with the Management Board of the Personally Liable General Partner, is responsible for the preparation of the Remuneration Report.

The Chairman of the Supervisory Board coordinates work performed by the Board, chairs its meetings and represents the Board's interests vis-à-vis third parties. Between meetings, he regularly consults with the Management Board of the Personally Liable General Partner.

The Supervisory Board has more precisely defined the reporting and information requirements of the Personally Liable General Partner and made them available on the website at www.eurokai.com/Investor-Re-lations/Corporate-Governance.

Directors' dealings

Pursuant to Article 19 of the Market Abuse Regulation (EU) No. 596/2014 in conjunction with the general ruling of the German Federal

Financial Services Supervisory Authority (BaFin) of 24 October 2019, the members of the Management Board of the Personally Liable General Partner and of the Supervisory Board, as well as parties closely related to them, are obliged to disclose proprietary trades with shares of EUROKAI where their value reaches or exceeds the sum of EUR 20,000 in the respective calendar year. The transactions reported to EU- ROKAI were duly disclosed and are accessible on the website at www.eurokai.com/Investor-Relations/Corporate-Governance.

INFORMATION ON CORPORATE GOVERNANCE PRACTICES

Corporate principles

Excellent service and quality, coupled with values such as a high level of trust and reliability on the part of customers, business partners and shareholders, characterise the companies in the EUROKAI Group. CONTSHIP Italia has adopted a code of conduct and a code of ethics that pursue the same objectives and have been published on the web- site of the CONTSHIP Italia Group at www.contshipitalia.com/down- load-area/cs-code-conduct-compliance. EUROGATE has implemented a code of conduct for all employees, management staff and the Management Board in this regard, which defines the principles and rules of conduct towards business partners, competitors and authorities. This contains guidelines for avoiding conflicts of interest and protecting corporate values aimed on the one hand at establishing and making transparent the values that the company stands for while providing recommended best practices, and on the other hand at securing the company's long-term economic success and maintaining its strong reputation on the market. In addition, the Management Board has also issued a policy statement in respect of its human rights and environmental due diligence obligations, which foresees a regular review of these standards and guidelines. Both are available on the EUROGATE website at www1.eurogate.de/en/about-us/#compliance.

Transparency

EUROKAI informs the general public in a regular and timely manner on the economic position of the EUROKAI Group. The Annual Report and the half-yearly financial report are published within the statutory periods (www.eurokai.com/Investor-Relations/Financial-Reports). First- and third-quarterly interim statements are also published on a voluntary basis. Newsworthy events and new developments are reported in press releases and, where necessary, ad-hoc announcements, which are subsequently published on the EUROKAI website (www.eu- rokai.com/Investor-Relations under ad-hoc-announcement and further -publications). The legally stipulated reports, documents and information required for the General Meeting are available on the website together with the agenda of the General Meeting and any countermo- tions or nominations on the part of the shareholders that the company is obliged to make accessible to the public.

The planned dates for the main recurring events and publications - such as General Meeting, Annual Report, half-yearly financial report

CORPORATE GOVERNANCE STATEMENT

and interim statements - are listed in a financial calendar which is published sufficiently in advance and made permanently available on the EUROKAI website (www.eurokai.com/Investor-Relations/Financial- calendar).

Risk management

EUROKAI regards the responsible management of business risks as an important principle of good and sustainable corporate governance. Early identification of risks and minimisation of risk positions form an integral part of this. EUROKAI employs an internal control and risk management system, including the compliance management system (further details below) and an internal auditing system, which identify, assess and control risks. Continuous adaptation of the systems - in particular of the manuals pertaining to the early risk identification system of the CONTSHIP Italia and the EUROGATE Group - to changed general conditions, as well as monitoring their effectiveness, is a permanent task for the Personally Liable General Partner and the Supervisory Board, with the support of the auditor.

The Personally Liable General Partner informs the Supervisory Board regularly and promptly of existing risks and their development.

For further details, we refer to the Report on expected developments, opportunities and risks in the Group management commentary and to the Report on post-balance sheet date events.

Compliance-Management-System

Within EUROKAI, the umbrella term "compliance" relates to the adherence to legal standards and internal guidelines and working towards their observance in the EUROKAI Group companies.

This goal is pursued through the establishment, coordination and ongoing development of a Group-wide compliance management system designed as far as possible to prevent compliance violations and avoid damage to EUROKAI's good reputation, liability claims or other legal prejudice to the EUROKAI Group, its employees and governing bodies.

A further objective and at the same time a central task of the compliance management system is to identify and continuously assess significant compliance risks, while implementing appropriate measures and processes to minimise such risks.

Moreover, the compliance management system seeks to raise awareness amongst the employees of the EUROKAI Group of the need to observe the relevant legal regulations and internal guidelines which apply to their field of work and thus create awareness amongst the work- force of possible compliance risks and strategies for managing such risks.

For the EUROKAI Group entities, the following applies:

Since EUROKAI is a pure financial holding company with, in terms of personnel, currently only two Managing Directors of the Personally Liable General Partner and one authorised representative, it has not been deemed necessary to set up a specific compliance management system at EUROKAI, taking into account the specific systems in place at the CONTSHIP Italia Group and the EUROGATE Group.

The CONTSHIP Italia Group established a code of conduct in 2012, which was further developed as part of a Group-wide revision of the regulatory system in 2021, and states that all activities of the CONTSHIP Italia Group shall be in compliance with the legislative framework, the principles of fair competition, honesty, integrity, fair- ness, good faith, and respect the legitimate interests of its customers, staff, shareholders, business and financial partners. Principles are also established in particular in respect of compliance-relevant issues such as conflicts of interest, money laundering and the giving or accepting of undue advantage. The code of ethics and code of conduct have been published on the website of the CONTSHIP Italia Group at www.contshipitalia.com/download-area/cs-code-conduct-compli- ance. Internal company policies define additional principles for dealing with compliance issues. The CONTSHIP Italia Group has implemented an anonymous whistleblower system, which is supervised by an external ombudsman. No cases of corruption were reported through the whistleblower system in 2023.

Responsibility for compliance with compliance-relevant issues rests with the Management Board of Contship Italia S.p.A., the holding company of the CONTSHIP Italia Group, and the management boards of the respective entities within the CONTSHIP Italia Group. Internal audits support the identification of potential improvements with regard to compliance with the Group's guidelines. Should the audit findings identify significant discrepancies, the respective company draws up an action plan to address them. The compliance supervisory bodies are responsible for monitoring compliance with the guidelines.

The compliance management system for the EUROGATE Group companies is laid down in a compliance policy, which is permanently available to employees of the EUROGATE Group for download on the intra- net. EUROGATE has also implemented an anti-corruption policy and a code of conduct and supplemented these in December 2022 with rules of procedure in accordance with the German Supply Chain Due Diligence Act (Lieferkettensorgfaltspflichtengesetz). These describe the system for reporting grievances along the supply chain. In addition, the Group Management Board has also issued a policy statement in respect of its human rights and environmental due diligence obligations. These documents are accessible on the intranet as well as on the EU- ROGATE website at www1.eurogate.de/en/About-us/#Compliance. They also contain the contact details of the compliance officer and the external ombudsman to whom employees and third parties can turn, anonymously if they so wish (whistleblower hotline). The compliance policy describes in detail the relevant duties and responsibilities within

ANNUAL REPORT 2023