GEA : Corporate Governance Statement

CORPORATE GOVERNANCE STATEMENT

EXCERPT FROM THE ANNUAL REPORT 2022

GEA.com

2022

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CORPORATE GOVERNANCE STATEMENT

CORPORATE GOVERNANCE

STATEMENT

In accordance with section 317 (2) sentence 6 of the Handelsgesetzbuch (HGB - German Commercial Code), the audit of the disclosures to be made in the Corporate Governance Statement in accordance with sections 289f (2) and 5, 315d of the HGB must be limited to the auditor checking whether such disclosures have been made.

Transparent, responsible corporate governance and control, geared towards sustainable value enhancement, are given high priority by GEA Group Aktiengesellschaft. In doing so, the group aligns its actions with the generally accepted principles of corporate governance while implementing the suggestions and recommen­ dations of the German Corporate Governance Code as amended on April 28, 2022 (published in the Federal Gazette on June 27, 2022) to the greatest possible extent.

Declaration of Conformity

Between the issuance of the last Declaration of Compliance on December 16, 2021, GEA Group Aktien­ gesellschaft fully complied with the recommendations of the German Corporate Governance Code as amended on April 28, 2022 ("GCGC 2022") and published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette.

Looking forward, GEA Group Aktiengesellschaft declares its intention to continue to fully comply with the recommendations of the GCGC 2022.

Düsseldorf, December 8, 2022
For the Supervisory Board	For the Executive Board
Prof. Dieter Kempf	Stefan Klebert	Marcus A. Ketter

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Code of Conduct

Compliance

GEA has begun to reorganize its codes of conduct and associated responsibilities as part of the "Mission 26" group strategy adopted in 2021 and its cross-divisional approach to sustainability. The following codes describe the system of values within which business decisions are made and the guidelines with which employees and management bodies are to align their actions.

The Code of Conduct of GEA Group Aktiengesellschaft requires that the group's business activities comply with all existing laws and high ethical standards. The Code of Conduct applies to all employees and bodies of GEA worldwide. It is supplemented by policies and guidelines on individual areas, in particular anti-corruption,anti-trust and competition law, money laundering and conflicts of interest. This Code of Conduct is supplemented by a Code of Conduct for Suppliers and Subcontractors that obliges these groups to comply with a set of key principles regarding their responsibility towards society, the environment and the individuals involved in the production of goods and/or the provision of services. In addition, the company and the European Works Council have jointly agreed to a Code of Corporate Responsibility. This code sets out the ethical, social and legal standards that are binding on all GEA employees. GEA has further obligations arising from its participation in the United Nations Global Compact.

Since 2021, the management of sustainability-relevant practices has been the responsibility of a dedicated sustainability department, which reports directly to the CEO. All activities and reporting channels that were previously allocated across different departments now converge here. The above documents are published on gea.com. Further information can be found in the non-financial (Group) statement of this Annual Report.

Compliance in terms of measures designed to ensure adherence to the law as well as internal corporate policies, and the group companies' compliance therewith, are considered to be a key management and super­ visory task at GEA. The compliance organization's group-wide activities focus on the prevention of corruption and money-laundering, conflicts of interest, antitrust law as well as data protection.

The Chief Compliance Officer coordinates and ensures the implementation of compliance measures, in particular in the aforementioned areas. In this capacity, he reports to both the Executive Board and the Audit Committee of the Supervisory Board. Moreover, the compliance organization is involved in processing all compliance incidents carrying the risk of criminal proceedings or a fine. The Chief Compliance Officer is assisted by the compliance organization and is in regular contact with the Group Audit department and other assurance functions. Central legal compliance activities are pooled and handled by the "Compliance & Principle Legal Matters" unit that is part of the group's corporate legal department. The divisions also support the compliance activities undertaken at operational level. A Compliance Executive is appointed for each division and a Compliance Manager is appointed for each operating entity. The divisions, regions, entities and central functions are also advised and supported by compliance officers. In addition, further functions for the purpose of counseling and supporting the Chief Compliance Officer are involved as required. GEA's Compliance Management System was reviewed in accordance with the IDW PS 980 auditing standard by the auditing company KPMG with regard to the effectiveness of the company's anti-corruption and anti-trust policies. The audit was successfully completed in February 2022. Detailed information on GEA's compliance organization and its functions can be found in the "Compliance" chapter of the separately published Sustainability Report at gea.com.

Alongside the compliance organization described above, GEA has a globally operational export control organization. Key export control activities are pooled in the Tax, Customs & Foreign Trade department. Furthermore, each operating entity is assigned a local Export Control Manager. The new procurement and supply chain organization and the appointment of a new Global Supply Chain Director represented major steps toward the further standardization of global supply chain processes and alignment with "Mission 26" in the year under review.

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For GEA, the topic of taxation (including tax compliance) is a key component of responsible corporate governance, through which companies contribute to the economies of the countries where they operate. GEA follows a well-defined and transparent tax strategy, with profits taxed in the countries in which they arise. As specified in the current Group Tax Directive, profits are not transferred to countries with lower tax rates or where they are not subject to taxation at all for the purposes of reducing taxation. It is not in GEA's interest to establish structures that contravene this principle. The group's management decisions are not made based on tax rates or other tax issues.

However, as a global group with revenue-generating activities in numerous countries, a number of GEA companies are located in countries or territories with lower tax rates than Germany. These companies are required to run business operations locally. None of these companies was founded to obtain tax advantages and none is used for the purposes of aggressive tax planning. GEA is a significant taxpayer and employer in the regions in which the company is active. GEA at all times operates in full compliance with local tax and customs regulations, as well as internationally applicable directives, including all DAC Directives. In this way, GEA contributes to creating and developing prosperity and income in these regions.

When setting up its Tax Compliance Management System, GEA was guided by the seven fundamental components of Assurance Standard 980 of the Institute of Public Auditors in Germany (IDW) and the related practice notes published by the IDW. The Tax Compliance Management System description for Germany prepared on this basis was audited with regard to its appropriateness, implementation and effectiveness in the subdomains of VAT and income tax, and is subject to an ongoing review and improvement process. GEA identifies tax risks uniformly across the group and integrates them into the group's risk management. The Senior Vice President Corporate Tax, Customs and Foreign Trade reports directly to the CFO, who in turn informs the Supervisory Board about tax matters.

As part of its legal obligations, GEA Group AG provides information relevant to taxation for all group companies to the German Federal Central Tax Office (Country-by-Country Report) each year. This tax information is based in part on GEA Group's consolidated financial statements that have been audited and certified by an independent auditor.

The members of the compliance organization regularly discuss the latest developments as well as potential impacts or additions to GEA's compliance program. Since December 1, 2014, GEA has been using a globally implemented Integrity System. This Integrity System allows GEA employees and independent third parties to report suspected compliance infringements or violations of GEA's Codes of Conduct - the general principles of social responsibility - via an online system. To the extent permitted by law, individuals reporting a violation may remain anonymous. This anonymity is guaranteed by the technical set-up of the Integrity System. Suspicions can also be reported anonymously by telephone via an external law firm. The compliance organization rigorously investigates all suspected cases and involves group internal audit where necessary. Moreover, mandatory face-to-face and web-based training sessions are regularly held for compliance- relevant group employees for covering current issues and regulations relative to the law, the Code of Conduct and GEA's additional compliance policies and guidelines. GEA's compliance program is rounded off by close cooperation between the compliance organization and the group's internal audit department, compliance risk audits and random sampling at the time of the annual audit, as well as on-site talks and video conferences between representatives of the compliance organization and local managers for evaluating best practices within the group. The Compliance Management System is supplemented by various IT tools, including for compliance approvals, compliance reports, compliance risk audits and third-party audits.

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Information security, Business Continuity and Crisis Management

The "Information Security" function leads organizational aspects in the areas of security, business continuity management and crisis management, with the task of developing and implementing group-wide guidelines, programs and procedures in these areas via the Information Security Management System (ISMS). Detailed explanations on these topics can be found in the separately published Sustainability Report 2022 at gea.com.

Responsible risk management

Sustainable growth can only be achieved if both the opportunities and the risks associated with corporate activities are identified and adequately taken into account. For this reason, an effective control, risk and opportunity management system represents one of the core elements of corporate governance at GEA. Further information on this topic can be found in the chapter "Report on Opportunities and Risks".

Sustainability

Sustainable corporate management has long had a firm place in the company's self-image and governance. Early on, GEA recognized how important it is to act responsibly and continuously improve on past achieve­ ments. The company seizes market opportunities but always keeps an eye on the associated social and environmental impacts.

During fiscal year 2022, GEA was again able to make a significant contribution to making products and processes more sustainable, improving employee involvement and deepening social commitment. The topic of sustainability is one of the strategic levers of the "Mission 26" strategy, which was adopted in 2021 and contains a clear roadmap up to the year 2026 and beyond. In its strategy, GEA describes the major challenges for the business and its stakeholders and translates them into specific goals. As a global leader in the industry, GEA also wants to be at the forefront of sustainability.

In line with the requirements of the CSR Directive Implementation Act (CSR-RUG), GEA has supplemented its existing financial reporting with disclosures on material non-financial aspects of its business activities in the areas of environmental, employee and social matters, respect for human rights and anti-corruption. The reporting is prepared in accordance with the GRI standards. As part of these efforts, the company will publish GEA Group's separate non-financial statement (Sustainability Report) on the website gea.com on March 7, 2023.

Accounting and audit transparency

GEA Group Aktiengesellschaft is committed to transparent reporting. The company's consolidated financial statements and the condensed half-yearly financial report are prepared in accordance with the International Financial Reporting Standards (IFRS) as applicable in the European Union. The single entity financial statements of GEA Group Aktiengesellschaft, which are legally required and determine dividend payout, are governed by the Handelsgesetzbuch (HGB - German Commercial Code). The Supervisory Board engages the external auditor elected by the shareholders at the Annual General Meeting. The Audit Committee pays particular attention to the oversight of the accounting process, the effectiveness of the internal control, risk management and internal audit systems, the audit of the annual financial statements (in this context, notably the selection and independence of the auditor and the additional services provided by the auditor, the engagement of the auditor, the determination of key audit areas as well as the audit fee), including the quality of the financial statements, as well as compliance. While also taking into account the EU audit reform, it ensures that the auditor's work is not compromised by any conflicts of interest and that the auditor immediately reports any and all findings and events relevant to the Supervisory Board's discharge of duties that have come to the attention of the auditor while performing the audit. Apart from the consolidated and annual financial statements, the Audit Committee also discusses the half-yearly financial report and quarterly statements with the Executive Board.

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