Corporate Governance.

Corporate Governance Statement according to § 289f German Commercial Code (HGB).

This statement contains the joint report of the Executive and Supervisory Boards on the state of corporate governance at Bechtle AG in accordance with Principle 23 of the German Corporate Governance Code (DCGK or Code) in conjunction with Sections 289f and 315d of the German Commercial Code (HGB). The following information refers to the recommendations of the German Corporate Governance Code in its version of 28 April 2022 as published in the Federal Gazette on 27 June 2022.

Against the backdrop of our principle of decentralised community, which is innate to Bechtle’s business model, a great deal of entrepreneurial responsibility is placed on the managing directors of the operating subsidiaries, as well as each individual employee. All the same, it is the Executive Board of Bechtle AG that steers the organisation as a whole. In particular, the Executive Board coordinates with the Supervisory Board to develop and implement the group’s overall strategy for the medium and long term.

To ensure the sustained success of Bechtle AG, diversity is key and goes well beyond a general CSR agenda. Embedding diversity in Bechtle’s own teams elevates the working atmosphere, spurs productivity, and ultimately enhances employee satisfaction. Not least, non-discriminatory recruiting across all talent is the only way to get organisations anywhere near filling the extensive need for qualified professionals. Bechtle AG’s Executive Board remains committed to diversity as an important success factor, encouraging a high number of women in leadership positions. To this end, the Executive Board places high value on in-house training opportunities, mentoring programmes, as well as flexible working hours and job sharing models to attract and prepare female professionals for managerial roles. A scholarship programme run by the Bechtle Foundation is designed to deliver a lasting increase in the share of women in management. In addition, our DE&I Strategy (Diversity, Equity & Inclusion), published in January 2025, is aligned with the seven dimensions of the Charta der Vielfalt. Its purpose is to ensure that diversity is not treated as an abstract principle, but embedded deliberately in our processes, structures and everyday practice. Initial short-term measures in the defined focus dimensions have already been implemented.

In its resolution of 17 January 2020, the Executive Board set targets for the proportion of women at the two management levels under the Executive Board, to be achieved by 31 January 2025. The first management level under the Executive Board comprises group-wide Vice and Executive Vice Presidents. As of 31 December 2025, two positions (11.76 per cent) at this level were held by women; the set target was two positions or a proportion of 22 per cent held by women. This objective was thus met.

The second management level under the Executive Board comprises the managing directors and direct reports to members of the Executive Board with the proportion of women standing at 13.01 per cent or 16 positions as of 31 December 2025. The Executive Board has set a target of 25 per cent, or 31 positions, also to be achieved by 31 January 2025. While this objective was not met, the proportion of women has increased since 2020 (then 8.7 per cent). However, given the persistent imbalance of genders that exists in the IT industry, and the prevailing high proportion of men, we unfortunately fell short of our target, even despite a great number of activities and group-wide initiatives launched to that end. Indeed, several of these initiatives are expected to yield positive results over the long term, and we remain committed to further narrowing the gender gap.

With its resolution of 27 January 2025, the Executive Board has set out new target quotas to be achieved by 31 January 2030. For the first management level under the Executive Board, this foresees four positions to be filled by women, or a proportion of 25 per cent. For the second management level under the Executive Board, the target is 26 women, or 20 per cent. Considering the long-term measures initiated in 2024, the Executive Board is confident that these objectives will be achieved by 2030. At the same time, the Executive Board is aware that the long-term nature of the activities will make it difficult to yield short-term results.

The Executive Board of Bechtle AG requires the organisation and all employees to abide by the law. To underscore the importance of doing so, Bechtle published a Code of Conduct as early as 2010, which is binding for all employees and serves as a guideline to help individuals avoid breaches and respond appropriately to compliance-related events. In 2024, the Code of Conduct was extensively revised. In addition, Bechtle maintains a Compliance Board composed of the Executive Board and a permanent representative of Bechtle’s Legal department. Bechtle has installed dedicated reporting channels for whistleblowers, allowing both Bechtle employees and external parties to confidentially report violations or suspicious activity to the Compliance Board via a telephone hotline or to a special e-mail account. These channels are also open to third parties, and further information on the reporting mechanism along with contact details for whistleblowers can be found on the company website. The Compliance Board reviews and evaluates leads and violations and initiates appropriate measures. Additionally, the Compliance Board advises decision makers on resolving compliance-relevant situations. It continually reviews reported incidents and uses insights gained through this practice to further develop and substantiate policies.

Bechtle AG’s Executive Board has been concerned with the topic of sustainability for years. This led to the Sustainability Strategy, which was published in 2021 and outlines four areas of action alongside concrete objectives that the company aims to achieve by 2030. In 2022, Bechtle also released the complementary Climate Protection Strategy 2030, which was revised in 2024 following our commitment to the Science Based Targets initiative (SBTi), Bechtle had already secured SBTi validation for its near and mid-term climate targets in mid-2025. By 2030, the company aims to reduce absolute greenhouse gas emissions across Scope 1 and 2 by 54.4%, and cut Scope 3 emissions from purchased goods and services (3.1) and the use of sold products (3.11) by 55% per €1,000 of value creation. The baseline year for all targets is 2019.  This roadmap follows the SBTi reduction targets. In 2023, Bechtle signed the SBTi commitment letter to uphold the 1.5°C Paris Agreement goal, The Executive Board is aware of the risks and opportunities that social and environmental factors pose to the company. Consequently, the evaluation and monitoring of sustainability risks plays a decisive role in Bechtle AG’s risk management.

The Supervisory Board offers advice to the Executive Board at all times, and is further involved in all major business decisions. Critical business transactions are subject to the approval of the Supervisory Board. Pursuant to Suggestion A.6 DCGK, the Chair of the Supervisory Board is available to discuss Supervisory Board-related issues with investors. In the reporting year, no direct discussions took place between the Chair of the Supervisory Board and capital market participants. Nevertheless, the Chair remains generally available to engage in dialogue on Supervisory Board matters. For information on the cooperative activities of the Executive and Supervisory Boards, see "D. Supervisory Board Procedures".

The Annual General Meeting is one of the key decision-making authorities in every German stock corporation, or Aktiengesellschaft (AG). Apart from the rights due to the AGM by virtue of law, Bechtle is always eager to engage directly with its shareholders. In 2023, Bechtle AG returned to holding its Annual General Meeting in person at its traditional venue, the Harmonie congress centre in Heilbronn, where it has been held for decades. Shareholders can also sign up to follow a complete live stream of the AGM and cast their votes through our AGM online portal. In 2025, three people who attended the event in person made use of their right to submit questions and all questions were fully answered by members of the Executive and Supervisory Boards.

Bechtle AG organises the AGM agenda with efficiency and a reasonable time frame in mind, guided by Suggestion A.7 DCGK, which recommends the AGM last no longer than four to six hours. In recent years, all AGMs of Bechtle AG remained within this limit.

The Executive Board of Bechtle AG comprised four members in 2025. Bechtle currently meets the target for the proportion of women on the Executive Board as set out in the DCGK.

Dr Thomas Olemotz is responsible for the following areas: Finance, Taxes and Insurance, Financial Statement Review and Finalisation, Human Resources and People Development, Investor Relations, Group Controlling, Risk Management, Real Estate and Mobility, Mergers and Acquisitions, Corporate Development, Legal and Compliance, Corporate Communications and Brand Management, CISO, as well as Bechtle Stiftung gGmbH

Antje Leminsky is responsible for Logistics, Supply Chain and Partner Management, Financial Services and Sustainability Management.

As of 1 January 2025, the areas of responsibility assigned to Konstantin Ebert and Michael Guschlbauer were reorganised to consolidate all sales channels within clearly defined country markets. The new allocation of responsibilities is as follows:

• Konstantin Ebert: Multichannel responsibility for Belgium, the Czech Republic, France, Hungary, Ireland, Italy, the Netherlands, Poland, Portugal, Spain, Switzerland, the United Kingdom, as well as international business.
• Michael Guschlbauer: Multichannel responsibility for Germany, Austria, and all specialist entities of the Bechtle Group, the Public Sector Division, Central Product Management, as well as Quality & Environmental Management.

Christian Jehle joined the company on 1 January 2026 as Chief Financial Officer (CFO), initially assuming responsibility for the Finance, Group Controlling and Risk Management functions. Further areas of responsibility will be assigned over the course of the year.

The Supervisory Board has also resolved to appoint the current Executive Board member Konstantin Ebert as the designated successor to Dr Thomas Olemotz as CEO. He is scheduled to assume the role on 1 January 2027.

The Supervisory Board of Bechtle AG also resolved to reduce the size of the Executive Board to three members as of 1 January 2027, returning to a structure that served the IT company well from 2009 until January 2024. Following this decision, the Supervisory Board and Antje Leminsky have mutually agreed not to extend her Executive Board appointment, which runs until 31 December 2026.

The Supervisory Board intends to continue to coordinate with the Executive Board to ensure a long-term succession plan is in place. As a rule, the Supervisory Board strives to recruit new members of the Executive Board from within the Bechtle Group. At present, the Supervisory Board sees no need to initiate any concrete succession planning.

The retirement age for members of the Executive Board equates to the retirement age under statutory pension insurance (B.5 DCGK).

In accordance with the German Co-determination Act (MitbestG), shareholders and employees have equal representation on the Supervisory Board. Bechtle AG is required by law to ensure a gender quota of at least 30 per cent on the Supervisory Board. With six women sitting on the board, the overall proportion is 37.5 per cent—25 per cent of shareholder representatives and 50 per cent of employee representatives.

Under consideration of Recommendation C.1, first half of Sentence 1 DCGK, the Supervisory Board has set out objectives regarding its composition in writing, with diversity and independence two of the most important criteria for a suitable configuration, which is, in turn, essential for good cooperation within the Supervisory Board. Therefore, on 15 December 2020, the Supervisory Board resolved to take the criterion of diversity into consideration with regard to future appointments (C.1 Sentence 2 DCGK). In addition, the shareholder representatives on the Supervisory Board determined the number of independent shareholder representatives they consider to be appropriate (C.6 Sentence 1 DCGK).

The composition objectives foresee at least two appointees to meet the criterion of an international background in particular, while at least four shareholder representatives are to meet the criterion of independence. At the present time, all shareholder representatives fulfil this criterion. Although Supervisory Board members Klaus Winkler, Kurt Dobitsch and Prof. Dr Thomas Hess have each served for more than 12 years, the shareholder representatives believe that a long office term per se cannot establish a major conflict of interest that is not merely of a temporary nature. Other circumstances would be required to substantiate such a conflict of interest; however, these do not exist in the respective cases of Klaus Winkler, Kurt Dobitsch and Prof. Dr Thomas Hess. Incidentally, a long office term is consistent with Bechtle’s deeply rooted values of dependability and continuity. In addition, Klaus Winkler was not on the Bechtle AG Supervisory Board between October 2013 and May 2018. This should be considered a cooling-off period, during which Klaus Winkler could sufficiently distance himself from the company and its developments (C.8 DCGK). The Supervisory Board’s rules of procedure, as well as its composition objectives, provide for an age limit of 70 for appointments to the board (C.2 DCGK). Bechtle AG discloses the terms of membership on the Supervisory Board here, Appendix D to the Notes.

Pursuant to Recommendation C.1, second half of Sentence 1 DCGK, the Supervisory Board has developed and adopted a skills and expertise profile that applies to the entire board. In summary, each member of the Supervisory Board must, among other things, have the skills and expertise needed to duly perform his or her duties according to the law and the Articles of Association. Furthermore, the members of the Supervisory Board must, in their entirety, be familiar with the industry in which the company operates. Also, each member of the Supervisory Board must have sufficient time at his or her disposal to exercise the mandate.

In addition, at least one member of the Supervisory Board must have expertise in the field of accounting and at least one other member must have expertise in the field of auditing. Among shareholder representatives, six members have expertise in the field of auditing and five members have expertise in the field of accounting. In the following, and by way of example, we provide more detailed information on the expertise of Auditing Committee members Sandra Stegmann and Klaus Winkler. After completing her Master of Business Administration (MBA), Sandra Stegmann worked as a management consultant and in various management positions in international companies, including a ten-year tenure at SAP that culminated in her role as Vice President, SAP Portfolio. In these positions, she was regularly entrusted with accounting and auditing matters, informing her expertise in this area. Sandra Stegmann has been a member of the Supervisory Board of Bechtle AG since 2016. Bechtle has been publishing a Sustainability Report since 2015 and has complied with its obligation to publish a non-financial statement since 2017, which until 2023 was reviewed exclusively by the Supervisory Board. As a result, Sandra Stegmann also has expertise in the field of sustainability reporting.

Klaus Winkler completed a vocational traineeship in banking and subsequently studied business administration. He worked in various banks, was managing director of an investment company for twelve years and most recently held the position of commercial managing director for 19 years, with 15 years coinciding with his role as chair of the management board of a medium-sized company. He therefore has expertise in the areas of accounting and auditing, including sustainability reporting.

With respect to skills and expertise, each member should have a general understanding of Bechtle’s business activities, in particular the market environment, the individual business areas, customer needs, the regions in which the company is active and the company’s strategic orientation. In addition, at least one member must have expertise in the field of accounting and at least one other member must have expertise in the fields of auditing, business administration, corporate governance as well as compliance and HR. The Supervisory Board further must have expertise on sustainability issues relevant to the company, in particular regarding environmental and social responsibility. Recommendation C.1 Sentence 3 DCGK has therefore been complied with. All members should further be competent to assess and evaluate the integrity, efficiency and suitability of relevant business decisions, as well as the annual financial statements.

Based on the objectives for its composition, the Supervisory Board of Bechtle AG has created the following matrix of qualifications:

The matrix represents the self-assessments of the respective Supervisory Board members. A “✓”  indicates that the member has at least good knowledge and experience in the field that allows them to understand the circumstances relevant to their work on the Supervisory Board.

* The member left on 31 December 2025.                                                                                                                                                                             

** The member joined on 16 January 2026.

Presently, the composition objectives determined by the Supervisory Board and the requirements under the competency profile are met. Going forward, nominations proposed to the AGM will take these objectives into account, and the board will further endeavour to nominate individuals who meet the competency profile.

Pursuant to Recommendation D.1 DCGK, the Supervisory Board’s rules of procedure, which were originally published in 2021, are available on the company website. This latest revision was adopted by the Supervisory Board on 13 March 2024 (an update will follow).

The Supervisory Board offers advice to the Executive Board at all times, and is further involved in all major business decisions. Conversely, the Executive Board regularly briefs the Supervisory Board in a timely and comprehensive manner on all matters relevant to the company, in particular relating to its strategy, planning, business development, risk situation, risk management and compliance (Principle 16 DCGK). The information and reporting obligations are specified in detail in the rules of procedure of the Executive Board. The Executive Board informs the Supervisory Board without delay about any extraordinary events that are of importance to the assessment of the corporate situation and development, or the company’s governance. The members of the Supervisory Board, and in particular its Chair, continuously seek to obtain information on the company’s situation and any relevant business transactions, also outside of regular Supervisory Board meetings. Thus, the Supervisory Board has a sufficient knowledge base to guide and supervise operations with valuable suggestions and recommendations at all times. As a matter of principle, the Executive Board coordinates with the Chair of the Supervisory Board to share documents with all members of the Supervisory Board in good time ahead of Supervisory Board meetings, in order to enable them to duly prepare for these meetings. Critical business transactions are subject to the approval of the Supervisory Board.

To fulfil its duties, the Supervisory Board has formed four dedicated committees: the Audit Committee, the Personnel Committee, the Nomination Committee, and the Arbitration Committee (D.2 Sentence 1 DCGK). Details on the number of meetings held by the Supervisory Board and the committees as well as attendance at committee and plenary sessions can be found in the Report of the Supervisory Board of the Annual Report 2025.

* since 12 March 2025

The committee chairs regularly report to the Supervisory Board on their activities.

The Audit Committee sanctions Executive Board decisions that by law, the Articles of Association or the Executive Board’s rules of procedure are subject to the Supervisory Board’s approval. In addition, the committee’s particular duties include the supervision of accounting and the effectiveness of internal control, risk management and audit systems; the supervision of the audit of annual accounts; the commissioning of an annual auditor; the preliminary audit of the annual financial statements; as well as the supervision of compliance.

The Personnel Committee prepares the Supervisory Board’s personnel decisions. In particular, it submits suggestions for tasks and decisions in accordance with Sections 87 and 87a of the German Stock Corporation Act (AktG), notably the resolution on the compensation system for members of the Executive Board in accordance with Section 87a, Para. 1 AktG, as well as individual compensation decisions including related contractual clauses. The final decision-making authority on these matters lies with the plenum. The Personnel Committee makes decisions in lieu of the Supervisory Board on issues such as Executive Board members’ legal transactions in accordance with Section 112 AktG with the exception of tasks pursuant to Sections 87 and 87a AktG, and consent to an Executive Board member’s other engagements according to Section 88 AktG and Section 8 of the Executive Board’s rules of procedure.

The Nomination Committee is responsible for naming suitable candidates for election to the Supervisory Board, to be proposed by the board to the Annual General Meeting.

The Arbitration Committee is tasked with making suggestions for the appointment and revocation of the appointment of Executive Board members in accordance with Section 31, Paragraphs 3 and 5 of the German Co-determination Act (MitbestG).

In accordance with their duties, the Chair of the Supervisory Board maintains a close rapport with the Executive Board and, in particular, has a deep understanding of the processes within the company. Deviating from Recommendation D.3 Sentence 5 DCGK, the Supervisory Board is thus of the opinion that it is advisable for the Chair of the Supervisory Board to also chair the Audit Committee.

The Supervisory Board endeavours to fulfil its duties with due care. Every three years, the Supervisory Board performs an extensive assessment of its own efficiency in fulfilling its duties based on the guidelines published by Deutsche Schutzvereinigung für Wertpapierbesitz e. V. The most recent self-assessment in 2023 concluded that the Supervisory Board is efficient. Should the Supervisory Board come to the conclusion that the efficiency has declined, the self-assessment will be conducted on an annual basis. The next efficiency assessment is scheduled for 2026.

The members of the Executive and Supervisory Boards are committed to the interests of the company. The decisions they make within the scope of their mandates must not be guided by their own personal interests, nor may they take advantage of business opportunities to which the company is entitled. In the past fiscal year, the members of the Supervisory and Executive Boards did not experience any conflicts of interest, e.g. due to an advisory capacity for, or role on a board of customers, suppliers, creditors or business partners. Detailed information on the existing mandates of the board members on supervisory boards and similar supervisory bodies of other companies is presented here and here in the Notes to the Consolidated Financial Statements of the Annual Report 2025.

Bechtle attaches great importance to open, trusting communication with its shareholders and other stakeholders, engaging in fair, timely and reliable dialogue with all interest groups. For the Executive and Supervisory Boards, openness and transparency are key principles of conduct. All relevant information is published simultaneously in English and German. The company’s financial calendar, financial reports, press releases and presentations are also made available on the company’s website.