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

For Bechtle, responsible corporate governance has always been a matter of course, putting a focus on reconciling in the best way possible the interests of a great variety of stakeholder groups, including employees, customers, suppliers, shareholders, as well as our corporate social responsibility, all while pursuing the organisation’s primary objective of profitable growth.

Key documents that accompany this Corporate Governance Statement:

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.

I. Governance Tasks of the Executive Board

Against the backdrop of our principle of connected dispersion, 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 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 that gets organisations anywhere near filling the extensive need for qualified professionals. Bechtle AG’s Executive Board hence takes a very open approach to diversity, and has always welcomed female talent in executive roles. In its resolution of 17 January 2020, the Executive Board thus set targets for a female quota at the two executive levels under the Executive Board. The first executive level under the Executive Board comprises group-wide Executive Vice Presidents with a current female percentage of zero and a target of 22 per cent to be achieved by 31 January 2025. The second executive level under the Executive Board comprises the managing directors and direct reports to members of the Executive Board with a current female percentage of 10.7, or 14 people (previous year: 7.8 per cent) and a target of 25 per cent, also to be achieved by 31 January 2025. The second executive level under the Executive Board comprises the managing directors and direct reports to members of the Executive Board with a current female percentage of 10.7, or 14 people (previous year: 7.8 per cent) and a target of 25 per cent, also to be achieved by 31 January 2025.

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 2021, the Code of Conduct has been extensively revised. In addition, Bechtle maintains a dedicated Compliance Board composed of the Executive Board and a permanent representative of Bechtle’s Legal department. The Compliance Board can be approached by all employees as well as external parties via a hotline and secure e-mail. The Compliance Board reviews and evaluates leads and violations and initiates appropriate measures. Additionally, the Compliance Board advises decision makers in resolving compliance-relevant situations. It continually reviews reported incidents and uses insights gained through this practice to further develop and substantiate policies. In 2022, the whistleblower process for reporting incidents was has been enhanced to make it more accessible for third persons.

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. At the heart of this strategy lies the ambition to achieve net-zero carbon emissions across the group by 2030, largely through reductive measures. 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.

II. Supervision Tasks of the Supervisory Board

The Supervisory Board serves in a permanent advisory capacity to the Executive Board and is involved in all major executive 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 2022, there was no need for such discussions. For information on the cooperative activities of the Executive and Supervisory Boards, see "D. Supervisory Board Procedures".

III. Function of the General Meeting

The Annual General Meeting is one of the key decision-making authorities in every German Aktiengesellschaft (AG). Apart from the rights due to the AGM by virtue of law, Bechtle is always eager to engage directly with its shareholders. Unfortunately, due to the COVID-19 pandemic, this was once again impossible in the reporting period. The health and safety of our shareholders, our corporate bodies and our employees take absolute priority. At the same time, the Executive and Supervisory Boards were pleased to see that more shareholders made use of their right to submit questions at the virtual AGMs than is usually the case at in-person meetings, and all questions were answered by board members. In 2023, Bechtle plans to engage directly with its shareholders again at an in-person AGM.

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 comprises three persons, and is chaired by Dr Thomas Olemotz. No changes have been made to the board’s composition and its members’ areas of remit compared to the previous year

Pursuant to Principle 9 DCGK, and under consideration of Recommendation B.1 DCGK, the Supervisory Board resolved on 15 December 2020 to appoint at least one woman to the Executive Board by no later than 30 June 2025.

The Supervisory Board intends to continue to coordinate with the Executive Board to ensure a long-term succession plan is in place. The Supervisory Board does not currently deem it necessary to commence concrete planning for a succession of Executive Board members Dr Thomas Olemotz and Michael Guschlbauer. However, in 2024, Executive Board member Jürgen Schäfer will reach the legal age of retirement. Consequently, his term of office and employment contract will expire on 30 September 2024.

In line with the principle of long-term succession planning, the Supervisory Board will coordinate with the Executive Board to define a competency profile for Jürgen Schäfer’s eventual successor, taking into consideration the continued development of Bechtle’s leadership organisation. This development is taking place through an ongoing strategic dialogue within the Supervisory Board, which has gained additional momentum during the reporting year and, among other things, discusses a future organisation and market approach to ensure Bechtle’s sustained success for years to come.

As a rule, the Supervisory Board strives to recruit new members of the Executive Board from within the Bechtle Group. Should an internal search for qualified talent prove unsuccessful, the board engages a headhunter to find a suitable candidate.

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

I. General Requirements and II. Independence of Supervisory Board Members

Pursuant to the Articles of Incorporation, the Supervisory Board of Bechtle AG consists of 12 members with equal representation of shareholders and employees in accordance with the German Co-determination Act (MitbestG). Bechtle AG is required by law to ensure a gender quota of at least 30 per cent on the Supervisory Board. Currently, four women serve on the Supervisory Board, making up 33 per cent of the board overall, as well as of shareholder and employee representatives respectively.

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 members 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 and Kurt Dobitsch 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 and Kurt Dobitsch. Incidentally, a long office term is consistent with Bechtle’s deeply rooted values of dependability and continuity (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 in the Supervisory Board on page 254f in the Annual Report 2021, 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. On the shareholder side, all 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 is 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 bord 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 field of auditing, business administration, corporate governance as well as compliance and personnel management. The Supervisory Board further must have expertise on sustainability issues relevant to the company, in particular regarding environmental and social sustainability. Recommendation C.1 Sentence 3 DCGK has therefore been complied with since 28 October 2022. 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.

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.

I. Rules of Procedure

Pursuant to Recommendation D.1 DCGK, the Supervisory Board will publish the 2020 revision of its rules of procedure (German Language) on the company website.

II. Cooperation within the Supervisory Board and with the Executive Board

The Supervisory Board offers competent 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 issues 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 three dedicated committees: the Audit Committee, the Personnel Committee and the Arbitration Committee (D.2 Sentence 1 DCGK). Information on attendance at committee and plenary meetings can be found in the Report of the Supervisory Board on pages 18-24 of the Annual Report 2022.

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.

In view of the composition of the Supervisory Board and its efficient coordination processes, the Supervisory Board does not regard the formation of a Nomination Committee to be necessary for the time being and has thus deviated and will continue to deviate from Recommendation D.4 DCGK.

V. Self-Assessment

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 2022 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 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 on page 237f and 254f in the Notes to the Consolidated Financial Statements of the Annual Report 2022.

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.

According to Principle 26 DCGK, the Executive and Supervisory Boards shall prepare an annual compensation report in accordance with statutory provisions. This will be published on the website of Bechtle AG to coincide with the publication of the Annual Report 2022.