Since the Declaration of Conformity of December 14, 2021, INTERSHOP Communications AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code in the version dated December 16, 2019 ("DCGK 2019") and in the version dated April 28, 2022 ("DCGK 2022") which came into effect upon publication in the Federal Gazette on June 27, 2022, with the following exceptions and will continue to comply with them in the future with these exceptions.
a) The new recommendations A.1 and A.3 DCGK 2022 were not yet fully implemented in 2022. The Management Board is planning to develop a concept with regard to the sustainability targets in the areas of social and environmental factors so that these can be taken into account in the future in the corporate strategy and planning. It is also planned to expand the internal control system to include the sustainability-related areas.
b) The company does not describe the essential features of the entire internal control system (Code Recommendation A.5 DCGK 2022) in its Management Report, since it considers the description with regard to the accounting process pursuant to Section 289 (4) HGB (German Commercial Code) to be adequate.
c) The Supervisory Board does not form any committees, with the exception of the audit committee required by law in accordance with Section 107 (4) AktG (Code Recommendation D.2 and D.4 DCGK 2022, D.2 and D.5 DCGK 2019). Currently, the Supervisory Board consists of four members and is deliberately kept small in order to ensure the work of the Supervisory Board can be performed efficiently and with all members.
d) The variable remuneration component for the Management Board does not include any share-based remuneration, since the granting of new shares and an obligation to purchase shares on the market while complying with insider-trading requirements can only be implemented with great difficulty (Code Recommendation G.10 DCGK 2022 and DCGK 2019).
Jena, December 9, 2022
INTERSHOP Communications AG
For the Management Board
For the Supervisory Board
Chairman of the Supervisory Board