SFC Energy : Profile of Requirements for the Composition of the Supervisory Board

Translation from German

Profile of Requirements for the Composition of the Supervisory Board

1. Fundamentals
   Pursuant to Article 10 (1) of the Company's Articles of Association, the Supervisory Board of SFC Energy
   AG has four members, to be elected by the General Meeting. In view of the various requirements and recommendations regarding the composition of the Supervisory Board, the Supervisory Board of SFC Energy AG has designed its profile of requirements as shown below.
   The profile of requirements contains (i) key statutory requirements and recommendations set out in the German Corporate Governance Code (GCGC) in relation to the composition of the Supervisory Board, (ii) the Supervisory Board's objectives regarding its composition, and (iii) the profile of skills and expertise for the entire Board for the purposes of the GCGC, and (iv) the diversity strategy for the Supervisory Board including the information pursuant to section 289f(2)(6) of the German Commercial Code (HGB).

1. Profile of Requirements
2. 1. Objective of the Profile of Requirements
      The Supervisory Board strives to achieve a composition that ensures that the Management Board receives qualified supervision and advice at all times. The Supervisory Board takes the view that in order for it to work efficiently - and thus for the Company to continue on a path of sustainable growth and development
      - it not only needs to devise and satisfy professional and personal requirements, but must also incorporate diversity into its strategy here. Different and diverse personalities, experience and expertise all prevent
      "herd mentality", allow holistic views and thus enrich the work of the Supervisory Board. This also ensures that Management is supervised effectively. Thus, the following list of objectives should serve as a guideline for long-term succession planning and the selection of qualified candidates; it should also provide transparency with regard to the key criteria for the composition of the Supervisory Board. When preparing the list of requirements, the Supervisory Board also took account of the Company's specific situation, the objects of the Company, the specific size of the Company, and the extent of its international business operations.
   2. Requirements Placed on Individual Members

1. General Requirements
   Each Supervisory Board member shall be in a position, due to their personal and professional skills and expertise, to perform the duties and responsibilities of a Supervisory Board member in an international stock-listed company and to safeguard SFC Energy AG's public reputation. Bearing this in mind, each Supervisory Board member should meet the following requirements:
2. • sufficient subject-matter expertise, i.e. the ability to perform the duties and responsibilities normally incumbent on the Supervisory Board;
   • commitment (to the performance of their role), integrity and personality;
   • general understanding of SFC Energy AG's business, including the market environment and customer needs;
   • business and enterprise experience, ideally in the form of experience in Company management, as a management executive, or in supervisory bodies.
3. Time Commitment and Availability
   Each member of the Supervisory Board shall ensure that they have the necessary availability to perform the duties and responsibilities involved in holding this office. It should be noted in this context that Supervisory Board meetings are generally held at least twice in each half of every calendar year and that additional ad-hoc meetings may be held, as required, to deal with ad-hoc issues arising, with appropriate preparation being required for every meeting. Where Supervisory Board members are members of one of its committees, they may also have to spend additional time on preparing and attending committee meetings.

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Translation from German

1. Limits on Number of Board Roles Held
   A member of the SFC Energy AG Supervisory Board who is also a member of the management board of a listed company is not permitted to hold more than a total of three supervisory board mandates in non-Group listed companies or in supervisory bodies of companies with similar requirements. A Supervisory Board member who is not a member of a management board of a listed company is not permitted to accept more than a total of five Supervisory Board mandates at non- Group listed companies or similar roles, with the appointment as chairperson of a supervisory board being counted twice.
2. Age Limits and Length of Membership
   No person who will have reached the age of 75 at the time of the election will be considered for nomination to the Supervisory Board. As a rule, Supervisory Board members should not serve on the Supervisory Board for more than twelve years; nominations for election should take this limit into account.

3. Requirements Placed on the Entire Board

With regard to the composition of the entire Board, the Supervisory Board strives to achieve a composition - also in the interests of diversity and in furtherance of the diversity strategy - that ensures that its members, in terms of their personal and professional background, experience and expertise, complement each other so that the Board as a whole may avail of the widest possible range of varied experience and specialist know-how.

1. General Requirements
   The composition of the Supervisory Board of SFC Energy AG must at all times be such that its members collectively possess the knowledge, skills and professional experience required to properly perform their duties and responsibilities. At least one member of the Supervisory Board must have expertise in the field of accounting and at least one other member of the Supervisory Board must have expertise in the field of auditing. The expertise in the field of accounting shall consist of specialist knowledge and experience in the use and application of accounting principles and internal controlling and risk management systems and expertise in the field of auditing shall consist of specialist knowledge and experience in auditing. Accounting and auditing shall also include sustainability reporting and auditing. The Chairperson of the Audit Committee shall have appropriate expertise and independence in at least one of these two areas. All of the members must be familiar with the industrial sector in which the Company does business, i.e., the field of hydrogen and methanol fuel cells for stationary and mobile hybrid power solutions.
2. Specific Expertise and Experience
   As a whole, the SFC Energy AG Supervisory Board shall cover all fields of expertise that may be required to perform its duties and responsibilities effectively. This includes - in line with the Company's business model - subject-matter expertise, know-how and experience:
3. • in the management of international listed companies;
   • in the fields of hydrogen and fuel cell technology;
   • in the fields of (power) electronics and software;
   • in corporate strategy;
   • in the fields of corporate governance and compliance;
   • in the field of M&A;
   • in corporate financing;
   • in accounting;
   • in risk management; and
   • in the field of sustainability/ESG (environment, social, and governance).

As an environmentally responsible company, SFC Energy AG prioritizes sustainability/ESG and the environmental protection, as key principles. This includes compliance with all rules, regulations and requirements of public authorities, but also compliance with self-imposed internal standards, as well

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Translation from German

as the prevention of pollution and the continuous improvement of its environmental protection measures.The high quality standards and environmental policy are also applied in the development, procurement and production of SFC products, as well as in the Company's work ethos and processes. For this reason, the Supervisory Board must be capable of using its expertise to monitor the sustainability issues that are important to SFC Energy AG in this context and of taking ecological and social sustainability into account when setting the Company's strategic direction and corporate planning.

The Supervisory Board strives to be composed in such a way that at least one member is available as an appropriate contact person for each of the aforementioned aspects.

1. Conflicts of Interest and Independence
   The Rules of Procedure of the Supervisory Board lays down provisions for avoiding and dealing with potential conflicts of interest. Every member of the Supervisory Board is obliged to disclose conflicts of interest to the Chairperson of the Supervisory Board. Each member of the Supervisory Board is also obliged to act in the best interest of the Company. Material conflicts of interest that are not merely temporary and that relate to the specific identity of a member of the Supervisory Board shall result in the termination of that member's mandate. Consultancy and other work or service contracts between a member of the Supervisory Board and the Company is subject to a resolution by the Supervisory Board. The Supervisory Board shall provide information on conflicts of interest that arise and how they have been dealt with in its report to the General Meeting.
   With regard to the independence of the members of the SFC Energy AG Supervisory Board, the Supervisory Board also considers it appropriate that (i) no more than two former members of the
   Company's Management Board sit on the Supervisory Board and (ii) Supervisory Board members are not permitted to hold any executive or advisory roles at the Company's key competitors.
   Three members shall be independent for the purposes of recommendation C.6 GCGC.
2. Diversity
   On March 16, 2022, the SFC Energy AG Supervisory Board, which consists of four members, set a target of 25% for the proportion of women on the Supervisory Board for the period until the end of December 31, 2025. The main consideration here was to strengthen gender diversity on the Supervisory Board, while maintaining sufficient flexibility when filling open positions on the Supervisory Board.
   In addition, diversity on the Supervisory Board may also be reflected by the individual professional careers and the fields of work and expertise, as well as the different experience of its members (e.g. education and qualifications, along with sector experience), while also having a fair and reasonable representation of different genders on the Supervisory Board. In the interests of diversity, the Supervisory Board thus strives to be composed in such a way that its members complement each other, in terms of their background, experience, and subject-matter expertise. The Supervisory Board also strives to have some members with international experience.

SFC Energy AG

The Supervisory Board

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