The Company deviates from the recommendation in Section B.3 of the GCGC. Members of the Management Board can be appointed by the Supervisory Board for a period of more than three years; as a rule, the term of appointment is five years. In the view of the Supervisory Board, a longer term of appointment is particularly appropriate if the Management Board member has many years of management experience within Carl Zeiss Meditec AG or an affiliated company of the ZEISS Group, which would ensure reliable and continuous management.

The Company deviates from the recommendation in Section C.1 of the GCGC. The Supervisory Board has set no specific targets for its composition, nor has it published a formal skills profile or qualification matrix. In the view of the Supervisory Board, the current practice – which focuses on the professional qualifications, experience and independence of the members required for providing effective monitoring and advice – ensures that the composition of the Supervisory Board is appropriate and in the interests of the Company. The existing competencies in the overall body are considered appropriate and sufficient.

The Company deviates from the recommendation in Section D.6 of the GCGC. The rules of procedure of the Supervisory Board stipulate that the Management Board shall attend all meetings of the Supervisory Board unless the Chairman decides otherwise. From the Supervisory Board's perspective, this structure enables continuous and direct communication on key strategic, operational and regulatory issues and thus supports the effective performance of advisory and monitoring tasks. On matters reserved for confidential discussion, the Supervisory Board convenes plenary meetings without the Management Board.

Under the current status quo, the Management Board remuneration system resolved by the Annual General Meeting on 22 March 2023 and to be applied for all new Management Board contracts deviates from the following recommendations of the GCGC 2022:

The Company deviates from the recommendation in Section G.4 of the GCGC. The remuneration system does not currently provide for vertical remuneration comparison. However, the Supervisory Board believes that the maximum limits set for Management Board remuneration ensure that the level of remuneration remains appropriate.

A comparison with senior management and the workforce as a whole would only be of limited usefulness due to the international orientation of the Company and the associated regional differences in remuneration structures. The Supervisory Board has therefore come to the conclusion that such a comparison would provide no additional insight.

The Company deviates from the recommendation in Section G.6 of the GCGC. Under the Carl Zeiss Meditec AG remuneration system, the inflow of funds from the Short-Term Incentive Program (STI) can generally be higher than that from the Long-Term Incentive Program (LTI). At the same time, the maximum achievable value of the LTI may exceed that of the STI.

In the view of the Supervisory Board, an appropriate long-term incentive effect is nevertheless provided. This results in particular from the structure of the LTI and the selection of sustainability-oriented key financial indicators (KPIs) that promote long-term corporate development. The Supervisory Board considers the existing remuneration system as a whole to be suitable for ensuring a balanced and sustainable remuneration structure.

The Company deviates from the recommendation in Section G.8 of the GCGC. The remuneration system targets remain unchanged. However, the STI financial targets and the parameters of the LTI can be adjusted during the year if exceptional economic developments make this necessary.

In the view of the Supervisory Board, this flexibility is appropriate in rare exceptional cases in order to ensure accurate performance measurement even under changing conditions. Extraordinary economic circumstances are regularly communicated to the capital market in a timely manner and taken into account in the Company forecast. The possibility of adjustment therefore helps to ensure that the targets remain appropriate.

The Company deviates from the recommendation in Section G.10 of the GCGC. The remuneration system does not provide for variable remuneration amounts to be invested primarily in shares in the Company or granted on a share-related basis, nor does it provide for long-term variable remuneration amounts to be accessible only after four years. In the view of the Supervisory Board, share-based remuneration offers no additional added value compared to the focus on sustainable value creation provided for in the remuneration system based on the key financial indicators (KPIs).

The long-term incentive effect results from the structure of the LTI and the underlying sustainability-oriented KPIs. The envisaged three-year period corresponds to the Company's medium-term planning horizon and is considered appropriate.

The Company deviates from the recommendations in sections G.12 and G.13 of the GCGC. The remuneration system stipulates that in the event of premature termination of a Management Board contract, variable remuneration components attributable to the period up to the termination of the contract are generally settled in the severance payment through the inclusion of average variable remuneration.

In the view of the Supervisory Board, this procedure ensures simplified and appropriate processing in cases of early contract termination.

The Carl Zeiss Meditec Group practices responsible corporate governance geared to creating sustained value-added. It does this based on the strong conviction that sustainable economic success is inextricably linked to compliance with laws and legislation and internal policies. The close and efficient cooperation between the Management Board and Supervisory Board, open corporate communication and proper accounting also play an important role.
 As a company of the ZEISS Group, Carl Zeiss Meditec AG is subject to the provisions of globally applicable Code of Conduct adopted back in 2007, in its current version dated April 2025, which stipulates and explains the basic rules for various areas of business activity. You will find this information on our website at www.zeiss.de/meditec-ag/investor-relations/corporate-governance.html.

Carl Zeiss Meditec AG therefore strives not only to consistently achieve its best performance in technological terms but is also committed to adhering to the highest of standards in terms of abiding by the "rules" of good and fair conduct in competition and in dealing with employees and customers.

The Code of Conduct sets out the fundamental ethical principles of good conduct and values which govern the actions of both management and employees in their day-to-day work at the Company. The confidence of business partners, customers, shareholders, authorities and the general public, as well as our competitors in responsible, law-abiding conduct and moral integrity from all of the Group's employees is of the utmost importance for the image and economic success of the Carl Zeiss Meditec Group and the appeal of the ZEISS brand.

As a company of the ZEISS Group, Carl Zeiss Meditec AG has a whistleblower system in place. A compliance case management process has been set up throughout the Group in order to be able to report compliance violations in a protected manner. In principle, reports should first be addressed to the manager, HR department or the responsible compliance officer. Alternatively, violations can be reported anonymously via an online portal called “Integrity Line”. Managers, HR managers and the compliance team take every report seriously. Therefore, a systematic approach ensures that every report is processed.

Pursuant to Art. 19 MAR, members of the Management Board or Supervisory Board of Carl Zeiss Meditec AG must inform the Company and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) about the purchase and sale of shares of Carl Zeiss Meditec AG.

At its meeting on 14 January 2013 the Supervisory Board passed the following resolution: In order to ensure a uniform position concerning shares of the Company held by members of the Supervisory and Management Board, to enable them to decide independently on personal investment matters and at the same time to prevent possible speculative action in the capital market, the Supervisory Board, in agreement with the Management Board, recommends that Supervisory and Management Board members and related individuals (persons with a close link as per Section 19 (1) Sentence 3 No. 26 MMVO , formerly Section 15a (3) WPHG) do not build up holdings of shares in the Company in the future. Concerning the existing share holdings of members of the Supervisory and Management Board and related individuals it is recommended that they sell these holdings in the medium term subject to the insider trading rules.

At the current time, no Company shares are held by members of the Management Board of Carl Zeiss Meditec AG. Shareholdings by members of the Supervisory Board amount to less than 0.1% of the outstanding share capital.

A key instrument of corporate governance at Carl Zeiss Meditec AG is its risk management system. This is a systematic process which enables the management uses to identify, evaluate and control risks and opportunities early on. The management uses the risk management system to identify unfavorable developments and their effects at an early stage and makes them transparent. This enables appropriate countermeasures to be introduced in a targeted and timely manner and also allows opportunities to be exploited efficiently at the same time. The risk and opportunity management system is continuously improved and developed. Further information on the subject of risk and opportunity management can be found in the Annual Report of Carl Zeiss Meditec AG on page 36 et seqq.

At the end of the Annual General Meeting on 22 March 2023, the Supervisory Board of Carl Zeiss Meditec AG has been composed, pursuant to the 1976 Co-determination Act and Art. 11 (1) of the Company's Articles of Association, of six members to be elected by the shareholders and six members to be elected by the employees. The shareholder representatives on the Supervisory Board objected to the overall fulfillment prior to the new election by resolution dated 8 September 2022, meaning that the minimum proportion of 30% for women and 30% for men must be fulfilled separately by the shareholder representatives and the employee representatives. At the present time, the minimum proportion of two female and two male members on the shareholder and employee side respectively has been met.

An age limit of 65 years has been defined for the acceptance of Supervisory Board mandates at Carl Zeiss Meditec AG in the Rules of Procedure of the Supervisory Board.

The Supervisory Board has a General and Personnel Committee, an Audit Committee, a Mediation Committee and a Nominating Committee.

Pursuant to Section C.6 of the German Corporate Governance Code 2022 (DCGK 2022), there should be a certain number of independent members on the shareholder side that shareholders deem appropriate; the ownership structure should be taken into account. In its own estimation, the Supervisory Board has an adequate number of independent members with Isabel De Paoli, Peter Kameritsch and Tania von der Goltz, also taking the ownership structure of Carl Zeiss Meditec AG into consideration, in which Carl Zeiss AG directly and indirectly holds a share of 59.1%, who have no business or personal relationship with Carl Zeiss Meditec AG or the Management Board or Carl Zeiss AG as controlling shareholder.

Pursuant to C.7 GCGC 2022, more than half of the shareholder representatives are independent from the Company and from the Management Board. Members of the Supervisory Board who have no personal or business relationship with the Company or the Management Board that could give rise to a material and not merely temporary conflict of interest are deemed to be independent. When assessing independence, particular consideration shall be given to whether the Supervisory Board member himself or a close family member of him

• has been a member of the Company's Management Board for the two years preceding the appointment
• currently or in the year up to his appointment, directly or as a shareholder or in a responsible function of a company outside the Group, has or has had a significant business relationship with the Company or a company dependent on it,
• is a close family member of a member of the Management Board, or
• has been a member of the Supervisory Board for more than twelve years.
  
  

Taking into account these indicators set out in C.7 GCGC 2022, all members of the Supervisory Board are independent on the shareholder side in the sense of C.7 GCGC. Although Andreas Pecher has been a member of the Management Board of the controlling shareholder since 1 April 2025 and Stefan Müller has also been a member of the Management Board of the controlling shareholder since 1 Jan 2024, they are considered independent within the meaning of C.7 GCGC 2022. This also applies to Torsten Reitze, who holds the position of Managing Director at an affiliated company of Carl Zeiss Meditec AG.

Pursuant to C.10 GCGC 2022, the Chairman of the Supervisory Board, the Chairman of the Audit Committee and the Chairman of the committee responsible for the remuneration of the Management Board should also be independent from the Company and the Management Board. In addition, the Chairman of the Audit Committee should be independent from the controlling shareholder. The Audit Committee is chaired by Peter Kameritsch, who is independent of Carl Zeiss AG. The Chairman of the whole Supervisory Board as well as the General and Personnel Committee, and therefore Chairman of the committee responsible for the remuneration of the Management Board, is Andreas Pecher.

There were no conflicts of interest on the Supervisory Board in fiscal year 2024/25.

The Supervisory Board is also responsible for long-term succession planning for the Management Board. The Chairman of the Supervisory Board holds regular meetings with the Chairman of the Management Board to discuss this. The subject is also discussed by the General and Personnel Committee of the Supervisory Board. They deliberate on the contract terms and renewal options for current members of the Management Board and advise on potential candidates for succession. When filling positions, both external and internal candidates are considered. Particular attention is paid to filling the positions with internal candidates who have the necessary qualifications and experience. Succession planning extends internally to potential candidates throughout the ZEISS Group.
The basic eligibility criteria for selecting candidates for a Management Board position are accordingly based on the knowledge required to fulfill the tasks for the area of responsibility to be taken over, professional qualifications, personality, integrity, management qualities and previous achievements and knowledge about the Company.

The Supervisory Board decides which person should be appointed to a specific position on the Management Board in the interests of the Company and taking all circumstances of the individual case into consideration. In summary, the Supervisory Board considers in particular the following aspects:

• The members of the Management Board should have many years of management experience, also in the international field
• The Management Board as a whole should have many years of experience in the field of medical technology
• The Management Board as a whole should have many years of experience within Carl Zeiss Meditec and the Zeiss Group
• The Supervisory Board has stipulated an age limit of 65 years for the members of the Management Board in its Rules of Procedure

The Supervisory Board regularly assesses the effectiveness of its committees and of the Supervisory Board as a whole. The Supervisory Board carried out no self-assessment in the past fiscal year. The Supervisory Board's rules of procedure require the Supervisory Board to assess the efficiency of its activities on a regular basis, but at least every two years. The last self-assessment took place in the 2023/24 fiscal year.

This took the form of a questionnaire, in which the members of the Supervisory Board give their appraisal of the effectiveness of the work of the Supervisory Board and its committees and can suggest possibilities for improvement.

The questionnaire contains questions about the following topics, among others: Quality of meeting preparation, running of Supervisory Board meetings, communication between the members of the Supervisory Board, input from the committees, number of committees and frequency of their meetings.

Once the questionnaires have been evaluated, the results and the possibilities for improvement are discussed at the next regular plenary session. Proposed recommendations for the work of the Supervisory Board are discussed and an agreement reached on their implementation.

Further information on the cooperation of the Management Board and Supervisory Board, the composition and method of working of the committees can be found in the Report of the Supervisory Board and the notes accompanying the consolidated financial statements in the 2024/25 Annual Report.