Report of the Supervisory Board

The Supervisory Board of ALTANA AG, carrying out the functions stipulated by law and the Articles of Association, closely followed the work of the Management Board and monitored its management activities in the 2023 fiscal year. The Supervisory Board dealt in depth with the situation and development of the company as well as with various current issues. The Supervisory Board was regularly informed by the Management Board about the respective agenda items through presentations and oral reports in meetings. The Supervisory Board also regularly received additional written reports. Between Supervisory Board meetings, the Chairman of the Management Board informed the Chairman of the Supervisory Board about significant developments and events and discussed pending or planned decisions with him. The Supervisory Board was involved in all major company decisions.

Meetings of the Supervisory Board

In the 2023 fiscal year, the Supervisory board held four regular, two extraordinary, and one constituent meeting. At the regular meetings, the economic situation and development perspectives of the ALTANA Group, particularly in view of the persistently challenging business, as well as important events were discussed and deliberated on in detail. In addition to regular reporting on ALTANA’s sales, earnings, and financial development, the Supervisory Board dealt in depth with the strategy of ALTANA and its individual divisions. Furthermore, the Supervisory Board discussed the situation, development, and plans of the ACTEGA division and the ECKART division in depth in the 2023 fiscal year. At the beginning of the year, the results of the employee survey were presented to the Supervisory Board, and the Supervisory Board discussed the measures derived from them with the management. This was followed in June by an update on the strategic human resources projects in the Group as well as the “People” action fields of the Keep Changing Agenda and women in management positions, including the regular resolution on the targets for the proportion of women on the Supervisory Board and Management Board. With the help of an external expert, the Supervisory Board collected information about current geopolitical developments and discussed with the management how the Group is responding to these developments. The Supervisory Board received regular updates on the company’s investment in the Israeli Landa Corporation Ltd (Landa Digital Printing) and, at one of its meetings in 2023, an update on the report on the results of a strategic assessment of this investment from 2022. The Supervisory Board was informed about the results of the survey of the company’s stakeholders on sustainability issues and received an update on the Group’s digital transformation. At its December meeting, the Supervisory Board dealt with the corporate planning for the next three years and the budget for 2024 in detail and approved the latter. At an extraordinary meeting in May, the Supervisory Board approved the acquisition of the Von Roll Group, and at another extraordinary meeting in December, it approved the acquisition of the Silberline Group. Prior to the Annual General Meeting in March and an Extraordinary General Meeting in December, the Supervisory Board made recommendations for resolutions on all agenda items, including the dividend. Various elections were held at the constituent Supervisory Board meeting following the Annual General Meeting in March of the year, among other things because of the elections of employee representatives to the Supervisory Board at the beginning of 2023 (more information on this can be found below in the “Personnel Changes” section).

Meetings of the Committees

The Human Resources Committee met thrice in the year under review. In addition, it passed a resolution by written circulation. At its meetings, it discussed recommendations to the Supervisory Board on the payment of variable compensation components for 2022 and the payments from the ALTANA Equity Performance Program 2019 to the Management Board members, as well as the targets for the short-term bonuses of the Management Board members for 2024 and the allocation values in the ALTANA Equity Performance Program of the Management Board members for 2024. In addition, the Human Resources Committee recommended an adjustment to the group accident insurance for the members of the Management Board and decided to adjust the peer group relevant for the long-term bonus. The Audit Committee met twice in the year under review and reported regularly to the Supervisory Board. In the presence of the auditor as well as members of the Management Board, the Audit Committee discussed the annual financial statements of ALTANA AG and the ALTANA Group. In addition, it dealt with the statutory audit process mandating the auditor, the setting of audit fees, monitoring the auditor’s independence, and the approval of non-auditing services of the auditor. Furthermore, the Audit Committee addressed the identification and monitoring of risks in the Group, the Group’s internal auditing activities, ALTANA’s Compliance Management System, as well as the good corporate governance. At its March meeting, the Audit Committee assessed the quality of the audit of the financial statements and obtained information on the status of implementation of the risk management system in accordance with the new Supply Chain Duty of Care Act. In December of the reporting year, the Audit Committee dealt with the financing strategy and the integration of acquisitions and received an update on data protection in the Group. The Mediation Committee pursuant to section 27 (3) of the German Co-Determination Act did not meet in the 2023 fiscal year.

Annual Financial Statements

The Annual Financial Statements of ALTANA AG, the Consolidated Financial Statements for the year ended December 31, 2023, and the Management Report of ALTANA AG, as well as the Group Management Report, were audited by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, which was appointed by the Annual General Meeting and engaged by the Audit Committee of the Supervisory Board, and it issued an unqualified audit opinion in each case. The system for early risk recognition set up for the ALTANA Group pursuant to section 91 of the German Stock Corporation Act was audited, and the examination revealed that the monitoring system is suitable in all material respects for the early recognition, with reasonable assurance, of developments endangering the ability of the company to continue as a going concern.

The financial statement documentation, the Corporate Report, the reports of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft on the audit of the Annual Financial Statements and the Consolidated Financial Statements, as well as the Management Board’s proposal for the use of the net profit, were made available to all Supervisory Board members. The Audit Committee of the Supervisory Board dealt at length with this documentation.

The Supervisory Board inspected the documentation and dealt with it in depth at its balance sheet meeting in the presence of the auditor, who reported on the main results of the examination. The Supervisory Board agrees with the findings of the audit without objections and in its meeting of March 20, 2024, approved the Annual Financial Statements and Consolidated Financial Statements prepared by the Management Board. The Annual Financial Statements are thereby adopted. The Supervisory Board evaluated the Management Board’s proposal for the use of the net profit and agrees with its recommendation.

Report in Accordance with Section 312 of the German Stock Corporation Act

The Management Board prepared a report in accordance with section 312 of the German Stock Corporation Act on relations with affiliated companies for the 2023 fiscal year. The Supervisory Board inspected this report and found it to be accurate. The auditor issued the following audit opinion:

“On completion of our audit and assessment in accordance with professional standards, we confirm that the factual statements of the report are correct and that the consideration paid by the company for the legal transactions in the report was not inappropriately high.”

The Supervisory Board noted and approved the auditor’s findings. Following the completion of its own review, the Supervisory Board has no objections to the Management Board’s statement at the end of the report.

Personnel Changes

Dr. Susanne Klatten and Dr. Jens Schulte were reelected as members of the Supervisory Board by the Annual General Meeting on March 16, 2023, after their term of office had expired. Their new term of office ends at the end of the 2028 Annual General Meeting.

The end of the Annual General Meeting on March 16, 2023, also marked the start of the renewed term of office of the employee representatives on the Supervisory Board who were reelected on February 1, 2023: Mr. Ulrich Gajewiak, Mr. Jürgen Bembenek, and Mr. Armin Glashauser as employee representatives; Dr. Anette Brüne as a representative of senior management; and Mr. Stefan Soltmann and Mr. Klaus Koch as union representatives.

This Annual General Meeting was followed by a Supervisory Board constituent meeting. At this meeting, the Supervisory Board reelected Dr. Matthias Wolfgruber as its chairman and Mr. Gajewiak and Dr. Klatten as its deputy chairman and deputy chairwoman, respectively.

The Supervisory Board reelected Dr. Klatten and Mr. Koch as members of the Mediation Committee alongside Dr. Wolfgruber and Mr. Gajewiak, who, as chairman and deputy chairman of the Supervisory Board, respectively, are members of the Mediation Committee by virtue of their office. Dr. Wolfgruber is also a member qua office and chairman of the Human Resources Committee, and the Supervisory Board again elected Dr. Klatten, Mr. Bembenek, and Mr. Gajewiak as additional members of the Human Resources Committee. Dr. Schulte was reelected as a member and chairman of the Audit Committee at this meeting, and Mr. Glashauser and Mr. Soltmann were reelected as members of the Audit Committee. All Supervisory Board committee elections were for the duration of the term of office as a member of the Supervisory Board.

Wesel, March 20, 2024

The Supervisory Board

Dr. Matthias L. Wolfgruber
Chairman of the Supervisory Board