Corporate Governance

Corporate Governance declaration pursuant to § 161 AktG

Corporate Governance declaration pursuant to § 161 AktG

- convenience translation -

In analogous application of the stipulations of the German Corporate Governance Code, the Management and the Supervisory Board of CTS Eventim AG & Co. KGaA have on 14 November 2023 made the following declaration of compliance:

“Since submitting the last declaration of compliance on 10 November 2022 and until 14 May 2023, CTS Eventim AG & Co. KGaA has complied with the recommendations of the Government Commission on the German Corporate Governance Code in the version of 28 April 2022 (the Code) with the following exceptions:

B.5 (age limit Management), C.2 (age limit Supervisory Board), D.4 (Nomination Committee), F.2 (publishing of interim financial information within 45 days from the end of the reporting period), G.6 (share of long-term variable remuneration), G.10 (long term variable compensation) and G.11 (option to retain or reclaim variable compensation components).

From 15 May 2023 onward, CTS Eventim AG & Co. KGaA has complied with the recommendations of the Code with the following exceptions:

B.5 (age limit Management), C.2 (age limit Supervisory Board), F.2 (publishing of interim reports within 45 days after the end of reported period), G.6 (share of long-term variable compensation), G.10 (long-term variable remuneration) and G.11 (option to retain or reclaim variable remuneration components).

Management and Supervisory Board declare that CTS Eventim AG & Co. KGaA continues to comply with the recommendations of the Code with the exceptions stipulated above.

Further details and explanations are contained in the corporate governance statement (Erklärung zur Unternehmensführung) in accordance with §§ 289f, 315d HGB, which is made available as part of the annual report of the company on its website.”

In addition, CTS Eventim AG & Co. KGaA already adheres in large measure to the additional suggestions of the Code regarding good corporate governance.

Corporate Governance declaration pursuant to § 161 AktG
- convenience translation -

In analogous application of the stipulations of the German Corporate Governance Code, the Management and the Supervisory Board of CTS Eventim AG & Co. KGaA have on 10 November 2022 made the following declaration of compliance:

“Since submitting the last declaration of compliance on 11 November 2021 and until 27 June 2022, the day the new version of the German Corporate Governance Code (GCGC) of 28 April 2022 came into force, CTS Eventim AG & Co. KGaA has complied with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version of 16 December 2019 with the following exceptions:

B.5 (age limit Management), C.2 (age limit Supervisory Board), D.4 second recommendation (Chair of the Audit Committee), D.5 (Nomination Committee), F.2 (publishing of interim reports within 45 days after the end of reported period), G.6 (share of long-term variable compensation), G.10 (long term variable compensation) and G.11 (option to retain or reclaim variable compensation components).

From 27 June 2022 onward, CTS Eventim AG & Co. KGaA has complied with the recommendations of the GCGC in the new version of 28 April 2022 with the following exceptions:

A.1 (social and environmental factors), A.3 (coverage of sustainability targets), B.5 (age limit Management), C.1 third recommendation (sustainability expertise in Supervisory Board competence profile), C.2 (age limit Supervisory Board), D.4 (Nomination Committee), F.2 (publishing of interim reports within 45 days after the end of reported period), G.6 (share of long-term variable compensation), G.10 (long term variable compensation) and G.11 (option to retain or reclaim variable compensation components).

Management and Supervisory Board declare that CTS Eventim AG & Co. KGaA from today complies and will comply with the recommendations of the GCGC in the new version of 28 April 2022 with the following exceptions:

B.5 (age limit Management), C.2 (age limit Supervisory Board), D.4 (Nomination Committee), F.2 (publishing of interim reports within 45 days after the end of reported period), G.6 (share of long-term variable compensation), G.10 (long term variable compensation) and G.11 (option to retain or reclaim variable compensation components). Further details and explanations are contained in the report on corporate governance (Erklärung zur Unternehmen führung) in accordance with §§ 289f, 315d HGB, which is made available as part of the annual report of the company on its website.”

In addition, CTS Eventim AG & Co. KGaA already adheres in large measure to the additional GCGC suggestions regarding good corporate governance.

Corporate Governance declaration pursuant to § 161 AktG

In analogous application of the stipulations of the German Corporate Governance Code, the Management and the Supervisory Board of CTS Eventim AG & Co. KGaA have on 11 November 2021 made the following declaration of compliance:

“Since submitting the last declaration of compliance on 10 December 2020 and until 9 June 2021, CTS Eventim AG & Co. KGaA has complied with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version of 16 December 2019 with the following exceptions:

B.5 (age limit Management), C.2 (age limit Supervisory Board), D.2, D.3, D.4 and D.5 (formation of Supervisory Board committees), F.2 (publishing of interim reports within 45 days after the end of reported period). G.6 (share of long-term variable compensation), G.10 (long term variable compensation) and G.11 (option to retain or reclaim variable compensation components).

Since the amendment of the Rules of Procedure for the Supervisory Board and the formation of an Audit Committee on 9 June 2021, Management and Supervisory Bord declare that CTS Eventim AG & Co. KGaA has complied and will comply with the recommendations of the GCGC in the version of 16 December 2019 with the following exceptions:

B.5 (age limit Management), C.2 (age limit Supervisory Board), D.4 second recommendation (Chair of the Audit Committee), D.5 (formation of a Nomination Committee),F.2 (publishing of interim reports within 45 days after the end of reported period). G.6 (share of long-term variable compensation), G.10 (long term variable compensation) and G.11 (option to retain or reclaim variable compensation components) based on existing agreements with Management.

Further details and explanations are contained in the report on corporate governance (Erklärung zur Unternehmensführung) in accordance with § 289f HGB, which is made available as part of the annual report of the company on its website.”

In addition, CTS Eventim AG & Co. KGaA already adheres in large measure to the additional GCGC suggestions regarding good corporate governance.

Corporate Governance declaration pursuant to § 161 AktG

In analogous application of the stipulations of the German Corporate Governance Code, the Management and the Supervisory Board of CTS Eventim AG & Co. KGaA have on 10 December 2020 made the following declaration of compliance:

“Since submitting the last declaration of compliance on 7 November 2019 and until 20 March 2020, CTS Eventim AG & Co. KGaA has complied with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version published on 24. April 2017 in the Bundesanzeiger with the exceptions disclosed and explained in the declaration of 7 November 2019.

For the period starting 20 March 2020, Management and Supervisory Bord declare that CTS Eventim AG & Co. KGaA has complied and will comply with the recommendations of the GCGC in the version published on that day in the Bundesanzeiger with the following exceptions:

In addition, CTS Eventim AG & Co. KGaA already adheres in large measure to the additional GCGC suggestions regarding good corporate governance.

Corporate Governance declaration pursuant to § 161 AktG

Pursuant to Section 161 of the Stock Corporation Act (Aktiengesetz - AktG), and in analogous application of the stipulations of the German Corporate Governance Code, the management and the Supervisory Board of CTS Eventim AG & Co. KGaA have on 07 November 2019 made the following declaration of compliance:

“Since submitting the last declaration of compliance, CTS Eventim AG & Co. KGaA has complied, and complies currently and going forward, with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version published on 24. April 2017 in the electronic Bundesanzeiger with the exception of the following recommendations:

In compliance with the regulations governing the Prime Standard segment of the Frankfurt Stock Exchange, interim reports are published within 60 days after the end of each reporting period, since this makes it easier to ensure that reliable figures may also be obtained from the various unlisted group companies in Germany and abroad (GCGC 7.1.2).

No Supervisory Board committees are formed because the Board consists of only four members. Given this situation, the company does not believe the formation of committees to be conducive to increasing the efficiency of the Supervisory Board’s work (GCGC 5.3.1, 5.3.2 and 5.3.3). For the same reason, the Supervisory Board continues to refrain from specifying and publishing concrete objectives for its composition or profiles on skills and expertise (GCGC 5.4.1). A regular limit of length of membership for the members of the Supervisory Board (GCGC 5.4.1) has not been specified, since the company believes personnel continuity has proved its worth and regular replacement would negatively impact efficiency.

No age limit has been specified by the Supervisory Board as yet for members of the Management Board because the company sees no cause for limiting the options available to the Supervisory Board – and hence to shareholders – when appointing members of the Management Board (GCGC 5.1.2).

The D&O policies for the members of the Supervisory Board do not contain own-risk deductions, since such risk contributions appear to be neither required, nor appropriate, nor reasonable in view of the moderate amount of compensation paid (GCGC 3.8).

Although the agenda of the Annual Shareholders’ Meeting and required Management Board reports (if any) may be published on the Internet in addition to the Annual Report, other documents pertaining to agenda items, such as contracts or annual financial statements, are not published in order to protect the company’s confidential information. These documents are made available to company shareholders only, in accordance with statutory requirements (GCGC 2.3.1).”

In addition, CTS Eventim AG & Co. KGaA already adheres in large measure to the additional GCGC suggestions regarding good corporate governance.

Corporate Governance declaration pursuant to § 161 AktG

Pursuant to Section 161 of the Stock Corporation Act (Aktiengesetz - AktG), and in analogous application of the stipulations of the German Corporate Governance Code, the management and the Supervisory Board of CTS Eventim AG & Co. KGaA have on 06 November 2018 made the following declaration of compliance:

“Since submitting the last declaration of compliance, CTS Eventim AG & Co. KGaA has complied, and complies currently and going forward, with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version published on 24. April 2017 in the electronic Bundesanzeiger with the exception of the following recommendations:

In compliance with the regulations governing the Prime Standard segment of the Frankfurt Stock Exchange, interim reports are published within 60 days after the end of each reporting period, since this makes it easier to ensure that reliable figures may also be obtained from the various unlisted group companies in Germany and abroad (GCGC 7.1.2).

No Supervisory Board committees are formed because the Board consists of only four members. Given this situation, the company does not believe the formation of committees to be conducive to increasing the efficiency of the Supervisory Board’s work (GCGC 5.3.1, 5.3.2 and 5.3.3). For the same reason, the Supervisory Board continues to refrain from specifying and publishing concrete objectives for its composition or profiles on skills and expertise (GCGC 5.4.1). A regular limit of length of membership for the members of the Supervisory Board (GCGC 5.4.1) has not been specified, since the company believes personnel continuity has proved its worth and regular replacement would negatively impact efficiency.

No age limit has been specified by the Supervisory Board as yet for members of the Management Board because the company sees no cause for limiting the options available to the Supervisory Board – and hence to shareholders – when appointing members of the Management Board (GCGC 5.1.2).

The D&O policies for the members of the Supervisory Board do not contain own-risk deductions, since such risk contributions appear to be neither required, nor appropriate, nor reasonable in view of the moderate amount of compensation paid (GCGC 3.8).

Although the agenda of the Annual Shareholders’ Meeting and required Management Board reports (if any) may be published on the Internet in addition to the Annual Report, other documents pertaining to agenda items, such as contracts or annual financial statements, are not published in order to protect the company’s confidential information. These documents are made available to company shareholders only, in accordance with statutory requirements (GCGC 2.3.1).”

In addition, CTS Eventim AG & Co. KGaA already adheres in large measure to the additional GCGC suggestions regarding good corporate governance.”

Corporate Governance declaration pursuant to § 161 AktG

Pursuant to Section 161 of the Stock Corporation Act (Aktiengesetz - AktG), and in analogous application of the stipulations of the German Corporate Governance Code, the management and the Supervisory Board of CTS Eventim AG & Co. KGaA have on 09 November 2017 made the following declaration of compliance:

“Since submitting the last declaration of compliance, CTS Eventim AG & Co. KGaA has complied, and complies currently and going forward, with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version published on 24. April 2017 in the electronic Bundesanzeiger with the exception of the following recommendations:

In compliance with the regulations governing the Prime Standard segment of the Frankfurt Stock Exchange, interim reports are published within 60 days after the end of each reporting period, since this makes it easier to ensure that reliable figures may also be obtained from the various unlisted group companies in Germany and abroad (GCGC 7.1.2).

No Supervisory Board committees are formed because the Board consists of only four members. Given this situation, the company does not believe the formation of committees to be conducive to increasing the efficiency of the Supervisory Board’s work (GCGC 5.3.1, 5.3.2 and 5.3.3). For the same reason, the Supervisory Board continues to refrain from specifying and publishing concrete objectives for its composition or profiles on skills and expertise (GCGC 5.4.1). A regular limit of length of membership for the members of the Supervisory Board (GCGC 5.4.1) has not been specified, since the company believes personnel continuity has proved its worth and regular replacement would negatively impact efficiency.

No age limit has been specified by the Supervisory Board as yet for members of the Management Board because the company sees no cause for limiting the options available to the Supervisory Board – and hence to shareholders – when appointing members of the Management Board (GCGC 5.1.2).

The D&O policies for the members of the Supervisory Board do not contain own-risk deductions, since such risk contributions appear to be neither required, nor appropriate, nor reasonable in view of the moderate amount of compensation paid (GCGC 3.8).

Although the agenda of the Annual Shareholders’ Meeting and required Management Board reports (if any) may be published on the Internet in addition to the Annual Report, other documents pertaining to agenda items, such as contracts or annual financial statements, are not published in order to protect the company’s confidential information. These documents are made available to company shareholders only, in accordance with statutory requirements (GCGC 2.3.1).”

In addition, CTS Eventim AG & Co. KGaA already adheres in large measure to the additional GCGC suggestions regarding good corporate governance.

Corporate Governance declaration pursuant to § 161 AktG

Pursuant to Section 161 of the Stock Corporation Act (Aktiengesetz - AktG), and in analogous application of the stipulations of the German Corporate Governance Code, the management and the Supervisory Board of CTS Eventim AG & Co. KGaA have on 15. November 2016 made the following declaration of compliance:

“Since submitting the last declaration of compliance, CTS Eventim AG & Co. KGaA has complied, and complies currently and going forward, with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version published on 12. June 2015 in the electronic Bundesanzeiger with the exception of the following recommendations:

No Supervisory Board committees are formed because the Board consists of only three members. Given this situation, the company does not believe the formation of committees to be conducive to increasing the efficiency of the Supervisory Board’s work (GCGC 5.3.1, 5.3.2 and 5.3.3). For the same reason, the Supervisory Board continues to refrain from specifying concrete objectives regarding its composition (GCGC 5.4.1). A regular limit of length of membership for the members of the Supervisory Board (GCGC 5.4.1) has not been specified, since the company believes personnel continuity has proved its worth and regular replacement would negatively impact efficiency.

In addition, CTS Eventim AG & Co. KGaA already adheres in large measure to the additional GCGC suggestions regarding good corporate governance.

Corporate Governance declaration pursuant to § 161 AktG

Pursuant to Section 161 of the Stock Corporation Act (Aktiengesetz - AktG), and in analogous application of the stipulations of the German Corporate Governance Code, the management and the Supervisory Board of CTS Eventim AG & Co. KGaA have on 17. December 2015 made the following declaration of compliance:

“Since submitting the last declaration of compliance, CTS Eventim AG & Co. KGaA (formerly CTS EVENTIM AG) has complied, and complies currently and going forward, with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version published on 12. June 2015 in the electronic Bundesanzeiger with the exception of the following recommendations:

In addition, CTS Eventim AG & Co. KGaA already adheres in large measure to the additional GCGC suggestions regarding good corporate governance.”

Corporate Governance declaration pursuant to § 161 AktG

Pursuant to Section 161 of the Stock Corporation Act (Aktiengesetz - AktG), and in analogous application of the stipulations of the German Corporate Governance Code, the management and the Supervisory Board of CTS Eventim AG & Co. KGaA have on 26. August 2014 made the following declaration of compliance:

“Since submitting the last declaration of compliance, CTS Eventim AG & Co. KGaA (formerly CTS EVENTIM AG) has complied, and complies currently and going forward, with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version published on 10. June 2013 in the electronic Bundesanzeiger with the exception of the following recommendations:

In addition, CTS Eventim AG & Co. KGaA already adheres in large measure to the additional GCGC suggestions regarding good corporate governance.

Corporate Governance declaration pursuant to § 161 AktG

On 12 November 2013, the Management Board and Supervisory Board of CTS EVENTIM AG submitted another declaration of compliance with the recommendations of the ‘Government Commission on the German Corporate Governance Code’, pursuant to Section 161 of the Stock Corporation Act (Aktiengesetz - AktG). The declaration of compliance reads as follows:

“Since submitting the last declaration of compliance, CTS EVENTIM AG has complied, and continues to comply, with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version published on 10. June 2013 in the electronic Bundesanzeiger with the exception of the following recommendations:

The D&O policies for the Management Board do include own-risk deductions as required by § 93 (2) sentence 3 AktG, but own risk contributions by members of the Supervisory Board appear to be neither required, nor appropriate, nor reasonable in view of the moderate amount of compensation paid (GCGC 3.8).

In addition, CTS EVENTIM AG already adheres in large measure to the additional GCGC suggestions regarding good corporate governance.

Corporate Governance declaration pursuant to § 161 AktG

On 13 November 2012, the Management Board and Supervisory Board of CTS EVENTIM AG submitted another declaration of compliance with the recommendations of the ‘Government Commission on the German Corporate Governance Code’, pursuant to Section 161 of the Stock Corporation Act (Aktiengesetz - AktG). The declaration of compliance reads as follows:

“Since submitting the last declaration of compliance, CTS EVENTIM AG has complied, and continues to comply, with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version published on 15. June 2012 in the electronic Bundesanzeiger with the exception of the following recommendations:

In addition, CTS EVENTIM AG already adheres in large measure to the additional GCGC suggestions regarding good corporate governance.

Corporate Governance declaration pursuant to § 161 AktG

On 20 January 2012, the Management Board and Supervisory Board of CTS EVENTIM AG & Co. KGaA submitted another declaration of compliance with the recommendations of the ‘Government Commission on the German Corporate Governance Code’, pursuant to Section 161 of the Stock Corporation Act (Aktieng-esetz - AktG). The declaration of compliance reads as follows:

“Since submitting the last declaration of compliance, CTS EVENTIM AG & Co. KGaA has complied, and continues to comply, with the recommendations of the Government Commission on the German Corporate Gov-ernance Code (GCGC) in the version dated 26 May 2010, with the exception of the following recom-mendations:

Information relating to third-party companies in which the company is invested are published when such investments are included in consolidation, which means that all the significant in-vestments of the company are disclosed (GCGC 7.1.4).

No Supervisory Board committees are formed because the Board consists of only three mem-bers. Given this situation, the company does not believe the formation of committees to be conducive to increasing the efficiency of the Supervisory Board’s work (GCGC 5.3.1, 5.3.2 and 5.3.3). For the same reason, the Supervisory Board continues to refrain from specifying concrete objectives regarding its composition (GCGC 5.4.1).

Performance-based compensation of Supervisory Board members has been waived for reasons of cost, since such a system would only make sense if accompanied by a substantial increase in the compensation paid to Supervisory Board members (GCGC 5.4.6).

No age limit has been specified by the Supervisory Board as yet for members of the Manage-ment Board because the company sees no cause for limiting the options available to the Su-pervisory Board – and hence to shareholders – when appointing members of the Management Board (GCGC 5.1.2).

Although the agenda of the Annual Shareholders’ Meeting and required Management Board reports (if any) may be published on the Internet in addition to the Annual Report, other docu-ments pertaining to agenda items, such as contracts or annual financial statements, are not published in order to protect the company’s confidential information. These documents are made available to company shareholders only, in accordance with statutory requirements (GCGC, item 2.3.1).

The company continues to assist the shareholders in the use of proxies by arranging for the appointment of a representative to exercise shareholders' voting rights in accordance with in-structions. In the interest of reducing administrative effort and cost, it does, however, not provide arrangements for postal voting (GCGC 2.3.3).”

In addition, CTS EVENTIM AG & Co. KGaA already adheres in large measure to the additional GCGC suggestions regarding good corporate governance.

Corporate Governance declaration pursuant to § 161 AktG

On 9 December 2010, the Management Board and Supervisory Board of CTS EVENTIM AG & Co. KGaA submitted another declaration of compliance with the recommendations of the ‘Government Commission on the German Corporate Governance Code’, pursuant to Section 161 of the Stock Corporation Act (Aktiengesetz - AktG). The declaration of compliance reads as follows:

“Since submitting the last declaration of compliance, CTS EVENTIM AG & Co. KGaA has complied with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC), in the version dated 18 June 2009, and also complies with the recommendations issued by the Government Commission on the German Corporate Governance Code (GCGC), in the version dated 26 May 2010, with the exception of the following recommendations:

Information relating to third-party companies in which the company is invested are published when such investments are included in consolidation, which means that all the significant investments of the company are disclosed (GCGC 7.1.4).

The company continues to assist the shareholders in the use of proxies by arranging for the appointment of a representative to exercise shareholders' voting rights in accordance with instructions. In the interest of reducing administrative effort and cost, it does, however, not provide arrangements for postal voting (GCGC 2.3.3).”

In addition, CTS EVENTIM AG & Co. KGaA already adheres in large measure to the additional GCGC suggestions regarding good corporate governance.

Corporate Governance declaration pursuant to § 161 AktG

On 19 March 2010, the Management Board and Supervisory Board of CTS EVENTIM AG & Co. KGaA submitted another declaration of compliance with the recommendations of the ‘Government Commission on the German Corporate Governance Code’, pursuant to Section 161 of the Stock Corporation Act (Aktiengesetz - AktG). The declaration of compliance reads as follows:

‘Since submitting the last declaration of compliance, CTS EVENTIM AG & Co. KGaA has complied with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC), in the version dated 6 June 2008, and also complies with the recommendations issued by the Government Commission on the German Corporate Governance Code (GCGC), in the version dated 18 June 2009, with the exception of the following recommendations.

In compliance with the regulations governing the Prime Standard segment of the Frankfurt Stock Exchange, interim reports are published within 60 days after the end of each reporting period (GCGC, item 7.1.2), since this makes it easier to ensure that reliable figures may also be obtained from the many unlisted corporations in Germany and abroad.

Information relating to third-party companies in which the company is invested are published when such investments are included in consolidation (GCGC, item 7.1.4), which means that all the significant investments of the company are disclosed.

No Supervisory Board committees are formed because the Board consists of only three members. In the estimation of the company, the creation of committees is not conducive to increasing the efficiency of the Supervisory Board’s work (items 5.3.1, 5.3.2 and 5.3.3).

No age limit has been specified by the Supervisory Board as yet for members of the Management Board (GCGC item 5.1.2) because the company sees no cause for limiting the options available to the Supervisory Board – and hence to shareholders – when appointing members of the Management Board.

The D&O policies for the Management Board and Supervisory Board do not include any own-risk deductions to date (GCGC, item 3.8). Existing contracts for Management Board members will be adjusted, by 01.07.2010, to the new rules in § 93 (2) sentence 3 AktG introduced by the law limiting executive compensation (Vorstandvergütungsbegrenzungsgesetz), but own contributions by members of the Supervisory Board appear to be neither required, nor appropriate, nor reasonable in view of the moderate amount of compensation paid.

Although the agenda of the Annual Shareholders’ Meeting and possibly some Management Board reports may be published on the Internet in addition to the Annual Report, other documents pertaining to agenda items, such as contracts or annual financial statements, are not published in order to protect the company’s confidential information. These documents are made available to company shareholders only, in accordance with statutory requirements (GCGC, item 2.3.1).’

In addition, CTS EVENTIM AG & Co. KGaA already adheres in large measure to the additional GCGC suggestions regarding good corporate governance.

Corporate Governance declaration pursuant to § 161 AktG

On 13.11.2008, the CTS Eventim AG Management Board and Supervisory Board submitted another declaration of compliance regarding the recommendations of the government commission on the German Corporate Governance Code (GCGC) (Deutscher Corporate Governance Kodex (DCGK)) under § 161 of the German Stock Companies Act (AktG). The declaration of compliance reads as follows:

"CTS Eventim AG complies with the recommendations of the government commission on the German Corporate Governance Code (GCGC) as in force from 06.06.2008 onwards with the following exceptions:

In accordance with the regulations governing the Prime Standard Segment of the Frankfurt Stock Exchange, which are binding for the company, the publication of interim reports is effected within 60 days of the end of the relevant reporting period (GCGC fig. 7.1.2).

Information relating to third party companies in which the Company has a shareholding is published only in the case of consolidation (GCGC fig. 7.1.4).

No committees of the Supervisory Board of the Company have been formed, since in any event the Supervisory Board consists of only three members (fig. 5.3.1, 5.3.2 and 5.3.3).

For reasons of cost, the introduction of a performance-related compensation for the members of the Supervisory Board has not been taken into consideration, as this would call for a substantial increase in Supervisory Board members’ compensations (GCGC fig. 5.4.5).

An age limit for members of the Management Board has not so far been set by the Supervisory Board (GCGC fig. 5.1.2).

To date, the D&O policies for the Board and the Supervisory Board have not included a deductible (GCGC fig. 3.8). These policies have been in force for several years and the company does not intend making any changes at present.

In order to protect confidential information, only management reports required by law are published on the internet besides the agenda for the general meeting and the Consolidated Financial Statement, but not other documents like contracts and statements of other companies. These other documents are only made available to the shareholders of the company in accordance with legal requirements (GCGC fig. 2.3.1).”

Furthermore, CTS EVENTIM AG & Co. KGaA already follows in large measure the additional GCGC suggestions regarding Corporate Governance.

Corporate Governance declaration pursuant to § 161 AktG

On 18 December 2007, the CTS Eventim AG Management Board and Supervisory Board submitted another declaration of compliance regarding the recommendations of the government commission on the German Corporate Governance Code (GCGC) (Deutscher Corporate Governance Kodex (DCGK)) under § 161 of the German Stock Companies Act (AktG). The declaration of compliance reads as follows:

"CTS Eventim AG complies with the recommendations of the government commission on the German Corporate Governance Code (GCGC) as published in electronic Bundesanzeiger of 20.07.2007 with the following exceptions:

Information relating to third party companies in which the Company has a shareholding is published only in the case of consolidation (GCGC fig. 7.1.4).

No committees of the Supervisory Board of the Company have been formed, since in any event the Supervisory Board consists of only three members (fig. 5.3.1, 5.3.2 and 5.3.3).

An age limit for members of the Management Board has not so far been set by the Supervisory Board (GCGC fig. 5.1.2).

Furthermore, CTS EVENTIM AG & Co. KGaA already follows in large measure the additional GCGC suggestions regarding Corporate Governance.

Entsprechenserklärung 2006

Vorstand und Aufsichtsrat der CTS Eventim AG haben am 24.01.2007 eine weitere Entsprechenserklärung zu den Empfehlungen der Regierungskommission Deutscher Corporate Governance Kodex gemäß § 161 AktG abgegeben. Die Entsprechenserklärung lautet:

"Die CTS Eventim AG entspricht den Empfehlungen der Regierungskommission Deutscher Corporate Governance Kodex (DCGK) in der im elektronischen Bundesanzeiger vom 24.07.2006 bekannt gemachten Fassung mit den nachfolgend aufgeführten Ausnahmen:

In Übereinstimmung mit der für die im Segment Prime Standard notierte Gesellschaft maßgeblichen Börsenordnung erfolgt die Veröffentlichung der Zwischenberichte binnen 60 Tagen nach Ende des Berichtszeitraums (DCGK Ziff. 7.1.2).

Informationen über Drittunternehmen, an denen die Gesellschaft beteiligt ist, werden nur im Konsolidierungsfall veröffentlicht (DCGK Ziff. 7.1.4).

Eine Bildung von Ausschüssen erfolgt im Aufsichtsrat der Gesellschaft nicht, da dieser ohnehin nur aus drei Mitgliedern besteht (Ziff. 5.3.1).

Von der Einführung eines erfolgsorientierten Vergütungsanteils für die Mitglieder des Aufsichtsrats wurde aus Kostengründen abgesehen, da dies nur bei gleichzeitiger substanzieller Erhöhung der Aufsichtsratsbezüge sinnvoll erschienen wäre (DCGK Ziff. 5.4.5).

Eine Altersgrenze für Vorstandsmitglieder wurde vom Aufsichtsrat bislang nicht festgelegt (DCGK Ziff. 5.1.2).

Die D&O-Policen für Vorstand und Aufsichtsrat enthalten bislang keine Selbstbeteiligung (DCGK Ziff. 3.8). Eine Änderung der bereits seit mehreren Jahren bestehenden Policen strebt die Gesellschaft derzeit nicht an.

Zum Schutz der Geheimhaltungsinteressen der Gesellschaft werden im Internet neben dem Geschäftsbericht zwar auch die Tagesordnung der Hauptversammlung und eventuelle Vorstandberichte hierzu veröffentlicht, nicht jedoch sonstige tagesordnungsrelevante Unterlagen wie bspw. Verträge oder Jahresabschlüsse. Diese Unterlagen werden ausschließlich Aktionären der Gesellschaft nach Maßgabe der dahingehenden gesetzlichen Verpflichtungen zugänglich gemacht (DCGK Ziffer 2.3.1). "

Darüber hinaus folgt die CTS Eventim AG bereits heute weitgehend den zusätzlichen Anregungen des DCGK zu guter Corporate Governance.

Entsprechenserklärung 2005

Vorstand und Aufsichtsrat der CTS Eventim AG haben am 22.12.2005 eine weitere Entsprechenserklärung zu den Empfehlungen der Regierungskommission Deutscher Corporate Governance Kodex gemäß § 161 AktG abgegeben. Die Entsprechenserklärung lautet:

"Die CTS Eventim AG entspricht den Empfehlungen der Regierungskommission Deutscher Corporate Governance Kodex (DCGK) in der im elektronischen Bundesanzeiger vom 20.07.2005 bekannt gemachten Fassung mit den nachfolgend aufgeführten Ausnahmen:

Informationen über Drittunternehmen, an denen die Gesellschaft beteiligt ist, werden nur im Konsolidierungsfall veröffentlicht (DCGK Ziff. 7.1.4).

Eine Bildung von Ausschüssen erfolgt im Aufsichtsrat der Gesellschaft nicht, da dieser ohnehin nur aus drei Mitgliedern besteht (Ziff. 5.3.1).

Eine Altersgrenze für Vorstandsmitglieder wurde vom Aufsichtsrat bislang nicht festgelegt (DCGK Ziff. 5.1.2).

Die Bezüge des Vorstands und des Aufsichtsrats werden nicht individualisiert für jedes Mitglied, sondern jeweils nur in Summe im Anhang zum Jahresabschluss mitgeteilt (DCGK Ziffern 4.2.4 und Ziffer 5.4.5)."

Darüber hinaus folgt die CTS Eventim AG bereits heute weitgehend den zusätzlichen Anregungen des DCGK zu guter Corporate Governance.

Entsprechenserklärung 2003

Vorstand und Aufsichtsrat der CTS Eventim AG haben am 05.12.2003 eine weitere Entsprechenserklärung zu den Empfehlungen der Regierungskommission Deutscher Corporate Governance Kodex gemäß § 161 AktG abgegeben. Die Entsprechenserklärung lautet:

"Die CTS Eventim AG entspricht den Empfehlungen der Regierungskommission Deutscher Corporate Governance Kodex (DCGK) in der im elektronischen Bundesanzeiger vom 04.07.2003 bekannt gemachten Fassung mit den nachfolgend aufgeführten Ausnahmen:

In Übereinstimmung mit der für die im Segment Prime Standard notierte Gesellschaft maßgeblichen Börsenordnung (vormals insoweit nach dem Regelwerk zum Neuen Markt) erfolgt die Veröffentlichung der Zwischenberichte binnen 60 Tagen nach Ende des Berichtszeitraums (DCGK Ziff. 7.1.2).

Informationen über Drittunternehmen, an denen die Gesellschaft beteiligt ist, werden nur im Konsolidierungsfall veröffentlicht (DCGK Ziff. 7.1.4).

Eine Bildung von Ausschüssen erfolgt im Aufsichtsrat der Gesellschaft nicht, da dieser ohnehin nur aus drei Mitgliedern besteht (Ziff. 5.3.1).

Eine Altersgrenze für Vorstandsmitglieder wurde vom Aufsichtsrat bislang nicht festgelegt (DCGK Ziff. 5.1.2).

Darüber hinaus folgt die CTS Eventim AG bereits heute weitgehend den zusätzlichen Anregungen des DCGK zu guter Corporate Governance.

Entsprechenserklärung 2003

Vorstand und Aufsichtsrat der CTS EVENTIM AG & Co. KGaA haben am 05.12.2003 eine weitere Entsprechenserklärung zu den Empfehlungen der Regierungskommission Deutscher Corporate Governance Kodex gemäß § 161 AktG abgegeben. Die Entsprechenserklärung lautet:

"Die CTS EVENTIM AG & Co. KGaA entspricht den Empfehlungen der Regierungskommission Deutscher Corporate Governance Kodex (DCGK) in der im elektronischen Bundesanzeiger vom 04.07.2003 bekannt gemachten Fassung mit den nachfolgend aufgeführten Ausnahmen:

Informationen über Drittunternehmen, an denen die Gesellschaft beteiligt ist, werden nur im Konsolidierungsfall veröffentlicht (DCGK Ziff. 7.1.4).

Eine Bildung von Ausschüssen erfolgt im Aufsichtsrat der Gesellschaft nicht, da dieser ohnehin nur aus drei Mitgliedern besteht (Ziff. 5.3.1).

Eine Altersgrenze für Vorstandsmitglieder wurde vom Aufsichtsrat bislang nicht festgelegt (DCGK Ziff. 5.1.2).

Darüber hinaus folgt die CTS EVENTIM AG & Co. KGaA bereits heute weitgehend den zusätzlichen Anregungen des DCGK zu guter Corporate Governance.

Entsprechenserklärung 2002

Vorstand und Aufsichtsrat der CTS Eventim AG haben am 17.12.2002 die erste Entsprechenserklärung zu den Empfehlungen der Regierungskommission Deutscher Corporate Governance Kodex gemäß § 161 AktG abgegeben. Die Entsprechenserklärung lautet:

"Die CTS Eventim AG entspricht den Empfehlungen der Regierungskommission Deutscher Corporate Governance Kodex (DCGK) mit den nachfolgend aufgeführten Ausnahmen:

In Übereinstimmung mit dem für die Gesellschaft maßgeblichen Regelwerk zum Neuen Markt erfolgt die Veröffentlichung der Zwischenberichte binnen 60 Tagen nach Ende des Berichtszeitraums (DCGK Ziff. 7.1.2).

Informationen über Drittunternehmen, an denen die Gesellschaft beteiligt ist, werden nur im Konsolidierungsfall veröffentlicht (DCGK Ziff. 7.1.4).

Eine Bildung von Ausschüssen erfolgt im Aufsichtsrat der Gesellschaft nicht, da dieser ohnehin nur aus drei Mitgliedern besteht (Ziff. 5.3.1).

Eine Altersgrenze für Vorstandsmitglieder wurde vom Aufsichtsrat bislang nicht festgelegt (DCGK Ziff. 5.1.2).

Darüber hinaus folgt die CTS Eventim AG bereits heute weitgehend den zusätzlichen Anregungen des DCGK zu guter Corporate Governance.

Corporate governance statement in accordance with § 289f HGB

Corporate Governance statement in accordance with Sections 289 f and 315d of the German Commercial Code (HGB)

Declaration of compliance with the German Corporate Governance Code (GCGC) by the general, personally liable partner and by the Supervisory Board of CTS Eventim AG & Co. KGaA, in accordance with Section 161 of the Stock Corporation Act (AktG)

Since submitting the last declaration of compliance dated 10 November 2022, and up to 14 May 2023, CTS Eventim AG & Co. KGaA CTS EVENTIM AG complied with the recommendations of the Government Commission on the German Corporate Governance Code (the ‘Code’) in the version dated 28 April 2022, with the exception of the recommendations listed below:

B.5 (age limit for members of the Management Board), C.2 (age limit for members of the Supervisory Board), D.4 (Nomination Committee), F.2 (publication of interim financial information within 45 days from the end of the reporting period), G.6 (share of variable remuneration for achieving long-term targets), G.10 (long-term variable remuneration) and G.11 (option to retain or reclaim variable remuneration components).

From 15 May 2023 to this day, CTS Eventim AG & Co. KGaA has complied with the recommendations in the Code, with the exception of the recommendations listed below:

B.5 (age limit for members of the Management Board), C.2 (age limit for members of the Supervisory Board), F.2 (publication of interim financial information within 45 days from the end of the reporting period), G.6 (share of variable remuneration for achieving long-term targets), G.10 (long-term variable remuneration) and G.11 (option to retain or reclaim variable remuneration components).

The Management and Supervisory Board declare that CTS Eventim AG & Co. KGaA still complies with and shall continue to comply with the new version of the Code, with the aforementioned exceptions.

For further details as well as explanations and reasons for the aforementioned differences, reference is made to the following Corporate Governance statement pursuant to Sections 289f and 315d HGB, which is made available as part of the Company’s Annual Report on its website.

The declaration of compliance for 2023 is also placed permanently in the public domain on the Company’s website at corporate.eventim.de/en/investor-relations/corporate-governance/.

14 November 2023

On behalf of the Supervisory Board

Dr Bernd Kundrun, Chair of the Supervisory Board

On behalf of the Corporate Management

Klaus-Peter Schulenberg, CEO of EVENTIM Management AG

A. Remuneration paid to members of the Management Board and Supervisory Board / Availability of the remuneration system, remuneration report and remuneration resolution

The remuneration paid to members of the Management Board and Supervisory Board is disclosed annually in the remuneration report pursuant to stock corporation law, in accordance with the statutory provisions and the German Corporate Governance Code (the ‘Code’).

According to Section 120a (1) of the German Stock Corporation Act (Aktiengesetz – AktG), the Annual Shareholders’ Meeting of listed companies shall adopt a resolution on approval for the remuneration system for members of the Management Board as presented to the Supervisory Board each time there is a material change in the remuneration system, but at least every four years. The Annual Shareholders’ Meeting of CTS Eventim AG & Co. KGaA held on 7 May 2021 approved the remuneration system for the Management Board applicable from 2021 with a majority of 85.35%, in accordance with Section 87a (1) AktG. The remuneration system and the respective resolutions are in the public domain on the https://corporate.eventim.de/en/investor-relations/general-meeting/ website, under ‘Shareholders’ Meeting 2021’.

The remuneration of members of the Supervisory Board is specified in Section 15 (Remuneration) of the Articles of Association of CTS Eventim AG & Co. KGaA. According to Section 113 (3) AktG, a resolution on the remuneration of the Supervisory Board members must be adopted by listed companies at least once every four years; a resolution that simply reaffirms the existing remuneration system is permissible. The Annual Shareholders’ Meeting of CTS Eventim AG & Co. KGaA held on 7 May 2021 reaffirmed the remuneration rules for members of the Supervisory Board with a majority of 99.75%. The remuneration system for the members of the Supervisory Board, and the respective resolutions, are in the public domain on the https://corporate.eventim.de/en/investor-relations/general-meeting/ website, under ‘Shareholders’ Meeting 2021’.

According to Section 120a (4) AktG, the Shareholders’ Meeting of listed companies shall decide on approval of the remuneration report for the previous financial year prepared and audited in accordance with Section 162 AktG. The remuneration report for the 2022 financial year, detailing the remuneration of members of the Company’s committees, and the respective auditor’s opinion on the formal audit stipulated by law and on the additional substantive audit are in the public domain on the https://corporate.eventim.de/en/investor-relations/general-meeting/ website, under ‘Shareholders’ Meeting 2023’. The remuneration report for the 2023 financial year, to which the auditor’s opinion is attached, will likewise be placed in the public domain on the https://corporate.eventim.de/en/investor-relations/corporate-governance/ website, under ‘Remuneration reports’.

With regard to recommendations G.6 (share of variable remuneration for achieving long-term targets), G.10 (variable share-based remuneration for achieving long-term targets) and G.11 (possibility of withholding and reclaiming variable remuneration components), the Company deviates from the respective recommendations. This is due to the fact that the employment contracts currently concluded with the Management Board members of the personally liable shareholder do not include provisions relating to those aspects. In the view of the Supervisory Board of the general partner, the current system of variable remuneration has proven itself well over a long period of time. The pursuit of long-term and sustainably positive company growth is ensured, in particular, by the fact that the CEO of the personally liable shareholder is indirectly a major shareholder of the company himself. In that respect, it may be assumed that there is a congruence of interests between the Corporate Management and the shareholders.

Irrespective of that, the Supervisory Board of the general partner regularly reviews the existing system of variable remuneration. Efforts shall be made to take the recommendations of the Code into consideration in the future when concluding new and renewing existing employment contracts. It is intended, accordingly, to present a modified system for the remuneration of Management Board members (remuneration system 2024) to the Shareholders’ Meeting for approval, in which recommendations G.6 (share of variable remuneration for achieving long-term targets) and G.11 (possibility of withholding and reclaiming variable remuneration components) are taken into account. The only remaining deviation from the recommendations of the Code would then concern recommendation G.10 (variable share-based remuneration for achieving long-term targets).

B. Corporate governance practices of CTS Eventim AG & Co. KGaA and the CTS Group

The main corporate governance practices engaged in by CTS Eventim AG & Co. KGaA and the CTS Group are as follows:

Compliance

Compliance at CTS Eventim AG & Co. KGaA is viewed as a fundamental element for well-functioning and ethical corporate governance. Acting with business integrity is an important factor in being perceived as a trustworthy business partner and employer.

To ensure adherence to essential compliance requirements, CTS Eventim AG & Co. KGaA operates a compliance management system (CMS) that was created on the basis of the ‘Principles Governing the Proper Auditing of Compliance Management Systems’ issued by the German Institute of Chartered Public Accountants (IDW) as IDW PS 980.

The purpose of the CMS is to prevent breaches of legal and ethical principles in business transactions and thus to maintain trust in the reputation of CTS Eventim AG & Co. KGaA and to protect the value of the Company. At the same time, the principles laid down by the system are a source of orientation and support for those who work for the Company.

On the basis of a risk-centred approach, appropriate Group guidelines have been drawn up and published throughout the Group in the subsidiaries under its control. CTS Eventim AG & Co. KGaA has installed an independent, impartial and confidential whistleblower system for the entire CTS Group. Employees, customers, suppliers or other third parties thus have an opportunity to draw attention to potential cases of non-compliance via confidential reporting channels and thus to help clear up such cases. Potential human rights violations and environmental offences, including serious risks in those respects, can also be reported through the whistleblower system. The fundamental principles of whistleblower management include protecting the whistleblower against reprisals and ensuring fair procedure.

The structure and procedural organisation of the CMS is routinely checked and adjusted when the need arises.

Code of Conduct

CTS Eventim AG & Co. KGaA has defined its understanding of behaving with integrity in a Code of Conduct that has binding force throughout the Company. This Code of Conduct serves as a central guide for all professional activities and business activities and business relationships with regard to behaviour towards colleagues and business partners, in order to prevent corruption and conflicts of interest, and to further environmental and climate protection. All the employees of the Group, as well as business partners and suppliers, are called upon to take these principles of conduct into account in their company policies. The Code of Conduct therefore sets minimum standards that apply across countries, societies and legal systems.

Sustainability

The CTS Group is not only committed to its shareholders, customers and business partners, but also sees sustainability and a sense of responsibility towards society and the environment as essential cornerstones of entrepreneurial activity. As a corporate group operating internationally in the ticketing and live entertainment industry, the Company has many different points of contact with a wide range of stakeholders. These include performers, promoters and ticket buyers as well as existing and potential employees, but also civil society actors and the environment. The CTS Group is constantly and systematically seeking ways of making a positive contribution towards sustainability for all concerned.

A new materiality assessment was conducted in 2022, due to business having to re-start after pandemic-related measures were lifted. For the CTS Group, the relevant materiality topics according to the CSR Directive Implementation Act (CSR-RUG) and the Non-Financial Reporting Directive (NFRD) are consumers and end users, governance, ethical business practices, data protection and information security. After careful examination and monitoring of business processes, it was established that no significant topics had newly arisen or become inapplicable in the 2023 financial year.

The CTS Group believes that providing information about steps taken and progress achieved in its main areas of activity is not only a duty, but also an opportunity. In this way, valuable knowledge can be gained about the risks and opportunities that lie in corporate value creation. In addition to the long-term economic objectives, the Company’s corporate strategy gives due consideration to environmental and social objectives also, so sustainability-related objectives are also included in corporate planning.

The CTS Group reports separately on non-financial aspects of its activities in accordance with the Strengthening Non-financial Reporting of Companies Act (CSR Directive Implementation Act). Based on its statutory options, the Company has decided to prepare a non-financial Group report separately from the combined management report, in accordance with Sections 315b, 315c in conjunction with Sections 289c-289e of the German Commercial Code.

Further details can be found in the Non-Financial Report of the CTS Group, available at https://corporate.eventim.de/en/investor-relations/corporate-governance/, under ‘Group Non-Financial Report pursuant to Section 315b HGB’.

Human resources policy

The basis for the success of any company is found in the minds of its employees. The strategy pursued by the CTS Group is to systematically and continuously renew and extend the knowledge available within its own organisation by means of recruitment, training programmes and by fostering talented people. One aim is systematically to identify and promote all the human resource potential that exists throughout the Group. In a variety of feedback formats, employees receive feedback on their professional and personal competencies.

Following a pause dictated by the coronavirus pandemic, the further training programmes offered by the CTS Group have been redesigned and are being rolled out successively. Areas for individual development are identified and addressed at bilateral meetings. Language courses and key skills training are also offered. The personnel development programmes for specific target groups are also being redesigned, piloted and offered step-by-step to the individual target groups.

On their way to more responsibility, managers are increasingly supported with individual coaching. For the Company, in-house initial training is an additional element in covering our current and future demand for skilled personnel.

The CTS Group rigorously pursues the aim of being seen both nationally and internationally as an attractive employer. To achieve that goal, human resources management focuses on flat hierarchies, good prospects for development, and a productive working climate in intercultural teams.

The Head of Human Resources Management reports directly to the CEO of the general partner. The human resources strategy is developed in consultation and agreement with the management. In this way, employee interests can be brought directly into key decision-making processes. The Human Resources (HR) department is an internal service provider for all the subsidiaries in the Ticketing segment and for some of the subsidiaries in the Live Entertainment segment. Human resources management in the international subsidiaries is based on a common framework, with the aid of which the subsidiaries are able to shape the respective processes in their own HR management.

Risk management

The risk management system of CTS Eventim AG & Co. KGaA and the CTS Group is an integral part of central and local planning, management and monitoring and adheres to uniform Group standards. The risk management system is integrated as a continuous process (control loop) into business processes, its aim being to systematically identify, assess, control and document material risks, as well as risks that threaten the continued existence of the company as a going concern. Risk management is carried out at the operational process, business unit and company level in the various segments and subsidiaries, and also includes sustainability-related objectives.

Further details can be found in the Risk Report section of the CTS Eventim AG & Co. KGaA Annual Report.

C. Disclosures concerning the workings of the Management Board and Supervisory Board of CTS Eventim AG & Co. KGaA

I. Management structure

Corporate governance of CTS Eventim AG & Co. KGaA, as a German partnership limited by shares and listed on the stock exchange, is regulated first and foremost by the German Commercial Code (Handelsgesetzbuch – HGB) and by the German Stock Corporation Act (Aktiengesetz – AktG) and secondly by the recommendations of the German Corporate Governance Code.

In accordance with the statutory regulations and the Company’s articles of association, CTS Eventim AG & Co. KGaA operates a ‘dual management system’ characterised by strict separation of the general partner and its Management Board (referred to hereinafter as the the ‘Corporate Management’), as the managing body, and the Supervisory Board, as the monitoring body. The Corporate Management and the Supervisory Board work closely together in the interest of the Company. The Annual Shareholders’ Meeting, as the decision-making body of the shareholders, is responsible for fundamental decisions relating to the Company. Together, these three bodies are committed in equal measure to the welfare of the Company and the interests of the shareholders.

II. Supervisory Board

In accordance with the provisions of Sections 96 (1) and 101 (1) Sentence 1 AktG and Section 11 (1) of the Company’s Articles of Association, the Supervisory Board of CTS Eventim AG & Co. KGaA consists of four members to be elected by the Annual Shareholders’ Meeting. At the Annual Shareholders’ Meeting held on 12 May 2022, the Supervisory Board was newly elected as scheduled for the period until the end of the Annual Shareholders’ Meeting that formally approves the activities of the Supervisory Board in the 2024 financial year.

The following persons were elected by the Annual Shareholders’ Meeting as members of the Supervisory Board of CTS Eventim AG & Co. KGaA:

Dr Bernd Kundrun, Hamburg
Dr Cornelius Baur, Munich
Dr Juliane Schulenberg, Hamburg
Mr Philipp Westermeyer, Hamburg

The members of the Supervisory Board are all shareholder representatives. There are no former members of the Management Board of CTS Eventim AG & Co. KGaA on the Supervisory Board. Further information, in particular the CVs of the elected persons and disclosures pursuant to Section 125 (1) Sentence 5 AktG, can be found on the website of CTS Eventim AG & Co. KGaA at https://corporate.eventim.de/en/company/management-bodies/. The term of office of Supervisory Board members is also published on the aforementioned website. At the Supervisory Board meeting immediately following its election by the Annual Shareholders’ Meeting, Dr Kundrun was elected as Chair of the Supervisory Board and Dr Baur as his deputy for the duration of their term of office on the Supervisory Board. Dr Kundrun and Dr Baur were also elected to the Audit Committee of the Supervisory Board, and Dr Baur as its Chair. On 15 May 2023, a Human Resources and Nomination Committee was set up by the Supervisory Board, with Dr Schulenberg as Chairwoman and Dr Kundrun as a member.

The Supervisory Board advises the Corporate Management on managing the company and supervises its activities. The Supervisory Board of the general partner, comprising the same persons, appoints and dismisses the members of the Management Board, decides on the compensation system for members of the Management Board and specifies the total compensation that each receives. The Supervisory Board is involved in all decisions of fundamental importance for CTS Eventim AG & Co. KGaA.

The Supervisory Board makes decisions on a regular basis at meetings and on the basis of detailed documents. The members of the Supervisory Board may also participate at meetings by telephone or video conference; however, that is not the rule. The Supervisory Board meets regularly, also without the Corporate Management, not only on matters concerning the Management Board and the Supervisory Board, but also on strategic, planning and business development issues. The Supervisory Board is informed by the Corporate Management regularly, promptly and comprehensively about all relevant topics. In addition, the Chair of the Board of Management of the general partner informs the Chair of the Supervisory Board routinely and promptly, also between meetings, about important business transactions and coordinates significant decisions with him/her. The Chair of the Supervisory Board coordinates the work of the Supervisory Board, chairs its meetings and represents the interests of the Supervisory Board externally. He/She is willing, as a basic principle, to discuss issues specific to the Supervisory Board with investors.

The Supervisory Board regularly evaluates how effectively it fulfils its duties, inter alia by means of a questionnaire.

The members of the Supervisory Board ensure that they have sufficient time to discharge their responsibilities, and make use of the initial and further training at their own behest. The Company provides them with appropriate support in that regard by sending information about initial and further training opportunities to members of the Supervisory Board at regular intervals. New members of the Supervisory Board are familiarised in detail with its work. None of the Supervisory board members holds more than five Supervisory Board offices for listed companies that are not in the Group, whereby a chairpersonship counts double. For details on participation of individual Supervisory Board members at the Supervisory Board meetings of the Company, and on any initial and further training measures carried out, reference is made to the Supervisory Board report included in the Annual Report of CTS Eventim AG & Co. KGaA.

The Supervisory Board has adopted standing orders which lay down the principles governing how members of the Supervisory Board work together. Since 9 June 2021, the standing orders of the Supervisory Board also provide for the formation of committees. An Audit Committee was accordingly appointed, and a Human Resources and Nomination Committee was set up on 15 May 2023. The standing orders of the Supervisory Board are available on the Company’s website at https://corporate.eventim.de/en/investor-relations/corporate-governance/.

The auditor of the annual financial statements supports the Supervisory Board in monitoring the management of the Company, in particular in auditing the accounts and monitoring the control and risk management systems relating to accounting. The auditor’s opinion informs the equity market that the accounts are properly kept in accordance with statutory regulations. The Supervisory Board has agreed with the auditor of the annual financial statements that the auditor shall immediately inform the Board of all its findings and occurrences of relevance to its tasks and which become known to the auditor while conducting the audit, and that the auditor shall inform the Board and note in the audit report if the auditor, while conducting the audit, establishes facts which show a misstatement in the declaration on compliance with the German Corporate Governance Code made by the general partner and the Supervisory Board. In addition, the Supervisory Board evaluates the quality of the audit on a regular basis.

a) Objectives, competence profile and implementation status

The Supervisory Board discussed its specific company-specific objectives, and the profile of skills and expertise for its composition, most recently in November 2022. These objectives take into account the international activities of the Company, potential conflicts of interest, the number of independent Supervisory Board members, and diversity, in particular the appropriate participation of women. According to its competence profile, the Supervisory Board as a whole shall have the knowledge, skills and professional experience required to properly perform its duties. The profile of skills and expertise for the Supervisory Board also now includes, as a requirement, expertise on the sustainability issues relevant to the enterprise. The current implementation status of the skills and expertise profile is disclosed in the following qualification matrix.

All members of the Supervisory Board shall also meet the personal competence requirements needed to carry out their tasks. The Supervisory Board as a whole shall also be familiar with the sector of industry in which the Company operates. The necessary professional competence shall also be provided by at least one member. The objectives and the competence profile are part of the diversity concept for the composition of the Supervisory Board.

Internationality

Every member of the Supervisory Board must have an open attitude towards the international orientation of the Company. At least one member should specifically embody the international orientation and therefore have special international experience.

Women

On 1 May 2015, the ‘Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector Act’ (FüPoG) entered into force, which was further developed and improved by the 'Second Leadership Positions Act’ (FüPoG II) that entered into force on 12 August 2021. In accordance with said law, we report on our goals and on the current implementation status: The target of having a percentage of women on the Supervisory Board of at least 30% (target figure) by the year 2021 was achieved by the time the Supervisory Board was enlarged from three to four members in 2021. For the following years until 2026, the Supervisory Board has set the target figure for the percentage of women on the Supervisory Board at 25%. The target figure equals the full number of persons and is not less than the percentage achieved.

Age limit and term of membership

A fixed age limit for members of the Supervisory Board has not yet been set by the Supervisory Board, as the objectives and competence profile for the composition of the Supervisory Board can basically be ensured irrespective of age, extensive experience may play a special role in that regard, and because the Company sees no reason, especially with regard to diversity, to limit the options available to the Annual Shareholders’ Meeting when appointing the Supervisory Board. The aim as regards the composition of the Supervisory Board is that different age groups are adequately represented. The age and the duration of membership of the Supervisory Board are disclosed for each member in the profiles of Supervisory Board members provided on the Company’s website, and also in the above qualification matrix.

Independence

The Supervisory Board shall have what it considers to be an appropriate number of independent members, and shall take the ownership structure into account thereby. A member of the Supervisory Board is deemed to be independent if he/she is independent of the Company and its Corporate Management, and independent of a controlling shareholder. Three quarters of the members of the Supervisory Board are independent. The Supervisory Board assumes, purely by way of precaution, that one Supervisory Board member who has relations with the controlling shareholder is to be considered non-independent. Regardless of that, the Supervisory Board believes that relations with the controlling shareholder do not constitute per se a risk of a material and lasting conflict of interest; it assumes, rather, given the lack of overlap in business activities, that the interests of the Company and those of its major shareholder are congruent to a large extent. In that respect, the Supervisory Board assumes that Supervisory Board members Dr Kundrun, Dr Baur and Mr Westermeyer, at least, are independent not only of the controlling shareholder, but also of the Company and its Corporate Management. In the estimation of the Supervisory Board, Dr Kundrun is also to be regarded as independent of the Company and its Corporate Management, even though he has been a member of the Supervisory Board for more than thirteen years. The Supervisory Board believes that its many years of experience and its company-specific knowledge enable it to advise and supervise the Corporate Management in a sustainable and objective manner. No member of the Supervisory Board performs an executive or advisory function for significant competitors or is personally associated with a significant competitor.

Potential conflicts of interest

By setting its objectives in respect of independence, the Supervisory Board also addresses potential conflicts of interest on the part of its members. Every member of the Supervisory Board must disclose any conflicts of interest to the Supervisory Board through its Chair. In its report to the Annual Shareholders’ Meeting, the Supervisory Board reports on any conflicts of interest that have arisen and how they are dealt with. If there are any significant and non-temporary conflicts of interest, the member in question must resign from office. Significant transactions with the Company on the part of Supervisory Board members and persons associated with them require the approval of the Supervisory Board, if involvement of the Supervisory Board is not already required by law, and must comply with standards customary in the industry.

b) Committees

With the adoption of new standing orders for the Supervisory Board on 9 June 2021, the Supervisory Board adopted general rules for committees and appointed an Audit Committee with specific responsibility for monitoring the accounting process, the effectiveness of the internal control system, the risk management system, the internal audit system and the audit of the financial statements, in particular the selection and independence of the auditor and the additional services provided by the auditor. The Audit Committee may make recommendations or proposals for ensuring the integrity of the accounting process. The Audit Committee shall also audit the accounting and compliance and shall conduct regular quality assessment in respect of the audit of financial statements. Accounting includes the consolidated financial statements and the Group management report (including CSR reporting), financial information issued in the course of the year and the standalone financial statements in accordance with the German Commercial Code.

As at 31 December 2023, the Audit Committee consists of the following members: Dr Baur and Dr Kundrun. The Chair of the Audit Committee is Dr Baur. According to Section 100 (5) AktG, 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. According to the German Corporate Governance Code, expertise in the field of accounting shall consist of special knowledge and experience relating to the application of accounting principles and internal control and risk management systems, and expertise in the field of auditing shall consist of special knowledge and experience relating to the auditing of financial statements. Accounting and auditing also include sustainability reports and the auditing thereof. The Chair of the Audit Committee shall have appropriate expertise in at least one of the two areas.

The Supervisory Board and its Audit Committee each have at least one member who has expertise in the field of accounting, namely Dr Kundrun, and another member who has expertise in both accounting and auditing, namely the Chair of the Audit Committee, Dr Baur.

In the course of his professional career, Dr Kundrun worked for many years in various Bertelsmann Group companies as manager, CEO, Management Board member and as Managing Partner. He therefore has special knowledge and experience in the application of accounting principles and internal control and risk management systems, including sustainability reporting. His work as Managing Director and Management Board member also involves dealing with and reporting on non-financial aspects. As a Managing Partner of Start 2 Ventures GmbH, Dr Bernd Kundrun has knowledge of sustainability reporting requirements and of current developments in that area.

Dr Baur has special knowledge and experience in the field of accounting, having worked for many years for the global management consultancy McKinsey & Company Inc. in a capacity as Managing Partner Germany & Austria, member of the global Executive Board and member of the global Supervisory Board, as well as Chairman of the global Finance Committee. Due to the aforementioned activities and to his many years of experience as a Management Board member, he also has special knowledge and experience in the application of accounting principles. Dr Baur is independent of the controlling shareholder. As a former Finance Committee Chairman and current CEO of the European Healthcare Acquisitions and Growth Company B.V., Dr Baur also has in-depth knowledge in the field of sustainability reporting. He follows current developments in the field of sustainability reporting and its auditing and is actively involved in related discussions. He will also apply this expertise on the Company’s Supervisory Board and Audit Committee.

On 15 May 2023, a Human Resources and Nomination Committee was set up by the Supervisory Board, with Dr Schulenberg as Chairwoman and Dr Kundrun as a member. The Human Resources and Nomination Committee is composed exclusively of shareholder representatives. One of the responsibilities of the Human Resources and Nomination Committee is to give the Supervisory Board the names of suitable candidates for its proposals to the Annual Shareholders’ Meeting for the election of Supervisory Board members. In addition to the knowledge, skills and professional experience required of the proposed candidates, it also takes into consideration the objectives specified by the Supervisory Board and the adopted skills profile for its composition.

III. Management Board of the general partner (Corporate Management)

The Corporate Management is responsible for managing the Company with the aim of sustainable value creation. The principle of collective responsibility applies in this regard, i.e. the members of the Corporate Management share overall responsibility for managing the Company. They develop the corporate strategy and coordinate efforts with the Supervisory Board to ensure that it is implemented. The Management Board of the general partner has three members.

The members of the Management Board of the general partner are appointed by the Supervisory Board of the general partner. In doing so, the Supervisory Board takes diversity aspects into consideration. The first appointment of Management Board members is for a term of three years at most. A re-appointment before the end of a year prior to the end of the appointed term, with simultaneous termination of the current appointment, shall only be made if special circumstances prevail. The Supervisory Board of the general partner has not specified any age limit as yet for members of the Management Board, because the company sees no cause for limiting the options available to the Supervisory Board of the general partner – and hence to shareholders – when appointing members of the Management Board. The duties of the Management Board are distributed according to functional aspects. The allocation of responsibilities to the members of the general partner’s Management Board involves three main positions: Chief Executive Officer (CEO), Chief Finance Officer (CFO) and Chief Operating Officer (COO).

The Corporate Management sets the corporate objectives and the strategic orientation of the Group, coordinates and agrees on these with the Supervisory Board, ensures that they are implemented and discusses the status of implementation with the Supervisory Board at regular intervals. It is responsible for managing and monitoring the Group, its corporate budgeting with annual and multiannual budgets, the preparation of quarterly half-yearly reports, the annual and consolidated financial statements, and the financing of the Group. Corporate Management also ensures that there are appropriate risk management and risk controlling systems in place, ensures compliance with statutory regulations and internal Group policies, and takes action to ensure that they are complied with by Group member companies (Compliance), inter alia by means of an appropriate compliance management system geared to the specific risk situation, the basic features of which are disclosed in the Sustainability Report. When assigning management responsibilities, Corporate Management focuses on diversity.

The Corporate Management informs the Supervisory Board regularly, promptly and comprehensively about all aspects of business performance that are material to the CTS Group, about major business transactions and about the current earnings situation, including the risk situation and risk management. Discrepancies between the actual course of business and previously defined budgets and targets are discussed and explained in detail. The Corporate Management also reports regularly on compliance, i.e. the action taken to adhere to statutory regulations and internal company policies, which is likewise the responsibility of the Corporate Management.

The Corporate Management generally holds weekly meetings chaired by the CEO of the general partner. Its resolutions are adopted by simple majority, as a rule. The members of the Corporate Management shall work together as colleagues and shall inform each other mutually and continually about important measures and occurrences falling within their remit.

The members of the general partner’s Management Board shall immediately disclose any conflicts of interest that may potentially arise to the general partner’s Supervisory Board and shall inform their colleagues accordingly. Significant transactions with the Company on the part of members of the Management Board and persons associated with them require the approval of the general partner’s Supervisory Board and must comply with standards customary in the industry. Accepting spare-time work also requires the approval of the general partner’s Supervisory Board.

Together with the Corporate Management, the Supervisory Board of the general partner shall ensure long-term succession planning with regard to appointments to the Corporate Management. The Company endeavours to appoint a mixture of external and internal candidates as members of the general partner’s Management Board. The task of Corporate Management is to propose a sufficient number of suitable persons to the general partner’s Supervisory Board as internal candidates. Long-term succession planning is based on the Company’s corporate strategy. It is based on systematic management development involving the following essential elements:

Early identification of suitable candidates from different disciplines, nationalities and genders;
Systematic development of managers by successfully taking on duties involving increasing responsibility, if possible in a variety of businesses, regions and functions;
Proven, successful, strategic and operational determination and leadership, especially under challenging business conditions;
Role-model function with regard to implementation of corporate values

If necessary, external expertise shall also be brought in when making appointments. The predefined requirements for appointments to a Management Board position play a key role in the decision-making process. The particular person to be appointed to a specific Management Board position shall be decided upon by the Supervisory Board of the general partner in the interest of the Company and taking all the circumstances of the individual case into consideration.

D. Disclosures regarding the target figures for the percentage of women in the top management levels at CTS Eventim AG & Co. KGaA

The Corporate Management of CTS Eventim AG & Co. KGaA has decided, in accordance with Section 76 (4) AktG, that by the year 2021 the percentage of women in the first tier of management below the general partner’s Management Board (Vice Presidents/Directors) is targeted at 12.5%, and in the second tier of management (Head of Department) at 33%. With a current quota of 16.7% (as of December 2023) at the Vice President/Director level, the Company is ahead of the prior-year figure (10.0%). At the Head of Department level, the quota as of December 2023 is 21.4% and thus ahead of the prior-year figure (17.9%). For the following years until 2026, the target figures set by the Corporate Management for the percentage of women in the first tier of management below the Management Board of the general partner (Vice Presidents/Directors) at 11.1% and in the second management level (Head of Department) at 20%. The target figures are the same as the full number of persons and is not less than the respective percentage achieved. The new targets are minimum values and an expression of the current situation, as already evident and which is expected to worsen in future, in which access to top managers is made more difficult by the short supply of managers. In the interest of sustainable and successful further development of the Company, the management therefore wants to maintain the greatest possible flexibility in its personnel policy.

E. Transparency and external reporting

Any new material facts communicated to financial analysts and similar addressees shall be provided to the shareholders without delay by the Company. Shareholders and third parties are specifically informed by the consolidated financial statements and the Group management report (including the CSR reports) as well as by financial information issued in the course of the year. In derogation from Recommendation F.2 of the German Corporate Governance Code, interim reports are published within 60 days after the end of each reporting period, as this makes it easier to ensure that reliable figures may also be obtained from the various unlisted group companies in Germany and abroad.

8 March 2024

On behalf of the Management of CTS Eventim AG & Co. KGaA, represented by the Management Board of EVENTIM Management AG (the general partner)

Klaus-Peter Schulenberg Holger Hohrein Alexander Ruoff

Corporate Governance statement in accordance with Sections 289 f and 315d of the German Commercial Code (HGB)

Since submitting the last declaration of compliance dated 11 November 2021, and up to 27 June 2022, the day on which the new version of the German Corporate Governance Code of 28 April 2022 entered into force, CTS Eventim AG & Co. KGaA complied with the recommendations of the Government Commission on the German Corporate Governance Code in the version dated 16 December 2019, with the exception of the recommendations listed below:

B.5 (age limit for members of the Management Board), C.2 (age limit for members of the Supervisory Board), D.4 second recommendation (chair of the Audit Committee), D.5 (Nomination Committee), F.2 (publication of interim financial information within 45 days from the end of the reporting period), G.6 (share of variable remuneration for achieving long-term targets), G.10 (long-term variable remuneration) and G.11 (option to retain or reclaim variable remuneration components).

As from June 27, 2022, CTS Eventim AG & Co. KGaA has complied with the recommendations in the new version of the German Corporate Governance Code dated 28 April 2022, with the following exceptions:

A.1 (social and environmental factors), A.3 (coverage of sustainability-related objectives), B.5 (age limit for members of the Management Board), C.1 third recommendation (expertise regarding sustainability issues included in the skills and expertise profile of the Supervisory Board), C.2 (age limit for members of the Supervisory Board), D.4 (Nomination Committee), F.2 (publication of interim financial information within 45 days from the end of the reporting period), G.6 (share of variable remuneration for achieving long-term targets), G.10 (long-term variable remuneration) and G.11 (option to retain or reclaim variable remuneration components).

The Management and Supervisory Board declare that, as from today, CTS Eventim AG & Co. KGaA complies with and will comply with the new version of the German Corporate Governance Code dated 28 April 2022, with the following exceptions:

The declaration of compliance for 2022 is also placed permanently in the public domain on the Company’s website at https://corporate.eventim.de/investor-relations/corporate-governance/.

10 November 2022

On behalf of the Supervisory Board

Dr Bernd Kundrun, Chair of the Supervisory Board

On behalf of the Corporate Management

Klaus-Peter Schulenberg, CEO of EVENTIM Management AG

A. Corporate governance practices of CTS Eventim AG & Co. KGaA and the CTS Group

The main corporate governance practices engaged in by CTS Eventim AG & Co. KGaA and the CTS Group are as follows:

Compliance

On the basis of a risk-centred approach, appropriate Group guidelines have been drawn up and published throughout the Group in the subsidiaries under its control. CTS Eventim AG & Co. KGaA has installed an internal whistleblower management system with a whistleblower committee. It facilitates the reporting and investigation of indications of possible breaches of compliance rules or of harmful actions and illegal practices that could jeopardise the reputation of the Company and result in financial losses. Protection of the whistleblower is one of the fundamental principles of whistleblower management.

The structure and procedural organisation of the CMS is routinely checked and adjusted when the need arises.

Code of Conduct

CTS Eventim AG & Co. KGaA has defined its understanding of behaving with integrity in a Code of Conduct that has binding force throughout the Company. This Code of Conduct serves as a central guide for all professional activities and business activities and business relationships with regard to behaviour towards colleagues and business partners, in order to prevent corruption and conflicts of interest, and to further environmental and climate protection. All the employees of the Group, as well as business partners and suppliers, are called upon to take these principles of conduct into account in their company policies. It therefore sets minimum standards that apply across countries, societies and legal systems.

Sustainability

Even in times of crisis, the CTS Group is not only committed to its shareholders, customers and business partners, but also sees sustainability and a sense of responsibility towards society and the environment as essential cornerstones of entrepreneurial activity. As a corporate group operating internationally in the ticketing and live entertainment industry, the Company has many different points of contact with a wide range of stakeholders. These include performers, promoters and ticket buyers as well as existing and potential employees, but also civil society actors and the environment. The CTS Group is constantly and systematically seeking ways of making a positive contribution towards sustainability for all concerned.

As early as 2017, based on internal analyses concerning the advancement of sustainability, the CTS Group identified six priority areas for its further sustainable growth: customer focus, product performance and safety, compliance management, workforce interests, corporate citizenship, and the climate and environment. The CTS Group believes that providing information about steps taken and progress achieved in its main areas of activity is not only a duty, but also an opportunity. In this way, valuable knowledge can be gained about the risks and opportunities that lie in corporate value creation. The relevance of these areas of reporting is substantially verified for the 2022 financial year, so reporting on the Company’s engagement will be continued accordingly. In addition to the long-term economic objectives, the Company’s corporate strategy now gives due consideration to environmental and social objectives also, so sustainability-related objectives are also included in corporate planning.

Further details can be found in the Non-Financial Report of the CTS Group, available at https://corporate.eventim.de/investor-relations/corporate-governance/.

Human resources policy

The basis for the success of any company is found in the minds of its employees. The strategy pursued by the CTS Group is to systematically and continuously renew and extend the knowledge available within its own organisation by means of recruitment, initial training and trainee programmes, and by fostering talented people. One aim is systematically to identify and promote all the human resource potential that exists throughout the Group. In the 360° feedback procedure, employees receive feedback on their personal competencies.

The CTS Group offers a wide range of continuing training programmes: an eLearning portal is used in the Ticketing segment in Germany, for example. There are special development programmes for managers, specialists and project managers. Language courses and key skills training are also offered. More and more emphasis is also being placed on agility: the HR department gives responsibilities back to teams and also allows them to organise their own development.

In addition to a wide range of eLearning programmes, centrally organised initial and continuing training is also provided. On their way to more responsibility, managers are increasingly supported with individual coaching. For the Company, in-house initial training is an additional element in covering our current and future demand for skilled personnel.

Measures relating to human resources policy were again subjected to limitations in 2022 due to the persistent Covid-19 pandemic and the subsequent resumption of business operations.

The Head of Human Resources Management reports directly to the CEO of the general partner. The human resources strategy is developed in consultation and agreement with the management. In this way, employee interests can be brought directly into key decision-making processes. The Human Resources (HR) department is an internal service provider for all the subsidiaries in the Ticketing segment. HR also performs a coordinating and important function for the Live Entertainment segment and the international organisation. Human resources management in the international subsidiaries is based on a common framework, with the aid of which the subsidiaries are able to shape the respective processes in their own HR management.

Risk management

Further details can be found in the Risk Report section of the CTS Eventim AG & Co. KGaA Annual Report.

B. Disclosures concerning the workings of the Management Board and Supervisory Board of CTS Eventim AG & Co. KGaA

I. Management structure

In accordance with the statutory regulations and the Company’s articles of association, CTS Eventim AG & Co. KGaA operates a ‘dual management system’ characterised by strict separation of the general partner and its Management Board (referred to hereinafter as the Corporate Management), as the managing body, and the Supervisory Board, as the monitoring body. The Corporate Management and the Supervisory Board work closely together in the interest of the Company. The Annual Shareholders’ Meeting, as the decision-making body of the shareholders, is responsible for fundamental decisions relating to the Company. Together, these three bodies are committed in equal measure to the welfare of the Company and the interests of the shareholders.

II. Supervisory Board

The following persons were elected by the Annual Shareholders’ Meeting as members of the Supervisory Board of CTS Eventim AG & Co. KGaA:

Dr Bernd Kundrun, Hamburg
Dr Cornelius Baur, Munich
Dr Juliane Schulenberg, Hamburg
Mr Philipp Westermeyer, Hamburg

The members of the Supervisory Board are all shareholder representatives. There are no former members of the Management Board of CTS Eventim AG & Co. KGaA on the Supervisory Board. Further information, in particular the CVs of the elected persons and disclosures pursuant to Section 125 (1) Sentence 5 AktG, can be found on the website of CTS Eventim AG & Co. KGaA at https://corporate.eventim.de/de/unternehmen/fuehrungsgremien/. The term of office of Supervisory Board members is also published on the aforementioned website. At the Supervisory Board meeting immediately following its election by the Annual Shareholders’ Meeting, Dr Kundrun was elected as Chair of the Supervisory Board and Dr Baur as his deputy for the duration of their term of office on the Supervisory Board. Dr Kundrun and Dr Baur were also elected to the Audit Committee of the Supervisory Board, and Dr Baur as its Chair.

The Supervisory Board regularly evaluates how effectively it fulfils its duties, inter alia by means of a questionnaire.

The members of the Supervisory Board ensure that they have sufficient time to discharge their responsibilities, and make use of the initial and further training at their own behest. The Company provides them with appropriate support in that regard by sending information about initial and further training opportunities to members of the Supervisory Board at regular intervals. New members of the Supervisory Board are familiarised in detail with its work. None of the Supervisory board members holds more than five Supervisory Board offices for listed companies that are not in the Group, whereby a chairpersonship counts double. For details on participation of individual Supervisory Board members at the Supervisory Board meetings of the Company, and on the initial and further training measures carried out, reference is made to the Supervisory Board report included in the Annual Report of CTS Eventim AG & Co. KGaA.

The Supervisory Board has adopted standing orders which lay down the principles governing how members of the Supervisory Board work together. Since 9 June 2021, the standing orders of the Supervisory Board also provide for the formation of committees. An audit committee was accordingly appointed. The standing orders of the Supervisory Board are available on the Company’s website at corporate.eventim.de/en/investor-relations/corporate-governance/.

a) Objectives, competence profile and implementation status

Internationality

Women

Age limit and term of membership

Independence

The Supervisory Board shall have what it considers to be an appropriate number of independent members, and shall take the ownership structure into account thereby. A member of the Supervisory Board is deemed to be independent if he/she is independent of the Company and its Corporate Management, and independent of a controlling shareholder. Three quarters of the members of the Supervisory Board are independent. The Supervisory Board assumes, purely by way of precaution, that one Supervisory Board member who has relations with the controlling shareholder is to be considered non-independent. Regardless of that, the Supervisory Board believes that relations with the controlling shareholder do not constitute per se a risk of a material and lasting conflict of interest; it assumes, rather, given the lack of overlap in business activities, that the interests of the Company and those of its major shareholder are congruent to a large extent. In that respect, the Supervisory Board assumes that Supervisory Board members Dr Kundrun, Dr Baur and Mr Westermeyer, at least, are independent not only of the controlling shareholder, but also of the Company and its Corporate Management. In the estimation of the Supervisory Board, Dr Kundrun is also to be regarded as independent of the Company and its Corporate Management, even though he has been a member of the Supervisory Board for more than twelve years. The Supervisory Board believes that its many years of experience and its company-specific knowledge enable it to advise and supervise the Corporate Management in a sustainable and objective manner. No member of the Supervisory Board performs an executive or advisory function for significant competitors or is personally associated with a significant competitor.

Potential conflicts of interest

b) Committees

As at 10 November 2022, the Audit Committee consists of the following members: Dr Baur and Dr Kundrun. The Chair of the Audit Committee is Dr Baur. According to Section 100 (5) AktG, 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. According to the German Corporate Governance Code, expertise in the field of accounting shall consist of special knowledge and experience relating to the application of accounting principles and internal control and risk management systems, and expertise in the field of auditing shall consist of special knowledge and experience relating to the auditing of financial statements. Accounting and auditing also include sustainability reports and the auditing thereof. The Chair of the Audit Committee shall have appropriate expertise in at least one of the two areas.

In the course of his professional career, Dr Kundrun worked for many years in various Bertelsmann companies as manager, CEO, Management Board member and as Managing Partner. He therefore has special knowledge and experience in the application of accounting principles and internal control and risk management systems, including sustainability reporting. His work as Managing Director and Management Board member also involves dealing with and reporting on non-financial aspects. As a Managing Partner of Start 2 Ventures GmbH, Dr Bernd Kundrun has knowledge of sustainability reporting requirements and of current developments in that area.

Dr Baur has special knowledge and experience in the field of accounting, having worked for many years for the global management consultancy McKinsey & Company Inc. in a capacity as Managing Partner Germany & Austria, member of the global Executive Board and member of the global Supervisory Board, as well as Chairman of the global Finance Committee. Due to the aforementioned activities and to his many years of experience as a Management Board member, he also has special knowledge and experience in the application of accounting principles. Dr Baur is independent of the controlling shareholder. As a former Finance Committee Chairman and current CEO of the European Healthcare Acquisitions and Growth Company B.V., Dr Baur also has in-depth knowledge in the field of sustainability reporting. He follows current developments in the field of sustainability reporting and its auditing and is actively involved in related discussions. He will apply this expertise on the Company’s Supervisory Board and Audit Committee.

Formation of a Nomination Committee has been waived due to the small size of the Supervisory Board. The Supervisory Board consists exclusively of shareholder representatives anyhow, and it is up to all its members to nominate suitable candidates for its proposals to the Shareholders' Meeting regarding the election of Supervisory Board members. In the opinion of the Company, it is not expedient in these circumstances to set up a Nomination Committee.

III. Management Board of the general partner (Corporate Management)

The members of the Management Board of the general partner are appointed by the Supervisory Board, taking diversity into consideration. The first appointment of Management Board members is for a term of three years at most. A re-appointment before the end of a year prior to the end of the appointed term, with simultaneous termination of the current appointment, shall only be made if special circumstances prevail. No age limit has been specified by the Supervisory Board as yet for members of the Management Board, because the company sees no cause for limiting the options available to the Supervisory Board – and hence to shareholders – when appointing members of the Management Board. The duties of the Management Board are distributed according to functional aspects. The allocation of responsibilities to the members of the general partner’s Management Board involves three main positions: Chief Executive Officer (CEO), Chief Finance Officer (CFO) and Chief Operating Officer (COO).

The members of the general partner’s Management Board shall immediately disclose any conflicts of interest that may potentially arise to the Supervisory Board and shall inform their colleagues accordingly. Significant transactions with the Company on the part of members of the Management Board and persons associated with them require the approval of the Supervisory Board and must comply with standards customary in the industry. Accepting spare-time work also requires the approval of the Supervisory Board.

Together with the Corporate Management, the Supervisory Board shall ensure long-term succession planning with regard to appointments to the Corporate Management. The Company endeavours to appoint a mixture of external and internal candidates as members of the general partner’s Management Board. The task of Corporate Management is to propose a sufficient number of suitable persons to the Supervisory Board as internal candidates. Long-term succession planning is based on the Company’s corporate strategy. It is based on systematic management development involving the following essential elements:

Early identification of suitable candidates from different disciplines, nationalities and genders;
Systematic development of managers by successfully taking on duties involving increasing responsibility, if possible in a variety of businesses, regions and functions;
Proven, successful, strategic and operational determination and leadership, especially under challenging business conditions;
Role-model function with regard to implementation of corporate values

If necessary, external expertise shall also be brought in when making appointments. The predefined requirements for appointments to a Management Board position play a key role in the decision-making process. The particular person to be appointed to a specific Management Board position shall be decided upon by the Supervisory Board in the interest of the Company and taking all the circumstances of the individual case into consideration.

C. Disclosures regarding the target figures for the percentage of women in the top management levels at CTS Eventim AG & Co. KGaA

The Corporate Management of CTS Eventim AG & Co. KGaA has decided, in accordance with Section 76 (4) AktG, that by the year 2021 the percentage of women in the first tier of management below the general partner’s Management Board (Vice Presidents/Directors) is targeted at 12.5%, and in the second tier of management (Head of Department) at 33%. With a current quota of 10.0% (as of December 2022) at the Vice President/Director level, the Company is short of the prior-year figure (11.1%). At the Head of Department level, the quota as of December 2022 is 17.9% and thus ahead of the prior-year figure (16.0%). For the following years until 2026, the target figures set by the Corporate Management for the percentage of women in the first tier of management below the Management Board of the general partner (Vice Presidents/Directors) at 11.1% and in the second management level (Head of Department) at 20%. The target figures are the same as the full number of persons and is not less than the respective percentage achieved. The new targets are minimum values and an expression of the current situation, as already evident and which is expected to worsen in future, in which access to top managers is made more difficult by the short supply of managers. In the interest of sustainable and successful further development of the Company, the management therefore wants to maintain the greatest possible flexibility in its personnel policy.

D. Transparency and external reporting

E. Remuneration of Management Board and Supervisory Board members

The remuneration paid to members of the Management Board and Supervisory Board is disclosed annually in the remuneration report included in the combined management report in accordance with the statutory provisions and the German Corporate Governance Code.

With regard to recommendations G.6 (share of variable remuneration for reaching long-term targets), G.10 (long-term variable remuneration) and G.11 (possibility of withholding and reclaiming variable remuneration components), the Company deviates from the respective recommendations. This is due to the fact that the employment contracts currently concluded with the Management Board members of the personally liable shareholder do not include provisions relating to those aspects. In the view of the Company’s Supervisory Board, the current system of variable remuneration has proven itself well over a long period of time. The pursuit of long-term and sustainably positive company growth is ensured, in particular, by the fact that the CEO of the personally liable shareholder is indirectly a major shareholder of the company himself. In that respect, it may be assumed that there is a congruence of interests between the Corporate Management and the shareholders.

Irrespective of that, the Supervisory Board regularly reviews the existing system of variable remuneration. Efforts shall be made to take the recommendations of the GCGC into consideration in the future when concluding new and renewing existing employment contracts. Due to an amendment to the Articles of Association adopted at the 2021 Annual Shareholders’ Meeting, the option has already been created to set up an stock option programme as part of the Contingent Capital, and which complies with the requirements of recommendations G.6, G.10 and G.11.

09 March 2023

On behalf of the Corporate Management of CTS Eventim AG & Co. KGaA, represented by: The Management Board of EVENTIM Management AG (the general, personally liable partner)

Klaus-Peter Schulenberg Holger Hohrein Alexander Ruoff

Corporate Governance statement in accordance with Sections 289 f and 315d of the German Commercial Code (HGB)

Since submitting the last declaration of compliance dated 10 December 2020, and up to 9 June 2021, CTS Eventim AG & Co. KGaA complied with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version dated 16 December 2019, with the exception of the recommendations listed below.

B.5 (age limit for members of the Management Board), C.2 (age limit for members of the Supervisory Board), D.2, D.3, D.4 and D.5 (establishment of committees within the Supervisory Board), F.2 (publication of interim financial information within 45 days from the end of the reporting period), G.6 (share of variable remuneration for achieving long-term targets), G.10 (long-term variable remuneration) and G.11 (option to retain or reclaim variable remuneration components).

On adoption of new standing orders for the Supervisory Board and the appointment of an Audit Committee on 9 June 2021, the Management Board and Supervisory Board declare that CTS Eventim AG & Co. KGaA complies and will comply with the GCGC in the version dated 16 December 2019, with the following exceptions:

For further details, notes and reasons for the aforementioned differences, reference is made to the following Corporate Governance statement pursuant to Section 289 f HGB.

The declaration of compliance for 2021 has also been placed permanently in the public domain on the Company’s website 2021 at https://corporate.eventim.de/investor-relations/corporate-governance/.

11 November 2021

On behalf of the Supervisory Board
Dr Bernd Kundrun, Chair of the Supervisory Board

On behalf of the Corporate Management
Klaus-Peter Schulenberg, CEO of EVENTIM Management AG

A. Corporate governance practices of CTS Eventim AG & Co. KGaA and the CTS Group

The main corporate governance practices engaged in by CTS Eventim AG & Co. KGaA and the CTS Group are as follows:

Compliance

On the basis of a risk-centred approach, appropriate Group guidelines have been drawn up and published throughout the Group in the subsidiaries under its control. CTS Eventim AG & Co. KGaA has installed an internal whistleblower management system with a whistleblower committee. It facilitates the reporting and investigation of indications of possible breaches of compliance rules or of harmful actions and illegal practices that could jeopardise the reputation of the Company and result in financial losses. Protection of the whistleblower is one of the fundamental principles of whistleblower management.

The structure and procedural organisation of the CMS is routinely checked and adjusted when the need arises.

Code of Conduct

CTS Eventim AG & Co. KGaA has defined its understanding of behaving with integrity in a Code of Conduct that has binding force throughout the Company. This Code of Conduct serves as a central guide for all professional activities and business activities and business relationships with regard to behaviour towards colleagues and business partners, in order to prevent corruption and conflicts of interest, and to further environmental and climate protection. All the employees of the Group, as well as business partners and suppliers, are called upon to take these principles of conduct into account in their company policies. It therefore sets minimum standards that apply across countries, societies and legal systems.

Sustainability

As early as 2017, based on internal analyses concerning the advancement of sustainability, the CTS Group identified six priority areas for its further sustainable growth: customer focus, product performance and safety, compliance management, workforce interests, corporate citizenship, and the climate and environment. The CTS Group believes that providing information about steps taken and progress achieved in its main areas of activity is not only a duty, but also an opportunity. In this way, valuable knowledge can be gained about the risks and opportunities that lie in corporate value creation. The relevance of these areas of reporting is substantially verified for the 2021 financial year, so reporting on the Company’s engagement will be continued accordingly.

Further details can be found in the Non-Financial Report of the CTS Group, available at https://corporate.eventim.de/investor-relations/corporate-governance/.

Human resources policy

The basis for the success of any company is found in the minds of its employees. The strategy pursued by the CTS Group is to systematically and continuously renew and extend the knowledge available within its own organisation by means of recruitment, initial training and trainee programmes, and by fostering talented people. One aim is systematically to identify and promote all the human resource potential that exists throughout the Group. In the 360° feedback procedure, managers evaluate the performance and potential of their colleagues and employees.

Measures relating to human resources policy were again subjected to major limitations in 2021 due to the cost constraints imposed by the ongoing Covid-19 pandemic.

The Head of Human Resources Management reports directly to the CEO of the general partner. The human resources strategy is developed in consultation and agreement with the management. In this way, employee interests can be brought directly into key decision-making processes. The Human Resources (HR) department is an internal service provider for all the subsidiaries in the Ticketing segment. HR also performs a coordinating and important function for the Live Entertainment segment and the international organisation. Human resources management in the international subsidiaries is based on a common framework, with the aid of which the subsidiaries are able to shape the respective processes in their own HR management.

Risk management

The risk management system of CTS Eventim AG & Co. KGaA and the CTS Group is an integral part of central and local planning, management and monitoring and adheres to uniform Group standards. The risk management system is integrated as a continuous process (control loop) into business processes, its aim being to systematically identify, assess, control and document material risks, as well as risks that threaten the continued existence of the company as a going concern. Risks are managed at the operational process, business unit and company level in the various segments and subsidiaries.

Further details can be found in the Risk Report section of the CTS Eventim AG & Co. KGaA Annual Report.

B. Disclosures concerning the workings of the Management Board and Supervisory Board of CTS Eventim AG & Co. KGaA

I. Management structure

In accordance with the statutory regulations and the Company’s articles of association, CTS Eventim AG & Co. KGaA operates a ‘dual management system’ characterised by strict separation of the general partner and its Management Board (referred to hereinafter as the ‘Corporate Management’), as the managing body, and the Supervisory Board, as the monitoring body. The Corporate Management and the Supervisory Board work closely together in the interest of the Company. The Annual Shareholders’ Meeting, as the decision-making body of the shareholders, is responsible for fundamental decisions relating to the Company. Together, these three bodies are committed in equal measure to the welfare of the Company and the interests of the shareholders.

II. Supervisory Board

The Supervisory Board of CTS Eventim AG & Co. KGaA comprises four members who are all shareholder representatives. The Shareholders’ Meeting of 7 May 2021 resolved to enlarge the Supervisory Board from three to four members and elected Mr Philipp Westermeyer as a member of the Supervisory Board. The last routine election was held in the 2019 financial year. The normal term of office for all the current members of the Supervisory Board shall end at the end of the Annual Shareholders’ Meeting that formally approves the actions of the Supervisory Board in the 2021 financial year. No former member of the Management Board of CTS Eventim AG & Co. KGaA is currently a member of the Supervisory Board.

The members of the Supervisory Board are the following:

Dr Bernd Kundrun, Hamburg, Chair of the Supervisory Board
Prof Jobst Plog, Hamburg
Dr Juliane Thümmel, Hamburg
Mr Philipp Westermeyer, Hamburg

The Supervisory Board advises the Corporate Management on managing the company and supervises its activities. The Supervisory Board of the general partner, comprising the same persons, appoints and dismisses the members of the Corporate Management, decides on the compensation system for members of the Corporate Management and specifies the total compensation that each receives. The Supervisory Board is involved in all decisions of fundamental importance for CTS Eventim AG & Co. KGaA.

The Supervisory Board makes decisions on a regular basis at meetings and on the basis of detailed documents. The members of the Supervisory Board may also participate at meetings by telephone or video conference; however, that is not the rule. The Supervisory Board meets regularly, also without the Corporate Management, not only on matters concerning the Management Board and the Supervisory Board, but also on strategic, planning and business development issues. The Supervisory Board is informed regularly, promptly and comprehensively about all the relevant topics. In addition, the Chair of the Board of Management of the general partner informs the Chair of the Supervisory Board routinely and promptly, also between meetings, about important business transactions and coordinates significant decisions with him/her. The Chair of the Supervisory Board coordinates the work of the Supervisory Board, chairs its meetings and represents the interests of the Supervisory Board externally. He/She is willing, as a basic principle, to discuss issues specific to the Supervisory Board with investors.

The Supervisory Board regularly evaluates how effectively it fulfils its duties, inter alia by means of a questionnaire.

The members of the Supervisory Board ensure that they have sufficient time to discharge their responsibilities, and make use of the initial and further training at their own behest. The Company provides them with appropriate support in that regard by sending information about initial and further training opportunities to members of the Supervisory Board at regular intervals. New members of the Supervisory Board are familiarised in detail with its work. None of the Supervisory board members holds more than five Supervisory Board offices for listed companies that are not in the Group, whereby a chairpersonship counts double. For details on participation of individual Supervisory Board members at the Supervisory Board meetings of the Company, and on the initial and further training measures carried out, reference is made to the Supervisory Board report included in the Annual Report of CTS Eventim AG & Co. KGaA.

The Supervisory Board has adopted standing orders which lay down the principles governing how members of the Supervisory Board work together. Since 9 June 2021, the standing orders of the Supervisory Board also provide for the formation of committees. An audit committee was accordingly appointed. The standing orders of the Supervisory Board are available on the Company’s website at corporate.eventim.de/en/investor-relations/corporate-governance/.

The auditor of the annual financial statements supports the Supervisory Board in monitoring the management of the Company, in particular in auditing the accounts and monitoring the control and risk management systems relating to accounting. The auditor’s opinion informs the equity market that the accounts are properly kept in accordance with statutory regulations. The Supervisory Board has agreed with the auditor of the annual financial statements that the auditor shall immediately inform the Board of all its findings and occurrences of relevance to its tasks and which become known to the auditor while conducting the audit, and that the auditor shall inform the Board and note in the audit report if the auditor, while conducting the audit, establishes facts which show a misstatement in the declaration on compliance with the German Corporate Governance Code made by the general partner and the Supervisory Board. In addition, the Supervisory Board assesses the quality of the audit on a regular basis.

a) Objectives, competence profile and implementation status

The Supervisory Board discussed its specific company-specific objectives, and the competence profile for its composition, most recently in December 2020. These objectives take into account the international activities of the Company, potential conflicts of interest, the number of independent Supervisory Board members, and diversity, in particular the appropriate participation of women. According to its competence profile, the Supervisory Board as a whole shall have the knowledge, skills and professional experience required to properly perform its duties. All members of the Supervisory Board shall also meet the personal competence requirements needed to carry out their tasks. The Supervisory Board as a whole shall also be familiar with the sector of industry in which the Company operates. The necessary professional competence shall also be provided by at least one member. The objectives and the competence profile are part of the diversity concept for the composition of the Supervisory Board.

Internationality

Women

Age limit and term of membership

Independence

The Supervisory Board shall have what it considers to be an appropriate number of independent members, and shall take the ownership structure into account thereby. A member of the Supervisory Board is deemed to be independent if he/she is independent of the Company and its Corporate Management, and independent of a controlling shareholder. Three quarters of the members of the Supervisory Board are independent. The Supervisory Board assumes, purely by way of precaution, that one Supervisory Board member who has relations with the controlling shareholder is to be considered non-independent. Regardless of that, the Supervisory Board believes that relations with the controlling shareholder do not constitute per se a risk of a material and lasting conflict of interest; it assumes, rather, given the lack of overlap in business activities, that the interests of the Company and those of its major shareholder are congruent to a large extent. In that respect, the Supervisory Board assumes that Supervisory Board members Dr Kundrun, Prof Plog and Mr Westermeyer, at least, are independent not only of the controlling shareholder, but also of the Company and its Corporate Management. In the estimation of the Supervisory Board, Prof Plog is also to be regarded as independent of the Company and its Corporate Management, even though he has been a member of the Supervisory Board for more than twelve years. The Supervisory Board believes that its many years of experience and its company-specific knowledge enable it to advise and supervise the Corporate Management in a sustainable and objective manner. No member of the Supervisory Board performs an executive or advisory function for significant competitors or is personally associated with a significant competitor.

Potential conflicts of interest

b) Committees

The Audit Committee consists of the following members: Dr Kundrun and Mr Westermeyer. The Chair of the Audit Committee is Dr Kundrun. He has special knowledge and experience in the application of accounting principles and internal control procedures, is familiar with the audit of the annual financial statements and is independent of the controlling shareholder. Given the small size of the Supervisory Board and its special knowledge and experience, Dr Kundrun, as Chair of the Supervisory Board, also chairs the Audit Committee.

Formation of a Nomination Committee has been waived, again due to the small size of the Supervisory Board. The Supervisory Board consists exclusively of shareholder representatives anyhow, and it is up to all its members to nominate suitable candidates for its proposals to the Shareholders' Meeting regarding the election of Supervisory Board members. In the opinion of the Company, it is not expedient in these circumstances to set up a Nomination Committee.

The composition of the Supervisory Board can be found at
https://corporate.eventim.de/unternehmen/fuehrungsgremien/. Current profiles of the Supervisory Board members and the duration of their Supervisory Board membership are also published on said web page.

III. Management Board of the general partner (Corporate Management)

Early identification of suitable candidates from different disciplines, nationalities and genders;
Systematic development of managers by successfully taking on duties involving increasing responsibility, if possible in a variety of businesses, regions and functions;
Proven, successful, strategic and operational determination and leadership, especially under challenging business conditions;
Role-model function with regard to implementation of corporate values

If necessary, external expertise shall also be brought in when making appointments. The predefined requirements for appointments to a Management Board position play a key role in the decision-making process. The particular person to be appointed to a specific Management Board position shall be decided upon by the Supervisory Board in the interest of the Company and taking all the circumstances of the individual case into consideration.

C. Disclosures regarding the target figures for the percentage of women in the top management levels at CTS Eventim AG & Co. KGaA

The Corporate Management of CTS Eventim AG & Co. KGaA has decided, in accordance with Section 76 (4) AktG, that by the year 2021 the percentage of women in the first tier of management below the general partner’s Management Board (Vice President/Directors) is targeted at 12.5%, and in the second tier of management (Head of Department) at 33%. With a current quota of 11.1% (as of December 2021) at the Vice President/Director level, the Company is ahead of the prior-year figure (8.3%). At the Head of Department level, the quota as of December 2021 is 16.0%, which is likewise ahead of the prior-year figure (15%). For the following years until 2026, the target figures set by the Corporate Management for the percentage of women in the first tier of management below the Management Board of the general partner (Vice President/Directors) at 11.1% and in the second management level (Head of Department) at 20%. The target figures are the same as the full number of persons and is not less than the respective percentage achieved. The new targets are minimum values and an expression of the current situation, as already evident and which is expected to worsen in future, in which access to top managers is made more difficult by the short supply of managers. In the interest of sustainable and successful further development of the Company, the management therefore wants to maintain the greatest possible flexibility in its personnel policy.

D. Transparency and external reporting

Any new material facts communicated to financial analysts and similar addressees shall be provided to the shareholders without delay by the Company. Shareholders and third parties are specifically informed by the consolidated financial statements and the Group management report (including the CSR reports) as well as by financial information issued in the course of the year. In derogation from Recommendation F.2 of the GCGC, interim reports are published within 60 days after the end of each reporting period, as this makes it easier to ensure that reliable figures may also be obtained from the various unlisted group companies in Germany and abroad.

E. Remuneration of Management Board and Supervisory Board members

Bremen, 11 November 2021

On behalf of the Corporate Management of CTS Eventim AG & Co. KGaA, represented by: The Management Board of EVENTIM Management AG (the general, personally liable partner)
Klaus-Peter Schulenberg Andreas Grandinger Alexander Ruoff

On behalf of the Supervisory Board of CTS Eventim AG & Co. KGaA
Dr Kundrun
Chair

Corporate Governance statement in accordance with Sections 289 f and 315d of the German Commercial Code (HGB)

Declaration of compliance with the German Corporate Governance Code (GCGC) by the general, personally liable partner and by the Supervisory Board of CTS Eventim AG & Co. KGaA, in accordance with Section 161 of the Stock Corporation Act (AktG)

Since submitting the last declaration of compliance dated 7 November 2019, and up to 20 March 2020, CTS Eventim AG & Co. KGaA complied with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version published on 24 April 2017 in the Bundesanzeiger, with the exception of the recommendations specified and substantiated in the declaration of 7 November 2019.

For the period from 20 March 2020 onwards, the management and Supervisory Board declare that CTS Eventim AG & Co. KGaA complies currently and going forward with the version of the GCGC published in the electronic Federal Gazette and dated 16 December 2019, with the following exceptions:

B.5 (age limit for members of the Management Board), D.2, D.3, D.4 and D.5 (establishment of committees within the Supervisory Board), F.2 (publication of interim financial information within 45 days from the end of the reporting period), G.6 (share of variable remuneration for achieving long-term targets), G.10 (long-term variable remuneration) and G.11 (option to retain or reclaim variable remuneration due to ongoing contracts concluded with members of the Management Board).

For further details, notes and reasons for the aforementioned differences, reference is made to the following Corporate Governance statement pursuant to Section 289f HGB.

The declaration of compliance for 2020 has also been placed permanently in the public domain on the Company’s website at https://corporate.eventim.de/investor-relations/corporate-governance/.

Bremen, 10 December 2020

A. Corporate governance practices of CTS Eventim AG & Co. KGaA and the CTS Group

The main corporate governance practices engaged in by CTS Eventim AG & Co. KGaA and the CTS Group are as follows:

Compliance

To ensure adherence to essential compliance requirements, CTS Eventim AG & Co. KGaA operates a compliance management system (CMS) that was created on the basis of the ‘Principles Governing the Proper Auditing of Compliance Management Systems’ issued by the Institut der Wirtschaftsprüfer [German Institute of Chartered Public Accountants], as out in set IDW PS 980.

On the basis of a risk-centred approach, appropriate Group guidelines have been drawn up and published throughout the Group in the subsidiaries under its control. CTS Eventim AG & Co. KGaA has installed an internal whistleblower management system with a whistleblower committee. It facilitates the reporting and investigation of indications of possible breaches of compliance rules or of harmful actions and illegal practices that could jeopardise the reputation of the Company and result in financial losses. Protection of the whistleblower is one of the fundamental principles of whistleblower management.

The structure and procedural organisation of the CMS is routinely checked and adjusted when the need arises.

Code of Conduct

CTS Eventim AG & Co. KGaA has defined its understanding of behaving with integrity in a Code of Conduct that has binding force throughout the Company. This Code of Conduct serves as a central guide for all professional activities and business activities and business relationships with regard to behaviour towards colleagues and business partners, in order to prevent corruption and conflicts of interest, and to further environmental and climate protection. All the employees of the Group, as well as business partners and suppliers, are called upon to take these principles of conduct into account in their company policies. It therefore sets minimum standards that apply across countries, societies and legal systems.

Sustainability

As early as 2017, based on internal analyses concerning the advancement of sustainability, the CTS Group identified six priority areas for its further sustainable growth: customer focus, product performance and safety, compliance management, workforce interests, corporate citizenship, and the climate and environment. The CTS Group believes that providing information about steps taken and progress achieved in its main areas of activity is not only a duty, but also an opportunity. In this way, valuable knowledge can be gained about the risks and opportunities that lie in corporate value creation. The relevance of these areas of reporting is substantially verified for the 2020 financial year, so reporting on the Company’s engagement will be continued accordingly.

Further details are available in the Non-Financial Corporate Report of the CTS Group at https://corporate.eventim.de/investor-relations/corporate-governance/.

Human resources policy

The basis for the success of any company is found in the minds of its employees. The strategy pursued by the CTS Group is to systematically and continuously renew and extend the knowledge available within its own organisation by means of recruitment, initial training and trainee programmes, and by fostering talented people. One aim is systematically to identify and promote all the human resource potential that exists throughout the Group. In the 360° feedback procedure, managers evaluate the performance and potential of their colleagues and employees.

Measures relating to human resources policy were subjected to major limitations in 2020 due to the cost constraints imposed by the Covid-19 pandemic.

The Head of Human Resources Management reports directly to the CEO of the general partner. The human resources strategy is developed in consultation and agreement with the management. In this way, employee interests can be brought directly into key decision-making processes. The Human Resources (HR) department is an internal service provider for all the subsidiaries in the Ticketing segment. HR also performs a coordinating and important function for the Live Entertainment segment and the international organisation. Human resources management in the international subsidiaries is based on a common framework, with the aid of which the subsidiaries are able to shape the respective processes in their own HR management.

Risk management

The risk management system of CTS Eventim AG & Co. KGaA and the CTS Group is an integral part of the centralised and decentralised planning, monitoring and controlling processes and adheres to uniform Group standards. The risk management system is integrated as a continuous process (control loop) into business processes, its aim being to systematically identify, assess, control and document material risks, as well as risks that threaten the continued existence of the company as a going concern. Risks are managed at the operational process, business unit and company level in the various segments and subsidiaries.

Further details can be found in the Risk Report section of the CTS Eventim AG & Co. KGaA Annual Report.

B. Disclosures concerning the workings of the Management Board and Supervisory Board of CTS Eventim AG & Co. KGaA

I. Management structure

In accordance with the statutory regulations and the Company’s articles of association, CTS Eventim AG & Co. KGaA operates a ‘dual management system’ characterised by strict separation of the general partner and its Management Board (referred to hereinafter as the ‘Corporate Management’), as the managing body, and the Supervisory Board, as the monitoring body. The Corporate Management and the Supervisory Board work closely together in the interest of the Company. The Annual Shareholders’ Meeting, as the decision-making body of the shareholders, is responsible for fundamental decisions relating to the Company. Together, these three bodies are committed in equal measure to the welfare of the Company and the interests of the shareholders.

II. Supervisory Board

The Supervisory Board of CTS Eventim AG & Co. KGaA comprises three members who are all shareholder representatives. The last routine election was held in the 2019 financial year. The normal term of office for all the current members of the Supervisory Board shall end at the end of the Annual Shareholders’ Meeting that formally approves the actions of the Supervisory Board in the 2021 financial year. No former member of the Management Board of CTS Eventim AG & Co. KGaA is currently a member of the Supervisory Board.

The members of the Supervisory Board are the following:

Dr Bernd Kundrun, Hamburg, Chairman of the Supervisory Board
Prof Jobst Plog, Hamburg
Dr Juliane Thümmel, Brussels - St. Gilles

The Supervisory Board advises the Corporate Management on managing the company and supervises its activities. The Supervisory Board of the general partner, comprising the same persons, appoints and dismisses the members of the Corporate Management, decides on the compensation system for members of the Corporate Management and specifies the total compensation that each receives. The Supervisory Board is involved in all decisions of fundamental importance for CTS Eventim AG & Co. KGaA.

The Supervisory Board makes decisions on a regular basis at meetings and on the basis of detailed documents. The members of the Supervisory Board may also participate at meetings by telephone or video conference; however, that is not the rule. The Supervisory Board meets regularly, also without the Corporate Management, not only on matters concerning the Management Board and the Supervisory Board, but also on strategic, planning and business development issues. The Supervisory Board is informed regularly, promptly and comprehensively about all the relevant topics. In addition, the Chairperson of the Board of Management of the general partner informs the Chairperson of the Supervisory Board routinely and promptly, also between meetings, about important business transactions and coordinates significant decisions with him/her. The Chairperson of the Supervisory Board coordinates the work of the Supervisory Board, chairs its meetings and represents the interests of the Supervisory Board externally. He/She is willing, as a basic principle, to discuss issues specific to the Supervisory Board with investors.

The Supervisory Board regularly evaluates how effectively it performs its duties, in some cases with support from an external consultant.

The members of the Supervisory Board ensure that they have sufficient time to discharge their responsibilities, and make use of the initial and further training at their own behest. The Company gives them appropriate support in that regard. New members of the Supervisory Board are familiarised in detail with its work. None of the Supervisory board members holds more than five Supervisory Board offices for listed companies that are not in the Group, whereby a chairpersonship counts double. Reference is made to the Supervisory Board report for details on participation of individual Supervisory Board members at the Supervisory Board meetings of the Company, and on the initial and further training measures carried out.

The Supervisory Board has adopted standing orders which lay down the principles governing how members of the Supervisory Board work together. The standing orders of the Supervisory Board are available on the Company’s website at corporate.eventim.de/de/investor-relations/corporate-governance/.

The auditor of the annual financial statements supports the Supervisory Board in monitoring the management of the Company, in particular in auditing the accounts and monitoring the control and risk management systems relating to accounting. The auditor’s opinion informs the equity market that the accounts are properly kept in accordance with statutory regulations. The Supervisory Board has agreed with the auditor of the annual financial statements that the auditor shall immediately inform the Board of all its findings and occurrences of relevance to its tasks and which become known to the auditor while conducting the audit, and that the auditor shall inform the Board and note in the audit report if the auditor, while conducting the audit, establishes facts which show a misstatement in the declaration on compliance with the German on the German Corporate Governance Code made by the general partner and the Supervisory Board. In addition, the Supervisory Board assesses the quality of the audit on a regular basis.

a) Objectives, competence profile and implementation status

The Supervisory Board discussed its specific company-specific objectives, and the competence profile for its composition, most recently in December 2020. These objectives take into account the international activities of the Company, potential conflicts of interest, the number of independent Supervisory Board members, and diversity, in particular the appropriate participation of women. According to its competence profile, the Supervisory Board as a whole shall have the knowledge, skills and professional experience required to properly perform its duties. All members of the Supervisory Board shall also meet the personal competence requirements needed to carry out their tasks. The Supervisory Board as a whole shall also be familiar with the sector of industry in which the Company operates. The necessary professional competences shall be provided by at least one member. The objectives and the competence profile are part of the diversity concept for the composition of the Supervisory Board.

Internationality

Women

On 1 May 2015, the ‘Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector Act’ entered into force. In accordance with said law, we report on our goals and on the current implementation status: The target of having a percentage of women in the Supervisory Board of at least 30% (target figure) by the year 2021 was already achieved in 2020. The percentage of women on the Board is currently 33.3%.

Age limit and term of membership

Independence

The Supervisory Board shall have what it considers to be an appropriate number of independent members, and shall take the ownership structure into account thereby. A member of the Supervisory Board is deemed to be independent if he/she is independent of the Company and its Corporate Management, and independent of a controlling shareholder. Two thirds of the members of the Supervisory Board are independent. The Supervisory Board assumes, purely by way of precaution, that one Supervisory Board member who has relations with the controlling shareholder is to be considered non-independent. Regardless of that, the Supervisory Board believes that relations with the controlling shareholder do not constitute per se a risk of a material and lasting conflict of interest; it assumes, rather, given the lack of overlap in business activities, that the interests of the Company and those of its major shareholder are congruent to a large extent. In that respect, the Supervisory Board assumes that Supervisory Board members Dr Kundrun and Prof Plog, at least, are independent not only of the controlling shareholder, but also of the Company and its Corporate Management. In the estimation of the Supervisory Board, Prof Plog is also to be regarded as independent of the Company and its Corporate Management, even though he has been a member of the Supervisory Board for more than twelve years. The Supervisory Board believes that its many years of experience and its company-specific knowledge enable it to advise and supervise the Corporate Management in a sustainable and objective manner. No member of the Supervisory Board performs an executive or advisory function for significant competitors or is personally associated with a significant competitor.

Potential conflicts of interest

By setting its objectives in respect of independence, the Supervisory Board also addresses potential conflicts of interest on the part of its members. Each member of the Supervisory Board must disclose any conflicts of interest to the Supervisory Board through its Chairperson. In its report to the Annual Shareholders’ Meeting, the Supervisory Board reports on any conflicts of interest that have arisen and how they are dealt with. If there are any significant and non-temporary conflicts of interest, the member in question must resign from office. Significant transactions with the Company on the part of Supervisory Board members and persons associated with them require the approval of the Supervisory Board, if involvement of the Supervisory Board is not already required by law, and must comply with standards customary in the industry.

b) Committees

Given the size of the Supervisory Board, no committees have been formed. In the estimation of the Company, the formation of committees is not conducive to increasing the efficiency of the Supervisory Board’s work in such a situation.

The composition of the Supervisory Board can be found at https://corporate.eventim.de/unternehmen/fuehrungsgremien/. Current profiles of the Supervisory Board members are also published on said web page.

III. Management Board of the general partner (Corporate Management)

Together with the Management Board, the Supervisory Board shall ensure long-term succession planning with regard to appointments to the Corporate Management. The Company endeavours to appoint a mixture of external and internal candidates as members of the general partner’s Management Board. The task of Corporate Management is to propose a sufficient number of suitable persons to the Supervisory Board as internal candidates. Long-term succession planning is based on the Company’s corporate strategy. It is based on systematic management development involving the following essential elements:

Early identification of suitable candidates from different disciplines, nationalities and genders
Systematic development of managers by successfully taking on duties involving increasing responsibility, if possible in a variety of businesses, regions and functions
Proven, successful, strategic and operational determination and leadership, especially under challenging business conditions
Role-model function with regard to implementation of corporate values

If necessary, external expertise shall also be brought in when making appointments. The predefined requirements for appointments to a Management Board position play a key role in the decision-making process. The particular person to be appointed to a specific Management Board position shall be decided upon by the Supervisory Board in the interest of the Company and taking all the circumstances of the individual case into consideration.

C. Disclosures regarding the target figures for the percentage of women in the top management levels at CTS Eventim AG & Co. KGaA

The Corporate Management of CTS Eventim AG & Co. KGaA has decided, in accordance with Section 76 (4) AktG, that the percentage of women in the first tier of management below the general partner’s Management Board (Vice President/Directors) is targeted at 12.5%, and in the second tier of management (Head of Department) at 33%. With a current quota of 8.3% (as of December 2020) at the Vice President/Director level, the Company is at the same level as the prior year (8.3%). At the Head of Department level, the quota in December 2020 is 15%. The Company remains committed to its target figures, which are to be achieved by conducting assessments of employee potential and by furthering the careers of women and men identified as having potential.

D. Transparency and external reporting

Any new material facts communicated to financial analysts and similar addressees shall be provided to the shareholders without delay by the Company. Shareholders and third parties are specifically informed by the consolidated financial statements and the Group management report (including CSR reporting) as well as by financial information issued in the course of the year. In derogation from Recommendation F.2 of the GCGC, interim reports are published within 60 days after the end of each reporting period, as this makes it easier to ensure that reliable figures may also be obtained from the various unlisted group companies in Germany and abroad.

E. Remuneration of Management Board and Supervisory Board members

The remuneration paid to members of the Management Board and Supervisory Board is disclosed annually in the combined management report in accordance with corporate governance requirements.

Bremen, 10 December 2020

On behalf of the Management of CTS Eventim AG & Co. KGaA, represented by: The Management Board of EVENTIM Management AG (the general, personally liable partner)

Klaus-Peter Schulenberg Andreas Grandinger Alexander Ruoff

Corporate governance statement in accordance with Section 289f HGB for the 2019 financial year

Corporate governance of CTS EVENTIM AG & Co. KGaA (‘EVENTIM’), as a German partnership limited by shares and listed on the stock exchange, is regulated first and foremost by the German Commercial Code (Handelsgesetzbuch – HGB) and by the German Stock Corporation Act (Aktiengesetz – AktG) and secondly by the recommendations of the German Corporate Governance Code.

In accordance with statutory regulations and the Company’s articles of association, EVENTIM operates a ‘dual management system’ characterised by strict separation of the general partner and its Management Board (referred to hereinafter as the ‘Corporate Management’), as the managing body, and the Supervisory Board, as the monitoring body. The Corporate Management and the Supervisory Board work closely together in the interest of the Company.

The Corporate Management is responsible for managing the Company with the aim of sustainable value creation. The principle of collective responsibility applies in this regard, i.e. the members of the Corporate Management share overall responsibility for managing the Company. They develop the corporate strategy and coordinate efforts with the Supervisory Board to ensure that it is implemented. The Corporate Management of EVENTIM currently comprises three members; no committees are formed.

The Corporate Management informs the Supervisory Board regularly, promptly and comprehensively about all aspects of business performance that are material to the EVENTIM Group, about major business transactions and about the current earnings situation, including the risks faced and risk management. Discrepancies between the actual course of business and previously defined budgets and targets are discussed and explained in detail. The Corporate Management also reports regularly on compliance, i.e. the action taken to adhere to statutory regulations and internal company policies, which is likewise the responsibility of the Corporate Management.

The Supervisory Board advises the Corporate Management on managing the company and monitors its activities. The Supervisory Board of the general partner, comprising the same persons, appoints and dismisses the members of the Corporate Management, decides on the compensation system for members of the Corporate Management and specifies the total compensation that each receives. The Supervisory Board of EVENTIM currently comprises four members, who are all shareholder representatives. It is involved in all decisions of fundamental importance for EVENTIM. Given the size of the Supervisory Board, no committees have been formed. Further details on the specifics of the work done by the Supervisory Board can be found in the current report by the Supervisory Board, which is published as part of the Annual Report.

Our continued aim is to achieve a women’s quota of at least 30% (the target figure) on the Supervisory Board of EVENTIM by the year 2021. The percentage of women on the Board is currently 25%.

Corporate Management has also decided, in accordance with Section 76 (3) AktG, that the percentage of women in the first tier below the Corporate Management (Vice President/Director) is targeted at 12.5% and in the second tier below the Corporate Management (Head of Department) at 33%. With a current quota of 8.3% at the Vice President/Director level (as of December 2019), the company is coming closer to the target in comparison with the previous year (2018: 7.7%). At the Head of Department level, the quota in December 2019 is 16.7%. The company remains committed to its target figures, which are to be achieved over the next two years by conducting assessments of employee potential and by furthering the careers of women and men identified as having potential.

EVENTIM believes that responsible and transparent corporate governance is the basis for sustained commercial success. The guiding principles in this regard are set forth in the German Corporate Governance Code, which was introduced in 2002. After due scrutiny, the Corporate Management and Supervisory Board of EVENTIM therefore issued a declaration of compliance in accordance with Section 161 AktG, most recently on 7 November 2019. It may be downloaded from the relevant section of the www.eventim.de website and reads as follows:

‘Since submitting the last declaration of compliance, CTS Eventim AG & Co. KGaA has complied, and complies currently and going forward, with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version published on 24 April 2017 in the Bundesanzeiger, with the exception of the following recommendations:

In compliance with the regulations governing the Prime Standard segment of the Frankfurt Stock Exchange, interim reports are published within 60 days after the end of each reporting period, as this makes it easier to ensure that reliable figures may also be obtained from the various unlisted group companies in Germany and abroad (GCGC 7.1.2).

No Supervisory Board committees are formed because the Board consists of only four members. Given this situation, the company does not believe the formation of committees to be conducive to increasing the efficiency of the Supervisory Board’s work (GCGC 5.3.1, 5.3.2 and 5.3.3). For the same reasons, the Supervisory Board continues to refrain from defining and publishing specific objectives regarding its composition, or a competence profile for its members (GCGC 5.4.1). A control limit on the duration of membership of the Supervisory Board (GCGC 5.4.1 (2)) has not been specified, as the company believes that personnel continuity has proved its worth and that regular replacement would impair efficiency.

No age limit has been specified by the Supervisory Board as yet for members of the Management because the company sees no cause for limiting the options available to the Supervisory Board – and hence to shareholders – when appointing members of the Management (GCGC 5.1.2).

The D&O policies for the members of the Supervisory Board do not include own-risk deductions, since such risk contributions appear to be neither required, nor appropriate, nor reasonable in view of the moderate amount of compensation paid (GCGC 3.8).

In addition, CTS Eventim AG & Co. KGaA already adheres in large measure to the additional GCGC suggestions regarding good corporate governance. Further details concerning EVENTIM’s corporate governance practice are provided in the latest Corporate Governance Report, which is published as part of the Annual Report.

Basic principles of the Compliance Management Systems (CMS) of CTS Eventim AG & Co. KGaA:

For EVENTIM, compliance means compliance with laws, guidelines, policies and voluntary commitments. Ensuring compliance is of paramount importance for sustainable and successful business and is considered to be a responsibility of top management.

To implement the CMS, CTS EVENTIM AG & Co. KGaA has applied a variety of measures which are structurally based on the basic elements of ‘IDW PS 980’, the applicable standard for auditing CMSs in Germany.

The aims and our understanding of compliance are described in a Code of Conduct. Said Code defines the minimum standards for ethical conduct for all countries, subsidiaries and legal regimes, and forms the foundations of our compliance culture.

The main structural and procedural measures are:

A Compliance Officer, as well as further officers for data protection and PCI compliance, have been appointed.
Compliance Coordinators have been appointed in the subsidiaries.
Special areas of risk have been early identified in a topdown process, and company-wide risk management has been organised to ensure that material compliance risks are identified, controlled, documented and efficiently minimised.
An appropriate internal ‘whistleblower’ system has been implemented.
Policies have been drawn up and published for anticorruption, anti-trust and equity market compliance as key areas of focus.
Targeted measures have been implemented to sensitise staff to Compliance issues.
The Internal Auditing department routinely checks structural and procedural measures on an assignment basis and with a focus on potential risks.

Continuous improvement and development of the CMS forms an integral part of the EVENTIM philosophy. The components of CMS are documented on an ongoing basis.

Bremen, 20 December 2019

On behalf of the Management of CTS Eventim AG & Co. KGaA, represented by: The Management Board of EVENTIM Management AG (the general, personally liable partner)

Klaus-Peter Schulenberg Volker Bischoff Alexander Ruoff

Corporate governance statement in accordance with Section 289f HGB for the 2018 financial year

The Corporate Management is responsible for managing the Company with the aim of sustainable value creation. The principle of collective responsibility applies in this regard, i.e. the members of the Corporate Management share overall responsibility for managing the Company. They develop the corporate strategy and coordinate efforts with the Supervisory Board to ensure that it is implemented. The Corporate Management of EVENTIM currently comprises three members; no committees are formed.

Our continued aim is to achieve a women’s quota of at least 30% (the target figure) on the Supervisory Board of EVENTIM by the year 2021. The percentage of women on the Board is currently 25%.

Corporate Management has also decided, in accordance with Section 76 (3) AktG, that the percentage of women in the first tier below the Corporate Management (heads of division) is targeted at 12.5% and in the second tier below the Corporate Management (heads of department) at 33%. However, the current quota of 7.7% (as per October 2018) at divisional manager level means that the company is still short of the target figure; at departmental manager level, the quota in October 2018 was 25.0% and therefore an indication that EVENTIM is on the right path. The company remains committed to its target figures, which are to be achieved over the next three years by conducting assessments of employee potential and by furthering the careers of women and men identified as having potential.

EVENTIM believes that responsible and transparent corporate governance is the basis for sustained commercial success. The guiding principles in this regard are set forth in the latest version of the German Corporate Governance Code, which was first introduced in 2002. After due scrutiny, the Corporate Management and Supervisory Board of EVENTIM therefore issued a declaration of compliance in accordance with Section 161 AktG, most recently on 6 November 2018. It may be downloaded from the relevant section of the www.eventim.de website and reads as follows:

In compliance with the regulations governing the Prime Standard segment of the Frankfurt Stock Exchange, interim statements and reports are published within 60 days after the end of each reporting period, as this makes it easier to ensure that reliable figures may also be obtained from the various unlisted group companies in Germany and abroad (GCGC 7.1.2).

No Supervisory Board committees are formed because the Board consists of only four members. Given this situation, the company does not believe the formation of committees to be conducive to increasing the efficiency of the Supervisory Board’s work (GCGC 5.3.1, 5.3.2 and 5.3.3). For the same reasons, the Supervisory Board continues to refrain from defining and publishing specific objectives regarding its composition, or a competence profile for its members (GCGC 5.4.1). A control limit on the duration of membership of the Supervisory Board (GCGC 5.4.1 (2)) has not been specified, as the company believes that personnel continuity has proved its worth and that regular replacement would impair efficiency.

Basic principles of the Compliance Management Systems (CMS) of CTS Eventim AG & Co. KGaA:

The main structural and procedural measures are:

A Compliance Officer, as well as further officers for data protection and PCI compliance, have been appointed.
Compliance Coordinators have been appointed in the subsidiaries.
Special areas of risk have been early identified in a top-down process, and company-wide risk management has been organised to ensure that material compliance risks are identified, controlled, documented and efficiently minimised.
An appropriate internal ‘whistle-blower’ system has been implemented.
Policies have been drawn up and published for anti-corruption, anti-trust and equity market compliance as key areas of focus.
Targeted measures have been implemented to sensitise staff to Compliance issues.
The Internal Auditing department routinely checks structural and procedural measures on an assignment basis and with a focus on potential risks.

Continuous improvement and development of the CMS forms an integral part of the EVENTIM philosophy. The components of CMS are documented on an ongoing basis.

Bremen, 7 December 2018

On behalf of the Management of CTS Eventim AG & Co. KGaA, represented by: The Management Board of EVENTIM Management AG (the general, personally liable partner)

Klaus-Peter Schulenberg Volker Bischoff Alexander Ruoff

Corporate governance statement in accordance with Section 289f HGB for the 2017 financial year

The Corporate Management is responsible for managing the Company with the aim of sustainable value creation. The principle of collective responsibility applies in this regard, i.e. the members of the Corporate Management share overall responsibility for managing the Company. They develop the corporate strategy and coordinate efforts with the Supervisory Board to ensure that it is implemented. The Corporate Management of EVENTIM currently comprises three members; no committees are formed.

Our continued aim is to achieve a women’s quota of at least 30% (the target figure) on the Supervisory Board of EVENTIM by the year 2021. The percentage of women on the Board is currently 25%.

Corporate Management has also decided, in accordance with Section 76 (3) AktG, that the percentage of women in the first tier below the Corporate Management (heads of division) is targeted at 12.5% and in the second tier below the Corporate Management (heads of department) at 33%. The company has progressed significantly towards the target figure at the divisional manager level, reaching a quota of 9.1% (as of October 2017), while the quota at the departmental manager level was 22.2% in October 2017. The company remains committed to its target figures, which are to be achieved over the next four years by conducting assessments of employee potential and by furthering the careers of women identified as having potential.

EVENTIM believes that responsible and transparent corporate governance is the basis for sustained commercial success. The guiding principles in this regard are set forth in the latest version of the German Corporate Governance Code, which was first introduced in 2002. After due scrutiny, the Corporate Management and Supervisory Board of EVENTIM therefore issued a declaration of compliance in accordance with Section 161 AktG, most recently on 9 November 2017. It may be downloaded from the relevant section of the www.eventim.de website and reads as follows:

In compliance with the regulations governing the Prime Standard segment of the Frankfurt Stock Exchange, interim reports are published within 60 days after the end of each reporting period, as this makes it easier to ensure that reliable figures may also be obtained from the various unlisted group companies in Germany and abroad (GCGC 7.1.2).

No Supervisory Board committees are formed because the Board consists of only four members. Given this situation, the company does not believe the formation of committees to be conducive to increasing the efficiency of the Supervisory Board’s work (GCGC 5.3.1, 5.3.2 and 5.3.3). For the same reasons, the Supervisory Board continues to refrain from defining and publishing specific objectives regarding its composition, or a competence profile for its members (GCGC 5.4.1). A control limit on the duration of membership of the Supervisory Board (GCGC 5.4.1 (2)) has not been specified, as the company believes that personnel continuity has proved its worth and that regular replacement would impair efficiency.

To implement the Compliance Management System (CMS), CTS EVENTIM AG & Co. KGaA has applied a variety of measures which are structurally based on the basic elements of ‘IDW PS 980’, the applicable standard for auditing CMSs in Germany.

The main structural and procedural measures are:

A central Compliance Officer post has been created, and separate officers for other fields (data protection, PCI compliance) have been appointed.
Risk Officers have been deployed in the central departments and in controlled subsidiaries.
Special areas of risk have been identified in a top-down process, and company-wide risk management has been organised to identify and manage material compliance risks.
An internal ‘whistle-blower’ system has been implemented.
Policies have been published for anti-corruption, anti-trust and equity market compliance as key areas of focus.
A training concept has been designed for selected business units.
Compliance issues are covered by the risk-based system for internal audit planning and internal auditing.

Continuous improvement and development of the CMS forms an integral part of the EVENTIM philosophy. The components of CMS are documented on an ongoing basis.

Bremen, 28 December 2017

On behalf of the Management of CTS Eventim AG & Co. KGaA, represented by: The Management Board of EVENTIM Management AG (the general, personally liable partner)

Klaus-Peter Schulenberg Volker Bischoff Alexander Ruoff

Corporate governance statement in accordance with § 289 a HGB

The Corporate Management is responsible for managing the Company with the aim of sustainable value creation. The principle of collective responsibility applies in this regard, i.e. the members of the Corporate Management share overall responsibility for managing the Company. They develop the corporate strategy and coordinate efforts with the Supervisory Board to ensure that it is implemented. The Corporate Management of EVENTIM currently comprises three members; no committees are formed.

The Supervisory Board advises the Corporate Management on managing the company and monitors its activities. The Supervisory Board of the general partner, comprising the same persons, appoints and dismisses the members of the Corporate Management, decides on the compensation system for members of the Corporate Management and specifies the total compensation that each receives. The Supervisory Board of EVENTIM currently comprises three members who are all shareholder representatives. It is involved in all decisions of fundamental importance for EVENTIM. Given the size of the Supervisory Board, no committees have been formed. Further details on the specifics of the work done by the Supervisory Board can be found in the current report by the Supervisory Board, which is published as part of the Annual Report.

On 1 May 2015, the ‘Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector Act’ entered into force. In accordance with said law, the Supervisory Board and the Corporate Management have adopted the following objectives:

The aim is to achieve a women’s quota of at least 30% (the target figure) on the Supervisory Board by 30 June 2017. The quota has been met since May 2016.

In the period under review, Corporate Management decided, in accordance with Section 76 (3) AktG, that the quota of women in the first tier below the Corporate Management (heads of division) is targeted at 12.5% and in the second tier below the Corporate Management (heads of department) at 33%. Both these target figures are to be achieved by 30 June 2017.

EVENTIM believes that responsible and transparent corporate governance is the basis for sustained commercial success. The guiding principles in this regard are set forth in the latest version of the German Corporate Governance Code, which was first introduced in 2002. After due scrutiny, the Corporate Management and Supervisory Board of EVENTIM therefore issued a declaration of compliance in accordance with § 161 AktG, most recently on 15 November 2016. It may be downloaded from the relevant section of the www.eventim.de website and reads as follows:

‘Since submitting the last declaration of compliance, CTS Eventim AG & Co. KGaA has complied, and complies currently and going forward, with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version published on 12 June 2015 in the electronic Bundesanzeiger, with the exception of the following recommendations:

Bremen, 15 December 2016

Klaus-Peter Schulenberg Volker Bischoff Alexander Ruoff

Corporate Governance Declaration in accordance with § 289a of the German Commercial Code for the 2015 financial year

The Corporate Management is responsible for managing the Company with the aim of sustainable value creation. The principle of collective responsibility applies in this regard, i.e. the members of the Corporate Management share overall responsibility for managing the Company. They develop the corporate strategy and coordinate efforts with the Supervisory Board to ensure that it is implemented. The Corporate Management of EVENTIM currently comprises three members; no committees are formed.

The Supervisory Board advises the Corporate Management on managing the company and monitors its activities. The Supervisory Board of the general partner, comprising the same persons, appoints and dismisses the members of the Management, decides on the compensation system for members of the Management and specifies the total compensation that each receives. The Supervisory Board of EVENTIM currently comprises three members who are all shareholder representatives. It is involved in all decisions of fundamental importance for EVENTIM. The principles guiding the work of the Supervisory Board of EVENTIM are summarised in the Rules of Procedure of the Supervisory Board. Given the size of the Supervisory Board, no committees have been formed. Further details on the specifics of the work done by the Supervisory Board can be found in the current report by the Supervisory Board, which is published as part of the Annual Report.

The aim is to achieve a women’s quota of at least 30% (the target figure) on the Supervisory Board by 30 June 2017.

In the period under review, the Corporate Management decided, in accordance with § 76 (3) AktG, that the quota of women in the first tier below the Corporate Management (heads of division) is targeted at 12.5% and in the second tier below the Corporate Management (heads of department) at 33%. Both these target figures are similarly to be achieved by 30 June 2017.

EVENTIM believes that responsible and transparent corporate governance is the basis for sustained commercial success. The guiding principles in this regard are set forth in the latest version of the German Corporate Governance Code, which was first introduced in 2002. After due scrutiny, the Corporate Management and Supervisory Board of EVENTIM therefore issued a declaration of compliance in accordance with § 161 AktG, most recently on 17 December 2015. It may be downloaded from the relevant section of the www.eventim.de website and reads as follows:

‘Since submitting the last declaration of compliance, CTS Eventim AG & Co. KGaA (formerly CTS Eventim AG) has complied, and complies currently and going forward, with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version published 12 June 2015 in the electronic Bundesanzeiger, with the exception of the following recommendations:

In compliance with the regulations governing the Prime Standard segment of the Frankfurt Stock Exchange, interim reports are published within 60 days after the end of each reporting period, as this makes it easier to ensure that reliable figures may also be obtained from the various unlisted group companies in Germany and abroad (GCGC 7.1.2).

No Supervisory Board committees are formed because the Supervisory Board consists of only three members. Given this situation, the company does not believe the formation of committees to be conducive to increasing the efficiency of the Supervisory Board’s work (GCGC 5.3.1, 5.3.2 and 5.3.3). For the same reason, the Supervisory Board continues to refrain from specifying concrete objectives regarding its composition (GCGC 5.4.1). A regular limit on the length of membership for the members of the Supervisory Board (GCGC 5.4.1 (4)) has not been specified, since the company believes that personnel continuity has proved its worth and regular replacement would negatively impact efficiency.

Bremen, 26 February 2016

On behalf of the Corporate Management of CTS Eventim AG & Co. KGaA, represented by: the Management Board of EVENTIM Management AG (the general partner)

Klaus-Peter Schulenberg Volker Bischoff Alexander Ruoff

Corporate governance statement in accordance with § 289f HGB for 2013

Corporate governance of CTS EVENTIM AG (“EVENTIM”), as a German stock corporation, is dictated first and foremost by the German Stock Corporation Act and secondly by the recommendations of the Corporate Governance Code in its current version.

In line with statutory regulations, EVENTIM is subject to what is termed as the “dual governance system,” which envisages the strict separation of the Management Board as managing body and the Supervisory Board as monitoring body. The Management and Supervisory Boards cooperate closely in the interest of the Company.

The Management Board manages the Company, aiming to create lasting added value, for which it assumes responsibility. In this regard, the principle of overall responsibility applies, i.e. the members of the Management Board share the overall responsibility for managing the Company. They develop the corporate strategy and coordinate efforts with the Supervisory Board to ensure that it is implemented. The principles of the EVENTIM Management Board’s cooperation have been summarised in the Rules of Procedure for the Management Board. EVENTIM’s Management Board currently consists of three members.

The Management Board regularly, promptly and comprehensively informs the Supervisory Board of all issues related to business performance that are material to the EVENTIM Group, major transactions as well as the latest earnings situation along with the Company’s risk position and risk management. Deviations in the business trend from preceding forecasts and targets are commented on and reasoned in detail. Furthermore, the Management Board regularly reports on compliance, i.e. action taken to adhere to statutory regulations and internal company policies, an issue for which the Management Board is also responsible.

The Supervisory Board advises the Management Board in managing the Company and monitors its activity. It appoints and dismisses the members of the Management Board, determines the compensation system for Management Board members, and establishes the total compensation for each of them. It is involved in all decisions that are of fundamental importance to EVENTIM. EVENTIM’s Supervisory Board consists of three members and is staffed exclusively by shareholder representatives. The principles of the EVENTIM Supervisory Board’s cooperation have been summarised in the Rules of Procedure for the Supervisory Board. No committees were formed given the size of the Supervisory Board. Further details on the specifics of the work done by the Supervisory Board are included in the latest Supervisory Board Report, which is published as part of the Annual Report.

EVENTIM believes that responsible and transparent corporate governance is the basis for sustained commercial success. The guiding principles in this regard are set forth in the most up-to-date version of the German Corporate Governance Code, which was first introduced in 2002. Therefore, subsequent to dutiful scrutiny, the Management and Supervisory Boards of EVENTIM issued a Statement of Compliance in accordance with § 161 AktG on 9 December 2010. This is available under the relevant section of the Company’s website www.eventim.de.

Further details concerning EVENTIM’s corporate governance practice are provided in the latest Corporate Governance Report, which is published as part of the Annual Report and also forms part of this Corporate Governance Declaration.

Bremen, March 2013

CTS EVENTIM AG

The Management Board

Erklärung zur Unternehmensführung nach § 289f HGB für das Geschäftsjahr 2012

Die Unternehmensführung der CTS EVENTIM AG ("EVENTIM") als börsennotierte deutsche Aktiengesellschaft wird in erster Linie durch das Aktiengesetz und daneben durch die Vorgaben des Deutschen Corporate Governance Kodex in seiner jeweils aktuellen Fassung bestimmt.

Entsprechend den gesetzlichen Vorschriften unterliegt EVENTIM dem sogenannten "dualen Führungssystem". Dieses ist durch eine strikte personelle Trennung zwischen dem Vorstand als Leitungsorgan und dem Aufsichtsrat als Überwachungsorgan gekennzeichnet. Vorstand und Aufsichtsrat arbeiten dabei im Unternehmensinteresse eng zusammen.

Der Vorstand leitet das Unternehmen mit dem Ziel nachhaltiger Wertschöpfung in eigener Verantwortung. Dabei gilt der Grundsatz der Gesamtverantwortung, d.h., die Mitglieder des Vorstands tragen gemeinsam die Verantwortung für die gesamte Geschäftsführung. Sie entwickeln die Unternehmensstrategie und sorgen in Abstimmung mit dem Aufsichtsrat für deren Umsetzung. Die Grundsätze der Zusammenarbeit des Vorstands von EVENTIM sind in der Geschäftsordnung des Vorstands zusammengefasst. Der Vorstand von EVENTIM besteht derzeit aus drei Mitgliedern.

Der Vorstand informiert den Aufsichtsrat regelmäßig, zeitnah und umfassend über alle für den EVENTIM Konzern wesentlichen Aspekte der Geschäftsentwicklung, bedeutende Geschäftsvorfälle sowie die aktuelle Ertragssituation einschließlich der Risikolage und des Risikomanagements. Abweichungen des Geschäftsverlaufs von früher aufgestellten Planungen und Zielen werden ausführlich erläutert und begründet. Außerdem berichtet der Vorstand regelmäßig über das Thema Compliance, also die Maßnahmen zur Einhaltung gesetzlicher Bestimmungen und unternehmensinterner Richtlinien, das ebenfalls im Verantwortungsbereich des Vorstands liegt.

Der Aufsichtsrat berät den Vorstand bei der Leitung des Unternehmens und überwacht seine Tätigkeit. Er bestellt und entlässt die Mitglieder des Vorstands, beschließt das Vergütungssystem für die Vorstandsmitglieder und setzt deren jeweilige Gesamtvergütung fest. Er wird in alle Entscheidungen eingebunden, die für EVENTIM von grundlegender Bedeutung sind. Der Aufsichtsrat von EVENTIM besteht aus drei Mitgliedern und ist ausschließlich mit Vertretern der Aktionäre besetzt. Die Grundsätze der Zusammenarbeit des Aufsichtsrats von EVENTIM sind in der Geschäftsordnung des Aufsichtsrats zusammengefasst. Angesichts der Größe des Aufsichtsrats wurde auf die Bildung von Ausschüssen verzichtet. Weitere Einzelheiten zur konkreten Arbeit des Aufsichtsrats können dem aktuellen Bericht des Aufsichtsrats entnommen werden, der als Teil des Geschäftsberichts veröffentlicht wird.

EVENTIM sieht in einer verantwortungsvollen und transparenten Corporate Governance die Basis für langfristigen wirtschaftlichen Erfolg. Leitbild ist dabei der 2002 eingeführte Deutsche Corporate Governance Kodex in seiner jeweils aktuellen Fassung. Vorstand und Aufsichtsrat von EVENTIM konnten daher nach pflichtgemäßer Prüfung zuletzt am 09. Dezember 2010 eine Entsprechenserklärung nach § 161 AktG abgeben, die im entsprechenden Abschnitt der Website www.eventim.de abrufbar ist.

Weitere Einzelheiten der Corporate Governance Praxis von EVENTIM können Sie dem aktuellen Corporate Governance Bericht entnehmen, der als Teil des Geschäftsberichts veröffentlicht wird und gleichzeitig Bestandteil dieser Erklärung zur Unternehmensführung ist.

Bremen, im März 2012

CTS EVENTIM AG

Der Vorstand

Erklärung zur Unternehmensführung nach § 289f HGB für das Geschäftsjahr 2011

Erklärung zur Unternehmensführung nach § 289f HGB für das Geschäftsjahr 2010

Die Unternehmensführung der CTS EVENTIM AG ("EVENTIM") als börsennotierte deutsche Aktiengesellschaft wird in erster Linie durch das Aktiengesetz und daneben durch die Vorgaben des Deutschen Corporate Governance Kodex in seiner jeweils aktuellen Fassung bestimmt.

Entsprechend den gesetzlichen Vorschriften unterliegt EVENTIM dem sogenannten "dualen Führungssystem". Dieses ist durch eine strikte personelle Trennung zwischen dem Vorstand als Leitungsorgan und dem Aufsichtsrat als Überwachungsorgan gekennzeichnet. Vorstand und Aufsichtsrat arbeiten dabei im Unternehmensinteresse eng zusammen.

Der Vorstand leitet das Unternehmen mit dem Ziel nachhaltiger Wertschöpfung in eigener Verantwortung. Dabei gilt der Grundsatz der Gesamtverantwortung, d.h., die Mitglieder des Vorstands tragen gemeinsam die Verantwortung für die gesamte Geschäftsführung. Sie entwickeln die Unternehmensstrategie und sorgen in Abstimmung mit dem Aufsichtsrat für deren Umsetzung. Die Grundsätze der Zusammenarbeit des Vorstands von EVENTIM sind in der Geschäftsordnung des Vorstands zusammengefasst. Der Vorstand von EVENTIM besteht derzeit aus drei Mitgliedern.

Der Vorstand informiert den Aufsichtsrat regelmäßig, zeitnah und umfassend über alle für den EVENTIM Konzern wesentlichen Aspekte der Geschäftsentwicklung, bedeutende Geschäftsvorfälle sowie die aktuelle Ertragssituation einschließlich der Risikolage und des Risikomanagements. Abweichungen des Geschäftsverlaufs von früher aufgestellten Planungen und Zielen werden ausführlich erläutert und begründet. Außerdem berichtet der Vorstand regelmäßig über das Thema Compliance, also die Maßnahmen zur Einhaltung gesetzlicher Bestimmungen und unternehmensinterner Richtlinien, das ebenfalls im Verantwortungsbereich des Vorstands liegt.

Der Aufsichtsrat berät den Vorstand bei der Leitung des Unternehmens und überwacht seine Tätigkeit. Er bestellt und entlässt die Mitglieder des Vorstands, beschließt das Vergütungssystem für die Vorstandsmitglieder und setzt deren jeweilige Gesamtvergütung fest. Er wird in alle Entscheidungen eingebunden, die für EVENTIM von grundlegender Bedeutung sind. Der Aufsichtsrat von EVENTIM besteht aus drei Mitgliedern und ist ausschließlich mit Vertretern der Aktionäre besetzt. Die Grundsätze der Zusammenarbeit des Aufsichtsrats von EVENTIM sind in der Geschäftsordnung des Aufsichtsrats zusammengefasst. Angesichts der Größe des Aufsichtsrats wurde auf die Bildung von Ausschüssen verzichtet. Weitere Einzelheiten zur konkreten Arbeit des Aufsichtsrats können dem aktuellen Bericht des Aufsichtsrats entnommen werden, der als Teil des Geschäftsberichts veröffentlicht wird.

EVENTIM sieht in einer verantwortungsvollen und transparenten Corporate Governance die Basis für langfristigen wirtschaftlichen Erfolg. Leitbild ist dabei der 2002 eingeführte Deutsche Corporate Governance Kodex in seiner jeweils aktuellen Fassung. Vorstand und Aufsichtsrat von EVENTIM konnten daher nach pflichtgemäßer Prüfung zuletzt am 19. März 2010 eine Entsprechenserklärung nach § 161 AktG abgeben, die im entsprechenden Abschnitt der Website www.eventim.de abrufbar ist.

Weitere Einzelheiten der Corporate Governance Praxis von EVENTIM können Sie dem aktuellen Corporate Governance Bericht entnehmen, der als Teil des Geschäftsberichts veröffentlicht wird und gleichzeitig Bestandteil dieser Erklärung zur Unternehmensführung ist.

Bremen, im März 2010

CTS EVENTIM AG

Der Vorstand