Report of the Supervisory Board of RATIONAL AG for fiscal year 2020.

Dear Shareholders,

The year 2020 was dominated by the coronavirus crisis and the successful launch of our new product generations, iCombi and iVario, despite the crisis. Even more so than usual, corporate governance under these difficult conditions focussed on the stability and future viability of the company as a whole as well as on the sustained improvement of corporate quality. Despite the considerable negative impact of the pandemic and the protection measures on our customers’ business, the resulting sharp decline in sales revenues and the costs of the market launch initiative and of adapting it to the changed circumstances, RATIONAL secured its liquidity and high equity ratio while keeping profitability at a high level.

Dialogue and communication as a basis for advice and monitoring.

In fiscal year 2020, we performed the tasks incumbent upon the Supervisory Board by law and by the Articles of Association. We regularly advised the Executive Board on the management of the company and monitored its activities. The Supervisory Board was directly involved in all decisions of strategic importance to the RATIONAL Group. Cooperation between the Executive Board and the Supervisory Board was characterised by comprehensive, timely and regular communication, both written and verbal. The Executive Board also reported on major transactions outside the regular meetings. The Supervisory Board received monthly reports on the effects of the pandemic and the protection measures and on market developments, the competitive situation, and the company’s marketing, sales and profit trends. In addition, the Supervisory Board and the Chairman of the Supervisory Board took steps to ensure that at all times it was informed about the current business situation, significant transactions and important decisions by the Executive Board. With this aim in mind, the Supervisory Board was in close and regular contact with all members of the Executive Board to exchange information and ideas.

Where called for by law, the Articles of Association and rules of procedure, the Supervisory Board voted, following detailed consultation and scrutiny, on the reports and draft resolutions of the Executive Board. All transactions requiring consent were approved. In fiscal 2020 and in 2021 to date, this related in particular to decisions concerning product development, expansion and optimisation of the sales and marketing organisation, further development of the management structure, global HR development, risk management, and planning and approval of investments and construction work at the Landsberg am Lech and Wittenheim locations.

Consultations in the Supervisory Board.

The Supervisory Board had 11 meetings in 2020. In 2021, one further meeting was held before the meeting of the Supervisory Board on 3 March 2021 to adopt the financial statements. The members of the Supervisory Board also consulted each other in writing, by telephone and video conference, and held fourteen other internal meetings and five meetings of the Audit Committee in fiscal 2020. All members of the Supervisory Board attended all meetings of the Supervisory Board. Likewise, all members of the Audit Committee attended all meetings of the Audit Committee. Where applicable, the Supervisory Board also passed resolutions outside the ordinary meetings. According to a review carried out by the Supervisory Board itself, its members are, as a whole, familiar with the sector in which the company is active.

Key areas of consultation.

In the past fiscal year, all consultations with the Executive Board and internal discussions within the Supervisory Board were dominated by the coronavirus crisis and its effects on all aspects of the performance of the business. The consultations dealt with all relevant aspects of the development of the business, including financial, investment and HR planning, business trends, the economic situation of the company and of the Group, the risk situation, risk management, and last but not least the current cost and earnings position. In addition, numerous individual topics were on the agenda of the Supervisory Board meetings, and were discussed in depth. These included:

  • Adapting business operations and cost measures due to the coronavirus crisis,
  • Business planning for fiscal year 2021 and adjustments to the 2021 planning method to reflect the coronavirus crisis,
  • Further development, business model and structure of the Digital Customer Solutions business unit worldwide,
  • Key points in product development, › Development strategy for new iVario markets,
  • Enhancement of the medium-term strategy, including the product portfolio and sales and marketing strategy,
  • Conducting the 2020 General Meeting of Shareholders under coronavirus conditions,
  • The appropriation of earnings and proposed dividend,
  • Resolution to make a special U.i.U. payment,
  • Launch of the new product lines, › Changes resulting from ARUG II,
  • Audit tender process,
  • Rules of procedure for the Management Board,
  • Results of the 2020 employee satisfaction survey,
  • Liquidation of the special fund and
  • Selection and appointment of a new Chief Financial Officer.

At the Supervisory Board meeting to adopt the financial statements on 3 March 2021, the principal topics included not only the audit and adoption or approval of the annual and consolidated financial statements but also, in particular, the draft resolutions to be proposed to the 2021 General Meeting of Shareholders.

Following the tender of the audit of the annual financial statements, which is mandatory at regular intervals, Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich, will be proposed as auditors for the 2021 fiscal year. The Supervisory Board also adopted the remaining draft resolutions for the ordinary 2021 General Meeting of Shareholders. To protect the health of our shareholders and to allow us to plan and conduct the 2021 General Meeting of Shareholders as smoothly as possible, we decided at an early stage to hold it as a virtual General Meeting of Shareholders in accordance with legal requirements.

Our duties in 2020, and, in particular, at the meeting held on 3 March 2021 to adopt the financial statements included not only the audit plus the entire accounting process in RATIONAL AG and the Group but also the monitoring of the internal control system and the risk management system.

Training and development of the members of the Supervisory Board.

The Supervisory Board regularly attends joint training and development measures, which feature topical issues such as changes in the legal framework.

Committee activities.

The Audit Committee, comprising Mr Walter Kurtz, Dr Hans Maerz and Mr Erich Baumgärtner, met five times in the 2020 fiscal year. At its meetings, it dealt in particular with the audit tender process and the annual and consolidated financial statements, as well as with reviewing the accounting, monitoring the financial reporting process, the effectiveness of the internal control system, the risk management system, the internal audit system, compliance, and the selection and independence of the auditors and the additional services provided by the auditors. The Audit Committee reported regularly to the Supervisory Board.

In January 2021, the Supervisory Board established a Technology Committee, which deals with and prepares technical topics for the full Supervisory Board. Its members are Dr Georg Sick (Committee Chairman), Mr Walter Kurtz and Dr Johannes Würbser.

Corporate Governance.

The Supervisory Board of RATIONAL AG has seven members and is not subject to co-determination. In fiscal year 2020, the composition of the Supervisory Board of RATIONAL AG fully complied with the German Corporate Governance Code recommendation that the Supervisory Board should include what it considers to be an adequate number of independent members.

No conflicts of interest in respect of individual Supervisory Board members occurred in the 2020 reporting year in connection with consultations, draft resolutions and the audit engagement.

On 20 March 2020, a new version of the German Corporate Governance Code entered into force upon publication in the Federal Gazette. At its meeting on 27 January 2021, the Supervisory Board resolved on the declaration of conformity with the Code. Together with the Executive Board, the Supervisory Board then issued the declaration of conformity on 28 January 2021. The declarations of conformity of recent years can also be found under Investor Relations on the RATIONAL website (www.rational-online.com). Since the last declaration of conformity was submitted on 29 January 2020, RATIONAL AG has complied with most of the recommendations of the Code, as amended, in the relevant period. Finally, together with the Executive Board, the Supervisory Board provided an account for fiscal year 2020 in the Declaration of Corporate Governance pursuant to sections 289f and 315d of the HGB.

Audit of the annual financial statements and consolidated financial statements.

As proposed by the Supervisory Board and elected by the General Meeting of Shareholders on 24 June 2020, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Munich, audited the financial statements of RATIONAL AG and of the Group for fiscal year 2020. The audit contract was awarded by the Supervisory Board. Prior to the proposal for election, the Supervisory Board obtained a declaration of independence from the auditors. No apparent reasons were identified to doubt the independence of the auditors. The auditors were additionally obliged to immediately provide information about any circumstances which could result in a lack of impartiality on their part and, where appropriate, to notify the Supervisory Board of services which they have performed in addition to the audit. With regard to the audit reform, the Supervisory Board is adhering to the existing inhouse rule on the strict separation of consulting and auditing services. The Supervisory Board and the Audit Committee reported prior to and during the audit in discussions with the auditor on the latter’s approach to the audit and the progress of the audit.

The annual financial statements for the fiscal year from 1 January to 31 December 2020, prepared by the Executive Board in accordance with the provisions of the German Commercial Code (Handelsgesetzbuch, HGB), and the company’s management report, which also refers to the Declaration of Corporate Governance on the company’s website, were audited by the auditors and given an unqualified audit opinion. The Executive Board prepared consolidated financial statements for the Group in accordance with the International Financial Reporting Standards (IFRSs), supplemented by the commercial law provisions applicable under section 315a (1) of the HGB. In addition, a Group management report was prepared. The auditors audited the consolidated financial statements and the Group management report and issued an unqualified audit opinion.

The annual financial statements, the consolidated financial statements, the management reports, the auditors’ reports, and the Executive Board’s proposal on the appropriation of unappropriated profits were forwarded in good time to the Audit Committee and all Supervisory Board members for examination. They were the subject of intensive deliberations at the meeting of the Supervisory Board held on 3 March 2021. In particular, the Supervisory Board concerned itself thoroughly with the findings of the audit by the auditors.

The auditors took part in the discussion of the company’s annual financial statements and the consolidated financial statements. They reported on the results of the audits, in particular on the points on which it was agreed the audit would focus, and were available to the Supervisory Board for questions and supplementary information. Areas on which the auditors’ explanations concentrated included the impact of the coronavirus pandemic on the accounting and the assessment of the accounts-related internal control and risk management system. Both the Executive Board and the auditors answered all our questions comprehensively and to our satisfaction.

The Supervisory Board raises no further objections to its own final results of the deliberations and its own examination. The Supervisory Board approves the results of the audit. At its meeting held on 3 March 2021, the Supervisory Board approved the annual financial statements, prepared by the Executive Board, for RATIONAL AG as of 31 December 2020, including the certified version, dated 2 March 2021, of the management report for fiscal year 2020, as well as the consolidated financial statements as of 31 December 2020 and the certified version, dated 2 March 2021, of the Group management report for fiscal year 2020. The 2020 annual financial statements for RATIONAL AG, including the management report, are thereby adopted in accordance with section 172 sentence 1 of the AktG.

Appropriation of profits.

After consideration of the operating environment, the situation on the global financial and capital markets, and thefinancial position of the company, the Supervisory Board approved the appropriation of profits proposed by the Executive Board.

From RATIONAL AG’s net retained profit of 427.3 million euros, a dividend of 4.80 euros per share or a total of 54.6 million euros should be distributed and the remainder carried forward to new account.

The Supervisory Board would like to thank all managers for their close and constructive cooperation, and for the trust they have placed in us. But our very special thanks go to all employees. In 2020, a year made particularly difficult by the crisis, they again succeeded in providing our customers with the high added value of RATIONAL’s products and services, and thus in making outstanding use of the market opportunities open to us.

Landsberg am Lech, 15 March 2021

Walter Kurtz
Chairman of the Supervisory Board of RATIONAL AG

Corporate governance.