Corporate ESG LDD-Questionnaire

Clauses

1. Questions during the performance of a Corporate ESG Legal Due Diligence

Management

1.1 Please provide:

(i) an overview of any internal binding regulations or (sustainability) guidelines on compliance with ESG criteria, and

(ii) copies of any material applicable codes of conduct for management and employees on ESG issues (for example, environmental management, waste management, recycling or corporate governance, and anti-discrimination and diversity policies).

1.2 Please provide an overview of responsibility within the target company and/or group of companies with regard to responsibility for compliance with ESG criteria, including information on staffing (environmental officer or establishment of an 'ESG committee'), for example, in connection with a business allocation plan.

Disclosure requirements or sustainability report

1.3 Please provide any existing annual CSR reports and/or (if applicable, voluntary) sustainability reports of the past [3 (three)] years as well as the disclosures regarding compliance with sustainability standards (sections 289b-289e, 315b-315d HGB). Please explain whether these reports contain more than the statutory minimum disclosure requirements.

Strategies and measures or internal control system

1.4 Please provide a description and/or documentation of the strategies, measures and procedures for identifying (for example, as part of a materiality analysis of sustainability issues relevant to the industry and business unit), assessing (including any KPIs) and reviewing (for example, as part of an environmental management system) sustainable corporate governance, in each case including with regard to the violation of due diligence obligations relating to the observance of human rights (such as, child labor, hazardous work and exploitation of employees) and environmental impacts ( such as environmental pollution, waste generation, energy consumption, water use, CO2 emissions and so on, as well as loss of biodiversity) through own business activities and those of subsidiaries.

1.5 Please provide documentation regarding:

(i) any internal control systems for ESG compliance (for example, ESG audits), including in particular with respect to the above areas,

(ii) documentation regarding ESG and compliance-related training for employees, and

(iii) any incidents of non-compliance with internal ESG requirements.

Certification

1.6 Please provide any details of independent sustainability certifications or other recognized standards or seals of approval of any company in the group (such as CSE seal and so on).

Memberships

1.7 Is the company a member of the UN Global Compact, the Institutional Investors Group on Climate Change or a comparable organization?

Ratings

1.8 Please provide copies of all reports from ESG rating providers or agencies issued since [●] in relation to any company in the Group.

Non-profit

1.9 Please provide a summary of non-profit projects or funding that are currently and have been financially or otherwise supported or funded (such as, ecosystem protection projects) in the last 3 (three) years.

2. Questions for an expert session

General

2.1 Please explain what position ESG holds in the target company and the group and how responsibility is assigned.

2.2 Which areas of E (= Environmental) or S (= Social) or G (= Governance) are covered? Please explain the concrete understanding of the group companies with regard to ESG criteria and whether these are defined uniformly in the group companies? Please describe the measures implemented and planned to date for sustainable corporate governance in the company or group.

Management

2.3 Please explain the involvement and role of the management in the ESG area? Is the ESG area specifically assigned to a member of the target company's management, for example, on the basis of a business allocation plan?

2.4 Does the management board act in accordance with DCGK (German Corporate Governance Codex) 2022? Do the articles of association of a limited liability company declare the DCGK applicable to the managing director accordingly and does the management act in accordance with the DCGK 2022?

2.5 What financial and human resources are available for the implementation of ESG issues, including environmentally sustainable corporate governance and anti-discrimination and diversity issues?

Business Plan

2.6 Please explain how climate action is considered in the company's strategic direction and business plan; please provide examples of alignment with Sustainable Development Goal (SDG) No. 13 (Climate Action) and provide details of the company's alignment with respect to its CO2 emissions (such as 'Net Zero' target, CO2 budget, participation in the 'Race to Zero').

Sustainability reporting

2.7 Please explain the procedures initiated and planned to prepare for any reporting obligations under the new EU Corporate Sustainability Reporting Directive ('CSRD') for each Group company falling within the scope of the CSRD, including information on the provision of the necessary third party information rights.

Supplier or customer relations

2.8 How is compliance with ESG standards ensured with regard to entering into supplier or customer relationships? What contractual documentation is available at the group companies in this context (internal certificates, commitments)?