1032-00003 · Client 1032 · Closing

draft-officer-certificate.docx DOCUMENT Capital Markets

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CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY

FORM OF OFFICER'S CERTIFICATE

[This is a form of closing certificate to be delivered pursuant to Section [__] of the Underwriting Agreement. Bracketed items and blanks to be completed at closing. All instructions in brackets are for the guidance of drafting counsel and are to be removed prior to execution.]

OFFICER'S CERTIFICATE

[__], 2026

Delivered pursuant to Section [__] of the Underwriting Agreement dated as of [__], 2026

This Officer's Certificate (this "Certificate") is delivered in connection with the Underwriting Agreement (the "Underwriting Agreement"), dated as of [insert date], 2026, among [insert full legal name of issuer], an Aktiengesellschaft organized under the laws of the Federal Republic of Germany (the "Company"), the selling shareholders named therein (the "Selling Shareholders"), and the several underwriters named in Schedule I thereto (the "Underwriters"), for whom [insert name of representative] acts as representative (the "Representative"), relating to the offering (the "Offering") of American Depositary Shares ("ADSs"), each representing [insert ratio] ordinary shares (Stammaktien) of the Company (the "Ordinary Shares").

This Certificate is being delivered in connection with the closing of the Offering contemplated by the Underwriting Agreement and constitutes the Officer's Certificate referred to in Section [__] of the Underwriting Agreement as a condition to the obligation of the Underwriters to purchase the ADSs at the closing of the Offering.

Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Underwriting Agreement.

[Insert cross-reference to the specific section of the Underwriting Agreement requiring delivery of this certificate as a condition to closing — e.g., Section [7(e)] or equivalent.]

Section 1. Identity and Authority of Certifying Officers.

The undersigned, [insert name], [insert title] of the Company, and [insert name], [insert title] of the Company (each, a "Certifying Officer" and, collectively, the "Certifying Officers"), hereby certify the following to the Underwriters and the Representative:

[Insert full name and title of each certifying officer — typically the Chief Executive Officer / Vorstandsvorsitzender and the Chief Financial Officer / Finanzvorstand.]

Each Certifying Officer is a duly appointed and acting officer of the Company, holding the title set forth opposite such Certifying Officer's name above, and is duly authorized to execute and deliver this Certificate on behalf of the Company. Each Certifying Officer has authority to bind the Company with respect to the certifications, representations, and statements set forth herein.

Each Certifying Officer is familiar with the Underwriting Agreement, including all schedules and exhibits thereto, the Registration Statement on Form [insert form number] (File No. [insert SEC file number]) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC"), and the Prospectus included therein (the "Prospectus"), together with all amendments and supplements thereto through the date hereof. Each Certifying Officer has made, or has caused to be made under his or her supervision, such examination, review, and investigation of the affairs, business, condition, and operations of the Company and its subsidiaries, and of the Registration Statement, the Prospectus, and the Underwriting Agreement, as each Certifying Officer has deemed necessary or appropriate in order to enable such Certifying Officer to render the certifications set forth below. Each Certifying Officer has consulted with the Company's legal counsel, independent registered public accounting firm, and other advisors as each Certifying Officer has deemed appropriate in connection with the preparation and delivery of this Certificate.

Section 2. Accuracy of Representations and Warranties.

Each Certifying Officer hereby certifies that the representations and warranties of the Company set forth in Section [__] of the Underwriting Agreement (and in any certificate delivered by the Company pursuant thereto):

(a) were true and correct in all material respects as of the date of the Underwriting Agreement; and

(b) are true and correct in all material respects as of the date hereof as though made on and as of the date hereof (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).

Without limiting the generality of the foregoing, the certifications contained in this Section 2 extend to all representations and warranties of the Company made in each section and subsection of Section [__] of the Underwriting Agreement, including, without limitation, those representations and warranties relating to the organization, qualification, and good standing of the Company and its subsidiaries; the capitalization of the Company; the authorization, issuance, and validity of the ADSs and the underlying Ordinary Shares; the financial statements of the Company; the absence of undisclosed liabilities; compliance with applicable laws and regulations; the accuracy and completeness of the disclosure in the Registration Statement and the Prospectus; and all other matters addressed in such representations and warranties.

[Confirm whether "material respects" qualifier is appropriate or whether double-materiality scrub applies per the negotiated Underwriting Agreement language. Cross-reference the exact section numbers. If the representations and warranties already contain internal materiality qualifiers, determine whether the bring-down should be "in all respects" rather than "in all material respects" to avoid a double-materiality problem.]

Section 3. Compliance with Covenants and Conditions.

Each Certifying Officer hereby certifies that the Company has performed and complied in all material respects with all of its covenants, agreements, and obligations under the Underwriting Agreement required to be performed or complied with by the Company at or prior to the date hereof. Without limiting the generality of the foregoing, the Company has complied with all agreements, covenants, and undertakings set forth in Section [__] of the Underwriting Agreement, including those relating to the preparation, filing, and delivery of the Registration Statement and the Prospectus, the furnishing of information, the compliance with securities laws and regulations, and the use of proceeds.

Each Certifying Officer further certifies that all conditions set forth in Section [__] of the Underwriting Agreement to be satisfied by the Company on or prior to the date hereof have been satisfied in full, or, with respect to any such condition that has not been satisfied, such condition has been waived in writing by the Representative in accordance with the terms of the Underwriting Agreement.

[Cross-reference the specific conditions-to-closing section of the Underwriting Agreement — e.g., Section [7]. Confirm that each subsection of the conditions-to-closing provision has been addressed and that there are no outstanding conditions that remain unsatisfied or unwaived.]

Section 4. No Material Adverse Change.

Each Certifying Officer hereby certifies that, since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus (or, if applicable, since [insert specific date as specified in the Underwriting Agreement]):

(a) there has been no Material Adverse Effect (as defined in the Underwriting Agreement) on the Company or any of its subsidiaries;

(b) there has been no material adverse change in the condition (financial or otherwise), earnings, business, properties, operations, assets, liabilities, or prospects of the Company and its subsidiaries, taken as a whole;

(c) there has been no transaction entered into by the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, other than (i) transactions in the ordinary course of business consistent with past practice and (ii) transactions contemplated by the Underwriting Agreement and the Prospectus; and

(d) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order, or decree of any court or arbitrator or governmental or regulatory authority.

For the avoidance of doubt, the certifications set forth in this Section 4 are made as of the date hereof and, with respect to subsection (a) above, are based on the definition of "Material Adverse Effect" as set forth in Section [__] of the Underwriting Agreement. Each Certifying Officer has made due inquiry and investigation regarding the matters certified in this Section 4 and is not aware of any facts, events, developments, or circumstances that would reasonably be expected to result in a Material Adverse Effect or a material adverse change of the type described in subsections (b), (c), or (d) above.

[Align definition of "Material Adverse Effect" precisely with the Underwriting Agreement. Verify whether "prospects" qualifier was negotiated out. If the defined term in the Underwriting Agreement does not include "prospects," remove that reference from subsection (b). Insert the date of financial statements to be referenced — typically the end of the most recent fiscal quarter or fiscal year for which audited or reviewed financial statements appear in the Registration Statement.]

Section 5. Registration Statement and Prospectus — No Untrue Statements or Omissions.

Each Certifying Officer hereby certifies that:

(a) the Registration Statement on Form [insert form number] (File No. [insert SEC file number]), as amended through the date hereof (including all exhibits and financial statements included therein and all documents incorporated by reference therein), does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(b) the Prospectus, as amended or supplemented through the date hereof (including all documents incorporated by reference therein), does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and

(c) since the effective date of the Registration Statement, no event has occurred that should have been set forth in an amendment or supplement to the Registration Statement or the Prospectus which has not been so set forth in an amendment or supplement duly filed with the SEC.

For purposes of the certifications set forth in this Section 5, the term "Registration Statement" includes all information deemed to be a part of the Registration Statement at the time of effectiveness pursuant to Rule 430A, Rule 430B, or Rule 430C under the Securities Act of 1933, as amended (the "Securities Act"), and the term "Prospectus" means the final prospectus, as supplemented through the date hereof, including all information incorporated by reference therein. Each Certifying Officer has reviewed, or has caused to be reviewed under his or her supervision, the Registration Statement and the Prospectus in their entirety and has made such inquiries of the Company's management, legal counsel, independent registered public accounting firm, and other advisors as each Certifying Officer has deemed necessary or appropriate in connection with the certifications made in this Section 5.

[Confirm whether any additional disclosure documents (e.g., free writing prospectuses, issuer free writing prospectuses, pricing term sheets, or road show materials) should be covered by this certification. If any issuer free writing prospectuses have been used in connection with the Offering, consider adding a subsection (d) covering such documents. Cross-reference any free writing prospectus listed on Schedule [__] to the Underwriting Agreement.]

Section 6. No Stop Order or Proceedings.

Each Certifying Officer hereby certifies that:

(a) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or, to the knowledge of the undersigned, are contemplated or threatened by the SEC; and

(b) no order preventing or suspending the use of the Prospectus or any amendment or supplement thereto has been issued by the SEC, and no proceedings for that purpose have been instituted or, to the knowledge of the undersigned, are contemplated or threatened by the SEC.

Each Certifying Officer further certifies that, to his or her knowledge, the Company has not received any notice from the SEC or any other governmental or regulatory authority indicating that the SEC or such authority is considering or intends to take any action that could result in the issuance of a stop order or any similar order with respect to the Registration Statement or the Prospectus.

Section 7. No FINRA Objection / Exchange Listing.

Each Certifying Officer hereby certifies that:

(a) the Financial Industry Regulatory Authority, Inc. ("FINRA") has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the Offering, and, to the knowledge of the undersigned, no proceedings by FINRA for such purpose have been instituted or are contemplated; and

(b) the ADSs have been approved for listing on [insert exchange name — e.g., The Nasdaq Global Select Market], subject only to official notice of issuance, and the Company has taken all actions required by such exchange in connection with the listing of the ADSs.

[Confirm Nasdaq (or NYSE, as applicable) listing approval status and whether conditional approval language is acceptable. If listing approval remains subject to satisfaction of conditions other than official notice of issuance, describe such conditions and their status. Coordinate with exchange counsel regarding timing of final listing approval.]

Section 8. Good Standing and Corporate Authorization.

Each Certifying Officer hereby certifies that:

(a) the Company is validly existing as an Aktiengesellschaft (stock corporation) duly organized and validly existing under the laws of the Federal Republic of Germany, with full corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement and the Prospectus;

(b) the Company has full corporate power and authority to execute and deliver the Underwriting Agreement, the Deposit Agreement dated as of [insert date] between the Company and [insert name of depositary] (the "Deposit Agreement"), and all related agreements, instruments, and documents, and to consummate the transactions contemplated thereby, including, without limitation, the issuance and sale of the ADSs and the deposit of the underlying Ordinary Shares with the Depositary;

(c) all corporate approvals (including any required approvals of the Vorstand (management board) and the Aufsichtsrat (supervisory board) of the Company) necessary for the execution and delivery of the Underwriting Agreement and the Deposit Agreement and the issuance, sale, and delivery of the ADSs and the underlying Ordinary Shares have been duly and validly obtained, and no further corporate action on the part of the Company is required in connection therewith, except as may be required by applicable law to be taken after the date hereof and which shall be taken prior to or concurrently with the consummation of the transactions contemplated by the Underwriting Agreement; and

(d) the Ordinary Shares to be deposited with the Depositary in connection with the Offering have been duly authorized by all necessary corporate action (including any required approval of the Vorstand and the Aufsichtsrat), have been validly issued in accordance with the Satzung (articles of association) of the Company and applicable German law, and are fully paid and non-assessable (nicht nachschusspflichtig), free and clear of any liens, encumbrances, equities, preemptive rights, or similar rights, except as described in the Registration Statement and the Prospectus.

[Coordinate with the Secretary's / General Counsel's Certificate to avoid duplication of corporate authorization certifications. Cross-reference resolutions of the Vorstand and Aufsichtsrat authorizing the Offering. Confirm with German counsel the accuracy of the German-law characterizations set forth in this Section 8, including the non-assessable characterization and the absence of preemptive rights (or waiver/exclusion thereof).]

Section 9. No Conflict or Violation.

Each Certifying Officer hereby certifies that the execution, delivery, and performance by the Company of the Underwriting Agreement, the Deposit Agreement, and the other agreements and instruments contemplated thereby, and the consummation of the transactions contemplated thereby (including the issuance and sale of the ADSs and the deposit of the underlying Ordinary Shares), do not and will not:

(a) conflict with or violate the Satzung (articles of association) or any other organizational documents of the Company (including any rules of procedure (Geschäftsordnung) of the Vorstand or the Aufsichtsrat) or the charter, bylaws, or other organizational documents of any of its material subsidiaries;

(b) conflict with or result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or modification of, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the properties or assets of the Company or any of its material subsidiaries under, any material agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, note, bond, or other instrument or obligation to which the Company or any of its material subsidiaries is a party or by which any of them or any of their respective properties or assets are bound or affected; or

(c) violate any applicable law, statute, rule, regulation, judgment, injunction, order, writ, or decree of any court, governmental authority, regulatory body, administrative agency, or self-regulatory organization having jurisdiction over the Company or any of its material subsidiaries or any of their respective properties or assets, including, without limitation, the laws of the Federal Republic of Germany, the United States federal securities laws, and the rules and regulations of the SEC and [insert exchange name].

Section 10. Additional Certifications.

[Each Certifying Officer hereby further certifies as follows:]

[Review the Underwriting Agreement for any additional specific certifications required to be delivered in the Officer's Certificate. The following subsections are placeholder provisions addressing topics commonly required in underwriting agreements for offerings of this type. Insert, modify, or delete additional subsections as needed based on the final negotiated terms of the Underwriting Agreement.]

(a) Compliance with Sanctions and Anti-Corruption Laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of each Certifying Officer, any director, officer, employee, agent, or affiliate of the Company or any of its subsidiaries is currently the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the United Nations Security Council, the European Union, His Majesty's Treasury, or other relevant sanctions authority (collectively, "Sanctions"), nor is the Company or any subsidiary located, organized, or resident in a country or territory that is the subject or target of comprehensive Sanctions (currently, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine). The Company and its subsidiaries are in compliance in all material respects with all applicable Sanctions laws and regulations, anti-money laundering laws (including the Bank Secrecy Act, as amended by the USA PATRIOT Act), and anti-corruption and anti-bribery laws (including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act 2010).

(b) Insurance Coverage. The Company and its subsidiaries maintain insurance coverage with reputable insurers in such amounts and covering such risks as are adequate for the conduct of their respective businesses and the value of their respective properties, as described in the Registration Statement and the Prospectus, and all such insurance policies are in full force and effect as of the date hereof.

(c) Tax-Related Certifications. [Insert applicable tax-related certifications as required by the Underwriting Agreement, including, without limitation, certifications regarding the Company's status under Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (passive foreign investment company ("PFIC") status), and any certifications regarding withholding tax obligations in connection with the issuance and sale of the ADSs and the underlying Ordinary Shares.]

(d) intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, copyrights, licenses, and other intellectual property rights necessary for the conduct of their respective businesses as currently conducted and as described in the Registration Statement and the Prospectus, and, to the knowledge of each Certifying Officer, neither the Company nor any of its subsidiaries has received any written notice of infringement of or conflict with the rights of others with respect to any of the foregoing.

(e) Export Control Compliance. The Company and its subsidiaries are in compliance in all material respects with all applicable export control laws and regulations, including, without limitation, the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and applicable European Union export control regulations.

(f) [Additional Subsections as Required.] [Insert any additional certifications required by the Underwriting Agreement, including, without limitation, certifications regarding data privacy compliance, environmental matters, cybersecurity, pending or threatened litigation, related party transactions, or any other matters specifically required by the negotiated terms of the Underwriting Agreement.]

Each Certifying Officer acknowledges that the Underwriters are relying upon the truth and accuracy of the certifications, representations, and statements contained in this Certificate in connection with their purchase of the ADSs at the closing of the Offering. This Certificate is being delivered to the Representative on behalf of the Underwriters and may be relied upon by the Underwriters and their respective counsel.

This Certificate may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[Remainder of this page intentionally left blank; signature page follows.]

[SIGNATURE PAGE TO OFFICER'S CERTIFICATE]

IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of [insert date], 2026.

[INSERT FULL LEGAL NAME OF COMPANY]

By: ________

Name: [Insert name]

Title: [Insert title — e.g., Chief Executive Officer (Vorstandsvorsitzender)]

By: ________

Name: [Insert name]

Title: [Insert title — e.g., Chief Financial Officer (Finanzvorstand)]

[Both officers must sign. Confirm with German counsel whether wet-ink signatures or electronic signatures (including qualified electronic signatures under the eIDAS Regulation) are acceptable under German corporate law and the Company's Satzung, and whether notarization or apostille is required for delivery of this Certificate. Confirm New York law and Underwriting Agreement execution requirements. If the Underwriting Agreement is governed by New York law, confirm that execution by two members of the Vorstand satisfies the Company's signing requirements under both German law and the applicable provisions of the Underwriting Agreement. Coordinate with the Representative regarding any requirements for original or certified copies of this Certificate to be delivered at closing.]

FORMATTING AND DELIVERY NOTES (TO BE REMOVED PRIOR TO EXECUTION):

• This Certificate is to be printed on Company letterhead or presented as a stand-alone certificate, as mutually agreed by the Company and the Representative.

• Page numbering: centered at bottom of each page.

• All bracketed instructions, placeholders, and drafting notes are to be removed and all blanks are to be completed at the time of execution.

• All cross-references to sections of the Underwriting Agreement are to be finalized once the Underwriting Agreement is in final execution form.

• All defined terms herein are to be verified against the final execution version of the Underwriting Agreement to ensure consistency.

• This Certificate is to be delivered at or prior to the closing of the Offering contemplated by the Underwriting Agreement, at the time and place specified in Section [__] of the Underwriting Agreement.

• Following execution, signed originals (or certified copies, as applicable) shall be delivered to the Representative and its counsel in accordance with the closing mechanics agreed upon by the parties.

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY
FORM OF OFFICER'S CERTIFICATE
[This is a form of closing certificate to be delivered pursuant to Section [__] of the Underwriting Agreement. Bracketed items and blanks to be completed at closing. All instructions in brackets are for the guidance of drafting counsel and are to be removed prior to execution.]
OFFICER'S CERTIFICATE
[__], 2026
Delivered pursuant to Section [__] of the Underwriting Agreement dated as of [__], 2026
This Officer's Certificate (this "Certificate") is delivered in connection with the Underwriting Agreement (the "Underwriting Agreement"), dated as of [insert date], 2026, among [insert full legal name of issuer], an Aktiengesellschaft organized under the laws of the Federal Republic of Germany (the "Company"), the selling shareholders named therein (the "Selling Shareholders"), and the several underwriters named in Schedule I thereto (the "Underwriters"), for whom [insert name of representative] acts as representative (the "Representative"), relating to the offering (the "Offering") of American Depositary Shares ("ADSs"), each representing [insert ratio] ordinary shares (Stammaktien) of the Company (the "Ordinary Shares").
This Certificate is being delivered in connection with the closing of the Offering contemplated by the Underwriting Agreement and constitutes the Officer's Certificate referred to in Section [__] of the Underwriting Agreement as a condition to the obligation of the Underwriters to purchase the ADSs at the closing of the Offering.
Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Underwriting Agreement.
[Insert cross-reference to the specific section of the Underwriting Agreement requiring delivery of this certificate as a condition to closing — e.g., Section [7(e)] or equivalent.]
Section 1. Identity and Authority of Certifying Officers.
The undersigned, [insert name], [insert title] of the Company, and [insert name], [insert title] of the Company (each, a "Certifying Officer" and, collectively, the "Certifying Officers"), hereby certify the following to the Underwriters and the Representative:
[Insert full name and title of each certifying officer — typically the Chief Executive Officer / Vorstandsvorsitzender and the Chief Financial Officer / Finanzvorstand.]
Each Certifying Officer is a duly appointed and acting officer of the Company, holding the title set forth opposite such Certifying Officer's name above, and is duly authorized to execute and deliver this Certificate on behalf of the Company. Each Certifying Officer has authority to bind the Company with respect to the certifications, representations, and statements set forth herein.
Each Certifying Officer is familiar with the Underwriting Agreement, including all schedules and exhibits thereto, the Registration Statement on Form [insert form number] (File No. [insert SEC file number]) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC"), and the Prospectus included therein (the "Prospectus"), together with all amendments and supplements thereto through the date hereof. Each Certifying Officer has made, or has caused to be made under his or her supervision, such examination, review, and investigation of the affairs, business, condition, and operations of the Company and its subsidiaries, and of the Registration Statement, the Prospectus, and the Underwriting Agreement, as each Certifying Officer has deemed necessary or appropriate in order to enable such Certifying Officer to render the certifications set forth below. Each Certifying Officer has consulted with the Company's legal counsel, independent registered public accounting firm, and other advisors as each Certifying Officer has deemed appropriate in connection with the preparation and delivery of this Certificate.
Section 2. Accuracy of Representations and Warranties.
Each Certifying Officer hereby certifies that the representations and warranties of the Company set forth in Section [__] of the Underwriting Agreement (and in any certificate delivered by the Company pursuant thereto):
(a) were true and correct in all material respects as of the date of the Underwriting Agreement; and
(b) are true and correct in all material respects as of the date hereof as though made on and as of the date hereof (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).
Without limiting the generality of the foregoing, the certifications contained in this Section 2 extend to all representations and warranties of the Company made in each section and subsection of Section [__] of the Underwriting Agreement, including, without limitation, those representations and warranties relating to the organization, qualification, and good standing of the Company and its subsidiaries; the capitalization of the Company; the authorization, issuance, and validity of the ADSs and the underlying Ordinary Shares; the financial statements of the Company; the absence of undisclosed liabilities; compliance with applicable laws and regulations; the accuracy and completeness of the disclosure in the Registration Statement and the Prospectus; and all other matters addressed in such representations and warranties.
[Confirm whether "material respects" qualifier is appropriate or whether double-materiality scrub applies per the negotiated Underwriting Agreement language. Cross-reference the exact section numbers. If the representations and warranties already contain internal materiality qualifiers, determine whether the bring-down should be "in all respects" rather than "in all material respects" to avoid a double-materiality problem.]
Section 3. Compliance with Covenants and Conditions.
Each Certifying Officer hereby certifies that the Company has performed and complied in all material respects with all of its covenants, agreements, and obligations under the Underwriting Agreement required to be performed or complied with by the Company at or prior to the date hereof. Without limiting the generality of the foregoing, the Company has complied with all agreements, covenants, and undertakings set forth in Section [__] of the Underwriting Agreement, including those relating to the preparation, filing, and delivery of the Registration Statement and the Prospectus, the furnishing of information, the compliance with securities laws and regulations, and the use of proceeds.
Each Certifying Officer further certifies that all conditions set forth in Section [__] of the Underwriting Agreement to be satisfied by the Company on or prior to the date hereof have been satisfied in full, or, with respect to any such condition that has not been satisfied, such condition has been waived in writing by the Representative in accordance with the terms of the Underwriting Agreement.
[Cross-reference the specific conditions-to-closing section of the Underwriting Agreement — e.g., Section [7]. Confirm that each subsection of the conditions-to-closing provision has been addressed and that there are no outstanding conditions that remain unsatisfied or unwaived.]
Section 4. No Material Adverse Change.
Each Certifying Officer hereby certifies that, since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus (or, if applicable, since [insert specific date as specified in the Underwriting Agreement]):
(a) there has been no Material Adverse Effect (as defined in the Underwriting Agreement) on the Company or any of its subsidiaries;
(b) there has been no material adverse change in the condition (financial or otherwise), earnings, business, properties, operations, assets, liabilities, or prospects of the Company and its subsidiaries, taken as a whole;
(c) there has been no transaction entered into by the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, other than (i) transactions in the ordinary course of business consistent with past practice and (ii) transactions contemplated by the Underwriting Agreement and the Prospectus; and
(d) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order, or decree of any court or arbitrator or governmental or regulatory authority.
For the avoidance of doubt, the certifications set forth in this Section 4 are made as of the date hereof and, with respect to subsection (a) above, are based on the definition of "Material Adverse Effect" as set forth in Section [__] of the Underwriting Agreement. Each Certifying Officer has made due inquiry and investigation regarding the matters certified in this Section 4 and is not aware of any facts, events, developments, or circumstances that would reasonably be expected to result in a Material Adverse Effect or a material adverse change of the type described in subsections (b), (c), or (d) above.
[Align definition of "Material Adverse Effect" precisely with the Underwriting Agreement. Verify whether "prospects" qualifier was negotiated out. If the defined term in the Underwriting Agreement does not include "prospects," remove that reference from subsection (b). Insert the date of financial statements to be referenced — typically the end of the most recent fiscal quarter or fiscal year for which audited or reviewed financial statements appear in the Registration Statement.]
Section 5. Registration Statement and Prospectus — No Untrue Statements or Omissions.
Each Certifying Officer hereby certifies that:
(a) the Registration Statement on Form [insert form number] (File No. [insert SEC file number]), as amended through the date hereof (including all exhibits and financial statements included therein and all documents incorporated by reference therein), does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(b) the Prospectus, as amended or supplemented through the date hereof (including all documents incorporated by reference therein), does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and
(c) since the effective date of the Registration Statement, no event has occurred that should have been set forth in an amendment or supplement to the Registration Statement or the Prospectus which has not been so set forth in an amendment or supplement duly filed with the SEC.
For purposes of the certifications set forth in this Section 5, the term "Registration Statement" includes all information deemed to be a part of the Registration Statement at the time of effectiveness pursuant to Rule 430A, Rule 430B, or Rule 430C under the Securities Act of 1933, as amended (the "Securities Act"), and the term "Prospectus" means the final prospectus, as supplemented through the date hereof, including all information incorporated by reference therein. Each Certifying Officer has reviewed, or has caused to be reviewed under his or her supervision, the Registration Statement and the Prospectus in their entirety and has made such inquiries of the Company's management, legal counsel, independent registered public accounting firm, and other advisors as each Certifying Officer has deemed necessary or appropriate in connection with the certifications made in this Section 5.
[Confirm whether any additional disclosure documents (e.g., free writing prospectuses, issuer free writing prospectuses, pricing term sheets, or road show materials) should be covered by this certification. If any issuer free writing prospectuses have been used in connection with the Offering, consider adding a subsection (d) covering such documents. Cross-reference any free writing prospectus listed on Schedule [__] to the Underwriting Agreement.]
Section 6. No Stop Order or Proceedings.
Each Certifying Officer hereby certifies that:
(a) no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or, to the knowledge of the undersigned, are contemplated or threatened by the SEC; and
(b) no order preventing or suspending the use of the Prospectus or any amendment or supplement thereto has been issued by the SEC, and no proceedings for that purpose have been instituted or, to the knowledge of the undersigned, are contemplated or threatened by the SEC.
Each Certifying Officer further certifies that, to his or her knowledge, the Company has not received any notice from the SEC or any other governmental or regulatory authority indicating that the SEC or such authority is considering or intends to take any action that could result in the issuance of a stop order or any similar order with respect to the Registration Statement or the Prospectus.
Section 7. No FINRA Objection / Exchange Listing.
Each Certifying Officer hereby certifies that:
(a) the Financial Industry Regulatory Authority, Inc. ("FINRA") has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the Offering, and, to the knowledge of the undersigned, no proceedings by FINRA for such purpose have been instituted or are contemplated; and
(b) the ADSs have been approved for listing on [insert exchange name — e.g., The Nasdaq Global Select Market], subject only to official notice of issuance, and the Company has taken all actions required by such exchange in connection with the listing of the ADSs.
[Confirm Nasdaq (or NYSE, as applicable) listing approval status and whether conditional approval language is acceptable. If listing approval remains subject to satisfaction of conditions other than official notice of issuance, describe such conditions and their status. Coordinate with exchange counsel regarding timing of final listing approval.]
Section 8. Good Standing and Corporate Authorization.
Each Certifying Officer hereby certifies that:
(a) the Company is validly existing as an Aktiengesellschaft (stock corporation) duly organized and validly existing under the laws of the Federal Republic of Germany, with full corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement and the Prospectus;
(b) the Company has full corporate power and authority to execute and deliver the Underwriting Agreement, the Deposit Agreement dated as of [insert date] between the Company and [insert name of depositary] (the "Deposit Agreement"), and all related agreements, instruments, and documents, and to consummate the transactions contemplated thereby, including, without limitation, the issuance and sale of the ADSs and the deposit of the underlying Ordinary Shares with the Depositary;
(c) all corporate approvals (including any required approvals of the Vorstand (management board) and the Aufsichtsrat (supervisory board) of the Company) necessary for the execution and delivery of the Underwriting Agreement and the Deposit Agreement and the issuance, sale, and delivery of the ADSs and the underlying Ordinary Shares have been duly and validly obtained, and no further corporate action on the part of the Company is required in connection therewith, except as may be required by applicable law to be taken after the date hereof and which shall be taken prior to or concurrently with the consummation of the transactions contemplated by the Underwriting Agreement; and
(d) the Ordinary Shares to be deposited with the Depositary in connection with the Offering have been duly authorized by all necessary corporate action (including any required approval of the Vorstand and the Aufsichtsrat), have been validly issued in accordance with the Satzung (articles of association) of the Company and applicable German law, and are fully paid and non-assessable (nicht nachschusspflichtig), free and clear of any liens, encumbrances, equities, preemptive rights, or similar rights, except as described in the Registration Statement and the Prospectus.
[Coordinate with the Secretary's / General Counsel's Certificate to avoid duplication of corporate authorization certifications. Cross-reference resolutions of the Vorstand and Aufsichtsrat authorizing the Offering. Confirm with German counsel the accuracy of the German-law characterizations set forth in this Section 8, including the non-assessable characterization and the absence of preemptive rights (or waiver/exclusion thereof).]
Section 9. No Conflict or Violation.
Each Certifying Officer hereby certifies that the execution, delivery, and performance by the Company of the Underwriting Agreement, the Deposit Agreement, and the other agreements and instruments contemplated thereby, and the consummation of the transactions contemplated thereby (including the issuance and sale of the ADSs and the deposit of the underlying Ordinary Shares), do not and will not:
(a) conflict with or violate the Satzung (articles of association) or any other organizational documents of the Company (including any rules of procedure (Geschäftsordnung) of the Vorstand or the Aufsichtsrat) or the charter, bylaws, or other organizational documents of any of its material subsidiaries;
(b) conflict with or result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or modification of, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the properties or assets of the Company or any of its material subsidiaries under, any material agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, note, bond, or other instrument or obligation to which the Company or any of its material subsidiaries is a party or by which any of them or any of their respective properties or assets are bound or affected; or
(c) violate any applicable law, statute, rule, regulation, judgment, injunction, order, writ, or decree of any court, governmental authority, regulatory body, administrative agency, or self-regulatory organization having jurisdiction over the Company or any of its material subsidiaries or any of their respective properties or assets, including, without limitation, the laws of the Federal Republic of Germany, the United States federal securities laws, and the rules and regulations of the SEC and [insert exchange name].
Section 10. Additional Certifications.
[Each Certifying Officer hereby further certifies as follows:]
[Review the Underwriting Agreement for any additional specific certifications required to be delivered in the Officer's Certificate. The following subsections are placeholder provisions addressing topics commonly required in underwriting agreements for offerings of this type. Insert, modify, or delete additional subsections as needed based on the final negotiated terms of the Underwriting Agreement.]
(a) Compliance with Sanctions and Anti-Corruption Laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of each Certifying Officer, any director, officer, employee, agent, or affiliate of the Company or any of its subsidiaries is currently the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the United Nations Security Council, the European Union, His Majesty's Treasury, or other relevant sanctions authority (collectively, "Sanctions"), nor is the Company or any subsidiary located, organized, or resident in a country or territory that is the subject or target of comprehensive Sanctions (currently, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine). The Company and its subsidiaries are in compliance in all material respects with all applicable Sanctions laws and regulations, anti-money laundering laws (including the Bank Secrecy Act, as amended by the USA PATRIOT Act), and anti-corruption and anti-bribery laws (including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act 2010).
(b) Insurance Coverage. The Company and its subsidiaries maintain insurance coverage with reputable insurers in such amounts and covering such risks as are adequate for the conduct of their respective businesses and the value of their respective properties, as described in the Registration Statement and the Prospectus, and all such insurance policies are in full force and effect as of the date hereof.
(c) Tax-Related Certifications. [Insert applicable tax-related certifications as required by the Underwriting Agreement, including, without limitation, certifications regarding the Company's status under Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (passive foreign investment company ("PFIC") status), and any certifications regarding withholding tax obligations in connection with the issuance and sale of the ADSs and the underlying Ordinary Shares.]
(d) intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, copyrights, licenses, and other intellectual property rights necessary for the conduct of their respective businesses as currently conducted and as described in the Registration Statement and the Prospectus, and, to the knowledge of each Certifying Officer, neither the Company nor any of its subsidiaries has received any written notice of infringement of or conflict with the rights of others with respect to any of the foregoing.
(e) Export Control Compliance. The Company and its subsidiaries are in compliance in all material respects with all applicable export control laws and regulations, including, without limitation, the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and applicable European Union export control regulations.
(f) [Additional Subsections as Required.] [Insert any additional certifications required by the Underwriting Agreement, including, without limitation, certifications regarding data privacy compliance, environmental matters, cybersecurity, pending or threatened litigation, related party transactions, or any other matters specifically required by the negotiated terms of the Underwriting Agreement.]
Each Certifying Officer acknowledges that the Underwriters are relying upon the truth and accuracy of the certifications, representations, and statements contained in this Certificate in connection with their purchase of the ADSs at the closing of the Offering. This Certificate is being delivered to the Representative on behalf of the Underwriters and may be relied upon by the Underwriters and their respective counsel.
This Certificate may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
[Remainder of this page intentionally left blank; signature page follows.]
[SIGNATURE PAGE TO OFFICER'S CERTIFICATE]
IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of [insert date], 2026.
[INSERT FULL LEGAL NAME OF COMPANY]
By: ________
Name: [Insert name]
Title: [Insert title — e.g., Chief Executive Officer (Vorstandsvorsitzender)]
By: ________
Name: [Insert name]
Title: [Insert title — e.g., Chief Financial Officer (Finanzvorstand)]
[Both officers must sign. Confirm with German counsel whether wet-ink signatures or electronic signatures (including qualified electronic signatures under the eIDAS Regulation) are acceptable under German corporate law and the Company's Satzung, and whether notarization or apostille is required for delivery of this Certificate. Confirm New York law and Underwriting Agreement execution requirements. If the Underwriting Agreement is governed by New York law, confirm that execution by two members of the Vorstand satisfies the Company's signing requirements under both German law and the applicable provisions of the Underwriting Agreement. Coordinate with the Representative regarding any requirements for original or certified copies of this Certificate to be delivered at closing.]
FORMATTING AND DELIVERY NOTES (TO BE REMOVED PRIOR TO EXECUTION):
•  This Certificate is to be printed on Company letterhead or presented as a stand-alone certificate, as mutually agreed by the Company and the Representative.
•  Page numbering: centered at bottom of each page.
•  All bracketed instructions, placeholders, and drafting notes are to be removed and all blanks are to be completed at the time of execution.
•  All cross-references to sections of the Underwriting Agreement are to be finalized once the Underwriting Agreement is in final execution form.
•  All defined terms herein are to be verified against the final execution version of the Underwriting Agreement to ensure consistency.
•  This Certificate is to be delivered at or prior to the closing of the Offering contemplated by the Underwriting Agreement, at the time and place specified in Section [__] of the Underwriting Agreement.
•  Following execution, signed originals (or certified copies, as applicable) shall be delivered to the Representative and its counsel in accordance with the closing mechanics agreed upon by the parties.

CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY

FORM OF OFFICER'S CERTIFICATE

OFFICER'S CERTIFICATE

FORMATTING AND DELIVERY NOTES (TO BE REMOVED PRIOR TO EXECUTION):

Record

Parties

Dates

Amounts