EUR 1000.00 For Business Accounts Only

Carl Zeiss Meditec - AGM 06 August 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.

Item 2: Management and Supervisory Board are proposing a dividend of EUR 0.65 per share (increased by 18.18% from EUR 0.55). In view of the recent events relating to COVID-19, ECGS is in favour of postponing decisions on the dividend, reductions or suspensions that would allow companies to avoid liquidity risks or not generate risk for their survival. In fact, the COVID-19 pandemic is expected to have a major impact on Carl Zeiss Meditec's business. On 2 April 2020, the Company withdrew its forecast for financial year 2019/2020 as the Management Board expects business development to be significanty impacted by the pandemic and its associated negative effects on the global economy. Therefore, in light of the current uncertainties, ECGS considers that it is not in the long-term interest of the Company to propose an increased dividend in this uncertain environment. Thus, although we would not have had an unfavourable opinion on the proposed dividend distribution in a different environment, as it is covered by earnings and free cash flow, we will not have a negative opinion if the Company changes the amount distributed to shareholders. In the meantime, we exceptionally recommend shareholders to abstain from voting.

Item 4: The remuneration system for the Management Board has not yet been put to shareholder approval. We note that the German Law Implementing the Second Shareholders' Rights Directive (ARUG II), which came into force on 1 January 2020, requires companies to submit the remuneration system to shareholder approval by 2021 at the latest. Furthermore, we raise our concerns over the insufficient transparency with regard to executive compensation, see section 4.5 for details. In line with our guidelines we would in principle recommend opposing the discharge of the Chairman of the Supervisory Board's Chairman's and Personnel Committee, Prof. Dr. Michael Kaschke. However, as the discharge is proposed in a bundled resolution we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.

Item 7a: We recommend to oppose the election of Dr. Karl Lamprecht to the Supervisory Board due to concerns over the insufficient independent representation on the Board.