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General Engagement Terms

Wirtschaftsprüferinnen, Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften [German Public Auditors and Public Audit Firms] as
of January 1, 2024

1. Scope of application

(1) These engagement terms apply to contracts between German Pub­ lic Auditors (Wirtschaftsprüferinnen/Wirtschaftsprüfer) or German Public Audit Firms (Wirtschaftsprüfungsgesellschaften) - hereinafter collectively referred to as "German Public Auditors" - and their engaging parties for assurance services, lax advisory services, advice on business matters and other engagements except as otherwise agreed in writing (Textform) or prescribed by a mandatory rule.

(2) Third parties may derive claims from contracts between German Pub­ lic Auditors and engaging parties only when this is agreed or results from mandatory rules prescribed by law. In relation to such claims, these en­gagement terms also apply to these third parties. A German Public Audi­ tor is also entitled to invoke objections (Einwendungen) and defences (Einreden) arising from the contractual relationship with the engaging par­ty to third parties.

2. Scope and execution of the engagement

(1) Object cf the engagement is the agreed service - not a particular economic result. The engagement will be performed in accordance with the German Principles cf Proper Professional Conduct (Grundsätze ord­nungsmäßiger Berufsausübung). The German Public Auditor does not assume any management functions in connection with his services. The German Public Auditor is not responsible for the use or implementation cf the results of his services. The German Public Auditor is entitled to make use cf competent persons to conduct the engagement.

(2) Except for assurance engagements (betriebswirtschaftliche Prüfun­gen). the consideration cf foreign law requires an express agreement in writing (Textform).

(3) lf circumstances or the legal situation change subsequent to the release cf the final professional statement, the German Public Auditor is not obligated to refer the engaging party to changes or any consequences resulting therefrom.

3. The obligatlons of the engaging party to cooperate

(1) The engaging party shall ensure that all documents and further infor­mation necessary for the performance cf the engagement are provided to the German Public Auditor on a timely basis, and that he is informed cf all events and circumstances that may be cf significance to the performance cf the engagement. This also applies to those documents and further information, events and circumstances that first become known during the German Public Auditor's werk. The engaging party will also designate suitable persons to provide information.

(2) Upon the request cf the German Public Auditor, the engaging party shall confirm the completeness cf the documents and further information submitted as weil as the explanations and statements provided in state­ment as drafted by the German Public Auditor or in a legally accepted written form (gesetzliche Schriftform) or any other form determined by the German Public Auditor.

4. Ensuring independence

(1) The engaging party shall refrain from anything that endangers the independence cf the German Public Auditor's statt. This applies through­ out the term cf the engagement, and in particular to offers cf employment or to assume an executive or non-executive role, and to offers to accept engagements on their own behalf.

(2) Were the performance cf the engagement to impair the independence cf the German Public Auditor, cf related firms, firms within his network, or such firms associated with him, to which the independence requirements apply in the same way as to the German Public Auditor in other engage­ment relationships, the German Public Auditor is entitled to terminale the engagement for good cause.

5. Reporting and oral information

To the extent that the German Public Auditor is required to present results in a legally accepted written form (gesetzliche Schriftform) or in writing (Textform) as part cf the werk in executing the engagement, only that presentation is authoritative. Draft cf such presentations are non-bind­ ing. Except as otherwise provided for by law or contractually agreed, oral statements and explanations by the German Public Auditor are binding only when they are confirmed in writing (Textform). Statements and information of the German Public Auditor outside of the engagement are always non-binding.

6. Distribution of, a German Public Auditor's professional state­ment

(1) The distribution to a third party cf professional statements cf the German Public Auditor (results cf work or extracts cf the results cf werk whether in draft or in a final version) or information about the German Public Auditor acting for the engaging party requires the German Public Auditor's consent be issued in writing (Textform). unless the engaging party is obligated to distribute or inform due to law or a regulalory require­ment.

(2) The use by the engaging party for promotional purposes of the Ger­ man Public Auditor's professional statements and cf information about the German Public Auditor acting for the engaging party is prohibited.

7. Deficiency rectification

(1) In case there are any deficiencies, the engaging party is entitled to specific subsequent performance by the German Public Auditor. The en­ gaging party may reduce the fees or cancel the contract for failure cf such subsequent performance, for subsequent non-performance or unjustified refusal to perform subsequently, or for unconscionability or impossibility cf subsequent performance. lf the engagement was not commissioned by a consumer. the engaging party may only cancel the contract due to a deficiency if the service rendered is not relevant to him due to failure cf subsequent performance. to subsequent non-performance, to uncon­scionability or impossibility cf subsequent performance. No. 9 applies to the extent that further claims for damages exist.

(2) The engaging party must assert a claim for subsequent performance (Nacherfüllung) in writing (Textform) without delay. Claims for subsequent performance pursuant to paragraph 1 not arising from an intentional act expire after one year subsequent to the commencement cf the time limit under the statute cf limitations.

(3) Apparent deficiencies. such as clerical errors, arithmetical errors and deficiencies associated with technicalities contained in a German Public Auditor's professional statement (long-form reports, expert opinions etc.) may be corrected - also versus third parties - by the German Public Au­ditor at any time. Misstatements which may call into question the results contained in a German Public Auditor's professional statement entitle the German Public Auditor to withdraw such statement - also versus third parties. In such cases the German Public Auditor should first hear the engaging party, if practicable.

8. Confidentiality towards third parties, and data protection

(1) Der Wirtschaftsprüfer ist nach Maßgabe der Gesetze(§ 323 Abs. HGB, § 43 WPO, § 203 StGB) verpflichtet, über Tatsachen und Umstän­de, die ihm bei seiner Berufstätigkeit anvertraut oder bekannt werden, Stillschweigen zu bewahren, es sei denn, dass der Auftraggeber ihn von dieser Schweigepflicht entbindet.

(2) Der Wirtschaftsprüfer wird bei der Verarbeitung von personenbezo­genen Daten die nationalen und europarechtlichen Regelungen zum Da­tenschutz beachten.

9. Liability

(1) For legally required services by German Public Auditors, in particular audits, the respective legal limitations cf liability, in particular the limitation of liability pursuant to § 323 Abs. 2 HGB, apply.

(2) lnsofar neither a statutory limitation of liability is aplicable, nor an individual contractual limitation cf liability exists, claims for damages due to negligence arising out cf the contractual relationship between the engaging party and the German Public Auditor. except for damages resulting from injury to life, body or health as weil as for damages that constitute a duty of replacement by a producer pursuant to § 1 ProdHaftG [German Prod­uct Liability Act: Produkthaftunasgesetzl]. are limited to € 4 million pursuant to § 54 a Abs. 1 Number 2 WPO. This applies equally to claims against the German Public Auditor made by third parties arising from, or in connection with, the contractual relationship.

(3) When multiple claimants assert a claim for damages arising from an existing contractual relationship with the German Public Auditor due to the German Public Auditor's negligent breach of duty, the maximum amount stipulated in paragraph 2 applies to the respective claims of all claimants collectively.

(4) The maximum amount under paragraph 2 relates to an individual case of damages. An individual case of damages also exists in relation to a uni­ form damage arising from a number of breaches of duty. The individual case of damages encompasses all consequences from a breach of duty regard­ less of whether the damages occurred in one year or in a number of suc­cessive years. In this case, multiple acts or omissions based on the same source of error or on a source of error of an equivalent nature are deemed to be a single breach of duty if the matters in question are legally or economi­cally connected to one another. In this event the claim against the German Public Auditor is limited to € 5 million.

(5) A claim for damages expires if a suit is not filed within six months sub­ sequent to the written statement (Textform) of refusal of acceptance of the indemnity and the engaging party has been informed of this consequence. This does not apply to claims for damages resulting from scienter, a culpable injury to life, body or health as weil as for damages that constitute a liability for replacement by a producer pursuant to§ 1 ProdHaftG. The right to invoke a plea of the statute of limitations remains unaffected.

(6) § 323 HGB remains unaffected by the rules in paragraphs 2 to 5.

10. Supplementary provisions for audit engagements

(1) lf the engaging party subsequently amends the financial statements or management report audited by a German Public Auditor and accompanied by an auditor's report (Bestätigungsvermerk), he may no longer use this auditor's report. lf the German Public Auditor has not issued an auditor's report, a reference to the audit conducted by the German Public Auditor in the management report or any other public reference is permitted only with the German Pub­ lic Auditor's consent, issued in a legally accepted written form (gesetzliche Schriftform), and with a wording authorized by him.

(2) lf the German Public Auditor revokes the auditor's report, it may no longer be used. lf the engaging party has already made use of the auditor's report, then upon the request of the German Public Auditor he must give notification of the revocation.

(3) The engaging party has a right to five official copies of the report. Addi­tional official copies will be charged separately.

11. Supplementary provisions for assistance in tax matters

(1) When advising on an individual tax issue as weil as when providing ongoing tax advice. the German Public Auditor is entitled to use as a correct and complete basis the facts provided by the engaging party - especially numerical disclosures; this also applies to bookkeeping engagements. Nevertheless. he is obligated to indicate to the engaging party any material errors he has identified.

(2) The tax advisory engagement does not encompass procedures required to observe deadlines, unless the German Public Auditor has explicitly accepted a corresponding engagement. In this case the engaging party must provide the German Public Auditor with all documents required to ob­ serve deadlines - in particular tax assessments - on such a timely basis that the German Public Auditor has an appropriate lead time.

(3) Except as agreed otherwise in writing (Textform), ongoing tax advice encompasses the following work during the contract period:
a) preparation and electronic transmission of annual lax returns, including financial statements for tax purposes in electronic format, for income tax, corporate tax and business tax, namely on the basis of the annual financial statements, and on other schedules and evidence documents required for the taxation, to be provided by the engaging party
b) examinalion of tax assessments in relation to the taxes referred to in (a)
c) negotiations with tax authorities in connection with the returns and assessments mentioned in (a) and (b)
d) support in tax audits and evaluation of the results of tax audits with respect to the laxes referred to in (a)
e) participation in petition or protest and appeal procedures with respect to the taxes mentioned in (a).
In the aforementioned tasks the German Public Auditor takes into account material published legal decisions and administrative interpretations.

(4) lf the German Public auditor receives a fixed fee for ongoing lax advice, the work mentioned under paragraph 3 (d) and (e) is to be remunerated separately, except as agreed otherwise in writing (Textform).

(5) lnsofar the German Public Auditor is also a German Tax Advis­or and the German Tax Advice Remuneration Regulation (Steuerberatungsvergütungsverordnung) is tobe applied to calculate the remunera­tion, a greater or lesser remuneration than the legal default remuneration can be agreed in writing (Textform).

(6) Work relating to special individual issues for income lax, corporate tax, business lax and valuation assessments for property units as weil as all issues in relation to sales lax, payroll lax, other taxes and dues requires a separate engagement. This also applies to:
a) work on non-recurring lax matters, e.g. in the field of estate tax and real estate sales lax;
b) support and representation in proceedings before lax and administrative courts and in criminal tax matters;
c) advisory work and work related to expert opinions in connection with changes in legal form and other re-organizations, capital increases and reductions, insolvency related business reorganizations, admission and retirement of owners, sale of a business,
liquidations and the like, and
d) support in complying with disclosure and documentation obligations.

(7) To the extent that the preparation of the annual sales tax return is under­ taken as additional work, this includes neither the review of any special ac­ counting prerequisites nor the issue as to whether all potential sales tax allowances have been identified. No guarantee is given for the complete compilation of documents to claim the input tax credit.

12. Electronic communication

Communication between the German Public Auditor and the engaging par­ty may be via e-mail. In the event that the engaging party does not wish to communicate via e-mail or sets special security requirements, such as the encryption of e-mails, the engaging party will inform the German Public Auditor in writing (Textform) accordingly.

13. Remuneration

(1) In addition to his claims for fees, the German Public Auditor is entitled to claim reimbursement of his expenses; sales tax will be billed additionally. He may claim appropriate advances on remuneration and reimbursement of expenses and may make the delivery of his services dependent upon the complete satisfaction of his claims. Multiple engaging parties are jointly and severally liable.

(2) lf the engaging party is not a consumer, then a set-off against the German Public Auditor's Claims for remuneration and reimbursement of expenses is admissible only for undisputed claims or claims determined to be legally binding.

14. Dispute Settlement

The German Public Auditor is not prepared to participate in dispute settlement procedures before a consumer arbitration board (Verbraucherschlichtungsstelle) within the meaning of § 2 of the German Act on Consum­ er Dispute Settlements (Verbraucherstreitbeilegungsgesetz).

15. Applicable law

The contract, the performance of the services and all claims resulting there­ from are exclusively governed by German law.

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