2026

Principles of good corporate governance firmly anchored

Responsible and transparent corporate governance oriented to long-term value creation has high priority at Koenig & Bauer. We are convinced that good corporate governance forms an essential basis for sustainable business success and strengthens the trust of our shareholders, business partners, employees and the financial markets in our company. We regard integrity and compliance as indispensable in business transactions and pursue a zero-tolerance policy in this regard.

Declaration of compliance in accordance with section 161 of the German Stock Corporation Act (AktG)

On the basis of the recommendations of the German Corporate Governance Code in the version dated 28 April 2022, the Executive Board and the Supervisory Board of Koenig & Bauer AG issued the following declaration of conformity on 13 March 2026.

The recommendations of the 'Government Commission on the German Corporate Governance Code' as amended on 28 April 2022 ( ‘GCGC 2022'), published by the Federal Ministry of Justice on 27 June 2022 in the official section of the Bundesanzeiger, have been complied with since the last Declaration of Compliance on 14 March 2025, with the following exceptions. The suggestions of the GCGC 2022 were also followed.

In the future, the company intends to continue to comply with the recommendations of the GCGC 2022, with the exception of the following precautionary declaration of deviation from recommendation C.10. The company intends to follow the suggestions in the future as well.

Recommendation A.5 GCGC

In accordance with recommendation A.5 GCGC 2022, the essential features of the entire - and not only accounting-related - internal control system as well as the risk management system shall be described in the management report. In addition, a statement is to be made on the appropriateness and effectiveness of the entire internal control and the risk management system. 

The recommendation thus goes well beyond the statutory requirements of sections 289 (4) and 315 (4) of the German Commercial Code (HGB). For this reason, Koenig & Bauer currently continues to describe - as required by law - the key features of the internal control system with regard to the accounting process and the risk management system in the combined management report, and thus deviates from recommendation A.5 GCGC.

Recommendation C.10 GCGC

In accordance with recommendation C.10 GCGC 2022, the Chair of the Supervisory Board, the Chair of the Audit Committee and the Chair of the committee dealing with Executive Board remuneration should be independent of the Company and the Executive Board.

For the assessment of this independence, recommendation C.7 GCGC  provides that a period of membership of the Supervisory Board of more than 12 years should be regarded as an indicator of a lack of independence. Ms. Rehm will reach this tenure in May 2026. Even though the Supervisory Board generally classifies members as not independent starting from this period, it sees no impairment of her objective performance of office in the case of Mrs Rehm. This assessment is based in particular on the fact that she maintains neither business nor personal relationships with the Executive Board or the Company. 

However, to ensure the highest possible level of transparency, the Company declares a deviation from recommendation C.10 as a precautionary measure.

The Supervisory Board is convinced that it is in the interests of the Company for Mrs. Rehm to continue as Chair of the Audit Committee until the end of her mandate in 2028. As a designated financial expert (section 100 (5) AktG), she possesses in-depth knowledge of the business models and internal processes of Koenig & Bauer AG and the Group. This experience is indispensable for effective monitoring of accounting and risk management. The Supervisory Board is therefore deliberately focusing on continuity for the current term of office until 2028 in order to ensure the high quality of the committee's work through Mrs Rehm's expertise without restriction. At the same time, this timeframe creates the basis for forward-looking succession planning to carefully prepare the orderly handover of the committee chair by the end of her mandate.

Recommendation G.7 GCGC

In accordance with recommendation G.7 sentence 1 GCGC, the Supervisory Board should establish performance criteria for all variable remuneration components for each Executive Board member for the forthcoming financial year, which should be geared primarily towards strategic objectives in addition to operational ones. The Supervisory Board should determine to what extent individual targets for the individual Executive Board members or targets for the entire Executive Board as a whole are decisive.

Contrary to recommendation G.7 sentence 1 GCGC, the Supervisory Board did not fully set the performance criteria for the variable remuneration components for the 2025 financial year before it began. Although the strategic and operational targets were discussed in depth in December 2024 on the basis of corporate planning, the formal resolution was not passed until March 2025 (STI) and May 2025 (LTI).

The Supervisory Board postponed the determination in order to ensure full consistency of the targets with the detailed planning and the new remuneration system introduced in 2025. In addition, the restructuring of the Executive Board effective on 1 July 2025 and the associated reassignment of responsibilities (change of CEO and new CFO) required separate coordination and harmonisation of the target agreements, which further delayed the process in the reporting period.

Recommendation G.7 GCGC is complied with again for the 2026 financial year. 

The Supervisory Board already established the performance criteria for the variable remuneration components for the 2026 financial year in December 2025 and thus before the start of the financial year.

This declaration, as well as those for previous years, is publicly accessible on the website at: https://investors.koenig-bauer.com/en/corporate-governance/declaration-of-compliance/

Remuneration of the Executive Board and the Supervisory Board

Information on the remuneration of the Executive Board and the Supervisory Board is published on the company's website at https://investors.koenig-bauer.com/en/corporate-governance/remuneration/ and on pages 129 et seq. of the 2025 Annual Report.

The remuneration of the Executive Board of Koenig & Bauer AG is geared toward the company's strategic goals. In the reporting year, the design of the remuneration is still based on two Executive Board remuneration systems. The reporting distinguishes between the forward-looking governance for the active Executive Board team (2024 Remuneration System) and the "phasing out" (2021 Remuneration System) of the Executive Board members who departed by 31 December 2025. As planned, upon taking office as CEO, Dr. Stephen Kimmich's contract was adjusted during the year on 4 June 2025 to the new 2024 Remuneration System. Dr. Alexander Blum's contract was also concluded on the basis of the 2024 Remuneration System. Since 1 January 2026, the 2024 Remuneration System has therefore formed the sole basis for the active management and remuneration of the new leadership team. For the Executive Board members who departed during the reporting year, Christoph Müller and Ralf Sammeck, and for Dr. Andreas Pleßke, who departed after the end of the reporting year, the 2021 Remuneration System remained applicable.

With the new 2024 system, the Company anchors a consistent pay-for-performance culture while maintaining strict cost discipline. Financial cornerstones such as fixed remuneration and target amounts for STI and LTI remain stable at the 2021 level. However, the new model is designed significantly more strictly: The guaranteed minimum LTI (the former 65% floor) has been eliminated, special remuneration has been abolished, and Share Ownership Guidelines have been introduced, requiring Board members to acquire shares in the amount of up to 100% of their fixed salary. Furthermore, LTI performance is now consistently measured by shareholder value (EPS and net financial position) and 100% by objectively measurable KPIs, thereby eliminating the Supervisory Board's subjective discretion.

In designing both systems, the Supervisory Board was guided by the recommendations and suggestions of the GCGC – for example, in accordance with suggestion G.14 of the GCGC, neither the 2021 nor the 2024 system provides for special termination rights or severance payments in the event of a change of control.

Target and maximum remuneration are determined by the Supervisory Board taking into account appropriateness. In doing so, both individual criteria such as personal performance and experience as well as company-related factors are taken into account. Regardless of the system applied, remuneration uniformly consists of four core components: fixed basic remuneration, a short-term variable component, a long-term variable component, and a pension commitment. For the active Board members Dr. Kimmich and Dr. Blum, the pension commitment was simplified to a pension allowance under the 2024 system, eliminating the need for provisions in pension funds.

The Annual General Meeting on 26 June 2024 approved the 2024 Remuneration System with a majority of 72.15% of the capital represented. From 2026, the 2024 Remuneration System will apply to both the members of the incumbent Executive Board and newly appointed members.

In accordance with section 113 (3) AktG, the Annual General Meeting on 4 June 2025 dealt with the remuneration of the Supervisory Board as part of its regular cycle. As the previous review by the Supervisory Board revealed no need for change, the Executive Board and Supervisory Board proposed the unchanged continuation of the existing system. The Annual General Meeting followed this proposal and confirmed the remuneration system and the regulations in Article 13 of the Articles of Association of Koenig & Bauer AG with a majority of 97.56% of the capital represented.

Corporate governance practices further optimized

Beyond the legal requirements, Koenig & Bauer applies further leadership rules and corporate practices for a better foundation for decisions and efficient monitoring. The risk management system, the planning, steering and control system, and the internal control system for ensuring proper accounting are described in detail in the combined management report.

Comprehensive and binding instructions aimed at ensuring legally compliant and ethical behavior of employees are provided by the Code of Business Conduct and the implementing corporate guidelines. Koenig & Bauer also expects its suppliers and business partners to recognize and observe these principles as well as human rights and social standards. These are set out in the Code of Business Conduct for Suppliers.

The Code of Business Conduct and the Code of Business Conduct for Suppliers can be accessed at https://compliance.koenig-bauer.com/en/.

Compliance management system meets high standards

Responsible and transparent corporate governance oriented to long-term value creation has high priority at Koenig & Bauer. We regard integrity and compliance as indispensable in business transactions. With the Group-wide compliance management system, employees and the company are protected from violations of laws or internal rules and at the same time supported in applying laws and rules correctly.

The compliance management system is the responsibility of the CEO and is implemented and controlled throughout the Group by the Group Compliance Officer. In all subsidiaries of Koenig & Bauer AG, designated contact persons are available to employees for questions regarding compliance or for reporting compliance concerns. Full-time Compliance Officers have been appointed at segment level and Compliance Operatives at the individual companies. For relevant specialist topics such as occupational safety and environmental protection, managers with special responsibility (function officers) have also been established, who manage their area of responsibility independently, specialist-specifically and competently. Beyond their role in implementing and monitoring standards, processes and reporting in the subsidiaries, the local Compliance Officers and Operatives are of particular importance as direct contact persons and advisors to employees on site. Furthermore, Koenig & Bauer AG has a central office for export control as well as import and customs governance.

Based on a regularly updated compliance risk analysis, the system is continuously refined, designed more effectively and sustainably anchored. In addition to monitoring changes in the law and published compliance risks, the continuous exchange on the internal processes of the companies in the Koenig & Bauer Group is also part of the risk assessment. For this purpose, a compliance team was established, consisting of representatives from IT, HR, accounting, tax, data protection and the local compliance officers. In addition, all subsidiaries submit a standardized report on the compliance situation as a fixed part of the agenda of the respective meetings of the supervisory bodies. Regular exchange with employees and the strong commitment of management to compliance (Tone from the Top) also promotes the deepening of the compliance culture in the Group. Since 1 January 2023, Koenig & Bauer AG has been applying the Supply Chain Due Diligence Act (LkSG). For the fulfillment of the associated due diligence obligations and the review of supplier risks related to the protected interests of the law, a policy statement has been published, a Human Rights Officer has been appointed and internal processes defined.

The Code of Conduct adopted by the Executive Board of Koenig & Bauer AG forms the foundation for the Group's value system. Numerous Group guidelines have been issued under this, detailing the compliance organization and process requirements. Manuals, work instructions and processes are created as needed and facilitate the application of compliance requirements by employees in their daily work. All relevant guidelines, forms and manuals are made available to employees in a suitable manner, in particular via a central portal on the Koenig & Bauer intranet.

Broad-based awareness of compliance topics and the reliable application of norms are ensured through training measures and internal communication supported by the Group-wide intranet. Using the "Koenig & Bauer Campus" training management system based on SuccessFactors, efficient and effective control of internally developed and externally purchased learning content according to the activity fields of employees is guaranteed throughout the Group. Where necessary, online training is supplemented by in-depth face-to-face training designed according to the needs of the departments. Relevant and up-to-date compliance information is communicated regularly via the intranet, the compliance officers of the subsidiaries or individual e-mails.

To receive reports of possible violations of laws, rules and internal requirements quickly and directly, an internet-based whistleblower platform was implemented, enabling employees, business partners and third parties to report possible legal violations and compliance matters, also anonymously. Using a system-integrated chat function, it is possible to remain in exchange even with anonymous whistleblowers to inform them of the processing status or to request additional information. However, employees can still contact the internal trusted persons known to them in their companies, the central compliance organization or management at any level. The whistleblower system also offers the opportunity to point out human rights and environmental risks as well as violations of human rights or environmental duties arising from the economic activities of a company in its own business area or of a direct supplier.

Independent audits by Internal Audit or external auditors continuously monitor the effectiveness of the compliance management system. ISO 37001 certification of the compliance management system, which has currently been successfully completed for Koenig & Bauer AG and seven other subsidiaries, is of particular importance in this context. The Audit Committee of the Supervisory Board is informed regularly in its meetings about incidents and progress in the field of compliance.

In addition to the permanent improvement of our compliance management system, we are committed to the further development of the international compliance culture and in particular to the worldwide fight against corruption and other unfair business practices. Supporting the Banknote Ethics Initiative (BnEI) as a member is of particular importance to us. Since its founding in 2013, the BnEI has established a strict code to prevent and combat corruption and antitrust violations in the field of banknote printing and trading. The developed principles are not only recognized among the members of the BnEI but are shared by a substantial portion of central banks and banknote printing plants worldwide and have largely become part of their procurement processes. As a member of the BnEI, Koenig & Bauer Banknote Solutions has subjected itself to strict rules of conduct and transparency, the compliance with which is checked as part of the regularly renewed accreditation based on an audit program developed by the BnEI. The accreditation was extended in 2024 for a further 3 years.

Further and detailed information on the compliance management system can be found at https://compliance.koenig-bauer.com/en/, in the summary of the Annual Report "Corporate Governance & Compliance", and in the chapter "Non-financial Group Report" in the Annual Report of Koenig & Bauer AG in accordance with sections 315c in conjunction with 289c to 289e HGB.

Close cooperation between the Executive Board and the Supervisory Board

As a German joint-stock company, Koenig & Bauer AG has a two-tier management and control structure, exercised by the members of the Executive Board and the Supervisory Board. The Executive Board and Supervisory Board work together closely and responsibly in the best interests of the company. The common goal is to ensure the company's continued viability and its sustainable value creation.

In the reporting year, the Executive Board and Supervisory Board successfully completed the strategic transformation of the Group in close cooperation. This profound realignment was at the center of the joint board work and included both the focusing of the portfolio and the streamlining of the Group organization from three to two segments. In this course, the Supervisory Board adjusted the Executive Board structure to the new governance and downsized the body from five to two members: a CEO and a CFO. This jointly designed generational transition now forms the stable foundation on which the new leadership team actively drives the future of the Group with a clear customer focus. In this context, the CEO and CFO, together with the two members of the new Group management, Christian Steinmaßl and Markus Weiß, form a closed leadership unit to forcefully implement the Group's operational and strategic goals.

In the course of this realignment, the following personnel changes occurred in the Executive Board during the 2025 financial year: After Christoph Müller had already left the board on 31 March 2025, Dr. Stephen Kimmich took over the chairmanship of the Executive Board from Dr. Andreas Pleßke at the end of the Annual General Meeting on 4 June 2025. Dr. Pleßke accompanied this transition until his retirement on 31 December 2025 as an ordinary member and handled important special tasks during this time. Parallel to this, Ralf Sammeck's contract ended on 30 June 2025 as scheduled, while Dr. Alexander Blum was appointed as the new CFO effective 1 July 2025. Thus, the Executive Board reached the target size of two members (CEO and CFO) at the beginning of 2026. The business allocation plan with the assignment to the Board divisions and segments as well as the distribution of functional responsibilities is presented in the combined management report for 2025 on page 24.

As the management body, the Executive Board conducts the business, determines the strategy and implements it in consultation with the Supervisory Board. In its work, it is committed to the interests and business policy principles of the company. The rules of procedure govern the modalities of decision-making and define matters such as acquisitions, investments and capital measures for which the Executive Board requires the approval of the Supervisory Board. In addition, the rules of procedure specify the internal distribution of tasks and responsibilities within the Executive Board, forming the binding framework for the operational management of the company. The Executive Board informs the Supervisory Board regularly, promptly and comprehensively about all company-relevant points such as planning, strategy implementation, current business development, and the financial, earnings and risk situation. Deviations are explained in detail.

The reporting by the Executive Board to the Supervisory Board and/or the Audit Committee also includes the risk situation and risk management, the internal control system and compliance. 

The Supervisory Board of Koenig & Bauer AG advises and monitors the Executive Board. According to the German Stock Corporation Act (AktG), its tasks include the appointment or dismissal of Executive Board members, monitoring and advising the Executive Board, adopting the annual financial statements, approving the consolidated financial statements, and approving or advising on important corporate planning and decisions. The twelve-member body is composed of six representatives each from the shareholders and employees in accordance with the German Co-Determination Act. The shareholder representatives are elected by the shareholders at the Annual General Meeting and the employee representatives by the employees of the German sites. In the event of a tied vote in the Supervisory Board, the Chairman's vote counts double. The Supervisory Board can also pass resolutions in a circular procedure. The Supervisory Board adopts rules of procedure, which form the binding legal basis for the internal organization of the Supervisory Board and its committees and define the specific processes, responsibilities and decision-making paths of the body.

In the course of the continuous review of internal governance structures, the rules of procedure of the bodies were revised in the 2025 financial year. The Supervisory Board adopted an adjusted version of its rules of procedure on 27 May 2025, which mainly included regulatory-driven adjustments to terminology. Likewise, the rules of procedure of the Executive Board were adjusted to align them with the new governance structure and the future downsizing of the board. 

The current versions of the rules of procedure for the Supervisory Board and Executive Board are available on the company's website at Rules of procedure of the Supervisory Board | Koenig & Bauer Investor Relations and at Rules of procedure of the Management Board | Koenig & Bauer Investor Relations.

In the 2025 reporting year, the Supervisory Board recorded two personnel changes on the shareholder representative side. Prof. Gisela Lanza left the board at the end of the Annual General Meeting on 4 June 2025; the Annual General Meeting elected Karoline Kalb as her successor for a four-year term. In addition, Gottfried Weippert resigned from his mandate in the course of his retirement as of 30 September 2025. While Daniel Pfeifer joined the Supervisory Board as a new member effective 1 October 2025, Marc Dotterweich took over the position of Deputy Chairman of the Supervisory Board and his mandates in the respective committees, which had become vacant due to the departure of Mr. Weippert.

Koenig & Bauer AG currently has five committees: the Personnel, Audit, Strategy, Nominating and Mediation Committees. The respective committee members and chairs are summarized by name in the following overview:

Personnel Committee
Prof. Dr.-Ing. Raimund Klinkner (Chair)
Dagmar Rehm
Marc Dotterweich

Audit Committee
Dagmar Rehm (Chair)
Marc Dotterweich
Dr. Johannes Liechtenstein
Simone Walter

Strategy Committee
Prof. Dr.-Ing. Raimund Klinkner (Chair)
Claus Bolza-Schünemann
Carsten Dentler
Marc Dotterweich
Karoline Kalb
Christopher Kessler
Simone Walter

Nominating Committee
Prof. Dr.-Ing. Raimund Klinkner (Chair)
Claus Bolza-Schünemann
Carsten Dentler

Mediation Committee acc. to section 27 (3) MitbestG
Prof. Dr.-Ing. Raimund Klinkner (Chair)
Julia Cuntz
Carsten Dentler
Marc Dotterweich

The committees primarily prepare the topics to be handled in the plenary session and corresponding resolution proposals. The Supervisory Board continuously monitors the Executive Board in the management of the business and advises it on fundamental questions of business policy, strategic orientation and significant projects. The self-assessment of the Supervisory Board is carried out internally every year using a questionnaire developed with external help and refined since then. The results are discussed in the circle of the Supervisory Board and improvements are implemented promptly.

The composition and tasks of the committees are described in sections 5 to 10 of the rules of procedure of the Supervisory Board. If necessary, the Supervisory Board can also establish special committees. Information on the activities of the Supervisory Board and its committees in the past financial year and an overview of the topics covered can be found in the report of the Supervisory Board.

Together with the Executive Board, the Supervisory Board ensures long-term succession planning. The personnel development program established at Koenig & Bauer is a modular concept for Group-wide promotion of employees, providing goal-oriented methods for various hierarchical levels. All personnel development initiatives take place with an international focus and involve all Group companies as well as the worldwide sales and service companies. Through development assessments, management and junior staff are appraised externally. In a subsequent internal process, the direct supervisors create competence profiles taking into account the results obtained. For a neutral view, the managing directors and department heads evaluate the management and junior staff from their business units in calibration workshops in the next step. A comprehensive competence matrix is available in a database for the evaluated group. From this circle, in the subsequent coordination rounds per business unit with board members and managing directors, potential candidates are identified according to the criteria of age, languages, internationality, leadership depth, expertise (technical/commercial competencies), CV, mobility/willingness to change and skills/potential, and individual development plans with further training measures are created. The goal is to fill management functions from within our own ranks, both to strengthen our attractiveness as an employer through systematic career development and to meet the expectations of career-oriented high performers, thereby contributing to the retention of qualified employees.

The one-year Junior Management Program (JuMP) with participants aims at the systematic preparation of junior staff for management tasks. In the reporting year, eight employees participated. The number of participants in the Leadership Program for middle management was nine in 2025. Promoting female junior staff for the assumption of management responsibility and leadership tasks is a major concern for Koenig & Bauer and is being further intensified, among other things through the implemented mentoring concept. In addition, employees can benefit from coaching by external and internal coaches. For new employees, there is a digital onboarding process at the start, which is intended to facilitate orientation and arrival in the company and to make the corporate culture experienceable. In the reporting year, 68 new employees took part in the onboarding and established their first network contacts.

With the Koenig & Bauer Academy and the Koenig & Bauer Campus, the framework conditions and instruments for company personnel development and further training have been created in the Group. In total, all described measures and initiatives promote a global leadership and learning culture to master the challenges of transformation.

The age limit established for Executive Board and Supervisory Board members is documented in the company's Articles of Association and contains the following rules: For the Executive Board, appointment takes place until the end of the 65th year of age, in exceptional cases up to a maximum of the end of the 67th year of age. Only persons who have not yet reached the end of their 67th year of age at the time of their election should be proposed for election as members of the Supervisory Board.

Objectives for the composition of the Executive Board and diversity concept for the Executive Board and the subsequent management levels

The criterion of diversity regarding age, gender, educational or professional background and international background will also be included by the Supervisory Board in future Executive Board appointments and by the Executive Board in the filling of management positions. The Supervisory Board and Executive Board respect the goals pursued with the introduction of a gender quota and value equal treatment and equal opportunities for women and men. In accordance with the Act on the Equal Participation of Women and Men in Leadership Positions in the Private Sector and the Public Service, the Executive Board and Supervisory Board have defined the target gender quotas.

The Supervisory Board has a resolution valid until 31 December 2025 that the target for the proportion of women in the Executive Board will continue to be 0% until 2025. The resolution is to be seen solely against the background of the Executive Board contracts running at that time until 2025 and 2026. The setting of a target above 0% would have implied the will of the Supervisory Board not to behave faithfully to the contracts or its own determinations.

In the next appointment of an Executive Board member, the gender quota will naturally be observed in accordance with the requirements of the Second Executive Positions Act (FüPoG II). In the course of filling the CFO position, which became vacant through the appointment of Dr. Stephen Kimmich as CEO, the Supervisory Board consistently applied the requirements of FüPoG II. In the search for a suitable successor, the body identified and reviewed a range of highly qualified female and male candidates. Both genders were represented on the longlist and the shortlist to ensure that the aspect of diversity in the sense of the legal objectives was fully taken into account in the selection decision alongside technical suitability. With the target size of two Executive Board members reached as planned on 1 January 2026, the statutory minimum participation requirement of FüPoG II for the Executive Board currently no longer applies directly. Regardless, the Supervisory Board continues to pay consistent attention to diversity in the composition of the Executive Board, as does the Executive Board in the filling of management functions in the company. With comparable qualifications of female and male candidates, the Supervisory Board and Executive Board will also strive to further increase the proportion of women in future appointments.

The target quota in level one below the Executive Board is 30% and the target quota in level two below the Executive Board was set at 11%. 

Koenig & Bauer places high value on the diversity of its workforce, which exhibits a high degree of diversity in terms of ethnicity, age and religion or worldview, experience, background and qualifications. People with mobile restrictions also belong to the core workforce. As with many other mechanical engineering companies, the proportion of women at Koenig & Bauer is relatively low at 14.9% in the Group compared to other sectors, but slightly increased compared to the previous year (14.7%). Various measures such as the analysis of recruiting, the intensification of mentoring programs, the implementation of "girls day" through to holiday care offers and the flexibilization of working hours to balance family and career are offered and further developed. In a program conducted with the Bavarian Business Association of Metal and Electrical Industries (bayme), we lead female specialist staff with development potential towards management tasks as needed.

With more highly qualified female employees, the proportion of women in leadership positions is to be increased through internal promotions and external appointments. At the end of 2025, the proportion of women at Koenig & Bauer AG in the first and second management levels below the Executive Board was 33.3% and 17.9% respectively. While the proportion of women in the first management level below the Executive Board remained unchanged compared to the previous year, it rose again in the second management level below the Executive Board (previous year: 16.1%).

The diversity management of the Executive Board also includes the addressing of specialists and managers on international labor markets via our production, service and sales companies outside Germany, whose expansion potential is regularly reviewed.

Long-term succession planning for the Executive Board

With the involvement of its Personnel Committee, the Supervisory Board ensures long-term succession planning for the Executive Board. The Personnel Committee of the Supervisory Board conducts talks with the Executive Board members in good time, usually at least one year before the end of the respective term of office, regarding their willingness to continue their mandate. Furthermore, the Supervisory Board continuously reviews the optimal composition of the Executive Board. The Chair of the Personnel Committee discusses with the CEO which knowledge, experience as well as technical and personal competencies are required in the Executive Board, particularly with regard to the strategic development of the company and changing regulatory framework conditions. It is analyzed to what extent the current Executive Board already meets these requirements. Should action be needed regarding the Executive Board staffing, potential internal or external candidates are identified for the corresponding supplement to the Board. In the search for suitable external candidates, the Supervisory Board can consult external advisors. In the evaluation of candidates, their personality and potential contribution to an optimal Board structure are considered alongside their individual knowledge and experience. In the event of an Executive Board appointment, the Personnel Committee submits a selection of suitable candidates to the Supervisory Board for decision.

Objectives for the composition, skills and expertise profile and diversity concept of the Supervisory Board and status of implementation in the past financial year

An appropriate composition of the responsible corporate bodies is fundamental for good corporate governance. The Supervisory Board is to be composed in such a way that its members as a whole possess the knowledge, skills and technical experience required to perform its tasks in a globally active group. The Supervisory Board of Koenig & Bauer AG has therefore specified concrete goals for its composition and developed a skills and expertise profile and a diversity concept, which is continuously further developed in accordance with the recommendations of the German Corporate Governance Code ("DCGK").

Thus, in February 2026, the skills and expertise profile was updated to reflect the dynamic requirements of digital transformation, including artificial intelligence, and stricter sustainability duties.

In its election proposals to the Annual General Meeting, the Supervisory Board takes into account the goals it has set for its composition and at the same time strives to fulfill the skills profile and the diversity concept. The measure for the composition of the Supervisory Board is to ensure qualified monitoring and advice for the Executive Board. Before any new appointment, the Supervisory Board will check which of its required competencies need to be reinforced.

Skills and expertise profile and strategic orientation

The Supervisory Board considers it essential that the entire body covers a broad spectrum of technical profiles that complement each other. In this context, twelve competence fields were identified as strategically decisive. The assessment is based on an evaluated self-assessment of the members in three levels (basic knowledge, in-depth knowledge, expert knowledge). These are detailed in the description of the skills profile and the diversity concept, which can be viewed on the company's website: https://investors.koenig-bauer.com/en/corporate-governance/qualification-matrix-of-the-supervisory-board/

Since the Supervisory Board primarily submits election proposals for the staffing of the shareholder side, the shareholder representatives in the Supervisory Board have decided on the following concrete targets for their side in addition to the general goals:

• Control and leadership experience: At least three members should have practical experience of working on supervisory boards and/or similar governing bodies Furthermore, at least two members should have experience in a leadership and key position in international groups.
• Industry expertise: At least one member should bring sound expertise in the field of plant and mechanical engineering. Given Koenig & Bauer's market positioning, at least one member should have special expertise in the printing and media industry as well as in packaging printing.
• Innovation and Finance: At least one member should have distinct experience in innovation, research & development and technology. Furthermore, at least one member should demonstrate a special understanding of the capital market and corporate finance.

According to legal requirements, at least two "Financial Experts" (accounting and auditing) according to section 100 AktG should belong to the Supervisory Board, whereby their expertise also covers sustainability reporting and its auditing. In accordance with the GCGC, it is also ensured that the Chair of the Audit Committee is expert and independent in at least one of the two areas.

Diversity concept and personal requirements

The Supervisory Board pays attention to variety (diversity) in its composition. This includes, besides an appropriate participation of the genders, the consideration of a balanced age structure, different professional and international experience horizons as well as various educational and professional backgrounds. The proportion of women in the body is to be kept at least 30% in accordance with legal requirements.

The members of the Supervisory Board should possess integrity, personality and social competence as personal competencies, be willing to perform and open to innovative thinking and new ideas.

Each Supervisory Board member should ensure that sufficient time is available to them for the exercise of their mandate. When taking on further mandates, the Supervisory Board members ensure that the legal mandate restrictions and the recommendations of the GCGC are observed.

In the election or re-election of Supervisory Board members, the following factors are additionally considered:

• Age structure: Candidates should generally not be older than 67 years at the time of election.
• Terms of office: According to the Articles of Association, candidates are proposed for election for a duration of a maximum of four years to enable contemporary personnel renewal.
• Duration of tenure: The tenure of a Supervisory Board member should generally not exceed a duration of three terms of office. A regular personnel renewal appears important to the Supervisory Board but must be balanced against the advantage of continuity of the body in its assessment. Stability in the composition of the Supervisory Board promotes trustful cooperation within the body and with the Executive Board. Considering also the experience and knowledge acquired through many years of board membership, personnel continuity can have a higher value for the company compared to renewal. To the extent necessary to secure special expertise at Koenig & Bauer AG or to fulfill other goals regarding the composition of the Supervisory Board, candidates who exceed this regular tenure can also be nominated in exceptional cases.

Independence of Board Members 

A core aspect of the monitoring function is the independence of the Supervisory Board members. An appropriate number of independent members should belong to the Supervisory Board on the shareholder side. In the assessment of the Supervisory Board, this is the case if more than half of the shareholder representatives are independent of the company, the Executive Board and any controlling shareholders.

The Supervisory Board further developed its reporting on independence in the 2026 financial year to ensure maximum transparency according to recommendations C.1 and C.8 GCGC In the qualification matrix, a strict distinction is now made between independence from the Executive Board and company (recommendation C.7) and independence from a controlling shareholder (recommendation C.9). This differentiated system is consistently applied to the entire body and thus includes both shareholder and employee representatives. This holistic presentation takes into account the requirements of international investors and proxy advisors and avoids the intransparency of a purely binary reporting.

Status of implementation

The Supervisory Board fulfills the goals, the skills profile and the diversity concept in its current composition. The body in its entirety is familiar with mechanical and plant engineering, the printing and media industry and the packaging industry and mostly has many years of international leadership experience.

The statutory minimum participation requirement of 30% women and 30% men each in the Supervisory Board (section 96 (2) AktG) is fulfilled. Since the quota applies separately for both sides, this requirement is implemented with Mrs Rehm and Mrs. Kalb on the shareholder side and Mrs. Cuntz, Mrs. Walter and Mrs. Witte-Herdering on the employee side.

Expertise on the panel

The Supervisory Board possesses deep expertise in its core areas:

• Finance and auditing expertise: The Audit Committee has in its Chair Mrs Dagmar Rehm a member with special knowledge and experience in auditing as well as expertise in the field of accounting (according to recommendation D.3 GCGC). With Dr. Johannes Liechtenstein, another member belongs to the committee who has designated expertise in accounting or auditing. The expertise of both also extends to sustainability reporting and its auditing. With Mrs Karoline Kalb, another qualified financial expert has joined the Supervisory Board.
• Industry and technology competence: With over 25 years of experience in the printing and media industry, Mr. Claus Bolza-Schünemann is characterized not only by high expertise for the assessment of new technologies and business fields but is also best acquainted with the needs of international customers. Prof. Dr.-Ing. Raimund Klinkner brings many years of experience in mechanical and plant engineering as former CEO of Knorr Bremse AG and deputy board member of Gildemeister AG.
• Capital market: Through his many years of board activity at Morgan Stanley Bank AG, Mr. Carsten Dentler has a special understanding of the capital market and corporate finance.
• ESG: Responsibility for ESG matters lies with the Audit Committee. Mrs Rehm possesses a deep understanding of the importance of holistic sustainability reporting for the long-term success of Koenig & Bauer AG due to her sound knowledge of the essential ESG factors.
• Digital Transformation: The Supervisory Board possesses a fundamental understanding of the opportunities and risks of new technologies (e.g. Artificial Intelligence) as well as for digital business models. Given the high dynamics, the body plans the reinforced expansion of these competencies in succession planning and through further training.

Differentiation of independence according to C.7 and C.9 GCGC

To ensure an even more precise presentation of the independence criteria of the German Corporate Governance Code, the Supervisory Board reports the independence of its members for the first time separately by independence from an eventual controlling shareholder (recommendation C.9) and independence from the company and Executive Board (recommendation C.7).

• Independence from a controlling shareholder (C.9 GCGC): Since the company has no controlling shareholder in the sense of the GCGC – neither through a voting majority according to the Securities Trading Act (WpHG) nor through a factual majority at the Annual General Meetings of past years – the Supervisory Board classifies all members (shareholder and employee representatives) as independent with regard to recommendation C.9.
• Independence from company and Executive Board (C.7 GCGC): In the sense of Best-Practice Governance, the Supervisory Board has undertaken a detailed reassessment. In the assessment of the Supervisory Board, with the exception of Mr. Claus Bolza-Schünemann and Mrs Dagmar Rehm, all representatives of the shareholders are independent in the sense of recommendation C.7. Given the four shareholder representatives still classified as independent according to recommendation C.7 – Prof. Dr.-Ing. Raimund Klinkner, Carsten Dentler, Karoline Kalb and Dr. Johannes Liechtenstein – the target, according to which more than half of the representatives of the shareholder side should be independent, is fully met. Special assessment of Claus Bolza-Schünemann: The precautionary classification of Mr. Bolza-Schünemann as not independent according to recommendation C.7 is done in the sense of Best-Practice Governance and to appreciate the transparency expectations of the capital market and the standards of international proxy advisors. This evaluation is justified by his own shareholdings and the close connection to an anchor shareholder, as these participation ratios in sum exceed the common materiality thresholds on the capital market. Regardless, the composition of the Supervisory Board with Mr. Bolza-Schünemann corresponds to the recommendation of the GCGC, according to which the body should appropriately consider the ownership structure. His participation ensures that the perspective of the long-term anchor shareholders is appropriately represented in the Supervisory Board. Special assessment of Dagmar Rehm: Mrs Rehm will reach a tenure of 12 years in May 2026. Solely due to the indicator effect of this tenure, the Supervisory Board classifies her formally as dependent. This evaluation takes into account the formal requirements of the GCGC without questioning the actual objectivity of her conduct of office.

Application of recommendation C.7 GCGC to employee representatives: In consistent application of this system to the entire body, the employee representatives are also included in the evaluation according to recommendation C.1 GCGC. Due to their existing employment relationship or their functional role, their classification in line with market practice is not independent according to C.7.

This holistic presentation in the qualification matrix thus precisely reflects the different role profiles and independence degrees within the Supervisory Board.

Particularity in the Audit Committee (Deviation C.10 GCGC)

Regarding the chair in the Audit Committee, the Supervisory Board has made a conscious decision: Although the skills profile provides for an independent chair, the Board consciously deviates from this target and from recommendation C.10 in the case of Mrs Rehm.

The Supervisory Board grants priority to continuity and the special technical expertise of Mrs Rehm (Financial Expert) over the formal independence rule. Due to her sound knowledge also of the essential ESG factors and her many years of experience, the Supervisory Board considers this staffing appropriate in the interest of the company to ensure stable monitoring. The continuation of the chair until the end of her mandate in 2028 secures the high quality of the committee work and creates the framework for forward-looking and structured succession planning.

To this end, the Supervisory Board has already initiated concrete steps: Through the personnel changes in June 2025 in the Supervisory Board, the skills profile of the body was proactively strengthened. The period until 2028 will now be actively used to ensure a systematic knowledge transfer within the framework of a structured onboarding and handover process. This allows potential successor candidates to be gradually introduced to the highly complex and company-specific mandate responsibility in the Audit Committee, thereby guaranteeing a seamless and quality-assured change in the committee chair. A corresponding deviation was justified in the declaration of conformity.

The following qualification matrix merges these differentiated independence profiles with the technical competencies and documents the current status of implementation of the requirement profile for the entire body.

Qualification matrix Supervisory Board of Koenig & Bauer AG: shareholder representatives

Qualification matrix Supervisory Board of Koenig & Bauer AG: employee representatives

For the D&O insurance concluded for the members of the Supervisory Board, a deductible of €2,500 is currently agreed. In the reporting year, no conflicts of interest occurred among the Supervisory Board or Executive Board members. The members of the Executive Board and Supervisory Board are obliged to report any conflicts of interest due to significant transactions or contracts with the company to the Supervisory Board without delay.

Würzburg, 26 March 2026