The Supervisory Board and the Management Board of Koenig & Bauer AG declare pursuant to section 161 of the German Stock Corporation Act:
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 in the official section of the Federal Gazette on 27 June 2022 have been complied with since the last Declaration of Compliance on 16. März 2024 with the following exceptions. The company aims to fully comply with the recommendations of the GCGC in the future.
Recommendation A.5
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 system and the risk management system.
The recommendation thus goes well beyond the statutory requirements of Sections 289 (4) and 315 (4) HGB. For this reason, Koenig & Bauer AG 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 does not comply with recommendation A.5 GCGC 2022.
Recommendation G.7
In accordance with recommendation G.7 sentence 1 of the GCGC, the Supervisory Board shall determine the performance criteria for all variable remuneration components for each member of the Executive Board for the upcoming financial year, which - in addition to operational targets - shall be based primarily on strategic objectives. The Supervisory Board should determine the extent to which individual targets of the individual Executive Board members or targets for all Executive Board members together are decisive.
Contrary to recommendation G.7 sentence 1 GCGC, the Supervisory Board did not set the performance criteria for the variable remuneration components for the 2024 financial year before it began. Before the start of the financial year, the Supervisory Board endeavoured to implement the new remuneration system and align the targets with the new remuneration system. The details of the calculation system in this remuneration system, which was to be applied for the first time in the 2024 financial year, required more coordination.
The company aims to comply with this recommendation in the future.
Wuerzburg, 14 March 2025
Koenig & Bauer AG
For the Supervisory Board: Prof. Dr.-Ing. Raimund Klinkner, Chairman of the Supervisory Board
For the Executive Board: Dr. Andreas Pleßke, Chief Executive Officer