Corporate Governance Statement / German Corporate Governance Code
The following (Group) Statement on Corporate Governance pursuant to Sections 289f and 315d of the German Commercial Code (HGB) is a key element of our corporate governance reporting and includes the report by the Management Board and Supervisory Board on corporate governance within the meaning of Principle 23 of the German Corporate Governance Code in the version of the DCGK dated April 28, 2022, information on key corporate governance practices as well as on the working methods and composition of the Supervisory Board and the Management Board, including information on the company’s corporate governance, the diversity policy for the Supervisory Board and the Management Board, and the legal requirements for the equal participation of women and men in leadership positions.
1) Declaration of Compliance with the German Corporate Governance Code
The German Corporate Governance Code (DCGK), with its internationally and nationally established standards of good and responsible corporate governance, is intended to promote trust in the management and oversight of German publicly traded stock corporations. UNITEDLABELS AG seeks to maintain and further strengthen the trust of its shareholders, customers, suppliers, employees, and the general public in the company through openness and transparency. For these reasons, UNITEDLABELS AG complies with the recommendations of the German Corporate Governance Code to the greatest extent possible.
The current declaration of conformity with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG) is printed at the end of this chapter and published on the company’s website at the following link: https://www.unitedlabels.com/investor-relations/corporate-governance
The current declarations of conformity with the German Corporate Governance Code, as well as those from previous years, are permanently made publicly available on the company’s website atwww.unitedlabels.com/investor-relations/corporate-governance.
2) Shareholders and Annual General Meeting
Our shareholders exercise their rights at the company’s Annual General Meeting. The Annual General Meeting takes place within the first eight months of the fiscal year. The Annual General Meeting is chaired by the Chairman of the Supervisory Board. The Annual General Meeting decides on all matters assigned to it by law. These include, among other things, the resolution on the appropriation of the net income reported in the annual financial statements, the discharge of the Supervisory Board and the Management Board, the election of the auditor, the election of members of the Supervisory Board, the approval of the compensation system and the compensation report for members of the Management Board and the Supervisory Board of the publicly traded company, as well as decisions regarding amendments to the Articles of Association or measures for raising or reducing capital. The Annual General Meeting also serves as a platform for shareholders to engage in dialogue with the Management Board and the Supervisory Board.
Our goal is to make it as easy as possible for shareholders to participate in the Annual General Meeting. To this end, all documents necessary for participation are published online in advance. In addition to the option of authorizing an intermediary, a shareholder association, or another person, shareholders are provided with a proxy for the Annual General Meeting whom they can instruct to exercise their voting rights on their behalf. Immediately following the Annual General Meeting, we publish the voting results on the Internet.
3) Information on Corporate Governance Practices
Code of Conduct for Manufacturers
To promote compliance with ethical standards in the age of global production, the UNITEDLABELS Group has developed a Code of Conduct for Manufacturers. The UNITEDLABELS Group comprises the headquarters UNITEDLABELS AG (Germany), UNITEDLABELS Belgium, N.V. (Belgium), UNITEDLABELS Comicware Ltd. (Hong Kong), UNITEDLABELS Ltd. (England), House of Trends europe GmbH (Germany), Open Mark United Labels GmbH (Germany), and Elfen-Service GmbH (Germany). The Code of Conduct is based on the conventions of the International Labour Organization (ILO) and the United Nations, as well as on the national legislation of the respective country of production. The full text of the Code of Conduct is published online on the company’s website atwww.unitedlabels.com/unternehmen/code-of-conducts.
4) Functioning of the Executive Board and Supervisory Board, as well as the composition and functioning of their committees
The German Stock Corporation Act prescribes a dual management system (“two-tier board structure”) for UNITEDLABELS AG, consisting of an Executive Board and a Supervisory Board. In the dual management system, management and oversight are strictly separated. The UNITEDLABELS Group is managed by the Management Board in accordance with statutory provisions and the rules of procedure adopted by the Supervisory Board. In its management of the business, the Management Board is advised and supervised by the Supervisory Board. The Supervisory Board appoints the members of the Management Board; significant transactions by the Management Board require its approval. The Management Board and the Supervisory Board adhere to the principles of sound corporate governance.
The Executive Board
The Company’s Executive Board is the Group’s governing body and consists of one person. The Executive Board is bound by the Company’s interests and is committed to increasing sustainable corporate value. It develops the corporate strategy, including for the subsidiaries. The Executive Board ensures compliance with legal requirements and works to ensure that Group companies adhere to them.
The Executive Board works closely with the Supervisory Board for the benefit of the company. It coordinates the company’s strategic direction with the Supervisory Board and discusses the status of strategy implementation with it at regular intervals.
The Executive Board informs the Supervisory Board regularly, promptly, and comprehensively about all matters relevant to the company regarding planning, business development, the risk situation, risk management, and compliance. In doing so, it addresses any deviations in business performance from established plans and targets, stating the reasons for such deviations.
Executive Board reports and documents required for decision-making, in particular the annual financial statements, the management report, the consolidated financial statements, the group management report, and the audit report, are forwarded to the members of the Supervisory Board as early as possible before the meeting, generally eight days prior to the meeting. In addition, the Chairman of the Supervisory Board and the Executive Board are in constant contact even outside of Supervisory Board meetings. If necessary, members of the Supervisory Board are informed verbally or in writing at short notice even outside of meetings, or may be convened for extraordinary meetings.
The Supervisory Board
The Supervisory Board of UNITEDLABELS AG consists of three members elected by the Annual General Meeting.
The Supervisory Board appoints the members of the Executive Board and represents the company in dealings with them. It supervises and advises the Executive Board on the management of the company and decides on all material transactions of the company that require approval. It regularly discusses business performance, planning, and strategy. At its regular meetings, the Supervisory Board reviews the monthly reports and quarterly reports. It examines the annual financial statements of UNITEDLABELS AG, the consolidated financial statements, and the management reports of the company and the Group with the assistance of the auditor, who reports directly to the Supervisory Board, and decides on their adoption or approval.
The Supervisory Board has adopted rules of procedure for its work, which are available at https://www.unitedlabels.com/investor-relations/geschaeftsordnung-aufsichtsrat/ and whose main provisions concern the composition and responsibilities of the Supervisory Board, the convening, preparation, and conduct of meetings, as well as regulations regarding committees and quorum.
Since the Supervisory Board consists of only three members, the Supervisory Board assumes the duties of an audit committee and addresses these under separate agenda items.
In accordance with the recommendation in Section C.1 of the German Corporate Governance Code, UNITEDLABELS AG believes that the Supervisory Board includes an appropriate number of independent members. This is because, in the Supervisory Board’s assessment, all members are to be regarded as independent.
At the Annual General Meeting on July 2, 2024, Dr. David Strack, Mr. Albert Hirsch, and Ms. Silvia Lubitz were elected to the Supervisory Board. The election of the Supervisory Board members took effect upon the conclusion of the Annual General Meeting on July 2, 2024, and will remain in effect until the conclusion of the Annual General Meeting that decides on the discharge of liability for the third fiscal year following the start of the term of office, excluding the fiscal year in which the term of office begins; accordingly, until the conclusion of the Annual General Meeting in 2028.
Given that it consists of only three members, the Supervisory Board does not see a need for specialized committees with regard to the company and its specific circumstances.
The Supervisory Board has neither specified concrete objectives for the composition of the Supervisory Board nor developed a competency profile for the entire body. It also refrains from reporting in the form of a qualification matrix.
Detailed information on the Supervisory Board’s key areas of work and consultation in fiscal year 2024 is provided in the Supervisory Board’s report, which is included in the 2024 Annual Report. The Chairman of the Supervisory Board is willing, within reasonable limits, to engage in discussions with investors on topics specific to the Supervisory Board.
Self-Assessment of the Effectiveness of the Supervisory Board’s Work
The Supervisory Board has conducted the regular self-assessment of the effectiveness of the Supervisory Board’s work required by the Code. The self-assessment was last conducted in January 2025 using a questionnaire completed by the members of the Supervisory Board, followed by a discussion within the Supervisory Board.
5) Provisions for Promoting Equal Participation of Women and Men in Leadership Positions
The “Act on Equal Participation of Women and Men in Leadership Positions in the Private Sector and Public Service” (FüPoG) required the executive boards and supervisory boards of certain companies in Germany to set targets for the proportion of women on the supervisory board, executive board, and the two subsequent management levels for the first time, and to specify by when the respective proportion of women was to be achieved. The companies were required to adopt their targets and implementation deadlines by September 30, 2015. When setting these targets for the first time, the implementation deadline could not, by law, extend beyond June 30, 2017. The “Act Supplementing and Amending the Regulations on the Equal Participation of Women and Men in Leadership Positions in the Private Sector and the Public Service (Second Leadership Positions Act – FüPoG II),” which entered into force on August 12, 2021, further developed the FüPoG that had entered into force in 2015. As a result, companies must now justify why they have set the goal of not appointing any women to the Executive Board.
On March 11, 2026, the Supervisory Board of UNITEDLABELS AG resolved that, with regard to the equal participation of women and men, a target of 0% for the proportion of women shall apply to the composition of both the Supervisory Board and the Executive Board until March 31, 2033. The setting of this target takes into account, in particular, the small size of the company’s governing bodies, which necessitates flexible appointments based on professional and personal qualifications. With regard to the composition of the Supervisory Board, it now includes one woman and is thus one-third female. Accordingly, at the Annual General Meeting on July 2, 2024, Ms. Silvia Lubitz was elected as a female member of the Supervisory Board following a proposal by the Supervisory Board.
On March 9, 2026, the Executive Board of UNITEDLABELS AG resolved to maintain the current proportion of women at the first management level at 50% and to continue the target until March 31, 2033. As of December 31, 2025, the executive level (senior management) consisted of five women and two men. Thus, the target was achieved.
6) Description of the Diversity Policy for the Composition of the Executive Board and Supervisory Board
Beyond the goals regarding the composition of the Management Board and Supervisory Board described in this statement, UNITEDLABELS AG currently does not pursue a diversity policy with regard to the composition of the body authorized to represent the company and the Supervisory Board.
7) Remuneration of Board Members
The compensation system submitted to and approved by the Annual General Meeting in accordance with Section 87a (1) and (2), first sentence, of the German Stock Corporation Act (AktG), the compensation reports for the most recent fiscal years with the auditor’s note, and the most recent compensation resolution pursuant to Section 113 (3) of the German Stock Corporation Act (AktG) are published in the Investor Relations section at the following link: https://www.unitedlabels.com/investor-relations/verguetungssysteme-und-verguetungsberichte
8) Transparency
UNITEDLABELS AG places a high priority on providing consistent, comprehensive, and timely information. Reporting on the business situation and results of UNITEDLABELS AG is conducted within the prescribed timeframes in the annual report, quarterly reports, and the six-month report. In addition, UNITEDLABELS AG participates in press and analyst conferences.
Furthermore, information is provided via press releases or ad hoc announcements, to the extent required by law. All announcements and communications are available online at www.unitedlabels.com/investor-relations. The scheduled dates of key recurring events and publications—such as the Annual General Meeting, the Annual Report, and interim financial reports—are compiled in a financial calendar, which is published sufficiently in advance and is available on the company’s website at https://www.unitedlabels.com/investor-relations/finanzkalender.
UNITEDLABELS AG has established compliance structures appropriate to its current size and will continue to develop these in light of growing regulatory requirements and with an eye toward the company’s future development.
Violations of applicable law and internal guidelines are subject to appropriate sanctions.
Declaration of Compliance by the Management Board and Supervisory Board of UNITEDLABELS Aktiengesellschaft pursuant to Section 161 of the German Stock Corporation Act (AktG) regarding the German Corporate Governance Code
The Management Board and Supervisory Board of UNITEDLABELS Aktiengesellschaft declare that the recommendations of the “Government Commission on the German Corporate Governance Code” published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette have generally been complied with in the past and will continue to be complied with in the future. The following statement refers to the recommendations of the Government Commission on the German Corporate Governance Code in the version dated April 28, 2022, published in the Federal Gazette on June 27, 2022 (“Code 2022” or “Code”).
Furthermore, the Management Board and the Supervisory Board declare that deviations from the recommendations of the “Government Commission on the German Corporate Governance Code” have occurred and are expected to occur in the future only as follows:
A. Management and Oversight
Recommendation A.1
According to Recommendation A.1, the Management Board should identify and assess the risks and opportunities for the company associated with social and environmental factors, as well as the environmental impacts of the company’s activities. Furthermore, environmental and social goals should be appropriately taken into account in the corporate strategy. Corporate planning should include corresponding financial and sustainability-related goals.
The Management Board and Supervisory Board generally recognize sustainability aspects as significant and take them into account appropriately in the course of their activities for the company. However, the aforementioned recommendations are vague, and a statement regarding their compliance is therefore subject to considerable uncertainty. For this reason, the Management Board and Supervisory Board declare a deviation as a precautionary measure.
Recommendation A.3
According to Recommendation A.3, the internal control system and the risk management system should also cover sustainability-related goals, to the extent that this is not yet required by law. This should include the processes and systems for collecting and processing sustainability-related data.
Currently, the design of the internal control system and the risk management system is based on legal requirements. Due to the size of the company, sustainability-related objectives that go beyond these legal requirements are not yet covered by the internal control system and the risk management system.
Recommendation A.4
There is no whistleblower system for employees or third parties. Due to the size of the company and an open corporate culture, the formal establishment of a whistleblower system is not considered necessary.
Recommendation A.5
In accordance with Recommendation A.5, the management report should describe the key features of the internal control system and the risk management system and should comment on the adequacy and effectiveness of these systems.
The Company has an internal control system and a risk management system in place. However, the recommendations regarding the disclosures in the management report go well beyond the legal requirements. At present, the Company bases its management report on the legal requirements and considers them sufficient.
B. Composition of the Executive Board
Recommendation B.1
The Code recommends ensuring diversity in the composition of the Executive Board. Since the Executive Board consists of only one member, diversity cannot be achieved. Should the composition of the Executive Board be expanded, the Supervisory Board will also take the aspect of diversity into account in its considerations.
Recommendation B.2
UNITEDLABELS AG deviates from this recommendation. Since, in the Supervisory Board’s view, the Management Board is still well-staffed, there is currently no need to make long-term succession plans.
Recommendation B.5
UNITEDLABELS AG deviates from this recommendation. The company currently has a sole member of the Executive Board. An age limit is to be established as part of a succession plan.
C. Composition of the Supervisory Board
Recommendations C.1/C.2:
In addition, the Supervisory Board should set specific goals for its composition and develop a competency profile for the entire body. In doing so, the Supervisory Board should pay attention to diversity. The status of implementation should be disclosed in the form of a qualification matrix in the Corporate Governance Statement. This should also provide information on the number of independent shareholder representatives deemed appropriate by the shareholder representatives on the Supervisory Board and the names of these members.
In the view of the Management Board and the Supervisory Board, the composition of the Supervisory Board must be aligned with the company’s interests and must ensure the effective oversight and advice of the Management Board. The Supervisory Board therefore selects candidates for nominations to the Annual General Meeting exclusively on the basis of professional and personal competence and experience; other characteristics such as gender, nationality, or age were and are irrelevant to these nominations for reasons of equal opportunity. In addition to these selection criteria, the Company generally considers the aspects mentioned in the Code to be worthy of consideration, and the Supervisory Board will incorporate them into its decision at the time of the respective nominations, taking into account the company-specific situation prevailing at that time. However, for the reasons stated, and also in view of the small number of Supervisory Board seats to be filled, no specific provisions can be made in this regard.
For these reasons, neither specific objectives for the composition of the Supervisory Board are specified nor is a competency profile for the entire body developed. For the same reasons, reporting in the form of a qualification matrix is also not provided.
The Code recommends setting age limits for members of the Supervisory Board and disclosing them in the Corporate Governance Statement. The assessment of suitability should continue to be conducted independently of age. Furthermore, an age limit is not considered appropriate in light of the prohibition against discrimination.
D. Working Methods of the Supervisory Board
Recommendation D.2/D.3:
The Code recommends forming specialized committees depending on the specific circumstances of the company and the number of its members. The Supervisory Board consists of only three members. It has therefore not formed any committees. Given the company’s specific circumstances and the fact that it consists of only three members, the Supervisory Board does not see a need for specialized committees to enhance the efficiency of its work.
Recommendation D.4:
The Supervisory Board consists of only three members. These are elected exclusively by the shareholders. The Supervisory Board therefore sees no need to establish a nomination committee.
F. Transparency and External Reporting
Recommendation F.2
The Code’s recommendation stipulates that the consolidated financial statements should be made publicly available within 90 days of the end of the fiscal year, and interim reports within 45 days of the end of the reporting period. Since the Company prioritizes the quality of financial reports over compliance with the aforementioned deadlines, this may result in the Company being unable to meet the publication deadlines recommended by the German Corporate Governance Code. Instead, the consolidated financial statements and interim reports are published within the timeframes prescribed by law and by Deutsche Börse for the Prime Standard.
G. Remuneration of the Management Board and Supervisory Board
Recommendation G1
With regard to compensation, the Code contains a number of recommendations in Section G.I. concerning the compensation of the Management Board. The current compensation system for the sole member of the Management Board, Peter Boder, does not fully comply with the new regulations, and the company therefore declares, as a precautionary measure, a deviation from Section G.I., even though the existing Management Board contract is protected by grandfathering provisions.
In particular, the current compensation system does not fully comply with the following recommendations: G.3 (peer group comparison of Executive Board salaries), G.4 (comparison of Executive Board salaries with senior management), G.8 (prohibition on retroactive changes to targets), G.11, sentence 2 (possibility for the Supervisory Board to reclaim or withhold variable compensation), G.16 (inclusion of compensation for external Supervisory Board mandates).
In accordance with its legal obligations, the Supervisory Board of UNITEDLABELS Aktiengesellschaft has adopted a compensation system for the Executive Board, which was approved by the 2021 Annual General Meeting and is intended to apply in particular to Executive Board contracts concluded thereafter. The compensation system submitted to the 2021 Annual General Meeting for approval, as well as the resolution, are available at
https://www.unitedlabels.com/investor-relations/hauptversammlung/. The existing compensation system for the Management Board, which was approved by the 2021 Annual General Meeting, was reconfirmed by the 2025 Annual General Meeting in accordance with Section 120a (1) of the German Stock Corporation Act (AktG); this reconfirmation resolution was also published at https://www.unitedlabels.com/investor-relations/hauptversammlung/.
Recommendation G.17.
The Code’s recommendation stipulates that the remuneration of the Supervisory Board should take into account, among other things, the chairmanship and membership in committees. The amount of remuneration for Supervisory Board members is conclusively regulated in Section 10 of the Articles of Association. There are still no committees, so the chairmanship and membership in committees are not taken into account in the remuneration of the Supervisory Board.
Münster, March 2026
Signed
The Executive Board The Supervisory Board
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