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 been complied with in principle in the past and will continue to be complied with in the future. The following declaration 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. However, the recommendations regarding the disclosures in the management report go well beyond the legal requirements. Currently, the company bases its management report on the legal requirements and considers these to be 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 remains 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 board as a whole. In doing so, the supervisory board should ensure 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 obligation, the Supervisory Board of UNITEDLABELS Aktiengesellschaft has adopted a compensation system for the Management Board, which was approved by the 2021 Annual General Meeting and is intended to apply in particular to Management Board contracts concluded thereafter. The compensation system submitted to the 2021 Annual General Meeting for approval, as well as the resolution, are published at
https://www.unitedlabels.com/investor-relations/hauptversammlung/. The existing compensation system for the Executive 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 of 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 of 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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