Declaration of compliance with the German Corporate Governance Code by the Management Board and Supervisory Board of UNITEDLABELS Aktiengesellschaft pursuant to Section 161 of the German Stock Corporation Act (AktG)
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 the past and will 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 Supervisory Board declare that the recommendations of the “Government Commission on the German Corporate Governance Code” were only deviated from as follows and will probably be deviated from in future:
A. Management and monitoring
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 ecological impact of the company’s activities. Furthermore, environmental and social objectives should also be appropriately considered in the corporate strategy. Corporate planning should include corresponding financial and sustainability-related targets.
The Management Board and Supervisory Board generally recognize sustainability aspects as important and take them into account appropriately in their activities for the company. However, the aforementioned recommendations are vague and any statement regarding compliance with them is therefore subject to considerable uncertainty. The Management Board and Supervisory Board therefore declare a deviation in this respect 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 objectives, unless already required by law. This should include the processes and systems for recording and processing sustainability-related data
The design of the internal control system and the risk management system is currently based on the legal requirements. Sustainability-related objectives that go beyond these legal requirements are not yet covered by the internal control system and the risk management system due to the size of the company.
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 main features of the internal control system and the risk management system and comment on the appropriateness and effectiveness of these systems.
The company has an internal control system and risk management system. However, the recommendations regarding the disclosures in the management report go well beyond the statutory requirements. The company currently complies with the statutory requirements with regard to the management report and considers these to be sufficient.
B. Composition of the Management Board
Recommendation B.1
The Code recommends paying attention to diversity in the composition of the Management Board. As the Management Board consists of only one member, diversity cannot be achieved. The Supervisory Board will also include the aspect of diversity in its considerations when expanding the composition of the Management Board.
Recommendation B.2
UNITEDLABELS AG deviates from this recommendation. As the Supervisory Board believes that the Management Board is still well staffed, there is currently no need to ensure long-term succession planning.
C. Composition of the Supervisory Board
Recommendations C.1/C.2:
In addition, the Supervisory Board should specify concrete objectives for its composition and draw up a profile of skills and expertise for the entire Board. The status of implementation should be disclosed in the form of a skills matrix in the corporate governance statement. This should also provide information on what the shareholder representatives consider to be an appropriate number of independent shareholder representatives on the Supervisory Board and the names of these members.
In the opinion of the Management Board and Supervisory Board, the composition of the Supervisory Board must be aligned with the interests of the company and must ensure that the Management Board is effectively monitored and advised. The Supervisory Board therefore selects candidates for nomination to the Annual General Meeting solely on the basis of professional and personal competence and experience; other characteristics such as gender, nationality and age were and are irrelevant for these nominations for reasons of equal opportunity. In addition to these selection criteria, the company considers the aspects listed in the Code to be worthy of consideration and the Supervisory Board will include them in its decision at the time of the respective election proposals, taking into account the company-specific situation at that time. However, for the reasons stated, it is not possible to commit to this, even taking into account the small number of Supervisory Board mandates to be filled.
For these reasons, no specific objectives are set for the composition of the Supervisory Board, nor is a skills profile drawn up for the entire Board. For the same reasons, reporting in the form of a skills matrix is also refrained from.
The Code recommends setting age limits for members of the Supervisory Board and disclosing these in the corporate governance declaration. The assessment of suitability should continue to be carried out regardless of age. An age limit is also not considered appropriate in view of the prohibition of discrimination
D. Working methods of the Supervisory Board
Recommendation D.2/D.3:
The Code recommends that professionally qualified committees be formed 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. The Supervisory Board does not see the need for professionally qualified committees to increase the efficiency of the Supervisory Board’s work in relation to the company and its specific circumstances in view of the fact that it only consists of three people.
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 set up a nomination committee.
F. Transparency and external reporting
Recommendation F.2
The Code’s recommendation stipulates that the consolidated financial statements should be publicly accessible within 90 days of the end of the financial year and interim reports within 45 days of the end of the reporting period. As the company gives priority to the quality of the financial reports over compliance with the aforementioned deadlines, this may mean that the company is unable to comply with the publication deadlines recommended by the German Corporate Governance Code. Instead, the consolidated financial statements and interim reports are published within the statutory deadlines set by Deutsche Börse for the Prime Standard.
G. Remuneration of the Executive Board and Supervisory Board
Recommendation G1
With regard to remuneration in section G.I., the Code contains a large number of recommendations on the remuneration of the Management Board. The current remuneration system with regard to the sole member of the Executive Board, Peter Boder, does not fully comply with the new regulations and the company therefore declares a deviation in section G.I. as a precautionary measure, even if the existing Executive Board contract is protected.
In particular, the current remuneration system does not fully comply with the following recommendations: G.3 (peer group comparison of Management Board salaries), G.4 (comparison of Management Board salaries with top management), G.8 (exclusion of subsequent changes to targets), G.11 sentence 2 (possibility of the Supervisory Board reclaiming or withholding variable remuneration), G.16 (offsetting of remuneration for external Supervisory Board mandates).
In accordance with its statutory obligation, the Supervisory Board of UNITEDLABELS Aktiengesellschaft has adopted a remuneration system for the Management Board, which was approved by the 2021 Annual General Meeting and is also to be taken into account in particular for Management Board contracts concluded thereafter. The remuneration system submitted to the 2021 Annual General Meeting for approval and the resolution are available at
https://www.unitedlabels.com/investor-relations/hauptversammlung/ published.
Recommendation G.17.
The recommendation of the Code stipulates that the remuneration of the Supervisory Board should also take into account, among other things, the chairmanship and membership of committees. The amount of remuneration for Supervisory Board members is regulated conclusively in Article 10 of the Articles of Association. As there are still no committees, the chairmanship and membership of committees are not taken into account in the remuneration of the Supervisory Board.
Münster, March 2025
The Executive Board The Supervisory Board
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