pursuant to sections 289f and 315d HGB - financial year 2025
Preliminary remark and form of publicationThe Management Board and the Supervisory Board of Amadeus Fire AG report below on corporate governance in accordance with section 289f HGB and, for the Group, section 315d HGB. This declaration is published as a separate document on the Company's website. A reference to this online publication is included in the management report.
Note on cross-references: For disclosures pursuant to section 289f(2) nos. 2 and 3 HGB, reference is made - where the relevant information is publicly available on the Company's website - to the corresponding publications on that website.
Key webpages (publicly accessible):
Corporate Governance: https://group.amadeus-fire.de/en/sustainability/governance/corporate-governance/
Remuneration (remuneration reports, remuneration systems, remuneration resolutions): https://group.amadeus-fire.de/en/sustainability/governance/remuneration/
Financial Reports: https://group.amadeus-fire.de/en/investor-relations/financial-reports/
On 11 November 2025, the Management Board and the Supervisory Board of Amadeus Fire AG issued the declaration of compliance pursuant to section 161(1) AktG relating to the German Corporate Governance Code (version dated 28 April 2022).
Declaration of Compliance 2025 (text):
Statement of Compliance by the Management Board and Supervisory Board of Amadeus Fire AG on the recommendations of the 'Government Commission of the German Corporate Governance Codex' pursuant to Art. 161 paragraph 1 German Stock Corporation Act (AktG)
Amadeus Fire AG has complied with all recommendations of the "Government Commission of the German Corporate Governance Codex" in the version dated April 28, 2022 ("Codex") and will continue to comply with them in future, with the following exceptions:
The recommendation in D.6 of the Codex, according to which the Supervisory Board should meet regularly without the Management Board, is not complied with. The Supervisory Board meets regularly without the Management Board only when personnel matters concerning the Management Board are discussed. In other matters, non-participation occurs only in exceptional cases when circumstances so require.
Section G.I. of the Codex contains new and, in some cases, amended recommendations on the remuneration of the Management Board. The remuneration system published and approved by the Annual General Meeting of Amadeus Fire AG on
15 May 2024 does not comply, or does not comply fully, with the following recommendations:
The recommendation in G.10 that members of the Management Board should only be able to dispose of long-term variable remuneration amounts after four years is not currently complied with under the remuneration system for the Management Board approved by the Annual General Meeting in 2024. The remuneration entitlement becomes due upon expiry of an agreed long-term incentive plan, the term of which corresponds to that of the relevant Management Board contract.
The recommendation in G.12 regarding the payment of variable remuneration after departure on the contractually agreed due dates and in G.13 regarding the crediting of compensation for an agreed non-competition clause in the severance payment is not complied with. The Management Board remuneration system approved by the 2024 Annual General Meeting does not provide for such a provision. Individual agreements exist with the members of the Management Board regarding the terms and conditions of departure.
Frankfurt/Main, 11 November 2025
1a. Remuneration report, remuneration system and remuneration resolution (section 289f(2) no. 1a HGB)The remuneration report for the most recent financial year and the auditor's report pursuant to section 162 AktG, the applicable remuneration system pursuant to section 87a(1) and (2) sentence 1 AktG, and the most recent remuneration resolution pursuant to section 113(3) AktG are publicly available on the Company's website.
The publication is available on the Company's website at:
Remuneration: https://group.amadeus-fire.de/en/sustainability/governance/remuneration/
Amadeus Fire Group applies corporate governance practices that go beyond statutory requirements. These include principles of responsible corporate management, Group-wide policies and compliance structures, as well as the design of the risk and control framework.
Key elements include, in particular: (i) alignment with the principles of the German Corporate Governance Code (DCGK), (ii) group-wide policies and frameworks (including compliance and whistleblowing systems), (iii) a group-wide risk and control system comprising risk management, internal controls and internal audit, and (iv) enhanced information and reporting obligations of the Management Board towards the Supervisory Board.
Key information on these practices is publicly available on the website; supplementary and more detailed disclosures are also published in the Annual Report (including the management report and sustainability report).
Further information is publicly available on the following webpages:
Governance: https://group.amadeus-fire.de/en/sustainability/governance/
Financial Reports: https://group.amadeus-fire.de/en/investor-relations/financial-reports/
The Management Board and the Supervisory Board work closely together within the framework of the dual governance system. The Management Board manages the Company on its own responsibility, develops the strategic direction of the Group in consultation with the Supervisory Board and ensures its implementation. It is bound by the interests of the Company and the principles of proper corporate governance and
bears overall responsibility for ensuring compliance with applicable laws as well as with the German Corporate Governance Code across the Group.
The internal organisation of the Management Board is governed by rules of procedure issued by the Supervisory Board. As a rule, the Management Board adopts resolutions in meetings, which are generally held on a monthly basis. Meetings are convened by the CEO; the agenda and the documents required for preparation are normally provided to the members at least three days prior to the meeting. Each member of the Management Board may request that a meeting be convened and that items be included on the agenda.
Notwithstanding the Management Board's collective responsibility, the members of the Management Board manage the areas assigned to them independently within the framework of Board resolutions; the allocation of responsibilities is set out in the schedule of responsibilities. Where decisions of one division affect other divisions, prior coordination is required; if no agreement can be reached, a resolution by the full Management Board is obtained.
The Management Board constitutes a quorum if all members have been invited and at least half of its members participate in the meeting. Resolutions are generally adopted by simple majority; in the event of a tie, the Chair of the Management Board has the casting vote. Resolutions may also be adopted outside meetings, provided no member objects. Minutes are taken of meetings and resolutions and are submitted to the members of the Management Board for approval.
The Supervisory Board advises and monitors the Management Board in the management of the Company. Its procedures are governed by rules of procedure. The Supervisory Board generally meets four times per calendar year for regular quarterly meetings; additional meetings are convened as required. Meetings are convened with an agenda and a notice period of two weeks; the relevant documentation is generally made available at least five calendar days prior to the meeting. In urgent cases, the notice period may be shortened to three days. Where necessary, the Supervisory Board meets without the Management Board.
In the financial year 2025, the Supervisory Board held a total of six meetings, one of which was conducted via video conference and five of which were held in person in Frankfurt/Main. The meetings focused in particular on discussions regarding revenue and earnings performance, employment trends, as well as the financial position and net assets of the Group and the measures derived therefrom. Any deviations from approved plans and targets were explained by the Management Board; in addition, the Supervisory Board was regularly informed within the framework of the risk management system.
The Management Board informs the Supervisory Board and its committees regularly, comprehensively and without undue delay, particularly on matters relating to corporate planning, strategic development, business performance and the position of the Group, including the risk situation and risk management. In addition to meetings, information is provided on an ongoing basis in written form, inter alia through monthly reports on key financial indicators and developments; the Supervisory Board is also provided with quarterly statements, the half-year financial report and the sustainability report.
Transactions and measures requiring approval are defined in the rules of procedure. These include, in particular, the determination of corporate strategy and corporate planning, the establishment, acquisition, disposal and liquidation of companies and investments, as well as other measures requiring approval on a case-by-case basis. The Management Board may only carry out such transactions with the consent of the Supervisory Board.
To support its decision-making, the Supervisory Board has established committees. In the financial year 2025, two standing committees were in place: the Audit Committee and the Personnel Committee. The Audit Committee met four times in 2025 and focused in particular on the annual and consolidated financial statements, interim financial statements, the monitoring of the financial reporting process, the effectiveness of the internal control system, the risk management system and the internal audit system, as well as the external audit. The Personnel Committee held one meeting in 2025 and dealt primarily with the employment contracts and remuneration of the members of the Management Board. A standing Nomination Committee was not established in 2025; its responsibilities were assumed by the Personnel Committee.
Where detailed information on the composition and working methods of the governing bodies and their committees is publicly available on the Company's website, reference is made to this information.
Pursuant to sections 76(4) and 111(5) AktG, the Company is required to set targets for the proportion of women on the Management Board and at the two management levels below the Management Board, and to determine deadlines for their achievement.
Management Board: On 2 August 2022, the Supervisory Board of Amadeus Fire AG again set a target of 0percent for the proportion of women on the Management Board. In the event of an expansion of the Management Board, the Supervisory Board will set a target of 25 percent. A review will take place by 30 June 2027.