(Group-) Declaration on Corporate Governance 2025 (2025 BGAG Group Declaration on corporate governance gesch)

Content

3 Foundations of corporate governance

4 Dual governance system

4 Executive Board

6 Supervisory Board

9 Committees of the Supervisory Board

12 Self-assessment of the Supervisory Board and its committees

12 Cooperation between the Executive Board and the Supervisory Board

13 Overview

14 Executive Board

16 Supervisory Board

22 Corporate Governance and Codes of

Conduct of the Berentzen Group

22 Compliance, internal control system and risk management, internal auditing

23 Sustainability

24 Financial reporting and audit of the financial statements

25 Transparency

Convenience Translation

(The text decisive for the (Group-) Declaration on Corporate Governance of Berentzen-Gruppe Aktiengesellschaft is the one written in the German language.)

(Group-) Declaration on Corporate Governance

This (Group) Declaration on Corporate Governance contains the report of the Executive Board and the Supervisory Board - each of which responsible for the disclosures applicable to them - pursuant to Sections 315d, 289f of the German Commercial Code (Handelsgesetzbuch, HGB), and in this context, the supplementary statements pursuant to Principle 23 of the German Corporate Governance Code (GCGC), on corporate governance at the Berentzen Group in the 2025 financial year.

The Declaration on Corporate Governance for Berentzen-Gruppe Aktiengesellschaft and the Group Declaration on Corporate Governance for the Berentzen Group have been combined in this document. The term Berentzen Group, or synonymously, the corporate group, includes Berentzen-Gruppe Aktiengesellschaft and its Group companies or subsidiaries.

The (Group) Declaration on Corporate Governance is an integral part of the combined management report of the Berentzen Group and Berentzen-Gruppe Aktiengesellschaft. Accordingly, the following statements apply to both the Berentzen Group and Berentzen-Gruppe Aktiengesellschaft, unless indicated otherwise. Pursuant to Section 317 (2) sentence 6 HGB, the independent auditor's review of the statements pursuant to Sections 315d, 289f HGB is limited to verifying whether the statements were made.

1. ‌Foundations of corporate governance

   Berentzen-Gruppe Aktiengesellschaft, with its registered office in Haselünne, Germany, entered in the Commercial Register of the Osnabrück Local Court (HRB 120444), is a stock corporation under German law. Accordingly, it has three governing bodies: the Annual General Meeting, the Supervisory Board and the Executive Board. Their respective duties and powers arise primarily from the German Stock Corporations Act and the Articles of Association of Berentzen-Gruppe Aktiengesellschaft, which can be accessed via the company's website at https://www.berentzen-gruppe.de/en/investors/public-limited-company.

   The Berentzen Group's business activities include the production and distribution of spirits and non-alcoholic beverages, as well as the development and distribution of fresh juice systems.

2. ‌Shareholders and Annual General Meeting

   The shareholders exercise their membership rights at the Annual General Meeting, which takes place at least once a year.

   The Annual General Meeting decides on all matters reserved to it by law, in particular the utilisation of profits, the ratification discharge of the actions of Executive Board and Supervisory Board members, the election of shareholder representatives to the Supervisory Board, the election of the financial statements auditor, amendments to the Articles of Association, and significant corporate measures such as capital measures, intercompany agreements and conversions. Furthermore, the Annual General Meeting decides in an advisory capacity on the approval of the compensation system for the members of the Executive Board presented by the Supervisory Board, on the specific compensation of the Supervisory Board and in a recommendatory capacity on the approval of the Compensation Report required under German stock corporation law.

   The convening of the Annual General Meeting together with the agenda is published in the Federal Gazette. These and all other documents and information are available to shareholders and all other interested parties on the company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting.

   The current Articles of Association of Berentzen-Gruppe Aktiengesellschaft contain temporary authorising clauses for the Executive Board regarding the choice of format - in-person or virtual - and the individual legal arrangements for an annual general meeting, including the form of participation and the ways of exercising voting rights.

3. ‌Composition and procedures of the Executive Board and Supervisory Board and committees of the Supervisory Board

The management and supervision structure of Berentzen-Gruppe Aktiengesellschaft and the Berentzen Group is as follows:

In accordance with the requirements of law, Berentzen-Gruppe Aktiengesellschaft has a dual governance system in which the Executive Board is responsible for managing the company and the Supervisory Board for supervising the management of the company. The authorities and members of the two bodies are strictly separated.

The Executive Board, as the management body of Berentzen-Gruppe Aktiengesellschaft, is responsible for managing the company in the company's interest, which is to say, with due regard to the interests of shareholders, employees and other groups associated with the company (stakeholders), with the obligation to ensure the continued existence of the group and its sustainable value creation.

The management function of the Executive Board includes dealing responsibly with the risks of the Group's business activities within the framework of an appropriate and effective internal control and risk management system that also covers sustainability-related objectives. Furthermore, the Executive Board is responsible for ensuring compliance with legal requirements and internal guidelines and works to ensure that they are observed within the Group. Accordingly, the internal control system and the risk management system include a compliance management system that is aligned with the company's risk profile.

The Executive Board provides the Supervisory Board with regular, timely, and comprehensive information regarding all issues relevant to the Berentzen Group, in particular regarding strategy, planning, business development, cash flows and financial performance, risk profile, risk management, and compliance.

According to the rules of procedure for the Executive Board adopted by the Supervisory Board, the Supervisory Board's approval is required for certain specified transactions and measures of fundamental importance undertaken by the Executive Board or, where the Supervisory Board has transferred the decision on consent to one of its committees, the approval of the responsible Supervisory Board committee. The Supervisory Board may expand or restrict the scope of transactions or measures subject to approval at any time.

When filling management positions in the company, the Executive Board gives due consideration to diversity. The Executive Board sets targets for the percentage of positions to be held by women in the two management levels below the Executive

Board, which are summarised in the following section (5) together with the other gender-related targets to be adopted by law and the corresponding statements to be included in the (Group) declaration on Corporate Governance.

The Executive Board meets regularly, at least once a calendar month if possible. The Executive Board has a quorum if at least two of its members, or if it consists of more than two members, at least half of its members, participate in the adoption of resolutions. Resolutions within the body are passed by a simple majority of votes. In the event of a tie, the vote of the Chairperson of the Executive Board or, if the Chairperson does not participate in the vote, the vote of the Deputy Chairman shall be decisive; this shall not apply as long as and insofar as the Executive Board consists of only two members.

The details of the work of this body, such as departmental responsibilities or matters reserved for the full Executive Board, are regulated by the Articles of Association of Berentzen-Gruppe Aktiengesellschaft and the rules of procedure together with the executive organisation chart of the Executive Board.

In accordance with the Articles of Association, the Executive Board consists of at least two members. In particular, the Supervisory Board can appoint a Chairperson of the Executive Board. If a Chairperson of the Executive Board has been appointed, said Chairperson acts as spokesperson for the Executive Board in relation to the Supervisory Board. If no such appointment has been made - as is currently the case - the procedural rules for the Executive Board contain detailed provisions for representation of the Executive Board in relation to the Supervisory Board and for the performance of the duties otherwise assigned to the Chairperson of the Executive Board.

Notwithstanding their overall responsibility for the management of the company and the group of companies, the individual members of the Executive Board manage the divisions assigned to them independently and under their own responsibility. The members of the Executive Board work together as colleagues and keep each other constantly informed about important measures and operations in their business areas.

Further aspects and objectives relevant to the composition of the Executive Board are included in the diversity concept defined by the Supervisory Board in this regard, which is reported on in section (4.2).

In accordance with its obligation under the German Stock Corporation Act (AktG), the Supervisory Board has set targets for the percentage of women on the Executive Board, which are presented in the following section (5).