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 Diversity plans for the composition of the Executive Board and the Supervisory Board13 Overview
14 Executive Board
16 Supervisory Board
20 Disclosures on the adoption of targets for the percentage of women pursuant to Section 111 (5) AktG and Section 76 (4) AktG 21 Compensation of members of the Executive Board and Supervisory Board -Compensation report / compensation system 22 Relevant disclosures on corporate governance practices22 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
25 Declaration of the Executive Board and Supervisory Board of Berentzen-Gruppe Aktiengesellschaft on the German Corporate Governance Code pursuant to Section 161 AktG 27 Publication of the (Group) Declaration on Corporate Governance 28 Company Information 28 DisclaimerConvenience 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.
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.
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.
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:
(3.1) Dual governance system
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.
(3.2) Executive Board
Work of the Executive BoardThe 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.
Composition of the Executive BoardIn 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).
The following persons were members of the Executive Board during the period from January 1 to December 31, 2025:
Membership in statutory supervisory boards.Name
Executive Board member
Occupation / Responsibilities
Membership in other statutory supervisory boards and in comparable domestic and foreign supervisory bodies of commercial enterprises
Ralf Brühöfner
since June 18, 2007
Member of the Executive Board of Berentzen-Gruppe Aktiengesellschaft
Finance, Controlling, Human Resources, Information Technology, Legal Affairs, Corporate Communications, Investor Relations, Corporate Social Responsibility
Doornkaat Aktiengesellschaft 1) 2)(Deputy Chairman of the Supervisory Board, until September 5, 2025)
Oliver Schwegmann
since June 1, 2017
Member of the Executive Board of Berentzen-Gruppe Aktiengesellschaft
Marketing, Sales, Production, Logistics, Purchasing, Research and Development
Doornkaat Aktiengesellschaft 1) 2)(Chairman of the Supervisory Board, until September 5, 2025)
Group company, not-exchange listed.Additional information about the members of the Executive Board can be found in their curricula vitae, which are available on the corporate website of Berentzen-Gruppe Aktiengesellschaft at https://www.berentzen-gruppe.de/en/investors/public-limited-company.
(3.3) Supervisory Board
Work of the Supervisory BoardThe Supervisory Board supervises and advises the Executive Board, whose members are appointed and dismissed by it, on the management of the company and the corporate group. The supervising and advising of the Executive Board also includes sustainability issues. The Supervisory Board is involved in decisions of fundamental importance to the Berentzen Group; details are set out in the respective rules of procedure for the Supervisory Board and the Executive Board.
The Supervisory Board reviews the separate and consolidated financial statements of Berentzen-Gruppe Aktiengesellschaft, the combined management report of the Berentzen Group (consolidated) and Berentzen-Gruppe Aktiengesellschaft, and the proposal for the utilisation of the distributable profit of Berentzen-Gruppe Aktiengesellschaft. It also approves the seperate and consolidated financial statements of Berentzen-Gruppe Aktiengesellschaft. This is done on the basis of and taking into account the audit reports of the independent auditor and the findings of the prior deliberations of the Finance and Audit Committee and its recommendations on this subject. The Supervisory Board must also examine the separate Non-Financial Report and Group Report (Sections 289b, 315b HGB), if they have been prepared. At the recommendation of the Personnel Committee, the Supervisory Board also decides on the compensation system for the members of the Executive Board and sets the specific compensation in accordance with it. It also sets the targets for variable compensation components and the respective total
compensation for the individual members of the Executive Board and reviews the appropriateness of the total compensation and regularly reviews the compensation system for the Executive Board.
The Supervisory Board meets at least four times a year, i.e. once per calendar quarter. As a rule, Supervisory Board resolutions are adopted in meetings that the members attend in person. The Supervisory Board constitutes a quorum if at least four of its members participate in the resolution. Unless otherwise stipulated by law, Supervisory Board resolutions are adopted by a simple majority of the votes cast. In the event of a tie, the Chairperson of the Supervisory Board has the casting vote; this also applies to elections.
Details concerning the duties and working methods of the Supervisory Board and its committees, as well as its composition, are set out in more detail in the law, in the Articles of Association of Berentzen-Gruppe Aktiengesellschaft and in the Supervisory Board's rules of procedure, which are available on the company's website at https://www.berentzen-gruppe.de/en/investors/public-limited-company. In addition, the German Corporate Governance Code contains further recommendations in this regard. The Report of the Supervisory Board, which is also published on the corporate website of Berentzen-Gruppe Aktiengesellschaft, provides information on the details of the work of the Supervisory Board.
Composition of the Supervisory BoardIn accordance with the Articles of Association, the Supervisory Board consists of six members, of whom four members are elected individually at the Annual General Meeting (Supervisory Board members representing the shareholders or shareholder representatives). Two members are elected by the company's employees (Supervisory Board members representing the employees or employee representatives) in accordance with the German One-Third Participation Act (Drittelbeteiligungsgesetz).
The Supervisory Board elects its chair and deputy chair from among its members. In accordance with the Articles of Association and the German Stock Corporation Act (AktG), the Supervisory Board members are generally elected for a maximum term of five years. However, the Annual General Meeting can determine a shorter term of office when electing the members of the Supervisory Board representing the shareholders; by operation of law, this then also applies to the Supervisory Board members representing the employees. The term of office for the current Supervisory Board ends with the conclusion of the Annual General Meeting of Berentzen-Gruppe Aktiengesellschaft that resolves on the ratification of the actions of the members of the Supervisory Board for the 2026 financial year.
The German Stock Corporation Act explicitly sets out two qualification-related requirements for the Supervisory Board as a whole or for individual members of the Supervisory Board that influence its composition, namely sector expertise and, in summary, financial expertise. The mandatory audit committee within the meaning of the German Stock Corporation Act must also fulfil these two requirements.
Another basis for the composition of the Supervisory Board is the diversity concept defined by the Supervisory Board in this regard, which contains relevant aspects and objectives. The reporting on this is contained in section (4.3).
In accordance with its obligation under the German Stock Corporation Act, the Supervisory Board has set targets for the percentage of women on this Board, which are presented in the following section (5).
Unless otherwise stated, the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft comprised the following members in the period from January 1 to December 31, 2025:
Membership in other comparable domestic or foreign supervisory bodies of commercial enterprises.Name
Duration of membership of the Supervisory Board
Member of the Supervisory Board representing the shareholders / employees
Occupation
Membership in other statutory supervisory boards and in comparable domestic and foreign supervisory bodies of commercial enterprises
Uwe Bergheim
Chairman of the Supervisory Board
since May 3, 2018
Member of the Supervisory Board representing the shareholders
Independent business consultant
-
Hendrik H. van der Lof
Deputy Chairman of the Supervisory Board
since May 19, 2017
Member of the Supervisory Board representing the shareholders
Managing Director of Via Finis Invest B.V.
-
Kai Bendix
since May 23, 2025
Member of the Supervisory Board representing the shareholders
Chairman of the Executive Board (CEO) of Carl Kühne KG (GmbH & Co.)
Carl Kühne Fermantasyon ve Gida San. Ve Tic. A.S. (Chairman of the Board of Directors) 1) 2)
Européenne des Condiments S.A.S. (Chairman of the Supervisory Board) 1) 2)
Dagmar Bottenbruch
from October 5, 2024 to May
23, 2025, previously from July
2, 2020 to May 10, 2023
Member of the Supervisory Board representing the shareholders
Partner of Segenia Capital Management GmbH
AMG Critical Materials N.V. 1) 3)(Member of the Supervisory Board; Chairwoman of the Supervisory Board, since May 8, 2025)
ad pepper media International N.V.
1) 3)(Member of the Supervisory
Board, until June 24, 2025)
Heike Brandt
since May 22, 2014
Member of the Supervisory Board representing the employees
Commercial employee at Berentzen-Gruppe Aktiengesellschaft
-
Adolf Fischer
since May 17, 2024, previously
from June 3, 2009 to May 22,
2019
Member of the Supervisory Board representing the employees
Production Manager at Vivaris Getränke GmbH & Co. KG
-
Theresia Stöbe
since May 10, 2023
Member of the Supervisory Board representing the shareholders
Managing Director, Head of Finance Germany & Customer Development Finance Lead of Unilever Deutschland Holding GmbH
-
Non-Group company, non-listed.
Non-Group company, exchange-listed.Additional information about the members of the Supervisory Board can be found in their curricula vitae, which are available on the corporate website of Berentzen-Gruppe Aktiengesellschaft at https://www.berentzen-gruppe.de/en/investors/public-limited-company.
(3.4) Committees of the Supervisory Board
In order to prepare and supplement its work, the Supervisory Board has established a Personnel and Nominating Committee, which acts as a standing committee, and - in accordance with its statutory obligations - a Finance and Audit Committee. To the extent permitted by law, certain decision-making powers of the Supervisory Board have been transferred to the committees. Details of the work of the Supervisory Board committees, such as their composition and responsibilities, are governed by the Supervisory Board's rules of procedure. The provisions governing the preparation of meetings and the adoption of the Supervisory Board apply accordingly to the work of the committees.
(3.4.1) Personnel and Nomination Committee of the Supervisory Board Work of the Personnel and Nomination CommitteeThe Personnel Committee is responsible for preparing the resolutions to be voted on by the Supervisory Board and for issuing recommendations to the Supervisory Board regarding the appointment and dismissal of members of the Executive Board, the setting, implementation and review of the compensation system for the members of the Executive Board, the submissions to the Annual General Meeting for the approval of the compensation system of the Executive Boars members, the adoption of resolutions on the compensation of the Supervisory Board members and for the approval of the Compensation Report, as well as other resolutions of the Supervisory Board in matters concerning the Executive Board, including long-term succession planning for the Executive Board.
In particular, the Personnel Committee is authorised to conclude, amend and terminate the employment contracts of members of the Executive Board. This does not apply to resolutions that are the sole responsibility of the full Supervisory Board pursuant to the German Stock Corporation Act.
The Personnel Committee also acts as a Nomination Committee within the meaning of the German Corporate Governance Code, and in this capacity it nominates suitable candidates to the Supervisory Board for its proposals to the Annual General Meeting for election to the Supervisory Board as shareholder representatives. The Nomination Committee is a preparatory committee; it cannot adopt any resolutions for the Supervisory Board.
At least three members of the committee must be present to establish a quorum of the Personnel and Nomination Committee.
Composition of the Personnel and Nomination CommitteeThe Personnel and Nomination Committee consists of at least three members of the Supervisory Board, including the Chairperson and Deputy Chairperson of the Supervisory Board. It is chaired by the Chairman of the Supervisory Board. Insofar as the Personnel Committee acts as a Nomination Committee, it consists exclusively of the shareholder committee members. The Chairman of the Personnel and Nomination Committee reports accordingly to the full Supervisory Board.
The Supervisory Board of Berentzen-Gruppe Aktiengesellschaft comprised the following members in the period from January 1 to December 31, 2025:
(3.4.2) Finance and Audit Committee of the Supervisory Board Work of the Finance and Audit CommitteeName
Member of the Supervisory Board Committee
Function in the committee
Uwe Bergheim
since May 3, 2018
Chairman of the Personnel and Nomination Committee
Heike Brandt
since May 19, 2017
Member of the Personnel Committee
Hendrik H. van der Lof
since May 17, 2024
Member of the Personnel and Nomination Committee
Theresia Stöbe
since September 12, 2024,
previously from May 10, 2023 to
May 17, 2024
Member of the Personnel and Nomination Committee
The Finance and Audit Committee is particularly concerned with monitoring the financial reporting process, the effectiveness of the internal control system, which also covers sustainability-related targets, and the risk management system, including the compliance management system and the internal auditing system, as well as the auditing of the annual financial statements.
The tasks of the Finance and Audit Committee include preparing the Supervisory Board meeting to approve the separate and consolidated financial statements of Berentzen-Gruppe Aktiengesellschaft (the so-called financial statements meeting), in particular by conducting a preliminary audit of the separate and consolidated financial statements, including the management reports, and discussing these and the reports on their audit with the independent auditor, as well as the preliminary review of the proposals for the utilisation of the distributable profit. The subject of its preparatory discussions is also the voluntary, separate sustainability reporting of the Berentzen Group. In addition, the Finance and Audit Committee deals with the audit of interim financial information.
With regard to the audit of the financial statements, the Finance and Audit Committee is also responsible for submitting a recommendation to the Supervisory Board for its proposal for the election of the auditor to the Annual General Meeting - if necessary, after a selection and proposal procedure - in compliance with the relevant European and national regulations. In this context, and on an ongoing basis, the Finance and Audit Committee also deals with the independence of the auditor and, in addition, with the services additionally provided by the auditor, with the auditor's responsibility for issuing the audit engagement to the auditor and for agreeing the auditor's fee. This also includes a reservation of consent for the provision of non-audit services by the auditor. Further matters referred to the Finance and Audit Committee with regard to the audit of the financial statements are the determination of the main areas of the audit, the discussion with the auditor of the assessment of the audit risk, the audit strategy and the audit findings, and the quality of the audit.
Each member of the Finance and Audit Committee may ask the committee chairperson to elicit information directly from the heads of those central functions of Berentzen-Gruppe Aktiengesellschaft that are responsible for the tasks concerning the
Finance and Audit Committee. The Chairman shall communicate the information obtained to all members of the Finance and Audit Committee. If such information is obtained, the Executive Board shall be informed immediatly.
At least three members of the Finance and Audit Committee must be present to constitute a quorum.
Composition of the Finance and Audit CommitteeThe Finance and Audit Committee consists of at least three members of the Supervisory Board, including the Chairperson of the Supervisory Board. It is chaired by a shareholder representative. The Chairperson of the Finance and Audit Committee reports to the full Supervisory Board.
According to the provisions of the German Stock Corporation Act (AktG), at least one member of the Supervisory Board and of the Finance and Audit Committee must have expertise in the field of financial reporting and at least one other member of the Supervisory Board and of the Finance and Audit Committee must have expertise in the field of financial statements auditing (financial experts). According to the more extensive recommendations of the GCGC, the expertise in the field of financial reporting should consist of particular knowledge and experience in the application of financial reporting standards, internal control and risk management systems, while the expertise in the field of financial statements auditing should consist of particular knowledge and experience in the auditing of financial statements. Accordingly, sustainability reporting and its audit also fall under financial reporting and financial statements auditing. The chair of the Audit Committee should be suitably knowledgeable and experienced in at least one of the two areas and should also be independent. Furthermore, the chair of the Supervisory Board should not chair the Finance and Audit Committee.
In addition, the members of the Supervisory Board and the Finance and Audit Committee must, in their entirety, be familiar with the sector in which the company operates (sector expertise).
The Supervisory Board of Berentzen-Gruppe Aktiengesellschaft comprised the following members in the period from January 1 to December 31, 2025:
Name
Member of the Supervisory Board Committee
Function in the committee
Hendrik H. van der Lof
since May 19, 2017
Chairman of the Finance and Audit Committee
Uwe Bergheim
since May 3, 2018
Member of the Finance and Audit Committee
Theresia Stöbe
since May 10, 2023
Member of the Finance and Audit Committee
The current composition of the Finance and Audit Committee fulfils the two statutory requirements for sector expertise and financial expertise mentioned at the beginning, according to the self-assessment of the members of the Supervisory Board, which is disclosed in the qualifications matrix shown in the following section (4.3.5).
In accordance with the latter requirement, the Finance and Audit Committee and thus the Supervisory Board includes at least one member with expertise in the field of financial statements auditing in the person of Hendrik H. van der Lof. Furthermore,
with Theresia Stöbe, the Finance and Audit Committee and thus the Supervisory Board includes at least one other member with expertise in the field of financial reporting. They thus each qualify as financial experts within the meaning of the statutory requirements of the German Stock Corporation Act (AktG) and the corresponding, in some cases more extensive, recommendations of the GCGC.
The Chairman of the Finance and Audit Committee, Hendrik H. van der Lof, due to his training as a registered public auditor and subsequent further training, his many years of experience working for two large international auditing firms and his experience as a member of the audit committee of an internationally active, exchange-listed brewing company, has particular knowledge and experience and thus expertise in the field of financial statements auditing, including the auditing of sustainability reporting. On this basis, he also has particular knowledge and experience in the application of financial reporting standards and internal control and risk management systems and thus also has expertise in the area of financial reporting, to the extent that this includes sustainability reporting. Hendrik H. van der Lof is also independent and is not currently the Chairman of the Supervisory Board.
Theresia Stöbe is a member of the Finance and Audit Committee and, based on her academic and professional background and relevant further training, has expertise in the field of financial reporting, i.e. specific knowledge and experience in the application of financial reporting standards and internal control and risk management systems, including sustainability reporting, as well as expertise in the field of financial statements auditing. This is based in particular on her many years of current experience in the areas of finance and financial reporting at a global consumer goods group.
(3.5) Self-assessment of the Supervisory Board and its committees
The Supervisory Board regularly assesses, either internally or with external support, how effectively the Supervisory Board as a whole and its committees fulfil their tasks.
Internal self-assessments take the form of an ongoing self-evaluation. They serve to evaluate the effectiveness of the work of these bodies and their cooperation with the Executive Board with the aim of ensuring and optimising the efficient and proper performance of their tasks. Relevant findings and any necessary measures are discussed in the Supervisory Board, which adopts and implements any necessary resolutions.
In the 2025 financial year, the Supervisory Board again conducted a comprehensive internal self-assessment using an evaluation questionnaire tailored to the company. The Supervisory Board's assessment of the efficiency of its activities and those of its committees, as well as of its internal structure, was positive. Only in some aspects of the Supervisory Board's work was potential for improvement identified. No significant deficits were found. The results of this self-assessment were then discussed by the Supervisory Board.
(3.6) Cooperation between the Executive Board and the Supervisory Board
The Executive Board and Supervisory Board work together in a trusting relationship for the benefit of the Berentzen Group. The Executive Board coordinates the strategic direction of the Company with the Supervisory Board and discusses the status of strategy implementation with the Supervisory Board at regular intervals. The Executive Board provides the Supervisory Board with regular, timely, and comprehensive information on all issues of relevance to the Berentzen Group concerning strategy,
planning, business performance, risk profile, risk management, and compliance. Deviations in business performance from the prepared plans and objectives of the Company and the Group are also explained to the Supervisory Board immediately.
The members of the Executive Board generally attend the meetings of the Supervisory Board, report in writing and orally on the individual agenda items and draft resolutions, and answer the Supervisory Board's questions. Notwithstanding the above, the Supervisory Board shall also meet regularly without the Executive Board. If the financial statements auditor is consulted as an expert at a meeting of the Supervisory Board or one of its committees, the Executive Board shall not participate in this meeting unless the Supervisory Board or the committee deems its participation to be necessary.
In addition, the Chairperson of the Executive Board regularly informs the Chairperson of the Supervisory Board, both orally and in writing, about current developments. The Chairperson of the Executive Board immediately informs the Chairperson of the Supervisory Board about important events that are essential for assessing the situation and development as well as for the management of the company or the group.
Between meetings, the Chairperson of the Supervisory Board maintains regular contact with the Executive Board and discusses with it matters of strategy, business development, risk profile, risk management and compliance of the company.
Insofar as transactions or measures of the Executive Board require the approval of the Supervisory Board, the Chairperson of the Executive Board informs the Supervisory Board comprehensively about the intended transaction or measure and obtains the approval of the Supervisory Board for it.
If no chairperson of the Executive Board has been appointed, the rules of procedure for the Executive Board shall contain detailed provisions for the representation of the Executive Board vis-à-vis the Supervisory Board and for the performance of the duties otherwise generally assigned to the chairperson of the Executive Board.
Diversity plans for the composition of the Executive Board and the Supervisory Board
(4.1) Overview
The diversity concepts adopted by the Supervisory Board for the composition of the Executive Board and the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft are presented below.
A deadline or time frame until December 31, 2025 was set to achieve the aspects and objectives considered therein. The deadlines and time frames set for achieving the targets for the percentage of women on the Executive Board and the Supervisory Board are excluded from this. Further details can be found in the following section (5).
In accordance with the voluntary commitments set out in the diversity concepts, the Supervisory Board has once again reviewed these in full, both in terms of content and with regard to the results achieved in the 2025 financial year.
(4.2) Executive Board
(4.2.1) Description of the diversity planThe diversity concept for the composition of the Executive Board includes the following aspects and objectives:
AgeOnly persons who have not yet reached the age of 65 at the end of the regular term of office for which they were either initially or re-appointed shall be appointed as members of the Executive Board (age limit).
GenderThe aspect of gender is represented by the separate target for the percentage of women on the Executive Board. Information on this can be found in the following section (5).
Educational backgroundAt least two members of the Executive Board should have a university or polytechnic degree or a comparable international degree.
Professional backgroundWith regard to professional background, only members with experience in managing or supervising other medium-sized or large companies should be members of the Executive Board.
Furthermore, the members of the Executive Board should, if possible, have experience from different professional activities. In this respect, the Executive Board should include at least one member who has experience from professional activity in operational functions in the sector in which the company is active, as well as at least one member who has experience from professional activity in administrative, in particular business administration positions.
International backgroundThe Executive Board should include at least one member with international experience. In this context, international experience does not necessarily mean having foreign citizenship, but in particular relevant, work-related experience in an international context.
Expertise in sustainability issuesAt least one member of the Executive Board should have expertise in sustainability issues.
Other aspectsThe members of the Executive Board are obliged to act in the company's best interests. They may not pursue personal interests in their decisions, nor may they use business opportunities to which the Berentzen Group is entitled for themselves. They are subject to a comprehensive non-competition clause during their employment with the company. Each member of the Executive Board is obliged to follow the code of conduct recommended in the GCGC with regard to conflicts of interest. In this context, the diversity concept stipulates that the Executive Board should not include any members who could be subject to material and more than temporary conflicts of interest as a result of their activities and functions outside the Berentzen-Gruppe Aktiengesellschaft and its Group companies.
(4.2.2) Goals of the diversity planThe diversity concept for the Executive Board described above is aimed primarily at ensuring that the Executive Board is composed in such a way that its members collectively possess the knowledge, skills and professional experience required to manage the company, while at the same time promoting a diversity of opinions and expertise within the Executive Board.
(4.2.3) Manner of implementing the diversity planThe diversity plan is implemented primarily in the context of the Supervisory Board's appointment of the Executive Board and its long-term succession planning for the Executive Board. The Supervisory Board decides on the composition of the Executive Board in the interest of the company and taking into account all the circumstances of the individual case.
The appointment of Executive Board members by the Supervisory Board should take into account the established diversity aspects.
Furthermore, it is stipulated, among other things, that the Supervisory Board should review the diversity concept with regard to the composition of the Executive Board and the results achieved at least once a year.
(4.2.4) Results achieved in the past financial yearIn the opinion of the Supervisory Board, the Executive Board in its composition as of December 31, 2025 fulfils all aspects of the diversity plan described above. With regard to the aspect of gender, please refer to the comments in the following section (5).
(4.2.5) Long-term succession planning for the Executive BoardThe Supervisory Board works with the Executive Board to ensure long-term succession planning for the Executive Board.
In the context of long-term succession planning, which takes into account the terms of existing Executive Board appointments, the aspects and objectives set out in the diversity plan for the composition of the Executive Board, as described above, are taken into account in addition to the requirements of the law and the Articles of Association.
On the basis of the specific qualification requirements and taking into account the aforementioned requirements, aspects and objectives, the Supervisory Board's Personnel Committee develops - also jointly and in consultation with the Executive Board - a profile of requirements for Executive Board positions to be filled. On this basis, a structured selection process is used to select available candidates who are being considered for the position and who have the necessary professional and personal qualifications. During this process, the Personnel Committee makes a recommendation to the Supervisory Board for its final decision and resolution. If necessary, external advisors are consulted in the selection process to support the committees involved.
(4.3) Supervisory Board
(4.3.1) Description of the diversity planThe following aspects and objectives are set out in the diversity plan for the composition of the Supervisory Board:
AgeAccording to the specification in the diversity plan, members of the Supervisory Board should not be older than 70 years when first appointed or reappointed (age limit), as a general rule.
GenderThe aspect of gender is taken into account in the independent determination of the percentage of women on the Supervisory Board. Information on this can be found in the following section (5).
Educational backgroundWith regard to educational background, the diversity plan includes the stipulation that at least three members of the Supervisory Board should have a university or polytechnic degree or a comparable international degree.
Professional backgroundWith respect to the professional background of its members, the Supervisory Board should include, on the one hand, at least two shareholder representatives with experience in managing or supervising other medium-sized or large corporations, but on the other hand, no more than one former member of the Executive Board. Furthermore, members of the Supervisory Board should not exercise any governing body or consulting functions for major competitors of the company; nor should they have a personal relationship with a major competitor.
International backgroundThe Supervisory Board should include at least one shareholder representative with international experience. International experience is not necessarily or exclusively defined in terms of foreign nationality, but rather refers in particular to relevant, work-related experience in an international context.
Expertise in sustainability issuesAccording to the relevant stipulation, at least one member of the Supervisory Board should have expertise in sustainability issues.
Other aspectsFurther aspects of the diversity plan include specifications regarding potential conflicts of interest, independence, the level of expertise of its members in the fields of financial reporting and financial statements auditing, and the number of members who are familiar with the sector in which the company operates.
All members of the Supervisory Board are obliged to follow the code of conduct set out in the GCGC with regard to conflicts of interest, and they act in accordance with the GCGC's recommendations in the event of any conflicts of interest arising. In this respect, the diversity plan stipulates that the Supervisory Board should not include any members who, due to their activities and
functions outside the Berentzen-Gruppe Aktiengesellschaft and its Group companies, may experience significant and not merely temporary conflicts of interest.
In accordance with the recommendations of the GCGC, the Supervisory Board has determined with regard to the aspect of the independence of the shareholder representatives on the Supervisory Board that the Supervisory Board should include at least three members representing the shareholders who are independent from the company and its Executive Board within the meaning of the recommendations of the GCGC and at least one member representing the shareholders who is independent from a (possible) shareholder controlling the company within the meaning of the recommendations of the GCGC.
The stipulations of the diversity plan regarding the expertise of the members of the Supervisory Board in the areas of financial reporting and financial statements auditing and their number correspond to the mandatory, fundamental requirements of the German Stock Corporation Act and also take into account the more extensive recommendations of the GCGC in this regard, as presented in section (3.4.2) overall.
In order to specify the provisions of the German Stock Corporation Act, according to which the members of the Supervisory Board as a whole must be familiar with the sector in which the company operates, the diversity plan ultimately stipulates that the Supervisory Board should have at least two members who have such sector expertise.
(4.3.2) Goals of the diversity planThe overarching aim of the diversity plan for the Supervisory Board and the aspects considered therein is to ensure that, overall, its members have the necessary knowledge, skills and professional experience to properly perform the Supervisory Board's duties of supervising and advising the Executive Board in the management of the company. At the same time, taking diversity aspects into account in a manner appropriate to the company's specific situation also promotes the internal plurality of opinions and experiences within the body.
(4.3.3) Manner of implementing the diversity planThe diversity plan is implemented in accordance with the applicable legal and statutory requirements.
Two-thirds of the shareholder representatives on the Supervisory Board are elected by the Annual General Meeting. By law, however, the Supervisory Board has no influence on the appointment of the third of the seats to which the representatives of the employees are entitled: The employees' freedom of choice in electing the employee members of the Supervisory Board is protected by the German One-Third Participation Act (Drittelbeteiligungsgesetz). The diversity plan is therefore - insofar as the aspects defined therein also address and take into account the supervisory board members of the employees - not to be understood as a requirement for those entitled to vote or as a restriction of their freedom of choice.
Proposals of the Supervisory Board to the Annual General Meeting for the election of Supervisory Board members who represent the shareholders should take diversity aspects into consideration so that the Annual General Meeting can contribute to their implementation by adopting appropriate resolutions. However, the Annual General Meeting is not bound by the Supervisory Board's election proposals.
Furthermore, it is also stipulated, among other things, that the Supervisory Board should review the diversity plan with regard to the composition of the Supervisory Board, as well as the status of implementation and the results achieved, at least once a year as and when required.
The competency profile for the members of the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft, which is described separately below, also serves the purpose of implementing the diversity plan.
(4.3.4) Results achieved in the past financial yearIn its own judgment, the Supervisory Board, in its composition as of December 31, 2025, fulfils all the aspects of the diversity plan described above.
Accordingly, the specifications set out in the diversity plan regarding the independence of the shareholder representatives on the Supervisory Board are fulfilled in accordance with the recommendations of the GCGC on which the diversity plan is based. In the judgment of the Supervisory Board, all of its incumbent shareholder representatives are independent within the meaning of the above recommendations, i.e. the Supervisory Board includes four members who are independent in this sense. The shareholder representatives on the Supervisory Board referred to in this context are named in the above section (3.3).
Regarding the aspect of gender, please refer to the information in the following section (5).
(4.3.5) Competency profile and qualifications matrixFurthermore, the Supervisory Board has developed a competency profile for its members that is closely related to the diversity plan. This is intended to ensure an orderly selection process using objective requirements criteria for the Supervisory Board's proposal to the Annual General Meeting for the election of members of the Supervisory Board; the proposals should aim to fulfil the competency profile for the Supervisory Board as a whole. If the Supervisory Board also includes members who represent the employees, they should likewise fulfil the main criteria of the competency profile.
The competency profile determines both the personal requirements for membership of the Supervisory Board and the knowledge, skills and professional experience required for this; at the same time, it also covers the individual aspects and objectives defined in the diversity plan for the composition of the Supervisory Board. It also explicitly states that the respective member of the Supervisory Board or the candidate for membership of the Supervisory Board should have sufficient time to exercise the mandate.
In its own judgment, the Supervisory Board in its current composition fulfils the competency profile applicable to the current composition of the Supervisory Board.
The degree of completion of the competency profile is disclosed in the qualifications matrix below.
Qualifications matrix of the Supervisory Board
Uwe Bergheim
Kai Bendix
Heike Brandt
Adolf Fischer
Hendrik H.
van der Lof
Theresia Stöbe
Length of membership
Supervisory Board member
representing …
Share-
holders
Share-
holders
Employees
Employees
Shareholders
Shareholders
Member of the Supervisory Board since
May 3,
2018
May 23,
2025
May 22,
2014
May 17,
2024
Previously June 3,
2009 to
May 22,
2019
May 19,
2017
May 10,
2023
Personal aptitude and diversity (personal requirements)
Gender
M
M
F
M
M
F
Year of birth
1956
1969
1975
1974
1962
1981
International background:
Nationality 2)
DE
DE
DE
DE
NL
AT
Independence 3) 4)
✓
✓
✓
✓
✓
✓
Not a former member of the Executive Board
✓
✓
✓
✓
✓
✓
No governing body seat or advisory duties with major competitors, no personal relationship with a major
competitor 4)
✓
✓
✓
✓
✓
✓
No material and not only temporary conflicts of interest
4)
✓
✓
✓
✓
✓
✓
No Overboarding 4)
✓
✓
✓
✓
✓
✓
Professional qualifications and diversity (knowledge, skills and professional experience)
Educational background: university or polytechnic degree or comparable international academic degree
✓
✓
✓
✓
Professional background: experience in corporate management and supervision 3)
✓
✓
✓
✓
✓
✓
Internationality background: experience in the management and supervision of
internationally active enterprises 3)
✓
✓
✓
Expertise in business, economics, market
environment, and location 1) 2)
✓
✓
✓
✓
✓
✓
Expertise in business strategy
and planning 2)
✓
✓
✓
✓
✓
✓
Expertise in sustainability issues
✓
✓
✓
✓
Expertise in finance 2)
✓
✓
Expertise in law, taxes,
corporate governance 1) 2)
✓
✓
✓
✓
Expertise in Human Resources 2)
✓
✓
✓
✓
✓
Expertise in information technology, digitalisation 1) 2)
✓
✓
Qualifications matrix of the Supervisory Board
Uwe Bergheim
Kai Bendix
Heike Brandt
Adolf Fischer
Hendrik H.
van der Lof
Theresia Stöbe
Special qualifications
Expertise in financial reporting
and financial statements auditing 5)
Financial reporting
Expertise in financial reporting (financial reporting processes, application of financial
reporting standards)
✓
✓
✓
Expertise in internal
control systems
✓
✓
✓
✓
Expertise in risk
management (systems)
✓
✓
✓
✓
Expertise in sustainability
reports
✓
✓
✓
Financial statements auditing
Expertise in financial
statements auditing
✓
✓
✓
✓
Expertise in in the
auditing of sustainability reports
✓
✓
Sector expertise 6)
✓
✓
✓
✓
✓
✓
Qualifications fulfilled based on an annual self-assessment of the Supervisory Board.
Aggregated presentation for purposes of this qualifications matrix. If marked, at least one of the mentioned qualifications is fulfilled.
No explicit specifications in the diversity concept / competency profile for Supervisory Board members.
No explicit specifications in the diversity concept / competency profile for Supervisory Board members representing employees.
Within the meaning of or according to the German Corporate Governance Code.
According to Section 100 (5) AktG and the German Corporate Governance Code.
According to Section 100 (5) AktG.Disclosures on the adoption of targets for the percentage of women pursuant to Section 111 (5) AktG and Section 76 (4) AktG
For companies that are exchange-listed or whose Supervisory Board is not subject to the parity co-determination requirement, Section 111 (5) AktG stipulates that the Supervisory Board must set targets for the percentage of women on the Supervisory Board and Executive Board and at the same time set deadlines for achieving them. For companies that are exchange-listed or subject to the co-determination requirement, Section 76 (4) AktG also stipulates that the Executive Board of such companies must set targets for the percentage of women holding positions in the two management levels below the Executive Board and also set deadlines for achieving them. In both cases, the time limits for the attainment of the targets may not be longer than five years.
Within the Berentzen Group, only Berentzen-Gruppe Aktiengesellschaft is affected by these obligations.
In accordance with their respective responsibilities, the Supervisory Board and the Executive Board have adopted targets for the percentage of women in line with the statutory provisions.
The following overview provides information on the targets and deadlines for their achievement, which were last set by the Supervisory Board and the Executive Board at the end of the 2021 financial year.
Figures in %: All figures given in percentages have been mathematically rounded without decimal places.Number / % 1)
Established targets and
time period for attainment thereof of
up to
12/31/2026
Supervisory Board
No. (≙ %)
1 (17)
Executive Board
No. (≙ %)
0 (0) / 1 (≤ 33) 2) 3)
First management level beneath the Executive Board
%
27 4)
Second management level beneath the Executive Board
%
31 4)
Executive Board: If the Executive Board does not have more than two members, it does not need to have a female member. If the Executive Board has more than two members, at least one member of the Executive Board should be a woman.
Executive Board: The Executive Board was composed of two members at December 31, 2025.
First and second management levels beneath the Executive Board: The targeted percentage of women expressed as a percentage corresponds to whole numbers of persons before rounding.The targets adopted by the Supervisory Board for the percentage of women on the Executive Board took into account - in particular, also taking into account the size of the company - the statutory and sufficient staffing of the Executive Board with two members. The implementation of a percentage of women on the Executive Board beyond the previous and current status, i.e. of at least one female member, would therefore not have been or would not be feasible without expanding the Executive Board. In the past, the Supervisory Board has always been guided primarily by the suitability of male and female candidates in the interests of the company when making decisions regarding appointments to the Executive Board. The aim is to ensure that the members of the Executive Board collectively have the knowledge, skills and professional experience required to properly perform their duties. These should remain the decisive criteria in the future, although particular attention should continue to be paid to actively seeking out qualified female candidates for corresponding Executive Board vacancies. However, in the case of an Executive Board consisting of only two members, setting a target of at least one female member and thus going beyond the target of zero would have led or would lead to a disproportionate restriction in the selection of suitable, qualified female and male candidates. In view of the statutory requirements of the German Stock Corporation Act and a possible increase in the number of members of the Executive Board that is also realistic in view of the size of the company, the Supervisory Board has deemed it appropriate in this case to set a target for the percentage of women on the Executive Board that at least one of the members of the company's Executive Board should be a woman.
Compensation of members of the Executive Board and Supervisory Board -
Compensation report / compensation system
The current compensation system for the members of the Executive Board pursuant to Section 87a (1) and (2) sentence 1 of the German Stock Corporation Act (AktG), which was submitted to the Annual General Meeting on May 23, 2025 for approval, as well as the resolution passed by the Annual General Meeting on May 23, 2025 pursuant to Section 113 (3) AktG on the confirmation of compensation and on the compensation system for the members of the Supervisory Board are available on the corporate website of Berentzen-Gruppe Aktiengesellschaft at https://www.berentzen-gruppe.de/en/investors/public-limited-company.
The Compensation Report for the 2025 financial year and the corresponding auditor's report pursuant to Section 162 AktG will be made publicly available at the same internet address.
Relevant disclosures on corporate governance practices
(7.1) Corporate Governance and Codes of Conduct of the Berentzen Group
Berentzen-Gruppe Aktiengesellschaft complies with all legal requirements for corporate governance and - with the exceptions specified and justified in the Declaration of the Executive Board and Supervisory Board on the German Corporate Governance Code pursuant to Section 161 AktG - also with the recommendations of the GCGC.
The Berentzen Group has implemented a Code of Conduct that applies to all Berentzen Group employees in order to implement good corporate governance. Furthermore, two additional codes have been established, namely the Berentzen Group Marketing Code and the Berentzen Group Supplier Code. These three codes are based on applicable laws and established standards. They form the guidelines for responsible action in the Berentzen Group.
(7.2) Compliance, internal control system and risk management, internal auditing
(7.2.1) ComplianceThe business activities of the Berentzen Group, which operates in a large number of different countries and regions and is therefore subject to a large number of different legal systems, are subject to many national and international laws and regulations. Compliance in the Berentzen Group means compliance with the relevant national and international laws and regulations, industry standards, their codes and their voluntary commitments and internal guidelines. Compliance and its observance by all companies in the Berentzen Group by means of a compliance management system tailored to their risk situation is a key management task of the Executive Board.
The codes mentioned in section (7.1) form an essential basis for compliance in the Berentzen Group. In addition, a large number of other internally established guidelines serve to prevent compliance violations.
Responsibility for all matters of compliance in the corporate group is organisationally assigned to the Corporate Legal & Compliance department. This is assigned to the Executive Board member responsible for legal affairs and reports to the entire Executive Board. In addition to the Executive Board, the Supervisory Board is also responsible for compliance at Berentzen-Gruppe Aktiengesellschaft and thus for the Berentzen Group as a whole as part of its supervisory function.
A whistleblower system that meets the legal requirements has been implemented to receive information about compliance violations or related suspicions. Within the scope of this system, employees of the Berentzen Group and third parties are given the opportunity to provide confidential and anonymous information about possible violations.
The Berentzen Group's Codes of Conduct and access to its whistleblower system are available on the company's website at https://www.berentzen-gruppe.de/en/responsibility.
(7.2.2) Internal control system and risk management systemGood corporate governance also includes the responsible management of the risks of the business activities by the company. The Executive Board ensures this by means of an appropriate and effective internal control system and risk management system in the group of companies.
The main characteristics of the internal control system and the risk management system are described in the Annual Report of Berentzen-Gruppe Aktiengesellschaft, which is available on the company's website at https://www.berentzen-gruppe.de/en/investors/reports. The 'Report on risks and opportunities' section of the combined management report also comments on the appropriateness and effectiveness of these systems.
(7.2.3) Internal AuditIn addition, the corporate group's Internal Audit Department, which is organisationally centralised at Berentzen-Gruppe Aktiengesellschaft, coordinates and monitors compliance, the internal control system and the risk management system.
Internal Audit is particularly charged with auditing important internal business processes, performing ad-hoc audits, and auditing the internal control system and the risk management system.
The internal audit is also assigned to the member of the Executive Board responsible, among other things, for the legal department. The subjects and results of the internal audit are also the subject of deliberations in the Finance and Audit Committee of the Supervisory Board.
(7.3) Sustainability
Sustainability strategyResponsible corporate governance plays a crucial role in securing the future of the Berentzen Group. The corporate group's sustainability strategy provides the framework for this. It is based on the Berentzen Group's understanding of sustainability: achieving long-term economic success while also taking responsibility for society and the environment.
To this end, the Berentzen Group has developed specific goals and measures that make the sustainable development of the corporate group measurable and manageable.
Sustainability managementThe Berentzen Group is guided by nationally and internationally recognised standards in the exercise of its corporate responsibility. Berentzen-Gruppe Aktiengesellschaft is also a participant in the United Nations Global Compact, the world's largest initiative for responsible corporate governance.
Responsibility for the sustainability strategy, including its sustainability objectives, lies with the Executive Board. In this context, it ensures that the risks and opportunities associated with social and environmental factors for the group, as well as the ecological and social impacts of the company's activities, are systematically identified and evaluated. In addition to long-term economic goals, ecological and social goals are also given appropriate consideration in the corporate strategy. The business plan comprises both appropriate financial goals and appropriate sustainability-related goals. In accordance with the division of responsibilities
prescribed by the German Stock Corporations Act, the Supervisory Board is also responsible for supervising and advising the Executive Board on sustainability issues.
The Group-wide sustainability activities as such are coordinated by the Sustainability department. The Director of Corporate Finance and Sustainability reports directly to the Executive Board member responsible for this department.
Sustainability reportingThe Berentzen Group provides annual information on its sustainability activities in its voluntary, separate sustainability reporting. The guidelines of the Global Reporting Initiative (GRI Standards) are used as a framework for sustainability reporting for the 2025 financial year. The Berentzen Group's sustainability reports are publicly available on the company website at https://www.berentzen-gruppe.de/en/responsibility.
(7.4) Financial reporting and audit of the financial statements
The Executive Board prepares the consolidated financial statements and the consolidated half-yearly financial report of Berentzen-Gruppe Aktiengesellschaft in accordance with the principles of the International Financial Reporting Standards (IFRS), as they are to be applied in the European Union (EU), and in accordance with the German regulations to be applied additionally pursuant to Section 315e (1) HGB. The legally prescribed separate financial statements of Berentzen-Gruppe Aktiengesellschaft, which determine the dividend distribution, are prepared in accordance with the provisions of German commercial law applicable to corporations and the provisions of German stock corporation law. The consolidated and separate financial statements are audited by the Supervisory Board and approved by it.
The Annual General Meeting elected PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Osnabrück, as the auditor for the consolidated and separate financial statements of Berentzen-Gruppe Aktiengesellschaft for the year ending December 31, 2025, after the auditor had previously declared in writing its independence in accordance with the applicable European and German laws and professional regulations and after the Finance and Audit Committee of the Supervisory Board had repeatedly assured itself of the auditor's independence. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft has been the auditor of the separate and consolidated financial statements of Berentzen-Gruppe Aktiengesellschaft since the 2021 financial year. The responsible and signing audit partners for the separate and consolidated financial statements as of December 31, 2025 are Mr Volker Voelcker (since the 2025 financial year, also responsible auditor) and Mr Maik Schure (since the 2023 financial year). The applicable European and German laws and the applicable professional code regarding the election of the auditor and exclusion criteria, as well as the auditor's and the responsible audit partners' rotation obligations, are fulfilled.
With regard to the audit of the financial statements for the 2025 financial year, it has been agreed with the auditor that the auditor will immediately inform the Supervisory Board of any material findings and events of importance for the Supervisory Board's tasks that come to the auditor's attention during the audit of the financial statements. Furthermore, it was agreed for this audit that the auditor would inform the Supervisory Board and document in the audit report all facts noted in the course of the audit that are inconsistent with the Declaration on the German Corporate Governance Code issued by the Executive Board and Supervisory Board in accordance with Section 161 AktG.
(7.5) Transparency
The company provides shareholders, investors, analysts and the general public with equal and promptly information. In this context, the corporate website of Berentzen-Gruppe Aktiengesellschaft https://www.berentzen-gruppe.de/en/ is an important communication and public disclosure platform. Via this medium, information on the business activities of the Berentzen Group and its corporate governance - including the (Group) Declarations on Corporate Governance and corporate governance reports as well as the Declarations of the Executive Board and Supervisory Board on the GCGC pursuant to Section 161 AktG - in particular financial reports, sustainability reports, reports and documents relating to the Annual General Meeting, as well as capital market-relevant announcements in accordance with the relevant provisions regarding publication deadlines and periods. A financial calendar on the website provides information about the corresponding publication and event dates of the company.
Declaration of the Executive Board and Supervisory Board of Berentzen-Gruppe Aktiengesellschaft on the German Corporate Governance Code pursuant to Section 161 AktG
In December 2025, the Executive Board and Supervisory Board jointly issued the following annual declaration of Berentzen-Gruppe Aktiengesellschaft regarding the GCGC pursuant to Section 161 AktG.
Declaration of the Executive Board and Supervisory Board of Berentzen-Gruppe Aktiengesellschaft on the German Corporate Governance Code pursuant to Section 161 AktG
The Executive Board and the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft are obliged pursuant to Section 161 AktG to issue an annual declaration stating that the recommendations made by the "Regierungskommission Deutscher Corporate Governance Kodex" ["Government Commission on the German Corporate Governance Code"] as published in the official section of the Federal Gazette by the Federal Ministry of Justice and Consumer Protection have been and are being followed, or which of the recommendations have not been or are not being followed, and why.
The annual declaration of conformity with the German Corporate Governance Code (GCGC) pursuant to Section 161 AktG was last issued jointly by the Executive Board and the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft in December 2024.
After due examination, the Executive Board and the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft jointly issue the following annual declaration on the German Corporate Governance Code pursuant to Section 161 AktG:
(1)
The Executive Board and the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft declare that the recommendations of the "Government Commission on the German Corporate Governance Code" (GCGC in the version dated April 28, 2022) published by the Federal Ministry of Justice and Consumer Protection in the official part of the Federal Gazette on June 27, 2022 are followed, with the following exception:
Recommendation G.12
According to Recommendation G.12 of the GCGC in the version dated April 28, 2022, if an Executive Board member's contract is terminated, the disbursement of any remaining variable remuneration components attributable to the period up until contract termination shall be based on the originally agreed targets and comparison parameters, and in accordance with the due dates or holding periods stipulated in the contract.
Contrary to this Recommendation, the contracts of the Executive Board members provide for severance payments to be made at short notice if a special right of termination agreed therein is exercised.
The existing contracts of the Executive Board members provide for a special right of termination in the event of individual change of control circumstances defined in the contract, which each involve a change in the shareholder structure with a new majority shareholder. If the special right of termination is exercised, the Executive Board members have a right to severance payments. In this case, the monetary value of the variable remuneration components applicable at the time when the special right of termination is exercised should be paid out. Severance payments are capped at two years' remuneration and are made in one lump-sum payment 14 days after the special right of termination is exercised. The Supervisory Board and the Executive Board are of the view that a change of control regularly involves changes within a company, which would not appear to justify making the amount of payment from long-term variable remuneration components dependent on the company's development and share price after the change of control. In the view of the Supervisory Board and the Executive Board, this contractual provision does not negatively impact the alignment of remuneration with the company's sustainable, long-term development, as the Executive Board members cannot foresee changes of control at a later time during their work as an Executive Board member.
(2)
The Executive Board and the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft declare that the recommendations made by the "Government Commission on the German Corporate Governance Code" (GCGC in the version dated April 28, 2022) as published in the official section of the Federal Gazette by the Federal Ministry of Justice and Consumer Protection on June 27, 2022 were followed in the time from the date of their last annual declaration regarding the German Corporate Governance Code pursuant to Section 161 AktG in December 2024, with the following exception:
Recommendation G.12
Contrary to Recommendation G.12 of the GCGC in the version dated April 28, 2022, the contracts of the Executive Board members provided for severance payments to be made at short notice if a special right of termination agreed therein is exercised for the reasons explained in the preceding Section (1) above.
Haselünne, December 2025
Berentzen-Gruppe Aktiengesellschaft
For the Executive Board For the Supervisory Board
Oliver Schwegmann
Ralf Brühöfner Uwe Bergheim
Member of the Executive Board Member of the Executive Board Chairman of the Supervisory Board
The current and previous joint declarations of the Executive Board and Supervisory Board on the GCGC pursuant to Section 161 of the German Stock Corporation Act (AktG) are permanently available to the public on the company's website at https://www.berentzen-gruppe.de/en/investors/public-limited-company.
Publication of the (Group) Declaration on Corporate Governance
The present (Group) Declaration on Corporate Governance will be made available to the public on the corporate website of Berentzen-Gruppe Aktiengesellschaft at https://www.berentzen-gruppe.de/en/investors/public-limited-company.
Haselünne, March 2, 2026
Berentzen-Gruppe Aktiengesellschaft
For the Executive Board For the Supervisory Board
Ralf Brühöfner Oliver Schwegmann Uwe Bergheim
Member of the Executive Board Member of the Executive Board Chairman of the Supervisory Board
Company Information
Berentzen-Gruppe AktiengesellschaftRitterstraße 7
49740 Haselünne Germany
T: +49 (0) 5961 502 0
E: info@berentzen.de
Internet: https://www.berentzen-gruppe.de/en
Corporate Communications & Investor RelationsT: +49 (0) 5961 502 215
E: pr@berentzen.de E: ir@berentzen.de
Publication date: March 4, 2026
Disclaimer
Any trademarks and distinctive used within this declaration or by third parties are subject to the provisions of the relevant trademark law applicable as well as the rights of the registered owners. Berentzen-Gruppe Aktiengesellschaft shall retain the copyright and reproduction rights for trademarks and other distinctive signs it has produced, unless otherwise explicitly agreed.
This declaration is also available in a German-language version. In the event of discrepancies the German-language vision alone is authoritative and takes precedence over the English-language version.
Berentzen-Gruppe Aktiengesellschaft Ritterstraße 7
49740 Haselünne Germany
T: +49 (0) 5961 502 0
E: info@berentzen.de
Internet: https://www.berentzen-gruppe.de/en/