Do : Corporate Governance Report

About this update from Do & Co Aktiengesellschaft

Consolidated Corporate Governance Report Commitment to the Code of Corporate Governance The Austrian Code of Corporate Governance (ÖCGK) is a set of regulations for responsible corporate governance and management of Austrian stock corporations and was written in accordance with international standards. DO & CO has been committed to full compliance with the rules of the Austrian Code of Corporate Governance (available for perusal at https://www.corporate-governance.at ) since February 2007. It satisfies all the legal requirements ("L Rules") and confirms that it will not deviate from the comply-or-explain requirements ("C Rules"). As regards corporate governance, management's goal at DO & CO is to increase the value of the Company on a sustainable, long-term basis. DO & CO adheres to strict principles of good corporate management and transparency while constantly refining its efficient system of corporate governance. The ultimate priority is a corporate culture that engenders trust and enables the Company to achieve lasting gains in value. DO & CO has had an independent external institution conduct regular evaluations of its compliance with the Austrian Code of Corporate Governance since the business year 2007/2008 in accordance with Rule 62 of this Code. The evaluation for the business year 2024/2025 was performed by Ullrich Saurer, a lawyer with hba Rechtsanwälte GmbH. The report on this external evaluation is available on DO & CO's website at https://www.doco.com . The Management Board Attila DOGUDAN Chairman | Chief Executive Officer, born in 1959 First appointed to the Board on 3 June 1997 End of the current term of office: 31 July 2026 No Supervisory Board mandates or comparable functions in listed companies outside the Group. Attila Mark DOGUDAN Member of the Board | Chief Commercial Officer, born in 1984 First appointed to the Board on 10 June 2021 End of the current term of office: 10 June 2027 No Supervisory Board mandates or comparable functions in listed companies outside the Group. Mag. Johannes ECHEVERRIA Member of the Board | Chief Financial Officer, born in 1982 First appointed to the Board on 1 September 2023 End of the current term of office: 31 August 2026 No Supervisory Board mandates or comparable functions in listed companies outside the Group. Mag. Bettina HÖFINGER Member of the Board |Chief Legal Officer, born in 1973 First appointed to the Board on 1 September 2023 End of the current term of office: 31 August 2026 No Supervisory Board mandates or comparable functions in listed companies outside the Group. M. Serdar ERDEN, MBA Member of the Board | Chief Operational Officer, born in 1974 First appointed to the Board on 1 September 2023 End of Board term: 6 August 2024 No Supervisory Board mandates or comparable functions in listed companies outside the Group. Workings of the Management Board The allocation of responsibilities and cooperation within the Executive Board are regulated in the Articles of Association and the rules of procedure. In particular, the rules of procedure regulate responsibilities, decision-making requirements and the allocation of business areas. The rules of procedure also contain the information and reporting obligations of the Management Board as well as a catalogue of measures that require the approval of the Supervisory Board. The Chairman of the Management Board is responsible for the overall management of the Company and for coordinating the work of the Management Board. All members of the Management Board must report to each other on all important business transactions that occur in their assigned area of business. Shares held by Members of the Management Board At the reporting date 31 March 2025, Bettina Höfinger held 500 no-par value shares in DO & CO Aktiengesellschaft. The Supervisory Board Dr. Andreas BIERWIRTH Chairman, independent, born in 1971 Representative of shareholders holding shares in free float Current term runs until the 28 th Ordinary General Meeting of Shareholders (2026), first appointed on 21 July 2016 Member of the Supervisory Board of Finnair, Finland Dr. Peter HOFFMANN-OSTENHOF First Deputy Chairman, independent, born in 1955 Current term runs until the end of the 29 th Ordinary General Meeting of Shareholders (2027), first appointed on 27 July 2017 No Supervisory Board mandates or comparable functions in listed companies outside the Group Dr. Cem KOZLU Second Deputy Chairman, independent, born in 1946 Representative of shareholders holding shares in free float Current term runs until the 28 th Ordinary General Meeting of Shareholders (2026), first appointed on 21 July 2016 Seats on supervisory boards or comparable positions at non-Group listed companies: Member of the Board of Directors of Pegasus Hava Yollari A.Ş., Türkiye Member of the Board of Directors of Koç Holding A.Ş., Türkiye Member of the Board of Directors of Tüpraş Türkiye Petrol Rafinerileri A. Ş, Türkiye Mag. Daniela NEUBERGER Member, independent, born in 1961 Current term runs until the 31st Ordinary General Meeting of Shareholders (2029), first appointed on 18 July 2019 No Supervisory Board mandates or comparable functions in listed companies outside the Group Workings of the Supervisory Board The legal basis for the actions of the Supervisory Board are the Austrian Stock Corporation Act (AktG), the Articles of Association as well as the Internal Rules of Procedure of the Supervisory Board and the Austrian Corporate Governance Code, which the Supervisory Board has expressly undertaken to observe. In the business year 2024/2025, the Supervisory Board performed its duties under the law and the Articles of Association in five meetings. One meeting was held in the physical presence of all Supervisory Board members, while the other two Supervisory Board meetings were held in the form of a video conference and the other two were held in a hybrid format including both, physical presence and a video conference. The overall attendance rate of all Supervisory Board members was 100%, with each Supervisory Board member attending all meetings in person or virtually. In addition to ongoing consultation with and advising of the Management Board regarding the Company's strategic direction, priorities in the reporting year were the following in particular: continuously strong development of revenues and results in the Airline Catering division, the International Event Catering division and in the Restaurants, Lounges & Hotels division and related opportunities and risks, expansion of the Company in the US due to expanding business activities at the location New York JFK, positive development of the Restaurants, Lounges and Hotels division as well as the opening of the SAP Garden and the reorientation of Demel and the Albertina restaurant, future potential from long-term partnerships in the divisions Airline Catering and International Event Catering. Shares held by Members of the Supervisory Board At the reporting date 31 March 2025, Dr. Andreas Bierwirth held 2,830 no-par value shares in DO & CO Aktiengesellschaft. Dr. Cem Kozlu held 6,335 no-par values shares in DO & CO Aktiengesellschaft at the reporting date 31 March 2025. Independence The Supervisory Board of DO & CO has no members who are either former Management Board members or senior officers of the Company; similarly, there are no interlocking directorates. Existing business relations with companies in which Supervisory Board members of DO & CO Aktiengesellschaft are active are handled on arm's length terms. Adhering to Rules 39 and 53 and Annex 1 of the Austrian Code of Corporate Governance, the Supervisory Board in its meeting of 14 February 2007 adopted the following criteria for assessing the independence of its members and Committee members: A member of the Supervisory Board shall be deemed independent if said member does not have any business or personal relations with the Company or its Management Board that constitute a material conflict of interests and are therefore likely to influence the member's conduct. Further criteria for the assessment of the independence of a member of the Supervisory Board: The Supervisory Board member has not been a member of the Management Board or senior officer of the Company or any of its subsidiaries in the past five years. The Supervisory Board member has no current business relationship nor has he / she had any business relationship within the last year with the Company or any of its subsidiaries of an extent that is material for such Supervisory Board member. This also applies to business relationships with companies in which the Supervisory Board member has a considerable economic interest. Approval of any individual transactions by the Supervisory Board member in line with L Rule 48 does not automatically cause him / her to be qualified as non-independent. For the past three years, the Supervisory Board member has not been an auditor of the Company or stakeholder or employee of the company auditing DO & CO. The Supervisory Board member is not a management board member of another company in which a Management Board member of the Company serves as a Supervisory Board member. The Supervisory Board member is no direct family member (direct descendant, spouse, domestic partner, parent, uncle, aunt, sibling, niece, nephew) of a Management Board member or of any person who is in any one of the positions described above. The members of the Supervisory Board each declare that they are independent as defined by the above criteria. Composition and workings of the Committees AUDIT COMMITTEE: Dr. Andreas BIERWIRTH: Chairman Dr. Peter HOFFMANN-OSTENHOF: First Deputy Chairman Mag. Daniela NEUBERGER: Member In the business year 2024/2025 the Chairman of the Supervisory Board also chairs the Audit Committee and serves as its financial expert. The Deputy Chairman of the Supervisory Board also serves as deputy to the person chairing the Audit Committee. The Audit Committee's duties include supervising the accounting process and monitoring the effectiveness of the Company's internal control, internal audit and risk management systems. Moreover, it includes supervising the audit of the separate financial statements and the consolidated financial statements as well as investigating and monitoring the auditor's (Group auditor's) independence, especially with regard to additional services rendered for the audited company. The Audit Committee is to submit a report on the result of the audit to the Supervisory Board, specifying how the audit contributed to the reliability of the financial reporting and including its own role in the process. Furthermore, the Audit Committee is to check the separate financial statements, prepare their approval, consider the proposal for the appropriation of profits, check the management report, the Consolidated Corporate Governance Report and the Consolidated Sustainability Report, and submit the report on the results of the audit to the Supervisory Board. The Audit Committee is to check the consolidated financial statements and the group management report as well as submit the report on the results of the audit to the Supervisory Board and prepare the proposal by the Supervisory Board for appointing the auditor (Group auditor). In the business year 2024/2025, the Audit Committee met two times in total with the statutory auditor present. During these meetings, the Audit Committee engaged in discussions with the statutory auditor, also when the Management Board was not present. During these meetings, the focus was on discussing measures of the internal control system (ICS) and the effectiveness of risk management as well as on the implementation of an internal audit and other audit activities to be performed under Section 92 (4) AktG. SUB-COMMITTEE OF THE AUDIT COMMITTEE Mag. Daniela Neuberger: Chairwoman Dr. Andreas Bierwirth: Member The sub-committee of the Audit Committee was entrusted with supervising the tender process for the appointment of the statutory auditor as prescribed by law. The sub-committee also developed recommendations for the necessary resolutions by the Audit Committee. After adopting the resolution on appointing the new statutory auditor in the business year 2023/2024, there were no further sub-committee of the Audit Committee sessions taking place in the business year 2024/2025. COMMITTEE OF THE CHAIRMAN: Dr. Andreas BIERWIRTH: Chairman Dr. Peter HOFFMANN-OSTENHOF: Deputy Chairman The Committee of the Chairman consists of the Chairman and the Deputy Chairman. The Committee of the Chairman is also charged with acting as Nominating Committee, Remuneration Committee and Committee Authorised to Make Decisions in Urgent Cases. As the Nomination Committee, the Committee of the Chairman submits proposals to the Supervisory Board for filling vacant positions on the Management Board and deals with succession planning issues. There were no sittings of the Nomination Committee in the business year 2024/2025. In its capacity as a Remuneration Committee, the Committee of the Chairman shall discuss matters concerning relationships with the Company and the members of the Management Board, remuneration of members of the Management Board and the content of employment contracts with members of the Management Board. The Remuneration Committee met two times in the business year 2024/2025, addressing the issues of granting variable remuneration to members of the Management Board for the business year 2023/2024, and target setting in the business year 2024/2025. The remuneration report for the business year 2024/2025 will be submitted to the 27th General Meeting of Shareholders. In its capacity as Committee Authorised to Make Decisions in Urgent Cases, the Committee of the Chairman is charged with making decisions on matters that require its consent. Attention : This is an excerpt of the original content. To continue reading it, access the original document here .

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