The corporate governance statement pursuant to Section 289f and Section 315d of the German Commercial Code (HGB) forms part of the management report. In accordance with Section 317(2), sixth sentence, of the German Commercial Code (HGB), the audit of the disclosures under Section 289f and Section 315d of the German Commercial Code (HGB) is to be limited to verifying whether the disclosures have been made.
Declaration of compliance by the Management Board and the Supervisory Board of Knaus Tabbert AG on the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG)Knaus Tabbert AG complies with all recommendations of the "Government Commission on the German Corporate Governance Code" in the version dated 28 April 2022 ("Code") published by the Federal Ministry of Justice in the official section of the Federal Gazette and intends to continue to comply with all recommendations of the Code in the future.
Furthermore, Knaus Tabbert AG has complied with all recommendations of the Code since the submission of the last declaration of compliance on 30 December 2024.
Jandelsbrunn, 30 December 2025
The Management Board of Knaus Tabbert AG
Willem de Pundert (CEO) Radim Sevcik (CFO)
On behalf of the Supervisory Board of Knaus Tabbert AG
Dr Esther Hackl (Chair of the Supervisory Board)
The 2025 Declaration of Compliance has also been made permanently available to the public on the company's website at https://www.knaustabbert.de/de/investor-re-lations/corporate-governance.
CORPORATE GOVERNANCE PRACTICES1)
For the Management Board and Supervisory Board of Knaus Tabbert AG, the recommendations of the German Corporate Governance Code (DCGK) and the statutory provisions form an integral part of our daily work. We align our business conduct with group-wide standards that go beyond the requirements of the law and the DCGK.
This also includes trust, respect and integrity in our dealings with one another. Behaviour based on integrity and safety are our top priorities. To achieve lasting and therefore sustainable corporate success on this foundation, we strive to ensure that our activities are also in harmony with the interests of the environment and society.
Compliance, understood as the entirety of Group-wide measures to ensure adherence to laws and binding internal regulations, is a key management and monitoring responsibility at Knaus Tabbert.
We have defined the key principles of our corporate governance in a Code of Conduct, which provides Group employees with guidance on responsible, compliant and ethical behaviour in day-to-day business and is binding on the entire workforce, including members of the Executive Board and Supervisory Board.
This applies to how we interact with one another as well as with customers and business partners. Key principles include fairness and responsibility, based on respect for the law. In addition to the general principles of conduct, the Code of Conduct also contains, among other things, provisions on integrity and the handling of conflicts of interest, and prohibits corruption in any form. Unlawful conduct by individuals has seriously damaged our com-pany's reputation in the past and caused Knaus Tabbert considerable harm. We are working very closely with the public prosecutor's office in this case.
Knaus Tabbert is aware of its social responsibility and ensures, in particular, that social and environmental factors are identified and taken into account both in the corporate strategy and in operational decisions.
The Code of Conduct has been reviewed and adapted to current requirements and developments. Employees are also regularly informed about current issues relating to the Code of Conduct and receive training on specific topics such as product liability, competition law or data protection. The Code of Conduct can be found on the com-pany's website at https://www.knaustabbert.de/de/un-ternehmen/compliance.
MANAGEMENT AND CONTROL1)
The division of responsibilities between the Management Board and the Supervisory Board is governed by the German Stock Corporation Act, the Articles of Association and the rules of procedure for the Management Board and the Supervisory Board. The rules of procedure for the Supervisory Board can be found on the company's website at https://www.knaustabbert.de/investor-rela-tions/corporate-governance.
As the company's executive body, the Management Board is bound by the company's interests and is committed to the sustainable enhancement of the company's value. The members of the Management Board bear joint responsibility for the overall management of the business and decide on fundamental issues of business policy and corporate strategy, as well as on annual and multi-year planning.
The Executive Board jointly manages the operational business. In the 2025 financial year, the Executive Board consisted of two members. All members are closely involved in operational activities. Without prejudice to the Executive Board's overall responsibility, each member of the Executive Board independently manages the business areas assigned to them by the rules of procedure (portfolios are managed by individual Executive Board members in a dual capacity if individual Executive Board portfolios are not filled).
The management of the subsidiaries and the heads of the various functional and product divisions currently report to the full Executive Board.
The Executive Board is responsible for preparing the quarterly reports and the half-yearly financial report, for drawing up the annual and consolidated financial statements, the combined management report for Knaus Tabbert AG and the Group, and for non-financial reporting.
The Management Board also ensures that legal provisions, regulatory requirements and internal company guidelines are complied with, and works to ensure that the Group companies observe these (compliance).
When appointing individuals to management positions within the company, the Management Board pays attention to diversity and strives in particular to ensure appropriate representation of women and different nationalities.
The Management Board and the Supervisory Board work closely together for the benefit of the company. The Management Board is advised, monitored and supervised by the Supervisory Board. It reports to the Supervisory
Board regularly, promptly and comprehensively on all material matters relating to business development, corporate strategy and potential risks. At regular intervals, the Supervisory Board discusses business development and planning, as well as strategy and its implementation. It also regularly addresses the topics of risk management and compliance. Between meetings, the Chair of the Supervisory Board maintains regular contact with the Management Board, in particular with the CEO, and consults with him on matters of strategy, business development, the risk situation, risk management and the company's compliance. In times of crisis, the CEO and the Chair of the Supervisory Board maintain particularly close communication.
The Supervisory Board reviews the annual and consolidated financial statements, the combined management report of Knaus Tabbert AG and the Group, the report on the Company's relationships with affiliated companies, the non-financial reporting, and the proposal for the appropriation of retained earnings. It approves the annual financial statements of Knaus Tabbert AG, thereby adopting them, and the consolidated financial statements. In doing so, it bases its decision on the results of the preliminary review carried out by the Audit Committee and takes into account the auditor's reports. The Supervisory Board reviews the Management Board's proposal for the appropriation of retained earnings and adopts its own proposal for the appropriation of retained earnings, as well as the Supervisory Board's report to the Annual General Meeting.
In addition, the Supervisory Board and the Audit Committee are responsible for monitoring the company's compliance with legal provisions, regulatory requirements and internal company guidelines (compliance), as well as for assessing the adequacy and effectiveness of the internal control system, the adequacy and effectiveness of the risk management system, including coverage of sustainability-related objectives, and the internal audit function. The Supervisory Board also deals, as and when necessary, with the investigation of compliance breaches and the assessment of the necessary (legal) measures.
The Supervisory Board's remit also includes appointing the members of the Management Board and determining their areas of responsibility. Together with the Management Board, it prepares the remuneration report. Major decisions by the Management Board, such as significant acquisitions, investments or financial measures, are subject to the approval of the Supervisory Board, unless these are already included in the approved financing and implementation plan (budget). The Supervisory Board regulates the work of the Management Board in the Rules of Procedure for the Management Board.
The composition of the Supervisory Board of Knaus Tabbert AG is prescribed by law and regulated in detail in the Articles of Association. The Supervisory Board consists of twelve members, six of whom are elected by the Annual General Meeting in accordance with the provisions of the German Stock Corporation Act (AktG) and six by the employees in accordance with the provisions of the German Co-Determination Act (MitbestG).
The shareholders of Knaus Tabbert AG exercise their supervisory and co-determination rights at the Annual General Meeting. The Annual General Meeting is chaired by the Chair of the Supervisory Board. The Annual General Meeting decides on all matters assigned to it by law (including the appropriation of profits, the discharge of the Management Board and the Supervisory Board, the election of Supervisory Board members, capital measures and amendments to the Articles of Association). Shareholders may exercise their voting rights at the Annual General Meeting either in person, through a proxy or through a proxy appointed by Knaus Tabbert AG.
1) These two sections form part of the Group Sustainability Statement for the financial year 2025.
METHODS OF WORK OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD, AND THE COMPOSITION AND METHODS OF WORK OF THEIR COMMITTEESThe Supervisory Board is responsible for advising and supervising the Management Board in the management of Knaus Tabbert AG. It has adopted rules of procedure. In accordance with statutory and Articles of Association provisions, the Supervisory Board appoints the members of the Management Board. The Supervisory Board's monitoring and advisory role also covers sustainability issues. It has adopted rules of procedure for the Management Board, which include a list of transactions requiring approval, as well as a schedule of responsibilities. The rules of procedure were last amended in January 2026.
The Supervisory Board holds at least two meetings per calendar half-year. As a rule, at least five plenary meetings take place per calendar year, though significantly more in times of crisis. The key topics of the meetings in the past financial year are summarised in the Supervisory Board's report, which forms part of this Annual Report. Unless the Chair of the Supervisory Board decides otherwise, the members of the Management Board attend the meetings of the Supervisory Board, report in writing or orally on the individual agenda items and proposed resolutions, and answer questions from the members of the Supervisory Board.
Meetings of the Supervisory Board are normally convened by the Chairperson with at least fourteen days' notice. The Chairperson of the Supervisory Board reports to the shareholders at the Annual General Meeting on the activities of the Supervisory Board and its committees. The Management Board regularly informs the Chairperson of the Supervisory Board about current developments.
To perform its duties efficiently, the Supervisory Board has established five committees: an Executive Committee, a Nomination Committee, an Audit Committee, a Mediation Committee and a Special Committee.
The Executive Committee consists of the Chair, the Deputy Chair, a shareholder representative and an employee representative. The Chair of the Supervisory Board chairs the Executive Committee. The Executive Committee discusses important matters at the initiative of its Chair and prepares resolutions for the Supervisory Board. In special circumstances or in urgent cases, the Executive Committee is authorised to grant approval for transactions that require the approval of the Supervisory Board. The Executive Committee also deliberates on the Management Board's corporate planning and prepares the Supervisory Board's personnel decisions.
The members of the Executive Committee are Dr Esther Hackl (Chair), Anton Autengruber (Deputy Chair) until 11 July 2025, Jürgen Spannbauer (Deputy Chair) from 11 July 2025, Willem de Pundert, whose mandate has been suspended since his appointment to the Executive Board until his resignation on 12 November 2025, Ruben Paulus de Pundert from 30 January 2026, Ferdinand Sommer until 11 July 2025 and Claudia Mäder from 11 July 2025.
The Nomination Committee is composed exclusively of shareholder representatives and consists of the Chair of the Supervisory Board and two other Supervisory Board members representing the shareholders. It proposes suitable candidates for election to the Supervisory Board to the Annual General Meeting. The Chair of the Supervisory Board is also Chair of the Nomination Committee.
The members of the Nomination Committee are Dr Esther Hackl (Chair), Klaas Mertens and Willem de Pundert, whose term of office was suspended from the date of his appointment to the Executive Board until 12 May 2025, pending his resignation on 12 November 2025, René Ado, Oscar Bours (12 May 2025 to 30 January 2026) and Ruben Paulus de Pundert from 30 January 2026.
An Audit Committee has also been formed. The Audit Committee consists of six members, namely four Supervisory Board members representing the shareholders and two Supervisory Board members representing the
employees. The Audit Committee meets, where necessary, in the presence of the auditor or the members of the Executive Board. If the auditor is called in as an expert, the Executive Board does not attend this meeting, unless the Audit Committee deems its attendance necessary. The Audit Committee is responsible for the audit of the financial statements, the supervision of the accounting process, the adequacy and effectiveness of the internal control system, the adequacy and effectiveness of the risk management system, including coverage of sustainability-related objectives, internal audit and compliance. It is also responsible for monitoring the necessary independence of the auditors, awarding the audit engagement to the auditor, determining the audit focus areas, assessing the quality of the audit and agreeing on fees. In addition, the Audit Committee maintains close contact with the external auditor and discusses with them, in particular, the assessment of audit risk, the audit strategy and planning, as well as the audit results. The Chair of the Audit Committee regularly exchanges views with the external auditor on the progress of the audit and reports back to the Audit Committee. The Audit Committee consults regularly with the external auditor, even without the Executive Board being present.
The members of the Audit Committee are Jana Donath (Chair), Dr Esther Hackl (Deputy Chair), Anton Autengruber until 11 July 2025, René Ado Oscar Bours, Willem de Pundert, whose mandate has been suspended since his appointment to the Management Board until his resignation on 12 November 2025, Ruben Paulus de Pundert from 30 January 2026, Ferdinand Sommer until 11 July
2025 and Claudia Mäder from 11 July 2025.
In accordance with the provisions of the German Co-De-termination Act, the Supervisory Board of Knaus Tabbert AG also forms a Mediation Committee comprising the Chair of the Supervisory Board, the Deputy Chair, and one Supervisory Board member each representing the employees and the shareholders.
The members of the Conciliation Committee are Dr Esther Hackl (Chair), Anton Autengruber (Deputy Chair) until 11 July 2025, Jürgen Spannbauer (Deputy Chair) from 11 July 2025, Willem de Pundert (whose term of office was suspended from the date of his appointment to the Executive Board until his resignation on 12 November 2025), Ruben Paulus de Pundert from 30 January 2026, and Robert Scherer.
In addition, during the 2024 financial year, the Supervisory Board established a special committee to deal in particular with the company's liquidity position as well as internal compliance investigations and corporate governance issues.
The members of the special committee were Dr Esther Hackl (Chair), Jana Donath, Anton Autengruber and Stephan Kern.
At least once a year, the Supervisory Board reviews the effectiveness of its work and that of its committees. For 2025, this was carried out using a questionnaire, the results of which were discussed in detail by the Supervisory Board.
Further information on the Supervisory Board and its members can be found on the company's website at https://www.knaustabbert.de/de/unterneh-
men/aufsichtsrat. The Supervisory Board's rules of procedure are also available there at https://www.knaust-abbert.de/de/investor-relations/corporate-governance.
A description of the main features of the internal control system and the risk management system, as well as a statement on the adequacy and effectiveness of these systems, can be found in the 'Opportunities and Risk Re-port' section of the Management Report.
SUCCESSION PLANNING AND DIVERSITY
An important element of good corporate governance is ensuring that the composition of the Executive Board and Supervisory Board is appropriate to the specific needs of the company.
Key criteria for this are the professional and personal qualifications of the members of the Management Board and Supervisory Board, as well as diversity in the composition of both bodies, including appropriate representation in accordance with legal requirements and the independence of the Supervisory Board.
With regard to diversity, the Supervisory Board aims to ensure that the composition of the Management Board takes into account a variety of professional and international experiences. When selecting members of the Management Board, in addition to aspects of diversity, the knowledge, professional qualifications and personality of the candidates are decisive. Members of the Management Board should contribute a variety of professional experiences and expertise. In this respect, the diversity policy serves as a supplementary guideline for the selection of suitable Executive Board candidates. In 2024, in particular, the Executive Board was internationalised, a policy the Supervisory Board wishes to continue. Its two current members each come from different EU Member States. Willem de Pundert, an experienced industry expert, has taken on the role of Chairman of the Executive Board.
In March 2025, the Supervisory Board set a target of 0% female representation on the Executive Board, as there were no women on the Executive Board at that time and the aim was to maintain flexibility regarding the composition of the Executive Board team. This target was achieved in the 2025 financial year.
An age limit of 70 applies to members of the Executive Board.
For the Supervisory Board of Knaus Tabbert AG, the statutory requirement is that it must comprise at least 30% women and at least 30% men. These quotas must be met separately for shareholder representatives and employee representatives, as the requirement for overall compliance - most recently in 2024 - was rejected (separate compliance). It cannot be ruled out that overall compliance will become the determining factor in the future.
In the 2025 financial year, the Supervisory Board comprised two female members on both the shareholder and employee sides, both before and after the Annual General Meeting on 11 July 2025. This resulted in a quota of 33.3% for the entire Supervisory Board.
The Supervisory Board has also adopted a competence profile for its composition. According to this, the Board as a whole should possess the competencies deemed essential in view of the activities of the Knaus Tabbert Group. These include, in particular, in-depth experience and knowledge
in the management of a large or medium-sized internationally active company;
in industrial business and in value creation across various value chains;
in the field of research and development, particularly in technologies relevant to the company as well as adjacent or related areas;
in the fields of production, marketing, sales and digi-talisation;
in the key markets in which Knaus Tabbert operates;
in accounting and financial reporting;
in controlling/risk management;
in the field of governance and compliance;
in sustainability issues.
The following qualifications matrix shows that the members of the Supervisory Board possess a range of expertise, ensuring that the Supervisory Board as a whole meets the agreed competence profile.
In addition to the aforementioned areas of expertise, in accordance with the requirements of Section 100(5) of the German Stock Corporation Act (AktG), at least one