Business
MLP : Declaration of Corporate Governance 2025
MLP : Declaration of Corporate Governance
About this update from Mlp Se
DECLARATION OF CORPORATE GOVERNANCE PURSUANT TO §§ 315D, 289F OF THE GERMAN COMMERCIAL CODE (HGB) Pursuant to §§ 315d, 289f of the German Commercial Code (HGB), the Executive Board and Supervisory Board submit the corporate governance statement for both MLP SE and the Group. Wording of the Declaration of Compliance of MLP SE pursuant to § 161 of the German Stock Corporation Act (AktG) (As per November 12, 2025) "Pursuant to § 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of MLP SE hereby declare that the Company has generally complied with the recommendations and suggestions of the Government Commission for the German Corporate Governance Code in the version dated April 28, 2022 (hereinafter also referred to as the "GCGC 2022"). With regard to the recommendations and suggestions of the Government Commission for the German Corporate Governance Code in the version dated April 28, 2022, only recommendations B.5, C.2 and G.10 have not been complied with. The reasons for these deviations from the recommendations are as follows: Recommendation B.5 of the GCGC 2022 (age limit for members of the Executive Board and disclosure in the corporate governance statement) As per the recommendations of the GCGC 2022, an age limit is to be specified for members of the Executive Board and disclosed in the declaration of corporate governance. No age limit has been set for members of the Executive Board. The appointment of members of the Executive Board should be based solely on their knowledge, skills and specialist experience. MLP did not follow this recommendation in the financial year 2025 and will also not follow it in the financial year 2026. Recommendation C.2 of the GCGC 2022 (age limit for members of the Supervisory Board and disclosure in the corporate governance statement) As per the recommendations of the GCGC 2022, an age limit is to be specified for members of the Supervisory Board and disclosed in the declaration of corporate governance. No age limit has been or is set for members of the Supervisory Board at MLP. The election of members of the Supervisory Board should be based solely on their knowledge, skills and specialist experience. MLP did not follow this recommendation in the financial year 2025 and will also not follow it in the financial year 2026. Recommendation G.10 GCGC 2022 (share-based compensation; disposal of the long-term variable amount awarded) Based on recommendation G.10 sentence 1 of the GCGC 2022, the long-term variable compensation elements granted to a member of the Executive Board should predominantly be invested in shares in the Company by said member or granted accordingly on the basis of shares. In addition to this, a member of the Executive Board should only qualify for the long-term variable compensation elements after four years. MLP does not compensate the members of its Executive Board on the basis of shares. Stipulations applying to the members of the Executive Board regarding what specific form variable compensation is to take after being granted are not deemed necessary. As a general rule, each individual member of the Executive Board can determine this independently. However, any member of the Executive Board is obviously free to invest any compensation received in MLP shares. Payment of the long-term variable compensation components granted takes place three years and four months after the end of the financial year for which said compensation components were granted. The members of the Executive Board can therefore receive these before four full years have passed. MLP considers this qualifying period of three years and four months to be adequate. From MLP's perspective, the payment modalities for Executive Board compensation have proven effective, so there is no reason to change the current approach. MLP therefore declares that it is deviating from these recommendations in the financial year 2025 and also in the financial year 2026. As such, it will not introduce any share-based variable compensation or make any stipulations regarding use of the variable compensation granted to members of the Executive Board. The same applies to an extension of the qualifying period for payment of the long-term variable compensation components granted. Wiesloch, November 2025 MLP SE For the Executive Board For the Supervisory Board Dr. Uwe Schroeder-Wildberg Sarah Rössler Chairman of the Executive Board Chairwoman of the Supervisory Board" In November 2025, the Executive and Supervisory Boards issued the above Declaration of Compliance pursuant to § 161 of the German Stock Corporation Act (AktG) and made it permanently available to shareholders via the company's website. You can also view the wording of the Declaration of Compliance in the version of November 12, 2025 at https://mlp-se.com/investors/corporate-governance/declaration-of-compliance/ . The compensation report, auditor's report, compensation system and compensation resolution The compensation report for the last financial year and the auditor's report pursuant to § 162 of the German Stock Corporation Act (AktG) are made publicly accessible at: https://mlp-se.com/investors/corporate-governance/compensation-report-and-the-auditors-report/ . The pay system in place as per § 87a (1) and (2) Sentence 1 of the German Stock Corporation Act (AktG) and the last compensation decision as per § 113 (3) of the German Stock Corporation Act (AktG) can be viewed at https://mlp-se.com/investors/corporate-governance/executive-board-and-supervisory-board/ . Further disclosure requirements Responsible and value-adding management By complying with the stipulations of the German Corporate Governance Code (GCGC) in the version of April 28, 2022 (GCGC 2022), MLP SE continues to reinforce the confidence of its shareholders, clients, employees and other stakeholders in the management of the company. Responsible management geared toward long-term added value is a high priority for us. The Executive and Supervisory Boards ensure that MLP continues to review and develop corporate governance across the Group. Management and control structure MLP SE is a European stock corporation that is based in Germany and subject to the European SE provisions, the German SE Implementation Act (SEAG) and German stock corporation law. As an SE, the company has a dual management and control structure, comprising an Executive Board and a Supervisory Board. The third corporate body is the Annual General Meeting. Executive Board As the governing body of a stock corporation, the Executive Board conducts the company's business and is bound by the provisions of corporate law to act in the interest of the company and in accordance with its business policies. The responsibilities and duties of the Executive Board are laid down in the German Stock Corporation Act (AktG), in MLP SE's Articles of Association, as well as in a set of rules of procedures and the schedule of responsibilities of the Executive Board attached to it. The members of the Executive Board hold joint responsibility for all management of the business. Decisions by the Executive Board are generally reached during Executive Board meetings, which are held at regular intervals. Resolutions are drafted as ordinary resolutions with majority votes and recorded accordingly. Composition of the Executive Board According to MLP SE's Articles of Association, the Executive Board of MLP SE comprises at least two members. The Supervisory Board decides on the number of Executive Board members, their appointment and the revocation of their appointment as well as the conclusion, amendment and termination of the employment contracts with Executive Board members. The members of the Executive Board are Dr. Uwe Schroeder-Wildberg (Chief Executive Officer), Reinhard Loose, Jan Berg and Ms. Angelika Zinkgräf. As per the recommendations of the GCGC 2022, an age limit is to be specified for members of the Executive Board and disclosed in the corporate governance statement. No age limit has been set for members of the Executive Board. The appointment of members of the Executive Board should be based solely on their knowledge, skills and specialist experience. As per Recommendation B.2 of the GCGC 2022, the Supervisory Board should work together with the Executive Board to secure long-term succession planning. As the parent financial holding company, § 25d (11) of the German Banking Act (KWG) already stipulates that the Supervisory Board of MLP SE must adhere to institutionalised principles when identifying applicants to fill a management position and when preparing election nominations, as well as when checking the basic principles employed by management for selection and appointment of the persons at the upper management level. The Supervisory Board has approved a requirements profile for members of the Executive Board of MLP SE, which addresses the professional and personal aptitude of potential candidates. The requirements profile for the composition of the Executive Board as decided by the Supervisory Board enables the Supervisory Board to conduct an orderly selection process, applying objective and comprehensible requirement criteria to the proposals for the appointment of new members of the Executive Board of MLP SE. Accordingly, each member of the Executive Board must display a certain level of indispensable general knowledge and experience. Only those candidates are to be proposed whose personal integrity, independence, commitment, motivation and personality indicates that they are capable of properly performing the duties of a member of the Executive Board of MLP SE, as well as the Financial Holding Group managed by it and its subordinate companies. The Executive Board should be composed in such a way that qualified management of MLP SE is assured at all times. Its members should together possess the knowledge, skills and specialist experience required to perform their respective legal duties properly. Members of the Executive Board must be reliable. As well as meeting the general requirements in terms of personal reliability, personal independence and freedom from conflicts of interest, each member of the governing body should also possess the kind of general professional expertise needed in order to execute the respective management role properly. This means that the candidates must possess sufficient theoretical and practical knowledge of the respective business, as well as specific management experience. Alongside this, the Supervisory Board of MLP SE has already been including the topic of long-term succession planning in the agenda of its meetings at least once every year for quite some time. This focuses on discussion of both conceptual issues associated with succession planning and specific potential candidates. In accordance with above requirement profile, the Supervisory Board regularly reviews whether a defined group of persons possesses adequate theoretical knowledge and practical experience including managing a financial holding or whether targeted development of a group of individual candidates can be achieved through a development programme within the company to acquire the necessary theoretical and practical experience in the form of individual measures. Supervisory Board The Supervisory Board advises and monitors the Executive Board. The responsibilities and duties of the Supervisory Board are derived from the German Stock Corporation Act (AktG), MLP SE's Articles of Association and a set of rules of procedures for the Supervisory Board. Resolutions of the Supervisory Board are made in meetings with the necessary majorities, which are convened by the Supervisory Board or on behalf of the Chairwoman of the Supervisory Board. The Supervisory Board is also provided with information outside of its regular meetings in the case of particularly important or urgent projects. Insofar as necessary, resolutions may also take the form of circular resolutions or be passed remotely. A transcript of each meeting is drafted. Supervisory Board composition MLP SE's Articles of Association provide for a Supervisory Board that comprises six members, two of whom are employee representatives. Both the size and the tripartite composition of the Supervisory Board are thereby stipulated in MLP SE's Articles of Association. The members of the Supervisory Board of a dualistically structured SE are generally appointed by the Annual General Meeting (Art. 40 (2) of the SE Regulation). MLP SE deviates from this with regard to the employee representatives. The appointment of the employee representatives to the Supervisory Board is based on an employee involvement agreement that has been agreed between the company and a negotiation committee established for this purpose. Accordingly, employee representatives are elected directly through an election in the company. The members of the Supervisory Board are currently: Ms Sarah Rössler (Chairwoman of the Supervisory Board), Dr Andreas Freiling (Vice Chairman of the Supervisory Board), as well as Ms Ursula Blümer, Mr Bernd Groß, Mr Matthias Lautenschläger and Ms Monika Stumpf. Ms. Sarah Rössler has held a seat on the Supervisory Board since the financial year 2022, while Dr. Andreas Freiling, Ms. Ursula Blümer and Mr. Bernd Groß have been members since the financial year 2023, Mr Matthias Lautenschläger since the financial year 2018 and Ms. Monika Stumpf since the financial year 2021. As per the recommendations of the GCGC 2022, the Supervisory Board should specify specific targets for its composition and draw up a skills profile for the entire Board. In doing so, the Supervisory Board should also pay attention to diversity. Proposals submitted to the Annual General Meeting by the Supervisory Board should take into account these targets and, at the same time, aim to meet the skills profile for the entire Board. In line with Recommendation C 15 of the GCGC, the status of implementation should be disclosed in the form of a qualification matrix in the corporate governance statement. This should also provide information regarding the appropriate number of independent shareholder representatives on the Supervisory Board, as determined by the shareholder representatives, along with the names of these members. In its meetings during past financial years, the Supervisory Board of MLP SE addressed the topic of setting specific targets for the composition of the Supervisory Board, paying particular attention to its own target of securing diversity in terms of its composition, as the Supervisory Board has set itself specific targets for its composition. In particular, a requirements profile for Supervisory Board candidates which defines the knowledge, skills, professional experience and personal aptitude characteristics that candidates must possess in order to be considered for this role, has already been adopted in the past. The requirements profile applicable to the composition of the Supervisory Board and the proposals made to the Annual General Meeting for the composition of the Supervisory Board enable the Supervisory Board to conduct an orderly selection process, applying objective and comprehensible requirement criteria to the proposals for the appointment of new members of the Supervisory Board of MLP SE. Accordingly, each member of the Supervisory Board must possess a certain level of indispensable general knowledge and experience. Only those candidates whose personal integrity, independence, commitment, motivation and personality indicates that they are capable of properly performing the duties of a member of the Supervisory Board of MLP SE, as well as the Financial Holding Group managed by it and its subordinate companies, are to be proposed. The composition of the Supervisory Board must ensure qualified advising and monitoring of the Executive Board of MLP SE by the Supervisory Board at all times. Its members should together possess the knowledge, skills and specialist experience required to perform the respective legal duties properly. As well as meeting the general requirements in terms of personal reliability, personal independence and freedom from conflicts of interest, each member of the Supervisory Board should also possess the requisite professional expertise. All members should be capable of both understanding and evaluating the reports presented to the Supervisory Board, as well as drawing their own conclusions regarding the content. Alongside this, they should also display a general understanding of the brokerage, insurance, wealth management and banking business, as well as the real estate agent and real estate project development business and in particular the market environment, the individual business fields, the client requirements and the regions in which MLP SE and its subsidiaries are active and the strategic alignment of both MLP SE and the Group. From the perspective of the Supervisory Board, the ability to judge the correctness, efficiency, legality and expediency of the business decisions to be assessed also represents an absolute qualification requirement for members of the Supervisory Board. Alongside this, candidates should also be capable of understanding and evaluating the annual financial statements and associated documents. The member to be proposed should possess commercial experience gained from having worked in corporate management or as a senior executive and/or member of a Supervisory Board or comparable corporate body. This requirements profile was revised in 2022 after MLP SE was granted authorisation to operate as a parent financial holding company and following the Supervisory Board elections held in 2023. The Supervisory Board also underwent a self-evaluation in 2025. You can find statements on the stipulations for promoting equal participation of women in management positions pursuant to § 76 (4) of the German Stock Corporation Act (AktG) within this corporate governance statement. The implementation status of the specific targets, the skills profile and independence can be seen in the following qualification matrix, which the Supervisory Board also reviewed in the past financial year during a meeting of the Nomination Committee and the Supervisory Board.