DECLARATION OF CONFORMITY 2025
Pursuant to Section 161 of the German Stock Corporation Act (AktG), the Management Board and Supervisory Board of a listed stock corporation must declare annually that the recommendations of the "Government Commission on the German Corporate Governance Code" published by the Federal Ministry of Justice in the official section of the Federal Gazette have been and will be complied with, or which recommendations have not been and will not be applied and why not.
The declaration must be made publicly available on the company's website.
The German Corporate Governance Code (DCGK) contains provisions of varying binding effect. In addition to descriptions of applicable stock corporation law, it contains recommendations from which companies may deviate; however, they are then obliged to disclose this annually. According to Section 161 of the German Stock Corporation Act (AktG), deviations from the recommendations of the DCGK must also be justified. In addition, the DCGK contains suggestions from which companies may deviate without disclosure.
The declaration covers the period since the last declaration of conformity in February 2025 and refers to the recommendations of the "Government Commission on the German Corporate Governance Code" in the version dated April 28, 2022 ("DCGK 2022"), which were published in the Federal Gazette on June 27, 2022, and thus became effective.
YOC AG's declaration is permanently available to the public on the company's website at https://yoc.com/management-corporate-governance.
Previous versions of the declaration of conformity can also be found there. The Management Board and Supervisory Board of YOC AG intend to continue to comply with the recommendations of the DCGK 2022 in the future, with the following deviations.
› Section A.4 DCGK 2022: The establishment of a protected whistleblower system has been dispensed with to date, as the Management Board and Supervisory Board believe that there is still insufficient practical experience with such a system in Germany for companies with fewer than 50 employees. Therefore, it is necessary to wait and see whether the arguments put forward against a whistleblower system for companies with fewer than 50 employees, such as high costs, possible negative effects on the working atmosphere, and susceptibility to abuse, actually play a role in practice and what solutions will be established to avoid these issues.
› Section A.2 DCGK 2022: An appropriate level of female representation in the two management levels below the executive board depends on individual suitability for the respective position. Under this premise, the executive board will pay attention to diversity when filling management positions and strive for an appropriate level of female representation.
› Sections G.3 and G.4 DCGK 2022: In order to assess the appropriateness of the specific total remuneration of the members of the Management Board in comparison with other companies, the Supervisory Board shall use a suitable comparison group of other companies, the composition of which it shall disclose. In addition, the supervisory board should also take into account the ratio of executive board remuneration to the remuneration of senior management and the workforce as a whole over time, whereby the supervisory board determines how senior management and the relevant workforce are to be defined for the purposes of comparison. When assessing the appropriateness of Management Board remuneration, the Supervisory Board of YOC AG also takes into account the level and structure of Management Board remuneration in the industry-specific comparative environment of listed and unlisted companies. However, the Supervisory Board has refrained from defining a specific peer group of other companies. Nor has it explicitly defined senior management for the purposes of vertical remuneration comparison. The background to the Supervisory Board's decisions in each case is that the economic scope for maneuver in salary negotiations should not be restricted.
› Section B.1 DCGK 2022: Currently, the Management Board has only one male member. Membership of the Management Board is primarily based on individual suitability for this committee.
› Section B.2 DCGK 2022: The Supervisory Board, together with the Management Board, should ensure long-term succession planning and describe the procedure in the corporate governance statement in accordance with the DCGK. In view of the long-standing commitment of the current sole member of the Management Board, Dirk Kraus, as founder of the company, the Supervisory Board has not yet deemed it necessary to develop guidelines for planning the succession of the Management Board. The Supervisory Board will continuously review the need for succession planning with regard to the specific management structure and needs of the company and, if necessary, ensure long-term succession planning.
› Section B.5 DCGK 2022: The Supervisory Board has not set an age limit for members of the Management Board. The members of the Supervisory Board are convinced that suitability for corporate management depends largely on individual performance.
› Sections D.2 and D.4 DCGK 2022: Apart from establishing an audit committee, the supervisory board has not established any other committees, in particular no nomination committee. In accordance with the Articles of Association, the Supervisory Board consists of three members, which means that the Nomination Committee would have to be composed of (almost) all members of the plenary body, which would not lead to any improvement in the preparation of the Supervisory Board's proposals for resolutions on the
shareholders' election proposals. The same reason also argues against the establishment of further committees.
› Section C.1 DCGK 2022: In order to implement the "Act on Equal Participation of Women and Men in Management Positions in the Private Sector and Public Service," which came into force in May 2015, the company's Supervisory Board has set targets for the proportion of female members on the Supervisory Board and the Management Board. Beyond fulfilling this legal obligation, the Supervisory Board has not defined any specific targets for its composition. The Supervisory Board has proposed and will continue to propose to the Annual General Meeting the candidate(s) whom it considers, after careful consideration and taking into account the company-specific situation, to be the most suitable for the position to be filled on the Supervisory Board. In this respect, the Supervisory Board has always implicitly defined a "competence profile" for the vacancy to be filled on the Supervisory Board and will continue to do so. It goes without saying that the Supervisory Board has been and will continue to be guided by the selection criteria of the German Corporate Governance Code in its election proposals. However, there is no permanently fixed written competency profile for the entire committee, also in view of the size of the Supervisory Board.
› Sections C.1 sentence 2 and C.2 DCGK 2022: Individual suitability for the board is decisive for membership of the Supervisory Board. Against this background, the Supervisory Board has not specified any explicit diversity criteria beyond the target proportion of women. No age limit or rule limiting the length of membership for Supervisory Board members has been established. The suitability of a Supervisory Board member to monitor and advise the Management Board and to be an equal partner to the Management Board depends largely on individual performance.
› Section G.10 DCGK 2022: The variable remuneration of the Management Board is granted exclusively in cash. As the largest shareholder of YOC AG, Mr. Kraus' interests are already aligned with the long-term promotion of the company's well-being in the sense of a positive development of the share price. The Supervisory Board therefore does not consider it necessary to additionally structure the variable remuneration on a share-based basis.
› Section G.17 DCGK 2022: The chairmanship and membership of committees were and are not taken into account in the remuneration of the Supervisory Board, as the Supervisory Board has only formed an audit committee to which all members of the Supervisory Board belong.
› Section F.2 DCGK 2022: The company will endeavour to comply with the recommendation that the consolidated financial statements should be made publicly available within 90 days of the end of the financial year and the interim reports within 45 days of the end of the reporting period. However, the company cannot always guarantee this, as it would require significantly increased personnel and organizational effort and thus only be achievable at considerable additional cost. Publications are therefore made within the statutory and stock exchange deadlines.
Berlin, February 2026
YOC AG
The Management Board The Supervisory Board