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Voltabox AG — Governance Information 2026
Feb 28, 2026
476_cgr_2026-02-27_36861afa-3958-44ff-9c08-000031042633.pdf
Governance Information
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VOLTATRON®
Corporate Governance Statement
pursuant to Section 315d in Conjunction with Section 289f (1) of the German Commercial Code (HGB)
The Corporate Governance Statement of the Management Board and Supervisory Board of Voltatron AG pursuant to section 315d in conjunction with section 289f of the German Commercial Code (HGB) contains the required disclosures pursuant to section 289f (2) HGB. These include, in particular, the Declaration of Compliance with the German Corporate Governance Code (GCGC), relevant corporate governance practices, a description of the working methods of the Management Board and the Supervisory Board, as well as the composition of these bodies. In addition, it encompasses information regarding the publication of the remuneration report and the auditor's report pursuant to section 162 of the German Stock Corporation Act (AktG), the remuneration system for the Management Board, the remuneration of Supervisory Board members, the targets set pursuant to sections 76 (4) and 111 (5) AktG, disclosures on target achievement, and measures to promote diversity pursuant to section 289 (2) no. 6 HGB.
The following Corporate Governance Statement under sections 289f HGB and 315d HGB is permanently available on the company's website: https://ir.voltatron.com/en/corporate-governance.
Corporate Governance Fundamentals
General Information about the Company and its Corporate Bodies
Voltatron AG is a German stock corporation headquartered in Fürth and registered in the Commercial Register of the Local Court of Fürth under HRB 22157. The shares of Voltatron AG (WKN A2E4LE / ISIN DE000A2E4LE9) are admitted to trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange. According to its Articles of Association, the business purpose of Voltatron AG is the development, production, and distribution of e-mobility solutions – particularly
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lithium-ion battery systems – as well as the management of patents, licenses, and utility models. The company also engages in the worldwide distribution of electrical components and customer-specific assemblies. Further business activities include production services, the development, manufacturing, and procurement and inventory management of complete electronic assemblies and devices, as well as cable assembly.
The company also aims to develop, design, construct, distribute, acquire, and operate stationary energy or battery storage systems, including related project development and planning services. Voltatron AG may acquire or hold interests in companies in Germany or abroad, establish branches, assume management functions for other companies, and enter into intercompany agreements. It may also undertake any measures and legal transactions that serve its corporate purpose, provided no special governmental authorization is required.
The Articles of Association are available on the company's website: https://ir.voltatron.com/en/corporate-governance#articles-of-association.
The Management Board uses an internal control system, a risk management system, and a risk early-detection system that it considers effective and appropriate given the company's size. The Supervisory Board is responsible for overseeing these systems. The Management Board regularly reviews the effectiveness of the control and risk management systems and continually seeks to optimize them. In the 2025 fiscal year, these systems were comprehensively updated to reflect the company's strategic realignment and the implementation of the new business model.
Relevant Disclosures on Corporate Governance Practices
Voltatron AG's corporate governance is based on the German Stock Corporation Act (AktG), its Articles of Association, and its voluntary commitment to comply with the current version of the German Corporate Governance Code (GCGC). In addition, current rules of procedure for the Management Board and Supervisory Board apply. Legal requirements and the recommendations and suggestions of the GCGC form an integral part of the work of both boards.
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Acting economically, socially, and with integrity in compliance with all legal requirements is a central element of Voltatron AG's corporate culture. Violations of the law are not tolerated. In cases of violations of applicable laws or internal regulations, Voltatron AG consistently takes disciplinary action and, where necessary, examines civil or criminal legal steps. Voltatron AG has not adopted any governance practices that go beyond statutory requirements.
Description of the Working Methods of the Management Board and Supervisory Board
In accordance with statutory provisions, Voltatron AG operates under a dual management system consisting of the Management Board and the Supervisory Board. This system is characterized by a strict separation of personnel between the Management Board as the executive body and the Supervisory Board as the monitoring body. In addition to its duty to monitor, the Supervisory Board also acts in an advisory capacity to the Management Board. Both bodies cooperate trustfully in the interests of Voltatron AG and the Voltatron Group.
Remuneration of Corporate Bodies
The current remuneration systems for the Management Board and Supervisory Board were approved by the Annual General Meeting on 8 July 2025. The remuneration report for the 2024 fiscal year was also approved at this meeting.
The remuneration report for the most recent fiscal year pursuant to section 162 AktG, including the auditor's report, is available on the company's website:
https://ir.voltatron.com/en/corporate-governance#remuneration
The most recent AGM resolution on Supervisory Board remuneration pursuant to section 113 (3) AktG and the applicable remuneration system for the Management Board pursuant to section 87a (1) and (2) AktG can be accessed here:
https://ir.voltatron.com/en/corporate-governance#remuneration
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Management Board
Management Board of Voltatron AG
The Management Board manages the company independently in accordance with legal requirements, the Articles of Association, and its rules of procedure, and represents the company externally. Core responsibilities include corporate management, development and safeguarding of strategic direction, and establishing, implementing, and continuously monitoring the risk management system.
Until 10 February 2025, the Management Board consisted solely of CEO Patrick Zabel. Since 10 February 2025, the Management Board of Voltatron AG consists of:
- CEO: Martin Hartmann
- CFO: Florian Seitz
Martin Hartmann serves as Chairman of the Management Board (CEO) and was appointed for a three-year term ending February 9, 2028. Florian Seitz serves as CFO and was likewise appointed for a three-year term ending February 9, 2028.
The Management Board promotes agile, cross-functional collaboration to achieve a holistic management approach. This is intended to ensure effective organizational steering and the successful implementation of the company's strategic realignment.
Long-term Succession Planning
The Supervisory Board works closely with the Management Board on long-term Management Board succession planning. When additions or replacements become necessary, Supervisory Board members coordinate closely and identify suitable candidates, potentially with the support of external advisors.
Following the restructuring of the Management Board on 10 February 2025, both boards continue the succession planning process. However, no immediate need for action is currently anticipated.
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Working Methods of the Management Board
The Management Board reports to the Supervisory Board regularly, promptly, and comprehensively on business developments, corporate strategy, fundamental planning issues, profitability, financial position, and matters that may significantly affect liquidity or profitability, as well as on potential risks. For all decisions of fundamental importance, the Supervisory Board is directly involved.
Supervisory Board
Supervisory Board of Voltatron AG
According to section 10.1 of the Articles of Association, the Supervisory Board consists of three members elected by the Annual General Meeting.
Since 20 January 2025, the Supervisory Board consists of:
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| MEMBER | FUNCTION | TERM |
|---|---|---|
| Herbert Hilger | Chairman of the Supervisory Board | since 22 November 2021 |
| Christian Maeder | Deputy Chairman, Chairman of the Audit Committee | since 20 January 2025 |
| Lutz Johannes Holkenbrink | Member of the Supervisory Board | since 20 January 2025 |
Due to the resignations of former members Roland Mackert and Toni Junas, the Supervisory Board lacked quorum from 9 September 2024 to 20 January 2025. The court appointments of Christian Maeder and Lutz Johannes Holkenbrink under section 104 (1) AktG were confirmed by the AGM on 8 July 2025.
The reconstituted Supervisory Board intends to define concrete objectives for its composition and create a competency profile for the board. This work was initiated in the 2025 fiscal year but is not yet completed. Therefore, no qualification matrix is included in this Corporate Governance Statement; it will be published once finalized.
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Working Methods of the Supervisory Board
The Supervisory Board monitors the Management Board in its management of the company and supports it in an advisory capacity. For the purpose of supervising and reviewing the Management Board's activities, the Supervisory Board is entitled to receive information and to exercise inspection rights.
The Supervisory Board appoints and dismisses the members of the Management Board, determines the transactions requiring its approval, adopts the remuneration system for the Management Board, and sets the respective total compensation of its members. It is involved in all decisions of fundamental importance to Voltatron AG, as provided for by the German Stock Corporation Act and the Supervisory Board's rules of procedure. The principles governing the cooperation of the Supervisory Board of Voltatron AG and any of its committees are set out in the Supervisory Board's rules of procedure, which were revised during the current fiscal year following the reconstitution of the Supervisory Board. Supervisory Board members are generally responsible for independently undertaking the training and professional development necessary for their duties and are supported in doing so by the company and, where appropriate, by independent external advisors.
The Supervisory Board has refrained from establishing a standard limit for the length of membership on the Supervisory Board. In the interest of the company, such limits should be determined solely by the knowledge and professional qualifications of its members. Likewise, the Supervisory Board has refrained from setting an age limit for its members. The selection of members should – again in the best interest of the company – be based primarily on qualifications, professional expertise, and a suitable breadth of experience necessary to perform effective oversight of the Management Board.
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The Supervisory Board plans to develop a skills and qualification profile to ensure that the selection process for new members is based on objective suitability criteria. The board is intended to be composed in such a way that it is adequately qualified to perform the monitoring and advisory functions assigned to it under statutory law, the Articles of Association, and the German Corporate Governance Code (GCGC), and to ensure that these duties can be properly fulfilled.
Detailed information on the work of the Supervisory Board and its committees can be found in the current Supervisory Board Report included in the published Annual Report.
Self-Assessment and Independence of the Supervisory Board
The Supervisory Board places great importance on performing its duties with care and diligence and on continuously improving the effectiveness and efficiency of its work. Accordingly, after the end of the 2025 fiscal year, the Supervisory Board conducted an internal self-assessment using a comprehensive questionnaire to evaluate how effectively it fulfills its responsibilities. The results confirm a professional, constructive, and trust-based cooperation within the Supervisory Board, which in turn works closely with the Management Board. The results also demonstrate efficient organization and execution of meetings as well as an adequate flow of information. The members of the Supervisory Board consider the composition and structure of the Supervisory Board – including its committee structures and mechanisms – to be effective and efficient. They therefore see no fundamental need for structural changes. Where appropriate, individual suggestions are taken up, discussed, and implemented during the year whenever feasible.
In accordance with Recommendation C.6 of the German Corporate Governance Code (GCGC), the Supervisory Board should include, on the shareholder side, an appropriate number of members who are independent from the company, the Management Board, and any controlling shareholder. Taking into account the ownership structure and the size of the Supervisory Board, the Supervisory Board concluded that one independent shareholder representative is appropriate and that
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the Supervisory Board members Herbert Hilger and Lutz Johannes Holkenbrink meet the relevant independence criteria.
In the 2025 fiscal year, no conflicts of interest arose between members of the Supervisory Board and the Management Board. Should any such conflicts occur, they must be disclosed to the Supervisory Board without delay. The Annual General Meeting must be informed accordingly.
Committees
With the exception of the legally required Audit Committee, the Supervisory Board has not established any additional committees due to its small number of members. If the Supervisory Board consists of only three members, it also constitutes the Audit Committee pursuant to section 107 (4) sentence 2 of the German Stock Corporation Act (AktG). Accordingly, all members of the Supervisory Board serve on the Audit Committee, namely Christian Maeder, Herbert Hilger, and Lutz Johannes Holkenbrink. On 31 January 2025, Christian Maeder was elected Chairman of the Audit Committee.
Pursuant to section 100 (5) AktG, at least one member of the Supervisory Board must have expertise in the field of accounting and at least one additional member must have expertise in the field of auditing. According to Recommendation D.3 of the German Corporate Governance Code (GCGC), expertise in accounting should be demonstrated through particular knowledge and experience in the application of accounting principles and internal control and risk management systems, while expertise in auditing should be demonstrated through particular knowledge and experience in auditing financial statements, including sustainability reporting and its audit.
Both the Supervisory Board and the Audit Committee each include – through the Chairman of the Audit Committee, Christian Maeder – at least one member with expertise in accounting, and through Herbert Hilger at least one member with expertise in auditing. In line with GCGC Recommendation D.3, the Chairman of the Audit Committee should be proficient in at least one of these two areas. The Chairman of the Audit Committee, Christian Maeder, meets these requirements.
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Christian Maeder has been working as an attorney and tax advisor at Reichlin Hess AG – a law firm specializing in business and tax law – since 2018. He obtained his law degree from the University of Zurich in 2007 and was admitted to the bar in 2012. In the same year, he joined Ernst & Young AG in Zurich in the International Tax Services division and earned the qualification as a certified tax expert in 2016. Today, Christian Maeder primarily specializes in national and international tax law. In advising numerous companies and organizations on complex matters related to tax structuring, reorganizations, and financing, he relies on significant expertise in accounting.
Herbert Hilger served for several years as Managing Director of stuba Stuttgarter Industriebatterien GmbH, where he was responsible for overseeing the audits of the company's annual financial statements. In addition, in his role as Chairman of the Supervisory Board of Voltatron AG since 22 November 2021, he has been significantly involved in the audits of both the consolidated and standalone financial statements.
Mandates of Supervisory Board Members in Other Companies
Currently, none of the members of the Supervisory Board hold mandates in the governing bodies of other companies based in the Federal Republic of Germany outside the Voltatron Group.
Managers' Transactions pursuant to Art. 19 Market Abuse Regulation (MAR)
Under Article 19 of the EU Market Abuse Regulation (MAR), members of the corporate bodies (Supervisory Board / Management Board) and certain employees with managerial responsibilities, as well as persons closely associated with them, are required to report transactions involving Voltatron shares or related financial instruments once the total amount of such transactions reaches or exceeds EUR 20,000 within a calendar year.
By way of a general ruling, BaFin increased the threshold under Article 19 (9) MAR from EUR 20,000 to EUR 50,000, effective 1 January 2026.
The corresponding notifications are available on the company's website at: https://ir.voltatron.com/en/corporate-governance#directors-dealings
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Diversity and Targets
Voltatron AG places great importance on diversity throughout the Group, including inclusion and equal opportunity. The company seeks to promote diversity both within its governance bodies and at the employee level. Nevertheless, when proposing Supervisory Board candidates to the Annual General Meeting or appointing Management Board members, the company intends to continue prioritizing the competencies, professional qualifications, and experience of the candidates as core criteria in the decision-making process. Furthermore, the company does not differentiate on the basis of gender at the employee level.
With regard to sections 76 (4) and 111 (5) AktG, as well as GCGC Recommendations B.1 and C.1 on the topic of "Diversity," the Management Board and the Supervisory Board set target figures for the period through February 23, 2030, at zero. The current proportion of women on both governance bodies of Voltatron AG is also zero. This is due to the fact that the implementation of the company's M&A growth strategy and its strategic realignment is closely linked to the individuals currently serving – especially on the Management Board.
It remains challenging for the company to attract women for leadership roles. In the company's technology-driven industry, the proportion of women is lower than in other sectors, partly due to the relatively low number of female STEM graduates. Given the company's size and the limited number of leadership positions, the Management Board and Supervisory Board currently consider more ambitious targets to be unrealistic. However, both boards reaffirm their intention to promote increased participation of women in leadership positions to the extent possible. In filling any specific role, the decisive criterion – in the view of both boards – remains the best interests of the company, taking into account all circumstances of the individual case.
Corporate Reporting and Audit
Corporate Reporting
Voltatron AG prepares annual financial statements for both the standalone company and the Group, as well as a half-year financial report at Group level
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pursuant to section 115 of the German Securities Trading Act (WpHG), and quarterly statements pursuant to section 53 of the Frankfurt Stock Exchange Rules. The consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS). The standalone financial statements of Voltatron AG are prepared under the provisions of the German Commercial Code (HGB).
In addition, Voltatron AG publishes a combined management report pursuant to section 315 HGB in conjunction with section 289 HGB, which includes key factors influencing the course of business and the company's position, particularly its financial, assets, and earnings situation.
The company's website also serves as a central source for financial reports, publication dates, and additional information about the company and the Group, including corporate news, ad-hoc disclosures, voting rights notifications, managers' transactions, and related-party transactions.
Further instruments of investor communication have included – and continued to include in the 2025 fiscal year – regular participation in capital market conferences. Insider information pursuant to Article 17 (1) MAR is published in the form of ad-hoc announcements. In the 2025 fiscal year, Voltatron AG published a total of four ad-hoc announcements. These are available on the company's website at: https://ir.voltatron.com/en/news-and-publication
Audit
The Audit Committee – consisting of all three members of the Supervisory Board – monitors the audit of the financial statements of Voltatron AG and the Group with regard to both technical and qualitative aspects. It also assesses the independence of the auditor. The Audit Committee prepares the proposal to the Annual General Meeting for the appointment of the auditor and issues a corresponding recommendation.
The Supervisory Board is ultimately responsible for commissioning the auditor, defining additional audit focal points, and agreeing on audit fees. Under statutory requirements, the auditor of the standalone and consolidated financial statements
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is appointed annually by the Annual General Meeting. Most recently, at the Annual General Meeting on 8 July 2025, based on the recommendation of the Supervisory Board, RÖDL Audit GmbH Wirtschaftsprüfungsgesellschaft, Nuremberg, was appointed as auditor for the 2025 fiscal year.
The company discloses the audit fees paid for the statutory audit of the standalone and consolidated financial statements in the consolidated financial statements.
Erklärung zur Unternehmensführung gemäß § 315d i. V. m. § 289f Abs. 1 HGB der Voltatron AG
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Declaration of Compliance of Voltatron AG with the German Corporate Governance Code
The members of the Management Board and Supervisory Board regard corporate governance as the foundation of responsible and long-term value-oriented management and oversight of the company. This includes, among other things, efficient and purposeful cooperation between the Management Board and the Supervisory Board, consideration of the rights, interests, and concerns of shareholders and employees, openness and transparency in corporate communication, and prudent and foresighted handling of risks.
The Management Board and Supervisory Board are committed to ensuring the company's long-term viability and sustainable value creation. Observance of generally recognized standards of good corporate governance is therefore, in their view, a key component of the company's sustainable economic success.
The corporate governance practices of the Management Board and Supervisory Board of Voltatron AG are aligned with the recommendations of the German Corporate Governance Code (GCGC) in its applicable version.
The current Declaration of Compliance of Voltatron AG is as follows:
The Management Board and Supervisory Board of Voltatron AG hereby declare pursuant to section 161 of the German Stock Corporation Act (AktG) that the recommendations of the "Government Commission German Corporate Governance Code" in the version dated 28 April 2022, published in the official section of the German Federal Gazette on 27 June 2022 (German Corporate Governance Code; "GCGC"), have been complied with since the last Declaration of Compliance dated 28 February 2025 – with the exception of the deviations listed below – and will continue to be complied with in the future:
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Recommendation A.1 (Risks & Opportunities – Social and Environmental Factors)
The GCGC recommends that the Management Board systematically identify and assess the risks and opportunities associated with social and environmental factors for the company, as well as the ecological and social impacts of the company's business activities. In addition, corporate planning should include not only financial but also sustainability-related objectives.
The company is certified according to ISO 14001 and has thereby incorporated essential aspects of sustainability-oriented corporate management into its organizational structure. Following the comprehensive strategic realignment of the organization, the company implemented a new planning model in the 2025 fiscal year and fundamentally revised its internal control and risk management systems. Against this background, beginning in the 2026 fiscal year, the Management Board will integrate the risks and opportunities associated with social and environmental factors as well as the ecological and social impacts of its activities into the company's risk and opportunity management systems, and will incorporate sustainability-related objectives into corporate planning in accordance with the requirements of the GCGC.
Recommendation A.2 (Diversity in Leadership Positions)
The GCGC recommends that the Management Board give consideration to diversity when filling leadership positions within the company. The Management Board expressly welcomes all efforts that counteract discrimination of any kind – whether gender-related or otherwise – and that appropriately promote diversity. However, when filling leadership roles, the Management Board is guided primarily by the competencies and qualifications of the individuals available.
Recommendation A.3 (Sustainability-Related Objectives in the ICS/RMS)
The GCGC suggests that the internal control system (ICS) and the risk management system (RMS) should cover sustainability-related objectives and that, in this context, processes and systems for collecting and processing sustainability-related data be implemented.
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As part of the revision of the internal control and risk management systems in 2025, the company assessed which sustainability-related objectives should and could be incorporated into the systems. The new internal control and risk management system is currently being implemented, including the gradual integration of processes and systems for capturing and processing sustainability-relevant data.
Recommendation/Suggestion A.5 (Key Features of the Internal Control System)
The GCGC recommends that the company describe the key features of the entire internal control system and risk management system in the management report and comment on their adequacy and effectiveness.
In light of the comprehensive reorganization of the Group, both the internal control system and the risk management system were thoroughly revised in the 2025 fiscal year. Although a description of the key features of the entire internal control and risk management system will be included in the upcoming 2025 Annual Report, the Management Board and Supervisory Board have decided – given the time gap between the issuance of this declaration and the publication of the 2025 Annual Report – to record a deviation from this suggestion and recommendation of the GCGC.
Recommendation B.1 (Diversity on the Management Board)
The GCGC recommends that diversity be taken into account when appointing members of the Management Board.
When composing the Management Board, the Supervisory Board places particular emphasis on specific competencies and qualifications. Other characteristics – such as gender, nationality, or other diversity aspects – are of subordinate relevance in this decision. Accordingly, the Supervisory Board of Voltatron AG did not primarily base its appointments to the Management Board on diversity considerations. In particular, the selection of candidates during the most recent appointments was closely tied to the implementation of the company's planned strategic future concept.
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Recommendations B.5 (Age Limit for Management Board Members) and C.2 (Age Limit for Supervisory Board Members)
The GCGC includes a recommendation to set an age limit for members of the Management Board and the Supervisory Board.
The Management Board and Supervisory Board have chosen not to establish an age limit. The governing bodies believe that imposing an age limit for members of the Management Board or Supervisory Board is not in the best interest of the company and its shareholders, as there is no inherent link between the age of a board member and their ability to perform effectively.
Recommendation C.1 (Skills Profile)
The German Corporate Governance Code recommends that the Supervisory Board define specific objectives for its composition and develop a skills profile for the entire board. In doing so, attention should be paid to diversity as well as expertise in sustainability matters that are material to the company.
The Supervisory Board intends to establish a skills profile along with corresponding objectives for its composition. This objective was pursued during the 2025 fiscal year following the reconstitution of the Supervisory Board. The skills profile is expected to be finalized and published promptly in the 2026 fiscal year.
Recommendation C.14 (Publication of CVs and Overview of Activities of Supervisory Board Members)
The GCGC recommends that the curriculum vitae, relevant knowledge, skills, and professional experience, as well as the key activities performed in addition to the Supervisory Board mandate, be made available on the company's website and updated annually.
In the 2025 fiscal year, this information regarding Supervisory Board members was available in connection with the information published as part of the respective election proposals to the Annual General Meeting. No later than the planned relaunch of the company's website in mid-2026, the company will publish the
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information covered by Recommendation C.14 concerning the Supervisory Board members in a designated section of its website.
Recommendation D.1 (Publication of the Supervisory Board Rules of Procedure)
The GCGC recommends that the rules of procedure of the Supervisory Board be made available on the company's website.
In its meeting on 31 January 2025, the newly composed Supervisory Board resolved to revise its rules of procedure. The revision was completed during the 2025 fiscal year, and the new rules of procedure were adopted in early 2026. The document has since been available for download on the company's website.
Recommendation D.4 (Nomination Committee)
The GCGC recommends that the Supervisory Board establish a Nomination Committee.
The company currently refrains from establishing a Nomination Committee, as the Supervisory Board – given its small size of three members – covers the relevant responsibilities directly within the full board without relying on a separate formal committee.
Recommendation D.6 (Supervisory Board Meetings Without the Management Board)
According to the GCGC, the Supervisory Board should meet regularly without the Management Board.
For reasons of efficiency, the Management Board generally participates in the Supervisory Board meetings of the company. In the 2025 fiscal year, the Supervisory Board regularly involved the Management Board in order to obtain a reliable picture of the strategic realignment and the associated dynamic business developments. Going forward, the Supervisory Board will decide on a case-by-case basis whether and which specific agenda items will be discussed without the presence of the Management Board.
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Recommendations D.8 / D.9 / D.10 (Interaction Between the Supervisory Board and the External Auditor)
The GCGC requests that the Supervisory Board and the external auditor agree that, in the event of incidents or findings, there should be direct communication, and that the Audit Committee maintains regular contact with the external auditor.
No specific agreement has been made in this regard. However, the Chairman of the Supervisory Board and the Chairman of the Audit Committee are available at any time for such communication if situations described in the GCGC arise. The auditor may at any time contact the Supervisory Board directly.
Recommendation D.11 (Training and Continuing Education for the Supervisory Board)
According to the GCGC, the company should report in the Supervisory Board Report on any training and continuing education measures conducted.
In the fiscal year, the members of the Supervisory Board planned a training session for the full board, which, however, could not be implemented as scheduled and therefore had to be postponed. The company will continue to support the Supervisory Board in 2026 in undertaking appropriate training and continuing education to properly discharge its duties and will report on such measures in the next Supervisory Board Report.
Recommendation F.2 (Reporting Deadlines)
The GCGC requires, among other things, that the consolidated financial statements and the consolidated management report be made publicly available within 90 days after the end of the fiscal year.
Due to the small size of the company and, in particular, the limited personnel resources within the finance department and among supporting service providers, the company has deviated from this recommendation in recent years and has instead made use of the timeframe permitted by the Frankfurt Stock Exchange Rules, which allows publication "within four months after the end of each fiscal year." Nevertheless, the company aims to gradually move closer to the timeframe
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required by the GCGC. To this end, the company has already defined an earlier publication date for the 2025 consolidated financial statements compared to the previous year.
Recommendations G.6 to G.12 (Variable Remuneration Components)
The GCGC contains various recommendations regarding the design and determination of variable remuneration components.
The company has not agreed on variable remuneration components either with the former Management Board or currently – with the presently serving Management Board members – nor does it foresee doing so for the time being.
Recommendation G.13 (Severance Cap)
The GCGC recommends that payments to a Management Board member upon premature termination of their appointment should not exceed the value of two years' remuneration (severance cap) and should not compensate more than the remaining term of the employment contract. In the case of a post-contractual non-compete agreement, severance payments should be offset against the non-compete compensation.
This is not provided for in the currently valid Management Board remuneration system. No remuneration has been agreed with the Management Board members for the time being – also in light of their indirect shareholdings in the company.
The current version of the Declaration of Compliance, as well as previous versions, is available on the company's website.
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Fürth, 28 February 2026
The Management Board
The Supervisory Board
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