Declaration of Compliance with the German Corporate Governance Code
Pursuant to section 161 of German Stock Corporation Law, the Supervisory and Management Boards of Koenig & Bauer AG herewith declare their compliance with the principles of the German Corporate Governance Code, as amended on 16 December 2019, with the following deviations:
The current Management Board contracts, which run until the end of 2020 and 2023/2024 respectively, are generally based on the Management Board remuneration system approved by the annual general meeting on 9 May 2018 with 99.2% of the votes. In this currently applicable Management Board remuneration system, the new Code recommendations under section G. I. Remuneration of the Management Board and especially under G.1 (remuneration system with determination of a maximum remuneration), G.3 (external relative comparison with a peer group to be disclosed), G.4 (internal relative comparison with senior management and workforce), G.7 (orientation of performance criteria for all variable remuneration components not only on operational but also on strategic objectives), G.10 (predominantly share-based granting of variable remuneration amounts) and G.11 (malus and clawback rules for variable remuneration in the event of extraordinary developments) are not or not fully complied with. Before new Management Board contracts are concluded or renewed, an adjustment to the Management Board remuneration system in line with the Code shall be discussed and resolved by the Supervisory Board.
Since issuing the last declaration of compliance in February 2020, Koenig & Bauer AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code, as amended on 7 February 2017, with the following exceptions:
The policy excess borne by members of the Supervisory Board for D&O liability insurance is lower than one-and-a-half times the fixed annual remuneration (provision 3.8). There was no limit for the length of membership to the Supervisory Board (provision 5.4.1).
Würzburg, 20 March 2020
Koenig & Bauer AG
For the Supervisory Board: Professor Raimund Klinkner, Chairman
For the Management Board: Claus Bolza-Schünemann, President and CEO