Declaration of Compliance

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 7 February 2017, with the following deviations:

  1. At present the policy excess borne by members of the Supervisory Board for D&O liability insurance of €2,500 is lower than is recommended in provision 3.8 of the Code. This fiscal year the Supervisory Board will discuss again whether to adjust the excess to the amount recommended by the Code.
  2. In the interests of the Company there is no limit for the length of membership to the Supervisory Board (provision 5.4.1) as a rigid regulation neglects the members’ individual knowledge and professional qualifications.

Since issuing the last declaration of compliance in February 2017, Koenig & Bauer AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code, as amended on 5 May 2015, 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). The severance pay cap was not limited to two years remuneration (provision 4.2.3). There was no limit for the length of membership to the Supervisory Board (provision 5.4.1).

Würzburg, 9 February 2018

Koenig & Bauer AG

For the Supervisory Board: Dr Martin Hoyos, Chairman

For the Management Board: Claus Bolza-Schünemann, President and CEO  

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