Declaration of Compliance

Declaration of Compliance 2026 

with the Deutscher Corporate Governance Kodex (GCGC) pursuant to § 161 Aktiengesetz (Stock Corporation Act)

The following statement refers to the recommendations of the Deutscher Corporate Governance Kodex ("Code") in its version dated April 28, 2022, which was published in the Federal Gazette on June 27, 2022.

The Executive Board and Supervisory Board of LUDWIG BECK am Rathauseck – Textilhaus Feldmeier Aktiengesellschaft declare in accordance with § 161 Aktiengesetz (Stock Corporation Act) that the recommendations of the Commission, Regierungskommission Deutscher Corporate Governance Kode, published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette have been complied with and are being complied with in future, with the following exceptions:

1. The description of the main characteristics of the entire internal control system and risk management system in the company's management report and the presentation of the appropriateness and effectiveness of these systems have been omitted. Recommendation A.5 of the Code is therefore not complied with. Based on a cost-benefit analysis, the Executive Board and Supervisory Board have come to the conclusion that it would not be reasonable or proportionate for a company of the size of LUDWIG BECK am Rathauseck – Textilhaus Feldmeier Aktiengesellschaft to comply with recommendation A.5.

2. The Supervisory Board has not formed a Nomination Committee (recommendation D.4 of the Code). The Supervisory Board is of the opinion that the preparation of election proposals for Supervisory Board members to the Annual General Meeting should take place in the plenum, which has a manageable number of six members.

3. The current system for the remuneration of members of the Executive Board in accordance with § 87a Aktiengesetz (Stock Corporation Act), which was adopted by the Supervisory Board on March 24, 2021, and confirmed unchanged by a resolution of the Supervisory Board on March 27, 2025, and which was most recently approved by the company's Annual General Meeting by resolution on May 22, 2025, and accordingly also the current employment contracts with the members of the Executive Board, do not fully comply with the recommendations of the Code. Recommendation G.3 sentence 1 of the Code, according to which the Supervisory Board should use an appropriate peer group of other third-party entities, the composition of which it discloses, to assess the customary nature of the specific total remuneration of the members of the Executive Board in comparison with other enterprises, is not complied with. The remuneration system for members of the Executive Board adopted by the Supervisory Board does not provide for such a peer group comparison. This is because there are not enough listed companies based in Germany that are comparable to LUDWIG BECK in terms of size and industry. In the opinion of the Supervisory Board, the determination and disclosure of a representative peer group is therefore not currently under consideration. Nevertheless, the Supervisory Board ensures by comparison with non-listed companies in the fashion industry in the broader sense that the Executive Board's remuneration is appropriate and customary.

4. According to recommendations G.10 sentences 1 and 2 of the Code, the variable remuneration amounts of Executive board members should be invested predominantly in company shares or granted as share-based remuneration. The Executive board member should only be able to dispose of the long-term variable remuneration components after four years. The remuneration system and, accordingly, the current employment contracts with the members of the Executive Board deviate from these recommendations. The Supervisory Board does not consider the share price to be the decisive indicator of a remuneration system geared towards promoting the business strategy and long-term development of the company. Instead, the Supervisory Board considers the financial and non-financial performance criteria specified in the remuneration system for calculating variable remuneration and the payment of all variable remuneration components in cash to be more appropriate for ensuring a clear and transparent remuneration structure. In addition, long-term variable remuneration (long-term incentive) is not paid out every four years, but on a three-year cycle in order to ensure continuous motivation and commitment to the company's goals.

5. Recommendation G.2 of the Code, according to which a specific total remuneration target should be set for each member of the Executive Board, is not complied with in all employment contracts with members of the Executive Board. As the objectives and underlying performance criteria for the granting of variable remuneration components are the same for all members of the Executive Board, the Supervisory Board does not consider it necessary to specify a specific target total remuneration for each member of the Executive Board in their employment contract.

6. In deviation from recommendation G.7, sentence 1 of the Code, the Supervisory Board does not establish performance criteria for all variable remuneration components for each member of the Executive Board for the forthcoming financial year. This is because, as far as the special bonus (short-term incentive) for rewarding special performance is concerned, it should not be determined in advance for which special financial and non-financial performance a special bonus will be granted at the Supervisory Board’s discretion. This would unnecessarily restrict the Executive Board's freedom of action and decision-making in achieving special performance for the company.

7. As no specific performance criteria are set for the awarding of special bonuses (short-term incentives) to reward special performance, the Supervisory Board, in deviation from recommendation G.9 sentence 1 of the Code, does not determine the amount of individual variable remuneration to be granted depending on target achievement. As explained above in section 6, it should not be determined in advance for which special performance a special bonus will be granted at the Supervisory Board’s discretion, as this could otherwise restrict the Executive Board's freedom of action and decision-making in achieving special performance for the company.

8. For the reasons stated in sections 1 to 7 above, deviations from the recommendations of the Code mentioned therein are also to be made in future.

Munich, March 10, 2026

The Executive Board:
Christian Greiner
Jens Schott

The Supervisory Board:
Dr. Bruno Sälzer
Sandra Pabst
Clarissa Käfer
Sebastian Hejnal
Martin Paustian
Michael Eckhoff