Knaus Tabbert : Statement 2023

CORPORATE GOVERNANCE

The Corporate Governance Statement pursuant to Sections 289f and 315d of the German Commercial Code (HGB) is an integral part of the Management Report. According to Section 317 para. 2 (6) HGB, the audit of the disclosures pursuant to Sections 289f and 315d HGB is to be limited to ascertaining whether the disclosures have been made.

Declaration of Compliance with the German Corporate Governance Code issued by the Management Board and the Supervisory Board of Knaus Tabbert AG pursuant to Section 161 of the German Stock Corporation Act (AktG)

Knaus Tabbert AG complies with all recommendations of the "Governmental Commission on the German Corporate Governance Code", as amended on 28 April 2022 and published by the Federal Ministry of Justice in the official section of the Federal Gazette ("Code"), and will continue to comply with them in the future. Since issuing its most recent Declaration of Compliance on 22 December 2022, Knaus Tabbert AG has complied with all recommendations of the Code.

Jandelsbrunn, 19 December 2023

The Management Board of Knaus Tabbert AG

Wolfgang Speck	Carolin Schürmann
Werner Vaterl	Gerd Adamietzki

On behalf of the Supervisory Board of Knaus Tabbert AG

Dr. Esther Hackl (Chairwoman of the Supervisory Board)

The Declaration of Compliance 2023 has been made permanently available to the public on the company's web- site at https://www.knaustabbert.de/en/investor-rela-tions/corporate-governance.

CORPORATE GOVERNANCE PRACTICES

For the Management Board and Supervisory Board of Knaus Tabbert AG, the recommendations of the German Corporate Governance Code (GCGC) are an integral part of their daily work, as are statutory provisions. We conduct our business operations in line with group-wide standards that surpass the requirements of the law and of the GCGC.

These also include trust, respect and integrity in our dealings with each other. Ethical behaviour and safety are our overriding goals in this regard. In order to achieve lasting and thus sustainable corporate success on this founda- tion, we strive to ensure that our activities are also in harmony with environmental and social concerns.

Compliance as the totality of group-wide measures to ensure adherence to laws and binding internal rules and regulations is an important management and monitoring task at Knaus Tabbert. We are responding to this by employing our own Compliance Officer, who is responsible for managing the compliance programme and reports directly to the Management Board.

We have set out the main principles of our corporate governance in a Code of Conduct, which provides all employees of the Group with guidance on responsible, compliant and integrity-oriented behaviour in day-to-day business, and which is binding for the entire workforce, including the members of the Management Board and Supervisory Board.

This applies to interactions with each other, as well as to dealings with customers and business partners. Based on respect for rules and law, the key principles include fairness and responsibility. In addition to general principles of behaviour, the Code of Conduct also contains regulations on integrity and a conflict-of-interest policy, and prohibits corruption in any form. Even the breach of law by a single employee can seriously harm the reputation of our company and cause Knaus Tabbert considerable damage, which can also be of a financial nature. Knaus Tabbert is aware of its responsibility towards society and ensures in particular that social and environmental factors are identified and taken into account, both in its corporate strategy and in its operational decisions.

The Code of Conduct is regularly reviewed, and adapted or expanded in line with current requirements and devel- opments. Moreover, employees are regularly informed about current issues relating to the Code of Conduct and receive training on specific topics such as product liabil- ity, antitrust law and data protection. The Code of Conduct is available on the company's website at

www.knaustabbert.de/en/investor-relations/corporate- governance.

MANAGEMENT AND CONTROL

Responsibilities are allocated between the Management Board and the Supervisory Board in accordance with the German Stock Corporation Act, the Articles of Association and the Rules of Procedure for the Management Board and Supervisory Board. The Rules of Procedure of the Supervisory Board are available on the company's website at: https://www.knaustabbert.de/en/investor-re-lations/corporate-governance.

As a governing body of the company, the Management Board is bound to the interests of the company and committed to sustainably increasing the shareholder value. The members of the Management Board are jointly responsible for the overall management of the company, and decide on fundamental issues of business policy and corporate strategy as well as on annual and multi-year planning.

The Management Board jointly steers the operational business. It comprised four members in the 2023 financial year. All members are closely involved in the compa- ny's operating activities. Notwithstanding the collective responsibility of the Management Board, each board member independently manages the business areas assigned to them under the Rules of Procedure. A detailed presentation of individual areas of responsibility and portfolios can be found on the company's website under

Company/Management at https://www.knaust- abbert.de/en/company/management.

The management of the subsidiaries and the heads of the various functional and product areas each report to a member of the Management Board.

The Management Board is responsible for preparing the quarterly reports and the half-yearly financial reports, the annual and consolidated financial statements, the combined management report for Knaus Tabbert AG and the Group, and for non-financial reporting.

Furthermore, the Management Board takes care that legal provisions, official regulations and internal company guidelines are observed, and works to ensure that these are complied with by the Group companies.

When filling management positions in the company, the Management Board pays attention to diversity and strives in particular to ensure an adequate representation of women, and to promote internationality.

The Management Board and Supervisory Board cooperate closely in the interests of the company. The Supervisory Board advises, monitors and controls the Management Board, which provides regular, timely and comprehensive reports to the Supervisory Board on all key issues relating to the development of business, the corporate strategy and potential risks. The Supervisory Board discusses business development and planning as well as the corporate strategy and its implementation at regular intervals. In addition, the Supervisory Board regularly deals with the topics of risk management and compli- ance. The Chairwoman of the Supervisory Board is in regular contact with the Management Board between meet- ings, in particular with the Chairman of the Management Board, and consults with him on issues relating to the company's strategy, business development, risk situa- tion, risk management and compliance.

The Supervisory Board reviews the annual and consolidated financial statements, the combined management report of Knaus Tabbert AG and the Group, non-financial reporting and the proposal for the allocation of distributable profits. Furthermore, the Supervisory Board approves the annual financial statements of Knaus Tabbert AG, which are thus adopted, and approves the consolidated financial statements, taking into account the results of the preliminary audit performed by the Audit Committee as well as the auditor's reports. The Supervisory Board decides on the proposal of the Management Board for the allocation of distributable profits and on the report submitted by the Supervisory Board to the Share- holders' Meeting.

Furthermore, the Supervisory Board and the Audit Committee monitor the company's compliance with legal re- quirements, official regulations and internal guidelines, and assess the adequacy and effectiveness of the internal control and risk management systems, including the consideration of sustainability-related targets, and internal auditing.

In addition, the Supervisory Board is responsible for ap- pointing the members of the Management Board and determining their areas of responsibility. Important decisions of the Management Board such as large acquisi- tions, divestments and financial measures are subject to the approval of the Supervisory Board if they are not already included in the approved financing and implementation plan (budget). The Supervisory Board regulates the work of the Management Board in the Rules of Procedure for the Management Board.

The composition of the Supervisory Board of Knaus Tab- bert AG is prescribed by law and regulated in detail in the Articles of Association. The Supervisory Board consists

of twelve members, of which six are elected by the Share- holders' Meeting in accordance with the provisions of the German Stock Corporation Act, and six by the company's employees in accordance with the provisions of the German Co-Determination Act (Mitbestimmungsgesetz).

The shareholders of Knaus Tabbert AG exercise their control and co-determination rights at shareholders' meetings, which are chaired by the Chairwoman of the Supervisory Board. The Shareholders' Meeting decides on all tasks assigned to it by law (including on the allocation of profits, approval of the actions of the Management Board and Supervisory Board, election of Supervisory Board members, capital measures and amendments to the Articles of Association). Shareholders may exercise their voting rights at shareholders' meetings either in per- son, through an authorized representative, or by a proxy appointed by Knaus Tabbert AG.

MODE OF OPERATION OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD AND COMPOSITION AND MODE OF OPERATION OF THEIR COMMITTEES

The Supervisory Board is tasked with advising and monitoring the Management Board in its running of Knaus Tabbert AG. It has established rules of procedure for it- self. The Supervisory Board appoints the members of the Management Board in accordance with statutory provisions and the Articles of Association. Monitoring and advising of the Management Board also includes sustainability issues. The Supervisory Board issues rules of procedure for the Management Board, which contain a catalogue of transactions requiring approval, as well as a business responsibility plan.

The Supervisory Board holds at least two meetings per calendar half-year. As a rule, at least five plenary meetings are held per calendar year. The key issues discussed at the meetings in the past financial year are summarized in the Report of the Supervisory Board, which forms part of this Annual Report. Unless otherwise decided by the Chairwoman of the Supervisory Board, the members of the Management Board attend the meetings of the Supervisory Board, provide written and oral reports on the individual agenda items and draft resolutions, and respond to questions from the members of the Supervisory Board.

As a rule, the meetings of the Supervisory Board are convened by the Chairwoman with at least fourteen days' prior notice. The Chairwoman of the Supervisory Board reports to the shareholders on the activities of the Supervisory Board and its committees at the shareholders' meetings. The Management Board regularly updates the

Chairwoman of the Supervisory Board on current devel- opments.

The Supervisory Board has established four committees for the efficient performance of its duties: the Presiding Committee, Nomination Committee, Audit Committee and Mediation Committee.

The Presiding Committee consists of the Chairwoman, the Deputy Chairman, a shareholder representative and an employee representative. The Chairwoman of the Supervisory Board also serves as Chairwoman of the Presiding Committee. At the initiative of its Chairwoman, the Presiding Committee discusses important issues and prepares resolutions of the Supervisory Board. Under special circumstances or in urgent cases, the Presiding Committee may approve transactions requiring the consent of the Supervisory Board. The Presiding Committee also advises the Management Board on matters of corporate planning, and prepares the personnel decisions of the Supervisory Board.

The members of the Presiding Committee are Dr. Esther Hackl (Chairwoman), Anton Autengruber (Deputy Chair- man), Willem Paulus de Pundert and Ferdinand Sommer.

The Nomination Committee is composed exclusively of shareholder representatives and consists of the Chairwoman of the Supervisory Board and two further shareholder representatives of the Supervisory Board. It proposes suitable candidates for election to the Supervisory Board at the shareholders' meeting. The Chairwoman of the Supervisory Board is also Chairwoman of the Nomination Committee.

The members of the Nomination Committee are Dr. Es- ther Hackl (Chairwoman), Klaas Mertens and Willem Paulus de Pundert.

Furthermore, an Audit Committee was established. The Audit Committee consists of six members, namely four shareholder representatives and two employee representatives of the Supervisory Board. The Audit Committee convenes as required with the attendance of the auditor or of Management Board members. The Management Board does not attend meetings in which the auditor is called in as an expert, unless the Audit Committee deems its attendance necessary. The Audit Committee is responsible for auditing the accounts, monitoring the financial reporting process and assessing the appropriateness and effectiveness of the internal control system and risk management system, including the consideration of sustainability-related targets in internal auditing and compliance. It is also tasked with verifying the requisite independence of the auditors, issuing audit assignments

to the auditors, defining the focal points of the audit, evaluating the quality of the audit and reaching an agreement on the auditor's remuneration. Moreover, the Audit Committee maintains close communication with the auditor with whom it discusses in particular the assessment of the audit risk, the audit strategy and audit planning as well as the audit results. The Chairwoman of the Audit Committee regularly exchanges information with the auditor on the progress of the audit and reports to the Audit Committee on this. The Audit Committee regularly consults with the auditor, also in the absence of the Management Board.

The members of the Audit Committee are Jana Donath (Chairwoman), Dr. Esther Hackl (Deputy Chairwoman), Anton Autengruber, Klaas Mertens, Willem Paulus de Pundert and Ferdinand Sommer.

In accordance with the provisions of the German Co-Determination Act, the Supervisory Board of Knaus Tabbert AG has also established a Mediation Committee consisting of the Chairwoman and Deputy Chairman of the Supervisory Board, one employee representative and one shareholder representative of the Supervisory Board.

The members of the Mediation Committee are Dr. Esther Hackl (Chairwoman), Anton Autengruber (Deputy Chair- man), Willem Paulus de Pundert and Robert Scherer.

The Supervisory Board assesses the effectiveness of its work and the work of its committees at least once a year. In 2023, this was performed by means of a structured questionnaire, the results of which were discussed in detail by the members of the Supervisory Board.

Further information on the Supervisory Board and its members can be found on the company's website at https://www.knaustabbert.de/en/company/supervisory- board.

There, you can also find the Rules of Procedure of the Su- pervisory Board at https://www.knaustabbert.de/en/in- vestor-relations/corporate-governance.

A description of the main features of the internal control system and risk management system as well as a statement on the appropriateness and effectiveness of these systems can be found in the Management Report in the section "Opportunities and risk report".

SUCCESSION PLANNING AND DIVERSITY

A key component of good corporate governance is to ensure that the composition of the Management Board and

Supervisory Board meets the specific needs of the com- pany.

Key criteria in this regard are the professional and personal qualifications of the members of the Management Board and Supervisory Board as well as a diverse composition of both corporate bodies, including an appropriate participation in accordance with legal requirements and the independence of the Supervisory Board.

With a view to ensuring diversity on the Management Board, the Supervisory Board strives to give due consideration to various professional and international back- grounds. In addition to a diverse board composition, Management Board members are selected on the basis of their expertise, professional qualifications and person- ality. Management Board members should bring a broad range of professional experience and expertise to the ta- ble. In this respect, the concept of diversity acts as an additional guideline for the selection of suitable candidates to the Management Board.

In August 2020, the Supervisory Board decided on a target share of women on the Management Board of 0 %.

The target set by the Supervisory Board was not applicable in the 2023 financial year as the mandatory quota pursuant to Section 76 para. 3a AktG, according to which at least one woman and at least one man must be appointed to the Management Board, applied throughout the year. This statutory requirement was fully met in the 2023 financial year.

For members of the Management Board, an age limit of 67 applies.

The law stipulates that the Supervisory Board of Knaus Tabbert AG must be composed of at least 30 % women and at least 30 % men. These quotas are to be fulfilled separately by both the shareholder representatives and the employee representatives as overall fulfilment was objected to (separate fulfilment). It cannot be ruled out that overall fulfilment will become the decisive criterion in the future.

In the 2023 financial year, the Supervisory Board consisted of two female shareholder representatives and two female employee representatives. This results in a current women's quota of 33.3 % for the entire Supervisory Board..

The Supervisory Board has also decided on a competence profile for its composition, according to which the Supervisory Board as a whole should have the competences deemed essential with respect to the activities of

the Knaus Tabbert Group. These include, in particular, in- depth experience and expertise

• in the management of a large or medium-sized, in- ternationally active corporation;
• in industrial business and value creation along di- verse value chains;
• in the field of research and development, in particular in the technologies of relevance to the company as well as in adjacent or related areas;
• in the areas of production, marketing, sales and digi- talisation;
• in the main markets in which Knaus Tabbert oper- ates;
• in accounting and financial reporting;
• in controlling/risk management;
• in the field of governance/compliance; with regard to sustainability issues.

Moreover, according to the requirements of Section 100 para. 5 AktG, at least one member of the Supervisory Board must have expertise in the fields of accounting, and at least one other member in the field of auditing, which must be taken into due consideration when appointing new board members. All Supervisory Board members must be familiar with the industry in which the company operates. Within the meaning of Section 100 para. 5 AktG, the Chairwoman of the Audit Committee, Jana Donath, has expertise in the field of auditing, while Wim Paulus de Pundert has expertise in the field of ac- counting.

More than half of the shareholder representatives must be independent of the company and the Management Board within the meaning of the GCGC. At least two shareholder representatives must be independent of controlling shareholders within the meaning of the GCGC (this criterion is met by Dr. Esther Hackl, Jana Donath and Manfred Pretscher). The chair of the Supervisory Board, the chair of the Audit Committee and the chair of the committee dealing with the remuneration of the Management Board must be independent of the company and the Management Board. Moreover, the chair of the Audit Committee must be independent of controlling share- holders. Members of the Supervisory Board shall neither exercise any executive or advisory functions for, nor have any personal ties to, significant competitors, customers, suppliers or lenders of the company, or other third par- ties. The Supervisory Board shall not include more than two former members of the Management Board.

As a rule, members of the Supervisory Board should not be older than 72. Deviations from this rule are permitted in exceptional and substantiated cases. Membership of the Supervisory Board should in principle not exceed twelve years.

The Supervisory Board decided on the competence profile prior to the initial public offering of the company, and considers it to be fully implemented at present.

QUALIFICATION MATRIX

Dr. Esther Hackl

Anton Aut- engruber

René Ado Oscar Bours

Willem Paulus de Pundert

Jana Donath

Stephan Kern

Klaas Meertens

Daniela Fischer

Manfred Pretscher

Linda Schätzl

Robert Scherer

Ferdinand Sommer

Member since:

2020

2020

2020

2020

2020

2020

2020

2020

2020

2022

2020

2020

Appointed until:

2025

2025

2025

2025

2025

2025

2025

2025

2025

2025

2025

2025

Personal eligibility:

independence according to the Ger-

x

x

x

x

x

x

x

x

man Corporate Governance Code

no overboarding (<5)

x

x

x

x

x

x

x

x

x

x

x

x

Professional qualifications:

management of a large international

x

x

x

x

corporation

in value creation in the caravanning

x

x

x

x

x

x

x

x

x

x

x

x

industry along different value chains

in the field of research and develop-

x

x

x

ment, especially in the area of tech-

nologies relevant to the company as

well as adjacent or related areas

in the areas of production, market-

x

x

x

x

x

x

x

ing, sales and digitalization

in the main markets in which Knaus

x

x

x

x

x

x

x

x

x

x

x

x

Tabbert operates

in accounting and financial

x

x

x

x

x

x

x

x

reporting

with regard to listed companies

x

x

x

x

x

x

in controlling/risk management

x

x

x

x

x

x

in the area of governance/

x

x

x

x

x

x

x

x

compliance

ESG

x

x

x

TARGETS FOR FILLING MANAGEMENT POSITIONS

When filling management positions in the company, the Management Board pays attention to diversity and strives for an adequate representation of genders. In setting these targets, Knaus Tabbert AG as a technology-oriented company has to take into account industry-specific circumstances as well as the current quota of women in the workforce.

In September 2020, the Management Board therefore set a target of 33 % for the proportion of women in the first management level of Knaus Tabbert AG below the Management Board, and 22 % for the proportion of women in the second management level below the Management Board. The resolution is valid for a period of five years.

These targets were met in the 2023 financial year. How- ever, the Management Board reserves the right to set a higher percentage of women in the first two management levels below the Management Board in the future, provided this can be implemented with due consideration for industry-specific circumstances.

Corporate Governance

REMUNERATION REPORT AND REMU-

NERATION SYSTEM

The Remuneration Report for the 2023 financial year pursuant to Section 162 para. 1 AktG, the auditor's report on the audit of the Remuneration Report for the 2023 financial year pursuant to Section 162 para. 3 (3) AktG, the applicable remuneration system approved by the Share- holders' Meeting on 23 June 2021 pursuant to Section 87a para. 1 and para. 2 (1) AktG, and the remuneration resolution adopted by the Shareholders' Meeting on 23 June 2021 pursuant to Section 113 para. 3 AktG are available to the public at https://www.knaustabbert.de/en/in- vestor-relations.

TRANSPARENT CORPORATE COMMUNI-

CATION

Open and transparent corporate communication is an essential component of good corporate governance. In addition to clear and intelligible content, this also calls for equal access to information of the company for all target groups.

Knaus Tabbert AG provides shareholders, financial ana- lysts, the media and the interested public with equal access to up-to-date information on the development of the company and significant events. All mandatory publications as well as further detailed and supplementary information are published on the company's website in a timely manner. Corporate publications such as ad hoc announcements, media releases, interim and annual reports are simultaneously made available to analysts and investors in German and English.

The planned dates of important recurring events such as the publication dates of the annual report and the interim reports as well as the dates of shareholders' meetings are listed in a financial calendar. This is published at the beginning of each financial year and made available on the Knaus Tabbert website. The publication dates are aligned with the requirements of the regulations of the Frankfurt Stock Exchange for securities in the Prime Standard segment.

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