How the Executive Board and
Supervisory Board operate

The Supervisory Board is responsible for appointing the members of the Executive Board and performs an ongoing advisory and supervisory role with regard to corporate governance. R. STAHL AG's Supervisory Board is formed in accordance with Germany's One-Third Participation Act (DrittelbG) and consists of nine members: Three members are employee representatives, and the other six are shareholder representatives

No age limit is set for nominations for the election of Supervisory Board members either, as already stated in the declaration of compliance by the Executive Board and the Supervisory Board regarding Code Recommendation C.2 of the German Corporate Governance Code 2022. Candidates are selected solely on the basis of the personal and professional knowledge, skills and experience required for the performance of their responsibilities. Furthermore, the Supervisory Board does not consider it appropriate to define a regular limit of length of membership in the Supervisory Board, as it will take care of a generational change in time, as already shown in the past.

When nominating suitable candidates, the Supervisory Board submits proposals to the Annual General Meeting for the election of Supervisory Board members. As already stated in the declaration of conformity regarding Code Recommendation D.4 of the German Corporate Governance Code 2022, R. STAHL does not have a nomination committee, as the Supervisory Board considers that the size of the Supervisory Board (six members representing the shareholders) does not require a separate committee to propose candidates for the Supervisory Board. The shareholder representatives on the Administrative Committee recommend suitable candidates for these nominations to the full Supervisory Board. In doing so, account is taken of the requirements of the law, the German Corporate Governance Code, the Supervisory Board’s rules of procedure, and the specific objectives set by the Supervisory Board regarding its composition, including the competence profile for the full body and the qualifications matrix. In the event of an upcoming vacancy, the Supervisory Board will, against this background, assess in which of the areas of expertise set out in the competence profile and in the objectives defined by the Supervisory Board for its composition the board should be specifically strengthened, and which potential candidates – based on the competence profile and qualification matrix introduced in December 2025 – are eligible and should be submitted to the Supervisory Board for a decision on the nominations to be put forward to the Annual General Meeting.

Three of the six members of the capital side are from the founding families. In the opinion of the Supervisory Board, more than half of these members should be independent within the meaning of the recommendations under Chapter C. of the German Corporate Governance Code 2022 as amended on 28 April 2022, i.e. at least four members. Corresponding to the recommendations in C. 6 and C. 7 (independence from the company and the Management Board), the indicators listed in C. 7 and the recommendations in C. 9 as well as the explanatory memorandum of the Code on C. 6 (independence from a controlling shareholder), all shareholder representatives are currently independent in the opinion of the Supervisory Board. In the 2025 financial year, Peter Leischner is Chairman of the Supervisory Board. On 6 February 2026, Prof. Dr Peter Hofmann was elected Chairman and Dennis Stahl was elected Deputy Chairman of the Supervisory Board. Although Peter Leischner, who is serving as Chairman of the Supervisory Board in the 2025 reporting year, has been a member of the board for more than 12 years, this means that one of the indicators set out in the GCGC 2022 is met, suggesting a lack of independence from the Executive Board and the company. Nevertheless, the Supervisory Board considers Peter Leischner to be independent and justifies this as follows in accordance with recommendation C.8 of the GCGC 2022: Peter Leischner's shareholding in the company is relatively small, he has never been an employee or member of the Executive Board and has no significant business relationship with R. STAHL AG. Above all, however, in the opinion of the other shareholder representatives, Peter Leischner's contributions and the positions he has expressed in the course of his entire Supervisory Board activities demonstrate his independent position towards the company. R. STAHL's international customer orientation is also reflected in the Supervisory Board, which includes several members with experience abroad. The proportion of women is 22.22 %.

There are no conflicts of interest among the current members of the Supervisory Board; in the case of new candidates, careful checks are carried out in advance to establish whether there are any conflicts of interest. As at 31 December 2025, members of the Supervisory Board hold 3.85% of the voting capital. Regarding the remuneration of the Supervisory Board, reference is made to the system of remuneration of the Supervisory Board approved by the 29th Annual General Meeting on 13 July 2022 with a majority of 82.98 % (available here). The actual remuneration is broken down and presented individually in the remuneration report.

The Supervisory Board of R. STAHL AG has the task of appointing the Executive Board of the company, supervising it in the management of the business and assisting it in an advisory capacity.

The Supervisory Board is directly involved in decisions of fundamental and strategic importance to the company. This involvement is achieved, in particular, by setting out specific conditions for approval in the list of transactions requiring approval (supplementing Article 7(1) of the Articles of Association). The work of the Supervisory Board is governed by a set of rules of procedure.

The Supervisory Board meets at least five times a year to discuss the issues under discussion and to pass the necessary resolutions, usually on the basis of reports submitted by the Executive Board and documents received in advance to prepare for the meeting. If necessary, the Supervisory Board convenes for additional or extraordinary meetings. In 2025, the Board met for five ordinary meetings and one extraordinary meeting. The possibility of adopting resolutions by written circular is used relatively rarely and only in cases that are particularly urgent. Minutes of the meetings are prepared and distributed to all members of the Supervisory Board as well as to the Executive Board of the company (only insofar as it participated). Resolutions passed by circular letter are documented in the form of minutes of the adoption of the resolutions. In addition, there are information meetings without a formal session character, if required.

In addition to the constant discussion of strategic issues, the Supervisory Board decides on the adoption of the annual financial statements and examines the planning for the next three years submitted to it by the Executive Board. Furthermore, the Supervisory Board deals with the analysis of the operational development of the R. STAHL Group as well as with questions of risk management and compliance.

In personal meetings as well as through verbal or written statements, the Executive Board regularly informs the Chairman of the Supervisory Board about the development of the company and discusses current issues with him. Where necessary, the Chairman of the Supervisory Board reports on the topics discussed between the Executive Board and him at the meetings of the Board.

Each year, the Chairman of the Supervisory Board describes the activities of the Supervisory Board and its committees in his report to the shareholders, which is printed in the Annual Report. It is also available at the Annual General Meeting and will be read out on request.

In the 2025 reporting year, the Supervisory Board again followed the recommendations of the GCGC 2022 and complied with them to the extent that seems appropriate for a company of the size of R. STAHL AG in terms of good corporate governance. The updated Declaration of Conformity issued in December 2025 is available to shareholders on R. STAHL AG's website and in the Annual Report.

The Supervisory Board conducts an annual self-assessment (formerly "efficiency review") with the help of a continuously developed questionnaire. The questionnaire covers all areas of the Board's work, such as the supply of information, the culture of discussion and the cooperation among each other. The evaluation is anonymous. The results are submitted to the Chairman of the Supervisory Board who presents them in detail to the entire Board for discussion at the following meeting. Joint findings are implemented (information in accordance with D.12 GCGC 2022).

The Supervisory Board has formed three committees: the Audit Committee, the Administrative Committee and the Strategy Committee.

In the 2025 financial year, the Audit Committee consists of the Chair, Dr Renate Neumann-Schäfer, her deputy, Peter Leischner, as well as Andreas Müller and Nikolaus Simeonidis. On 6 February 2026, the Audit Committee was re-elected and now consists of the following members: Dr Renate Neumann-Schäfer, Andreas Müller, Nikolaus Simeonidis and Dennis Stahl. The chair is held by Dr Renate Neumann-Schäfer; the vice-chair is Andreas Müller. Dr Renate Neumann-Schäfer is independent and possesses specialist knowledge and experience in the application of accounting standards and internal control and risk management systems, including sustainability reporting and its audit. Peter Leischner has particular expertise in risk management and treasury, coupled with experience in auditing financial statements, sustainability reporting and its audit. Andreas Müller has special knowledge in controlling and auditing financial statements, including sustainability reporting and its audit. Nikolaus Simeonidis has special expertise in sustainability reporting, including its audits, and has experience in auditing financial statements (disclosures in accordance with D. 2. and D. 3 GCGC 2022).

In accordance with the rules of procedure, the Audit Committee prepares the Supervisory Board’s decision on the adoption of the annual financial statements and the approval of the consolidated financial statements. It discusses the audit reports with the auditor and oversees the financial reporting process, risk management and compliance, as well as ensuring the auditor’s required independence; it determines the key audit areas, prepares the Supervisory Board’s proposal to the Annual General Meeting regarding the appointment of the auditor by making an appropriate recommendation, and independently conducts the tender process for the audit engagement. It issues the audit mandate and agrees the fees with the auditor, regularly assesses the quality of the audit, and discusses half-yearly and any quarterly reports with the Executive Board prior to their publication. The Audit Committee also decides on the approval of transactions with related parties in accordance with section 111b(1) of the German Stock Corporation Act (AktG).

The meetings of the Audit Committee are chaired by the Chairwoman. In the event of a tie vote, the Chairwoman has an additional vote. The Audit Committee held three meetings in 2025.

The Administrative Committee comprises Peter Leischner, who served as Chairman of the Supervisory Board during the 2025 financial year, his deputy Prof. Dr Peter Hofmann, Klaus Erker and Harald Rönn. On 6 February 2026, the Administrative Committee was re-elected and now comprises the following members: Prof. Dr Peter Hofmann, Klaus Erker, Harald Rönn and Dennis Stahl. The chair is held by Prof. Dr Peter Hofmann; the vice-chair is Dennis Stahl. In accordance with the Rules of Procedure, the Administrative Committee makes recommendations to the full Supervisory Board on the appointment, reappointment and dismissal of members of the Executive Board and the CEO, taking into account diversity. Furthermore, the committee prepares decisions of the Supervisory Board on the remuneration system for the Executive Board and submits corresponding resolution proposals also for an appropriate total remuneration of the individual Executive Board members. The committee negotiates and decides on the service contract and other contractual matters of the Executive Board, taking into account the decisions of the full Supervisory Board, and concludes contracts with the Executive Board members on behalf of the Supervisory Board. At least once a year, the committee discusses long-term succession planning together with the Executive Board and submits a proposal to the Supervisory Board for the relevant wording in the corporate governance statement. Finally, the Administrative Committee shall decide on the deferral of the disclosure of inside information in accordance with Article 17(4) of the Regulation on Rules of Procedure AR_13.05.2024 - 9 - (EU) No 596/2014 (Market Abuse Regulation), provided that the underlying matter falls within the remit of the Supervisory Board or the inside information is not known to the Executive Board. The meetings of the Administrative Committee are chaired by the Chairman of the Supervisory Board. In the event of a tie in a vote, the Chair of the Supervisory Board shall have a casting vote. The Administrative Committee held three meetings in 2025 and also met several times outside of meetings or discussed matters by telephone in the course of dealing with Executive Board matters.

In the 2025 financial year, the Strategy Committee comprises the Chair, Prof. Dr Peter Hofmann, his Deputy, Peter Leischner, as well as Klaus Erker, Harald Rönn and Dennis Stahl. On 6 February 2026, the Strategy Committee was re-elected and now comprises the following members: Dennis Stahl, Klaus Erker, Prof. Dr Peter Hofmann and Harald Rönn. Dennis Stahl is the chair, and Harald Rönn is the vice-chair. In accordance with the rules of procedure, it deals with the issues and measures delegated to it by the Supervisory Board regarding the strategic and fundamental positioning of the company and their implementation. The Strategy Committee met twice in 2025.