Corporate Governance

Declaration of Conformity

by the Executive Board and the Supervisory Board of Müller - Die lila Logistik SE (Societas Europaea (SE))

regarding the recommendations of
the “Government Commission on the German Corporate Governance Code” pursuant to Section 161 of the German Stock Corporation Act (AktG)

 

The Executive Board and the Board of Directors of Müller – Die lila Logistik SE, headquartered in Besigheim, are committed to the recommendations of the “German Corporate Governance Code” in the version dated April 28, 2022, and declare that the recommendations of the Code have been and will continue to be complied with in principle.

The following recommendations are not applied: A.2, A.3, A.5, B.1, B.2, C.1, C.6, C.7, C.10, D.4, D.6, D.9, F.2, F.3, G.3, G.6, G.10.

 

 

Besigheim, May 2025

On behalf of the Executive Board Michael Müller Chairman of the Board of Directors and CEO

On behalf of the Board of Directors Christoph Schubert Vice Chairman of the Board of Directors

 

The individual deviations are based on the following considerations:

 

Recommendation A.2 of the 2022 German Corporate Governance Code: Consideration of Diversity Among Executives

In accordance with the recommendations of the German Corporate Governance Code, the Executive Board should ensure diversity when filling executive positions.

 

Müller - Die lila Logistik SE makes decisions regarding the filling of management positions solely based on the qualifications of the applicants and the company’s interests.

 

Recommendation A.3 of the 2022 German Corporate Governance Code (DCGK): Integration of sustainability-related goals into the internal control and risk management system

According to the recommendations of the German Corporate Governance Code, the internal control system and the risk management system should incorporate sustainability-related goals, including the processes and systems for collecting and processing sustainability-related data.

 

For Müller - Die lila Logistik SE, sustainability is a key priority. As already outlined in the 2024 Sustainability Report, these objectives are increasingly being integrated into the internal control system and the risk management system. Until the recommendation is fully implemented, the deviation will be explained accordingly.

 

Recommendation A.5 of the 2022 German Corporate Governance Code (DCGK): Disclosures on the internal control system and risk management system in the Management Report

According to the recommendations of the German Corporate Governance Code, the Management Report should describe the key features of the overall internal control system and the risk management system. In addition, the report should comment on the adequacy and effectiveness of the systems.

 

A deviation from Recommendation A.5 of the Code is explained. In accordance with legal requirements, the Management Report addresses the description of the key features of the internal control and risk management systems as they relate to the financial reporting process. Recommendation A.5 additionally requires a statement regarding the adequacy and effectiveness of these systems. The Board of Directors is of the view that the existing description of the internal control and risk management systems in the Management Report ensures sufficient transparency and provides the informed investor with adequate information.

 

Recommendation B.1 of the German Corporate Governance Code 2022: Diversity in the Composition of the Executive Board

In accordance with the recommendations of the German Corporate Governance Code, the Supervisory Board should ensure diversity in the composition of the Executive Board.

 

Müller - Die lila Logistik SE decides on the appointment of board and executive positions based on the qualifications of the candidates and the company’s interests. In this regard as well, the Board of Directors generally considers it appropriate to base the selection of members of the Executive Board exclusively on their personal qualities and expertise. 

 

Recommendation B.2, last half-sentence, DCGK 2022: Long-term succession planning and description of the procedure

In accordance with the recommendations of the German Corporate Governance Code, the Supervisory Board, together with the Executive Board, should ensure long-term succession planning; the procedure should be described in the Corporate Governance Statement.

 

The Board of Directors of Müller - Die lila Logistik SE, together with the Executive Board, ensures long-term succession planning, including through the conversion to an SE. To ensure the effectiveness of the process and the reliable confidentiality necessary in the company’s interest, no detailed report on this matter will be provided.

 

Recommendation B.3 of the 2022 German Corporate Governance Code (DCGK): Term of the Initial Appointment of Executive Board Members

According to the recommendations of the German Corporate Governance Code, the initial appointment of Executive Board members should be for a maximum of three years.

 

From the perspective of the Board of Directors of Müller - Die lila Logistik SE, a longer term of appointment is particularly appropriate if the member of the Executive Board has many years of management experience within the corporate group and can thereby ensure reliable and continuous leadership.

 

Recommendation C.1 DCGK 2022: General Requirements for the Supervisory Board

According to the recommendations of the German Corporate Governance Code, the Supervisory Board should set specific goals for its composition and develop a competency profile for the board as a whole. In doing so, the Supervisory Board should ensure diversity. The Supervisory Board’s competency profile should also include expertise in sustainability issues relevant to the company. Proposals submitted by the Supervisory Board to the Annual General Meeting should take these objectives into account while also striving to fulfill the competency profile for the board as a whole. The status of implementation should be disclosed in the form of a qualification matrix in the Corporate Governance Statement. This should also provide information on the number of independent shareholder representatives deemed appropriate by the shareholder representatives on the Supervisory Board, as well as the names of these members.

 

The Board of Directors of Müller - Die lila Logistik SE complies with all legal requirements and all recommendations of the Code regarding the personal qualifications of Board members in its nominations to the Annual General Meeting for the election of shareholder representatives. The primary focus—regardless of gender—is on the professional and personal competence of potential candidates, with particular attention to company-specific requirements, so that, if the nominees are elected, the members of the Board of Directors as a whole possess the knowledge, skills, and professional experience necessary to perform their duties.

 

Recommendations C.6 and C.7 of the 2022 German Corporate Governance Code (DCGK): Independence of Supervisory Board Members

According to Recommendation C.6 of the German Corporate Governance Code, the Supervisory Board should include a number of independent members deemed appropriate by the shareholders; in doing so, the ownership structure should be taken into account. For the purposes of this recommendation, a Supervisory Board member is considered independent if he or she is independent of the company and its Management Board and independent of any controlling shareholder.

 

According to Recommendation C.7 of the German Corporate Governance Code, more than half of the shareholder representatives should be independent of the company and its Management Board. A member of the Supervisory Board is independent of the company and its Executive Board if he or she has no personal or business relationship with the company or its Executive Board that could give rise to a material and not merely temporary conflict of interest. When assessing the independence of its members from the company and the Executive Board, the shareholder side should, in particular, consider whether the Supervisory Board member themselves or a close family member of the Supervisory Board member

• was a member of the company’s Executive Board in the two years prior to the appointment,
• currently, or during the year leading up to their appointment, maintains or has maintained—either directly or as a shareholder or in a position of responsibility at a company outside the group—a significant business relationship with the company or a subsidiary of the company (e.g., as a customer, supplier, lender, or consultant),
• is a close family member of a member of the Executive Board, or
• has been a member of the Supervisory Board for more than 12 years.

 

The institutional separation of the Supervisory Board and the Executive Board “already ensures a generally high degree of independence,” according to the government’s explanatory memorandum during the legislative process. However, Recommendation C.6(2) of the German Corporate Governance Code (DCGK) now states that a member of the Board of Directors is to be considered independent if he or she is independent of the company and its executive directors and independent of a controlling shareholder. Müller - Die lila Logistik SE does not follow this recommendation. At most, half of the members of the Board of Directors may be executive directors, as Müller - Die lila Logistik SE has a monistic structure. We therefore comply with the statutory provisions. In addition, Recommendation C.7 provides a list of criteria that shareholders should consider when assessing their independence. For Müller - Die lila Logistik SE, long-term service on the Board of Directors—exceeding 12 years—does not in itself indicate a lack of independence. The Board of Directors does not consider a fixed term limit for service on the Board to be appropriate, particularly since the respective terms of office for Board members, as stipulated by law and the Articles of Association, already provide a manageable timeframe for their mandates. Furthermore, Müller - Die lila Logistik SE considers the composition of the Board of Directors to reflect a high degree of diversification in professional experience (management of international corporate groups, industry-specific expertise, and ownership of small-to-medium-sized businesses).

 

Recommendation C.10 of the 2022 German Corporate Governance Code: Independence of Committee Members

According to the recommendations of the German Corporate Governance Code, the Chair of the Supervisory Board, the Chair of the Audit Committee, and the Chair of the committee responsible for Executive Board compensation should be independent of the company and the Executive Board. The Chair of the Audit Committee should also be independent of the controlling shareholder.

 

Müller - Die lila Logistik SE does not follow the recommendation that the Chair of the Supervisory Board should be independent of the Executive Board. Müller - Die lila Logistik SE has a monistic corporate structure, in which the Chair of the Supervisory Board also serves as CEO. We therefore comply with the statutory provisions.

 

Recommendation D.4 of the 2022 German Corporate Governance Code: Nomination Committee

According to the recommendations of the German Corporate Governance Code, the Supervisory Board should form a Nominating Committee composed exclusively of shareholder representatives, which nominates suitable candidates to the Supervisory Board for its proposals to the Annual General Meeting regarding the election of Supervisory Board members.

 

The Board of Directors of Müller - Die lila Logistik SE deemed it more efficient to address the proposed resolutions for the election of Board members at the Annual General Meeting in a plenary session. Due to the small size of the Board of Directors, the Board of Directors will not form a Nomination Committee, as these tasks can be appropriately carried out by the full Board.

 

Recommendation D.6 of the German Corporate Governance Code 2022: Supervisory Board Meetings Without the Executive Board

According to the recommendations of the German Corporate Governance Code, the Supervisory Board should meet regularly without the Executive Board.

 

The Board of Directors of Müller - Die lila Logistik SE meets as needed, but not on a regular basis, without the members of the Executive Board.

 

Recommendation D.9 of the German Corporate Governance Code 2022: Cooperation with the Auditor

According to the recommendations of the German Corporate Governance Code, the Supervisory Board or the Audit Committee should agree with the auditor that the auditor will inform the Board and note in the audit report if, in the course of the audit, the auditor discovers facts that indicate an inaccuracy in the declaration on the Code issued by the Executive Board and the Supervisory Board.

 

Müller - Die lila Logistik SE deviates from this recommendation due to the costs associated with expanding the scope of the audit. In accordance with statutory provisions, the auditor verifies only the existence of a declaration submitted pursuant to Section 161 of the German Stock Corporation Act (AktG), but not its content. At the same time, the omission of such notes is intended to ensure that the audit is not burdened by any ambiguities in the wording of individual recommendations, which, at least in the past, had been attributed to the Government Commission by courts and legal literature.

 

Recommendation F.2 of the 2022 German Corporate Governance Code (DCGK): Publication Deadlines for the Consolidated Financial Statements, the Group Management Report, and Interim Financial Information

According to the recommendations of the German Corporate Governance Code, the consolidated financial statements and the consolidated management report must be made publicly available within 90 days after the end of the fiscal year, and the mandatory interim financial information within 45 days after the end of the reporting period.

 

Müller - Die lila Logistik SE publishes the consolidated financial statements and the group management report within 90 days of the end of the fiscal year. The interim financial information is published within 60 days.

 

Recommendation F.3 DCGK 2022: Information on Business Performance and the Risk Situation

If the company is not required to issue quarterly reports, it should, in accordance with Recommendation F.3, provide information during the year—in addition to the semiannual financial report—in an appropriate form regarding business performance, in particular regarding significant changes in the business outlook and the risk profile.

 

Müller - Die lila Logistik SE informs shareholders and third parties through the consolidated financial statements and the consolidated management report, as well as through the semiannual financial report, in accordance with the statutory provisions of the German Securities Trading Act (WpHG).

Additional interim financial information, such as quarterly reports in particular, would contain information subject to seasonal fluctuations that could potentially lead to erroneous decisions regarding the assessment of the company’s economic situation.

 

Recommendation G.3 of the 2022 German Corporate Governance Code (DCGK): Determination of the Specific Total Compensation of the Executive Board

According to the recommendations of the German Corporate Governance Code, the Supervisory Board should use an appropriate peer group of other companies—the composition of which it discloses—to assess whether the specific total compensation of Executive Board members is in line with industry standards. The peer group comparison should be used with caution to prevent an automatic upward trend.

 

For the Lila Logistik Group, it is difficult to identify an appropriate peer group among publicly traded logistics companies. Peer groups consist of medium-sized logistics companies that do not disclose their compensation.

 

Recommendation G.6 DCGK 2022: Weighting of the variable compensation components for the Executive Board

According to the recommendations of the German Corporate Governance Code, variable compensation resulting from the achievement of long-term goals should exceed the portion resulting from short-term goals.

 

At Müller - Die lila Logistik SE, it has been standard practice in the past to weight the achievement of short-term targets equally with that of long-term targets. Müller - Die lila Logistik SE does not intend to make any changes to this proven compensation model.

 

Recommendation G.10 of the 2022 German Corporate Governance Code: Stock-Based Compensation and the Allocation of Long-Term Variable Compensation Awards to the Executive Board

The variable compensation amounts granted to a member of the Executive Board should, in accordance with the recommendations of the German Corporate Governance Code and taking into account the respective tax burden, be invested predominantly in shares of the company or granted in an equity-based form. The member of the Executive Board should not be able to dispose of the long-term variable grant amounts until after four years.

 

In view of the total absolute amount of compensation, the long-term component is not granted in shares, as this would, on the one hand, represent an additional expense for the company. On the other hand, a pro-rata value is already distributed for the previous years as part of the multi-year component. The long-term bonus consists of compensation components from the two previous years and the current year. The compensation for the long-term component is spread over three years. Müller - Die lila Logistik SE adheres to the system that has proven itself over the years. Furthermore, the Lila Logistik Group’s business is not characterized by multi-year assumptions regarding the valuation of assets; therefore, a period exceeding four years is not considered appropriate. The company’s income statement does not depend significantly on assumptions regarding changes in the valuation of assets.