Corporate Governance at Vossloh
Sound and sustainable corporate governance is essential to perpetuate the trust that a company’s present stockholders and future investors, its lenders, as well as its staff, customers and suppliers place in it. Vossloh’s corporate governance practices are accordingly reviewed on a regular basis. Section 161 of the German Stock Corporation Act (“AktG”) requires the Executive and Supervisory Boards of an exchange-listed stock corporation to issue an annual declaration on the extent to which the recommendations of the German Corporate Governance Code Government Commission have been and will be applied.
The current declaration of conformity, in accordance with Section 161 AktG, was issued in December 2025:
Declaration of Conformity 2025
Declaration of Conformity by the Executive Board and the Supervisory Board of Vossloh Aktiengesellschaft with regard to the German Corporate Governance Code
Vossloh Aktiengesellschaft currently complies with all recommendations of the German Corporate Governance Code in the version of April 28, 2022, published by the German Federal Ministry of Justice in the official section of the Federal Gazette on June 27, 2022 (DCGK), with the exceptions set out below and will continue to comply with these recommendations with the exceptions set out below in the future.
Recommendation C.4:
“A Supervisory Board member who is not a member of any Executive Board of a listed company shall not accept more than five Supervisory Board mandates at non-group listed companies or comparable functions, with an appointment as Chairman of the Supervisory Board being counted twice.”
Explanation: In addition to his mandate as Chairman of the Supervisory Board of Vossloh AG, the Chairman of the Supervisory Board, Prof. Dr. Grube, holds more than five Supervisory Board mandates at listed companies or comparable functions. The Supervisory Board is of the opinion that the question of whether a member has sufficient time for their mandate must be assessed on a case-by-case basis. In the opinion of the Executive Board and the Supervisory Board, Prof. Dr. Grube makes an extremely valuable contribution to the company, not least on account of his outstanding expertise and many years of experience in the industry, and this contribution is not lessened by his additional mandates. In particular, Prof. Dr. Grube has sufficient time available to conscientiously fulfill his responsibilities as the Chairman of the company's Supervisory Board.
Recommendation G.10 Sentence 2:
“Granted long-term variable remuneration components shall be accessible to Executive Board members only after a period of four years.”
Explanation: In light of the recommendation of the DCGK that the first-time appointment of Executive Board members should not exceed a period of three years – a recommendation that is regularly practiced by the company – the Supervisory Board does not believe that a four-year measurement period for the long-term variable remuneration of Executive Board members (or a distribution prohibition of one year directly following the three-year measurement period) would be appropriate.
Furthermore, since the issuance of the previous declaration of conformity in December 2024, Vossloh AG has complied with all recommendations of the German Corporate Governance Code in the version dated April 28, 2022, with the exception of the deviations from recommendations C.4 and G.10 Sentence 2 set out above.
Werdohl, December 2025
Vossloh Aktiengesellschaft
The Executive Board / The Supervisory Board