Declaration of conformity
Joint declaration by the Executive Board and the Supervisory Board pursuant to section 161 of the German Stock Corporation Act (AktG) on the recommendations of the Government Commission on the German Corporate Governance Code
The Executive Board and Supervisory Board of Rheinmetall AG submitted the last statement of compliance regarding the recommendations of the German Corporate Governance Code Government Commission in the version dated 16 December 2019 and published in the Federal Gazette on 20 May 2020, pursuant to section 161 of the German Stock Corporation Act (Code 2019), in August 2021. The recommendations of the German Corporate Governance Code Government Commission in the version dated 28 April 2022 were published in the Federal Gazette on 27 June 2022 (Code 2022). In the following declaration, where reference is made to past events, the recommendations of Code 2019 apply and, where reference is made to events in the present and in the future, the recommendations of Code 2022 apply.
Since the submission of the last statement of compliance, Rheinmetall AG has complied with the recommendations of the Code with the exceptions listed below, and will comply with same in the future with the exceptions listed below:
The recommendation in B.5 of the Code is not fully complied with. According to this, an age limit is to be specified for members of the Executive Board and stated in the corporate governance declaration (Erklärung zur Unternehmensführung). The service contracts with the members of the Executive Board provide for an age limit in such a way that the contract ends at the end of the month in which the member of the Executive reaches the standard retirement age under the statutory pension scheme or at the point in time from which he draws a statutory retirement pension (section 35 - 42 German Social Code VI – SGB VI), irrespective of the legal basis, before reaching the standard retirement age. Accordingly, the Chief Financial Officer Helmut P. Merch would originally have left his office on December 31, 2021. However, his service contract was extended for a limited period until December 31, 2022. Due to this time limit a provision on the standard retirement age was not included in the new service contract. Therefore, Mr. Merch will leave the Executive Board on December 31, 2022 at the age of 66. From the Company's perspective, the individual case deviation from recommendation B.5 of the Code is in the interests of the Company. In view of the recent strategic realignment of the Group and the associated restructuring of the Group, it is in the interests of the Company that Mr. Merch, with his many years of experience in the Group and on the Executive Board, should be able to assist in the completion of this restructuring.”
Düsseldorf, August 2022
Rheinmetall AG
Since the submission of the last statement of compliance, Rheinmetall AG has complied with the recommendations of the Code with the exceptions listed below, and will comply with same in the future with the exceptions listed below:
The recommendation in B.5 of the Code is not fully complied with. According to this, an age limit is to be specified for members of the Executive Board and stated in the corporate governance declaration (Erklärung zur Unternehmensführung). The service contracts with the members of the Executive Board provide for an age limit in such a way that the contract ends at the end of the month in which the member of the Executive reaches the standard retirement age under the statutory pension scheme or at the point in time from which he draws a statutory retirement pension (section 35 - 42 German Social Code VI – SGB VI), irrespective of the legal basis, before reaching the standard retirement age. Accordingly, the Chief Financial Officer Helmut P. Merch would originally have left his office on December 31, 2021. However, his service contract was extended for a limited period until December 31, 2022. Due to this time limit a provision on the standard retirement age was not included in the new service contract. Therefore, Mr. Merch will leave the Executive Board on December 31, 2022 at the age of 66. From the Company's perspective, the individual case deviation from recommendation B.5 of the Code is in the interests of the Company. In view of the recent strategic realignment of the Group and the associated restructuring of the Group, it is in the interests of the Company that Mr. Merch, with his many years of experience in the Group and on the Executive Board, should be able to assist in the completion of this restructuring.”
Düsseldorf, August 2022
Rheinmetall AG
The Executive Board | The Supervisory Board
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