Declaration of compliance, Section 161 AktG

With effect of 3 December 2019 Executive Board and Supervisory Board have adopted the following declaration of compliance with the German Corporate Governance Code (GCGC):

“In accordance with Section 161 AktG, the Executive Board and the Supervisory Board of Deutsche Lufthansa AG declare that since the last declaration of compliance, the recommendations of the German Corporate Governance Code as amended have been complied with with the following exceptions and will continue to be complied with in future with the following exceptions:

In accordance with Clause 4.2.3 Paragraph 2 of the Code, the total remuneration of the Executive Board members and the variable bonus components are to be capped. The service contracts with the Board members cap all the main elements of remuneration, thus the fixed salary, the variable bonus and the retirement benefit commitment. Ancillary benefits at Lufthansa are, however, not subject to an overall cap. In particular, private flights in line with IATA regulations and with restricted booking status compared to full-paying passengers should not be capped for members of the Executive Board of Deutsche Lufthansa. Since the booking status is restricted, the related ancillary benefit is small. The members of the Executive Board should be able to use the main product of the company including the associated exchange with employees and passengers on board as widely as possible in line with international practice also for private travel.

Furthermore, according to Clause 5.4.5 Paragraph 1 Sentence 2 of the Code Supervisory Board members being an Executive Board member of a listed company shall not sit on more than three Supervisory Boards of non-Group listed companies or similar bodies. Mrs. Merz currently holds a total of four corresponding mandates. This deviation is due to the fact that Mrs. Merz joined the Executive Board of thyssenkrupp AG at short notice as of 1 October 2019. Mrs. Merz has declared to Deutsche Lufthansa AG that she will comply with Clause 5.4.5 Paragraph 1 Sentence 2 of the Code as soon as possible.”

Since January 1, 2020 the maximum remuneration includes the flight benefits granted to the members of the Executive Board. The corresponding declaration of deviation will no longer apply from that date.

Mrs. Merz will resign from the Supervisory Board of Imerys S.A. with effect from the end of the Annual General Meeting on May 4, 2020. Thus, as of this date, no member of the Supervisory Board being an Executive Board member of a listed company will be sitting on more than three Supervisory Boards of non-Group listed companies or similar bodies.