Declaration of compliance

With effect of 23 September 2022 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 the following exceptions and will continue to be complied with in future with the following exceptions:

According to Recommendation C.5 of the Code, Supervisory Board members being an Executive Board member of a listed company shall not hold more than two Supervisory Board mandates in non-group listed companies or similar bodies. Mrs. Titzrath currently holds a total of three such Supervisory Board mandates. Mrs. Titzrath has declared to Deutsche Lufthansa AG that she has sufficient time to perform her Supervisory Board duties and that she can perform these duties with due regularity and care.

In addition, restrictions on the implementation of the recommendations on the remuneration of the Executive Board in Section G of the Code resulted from the significant restrictions on Board remuneration within the framework agreement between Deutsche Lufthansa AG and the Economic Stabilization Fund. In particular, the members of the Executive Board were not allowed to receive bonuses or other variable or comparable compensation components during the agreed stabilization measures. With the final termination of the stabilization measures as of 13 September 2022 the compensation system of the Executive Board is applicable again without restrictions so that the recommendations in Section G of the Code will be complied with again.“

With effect of 21 September 2021 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 the following exceptions and will continue to be complied with in future with the following exceptions:

According to Recommendation C.5 of the Code, Supervisory Board members being an Executive Board member of a listed company shall not hold more than two Supervisory Board mandates in non-group listed companies or similar bodies. Mrs. Titzrath, who has been appointed by the Economic Stabilization Fund according to the Framework agreement between Deutsche Lufthansa AG and the Economic Stabilization Fund currently holds a total of three such Supervisory Board mandates. Mrs. Titzrath has declared to Deutsche Lufthansa AG that she has sufficient time to perform her Supervisory Board duties and that she can perform these duties with due regularity and care.

In addition, restrictions on the implementation of the recommendations on the remuneration of the Executive Board in Section G of the Code result from the significant restrictions on Board remuneration within the framework agreement between Deutsche Lufthansa AG and the Economic Stabilization Fund. In particular, the members of the Executive Board may not receive bonuses or other variable or comparable compensation components during the agreed stabilization measures. Subject to the contractual restrictions on the compensation of the Executive Board, the Supervisory Board will review its appropriateness at regular intervals in view of its competence under stock corporation law.”

With effect of 21 September 2020 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 the following exceptions and will continue to be complied with in future with the following exceptions:

According to Recommendation C.5 of the Code, Supervisory Board members being an Executive Board member of a listed company shall not hold more than two Supervisory Board mandates in non-group listed companies or similar bodies. Mrs. Titzrath, who has been appointed by the Wirtschaftsstabilisierungsfonds according to the Framework agreement between Deutsche Lufthansa AG and the Wirtschaftsstabilisierungsfonds, and was appointed to the Supervisory Board by court order as of 2 September 2020, currently holds a total of three such Supervisory Board mandates. Mrs. Titzrath has declared to Deutsche Lufthansa AG that she has sufficient time to perform her Supervisory Board duties and that she can perform these duties with due regularity and care.

In addition, restrictions on the implementation of the recommendations on the remuneration of the Executive Board in Section G of the Code result from the significant restrictions on Board remuneration within the framework agreement between Deutsche Lufthansa AG and the Witschaftsstabilisierungsfonds. In particular, the members of the Executive Board may not receive bonuses or other variable or comparable compensation components during the agreed stabilization measures. Subject to the contractual restrictions on the compensation of the Executive Board, the Supervisory Board will review its appropriateness at regular intervals in view of its competence under stock corporation law. ”

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.

At the meeting of the Supervisory Board on 4 December 2018, the following declaration of compliance with the German Corporate Governance Code (GCGC) was adopted:

“In accordance with Section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of Deutsche Lufthansa AG declare that between the last declaration of compliance of the German Corporate Governance Code in accordance with the currently valid version (the Code), the recommendations of the Code have, with the following exception, been complied with and will continue to be complied with in future:

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 Board members cap all the main elements of remuneration, including the fixed salary, the variable bonus and the retirement benefit commitment. However, ancillary benefits at Deutsche Lufthansa AG are not subject to an overall cap. In particular, private flights in line with IATA regulations and with restricted booking status as full-fare passengers should not be capped for members of the Executive Board of Deutsche Lufthansa AG. Since the booking status is restricted, the related ancillary benefit is small. The members of the Executive Board should be able to use the company’s main product and the opportunity to meet employees and passengers on board as widely as possible in line with international practice, including for private travel.”

At the meeting of the Supervisory Board on 5 December 2017, the following declaration of compliance with the German Corporate Governance Code (GCGC) was adopted:

“In accordance with Section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of Deutsche Lufthansa AG declare that between the last declaration of compliance of the German Corporate Governance Code in accordance with the currently valid version (the Code), the recommendations of the Code have, with the following exception, been complied with and will continue to be complied with in future:

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 Board members cap all the main elements of remuneration, including the fixed salary, the variable bonus and the retirement benefit commitment. However, ancillary benefits at Deutsche Lufthansa AG are not subject to an overall cap. In particular, private flights in line with IATA regulations and with restricted booking status as full-fare passengers should not be capped for members of the Executive Board of Deutsche Lufthansa AG. Since the booking status is restricted, the related ancillary benefit is small. The members of the Executive Board should be able to use the company’s main product and the opportunity to meet employees and passengers on board as widely as possible in line with international practice, including for private travel.”

At the meeting of the Supervisory Board on 7 December 2016, the following declaration of compliance with the German Corporate Governance Code (GCGC) was adopted:

“In accordance with Section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of Deutsche Lufthansa AG declare that between the last declaration of compliance of the German Corporate Governance Code in accordance with the currently valid version (the Code), the recommendations of the Code have, with the following exception, been complied with and will continue to be complied with in future:

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 Board members cap all the main elements of remuneration, including the fixed salary, the variable bonus and the retirement benefit commitment. However, ancillary benefits at Deutsche Lufthansa AG are not subject to an overall cap. In particular, private flights in line with IATA regulations and with restricted booking status as full-fare passengers should not be capped for members of the Executive Board of Deutsche Lufthansa AG. Since the booking status is restricted, the related ancillary benefit is small. The members of the Executive Board should be able to use the company’s main product and the opportunity to meet employees and passengers on board as widely as possible in line with international practice, including for private travel.”

At the meeting of the Supervisory Board on 2 December 2015, the following declaration of compliance with the German Corporate Governance Code (GCGC) was adopted:

“In accordance with Section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of Deutsche Lufthansa AG declare that between the last declaration of compliance of the German Corporate Governance Code in accordance with the currently valid version (the Code), the recommendations of the Code have, with the following exception, been complied with and will continue to be complied with in future:

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 Board members cap all the main elements of remuneration, including the fixed salary, the variable bonus and the retirement benefit commitment. However, ancillary benefits at Deutsche Lufthansa AG are not subject to an overall cap. In particular, private flights in line with IATA regulations and with restricted booking status as full-fare passengers should not be capped for members of the Executive Board of Deutsche Lufthansa AG. Since the booking status is restricted, the related ancillary benefit is small. The members of the Executive Board should be able to use the company’s main product and the opportunity to meet employees and passengers on board as widely as possible in line with international practice, including for private travel.”

At their meeting on 3 December 2014, the Executive Board and Supervisory Board issued the following declaration of compliance with the German Corporate Governance Code (GCGC):

 “In accordance with Section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of Deutsche Lufthansa AG declare that between the last declaration of compliance of the German Corporate Governance Code in accordance with the currently valid version (the Code), the recommendations of the Code have, with the following exception, been complied with and will continue to be complied with in future:

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 Board members cap all the main elements of remuneration, including the fixed salary, the variable bonus and the retirement benefit commitment. Ancillary benefits at LH are not subject to an overall cap. In particular, private flights in line with IATA regulations and with restricted booking status as full-fare 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 company’s main product and the opportunity to meet employees and passengers on board as widely as possible in line with international practice, including for private travel.”

At their meeting on 4 December 2013, the Executive Board and Supervisory Board issued the following declaration of compliance with the German Corporate Governance Code (GCGC):

 “In accordance with Section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of Deutsche Lufthansa AG declare that between the last declaration of compliance and the publication of the amended German Corporate Governance Code (the Code) in the official section of the Federal Gazette on 10 June 2013 and as from the revision of the Code on 10 June 2013, the recommendations of the Code have, with the following exception, been complied with and will continue to be complied with in future:

In accordance with clause 4.2.3 paragraph 2 of the Code as amended, the total remuneration of the Executive Board members and the variable bonus components are to be capped. The service contracts with Board members cap all the main elements of remuneration, including the fixed salary, the variable bonus and the retirement benefit commitment. Ancillary benefits at Deutsche Lufthansa AG are not subject to an overall cap. In particular, private flights in line with IATA regulations and with restricted booking status should not be capped for members of the Executive Board of Deutsche Lufthansa AG. Since the booking status is restricted, the related ancillary benefit is small. The members of the Executive Board should be able to use the company’s main product and the opportunity to meet employees and passengers on board as widely as possible in line with international practice, including for private travel.”

At their meeting on 5 December 2012, the Executive Board and Supervisory Board issued the following declaration of compliance with the German Corporate Governance Code (GCGC):

“In accordance with Section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of Deutsche Lufthansa AG declare that since the last declaration of compliance, the recommendations of the German Corporate Governance Code, as published by the Federal Ministry of Justice in the official section of the Federal Gazette on 15 June 2012 (the Code), have been complied with with the following exceptions, and in future will continue to be complied with unreservedly:

The Supervisory Board has always promoted the diversity of its composition as fundamentally important for the Company and at the same time would like to see more women represented. Notwithstanding 5.4.1 and 5.4.2 of the Code, it did not, however, initially define any concrete targets in the form of quotas or absolute numbers for the number of independent members or for a reasonable proportion of women. On 19 September 2012, the Supervisory Board nonetheless decided that at least five shareholder representatives should be independent and at least two shareholder representatives should be women. The recommendations made in 5.4.1 and 5.4.2 of the Code have therefore been followed since 19 September 2012.

Notwithstanding 5.4.6 of the Code, the members of the Supervisory Board will continue to receive variable remuneration that is not aligned with the sustainable development of the company in addition to their fixed remuneration until the end of the financial year 2012. However, on 8 May 2012, the Company’s Annual General Meeting passed an amendment to the Articles of Association stating that from the financial year 2013, the Supervisory Board members will receive no variable but only fixed remuneration. As of 1 January 2013, the Company will therefore be in compliance with recommendation 5.4.6 of the Code as well.”

At their meeting on 7 December 2011, the Executive Board and Supervisory Board issued the following declaration of compliance with the German Corporate Governance Code (GCGC):

“In accordance with Section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of Deutsche Lufthansa AG declare that the recommendations of the German Corporate Governance Code, as published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette on 2 July 2010 (the Code), have been complied with since the last declaration of compliance with the following exceptions and will continue to be complied with:

The Executive Board members Wolfgang Mayrhuber (until 31 December 2010) and Stephan Gemkow in the past held more than three supervisory board seats in publicly listed companies outside the Group or on supervisory boards of companies with similar demands. As announced in the last declaration of compliance, since 26 May 2011 all Executive Board members have complied with the maximum number of board seats in companies outside the Group as stipulated in 5.4.5 of the Code.

The Supervisory Board believes that the diversity of its composition is important for the Company and at the same time would like to see more women represented. Notwithstanding 5.4.1 of the Code, it does not, however, define any concrete targets in the form of quotas or absolute numbers. When proposing candidates for election to the Annual General Meeting, the Supervisory Board will be guided by the knowledge, skills and professional experience of the potential nominees. A general age limit of 70 years is already included in Section 8 Paragraph 2 of the Articles of Association.”

At their meeting on 6 December 2010, the Executive Board and Supervisory Board issued the following declaration of compliance with the German Corporate Governance Code (GCGC):

“In accordance with Section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of Deutsche Lufthansa AG declare that the recommendations of the German Corporate Governance Code, as published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette on 2 July 2010 (the Code), have been complied with since the last declaration of compliance with the following exceptions and will continue to be complied with:

The Executive Board members Wolfgang Mayrhuber and Stephan Gemkow hold more than three supervisory board seats in publicly listed companies outside the Group or on supervisory boards of companies with similar demands. 5.4.5 of the amended Code states that supervisory board seats in companies with similar demands to those made by publicly listed companies outside the Group are now also included in the recommended maximum of three. To avoid breaching the trust that holding a board seat implies, compliance with this amended recommendation cannot be achieved without a degree of advance notice. Mr Mayrhuber is to leave the Executive Board as of 31.12.2010 and will no longer be subject to the restriction thereafter. Mr Gemkow will give up one of his four board seats relevant to this topic in the first half of 2011.

The Supervisory Board believes that the diversity of its composition is important for the Company and at the same time would like to see more women represented. Notwithstanding 5.4.1 of the Code, it does not, however, define any concrete targets in the form of quotas or absolute numbers. When proposing candidates for election to the Annual General Meeting, the Supervisory Board will be guided by the knowledge, skills and professional experience of the potential nominees. A general age limit of 70 years is already included in Section 8 Paragraph 2 of the Articles of Association.”

At the meeting held on 2 December 2009 the Executive Board and Supervisory Board issued the following statement on the German Corporate Governance Code (DCGC):

“In accordance with Section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of Deutsche Lufthansa AG declare that the recommendations of the Government Commission on the German Corporate Governance Code, as published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette, have been complied with unreservedly and will continue to be complied with in full”.

At their meeting on 3 December 2008, the Executive Board and Supervisory Board issued the following declaration of compliance with the German Corporate Governance Code:

“In accordance with Section 161 of the German Stock Corporation Act, the Executive Board and Supervisory Board of Deutsche Lufthansa AG declare that the recommendations of the Government Commission on the German Corporate Governance Code, as published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette, have been complied with in full and will continue to be complied with in full”.

At the Supervisory Board Meeting on 5 December 2007 the Executive Board and Supervisory Board issued the following declaration of compliance with the German Corporate Governance Code:

"In accordance with Article 161 of the German Stock Corporation Act, the Executive Board and Supervisory Board of Deutsche Lufthansa AG hereby declare that the recommendations of the Governmental Commission on the German Corporate Governance Code as published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette have been complied with in full and will continue to be complied with in full."

At the Supervisory Board Meeting on 6 December 2006 the Executive Board and Supervisory Board issued the following declaration of compliance with the German Corporate Governance Code:

"In accordance with Article 161 of the German Stock Corporation Act, the Executive Board and Supervisory Board of Deutsche Lufthansa AG hereby declare that the recommendations of the Governmental Commission on the German Corporate Governance Code as published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette have been complied with in full and will continue to be complied with in full."

At the Supervisory Board Meeting on 7 December 2005 the Executive Board and Supervisory Board issued the following declaration of compliance with the German Corporate Governance Code:

"In accordance with Article 161 of the German Stock Corporation Act, the Executive Board and Supervisory Board of Deutsche Lufthansa AG hereby declare that the recommendations of the Governmental Commission on the German Corporate Governance Code as published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette have been complied with in full and will continue to be complied with in full."