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ESRS 2 – Governance

ESRS 2 GOV-1 – The role of the administrative, management and supervisory bodies ESRS 2 GOV-3 – Integration of sustainability-related performance in incentive schemes ESRS 2 GOV-4 – Statement on due diligence

ESRS G1 – Governance

ESRS G1 – Impact, risk and opportunity management ESRS G1-1 – Business conduct policies and corporate culture G1.IRO-1 - Description of the process to identify and assess material impacts, risks and opportunities

Responsible corporate governance

Good governance – the basis for long-term corporate success

Accountability, openness and respect are firmly entrenched in our corporate culture. All of our employees are committed to observing our Code of Conduct and to complying with the law without exception. Interzero has also appointed a Compliance Officer and assigned them the task of developing and implementing a compliance management system (CMS).

ESRS 2 – Governance

ESRS 2 GOV-1 – The role of the administrative, management and supervisory bodies

Executive Management

Interzero Holding GmbH & Co. KG is the Interzero Group’s parent company. Its general partner Interzero GP GmbH exercises management of Interzero Holding GmbH & Co. KG. As of 31 December 2024, its Managing Directors were Sebastiaan Krol, Jan Kroker and Peter Vogel. In 2023 and 2024, men held 100 per cent of the roles on the Executive Management team. Since 1 January 2025, a female manager has been part of the three-person management team.

Sebastiaan Krol joined the Interzero Executive Management team on 1 August 2023 and served as CEO of Interzero Circular Solutions and Managing Director of Interzero Holding GmbH & Co. KG until 31 December 2024. Drawing on more than 15 years of management experience in B2B services, his focus at Interzero was on sustainable circular solutions. For example, as CEO he developed various new business units with a focus on digitisation and oversaw the integration of four large medium-sized service companies.

New Executive Management since 1 January 2025

As of 1 January 2025, executive management was assumed by Jan Kroker (CEO), Claudia Wegener (CIO) and Peter Vogel (CFO). Peter Vogel takes responsibility for the Group’s finances as interim CFO until Yi Guo joins the executive management team.

Jan Kroker, who took over as Interzero CEO in January 2025, was previously responsible for the company’s plastics recycling business. He has a background in the chemicals industry and held senior management roles at KCA Deutag and BASF before joining Interzero.
Yi Guo joins Interzero as CFO from the ALBA Group Asia. After working for DZ Bank and HSH Nordbank (now Hamburg Commercial Bank AG), he moved to the ALBA Group in early 2016. Most recently, he served as CFO of the ALBA Group Asia with responsibility for strategy, finance and legal.
Until Yi Guo joins the management team, Peter Vogel takes responsibility for the Group’s finances as interim CFO. He spent more than ten years working for various auditing firms before moving to the ALBA Group's recycling business in 2010, where he served as CFO from 2017 to 2022. Peter Vogel has been a member of Interzero's Advisory Board since February 2023.
Claudia Wegener brings more than ten years of expertise in IT and digital transformation processes. She gained experience at companies including Deutsche Telekom before setting up and managing the successful Lizenzero online shop for packaging licensing from 2019 onwards. In January 2025, she took over as CIO with responsibility for the Interzero Group’s IT infrastructure and all of its digital processes.

Advisory Board

Dr Axel Schweitzer, Chairman and Owner of Interzero, chairs the three-person Advisory Board of Interzero Holding GmbH & Co. KG, which monitors and advises the Executive Management of Interzero Holding GmbH & Co. KG. The other members of the Advisory Board are Peter Vogel and Dr Thomas Dörmer. As Peter Vogel is only performing his role of CFO on an interim basis, his dual role including membership of the Advisory Board of a GmbH & Co. KG is permissible. Appropriate action has been taken to avoid conflicts of interest.

ESRS 2 GOV-3 – Integration of sustainability-related performance in incentive schemes

During the reporting period, Interzero had no policies concerning incentive systems for sustainability-related performance for the Executive Management or Advisory Board. For 2025 and 2026, however, the company is planning to adopt a corresponding set of provisions and will update and expand its sustainability governance.

ESRS 2 GOV-4 – Statement on due diligence

For Interzero, respecting human rights and protecting the environment are fundamental aspects of responsible corporate governance. Interzero uses its services for the circular economy to contribute to sustainable value creation, climate change mitigation and resource conservation. Accordingly, fulfilling our due diligence obligations for sustainability is an essential step towards achieving our strategic company targets.

We aim to implement sustainability systematically throughout our entire value creation process. For this reason, the company also prefers suppliers that are socially and ecologically responsible, especially when procuring waste management and logistics services.

Interzero itself fully meets the transparency requirements expected of suppliers. To ensure greater transparency along the value chain, Interzero has documented its sustainability performance on the EcoVadis and Supplier Assurance platforms since 2020. Interzero also operates a compliance management system (CMS). A Group-wide Code of Conduct also provides management staff and employees at all Group companies with a clear and binding set of expectations and obligations concerning the upholding of human rights and environmental protection (see ESRS G1-1).

Due diligence

Core elements of due diligence	Chapter in the Sustainability Statement
Embedding due diligence in governance, strategy and business model	ESRS 2 SBM-1 ESRS 2 GOV-1 ESRS 2 GOV-2 ESRS 2 GOV-5
Engaging with affected stakeholders in all key steps of the due diligence	ESRS 2 SBM-2 ESRS S1-2 ESRS G1-2
Identifying and assessing adverse impacts	ESRS 2 IRO-1 ESRS 2 SBM-3
Taking actions to address those adverse impacts	ESRS E1-3 ESRS E2-2 ESRS E5-2 ESRS S1-4 ESRS G1-1
Tracking the effectiveness of these efforts and communicating	ESRS E1-4 ESRS E2-3 ESRS E5-3 ESRS S1-5

ESRS G1 – Governance

ESRS G1 – Impact, risk and opportunity management

Description of material impacts, risks and opportunities

Responsible corporate governance and a sustainable business policy are crucial to Interzero's long-term success. We can only achieve our overarching company goals and make our vision of a world without waste a reality by aligning our business with the principles of social, environmental and economic sustainability, pursuing shared values and following clear rules.

The governance issues of corporate culture, whistleblowing and political engagement are particularly material to Interzero in the context of the double materiality assessment. A corporate culture that promotes responsibility and respectfulness, for example, can have positive effects on competitiveness and employee integrity. Among other initiatives, Interzero has developed a Code of Conduct for employees as well as a Supplier Code of Conduct to ensure transparent, ethical and legally compliant conduct ithroughout the supply chain and to mitigate risks. The company is also committed to collaboration, dialogue and collective engagement. Interzero seeks to constructively shape and advance the shift towards a sustainable circular economy through its activities in numerous associations and initiatives.

As a supplement to the overview provided in ESRS 2 SBM-3, the table below presents the material IROs in the Governance category that Interzero has identified in the course of its DMA. The process for identifying IROs is documented in ESRS 2 IRO-1.

ESRS G1 – Governance: Material impacts, risks and opportunities

(Sub-)Sub-topic	Interzero IROs	IRO	+/-	A/P	Value Chain	Time horizon
Corporate culture	A responsible and respectful corporate culture may have a positive impact on the conduct, integrity and wellbeing of employees.	I	+	P	U, OO, D	S, M
Protection of whistleblowers	The protection of whistleblowers ensures that misconduct can be safely reported without the reporter having to fear retaliation.	I	+	A	U, OO, D	S, M
Political engagement and lobbying activities	Political engagement and lobbying activities may help to drive progress in discussions, legislation or other developments promoting the circular economy.	I	+	A	OO	M, L
Political engagement and lobbying activities	The regulatory environment around the circular economy may have a significant impact on various business units. Increasing regulatory requirements for greater use of the circular economy offers significant (revenue) potential for circular economy companies.	O			OO	S, M, L

Legend:

I = impact, R = risk, O = opportunity, + = positive, - = negative, A = actual, P = potential

Value chain: U = upstream, OO = own operations, D = downstream

Time horizon: K = short-term (one financial year), M = medium-term (one to five years), L = long-term (more than five years)

ESRS G1-1 – Business conduct policies and corporate culture

The Interzero Group’s corporate culture is characterised by respect, dialogue and responsibility. Interzero believes in the power of teamwork and seeks constructive collaborations based on trust across borders and business units to help shape a world worth living in and a sustainable economy. The Interzero Values formulated as part of the reorganisation of the Interzero Group in 2024 serve as our compass on this journey. The values of team spirit, dedication, constant improvement, honesty and humility guide us in our decision-making and in our internal and external conduct. They also foster trust and strengthen our organisation by providing a groundbreaking concept for all of our stakeholders – employees, customers and partners – to follow.

At Interzero, we believe that our corporate culture is a powerful strategic lever. It affects how effectively and innovatively we can achieve our goals and how well we adapt to change. We see our shared values (see illustration) as the key to a more sustainable future, as they encourage us all to think differently and can help us to solve environmental, social and economic challenges in a holistic way.

The Interzero Values:
a compass on our journey to a sustainable future

“We are all in as one team“
Each and every one of us is an important member of the “zero waste” team. We appreciate everyone’s individual contributions that arise from good ideas, dedication and a sense of responsibility. We are stronger together!

“We get better every day“
We believe that sustainable change can be achieved by constantly pushing forward and looking to the future. Instead of blocking our path, obstacles challenge us to come up with solutions.

“We stay humble“
Our vision of a world without waste is vast and challenging. We are open to learning new things while staying humble and making any necessary changes.

Actions

Interzero has implemented various actions to establish a shared understanding of its values across the entire Group while ensuring compliance with internal company and statutory regulations.

Interzero’s basic competency model translates these values into ‘behavioural anchors’ for employees at all levels and provides guidance on how they can conduct themselves in accordance with the company's values and mindsets.
Interzero has appointed a Compliance Officer to ensure legally correct, ethical and social conduct in a corporate context and has assigned them the task of developing and implementing a compliance management system (CMS). The focus is on preventing antitrust violations and corruption within Interzero Holding GmbH & Co. KG and other affiliated companies. The following topics, among others, are covered:
- General compliance with the law
- Anti-discrimination and equal opportunity
- Occupational safety
- Environmental protection and innovation
- Data protection
- Antitrust legislation and fair competition
- Integrity and anti-corruption
- Gifts and rewards
- Donations and sponsoring
- Avoidance of conflicts of interest
- Fair procurement
- Trade secrets and intellectual property
The Interzero Code of Conduct plays a key role in the company’s compliance management. The Code of Conduct (CoC) is aimed at all Interzero employees and includes binding guidelines for behaviour between employees based on the company's corporate values. In this document, Interzero also takes a stand on compliance issues such as the prevention of corruption and money laundering, and maintaining financial integrity. The Code of Conduct is continuously evaluated and updated.
Interzero has also implemented an Anti-Corruption Policy, which it has published internally. It covers and defines preventive behavioural guidelines for employees. All employees in sales, marketing and purchasing, as well as managers and assistants who may be affected by compliance risks, have received and continue receiving compliance training. The company keeps statistics on the implementation and participation in the training courses. The complete Code of Conduct and Anti-Corruption Policy are available to all employees to read on the intranet.
Interzero has established a compliance case management process, which has been coordinated with the Executive Management and the Supervisory Board. Critical issues are reported to these bodies on the basis of a defined catalogue of criteria. The Compliance Office monitors adherence to this process. The number and type of critical issues are confidential and represent sensitive information under competition law, which Interzero does not communicate externally.

All employees can contact our legally qualified Compliance Officer and ombudsman, Stephan Rheinwald, about possible compliance incidents (incl. incidents of discrimination) by email (zero.discrimination@interzero.de) or by phone. Whistleblowers receive comprehensive protection in accordance with the Whistleblower Protection Act, i.e. the reporting person does not have to fear any negative consequences.
Any breaches reported or identified will be investigated and processed appropriately, with the company being involved in this process. Process improvements may be initiated as a result and, depending on the gravity of each case, spoken warnings issued or disciplinary action taken. Compensation claims may also be enforced where appropriate. Details of compliance cases are included in the semi-annual compliance report. The most recent report was published as of 31 December 2024.

No incidents of discrimination were reported or became known otherwise in the reporting period.

Metrics

Number of incidents of corruption and bribery	2023	2024
Total number and nature of confirmed incidents of corruption and bribery	0	0
Number of convictions for violation of anti-corruption and anti-bribery laws	0	0
Amount of fines for violation of anti-corruption and anti-bribery laws (€)	0	0