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Process for determining Supervisory Board remuneration

The remuneration received by Supervisory Board members is specified under § 13 of the Articles of Incorporation. Under agenda item 9 of the Shareholders’ Meeting on April 1, 2026, the Board of Management and Supervisory Board are proposing an amendment to § 13 of the Articles of Incorporation. The amended § 13 of the Articles of Incorporation underlying the outlined remuneration system is as follows:

“§ 13 Remuneration

  1. In addition to reimbursement for cash expenses and value-added tax paid on remuneration and ex-penses, the members of the Supervisory Board shall receive fixed annual remuneration of EUR 115,000.
  2. The Chair of the Supervisory Board shall receive EUR 115,000 in addition to the remuneration stated in (1) hereof, and the Deputy Chair EUR 55,000.
  3. The members of the Supervisory Board shall receive additional remuneration for work on Supervisory Board committees as follows:
    • The Chair of the Audit and Finance Committee EUR 145,000, all other Audit and Finance Committee members EUR 60,000,
    • The Chair of the General Committee EUR 80,000, all other General Committee members EUR 35,000,
    • The Chair of the Nomination Committee EUR 30,000, all other Nomination Committee members EUR 15,000,
    • The Chair of the Strategy, ESG, and Innovation Committee EUR 80,000, all other Strategy, ESG, and Innovation Committee members EUR 35,000,
    • The Chair of another committee EUR 50,000, all other members of a committee EUR 30,000. There is no remuneration for chairing or being a member of the Mediation Committee.
  4. Further, members of the Supervisory Board shall receive an attendance fee amounting to EUR 2,000 for each meeting of the Supervisory Board or its committees attended by them, but only one meeting per day shall be taken into account. The attendance fee shall only be owed insofar as the total of the attendance fees due in a single financial year does not reach 10 percent of the total remuneration of the Supervisory Board member, including any reimbursements received for expenses.
  5. Members of the Supervisory Board who are on the Supervisory Board for only part of the financial year in question shall receive one twelfth of the remuneration for every month of membership or part thereof. The same shall apply to the increase in remuneration for the Supervisory Board Chair and Deputy Chair pursuant to (2) hereof and to the increase in remuneration for chairing or being a member of a Supervisory Board committee pursuant to (3) hereof.
  6. The remuneration pursuant to (1) hereof and the attendance fee shall fall due at the end of the shareholders’ meeting to which the consolidated financial statements for the financial year in question are presented or which decides on its approval.”

The remuneration of the Supervisory Board for the full 2026 financial year shall be determined in accordance with the amended § 13 of the Articles of Incorporation as set out above, provided the above amendment to the Articles of Incorporation is entered into the commercial register in the current financial year and thereby becomes effective. The Board of Management and Supervisory Board also propose a corresponding resolution on this temporal scope under agenda item 9 of the Shareholders’ Meeting on April 1, 2026.

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