Annual Report 2025

Remuneration Governance

Remuneration and Nomination Committee

The RNC has to comprise at least two members of the Board of Directors, who are elected individually by the AGM for a one-year term of office until the next AGM.

At the AGM 2025, Sandra Emme (Lead), Urban Linsi and Ines Pöschel were re-elected as members of the RNC. Two of the three members are considered independent.

The RNC is assigned the following duties in support of the Board of Directors and recommends to the Board of Directors for approval or, as the case may be, proposal to the AGM:

• The remuneration policy, the performance targets and key performance indicators of the Company at the highest corporate level, i.e. for the Board of Directors and the members of the Executive Committee, in accordance with the Articles of Incorporation.
• Motions to the AGM related to the maximum amounts of remuneration of these governing bodies.
• The individual amounts of remuneration for the members of the Board of Directors within the limits approved by the AGM.
• The proposed Remuneration Report to the Board of Directors.

In addition, it runs and supports succession planning and proposal of suitable candidates for the Board of Directors, Chief Executive Officer, and, together with the Chief Executive Officer, for other members of the Executive Committee.

In 2025, the Committee held three meetings varying in duration between two and four hours each. The participation rate for meetings in 2025 was 100%. In addition, the Committee members were involved in succession discussions and interviews with potential candidates for both Executive Committee and Board positions.

The three meetings of the RNC each address standard agenda items, each including a recommendation to the Board of Directors. In the first regular meeting, they typically are:

• Evaluation of the achievement of the financial and non-financial objectives of the previous financial year for the members of the Executive Committee.
• Determination of the variable remuneration amounts for the members of the Executive Committee to be paid out in April.
• Approval of the financial and non-financial objectives of the running financial year for the members of the Executive Committee.
• Review of adherence to the shareholding guidelines for the Board of Directors and the Executive Committee and recommendation of necessary measures.

In the second regular meeting, they typically are:

• Consideration of proxy advisor inputs regarding the remuneration report of the previous financial year.
• Submission of the proposed amount of remuneration for the members of the Board of Directors for the year following the AGM, to the Board of Directors.
• Submission of the proposed amount of remuneration for the members of the Executive Committee for the following financial year, to the Board of Directors.
• Succession planning for the Executive Committee.

In the third regular meeting, they typically are:

• Submission of the draft of the annual Remuneration Report to the Board of Directors.
• Determination of the maximum remuneration of the Board of Directors and the Executive Committee for AGM approval in the following financial year.

The CEO and the CHRO are invited to attend the Committee meetings in an advisory capacity. Based on demand and from time to time the Head of Reward and Analytics is invited to provide expertise on compensation matters. The CEO and the CHRO do not attend the meeting when their own remuneration or performance is discussed.

There is a closed session (without the participation of the CEO, CHRO, or any other guest) at the beginning of each Committee meeting. The Lead of the RNC informs the Board of Directors after each meeting of the activities of the Committee. The minutes of the meetings are available to all members of the Board of Directors.

The Board of Directors did not consult with any external advisors on compensation matters in the period under review.

Articles of Incorporation

The Articles of Incorporation include the principles of remuneration applicable to the Board of Directors and the Executive Committee. Those provisions can be found online and include:

• Approval of Remuneration by the AGM (Article 25^quinquies)
• Remuneration of the Board of Directors (Article 25^sexies)
• Remuneration of the Executive Committee (Article 25^septies)

Levels of Authority

The remuneration proposals and decisions are made based on the following levels of authority:

The AGM votes with regard to the remuneration of the governing bodies:

• Prospective approval of the maximum total remuneration for the members of the Board of Directors for the year following the AGM and for the Executive Committee for the next financial year. If the AGM withholds its approval, the Board of Directors may submit new proposals for approval at the same AGM, a subsequent extraordinary General Meeting or at the next AGM.
• Retrospective, consultative vote on the Remuneration Report for the financial year preceding the AGM.