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Nordex SE
Remuneration Information • Feb 28, 2025
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Remuneration Information
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Remuneration report
This remuneration report presents the components and effects of the remuneration logic and outlines the individual amounts of remuneration paid to the Management Board and Supervisory Board.
Detailed information concerning the remuneration systems for the Management and Supervisory Board members of Nordex SE may be found on the Company's website (https://ir.nordex-online.com/websites/Nordex/German/6000/corporate-governance.html).
Guidelines and principles of the remuneration system for the Management Board of Nordex SE
Nordex SE's corporate strategy is aimed at creating a competitive and global company with long-term sustainable and positive future prospects - with innovative products, decarbonization of the economy shall be promoted and a significant contribution to the fight against climate change shall be made. These strategic objectives are aimed at successfully developing Nordex SE, i.e. consolidating the Company's competitive global positioning and thus enhancing its value for its shareholders in the long term. The success of this development is measured using financial and non-financial performance criteria and is also considered accordingly in the remuneration system for the Company's Management Board members (in the following referred to as the remuneration system). Remuneration systems are corporate management tools. The Supervisory Board of Nordex SE is convinced that a suitably designed remuneration structure will provide effective incentives for the Management Board members to successfully implement the Company's corporate strategy. Therefore, the remuneration paid to Nordex SE's members of the Management Board includes variable components which reward achieving the targets set and which are reduced accordingly if the targets are not met and may even cease entirely in certain circumstances. This establishes a clear link between corporate success and remuneration.
The operational and strategic corporate planning reflects the implementation of the Company's corporate structure. This corporate planning thus documents the envisaged short- and medium-term development of the Nordex Group. For their part, the variable remuneration components depend, in particular, on the share price trend and the achievement of demanding performance criteria which are determined on the basis of the Company's corporate planning. Through this structure, the Company's remuneration system promotes its business strategy as well as its long-term development.
The following principles in particular are considered when determining the remuneration of the Management Board:
[^0]
Remuneration of the members of the Management Board
Management Board remuneration in the 2024 financial year
The remuneration system, which was approved in 2021 with a $99.37 \%$ majority at the Annual General Meeting of Nordex SE, applies for all service contracts newly concluded or extended after 5 May 2021. The service contracts of the members of the Management Board were adjusted to the new remuneration system in financial year 2022, specifically that of Dr. Ilya Hartmann effective 1 July 2022, and those of Mr. José Luis Blanco and Mr. Patxi Landa effective 1 January 2023. Since Management Board remuneration in the 2024 financial year contains elements of the old and the new remuneration system, this year's remuneration report provides information on both remuneration systems. Detailed information on the new remuneration system may be found on Nordex's website (https://ir.nordex-online.com/websites/Nordex/English/6000/ corporate-governance.html).
[^0]: - Promotion of the corporate strategy
a Harmonization with shareholders' interests
'Pay for performance'
a Long-term orientation and sustainability
$>$ Consultance and market practice
The remuneration of the Management Board comprises non-performance-related (fixed) and performance-related (variable) remuneration components. The latter reflect the Company's business performance in a given year as well as its long-term business performance. The fixed, non-performance-related remuneration comprises the annual base salary plus fringe benefits. The short-term variable remuneration (bonus) and the long-term variable remuneration (Performance Share Unit Plan, in the following also referred to as PSUP) will be granted on a performance-related and therefore variable basis.
Under Section 162 (1) sentence 1 of the German Stock Corporation Act (AktG), the Management and Supervisory Boards of a listed company are obliged to prepare an annual report on the remuneration awarded and due in the previous financial year to the current and former members of the Management and Supervisory Boards. The following is a clear and easily understandable overview of the remuneration awarded, i.e. all benefits paid to members of the Management and Supervisory Boards who discharged the functions serving as the basis for their remuneration throughout the 2024 financial year.
The remuneration report for financial year 2023 was approved by the Annual General Meeting on 23 April 2024 by a majority of $86.32 \%$. Due to the high level of approval, no significant adjustments to its contents and structure were necessary.
Determination of the remuneration of the Management Board for the 2024 financial year
Target remuneration and remuneration structure
In determining the remuneration of the Management Board, the Supervisory Board is guided by the market position of Nordex SE - in particular, with regard to its sector, size (revenues, number of employees worldwide and market capitalization), country (headquarters location and reach of operations) - and the structure and amount of management remuneration at comparable companies as well as internal salary structures. The function and area of responsibility of the individual members of the Management Board are further criteria. In addition, in determining the amount of the total target remuneration the Supervisory Board has ensured that the proportion of the long-term variable remuneration exceeds that of the short-term variable remuneration. This approach fulfills the requirements of the German Stock Corporation Act and the provisions of the German Corporate Governance Code, as amended on 28 April 2022 (GCGC).
Fixed remuneration in the 2024 financial year
The fixed remuneration comprises an annual base salary paid out in equal monthly installments and fringe benefits customary in the market. These include the provision of a company car, which may also be used privately, and the payment of insurance premiums for invalidity and death coverage, and allowances for health and nursing care insurance.
The Company has also taken out a D\&O insurance policy which also covers the service of the Management Board members. In accordance with the provisions of the German Stock Corporation Act, the policy stipulates a deductible.
Variable remuneration in the 2024 financial year
The variable remuneration components reflect the achievement of annual targets as well as the Company's long-term performance. The short-term variable remuneration (bonus) and the long-term variable remuneration (PSUP) incentivize the performance of the Management Board members from a variety of different perspectives, over assessment periods of varying duration and while taking various performance criteria into consideration.
The achievement of short-term operational targets is of primary significance for the selection of the performance criteria for the bonus. On the one hand, the PSUP focuses on the performance of Nordex SE shares (in the following also referred to as Nordex shares) by comparison with the capital market. Among other criteria, this evaluates the capital market's assessment of Nordex SE's strategic orientation and its implementation by the Management Board. On the other hand, since the redesign of the service contracts, the PSUP has also been dependent on ESG targets, namely achieving a proportion of women of $25 \%$ at management levels M1 to M4 and the reduction of (Scope 1 and Scope 2) GHG emissions. This target has been derived from the goals of our sustainability strategy. Including these ESG targets meets the requirements of the new remuneration system.
The performance criteria on which the variable remuneration is based in financial year 2024 and their strategic relevance are shown in the following table:
| Performance criteria | Bonus | Performance Share Unit Plan |
Strategic relevance |
|---|---|---|---|
| EBITDA less CAPEX in EUR million | $x$ | Reviewing the development of profitability of the operating business | |
| Working capital ratio | $x$ | Ensuring efficient use of capital in the operating business | |
| Relative total shareholder return | $x$ | Long-term development of enterprise value compared with the capital market | |
| Quality of order intake ${ }^{1}$ | $x$ | Ensuring target profitability of projects in order intake to secure future profitability | |
| Occupational safety, health and environmental protection ${ }^{2}$ | $x$ | Protecting and promoting employees by ensuring occupational safety | |
| Quality costs and technology management costs ${ }^{3}$ | $x$ | Promoting customer satisfaction through quality assurance | |
| Proportion of women in management positions in the Nordex Group ${ }^{4}$ | Achieve a minimum of $25 \%$ female representation at management levels M1 to M4 in line with the Nordex Group's sustainability strategy | ||
| Reduction of GHG emissions ${ }^{5}$ | Reduction of (Scope 1 and Scope 2) GHG emissions in line with the Nordex Group's sustainability strategy |
[^0]
[^0]: ${ }^{1}$ Gross contribution margin of order intake in EUR million.
${ }^{2}$ Frequency of lost-time incidents in relation to total hours worked (lost-time incident frequency).
${ }^{3}$ Cost of quality deviations and technology management measured as a percentage of total sale.
${ }^{4}$ All management positions are evaluated with MERCER according to the IPE (International Position Evaluation) methodology.
${ }^{5}$ Derived from the Science-based Targets (SBT) submitted by the Company in line with the 1.5 degree target to achieve the goals of the Paris Agreement.
Short-term variable remuneration (bonus)
An individual target amount is defined in the service contract of each Management Board member. The degree of target achievement is determined on the basis of financial and non-financial performance criteria.
The Supervisory Board individually determines these performance criteria on an annual basis for each Management Board member. The respective degree of target achievement is established at the end of the financial year. For financial year 2024, the Supervisory Board has defined the following performance criteria and weightings for the members of the Management Board:
Targets for short-term variable remuneration (bonus)
$0 \%$ - $200 \%$ target achievement
The performance criteria are determined by the Supervisory Board at the beginning of each financial year.
| Weighting of performance criteria | José Luis Blanco | Patxi Landa | Dr. Ilya Hartmann |
|---|---|---|---|
| EBITDA less CAPEX in EUR million | $50 \%$ | $50 \%$ | $50 \%$ |
| Working capital ratio | $20 \%$ | $20 \%$ | $30 \%$ |
| Quality of order intake ${ }^{1}$ | $20 \%$ | $30 \%$ | $20 \%$ |
| Occupational safety, health and environmental protection ${ }^{2}$ | $5 \%$ | - | - |
| Quality costs and technology management costs ${ }^{3}$ | $5 \%$ | - | - |
| ${ }^{1}$ Gross contribution margin of order intake in EUR million. ${ }^{2}$ Frequency of lost-time incidents in relation to total hours worked (lost-time incident frequency). ${ }^{3}$ Cost of quality deviations and technology management measured as a percentage of total sale. |
Targets are derived from corporate planning, thus ensuring consistency with corporate strategy.
For all of the performance criteria, the possible degrees of target achievement are between $0 \%$ and $200 \%$. A targeted range will be defined for each performance criterion. If the target value is reached, the degree of target achievement is $100 \%$ in each case; if the value falls below the minimum value, the degree of target achievement is $0 \%$. The degree of target achievement is limited to $200 \%$ if the maximum value is matched or exceeded. Intermediate values are subject to linear interpolation.
Short-term variable remuneration (bonus) - target corridor
The degree of overall target achievement for a financial year is determined while taking into account each individual target achievement level and the weighting of the performance criteria. The bonus amount will be calculated on the basis of the specified target amount, with reference to the degree of overall target achievement. The payout amount is capped at $200 \%$ of the target amount.
The resulting individual remuneration corridor for the bonus for financial year 2024 is as follows:
| EUR | Minimum amount | Target amount | Maximum amount (200\% of the target amount) |
|---|---|---|---|
| José Luis Blanco | 0 | 620,000 | $1,240,000$ |
| Patxi Landa | 0 | 370,000 | 740,000 |
| Dr. Ilya Hartmann | 0 | 370,000 | 740,000 |
The following table shows the individual target achievement for the 2024 bonus.
| Target achievement in \% | José Luis Blanco |
Patxi Landa |
Dr. Ilya Hartmann |
|---|---|---|---|
| EBITDA less CAPEX in EUR million | $143.74 \%$ | $143.74 \%$ | $143.74 \%$ |
| Working capital ratio | $79.50 \%$ | $79.50 \%$ | $79.50 \%$ |
| Quality of order intake | $192.01 \%$ | $192.01 \%$ | $192.01 \%$ |
| Occupational safety, health and environmental protection | $25.00 \%$ | - | - |
| Quality costs and technology management costs | $200.00 \%$ | - | - |
| Overall level of target achievement | $137.42 \%$ | $145.37 \%$ | $134.12 \%$ |
Long-term variable remuneration (PSUP)
The long-term variable remuneration component is a Performance Share Unit Plan (PSUP) which is based on phantom shares.
2021 - 2024 tranche
Dr. Ilya Hartmann was issued a tranche in 2021 with a performance period from 2021 to 2024, which is described in more detail below.
Long-term variable remuneration - 2021 - 2024 tranche $50 \%$ - $200 \%$ target achievement
The number of PSUs for a tranche that is decisive for payout amount depends on a share price-based target.
| Type | Performance Share Unit Plan |
|---|---|
| Performance period | 4 years |
| Performance criterion | RTSR trend compared to a suitable peer group (DAA, MDAA and TecDAA) |
| Initial number | Target amount $=0$ closing share price of Nordex shares on the last 20 trading days prior to the start of the performance period |
| Final number | Initial number of PSUs of a tranche a target achievement in \% |
| Payout amount | Final number $=0$ closing share price of Nordex shares on the last 20 trading days prior to the end of the performance period |
| Payout is capped at 300\% of the target amount | |
| The currentives for the sustainable increase in enterprise value and promotes the alignment of Management Board and shareholder interests |
An individual target amount has been agreed with Dr. Ilya Hartmann. This amount is converted into performance share units (in the following also referred to as PSU). To do so, the target amount is divided by the average closing price of Nordex shares on the last 20 trading days prior to the start of the assessment period (in the following also referred to respectively as the initial number and the performance period).
The performance criterion is a comparison of the performance of the "relative total shareholder return" (in the following also referred to as RTSR) of Nordex shares with the arithmetic mean of the performance of the DAX, MDAX and TecDAX benchmark indices. The level of target achievement for Dr. Ilya Hartmann is calculated over a four-year performance period, starting on 1 January of the year of allocation.
Long-term variable remuneration (PSUP) - 2021 - 2024 tranche - RTSR trend corridor
A minimum of $-50 \%$ and a maximum of $+50 \%$ have been defined as the targeted range. An RTSR performance in line with the benchmark indices will represent a 100\% target achievement level. If the benchmark indices are exceeded by $50 \%$ or more, this will represent a 200\% target achievement level. If the trend for the RTSR of Nordex SE lags behind the RTSR trend for the benchmark indices by $50 \%$ or more, a $50 \%$ level of target achievement is assumed. Intermediate values are subject to linear interpolation.
The final number of PSUs is calculated by multiplying the initial number by the level of target achievement. This is multiplied by the average closing price of Nordex shares on the last 20 trading days prior to the end of the performance period to determine the payout amount. The PSUP payout amount is capped at 300\% of the individual target amount. The amount will be paid out in cash as of the Management Board member's salary statement for the first month after the Annual General Meeting for the financial year following the end of the performance period.
Dr. Ilya Hartmann is required to hold shares valued at no less than $33 \%$ of his payout after tax and social security contributions for a period of at least one year.
Target achievement for the 2021 - 2024 Tranche
The target achievement for the PSUP tranche issued in 2021 is as follows:
| EUR | Target amount | Average closing share price of Nordex shares prior to the start of the performance period | Initial number of PSUs | Target achievement | Final number PSUs |
Average closing share price of Nordex shares prior to the end of the performance period |
|---|---|---|---|---|---|---|
| Members of the Management Board in office as of 31 December 2024 | ||||||
| José Luis Blanco | - | - | - | - | - | - |
| Patxi Landa | - | - | - | - | - | - |
| Dr. Ilya Hartmann | 200,000 | 20.16 | 9,921 | $50 \%$ | 4,961 | 11.48 |
2022 - 2024 tranche
The 2022 - 2024 tranche of the PSUP for Mr. José Luis Blanco and Mr. Patxi Landa was issued before the service contracts were adapted to the new remuneration system and is described in more detail below. By way of derogation from this, Dr. Ilya Hartmann was issued a tranche in 2022 based on the new remuneration system with a performance period from 2022 to 2025. Information on this tranche will be provided in the remuneration report for financial year 2025.
Long-term variable remuneration - 2022 - 2024 tranche $50 \%$ - $200 \%$ target achievement
The number of PSUs for a tranche that is decisive for payout amount depends on a share price-based target.
| Type | Performance Share Unit Plan |
|---|---|
| Performance period | 3 years |
| Performance criterion: | RTSR trend compared to a suitable peer group (DAX, MDAX and TecDAX) |
| Initial number | Target amount $<0$ closing share price of Nordex shares on the last 20 trading days prior to the start of the performance period |
| Final number | Initial number of PSUs of a tranche a target achievement in \% |
| Payout amount | Final number $=0$ closing share price of Nordex shares on the last 20 trading days prior to the end of the performance period |
| Payout is capped at 300\% of the target amount Creates incentives for the sustainable increase in enterprise value and promotes the alignment of Management Board and shareholder interests |
An individual target amount has been agreed with the members of the Management Board. This amount is converted into performance share units (in the following also referred to as PSU). To do so, the target amount is divided by the average closing price of Nordex shares on the last 20 trading days prior to the start of the assessment period (in the following also referred to respectively as the initial number and the performance period).
The performance criterion is a comparison of the performance of the "relative total shareholder return" (in the following also referred to as RTSR) of Nordex shares with the arithmetic mean of the performance of the DAX, MDAX and TecDAX benchmark indices. The level of target achievement for Mr. José Luis Blanco and Mr. Patxi Landa is calculated over a three-year performance period, starting on 1 January of the year of allocation in each case.
Long-term variable remuneration (PSUP) - 2022 - 2024 tranche RTSR trend corridor
A minimum of $-50 \%$ and a maximum of $+50 \%$ have been defined as the targeted range. An RTSR performance in line with the benchmark indices will represent a 100\% target achievement level. If the benchmark indices are exceeded by $50 \%$ or more, this will represent a 200\% target achievement level. If the trend for the RTSR of Nordex SE lags behind the RTSR trend for the benchmark indices by $50 \%$ or more, a $50 \%$ level of target achievement is assumed. Intermediate values are subject to linear interpolation.
The final number of PSUs is calculated by multiplying the initial number by the level of target achievement. This is multiplied by the average closing price of Nordex shares on the last 20 trading days prior to the end of the performance period to determine the payout amount. The PSUP payout amount is capped at 300\% of the individual target amount. The amount will be paid out in cash as of the Management Board member's salary statement for the first month after the Annual General Meeting for the financial year following the end of the performance period.
The Management Board members participating in the 2022 -2024 tranche are obliged to hold shares worth at least $33 \%$ of their remaining payout amount after tax and social security deductions for a period of at least two years.
Target achievement for the 2022 - 2024 Tranche
The target achievement for the PSUP tranche issued in 2022 is as follows:
| EUR | Target amount | Average closing share price of Nordex shares prior to the start of the performance period | Initial number of PSUs | Target achievement | Final number PSUs |
Average closing share price of Nordex shares prior to the end of the performance period |
|---|---|---|---|---|---|---|
| Members of the Management Board in office as of 31 December 2024 | ||||||
| José Luis Blanco | 420,000 | 14.50 | 28,966 | 80.25\% | 23,245 | 11.48 |
| Patxi Landa | 250,000 | 14.50 | 17,241 | 80.25\% | 13,836 | 11.48 |
| Dr. Ilya Hartmann | - | - | - | - | - | - |
2024 - 2027 tranche
In financial year 2024, PSUs were granted to Mr. José Luis Blanco, Mr. Patxi Landa and Dr. Ilya Hartmann, the terms of which correspond to the new remuneration system.
The 2024 - 2027 tranche is structured as follows:
Long-term variable remuneration - 2024 - 2027 tranche $0 \%-200 \%$ target achievement
| Type | Performance Share Unit Plan |
|---|---|
| Performance period | 4 years |
| Performance criteria | - RTSR trend compared to a suitable peer group (DAX, MDAX and TecDAX): weighting of $80 \%$ - Reduction of greenhouse gas emissions (scope 1 and scope 2): weighting of $20 \%$ |
| Initial number | Target amount $+\theta$ closing share price of Nordex shares on the last 20 trading days prior to the start of the performance period |
| Final number | Initial number of PSUs of a tranche a target achievement in \% |
| Payout amount | Final number $+\theta$ closing share price of Nordex shares on the last 20 trading days prior to the end of the performance period |
Payout is capped at $300 \%$ of the target amount
An individual target amount, which is converted into PSUs, has been agreed with the members of the Management Board. For this purpose, the target amount is divided by the average closing price of Nordex shares on the last 20 trading days prior to the start of the performance period (in the following also referred to as initial number).
Performance is determined based on two criteria. The first performance criterion (weighting: 80\%) is a comparison of the performance of Nordex shares' RTSR with the arithmetic mean of the performance of the DAX, MDAX and TecDAX benchmark indices. The level of target achievement is calculated over a four-year performance period, starting on 1 January of the year of allocation. An RTSR performance in line with the benchmark indices will represent a 100\% target achievement level. If the benchmark indices are exceeded by $50 \%$ or more, this will represent a $200 \%$ target achievement level. If the trend for the RTSR of Nordex SE lags behind the RTSR trend for the benchmark indices by $50 \%$ or more, a $0 \%$ level of target achievement is assumed. Intermediate values are subject to linear interpolation.
Long-term variable remuneration - 2024 - 2027 tranche - RTSR trend corridor
The reduction of (Scope 1 and Scope 2) GHG emissions by $21 \%$ within the performance period, i.e. by the end of 2027, was defined as a second performance criterion (with a weighting of $20 \%$ ) in line with the Nordex Group's sustainability strategy. This performance criterion was derived from the Science-based Targets (SBT) defined by the Company in 2023, which are in line with the 1.5 degree target and serve to achieve the goals of the Paris Agreement. Whether the target has been achieved will be determined at the end of the 2027 performance period. A minimum reduction of GHG emissions of $15 \%$ and a maximum reduction of GHG emissions of $27 \%$ has been defined as the target range. Target achievement is subject to linear interpolation between $0 \%$ and 200\%. Scope 1 emissions are greenhouse gas emissions caused directly by the Nordex Group, e.g. through the fuel consumed by company cars, trucks, commercial vehicles and chartered ships, and through the consumption of oil, gas and diesel fuel used for the generation of heat and electricity. Scope 2 emissions are greenhouse gas emissions that Nordex causes indirectly through the consumption of purchased electricity and district heating.
The degree of overall target achievement for a financial year is determined while taking into account each individual target achievement level and the weighting of the performance criteria.
The final number of PSUs is calculated by multiplying the initial number by the overall level of target achievement. This is multiplied by the average closing price of Nordex shares on the last 20 trading days prior to the end of the performance period to determine the payout amount. The PSUP payout amount is capped at $300 \%$ of the individual target amount. The amount will be paid out - at the Company's discretion either in cash or in Nordex shares - as of the Management Board member's salary statement for the first month after the Annual General Meeting for the financial year following the end of the performance period.
Long-term variable remuneration - 2024 - 2027 tranche - Reduction of (Scope 1 and Scope 2) GHG emissions
Allocation of the 2024-2027 tranches
The allocation of the PSUP tranches issued in 2024 is presented below:
| Average closing share price of Nordex shares prior to the start |
Fair value per PSU at allocation |
||||
|---|---|---|---|---|---|
| Allocation of the 2024-2027 tranche in EUR |
Target amount | 670,000 | 10.06 | 66,600 | 8.91 |
| Josè Luis Blanco | 670,000 | 10.06 | 39,761 | 8.91 | |
| Patxi Landa | 400,000 | 10.06 | 39,761 | 8.91 | |
| Dr. Ilya Hartmann | 400,000 | 10.06 | 39,761 | 8.91 |
The resulting individual remuneration corridor for the 2024 - 2027 tranche is as follows:
| EUR | Minimum amount | Target amount | Maximum amount (300\% of the target amount) |
|---|---|---|---|
| Josè Luis Blanco | 0 | 670,000 | 2,010,000 |
| Patxi Landa | 0 | 400,000 | 1,200,000 |
| Dr. Ilya Hartmann | 0 | 400,000 | 1,200,000 |
Development of the portfolio of phantom shares in connection with the PSUP in financial year 2024
The following overview shows the development of the portfolio of PSUs held by the members of the Management Board in financial year 2024.
| Current members of the Management Board | Information on the PSUPs | Information on the 2024 financial year | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Opening balance | During the financial year | Closing balance | ||||||||
| Plan | Tranche | Performance period | Allocation price | Balance at the beginning of the financial year | Newly allocated PSUs | Change | PSUs exercised | Balance at the end of the financial year | ||
| José Luis Blanco | PSUP | 2024 | Jan 2024 - Dec 2027 | 10.06 | 0 | 66,600 | 0 | 0 | 66,600 | |
| 2023 | Jan 2023 - Dec 2026 | 12.43 | 53,902 | 0 | 0 | 0 | 53,902 | |||
| 2022 | Jan 2022 - Dec 2024 | 14.5 | 28,966 | 0 | $-5,721$ | 23,245 | 0 | |||
| Patxi Landa | PSUP | 2024 | Jan 2024 - Dec 2027 | 10.06 | 0 | 39,761 | 0 | 0 | 39,761 | |
| 2023 | Jan 2023 - Dec 2026 | 12.43 | 32,180 | 0 | 0 | 0 | 32,180 | |||
| 2022 | Jan 2022 - Dec 2024 | 14.5 | 17,241 | 0 | $-3,405$ | 13,836 | 0 | |||
| Dr. Ilya Hartmann | PSUP | 2024 | Jan 2024 - Dec 2027 | 10.06 | 0 | 39,761 | 0 | 0 | 39,761 | |
| 2023 | Jan 2023 - Dec 2026 | 12.43 | 20,917 | 0 | 0 | 0 | 20,917 | |||
| 2022 (Tranche II) ${ }^{1}$ | Jan 2022 - Dec 2025 | 14.5 | 8,966 | 0 | 0 | 0 | 8,966 | |||
| 2022 (Tranche I) ${ }^{1}$ | Jan 2022 - Dec 2025 | 14.5 | 6,897 | 0 | 0 | 0 | 6,897 | |||
| 2021 | Jan 2021 - Dec 2024 | 20.16 | 9,921 | 0 | $-4,960$ | 4,961 | 0 |
[^0]
[^0]: ${ }^{1}$ Compared to the 2022 (I) PSUP tranche, the 2022 (II) PSUP tranche has an additional performance criterion, namely "achieving a proportion of women in management positions".
Malus and clawback arrangements
The Supervisory Board did not make any use of the option to withhold or claw back variable remuneration components in the 2024 financial year.
Shareholding requirements
The Management Board members' new service contracts stipulate that they are obliged to purchase Nordex shares to the value of their annual base salary (gross) and hold these shares for the duration of their appointment and for a further two years after this appointment comes to an end.
An annual minimum investment amount equivalent to $25 \%$ of the net payout from the short-term variable remuneration applies until the full investment volume has been reached. This meets the requirements of the new remuneration system.
Remuneration awarded and due to the members of the Management Board who held office in the 2024 financial year
The following tables show the remuneration awarded and due to the members of the Management Board who held office in the 2024 financial year. In the following, for the Management Board members holding office the remuneration awarded is the remuneration for which the relevant service or performance period ended in the financial year.
Accordingly, as well as the annual base salary and the fringe benefits, the 2024 bonus and the PSUP with a 2021-2024 performance period (for Dr. Ilya Hartmann) and a 2022-2024 performance period (for Mr. José Luis Blanco and Mr. Patxi Landa) are shown as the remuneration granted for the 2024 financial year. In addition to the remuneration amounts, pursuant to section 162 (1) sentence 2 no. 1 AktG the relative proportion of the fixed and variable remuneration components is also indicated.
| José Luis Blanco | Dr. Ilya Hartmann | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2024 | 2023 | 2023 | 2024 | 2024 | 2023 | 2023 | |
| Remuneration awarded and due | EUR | \% | EUR | \% | EUR | \% | EUR | \% |
| Annual base salary | 660,000 | 37 | 660,000 | 55 | 430,000 | 43 | 400,000 | 66 |
| Fringe benefits | 4,828 | 0 | 4,733 | 0 | 24,482 | 2 | 24,178 | 4 |
| Fixed remuneration | 664,828 | 37 | 664,733 | 55 | 454,482 | 45 | 424,178 | 70 |
| Short-term variable remuneration (bonus) | 852,016 | 48 | 433,225 | 36 | 496,251 | 49 | 182,280 | 30 |
| Performance Share Unit Plan 2022 - 2024 | 266,853 | 15 | ||||||
| Performance Share Unit Plan 2021 - 2024 | 56,952 | 6 | ||||||
| Performance Share Unit Plan 2021 - 2023 | 104,795 | 9 | ||||||
| Long-term variable remuneration (Performance Share Unit Plan) | 266,853 | 15 | 104,795 | 9 | 56,952 | 6 | - | - |
| Total remuneration | 1,783,697 | 100 | 1,202,753 | 100 | 1,007,685 | 100 | 606,458 | 100 |
| $\mathbf{2 0 2 4}$ | $\mathbf{2 0 2 4}$ | $\mathbf{2 0 2 3}$ | $\mathbf{2 0 2 3}$ | |
| Remuneration awarded and due | EUR | $\%$ | EUR | $\%$ |
| Annual base salary | 430,000 | 38 | 430,000 | 57 |
| Fringe benefits | 7,254 | 1 | 7,254 | 1 |
| Fixed remuneration | 437,254 | 39 | 437,254 | 58 |
| Short-term variable remuneration (bonus) | 537,880 | 47 | 260,110 | 34 |
| Performance Share Unit Plan 2022 - 2024 | 158,837 | 14 | ||
| Performance Share Unit Plan 2021 - 2023 | 62,382 | 8 | ||
| Long-term variable remuneration | ||||
| (Performance Share Unit Plan) | 158,837 | 14 | 62,382 | 8 |
| Total remuneration | $1,133,972$ | 100 | 759,746 | 100 |
Percentages are rounded to full percentage points.
Maximum remuneration
The current service contracts define a maximum remuneration for all members of the Management Board that meets the requirements of the new remuneration system. This amounts to EUR 5,000,000 for Mr. José Luis Blanco and EUR 3,500,000 each for Mr. Patxi Landa and Dr. Ilya Hartmann. A final assessment as to whether the defined maximum remuneration amounts have been complied with can only be made once the amounts paid out from the 2024 - 2027 tranche of the PSUP have been determined for all Management Board members and can therefore be reported in the remuneration report for financial year 2027.
Benefits to former members of the Management Board
Pension payments to former members of the Management Board amounted to EUR 21,236 (2023: EUR 21,326) in financial year 2024, (net) provisions at the end of the financial year amounted to EUR 344,261 (2023: EUR 340,575), and interest expense in accordance with IAS 19 amounted to EUR 11,415 (2023: EUR 12,925).
Benefits upon termination of employment
Benefits in the event of premature termination
If the Company revokes the appointment and terminates the service contract without good cause, the Company may release the Management Board members from duty while continuing to pay their salary. Severance payments limited to the remuneration for the remaining term of the service contract or to a maximum amount of two annual remuneration amounts.
Management Board members are not entitled to severance payments in case of good cause that would permit extraordinary termination in accordance with Section 626 of the German Civil Code (BGB), or in cases in which the service contract is terminated prematurely at the request of the Management Board member (through no fault of the company).
If the service contract or the appointment to the Management Board is terminated early in certain, more closely defined "bad leaver" cases (in particular if it is terminated by Nordex SE for good cause pursuant to Section 626 (1) of the German Civil Code (BGB) or if the member of the Management Board resigns before the end of the financial year without the Company being at fault), they shall forfeit their entitlement to the bonus and the PSUs whose performance period has not yet ended under the active Management Board members' service contracts without replacement.
Benefits in the event of regular termination
If the employment relationship ends before the end of the financial year or the performance period due to the regular expiry of the contract term, retirement, disability or death, the members of the Management Board are entitled to claims from the annual base salary, bonus and the PSUP on a pro rata basis. In addition, in the event of death, the spouse, partner and children of the Management Board member are jointly granted basic annual remuneration for six months on a pro rata basis as a transitional payment.
Remuneration of the members of the Supervisory Board
Under Article 18 (1) to (4) of the Articles of Incorporation, each Supervisory Board member is entitled to fixed remuneration of EUR 30,000 (2023: EUR 30,000) in consideration of the performance of their duties for each full financial year in which they are members of the Supervisory Board. The chairman of the Supervisory Board receives twice and his deputy one-and-a-half times the fixed remuneration received by a regular member of the Supervisory Board.
Each Supervisory Board member also receives fixed remuneration for membership of Supervisory Board committees. This amounts to EUR 3,000 (2023: EUR 3,000) for each full financial year in which the Supervisory Board member belonged to the committee. The chairman of a committee receives twice this amount.
The following table shows the Supervisory Board members' memberships and chairmanships on the various committees.
| Supervisory Board member | Committee |
|---|---|
| Dr.-Ing. Wolfgang Ziebart (Chairman of the Supervisory Board) |
Chairman of the Executive Committee and member of the Strategy and Technology Committee |
| Juan Muro-Lara (Deputy Chairman of the Supervisory Board) |
Member of the Executive Committee and Audit Committee |
| Jan Klatten | Member of the Executive Committee and chairman of the Strategy and Technology Committee |
| Maria Isabel Blanco | Member of the Audit Committee |
| Martin Rey | Chairman of the Audit Committee |
| María Cordón | Member of the Strategy and Technology Committee |
Supervisory Board members who have only belonged to the Supervisory Board or one of its committees for part of a given financial year will, for each commenced month of their service, receive one twelfth of the remuneration amount they are entitled to due to their membership.
According to Article 18 (5) of the Articles of Incorporation, Supervisory Board members receive reimbursement for expenses arising during the exercise of their duties. They are also reimbursed for any VAT incurred. The Company also pays the premiums for D\&O liability insurance, which also includes the members of the Supervisory Board.
The following table shows the remuneration awarded and due to the active Supervisory Board members in the 2024 financial year. The remuneration awarded to Supervisory Board members is understood below to be the remuneration for which the performance on which the remuneration is based was performed in full in the 2024 financial year, irrespective of when the remuneration accrues to the Supervisory Board members. The Supervisory Board remuneration is purely fixed remuneration.
The remuneration of the Supervisory Board comprises the following:
| Remuneration awarded/ due to the Supervisory Board | 2024 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fixed remuneration | Remuneration for committee work | Total remuneration | Fixed remuneration | Remuneration for committee work | Total remuneration | |||||
| EUR | \% | EUR | \% | EUR | EUR | \% | EUR | \% | EUR | |
| Dr.-Ing. Wolfgang Ziebart | 60,000 | 87 | 9,000 | 13 | 69,000 | 60,000 | 87 | 9,000 | 13 | 69,000 |
| Juan Muro-Lara | 45,000 | 88 | 6,000 | 12 | 51,000 | 45,000 | 88 | 6,000 | 12 | 51,000 |
| Jan Klatten | 30,000 | 77 | 9,000 | 23 | 39,000 | 30,000 | 77 | 9,000 | 23 | 39,000 |
| Maria Isabel Blanco | 30,000 | 91 | 3,000 | 9 | 33,000 | 30,000 | 91 | 3,000 | 9 | 33,000 |
| Martin Rey | 30,000 | 83 | 6,000 | 17 | 36,000 | 30,000 | 83 | 6,000 | 17 | 36,000 |
| Maria Cordón | 30,000 | 91 | 3,000 | 9 | 33,000 | 30,000 | 91 | 3,000 | 9 | 33,000 |
Details of the relative development of the Management Board's remuneration, the remuneration of the rest of the workforce and the Company's earnings
The following table shows the development of the remuneration awarded and due to the Management Board and the Supervisory Board by comparison with the earnings trend of Nordex SE and the average remuneration received by all of the Company's employees on a full-time equivalent basis at the Nordex Group's German entities: Nordex SE, Nordex Energy SE \& Co. KG and Nordex Germany GmbH. This excludes trainees, interns, working students and students preparing their diploma theses and employees on extended sick leave or parental leave.
The earnings trend is presented on the basis of the net income for the year of the Company as well as the Nordex Group.
Development of remuneration compared to the development of earnings and the remuneration of employees in \%
| Management Board members | Change 2024 vs. 2023 | Change 2023 vs. 2022 | Change 2022 vs. 2021 | Change 2021 vs. 2020 |
|---|---|---|---|---|
| José Luis Blanco | 48.3\% | $-15.5 \%$ | 0.8\% | $-28.6 \%$ |
| Patxi Landa | 49.3 \% | $-16.7 \%$ | 6.7\% | $-28.0 \%$ |
| Dr. Ilya Hartmann (since 01.01.2021) ${ }^{1}$ | 66.2 \% | 0.9\% | 63.9\% | - |
| Christoph Burkhard (until 28.02.2021) | - | - | $-92.8 \%$ | $-2.0 \%$ |
| Former Management Board members | 0.0\% | 4,6\% | 38.7\% | 12.1\% |
| Supervisory Board members | ||||
| Dr.-Ing. Wolfgang Ziebart | 0.0\% | 0.0\% | 0.0\% | 0.0\% |
| Juan Muro-Lara | 0.0\% | 0.0\% | 0.0\% | 0.0\% |
| Jan Klatten | 0.0\% | 0.0\% | 0.0\% | 0.0\% |
| Connie Hedegaard (until 31.05.2022) | - | - | $-58.3 \%$ | 0.0\% |
| Maria Isabel Blanco (since 31.05.2022) | 0.0\% | 50.0\% | - | - |
| Martin Rey | 0.0\% | 0.0\% | 0.0\% | 0.0\% |
| Rafael Mateo (until 25.06.2021) | - | - | - | $-50.0 \%$ |
| María Cordón (since 02.09.2021) | 0.0\% | 0.0\% | 200\% | - |
| Remuneration of employees | ||||
| Employees in Germany | 11.4 \% | 3.9\% | 17.1\% | $-5.6 \%$ |
${ }^{1}$ Figures for Dr. Ilya Hartmann corresponding to his Management Board membership since 1 January 2021.
| Change in \% | Change in \% | Change in \% | ||||||
|---|---|---|---|---|---|---|---|---|
| Earnings | 2024 | 2024 vs. 2023 | 2023 | 2022 | 2022 vs. 2021 | 2021 | 2021 vs. 2020 | 2020 |
| Net income of Nordex SE in EUR thsd. | $-285,226$ | $-0.2 \%$ | $-284,580$ | $-14.9 \%$ | $-247,731$ | $-55.9 \%$ | $-158,860$ | n/a |
| Net income of the Nordex Group in EUR thsd. | 8,784 | n.a. | $-302,811$ | $39.2 \%$ | $-497,761$ | $-116.3 \%$ | $-230,156$ | $-77.4 \%$ |
Independent Auditor's Assurance Report on Examination of the Remuneration Report pursuant to Section 162 (3) AktG
To Nordex SE, Rostock
Opinion
We have formally examined the remuneration report of Nordex SE, Rostock, for the financial year from January 1 to December 31, 2024, to determine whether the disclosures pursuant to Section 162 (1) and (2) AktG have been made in the remuneration report. In accordance with Section 162 (3) AktG, we have not examined the content of the remuneration report.
In our opinion, the accompanying remuneration report complies, in all material respects, with the disclosure requirements pursuant to Section 162 (1) and (2) AktG. Our opinion does not cover the content of the remuneration report.
Basis for Opinion
We conducted our examination of the remuneration report in compliance with Section 162 (3) AktG taking into account the IDW assurance standard: Examination of the remuneration report pursuant to Section 162 (3) AktG (IDW AsS 870 (09.2023). Our responsibilities under this regulation and this standard are further described in the "Our Responsibilities" section of our assurance report. Our audit firm has applied the IDW Standard on Quality Management 1: Requirements for Quality Management in Audit Firms (IDW QMS 1 (09.2022)). We have complied with our professional duties pursuant to the German Public Accountants Act (WPO) and the Professional Charter for Auditors/ Chartered Accountants [8S WP/vBP], including the independence requirements.
Responsibilities of the Management Board and the Supervisory Board
The management and the Supervisory Board of Nordex SE, Rostock are responsible for the preparation of the remuneration report, including the related disclosures, in accordance with the requirements of Section 162 AktG. The management and the Supervisory Board are also responsible for such internal control as they have determined necessary to enable the preparation of the remuneration report that is free from material
misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or error.
Our Responsibilities
Our objectives are to obtain reasonable assurance about whether the remuneration report complies, in all material respects, with the disclosure requirements pursuant to Section 162 (1) and (2) AktG, and to issue an assurance report that includes our opinion.
We planned and performed our examination to obtain evidence about the formal completeness of the remuneration report by comparing the disclosures made in the remuneration report with the disclosures required by Section 162 (1) and (2) AktG. In accordance with Section 162 (3) AktG, we have not examined whether the disclosures are correct or individual disclosures are complete or whether the remuneration report is fairly presented.
Handling Potential Misleading Presentations
In connection with our examination our responsibility is to read the remuneration report by taking into account the findings of the audit of the annual financial statements and, in doing so, remain alert for indications of misleading presentations in the remuneration report to determine whether the disclosures are correct or individual disclosures are complete or whether the remuneration report is fairly presented.
If, based on the work we have performed, we conclude that there is such misrepresentation, we are required to report that fact. We have nothing to report in this regard.
Hamburg, 26 February 2025
KPMG AG
Wirtschaftsprüfungsgesellschaft
[Original German version signed by:]
| Modder | Göbel |
|---|---|
| Wirtschaftsprüfer | Wirtschaftsprüfer |
| [German Public Auditor] | [German Public Auditor] |