SÜSS MicroTec SE

Remuneration Information • Mar 30, 2023

Remuneration Report

Remuneration of the Members of the Management Board and Supervisory Board

The following Remuneration Report pursuant to Section 162 of the German Stock Corporation Law (AktG) presents and explains the remuneration granted and owed to the current and former members of the Management Board and Supervisory Board of SÜSS MicroTec SE (hereinafter also "SÜSS MicroTec" or the "Company") in fiscal year 2022. The Remuneration Report provides a detailed and individualized explanation of the structure and amount of the individual components of the remuneration of the Management Board and Supervisory Board. The Remuneration Report was prepared jointly by the Management Board and the Supervisory Board and is based on the requirements of the German Stock Corporation Act.

Remuneration of Management Board Members

Review of the 2022 Remuneration Year

The Management Board of SÜSS MicroTec SE assesses the overall economic situation of the group as very positive.

The Company once again posted record order entry and sales. Sales increased by 13.6 percent to € 299.1 million. In the course of this growth in sales, the net income for the year improved by 53.1 percent to € 24.5 million. Despite the bottlenecks in the supply of vendor parts during the year, the sales and earnings expectations were met and the EBIT margin was exceeded. The free cash flow for 2022 amounted to € 16.0 million as of the reporting date and was therefore also well above expectations. SUSS MicroTec has thereby taken an important step closer to the medium-term goals of sales of € 400 million and an EBIT margin of at least 15 percent in the 2025 fiscal year.

After the remuneration system for the members of the Management Board of the Company ("Remuneration System 2021") resolved by the Supervisory Board on February 28, 2021, and submitted to the Shareholders' Meeting on June 16, 2021, for approval was approved by a majority of 59.99 percent of the votes cast, the Supervisory Board thoroughly reviewed the Remuneration System 2021 on the basis of critical shareholder comments, revised it where necessary and further developed it in line with the corporate strategy. On March 29, 2022, the Supervisory Board resolved the correspondingly amended remuneration system for the members of the Management Board and submitted it to the Shareholders' Meeting on May 31, 2022, for approval ("Remuneration System 2022"), which approved the Remuneration System 2022 with a majority of 98.35 percent of the votes cast. Since then, the Remuneration System 2022 has applied to all new or extended service contracts with members of the Management Board and was already applied in the 2022 fiscal year to the employment contract of Dr. Bernd Schulte (CEO), who has been a member and chairman of the Management Board of the Company since October 17, 2022. In contrast, the Remuneration System 2021 was still decisive for the employment contracts of the other members of the Management Board in office in the 2022 fiscal year. For the current 2023 fiscal year, all Management Board service contracts, with the exception of Oliver Albrecht's (CFO) employment contract, will be subject to the new Remuneration System 2022.

There were no deviations from the Remuneration System 2021 and the Remuneration System 2022 in the reporting year.

The Shareholders' Meeting on May 31, 2022, approved the Remuneration Report for the 2021 fiscal year with a majority of 72.33 percent.

On October 14, 2022, in accordance with the statutory "stay on board" regulation pursuant to Section 84 (3) of the German Stock Corporation Law (AktG), the Supervisory Board granted Dr. Goetz Bendele's wish to suspend his mandate as a member and his position as Chair of the Management Board of the Company for the period from October 17, 2022, to December 31, 2022. During Dr. Goetz Bendele's time off to care for a seriously ill family member, his position on the Management Board was suspended. For the period of time off, the Supervisory Board appointed its member Dr. Bernd Schulte to the Company's Management Board who took over the position of Chief Executive Officer there. During the period of his secondment to the Management Board, Dr. Bernd Schulte's mandate as a member of the Supervisory Board of the Company will be suspended.

On December 15, 2022, for personal reasons, in agreement with the Company's Supervisory Board, Dr. Goetz Bendele declined reappointment as a member and chair of the Management Board and thus departed from the Company. The secondment of Dr. Bernd Schulte as a member and chair (CEO) of the Company's Management Board has been extended until October 16, 2023, in accordance with the statutory one-year maximum.

Procedures for Determining, Implementing, and Reviewing the Management Board Remuneration System

The remuneration system for the members of the Management Board is determined by the Supervisory Board of the Company in accordance with the statutory requirements and taking into account the recommendations and suggestions of the most current version of the German Corporate Governance Code. The Supervisory Board is supported in this by its Personnel Committee. The Personnel Committee of SÜSS MicroTec is responsible for developing proposals regarding the Management Board remuneration system, which it submits to the Supervisory Board for discussion and resolution. The Supervisory Board and the Personnel Committee may seek external advice if necessary, in particular for issues relating to the formulation of the remuneration system and assessing the appropriateness of the remuneration. When hiring external remuneration consultants, their independence is considered.

The remuneration system resolved by the Supervisory Board will be submitted to the Shareholders' Meeting for approval.

To ensure appropriate, competitive remuneration in line with the market, the Supervisory Board reviews the remuneration system and the remuneration amounts for the Management Board on a regular basis. If necessary, the Supervisory Board will adopt changes. The remuneration system will be resubmitted to the Shareholders' Meeting for approval in case of material changes but at least every four years.

If the Shareholders' Meeting does not approve the remuneration system, the Supervisory Board will present a revised remuneration system for approval no later than at the following ordinary Shareholders' Meeting.

With regard to the avoidance and handling of (potential) conflicts of interest on the Supervisory Board, the general rules of the German Stock Corporation Act (AktG) are also observed and the recommendations of the German Corporate Governance Code, as amended, are taken into account in the process of establishing, implementing and reviewing the remuneration system. Every member of the Supervisory Board shall disclose any conflicts of interest to the Chair of the Supervisory Board without delay. In its report to the Shareholders' Meeting, the Supervisory Board shall provide information on conflicts of interest and how they are handled. In the event of a conflict of interest, the affected Supervisory Board or committee member shall not take part in the related discussion and voting in the Supervisory Board or Personnel Committee. Material, non-temporary conflicts of interest in the person of a Supervisory Board member will result in the termination of the appointment.

Applicable Management Board Remuneration Systems in the 2022 Fiscal Year

Two different remuneration systems were relevant for the members of the Management Board of SUSS MicroTec in the 2022 fiscal year: The new Remuneration System 2022 applied to the employment contract of Dr. Bernd Schulte (CEO). The Remuneration System 2021 still applied to the employment contracts of the other Management Board members in office in the 2022 fiscal year, since the relevant employment contracts were concluded or extended during the period of validity of the Remuneration System 2021 (grandfathering).

Management Board Remuneration System 2022

The new Remuneration System 2022 essentially updates and amends the Remuneration System 2021 by

• > integrating sustainability targets as part of the long-term variable remuneration and significantly increasing the share of variable target remuneration based on sustainability targets by more than double (the ESG share of variable target remuneration exceeds 20 percent overall);
• > implementing share ownership guidelines with share acquisition and retention obligations for the members of the Management Board;
• > eliminating possible special bonuses;
• > determining the maximum remuneration in the form of a specific monetary amount for the individual members of the Management Board; and
• > increasing performance-related remuneration proportionally (with a corresponding reciprocal proportional reduction in basic remuneration) as part of the remuneration structure for Management Board members.

The main changes in the remuneration system for the members of the Management Board are shown in the following comparison:

Remuneration System 2021		Component	Remuneration System 2022
Makes a distinction between incumbent and newly appointed / future Management Board members (relative shares of remuneration components in target total remuneration)			Applies to all Management Board members using a new remuneration structure (relative shares of remuneration components in target total remuneration) through proportionate increase in performance-related remuneration
Incumbent Management Board members: Basic remuneration:	~ 40–60%		Basic remuneration:	~ 30–40%
Fringe benefits:	~ 1–5%	Remuneration structure	Fringe benefits:	~ 1–5%
Short-term variable remuneration:	~ 15–30%		Short-term variable remuneration:	~ 25–35%
Long-term variable remuneration:	~ 20–35%		Long-term variable remuneration:	~ 30–40%
Newly appointed / future Management Board members: Basic remuneration:	~ 40–50%
Fringe benefits:	~ 1–5%
Short-term variable remuneration:	~ 20–30%
Long-term variable remuneration:	~ 25–35%
Performance criteria:			Performance criteria
40% sales			35% sales
40% net income for the fiscal year			35% net income for the fiscal year
20% sustainability target (ESG as well as innovation and market)		Short-term variable remu neration (STI)	15% sustainability target (now exclusively ESG criteria)
			15% innovation&market position (now a separate goal apart from ESG)
The sustainability target includes these categories: (i) innovation / research&development,

(ii) market / customer, (iii) employees / culture, and (iv) environment / climate, without specifying them in more detail

Sustainability goal categories adjusted according to (ESG) areas of environment, social and corporate governance and ESG aspects specified

Remuneration System 2021	Component	Remuneration System 2022
Performance criteria:		Performance criteria:
1/3 return on capital employed (ROCE)	Long-term	25% return on capital employed (ROCE)
1/3 sales growth	variable remuneration (LTI)	25% sales growth
1/3 relative total shareholder return (TSR)		25% relative total shareholder return (TSR)
		25% sustainability target (ESG criteria)
Possibility to pay special bonuses in the event of special circumstances or developments, which may not exceed 1.5 times the basic remuneration	Special bonus	No special bonus New Management Board members may only be granted a sign-on bonus as a (one-time) fringe benefit, e.g., to compensate for forfeited remuneration from their previous employ ment relationship. The paid-out amount of the sign-on bonus is capped by the maximum remuneration. There is no plan to additionally limit the bonus to, for example, 1.5 times the basic remuneration, which ensures that the Supervisory Board has the necessary flexibility to recruit the best possible candidates.
No share ownership guidelines	Share Ownership Guidelines	Introduction of share ownership guidelines Amount: 100% of gross basic remuneration Build-up phase: annual personal investment of at least 25% of the net amount of the per formance-related remuneration paid out (STI and LTI) until the required number of shares is reached
Definition of a specific aggregate amount of money for all members of the Management Board (Management Board as a whole): up to three members of the Management Board: € 5.8 million. four members of the Management Board: € 7.5 million. A specific amount is not defined for individual Management Board members; instead, 2.7 times the target total remuneration; no distinction between Management Board members	Maximum remuneration	Determination of a concrete amount of money for the individual members of the Management Board Distinction between the CEO and other regular members of the Management Board Chief Executive Officer: € 3.0 million Others members of the Management Board: € 2.5 million
In the event of extraordinary developments, temporary deviations from the maximum remuneration are possible	Deviation option under Section 87a (2) of the German Stock Corpora tion Act (AktG)	No option to deviate from maximum remuneration

A full description of the Remuneration System 2022 is available on the Company's website at https://www.suss. com/de/investor-relations/corporate-governance.

In the reporting year, the Remuneration System 2022 was applied to Dr. Bernd Schulte (CEO), who was seconded by the Supervisory Board from among its members to the Management Board of the Company as CEO from October 17, 2022, on the occasion of the hiatus of Dr. Goetz Bendele. During the period of his secondment to the Management Board, Dr. Bernd Schulte's mandate as a member of the Supervisory Board of the Company will be suspended. Due to Dr. Bernd Schulte's period of service of less than three months in the reporting year, his Management Board remuneration in this period was based solely on the non-performance-related remuneration components (basic remuneration, fringe benefits) provided for in the Remuneration System 2022, which correspond to those of the Remuneration System 2021 described below. Taking into account that by law a Supervisory Board member may

only be seconded to the Management Board of the Company for a very limited period of no more than one year, Dr. Bernd Schulte's employment contract provides that he will only receive the short-term variable remuneration regulated in each case in accordance with the Remuneration System 2022 if the employment relationship exists for a period of more than twelve (12) months and long-term variable remuneration only if the employment relationship exists for a period of at least thirty-six (36) months. Accordingly, receipt of variable remuneration would require that Dr. Bernd Schulte will remain in the Company's service as a member of the Management Board beyond the period of his one-year secondment and will therefore not be returning to the Company's Supervisory Board. However, the latter is not planned.

Management Board Remuneration System 2021

The Remuneration System 2021 was applied in the 2022 fiscal year for the current Management Board members Oliver Albrecht (CFO) and Dr. Thomas Rohe (COO) and for the former Management Board member Dr. Goetz Bendele (CEO).

Components of the Remuneration System 2021

The Remuneration System 2021 consists of performance-independent and performance-based remuneration components. The remuneration independent of performance consists of basic remuneration and fringe benefits. The remuneration based on performance consists of a shortterm and a long-term variable remuneration component. Of these, the short-term variable component (short-term incentive – STI) has a one-year term, while the long-term variable component (long-term incentive – LTI) takes the form of virtual performance shares with a term of four years – consisting of a three-year performance period followed by a one-year lock-up period.

Remuneration Component	Description
Remuneration independent of performance
Basic remuneration	> Fixed annual salary (paid in twelve monthly installments)
Fringe benefits	Primarily company cars and contributions to insurance >
Remuneration based on performance
Short-term variable remuneration (STI)	Plan type	> Target bonus
	Performance criteria	40% sales >
		40% net income for the fiscal year >
		20% sustainability target >
	Payment cap	> 200% of the target amount
	Duration	One year >
Long-term variable remuneration (LTI)	Plan type	> Virtual performance share plan
	Performance criteria	1/3 return on capital employed (ROCE) >
		1/3 sales increase >
		1/3 relative total shareholder return (TSR) >
	Payment cap	> 300% of the target amount
	Duration	Three years and a one-year lock-up period >
Other
Malus and clawback	> Withholding and / or reclaiming of variable remuneration components in the event of a breach of statutory or contractual obligations or obligations arising from the articles of incorporation of the Company or the Company bylaws for the Management Board, or if payment is made based on incorrect data.
Special bonus	Possibility to pay special bonuses, which may not exceed 1.5 times the basic remuneration >
Maximum remuneration	Limit on the total remuneration granted to the Management Board as a whole for one fiscal year of € 5.8 million for up to three Management Board members > and € 7.5 million for four Management Board members > Limit of 2.7 times the target total remuneration at the level of individual Management Board members

The target total remuneration comprises the sum of the remuneration components independent of performance and based on performance. To determine the target total remuneration, the STI and LTI are included with a target achievement of 100 percent. In line with recommendation G.6 of the German Corporate Governance Code, the target remuneration for the long-term variable component exceeds the target remuneration for the short-term variable component. The following table shows the shares of remuneration components in the target total remuneration:

Remuneration Component	Share of the target total remuneration
Basic remuneration	~ 40−50% >
Fringe benefits	~ 1−5% >
Short-term variable remuneration (STI)	~ 20−30% >
Long-term variable remuneration (LTI)	> ~ 25−35%

Remuneration Independent of Performance

The remuneration independent of performance consists of the basic remuneration and fringe benefits.

Basic Remuneration

The basic remuneration is a fixed cash payment for the fiscal year based on the duties and responsibilities of the respective Management Board member in particular. It is paid in twelve monthly installments at the end of each month.

Fringe Benefits

Every Management Board member receives fringe benefits in the form of noncash and other remuneration. These primarily include the provision of a company car that can also be used privately, as well as contributions and subsidies to insurance policies or the assumption of insurance premiums (including the Company's directors and officers liability insurance (D&O insurance) with a deductible in accordance with Section 93 (2) (3) of the German Stock Corporation Act (AktG), contributions to health and long-term care insurance and accident insurance, which may also provide for a benefit to the heirs of the Management Board Member in the event of death). The Supervisory Board may grant other or additional fringe benefits customary in the market, such as the assumption of relocation costs for new hires. The type, amount, and duration of the noncash benefits may vary according to the personal situation of the Management Board members. Based on the maximum remuneration, a maximum amount for fringe benefits is set for each Management Board member per fiscal year.

Remuneration based on Performance

The remuneration based on performance consists of a short-term and a long-term variable remuneration component. The short-term variable component has a one-year term, while the long-term variable component is structured as virtual performance shares with a term of four years – a three-year performance period followed by a one-year lockup period. The formulation of these remuneration components, which are described in detail below, provides incentives for the implementation of the strategy of SUSS MicroTec and for the long-term and sustainable development of the Company.

Short-term Variable Remuneration (STI)

The goal of short-term variable remuneration is to reward the operational implementation of the business strategy. Two financial targets, sales (40 percent) and net income for the fiscal year (40 percent), and a nonfinancial sustainability target (20 percent) have been defined as key performance criteria in this context.

Financial Performance Criteria – Sales&Net Income for the Fiscal Year

This part of the STI is measured by the achievement of the two equally weighted financial performance criteria of sales and net income for the fiscal year, which are essential components of the corporate management of SUSS MicroTec.

> Sales: Sales are those reported in the audited and approved consolidated financial statements. Sales are a significant indicator in the Company and represent the value of goods and services that the Company has achieved in a fiscal year. In order to remain competitive

in the highly technical and specialized semiconductor industry, it is necessary to focus on sales and corresponding profitable growth since this is the only way to sustainably generate the necessary funds for investments and innovations. The strategy of SUSS MicroTec aims for a long-term increase in sales until 2025 and beyond and can be operationalized by integrating sales as a performance criterion in the STI. > Net income for the fiscal year: Net income for the fiscal year is the net income reported in the audited and approved consolidated financial statements. The net income for the fiscal year is a direct derivative of

sales and costs incurred by the Company in a fiscal year. Positive net income reflects the Company's earning power and therefore ultimately its attractiveness for (potential) equity investors. SUSS MicroTec is aiming for healthy long-term growth so that net income for the fiscal year should also increase steadily in line with sales. The use of net income for the fiscal year in the STI takes this objective into account.

Before the start of a fiscal year, the Supervisory Board sets ambitious targets (including threshold and cap values) for each performance criterion. The target values of the two financial performance criteria are derived from the budget planning approved by the Supervisory Board for the respective fiscal year.

Target achievement for the two financial performance criteria is determined by comparing the actual value achieved in the fiscal year with the target value. Target achievement is converted into a payout factor for each performance criterion using a bonus curve. If the target achievement is lower than the threshold, the payout factor for the performance criterion is 0 percent, meaning total failure to meet the financial targets is possible. If the target is achieved at the threshold level, the payout factor is 50 percent. If the actual value corresponds to the target value, the payout factor is 100 percent. If the target achievement is equal to or greater than the cap value, the payout factor of the financial performance criterion is 200 percent.

For the sales and net income targets, additional secondary conditions are integrated into the Remuneration System 2021 that are based on break-even sales and break-even net income for the fiscal year. If these "minimum levels" are not reached, the achievement of the corresponding target is 0 percent, regardless of the target achievement determined using a bonus curve.

For the financial targets, the bonus curves are diagrammed as follows:

Payment factor in percent

Nonfinancial Performance Criterion – Sustainability Target

This part of the STI is measured by the achievement of the nonfinancial sustainability target. This is composed of up to two sustainability targets derived from the sustainability strategy of SUSS MicroTec. The inclusion of sustainability in the STI reflects the commitment of SUSS MicroTec to accept social and environmental responsibility as a Company. Each year, the Supervisory Board defines up to two equally weighted sustainability targets underlying the assessment at its own discretion, which it selects from the following categories:

Categories for the Sustainability Target

Innovation / Research&Development
Market / Customers
Employees / Culture
Environment / Climate
Community / Social Issues

Before the start of a fiscal year, the Supervisory Board sets ambitious targets for each nonfinancial sustainability objective. The targets are based, among other things, on the operationalization of the SUSS MicroTec sustainability strategy. With regard to the targets determined by the Supervisory Board, a distinction must be made between quantitative and qualitative targets.

For each quantitative sustainability target, the Supervisory Board defines a threshold and a cap value in addition to the target value. Target achievement for quantitative sustainability targets is determined by comparing the actual value achieved for the respective sustainability target in the fiscal year with the target value. Target achievement is converted into a payout factor for each performance criterion using a bonus curve. If the target achievement is lower than the threshold, the payout factor for the respective performance criterion is 0 percent, meaning total failure to meet the sustainability targets is possible. If the target is achieved at the threshold level, the payout factor is 50 percent. If the actual value corresponds to the target value, the payout factor is 100 percent. If the target achievement is equal to or greater than the cap value, the payout factor is 200 percent.

For quantitative sustainability targets, the bonus curve is diagrammed as follows:

Payment factor in percent

For each qualitative sustainability target, the Supervisory Board assesses target achievement after the end of the fiscal year. In doing so, the Supervisory Board can set target achievement at five levels. The corresponding payout factor can range from 0 percent, in the case of a missed target, to 200 percent, in the case of significantly exceeding the targets. Total failure to meet the sustainability targets is therefore possible.

The bonus curve for qualitative sustainability targets is diagrammed as follows:

The overall target achievement level is calculated by multiplying the payout factors of the performance criteria by their respective weightings and then adding them together. To determine the payout amount, the overall target achievement is multiplied by the STI target amount, with the payout amount capped at 200 percent of the target amount.

A subsequent adjustment of the defined performance criteria or the target values for the performance criteria within the meaning of recommendation G.8 of the German Corporate Governance Code is excluded. The Supervisory Board is able to take into account extraordinary developments to an appropriate extent (G.11 German Corporate Governance Code). If the Supervisory Board makes use of this option, the reasons for an adjustment and its scope will be communicated in the remuneration report for the fiscal year.

The STI is paid out in cash and is due for payment with the next ordinary salary cycle after approval of the consolidated financial statements of SUSS MicroTec.

If the Management Board employment contract begins or ends in the current fiscal year, the target amount is reduced pro rata temporis to the date of the beginning or end.

Target Values and Target Achievement (STI)

in € million	Weighting in %	Break-even value	Threshold for 0% target achievement	Threshold for 100% target achievement	Threshold for 200% target achievement	Earnings 2022	Target achievement in %
Sales	40%	232.1	262.3	327.9	393.5	299.1	78%
Profit for the year	40%	5.8	18.6	26.5	34.5	24.5	88%
Sustainability target	20%	–	Fallen short	Fully achieved	Significantly exceeded	Exceeded	150%

With the exception of Dr. Bernd Schulte, the above target values and achievements for 2022 fiscal year apply to each of the Management Board members in office in the 2022 fiscal year, including Dr. Goetz Bendele, who stepped down from the Management Board on December 15, 2022. Due to Dr. Bernd Schulte's period of service of less than three months in fiscal year 2022 as part of his secondment to the Management Board of the Company by the Supervisory Board, which is limited to one year until October 16, 2023, no variable remuneration components were relevant for his Management Board remuneration in this period. The Supervisory Board set the sustainability target for the 2022 fiscal year on the recommendation of the Sustainability Committee as part of the Remuneration System 2021. These targets include both a significant reduction of indirect (Scope 2) CO2 emissions at the main production sites by more than 60 percent compared to the 2021 fiscal year, the roll-out and training of the new compliance manual and code of conduct, and the creation and application of a compliance system for suppliers above a certain sales size.

Long-term Variable Remuneration (LTI)

The LTI is intended to help promote the sustainable and long-term business development of SUSS MicroTec. In the Remuneration System 2021, this is done with a share-based approach using virtual performance shares (VPS). This capital market-oriented structure for the LTI links the interests of shareholders and Management Board members even more closely. Overall, the incentive is created to increase the value of the Company on a long-term and sustainable basis.

The LTI is granted annually as a tranche in the form of VPS. The term of an LTI tranche is four years, comprising a threeyear performance period followed by a one-year lock-up period.

The number of conditionally granted VPS is determined by dividing the target amount of the LTI by the average share price of SUSS MicroTec (mean of the closing prices in XETRA trading (or a comparable successor system) of Deutsche Börse AG over the last 60 trading days before the start of the performance period). The number of VPS can increase or decrease depending on the achievement of the two financial performance criteria (return on capital employed [ROCE] and sales growth) as well as a performance criterion based on the development of the share price (relative total shareholder return [TSR] compared to two peer groups). The three LTI performance criteria are equally weighted, with one third each going into the overall target achievement.

Financial Performance Criteria – ROCE&Sales Growth

This part of the LTI is measured by the achievement of the two financial performance criteria ROCE and sales growth. Both performance targets promote the implementation of the business strategy of SUSS MicroTec and take into account the LTI's focus on the long-term development of the Company.

> ROCE: ROCE for the performance period is calculated as the equally weighted average of the actual ROCE values for the individual fiscal years in the performance period. The actual ROCE value for each fiscal year is

calculated as the quotient of earnings before interest and taxes (EBIT) as reported in the audited and approved consolidated financial statements of the Company, the average capital employed based on the Quarterly Reports, and the audited and approved consolidated financial statements in the respective fiscal year. ROCE is an important profitability indicator that describes the return on capital employed. The individual components of ROCE are each strategically important key figures for the Company. The optimization of the individual components leads accordingly to an improvement in the ROCE and therefore to a better use of the capital employed in the Company. The average ROCE within the performance period is decisive for achieving the target.

> Sales growth: Sales growth refers to the increase in Group sales within the performance period and is measured as the compound annual growth rate (CAGR). In principle, the Company should grow at least as fast as the market volume of the reference markets over the cycle, since otherwise there is a risk of losing market share in the medium and long term. Only through sustainable sales growth can the Company succeed in maintaining its leading market position in the relevant target markets in the long term and generate sustainable positive cash flows and thus funds for investments such as innovations or research and development.

Before the start of a fiscal year, the Supervisory Board sets ambitious targets (including threshold and cap values) for each performance criterion for the respective new tranche. These values remain applicable throughout the three-year performance period of a tranche. The target value to be set by the Supervisory Board is based on the expected return on capital employed according to the business strategy (for the ROCE performance criterion) or on the strategically planned sales growth (for the sales growth performance criterion) so that a high strategic relevance of the performance criteria can be ensured.

The Supervisory Board determines whether the financial performance criteria have been met after approving the consolidated financial statements for the final year of the performance period. Target achievement for the financial performance criteria is determined by comparing the respective actual value achieved during the performance period with the defined target value. Target achievement is converted into a payout factor for each performance criterion using a bonus curve. If the respective target achievement is lower than the threshold, the payout factor for the respective performance criterion is 0 percent, meaning total failure to meet the financial respective targets is possible. If the target is achieved at the threshold level, the payout factor is 50 percent. If the actual value corresponds to the target value, the payout factor is 100 percent. If the target achievement is equal to or greater than the cap value, the payout factor is 200 percent.

For the financial targets, the bonus curves are diagrammed as follows:

Payment factor in percent

Share Price-Based Performance Criterion – Relative TSR

The third performance criterion, relative total shareholder return (TSR), compares the TSR performance of SUSS MicroTec with the TSR performance of two peer groups, the Philadelphia Semiconductor Index as an international sector index, and the DAXsector Technology Index as a German index with a technology focus. The share-based provision of the LTI and the integration of a further share price-based performance criterion strengthen the alignment of interests between the Management Board members and shareholders.

The calculation of target achievement is based on the TSR outperformance for SUSS MicroTec compared to the two benchmark indices. The outperformance corresponds to the difference between the TSR of the SUSS MicroTec share and the TSR of the respective peer group in percentage points. An identical TSR performance from SUSS MicroTec and the respective benchmark index leads to a TRS outperformance of 0 percent and corresponds to a target achievement of 100 percent. The threshold of −30 percent means that the TSR performance of SUSS MicroTec is 30 percent below the index performance and corresponds to a payout of 30 percent. In the case of an outperformance of +30 percent for SUSS MicroTec compared to the benchmark index, the payout is capped at 200 percent. The bonus curve is diagrammed as follows:

Payment factor in percent

The payout factors determined based on the TSR outperformance versus the respective benchmark index are taken into account on an equally weighted basis when determining the final payout factor for the relative TSR.

To determine the overall target achievement in the LTI, the calculated payout factors of ROCE, sales growth, and relative TSR are each multiplied by 1/3 and added together, i.e., they are included in the overall target achievement with equal weight.

The final number of VPS will be determined after the end of the three-year performance period. For this purpose, the number of VPS conditionally granted at the beginning for the performance period is multiplied by the overall target achievement. The resulting final number of VPS is multiplied in the next step with the average share price of SUSS MicroTec (mean of the closing prices in XETRA trading or a comparable successor system of Deutsche Börse AG over the last 60 trading days before the end of the performance period) to determine the payout amount. The amount thereby designated for payment is not paid out until after a one-year lock-up period so that the total inflow does not occur until four years after allocation at the earliest. The payout amount is capped at 300 percent of the target amount.

The VPS are paid out in cash. The Supervisory Board is entitled to pay out the LTI in full or in part as no-par value shares in SUSS MicroTec instead of a cash payment. A subsequent adjustment of the defined performance criteria or the target values or comparison parameters for the performance criteria within the meaning of Recommendation G.8 of the German Corporate Governance Code is excluded. The Supervisory Board is able to take into account

extraordinary developments to an appropriate extent (G.11 German Corporate Governance Code). If the Supervisory Board makes use of this option, the reasons for an adjustment and its scope will be communicated in the remuneration report for the fiscal year.

Target Values (LTI) – the Performance Period of the 2021 Tranche ends on December 31, 2023

1st tranche 2021–2023	Weighting	Threshold for 0% target achieve ment	Threshold for 100% target achievement	Threshold for 200% target achievement	Model values tranche 1
Return on capital employed (ROCE)	1/3	14%	19%	24%	18.40%
Increase in sales	1/3	6.72%	9.60%	12.48%	10.48%
Relative TSR1	1/3	−30%	0%	30%	−9.97%

Target Values (LTI) – the Performance Period of the 2022 Tranche ends on December 31, 2024

2nd tranche 2022–2024	Weighting	Threshold for 0% target achieve ment	Threshold for 100% target achievement	Threshold for 200% target achievement	Model values tranche 2
Return on capital employed (ROCE)	1/3	14%	19%	24%	21%
Increase in sales	1/3	7.71%	11.01%	14.31%	14.34%
Relative TSR1	1/3	−30%	0%	30%	−0.18%

1 The percentage figures relate to TSR outperformance (calculated using the average closing prices of the last 30 trading days in XETRA trading)

With the exception of Dr. Bernd Schulte, the above target values and achievements of the LTI tranches 2021 and 2022 apply to each of the Management Board members in office in the 2022 fiscal year, including Dr. Goetz Bendele, who stepped down from the Management Board on December 15, 2022. Due to Dr. Bernd Schulte's period of service of less than three months in fiscal year 2022 as part of his secondment to the Management Board of the Company by the Supervisory Board, which is limited to one year until October 16, 2023, no variable remuneration components were relevant for his Management Board remuneration in this period.

Malus and Clawback

The Supervisory Board has the option to withhold (malus) or reclaim (clawback) variable remuneration components in part or in full in the cases listed below.

In the event of at least one serious and culpable breach by the Management Board member of statutory or contractual obligations or obligations arising from the articles of incorporation of the Company or the Company bylaws for the Management Board, the Supervisory Board may, at its due discretion, reduce and retain variable remuneration components that have not yet been paid out or reclaim variable remuneration components that have already been

paid out. An assertion of the clawback right is excluded if the breach of obligation dates back more than ten years.

If variable remuneration components were wrongly paid out to the Management Board member based on incorrect data, the Supervisory Board may, at its due discretion, demand the full or partial return of the difference resulting from the recalculation of the amount of variable remuneration compared to the amount paid out.

The clawback and malus rights shall also exist if the position or employment relationship of the Management Board member has already ended at the time the clawback and / or malus rights are asserted. The Management Board member may not appeal the fact that the reclaimed variable remuneration is no longer available in their assets. Claims by the Company for damages, in particular under Section 93 (2)(1) of the German Stock Corporation Law (AktG), the right of the Company to revoke the appointment pursuant to Section 84 (3) AktG, and the right of the Company to terminate the employment contract without notice (Section 626 (1) of the German Civil Code [BGB]) shall remain unaffected.

In the year under review, no circumstances were identified that would have justified a corresponding withholding or clawback. Accordingly, no use was made of the option to withhold or clawback variable remuneration components.

Special Bonus

The Supervisory Board has the right to grant a special payment to the Management Board members in the event of special circumstances or developments. For example, in order to recruit qualified candidates for the Management Board, the Supervisory Board may grant Management Board Members appointed for the first time an appropriate sign-on bonus in line with market conditions, e.g., to offset forfeited compensation benefits from previous employment or service agreements. Similarly, a special bonus may be awarded, for example, as a result of significant changes in the corporate structure, e.g., through the acquisition or disposal of significant parts of the Company. The payout amount of special bonuses is limited to 1.5 times the basic remuneration.

In the line with an appropriate and market-driven starting bonus and in order to attract new members to the Management Board, one-time sign-on and retention bonuses were offered to Dr. Goetz M. Bendele and Dr. Thomas Rohe in fiscal year 2021, as described in more detail in the related Remuneration Report. In accordance with the contract, the first of a total of three annual tranches of 3,500 SÜSS MicroTec SE performance shares was paid out to Dr. Goetz M. Bendele in June 2022, with the amount paid out per performance share being calculated on the basis of the average closing price (arithmetic mean) of the Company's no-par value shares in XETRA trading over the last 60 trading days in the 2021 fiscal year. In accordance with the contract, the second of a total of three equal annual installments of € 20,000.00 each of the retention bonus was paid to Dr. Thomas Rohe in May 2022.

Maximum Remuneration

In addition to the caps at the level of the individual performance criteria and the variable remuneration components, the Remuneration System 2021 includes a cap on the remuneration amount at the level of the Management Board as a whole and at the level of the individual Management Board members. The total remuneration paid to the Management Board of SÜSS MicroTec as a whole within one year may not exceed a value of up to € 5,800,000 for up to three Management Board Members. If a fourth Management Board member is appointed, the maximum compensation of the Management Board as a whole is € 7,500,000. The total remuneration of the Management Board as a whole consists of the sum of the fixed remuneration, fringe benefits, STI, LTI, and special bonuses paid to all Management Board members. At the level of individual Management Board members, this means that the total annual remuneration is capped at 2.7 times the target total remuneration for the respective year. Prior to payment of the variable Management Board remuneration, compliance with the maximum remuneration is monitored by the Personnel Committee.

Remuneration of the Management Board Members in the 2022 Fiscal Year

The tables below show the respective target remuneration of the Management Board members in the reporting year for the 2022 fiscal year. This comprises the target remuneration promised for the fiscal year, which is granted if 100 percent of the target is achieved, supplemented by details of the minimum and maximum remuneration achievable on an individual basis. There are no differences in the basic remuneration and fringe benefits.

Target remuneration of the Management Board members:

Dr. Bernd Schulte, Chief Executive Officer (CEO), Entry date: 10/17/2022

Target remuneration	2022 (100%)	2021 (100%)	2022 (Min)	2022 (Max)
Basic remuneration	76,660.71	−	76,660.71	76,660.71
1 Fringe benefits (fixed)	2,586.67	−	2,586.67	2,586.67
Expenses for retirement benefits	−	−	−	−
Total	79,247.38	−	79,247.38	79,247.38
Short-term variable remuneration (STI)	−	−	−	−
Long-term variable remuneration (LTI): 2021 tranche (performance period 01/01/2021 to 12/31/2023 and lock-up period 01/01/2024 to 12/31/2024)	−	−	−	−
Long-term variable remuneration (LTI): 2022 tranche (performance period 01/01/2022 to 12/31/2024 and lock-up period 01/01/2025 to 12/31/2025)	−	−	−	−
Total remuneration	79,247.38	−	79,247.38	79,247.38

1 Includes: Allowance for optional retirement insurance Company share of legal or private health insurance

Target remuneration	2022 (100%)	2021 (100%)	2022 (Min)	2022 (Max)
Basic remuneration	287,839.29	243,000.00	243,000.00	243,000.00
Fringe benefits (fixed) 1	21,159.40	19,191.36	19,191.36	19,191.36
Other (sign-on and retention bonus) 2	47,355.00	76,650.00	–	–
of which investment in SUSS MicroTec shares	–	–	–	–
Expenses for retirement benefits	−	−	−	−
Total	356,353.69	338,841.36	262,191.36	262,191.36
Short-term variable remuneration (STI) 3	160,335.62	135,000.00	−	320,671.23
Long-term variable remuneration (LTI): 2021 tranche (performance period 01/01/2021 to 12/31/2023 and lock-up period 01/01/2024 to 12/31/2024)	−	162,000.00	−	−
Long-term variable remuneration (LTI): 2022 tranche (performance period 01/01/2022 to 12/31/2024 and lock-up period 01/01/2025 to 12/31/2025)	192,402.74	−	−	577,208.22
Other (sign-on and retention bonus) 2	52,465.00	–	–	577,208.22
of which investment in SUSS MicroTec shares	–	–	–	–
Total remuneration	709,101.38	635,841.36	262,191.36	1,160,070.81

Dr. Goetz M Bendele, Former Chief Executive Officer (CEO), Exit date: 10/16/2022

1 Includes: Allowance for optional retirement insurance Monetary value of private vehicle or car allowance Company share of legal or private health insurance

2 Dr. Goetz M. Bendele receives a sign-on and retention bonus in the form of an allocation of 10,500 performance shares, which are paid out in 3 tranches of 3,500 performance shares each with the variable remuneration, as long as the employment relationship exists for a maximum of 3 years.

3 Because the contract was terminated, the short-term variable remuneration (STI) was determined pro rata temporis. At the time the termination agreement was concluded, the degree of target achievement for the STI 2022 had not yet been determined, which is why the parties agreed on an overall target achievement level of 100 percent for the STI 2022 as a flat rate.

Oliver Albrecht, Chief Financial Officer (CFO), Entry date: 11/18/2019
Target remuneration	2022 (100%)	2021 (100%)	2022 (Min)	2022 (Max)
Basic remuneration	300,000.00	300,000.00	300,000.00	300,000.00
Fringe benefits (fixed) 1	23,400.48	24,435.88	23,400.48	23,400.48
Expenses for retirement benefits	−	−	−	−
Total	323,400.48	324,435.88	323,400.48	323,400.48
Short-term variable remuneration (STI)	97,500.00	97,500.00	−	195,000.00
Long-term variable remuneration (LTI): 2021 tranche (performance period 01/01/2021 to 12/31/2023 and lock-up period 01/01/2024 to 12/31/2024) 2	−	102,500.00	−	−
Long-term variable remuneration (LTI): 2022 tranche (performance period 01/01/2022 to 12/31/2024 and lock-up period 01/01/2025 to 12/31/2025) 2	102,500.00	−	−	307,500.00
Total remuneration	523,400.48	524,435.88	323,400.48	825,900.48

1 Includes: Allowance for optional retirement insurance Monetary value of private vehicle or car allowance Company share of legal or private health insurance

2 A lock-up period of three years applies to shares acquired in accordance with the variable remuneration system in force at December 31, 2020 as part of the variable remuneration (after deduction of personal taxes). The new remuneration system applicable from January 1, 2021 does not provide for mandatory investment of the STI bonus in SUSS MicroTec shares.

Dr. Thomas Rohe, Chief Operations Officer (COO), Entry date: 05/01/2021 Target remuneration	2022 (100%)	2021 (100%)	2022 (Min)	2022 (Max)
Basic remuneration	202,500.00	135,000.00	135,000.00	135,000.00
Fringe benefits (fixed) 1	47,331.92	20,178.40	20,178.40	20,178.40
Other (sign-on bonus and retention bonus) 2	20,000.00	70,000.00	–	–
of which investment in SUSS MicroTec shares	–	50,000.00	–	–
Expenses for retirement benefits	–	–	−	−
Total	269,831.92	225,178.40	155,178.40	155,178.40
Short-term variable remuneration (STI)	112,500.00	75,000.00	−	225,000.00
Long-term variable remuneration (LTI): 2021 tranche (performance period 01/01/2021 to 12/31/2023 and lock-up period 01/01/2024 to 12/31/2024)	−	90,000.00	−	−
Long-term variable remuneration (LTI): 2022 tranche (performance period 01/01/2022 to 12/31/2024 and lock-up period 01/01/2025 to 12/31/2025)	135,000.00	−	−	405,000.00
Total remuneration	517,331.92	390,178.40	155,178.40	785,178.40

Remuneration granted and owed to members of the Management Board in fiscal year 2022:

In the interests of transparency and reporting that is as close to the period as possible, remuneration is reported in accordance with a performance-based interpretation. Accordingly, the short-term variable remuneration (STI) for the 2022 fiscal year, for example, is considered to be granted or owed, although it is not due for payment until the 2023 fiscal year. The background to this is that the underlying performance had been provided in full by the end of the 2022 fiscal year.

In the 2022 fiscal year, the current and former members of the Management Board were remunerated as shown in the following tables.

1 Includes: Allowance for optional retirement insurance Monetary value of private vehicle or car allowance Company share of legal or private health insurance Allowance for moving and additional living expenses (limited to six months) Allowance for rental costs

2 Dr. Thomas Rohe receives a sign-on bonus of € 20,000 for the term of his employment contract.

Remuneration granted and owed

		Dr. Thomas Rohe Chief Operations Officer (COO) Entry date: 05/01/2021			Former Chief Executive Officer (CEO)
	2022	in %	2021	in %	2022	in %	2021	in %
Basic remuneration	202,500.00	34.5	135,000.00	34.9	287,839.29	17.9	243,000.00	38.6
Fringe benefits (fixed)	47,331.92	8.1	20,178.00	5.2	21,159.40	1.3	19,191.00	3.0
Expenses for retirement benefits	–	0.0	–	0.0	–	0.0	–	0.0
Other (sign-on bonus)	20,000.00	3.4	70,000.00	18.1	47,355.00	2.9	76,650.00	12.2
of which investment in SUSS MicroTec shares	–	0.0	50,000.00	12.9	–	0.0	–	0.0
Severance payments	–	0.0	–	0.0	710,000.00	44.2	–	0.0
Total	269,831.92	46.0	225,178.00	58.2	1,066,353.69	66.4	338,841.00	53.8
Single-year variable remuneration (STI)	108,000.00	18.4	65,872.50	17.0	160,335.62	10.0	118,570.00	18.8
Other (sign-on bonus)	–	0.0%	–	0.0%	52,465.00	3.3	0.0%	–
of which investment in SUSS MicroTec shares	–	0.0%	–	0.0%	–	–	0.0%	–
Multi-year variable remuneration 2020–2021 (LTI)	−	0.0	−	0.0	−	3.3	−	0.0
Long-term variable remuneration (LTI): 2021 tranche (performance period 1/1/2021 to 12/31/2023 and lock-up 1 period 1/1/2024 to 12/31/2024)	75,723.66	12.9	95,964.54	24.8	136,302.58	8.5	172,748.52	27.4
Long-term variable remuneration (LTI): 2022 tranche (performance period 01/01/2022 to 12/31/2024 and lock-up period 01/01/2024 to 12/31/2024) 1	133,473.85	22.7	–	0.0	190,227.67	11.8	−	0.0
Total remuneration2	587,029.43	100.0	387,015.04	100.0	1,605.684.55	100.0	630,159.52	100.0

1 Recognition of the first tranche (2021–2023) and the second tranche (2022–2024) for the LTI under the new remuneration system will not take place until the end of the period. The amount of the provision can be found in Note (24) to the consolidated financial statements.

2 For Dr. Thomas Rohe, the maximum total annual remuneration (= 2.7 times the target total remuneration in each case) of € 1,053,481.68 was complied with in the 2022 fiscal year.In addition, with total remuneration for the entire Management Board of € 2,825,256.33 in the 2022 fiscal year, the maximum total remuneration for the entire Management Board of € 5,800,000 (for up to three members of the Management Board) was complied with. For Dr. Goetz M. Bendele, the maximum total annual remuneration (= 2.7 times the target total remuneration in each case) of € 1,716,771.67 was complied with in the 2022 fiscal year.

Pensions

There are no pension obligations for current members or former members of the Management Board.

Benefits due to Termination of Employment in the 2022 Fiscal Year

An agreement on the early termination of the employment contract was reached with Dr. Goetz Bendele on December 15, 2022, although Dr. Goetz Bendele's employment had already been suspended since October 17, 2022, due to his time off to care for a sick family member. As part of the termination agreement, it was agreed for the short-term variable remuneration for the 2022 fiscal year (STI 2022), which was earned on a pro rata basis up to October 16, 2022, that the overall degree of target achievement of the STI, which had not yet been determined at this point in time, was 100 percent and that half of the STI 2022 would be paid with the regular payment run in January 2023, while the other half of the STI 2022 would continue to be paid with the regular payment run for the calendar month following the approval of the Company's consolidated financial statements for the 2022 fiscal year by the Supervisory Board. The LTI tranches previously granted to Dr. Goetz Bendele (LTI tranche 2021 and LTI tranche 2022) remain in

place and will be paid out regularly in accordance with the plan conditions. Upon conclusion of the termination agreement, the performance shares of the second and third annual tranches of 3,500 performance shares each granted to Dr. Goetz Bendele by way of the sign-on and retention bonus and not yet paid out were vested and will be settled in accordance with the bonus plan conditions. Due to the termination of the employment relationship, to settle claims for remuneration for the remaining term of the employment contract, the Company paid Dr. Goetz Bendele a one-time settlement of € 710,000.00 gross with the regular payment run in January 2023.

Remuneration of the Supervisory Board Members

The remuneration of the Supervisory Board members is set out in greater detail in Section 20 of the articles of incorporation of the Company. The Supervisory Board members receive fixed annual remuneration of € 45,000.00. The Chairman of the Supervisory Board receives 2.0 times and the Deputy Chairman 1.5 times the remuneration granted in accordance with sentence 1. In addition, each member of the Audit Committee receives an annual fixed remuneration of € 15,000.00, and each member of the Personnel Committee receives an annual fixed remuneration of € 10,000.00. The Chairs of the committees each receive 2.0 times the aforementioned amounts. If a Supervisory Board member sits on several committees at a time, only the highest-paid committee membership is remunerated in addition to the fixed annual remuneration pursuant to sentence 1. In addition, each Supervisory Board Member receives meeting attendance compensation of € 1,000.00 for participating in meetings of the Supervisory Board and meetings of a committee of which he or she is a member such as face-to-face meetings, telephone or video conferences, or a corresponding connection. Multiple meetings (regardless of whether they are meetings for the Supervisory Board or committees) held on the same day are not remunerated more than once.

In the 2022 fiscal year, the current and former members of the Supervisory Board were remunerated as follows:

2022

Fixed remuneration	in %	Meeting attendance remuneration for the Supervisory Board	in %	Committee remuneration	in %	Meeting attendance remuneration for committees	in %	Total remuneration
90,000.00	65.7	13,000.00	9.5	20,000.00	14.6	14,000.00	10.2	137,000.00
67,500.00	67.2	13,000.00	12.9	10,000.00	10.0	10,000.00	10.0	100,500.00
37,356.00	50.5	11,000.00	14.9	22,603.00	6.7	3,000.00	4.1	73,959.00
7,397.00	51.6	1,000.00	7.0	4,932.00	104.7	1,000.00	7.0	14,329.00
45,000.00	56.3	13,000.00	16.3	15,000.00	18.8	7,000.00	8.8	80,000.00
35,630.00	57.9	8,000.00	13.0	7,918.00	12.9	10,000.00	16.2	61,548.00

2021

in €	Fixed remuneration	in %	Meeting attendance remuneration for the Supervisory Board	in %	Committee remuneration	in %	Meeting attendance remuneration for committees	in %	Total remuneration
Supervisory Board
Dr. David Dean (Chair of the Supervisory Board)	75,000.00	67.6	20,000.00	18.0	10,000.00	9.0	6,000.00	5.4	111,000.00
Dr. Myriam Jahn (Deputy Chair of the Supervisory Board)	58,750.00	67.7	20,000.00	23.1	5,000.00	5.8	3,000.00	3.5	86,750.00
Dr. Dietmar Meister	45,000.00	53.6	20,000.00	23.8	15,000.00	17.9	4,000.00	4.8	84,000.00
Jan Smits	45,000.00	58.8	20,000.00	26.1	7,500.00	9.8	4,000.00	5.2	76,500.00
Dr. Bernd Schulte	45,000.00	61.6	20,000.00	27.4	5,000.00	6.8	3,000.00	4.1	73,000.00

No remuneration was granted or owed to former members of the Supervisory Board in the 2022 fiscal year.

In the 2022 fiscal year, neither members of the Supervisory Board nor persons or companies affiliated with them received any remuneration or benefits for personal services, particularly consultation and placement services.

Comparative Presentation of Remuneration and Earnings Development

The following comparative presentation shows the annual change in remuneration granted and owed to current and former members of the Management Board and Supervisory Board, the Company's earnings development and employee remuneration on a full-time equivalent basis. The development of the Company's earnings is not only presented on the basis of the respective net profit or loss for the year (HGB), but also (voluntarily) on the basis of the consolidated net profit for the year (IFRS), as this indicator is used as a performance criterion for the variable remuneration of the Management Board members. With regard to the average remuneration of employees, the wages and salaries as well as the number of employees of all German Group companies in the respective fiscal year are used as a basis.

Comparative presentation of the remuneration and earnings development

in € thousand	2022	Change vs. PY	2021	Change vs. PY	2020	Change vs. PY	2019	Change vs. PY	2018
Remuneration of the Management Board
Dr. Bernd Schulte (Entry date: 10/17/2022)	79
Dr. Goetz M. Bendele (Departure date: 12/31/2022)	1,227	168.5%	457
Oliver Albrecht (Entry date: 11/18/2019)	418	2.2%	409	−28.5%	572	979.2%	53
Dr. Thomas Rohe (Entry date: 05/01/2021)	379	30.2%	291
Dr. Franz Richter (Departure date: 04/30/2021)	0		330	−52.2%	691	24.5%	555	−9.6%	614
Robert Leurs (Departure date: 11/17/2019, entry date: 12/01/2017)							820	60.6%	510
Walter Braun (Departure date: 09/11/2018)									989

Comparative presentation of the remuneration and earnings development

in € thousand	2022	Change vs. PY	2021	Change vs. PY	2020	Change vs. PY	2019	Change vs. PY	2018
Remuneration of the Supervisory Board
Dr. David Dean (since 05/20/2020)	137	23.4%	111	101.8%	55
Dr. Myriam Jahn (since 05/31/2017)	101	16.1%	87	14.5%	76	24.6%	61	3.4%	59
Dr. Dietmar Meister (until 03/01/2022)	14	−83.3%	84	15.1%	73	102.8%	36
Jan Smits (since 05/20/2020)	80	3.9%	77	67.4%	46
Dr. Bernd Schulte (until 10/16/2022)	62	−15.1%	73	386.7%	15
Prof. Dr. Mirja Steinkamp (since 03/04/2022)	74
Dr. Stefan Reineck (until 05/20/2020)					35	−53.9%	76	2.7%	74
Jan Teichert (until 04/30/2020)					24	−63.6%	66	3.1%	64
Gerhard Pegam (until 03/25/2020)					16	−73.8%	61	3.4%	59
Earnings development
Net profit for the year for SÜSS MicroTec SE	12,203	−69%	39,591	5,429.6%	716	−103,9%	−18,536	−18,840%	99
Net profit for the year for the Group	24,529	53.2%	16,015	29.5%	12,363	−176.0%	−16,261	−439.9%	4,784
Average employee remuneration
German SUSS MicroTec companies	85.7	19.2%	71.9	0.1%	71.8	6.4%	67.5	−0.4%	67.8

Other

SUSS MicroTec has taken out directors' and officers' liability insurance (D&O insurance) for the members of the Management Board and Supervisory Board. The premiums for this are paid by the Company. In accordance with the requirements of stock corporation law, a deductible of 10 percent of the loss up to the amount of one and a half times the annual fixed remuneration of the respective Management Board member is provided for the members of the Management Board. Due to the current version of the German Corporate Governance Code, there is no longer a deductible for members of the Supervisory Board. Moreover, the members of the Management Board are included in a group accident insurance policy. The premiums for this are also paid by the Company.

Audit Certificate of the Independent Auditor

to SUSS MicroTec SE, Garching, Germany

Certificate Regarding the Audit of the Consolidated Financial Statements and the Group Management Report, which is Combined with the Company Management Report

Audit opinion

We have audited the consolidated financial statements of SÜSS MicroTec SE and its subsidiaries (the Group), which comprise the consolidated statement of financial position as of December 31, 2022, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, and the consolidated statement of cash flows for the fiscal year from January 1, 2022 to December 31, 2022, and notes to the consolidated financial statements, including a summary of significant accounting policies. We have also audited the group management report of SÜSS MicroTec SE for the fiscal year from January 1, 2022, to December 31, 2022. In accordance with German legal requirements, we have not audited the content of the non-financial statement and the corporate governance statement contained in the condensed management report.

In our opinion, based on the insights gained in the audit:

> the attached consolidated financial statements comply with IFRS, as applicable in the EU, in all material respects as well as the supplementary regulations under German law according to Section 315e (1) of the German Commercial Code (HGB). In addition, they convey in accordance with these principles an accurate view of the net assets and financial position of the Group as of December 31, 2022, and its results of operations for the fiscal year from January 1, 2022, to December 31, 2022, and

> the attached group management report conveys an overall accurate picture of the condition of the Group. In all material respects, this group management report is consistent with the consolidated financial statements, complies with German legal regulations, and presents the opportunities and risks of future development accurately. Our audit opinion on the group management report does not cover the content of the above-mentioned non-financial statement and corporate governance statement.

According to Section 322 (3)(1) of the HGB, we declare that our audit has not led to any objections regarding the accuracy of the consolidated financial statements and the group management report.

Basis for the Audit Opinion

We have conducted our audit of the consolidated financial statements and the group management report in accordance with Section 317 of the HGB and the EU Auditor Regulation (No. 537/2014; referred to below as "EU-APrVO"), taking into account the generally accepted German accounting principles promulgated by the Institute of Public Auditors in Germany (IDW). Our responsibility according to these regulations and principles is further described in the "Responsibility of the Auditor for the Audit of the Consolidated Financial Statements and Group Management Report" section of our audit certificate. We are independent of the Group companies in accordance with European legal and German commercial and professional legal regulations and have fulfilled our other German professional obligations in accordance with these requirements. In addition, we declare in accordance with Article 10 (2)f of the EU-APrVo that we have not performed any prohibited non-auditing services in accordance with Article 5 (1) of the EU-APrVO. We are of the opinion that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements and the group management report.

Particularly Important Issues in the Audit of the Consolidated Financial Statements

Particularly important audit issues are those matters that were the most significant in our dutiful judgment in our audit of the consolidated financial statements for the fiscal year from January 1, 2022, to December 31, 2022. These issues were taken into account in connection with our audit of the consolidated financial statements as a whole and in the formation of our audit opinion on them; we do not issue any separate audit opinion on these issues.

In our opinion, the following matters were most significant in our audit:

• > Impairment of goodwill
• > Impairment of deferred taxes

We have structured our presentation of these key audit matters as follows:

• > Situation and problems
• > Audit approach and insights
• > Reference to further information

In the following, we present the audit matters of particular importance:

Impairment of goodwill

• 1. In the consolidated financial statements of SÜSS MicroTec SE, goodwill in the amount of € 18.6 million is reported under the balance sheet item "Goodwill" representing approximately 5.3 percent of total assets. The Company allocates goodwill to the relevant groups of cash-generating units. Goodwill is tested for impairment ("Impairment Test") by the Company annually at the reporting date or as required. The use values are compared with the carrying amounts of the corresponding group of cash-generating units. These valuations are regularly based on the present value of future cash flows of the cash-generating unit to which the respective goodwill is allocated. The valuations are based on the budgets of the individual cash-generating units, which are based on the financial plans approved by management. Discounting is performed using the weighted average cost of capital of the respective cash-generating unit. The result of this valuation is highly dependent on the estimation of future cash inflows by the legal representatives of the Company and the discount rate used, and is therefore subject to considerable uncertainty, which is why this matter is of particular importance in the context of our audit.
• 1. To address this risk, we critically assessed management's assumptions and estimates, including the following audit procedures:
• > We have traced the methodological approach used to perform the impairment tests and assessed the determination of the weighted average cost of capital.
• > We have satisfied ourselves that the future cash inflows underlying the valuations and the discount rates used provide an appropriate overall basis for the impairment tests of the individual cash-generating units.
• > Our assessment was based, among other things, on a comparison with general and industry-specific market expectations as well as extensive explanations by management on the key value drivers of the plans and a comparison of this information with the current budgets from the planning approved by the Supervisory Board.
• > With the knowledge that even relatively small changes in the discount rate can have a material impact on the amount of the use value determined in this manner, we considered the parameters used in determining the discount rate applied, including the weighted average cost of capital ("WACC"), and followed the Company's calculation scheme.
• > We have determined that the respective goodwill and overall the carrying amounts of the relevant groups of cash-generating units are covered by the discounted future cash flows as of the reporting date.
• 1. The Company's disclosures on goodwill are included in note 12 to the financial statements.

Impairment of deferred taxes

1. SÜSS MicroTec SE shows deferred tax assets totaling € 1.4 million in its consolidated financial statements under the balance sheet item "Deferred tax assets", which includes deferred tax assets due to tax loss carryforwards in the amount of € 930 million.

Deferred tax assets have been recognized to the extent that it is probable, based on management's assessment, that taxable profit will be available in the foreseeable future against which deductible temporary differences and unused tax losses can be used. For this purpose, forecasts of future tax results are determined, which are derived from the approved planning calculation. Deferred taxes are calculated on the basis of the tax rates applicable in future years to the extent that they have already been enacted by law or the legislative process has been substantially completed. From our point of view, these matters were of particular importance as they are highly dependent on the assessment and assumptions of the legal representatives and are subject to uncertainty.

• 1. To address this risk, we critically assessed management's assumptions and estimates, including the following audit procedures:
• > Gaining an understanding of management's conceptualization of the deferred tax accounting process.
• > Assessment of the recognition and valuation of deferred taxes.
• > Assessment of the impairment, to the extent that there were insufficient deferred tax liabilities, on the basis of the tax planning prepared by the legal representatives and assessing the appropriateness of the planning basis used.

Based on our audit procedures, we were able to understand the assumptions made by management regarding the recognition and valuation of deferred taxes and satisfy ourselves as to their appropriateness.

1. The Company's disclosures on deferred taxes are included in note 8 to the financial statements.

Other information

The legal representatives are responsible for other information. Other information includes:

• > The Group declaration on corporate governance included in the condensed management report 2022,
• > Disclosures on the non-financial Group declaration and declaration of compliance of the condensed management report 2022,
• > The remaining parts of the annual report, with the exception of the audited annual financial statements, the condensed management report, and our audit certificate.
• > Alternative key performance indicators of the SUSS Group.

Our audit opinion on the consolidated financial statements and the group management report, which is combined with the management report of SÜSS MicroTec SE, do not cover the other information. Accordingly, we are issuing neither an audit opinion nor any other form of audit conclusion regarding it.

In connection with our audit, we have the responsibility to read other information and to evaluate whether the other information

> indicates material discrepancies from the consolidated financial statements, the group management report, which is combined with the management report of SUSS MicroTec, or the insights we gained during the audit, or whether it

> otherwise appears to contain material misrepresentations.

Responsibility of the legal representatives and the Supervisory Board for the consolidated financial statements and the group management report, which is combined with the Company management report

The legal representatives are responsible for the preparation of the consolidated financial statements, which comply with IFRS, as applicable in the EU, as well as the supplementary regulations under German law according to Section 315e (1) of the German Commercial Code (HGB) in all material respects. In addition, they convey in accordance with these principles an accurate view of the net assets, financial position, and results of operations of the Group. Furthermore, the legal representatives are responsible for internal controls that they determine are necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud (i.e., fraudulent accounting manipulations and misstatements of assets) or error.

During the preparation of the consolidated financial statements, the legal representatives are responsible for assessing the ability of the Group to continue its corporate activities. Furthermore, they bear responsibility for indicating any issues in connection with the continuation of corporate activities, provided that they are relevant. In addition, they are responsible for accounting on the basis of the going concern principle, unless there is the intention to liquidate the Group or to discontinue business, or there is no realistic alternative.

The legal representatives are also responsible for the preparation of the group management report, which provides an overall accurate picture of the condition of the Group and is consistent with the consolidated financial statements in all material respects, complies with German legal regulations, and accurately presents the opportunities and risks of future development. Furthermore, the legal representatives are responsible for precautions and measures (systems) that they have deemed to be necessary in order to prepare a group management report in accordance with the applicable German legal provisions and in order to provide sufficient appropriate evidence for the statements in the management report.

The Supervisory Board is responsible for overseeing the Group's financial reporting process for the preparation of the consolidated financial statements and the Group management report, which is combined with the management report of SÜSS MicroTec SE.

Auditor's responsibility for the audit of the consolidated financial statements and the group management report, which is combined with the management report of the Company

Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misrepresentations, whether due to fraud or error, and whether the group management report as a whole provides a suitable view of the Group's position and is consistent, in all material respects, with the consolidated financial statements and the audit findings, complies with German legal requirements, and suitably presents the opportunities and risks of future development, and to issue an auditor's report that includes our audit opinion on the consolidated financial statements and the group management report.

Reasonable assurance is a high degree of assurance, but no guarantee that an audit performed in accordance with Section 317 of the HGB and the EU-APrVO, taking into account the generally accepted German accounting principles promulgated by the Institute of Public Auditors in Germany (IDW), uncovers every material misrepresentation. Misrepresentations may result from fraud or error and are considered material if, individually or collectively, they could reasonably be expected to influence the economic decisions of the addressees taken on the basis of these consolidated financial statements and the group management report, which is combined with the management report of SÜSS MicroTec SE.

During the audit, we exercise professional judgment and maintain an attitude of professional skepticism. In addition, we do the following:

• > Identify and assess the risks of material misrepresentations, due to fraud or error, of the consolidated financial statements and the group management report, which is combined with the management report of SÜSS MicroTec SE, plan and perform audit procedures in response to those risks, and obtain audit evidence that is sufficient and appropriate to serve as a basis for our audit opinion. The risk that material misrepresentations resulting from fraudulent activities will not be uncovered is higher than the risk that material misrepresentations resulting from errors will not be uncovered, as fraudulent activities may involve collusion, forgery, intentional omissions, misleading representations, or the bypassing of internal controls.
• > Gain an understanding of internal control relevant to the audit of the consolidated financial statements and of the arrangements and actions relevant to the audit of the group management report, which is combined with the management report of SÜSS MicroTec SE, in order to plan audit procedures that are appropriate under the given circumstances, but not for the purpose of issuing an audit opinion on the effectiveness of these systems.
• > Assess the appropriateness of the accounting methods applied by the legal representatives as well as the validity of the estimates presented by the legal representatives and the related information.
• > Draw conclusions regarding the appropriateness of the going concern accounting principle applied by the legal representatives as well as, on the basis of the audit evidence obtained, whether a material uncertainty exists in connection with events or circumstances that could cast meaningful doubt on the Group's ability to remain a going concern. If we conclude that a material uncertainty exists, we are obligated to call attention to the related information in the consolidated financial statements and the group management report or, if this information is inappropriate, to modify our respective audit opinion. We draw our conclusions based on the audit evidence obtained by the date of our audit certificate. However, future events or circumstances may prevent the Group from continuing its corporate activities.
• > Assess the presentation, the structure, and the contents of the consolidated financial statements as a whole, including both information and whether the consolidated financial statements present the underlying business transactions and events in such a way that the consolidated financial statements convey a picture of the Group's net assets, financial position and results of operations, taking into account IFRS, as applicable in the EU, and supplementary regulations under German law according to Section 315e (1) of the HGB.
• > Obtain sufficient appropriate audit evidence for the accounting information of the companies or the business activities within the Group in order to issue audit opinions on the consolidated financial statements and the group management report. We are responsible for directing, monitoring, and executing the audit of the consolidated financial statements. We bear sole responsibility for our audit opinion.
• > Assess the consistency of the group management report, which is combined with the management report of SÜSS MicroTec SE, with the consolidated financial statements, its legal compliance with the consolidated financial statements, and the picture it conveys of the Group's condition.

> Carry out audit procedures on the forward-looking statements presented by the legal representatives in the group management report, which is combined with the management report of SÜSS MicroTec SE. Based on sufficient appropriate audit evidence, we reproduce in particular the significant assumptions underlying the forward-looking statements of the legal representatives and assess the proper derivation of the forward-looking statements from these assumptions. We do not issue an independent audit opinion on the forward-looking statements and the underlying assumptions. A substantial unavoidable risk exists that future events may deviate significantly from the forward-looking statements.

We discuss with those responsible for oversight the planned scope and scheduling of the audit as well as significant audit findings, including potential flaws in the internal control system that we identify during our audit, among other issues.

We issue a declaration to those responsible for oversight that we have complied with the relevant independence requirements and discuss with them all relationships and other issues that can reasonably be assumed to affect our independence, and, where relevant, the actions taken or safeguards implemented to address the treats to our independence.

Of the issues that we have discussed with those responsible for oversight, we determine those issues that were most meaningful in the audit of the consolidated financial statements for the current reporting period and therefore constitute particularly important audit issues. We describe these issues in the audit certificate unless laws or other legal provisions preclude public disclosure of the issue.

Other Legal and Statutory Requirements

Requirements Report on the Audit of the Electronic Reproductions, Prepared for Disclosure Purposes, of the Consolidated Financial Statements and the Group Management Report, which is Combined with the Management Report of the Company, in Accordance with Section 317 (3a) of the German Commercial Code (HGB)

Audit opinion

In accordance with Section 317 (3a) of the German Commercial Code (HGB), we have performed an audit with reasonable assurance to determine whether the reproductions of the consolidated financial statements and the group management report, which is combined with the management report of SÜSS MicroTec SE, contained in the file named: 529900C3KRUTSYDK7N87-2022- 12-31-de-5.zip and prepared for the purpose of disclosure (hereinafter also referred to as the "ESEF documents") comply in all material respects with the requirements of Section 328 (1) HGB on the electronic reporting format ("ESEF format"). It therefore does not extend to the information contained in this representation or to other information contained in the aforementioned file.

In our opinion, the representations of the consolidated financial statements and the group management report, which is combined with the management report of SÜSS MicroTec SE, contained in the above-mentioned provided file and prepared for the purpose of disclosure comply in all material respects with the requirements of section 328 (1) HGB for the electronic reporting format. We express no opinion on the information contained in this representation, nor on any other information contained in the aforementioned file beyond this audit opinion and our audit opinions on the accompanying consolidated financial statements and the accompanying group management report, which is combined with the management report of SÜSS MicroTec SE, for the fiscal year from January 1, 2022 to December 31, 2022, contained in the preceding "Report on the audit of the consolidated financial statements and the condensed management report."

Basis for the audit opinion

We conducted our audit of the representations of the consolidated financial statements and the group management report, which is combined with the management report of SÜSS MicroTec SE, contained in the above-mentioned provided file, in accordance with Section 317 (3a) HGB and IDW Auditing Standard: Audit of Electronic Reproductions of Financial Statements and Management Reports Prepared for the Purposes of Disclosure pursuant to Section 317 (3a) HGB (IDW PS 410). Our responsibility according to these regulations is further described in the section "Responsibility of the auditor for the audit of the ESEF documents." Our auditing firm applied the IDW's quality assurance system requirements in accordance with its quality assurance standards. These concern the requirements for quality assurance at auditing firms (IDW QS 1).

Responsibility of the Legal Representatives and the Supervisory Board for the ESEF documents

The legal representatives of the Company are responsible for creating the ESEF documents including the electronic reproduction of the consolidated financial statements and the group management report, which is combined with the management report of SÜSS MicroTec SE, in accordance with Section 328 (1)(4)(1) HGB and for the certification of the consolidated financial statements in accordance with Section 328 (1)(4)(2) HGB.

In addition, the legal representatives are responsible for the internal controls they consider necessary to enable the preparation of ESEF documents that are free from material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB for the electronic reporting format.

The Supervisory Board is responsible for overseeing the process of preparation of the ESEF documents as part of the financial reporting process.

Responsibility of the auditor for the audit of the ESEF documents

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB. During the audit, we exercise professional judgment and maintain an attitude of professional skepticism. We also

• > identify and assess the risks of material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB, plan and carry out audit procedures in response to these risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinion.
• > obtain an understanding of internal control relevant to auditing the ESEF documents in order to plan audit procedures that are appropriate in the circumstances, but not for the purpose of issuing an audit opinion on the effectiveness of these controls.
• > evaluate the technical validity of the ESEF documents; that is, whether the attached file containing the ESEF documents meets the requirements of Delegated Regulation (EU) 2019 / 815 on the technical specification for this electronic file.
• > evaluate whether the ESEF documents enable an XHTML reproduction with content equivalent to the audited consolidated financial statements and the audited group management report, which is combined with the management report of SÜSS MicroTec SE.
• > evaluate the technical validity of the ESEF documents; that is, whether the attached file containing the ESEF documents meets the requirements of Delegated Regulation (EU) 2019 / 815 on the technical specification for this electronic file.

Other disclosures according to Article 10 EU-APrVO

We were chosen as auditors of the consolidated financial statements by the Shareholders' Meeting on May 31, 2022. We were commissioned by the Supervisory Board on September 14, 2022. The audit of SÜSS MicroTec SE is an initial audit.

We declare that the audit opinion contained in this audit certificate is consistent with the supplemental report to the Audit Committee according to Article 11 of the EU-APrVO (audit report).

Other Matters – Use of the Audit Certificate

Our audit certificate should always be read in conjunction with the audited consolidated financial statements and the audited group management report as well as the audited ESEF documents. The consolidated financial statements and the group management report converted into the ESEF format – including the versions to be entered in the companies register – are merely electronic reproductions of the audited consolidated financial statements and the audited group management report and do not replace these documents. In particular, the ESEF certificate and our audit opinion contained therein can only be used in conjunction with the audited ESEF documentation provided in electronic form.

Responsible Auditor

The auditor Tibor Abel is responsible for the audit.

Munich, March 30, 2023

Baker Tilly GmbH & Co. KG Auditing Firm (Düsseldorf)

Dr. Herder Abel Auditor Auditor