technotrans SE

Remuneration Information • Mar 14, 2023

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Remuneration Report

The Remuneration Report explains the remuneration of the members of the Board of Management and Supervisory Board of technotrans SE. In terms of its content the Remuneration Report is based in particular on the recommendations of the German Corporate Governance Code (GCGC) and the statutory requirements of the German Commercial Code (HGB) and German Stock Corporation Act (AktG).

Pursuant to Section 162 AktG, the company reports on the remuneration granted and paid to the members of the Board of Management and Supervisory Board in the 2022 financial year. The principles applied from the remuneration systems for the 2022 financial year are also presented.

Further particulars of the remuneration of governing bodies of technotrans SE can be found in the Notes to the Consolidated Financial Statements and in the Notes section of the annual financial statements of technotrans SE.

The annual preparation of the Remuneration Report in accordance with Section 162 AktG is the responsibility of the Board of Management and Supervisory Board. The Remuneration Report and the t on the formal audit conducted can be accessed on the website of technotrans SE at https://www.technotrans.com/company/corporate-governance/remunerationboard-of-management-supervisory-board.

Remuneration of the Board of Management

Resolution of the Annual General Meeting

Pursuant to Section 120a (1) AktG in the version in force since January 1, 2020, after the entry into force of the Shareholder Rights Directive Implementation Act (ARUG II) dated December 12, 2019, the Annual General Meeting of a listed company is to decide on the approval of the remuneration system for the Board of Management members each time the system undergoes material changes, but at least every four years.

On February 2, 2021 the Supervisory Board resolved a new remuneration system for the Board of Management members that meets the requirements of ARUG II and takes account of the recommendations of GCGC. The Annual General Meeting on May 7, 2021 approved the remuneration system set out below pursuant to Section 120a (1) AktG, without modifications, by a vote of 83.18 %.

At the Annual General Meeting on May 13, 2022 the Remuneration Report for the 2021 financial year prepared according to Section 162 AktG and formally audited was approved by a vote of 81.14 %. No changes were made to the remuneration system and Remuneration Report.

Fundamentals of the Board of Management remuneration system

The aim of the remuneration system for the Board of Management agreed by the Supervisory Board of technotrans SE is to remunerate the individual Board of Management members appropriately in line with their duties and areas of responsibility and to reflect the performance of each Board of Management member as well as the success of the company as a whole. It seeks to incentivise a sustainable increase in the corporate value of technotrans SE and successful, performance-led corporate governance. It also aims to support attainment of the corporate targets through the defined parameters. The strategic goals of the Group constitute the basis on which the performance criteria for the variable remuneration are selected. The Supervisory Board derived the financial goals for the target agreements for the Board of Management from the main financial ratios for the Group. Group EBIT and return on capital employed (ROCE) from the IFRS Consolidated Financial Statements form the basis for the target agreements with the Board of Management The target agreements are sub-divided into short-term and long-term targets. There are also three short-term non-financial goals, each of which is defined based on the categories individual performance, collective performance and stakeholders/ESG (environmental, social, governance). By considering ESG criteria, sustainable corporate development is also assured in terms of environmental aspects and social matters. Pursuant to Section 162 (1) second sentence No. 1 AktG, remuneration is reported in the financial year in which the activity underlying the remuneration was performed in full.

The remuneration of the Board of Management members comprises the following elements:

• Fixed remuneration that is assessed for the full business year and is payable pro rata monthly,
• Variable, performance-related remuneration that comprises:
  • a short-term, variable remuneration component (short term incentive STI) that is linked to an EBIT target and is modified by attainment of individual, collective and ESG targets (environmental, social, responsible corporate governance criteria), and
  • a long-term, variable remuneration component (long term incentive LTI) based on an ROCE target, as well as
  • fringe benefits, in particular a company car, accident and D&O insurance cover, as well as Management member.

The precise objectives for the individual Board of Management members for the short-term and longterm remuneration components are fixed on the basis of resolutions by the whole Supervisory Board in target agreements reached between the company, represented by the Supervisory Board Chair, and the respective Board of Management member.

For full target attainment, disregarding the fringe benefits the split between fixed remuneration and variable remuneration is 60:40. The split between short-term and long-term performance-related pay where targets are fully attained is the ratio of 45:55. Depending on the actual level of attainment of personal targets and the attainment of targets for financial ratios, there may be departures from these splits.

For full target attainment, disregarding the fringe benefits the split between fixed remuneration and variable remuneration is 60:40. The split between short-term and long-term performance-related pay where targets are fully attained is the ratio of 45:55. Depending on the actual level of attainment of personal targets and the attainment of targets for financial ratios, there may naturally be departures from these splits.

The following aspects in particular were heeded in determining the composition of the target remuneration for the Board of Management:

• The fixed remuneration is a central component of Board of Management remuneration. Its level in each case reflects the areas of responsibility and duties of the individual Board of Management members. When the target remuneration is achieved and fringe benefits are taken into account, it should constitute more than half of all remuneration components.
• In the case of variable remuneration, which provides additional incentives that depend on the overall success of the company and rewards individual performance, the balance is skewed towards long-term performance-related pay in preference to short-term performance-related remuneration components. The aim here is to reinforce long-term sustainable corporate development. This also reflects the Group strategy for the coming years. The short-term performancerelated remuneration components consider both the success of the company and individual targets of the recipient, for example by way of incentivising outstanding success in one-off projects. It is also possible to specify targets that support sustainability and ESG aspects.
• In addition to fixed remuneration and variable remuneration the Board of Management members receive fringe benefits that are of secondary monetary importance compared with the other remuneration components. They are granted independently of performance and are intended to usefully complement the other remuneration components.
• For the individual level of Board of Management remuneration, a differentiated view is taken for each Board of Management member depending on their task area and function.

The Supervisory Board has called upon outside support in developing the remuneration model. Information on the remuneration level of the workforce and on remuneration of management boards in the market environment was also obtained.

Target-remuneration for the financial year 2022	Michael Finger	Peter Hirsch	Robin Schaede
(remuneration component)	Speaker of the Board of Man.	Member of the Board of Man.	Member of the Board of Man.
Fixed remuneration
Short-term-incentive (STI)
Long-term-incentive (LTI)
Retirement benefits (defined contribution plans)
Total

The figures for Mr Schaede comprise the pro rata contributions for the period of service from December 1 to 31, 2022. Extrapolated over a full year, the target agreement for Mr Schaede is fundamentally identical to that for Mr Hirsch.

The target remuneration shown includes the variable remuneration components with 100 % target attainment. The long-term variable remuneration component (LTI) refers here to the amount to be paid out in each case for the financial year upon attainment of the long-term financial interim target.

Pension scheme

The pension plan is part of the fixed remuneration and represents an important fundamental of corporate policy because it offers Board of Management members a corresponding level of pension even in retirement; this increases the attractiveness of the company to potential Board of Management members. The retirement benefits for Board of Management members are provided under a defined contribution plan. The expense of the defined contribution plan for the Board of Management

Setting target attainment for variable remuneration

For the remuneration system of the Board of Management, two fundamentally distinct target-setting approaches are adopted:

For the short-term variable remuneration (STI), the starting point is annual target-setting based decrease/increase in the target amount with the result that a negative target difference of more than 33.33 % means the remuneration component lapses altogether, and a positive target difference of more than 33.33 % (equivalent to a doubling of the target amount) leads to no further increase in the remuneration component. The annually fixed personal targets, collective targets and ESG targets act as modifiers. Depending on how far these targets are deemed to have been attained, the target amount from the EBIT achieved is multiplied by 0.8 to 1.2. The targets are set annually between the Board of Management member and the Supervisory Board. Target attainment is established by the Supervisory Board after the end of the financial year, for example by reference to the financial ratios determined. The amount earned falls due and is payable at the end of the month in which the Supervisory Board approves the annual and Consolidated Financial Statements for the respective preceding year.

Calculation of short term incentive

Long-term variable remuneration is determined on the basis of a planning-oriented ROCE target. The ROCE target is set with a +/- range of 1.5% points. Attainment of the lower limit (-1.5 % points ROCE compared with ROCE target) corresponds to falling short by -50 %, and attainment of the upper limit (+1.5 % ROCE compared with ROCE target) to exceeding the target by +50 %. If the ROCE figure achieved is below this range, the remuneration component lapses, and if the range is exceeded there is no further increase in the remuneration component. The amount assessed from target attainment is payable after the relevant financial statements for the financial year in question have been established/approved. The Board of Management member is then to invest the paid-out amount in shares in the company within three months; these must be held for at least four years, after which they may then be freely sold in accordance with the statutory provisions. The company/Group does not share in the opportunities or risks from the development in value of the shares acquired by the individual Board of Management member.

The performance criteria and set targets for 2022 as well as the level of target attainment are shown in the following table. This refers to the remuneration granted for the year 2022, which is paid out in the following year 2023. Payable at the end of the month in which the Supervisory Board approves the annual and Consolidated Financial Statements.

Presentation of the performance criteria for remuneration in the 2021 financial year

1. Short term incentive (STI)

	performance criterion	targets 2022	realized amount Year 2022	level of achievement
Michael Finger	EBIT-	13,100	14,329	128 %
	individual target	organization	achieved
	collective target	team	achieved	Modifier 1,0
	collective ESG-Target	sustainability	achieved
Peter Hirsch	EBIT-	13,100	14,329	128 %
	individual target	innovation	achieved
	collective target	team	achieved	Modifier 1,0
	collective ESG-Target	sustainability	achieved
Robin Schaede	EBIT-	13,100	14,329	128 %
	individual target	-	-
	collective target	team	achieved	Modifier 1,0
	collective ESG-Target	sustainability	achieved

2. Long term incentive (LTI)

	performance criterion	targets 2022	realized amount Year 2022	level of achievement
Michael Finger	ROCE in %	13.7 %	13.3 %	87 %
Peter Hirsch	ROCE in %	13.7 %	13.3 %	87 %
Robin Schaede	ROCE in %	13.7 %	13.3 %	87 %

Maximum remuneration

Taking all remuneration components into account, the Supervisory Board has specified a remuneration structure for each individual Board of Management member that reflects their specific duties. payments actually made. If the cap is arithmetically exceeded, entitlements of the Board of Management member lapse (in whole or part) initially in respect of the short-term portion of the variable remuneration, and then if necessary in respect of the fixed remuneration. These amounts lapse without replacement, but only down to the point where the maximum remuneration is reached.

The maximum remuneration was not achieved for any Board of Management member in the 2022 financial year. The remuneration granted comprises all remuneration entitlements acquired by Board of Management members in 2022: the fixed remuneration, pension plan, other fringe benefits as well as the short-term and long-term variable remuneration, which is not paid out until the following year of 2023.

Deferral periods and scope for clawback

As referred to above, deferral periods apply in respect of the sale of the shares acquired based on the long-term variable remuneration. The sale of these shares is only permissible after four years have elapsed.

In addition, the Board of Management employment contracts contain provisions under which, for material derelictions of duty, breaches of contractual obligations or breached of material principles of action, remuneration granted but not yet paid out for the financial year in which the breach occurs may be reduced in part or whole to zero (penalty). In addition, there is contractual scope under which variable remuneration components (STI and LTI) that have already been paid out can be clawed back.

There is also scope for clawback if the variable remuneration was incorrectly calculated due to defective Consolidated Financial Statements and corrected, audited company financial statements indicate a different payout amount.

Share-based remuneration

As already indicated, remuneration components are not paid out in the form of shares. However the amount of long-term variable remuneration calculated according to the above principles and paid out must be demonstrably invested by the Board of Management member in question in shares in the company. These shares must be held by the Board of Management member for at least four years. The Board of Management member may thereafter dispose freely of the shares, subject to the statutory provisions. We refer in this connection to the further disclosures made in the Notes.

Under their contractual agreements Mr Finger and Mr Hirsch have undertaken to invest half of the variable sustainability-oriented management bonus for the previous year of 2021 (net amount after deduction of taxes) in shares in technotrans SE. This remuneration component was paid out in 2022.

Remuneration-based transactions and their termination

The Board of Management remuneration system is implemented through corresponding agreements with the individual Board of Management members in their employment contracts, in addition to the ve targets. For this purpose the fundamental term of the corresponding remuneration arrangements in the employment contracts corresponds to the term of the contracts or the term of office.

The contract with Mr Finger runs until December 31, 2023. The contract with Mr Hirsch runs until December 31, 2025. The contract with Mr Schaede runs until November 30, 2025.

However it is possible to adjust the remuneration agreements by mutual agreement within the respective periods, for example to reflect changes in the law. There is also scope for terminating the employment contracts for cause.

The contracts do not envisage pension or early retirement arrangements under the current remuneration system.

Special arrangements for the termination of Board of Management mandates

The Board of Management employment contracts have fixed terms but may be terminated for cause. If the employment contract is ended by termination for cause, all entitlements to payment of variable remuneration lapse where they were not already due and payable at the time that termination takes effect. If appointment as a member of the Board of Management is revoked and the company does not give effective notice to terminate the contract for cause, the continuing entitlements for the remainder of the term are replaced with an entitlement to a one-off severance payment (severance payment cap). The severance payment amounts to no more than the total remuneration actually paid to the Board of Management member in the past financial year. Special arrangements apply in cases where the Board of Management member has not yet completed a full financial year in office or the remaining term of the Board of Management employment contract is less than one year.

Equally, special arrangements are agreed with the Board of Management members if the appointment is revoked due to illness or being prevented from carrying out duties due to other reasons.

The above special arrangements were not used in the 2022 financial year.

Determination of the remuneration system and individual remuneration of Board of Management members

The Board of Management remuneration system is determined by the Supervisory Board based on the proposal of the Personnel Committee. Equally, the features and level of the remuneration of individual Board of Management members are determined by the Supervisory Board on the proposal of the Personnel Committee in individual contracts with the Board of Management members and through target agreements.

The Supervisory Board reviews the remuneration system and individual contractual agreements on a regular basis. The Supervisory Board will call on remuneration consultants or legal advisors for support to the extent that it deems necessary.

Where conflicts of interest arise, they are to be disclosed in accordance with the fundamental requirements for the Board of Management and Supervisory Board. No such conflicts can currently be identified with regard to how the remuneration system, the individual Board of Management employment contracts and the target agreements are determined. The general supervisory duties of the Supervisory Board include reviewing any risks and responding where conflicts arise.

Granted remuneration of the Board of Management members

The members of the Board of Management received the following remuneration in the past financial

	Michael Finger		Peter Hirsch		Robin Schaede (since 1.12.2022)
	Granted	Share	Granted	Share	Granted	Share	Total
Fixed remuneration 2022	300	53 %	263	53 %	23	38 %	586
Short-term incentive (STI) 2022	115	20 %	102	20 %	9	15 %	226
Long-term incentive (LTI) 2022	95	17 %	87	17 %	7	11 %	189
Pension (defined contribution plans)	30	5 %	30	6 %	3	5 %	63
Fringe benefits 2022	29	5 %	18	4 %	19	31 %	66
Total remuneration	569	100 %	500	100 %	61	100 %	1,130
Total remuneration 2021	547	100 %	456	100 %			1,003
Total remuneration 2020	231	100 %	288	100 %			519
Total remuneration 2019			244	100 %			244
Total remuneration 2018			96	100 %			96

	Michael Finger			Peter Hirsch		Robin Schaede (since 1.12.2022)
	Paid	Share	Paid	Share	Paid	Share	Total
Fixed remuneration	300	52 %	263	53 %	23	51 %	586
Short-term incentive (STI)	107	18 %	89	18 %	0	0 %	196
Long-term incentive (LTI)	113	20 %	94	19 %	0	0 %	207
Pension (defined contribution plans)	30	5 %	30	6 %	3	7 %	63
Fringe benefits	29	5 %	18	4 %	19	42 %	66
Total remuneration paid in 2022	579	100 %	494	100 %	45	100 %	1,118

Development of average remuneration of technotrans SE employees

Financial Year		Group-EBIT Average employee remunera tion (paid)
2022	14,329	49
2021	11,030	49

The basis of comparison is the average remuneration (paid) of technotrans SE employees in full-time employment. No further remuneration components (other than provision of a company car also available for private use, as well as accident and D&O insurance cover) were granted to the Board of Management members.

The remuneration granted comprises the contractually agreed remuneration components that the Board of Management member acquired through their work performance in the 2022 financial year. Pursuant to Section 162 (1) second sentence No. 1 AktG, remuneration is reported in the financial year in which the activity underlying the remuneration was performed in full (interpretation 2 pursuant to IDW 2021, Questions and Answers: Preparation of a Remuneration Report pursuant to ). The personnel expenses reported in the Consolidated Financial Statements for

d) and differ from the remuneration granted as stated here due to application of IFRS 2. The remuneration paid comprises the remuneration paid out to the Board of Management in 2022, notwithstanding the year to which the work performance related.

Vertical comparison of Board of Management remuneration (granted), year on year

Member of the Board of Management	2022 compared 2021	2021 compared 2020
Michael Finger	4 %	137 %
Peter Hirsch	10 %	58 %
Robin Schaede (since December 1, 2022)	-	-
Development of Earnings	2022 compared 2021	2021 compared 2020
EBIT	30 %	63 %
Average remuneration of full-time-employees	2022 compared 2021	2021 compared 2020
Employee of the company	0 %	4 %

No change figure is available for Robin Schaede because of his intrayear entry. The change figure for Mr Finger for the previous year is distorted because of his intrayear entry.

Clawback of variable remuneration

The option to claw back variable remuneration was not exercised in the 2022 financial year and up to the time of preparing the Remuneration Report.

Departures from the remuneration system of the Board of Management

There were no departures from the remuneration system of the Board of Management in the 2022 financial year.

Notes to the Consolidated Financial Statements and annual financial statements of technotrans SE

We refer to the explanations in the Notes to the Consolidated Financial Statements and annual financial statements of technotrans SE. The terms of the LTI satisfy the criteria of IFRS 2 on share-based payment transactions. The amounts recognised for such share-based payment transactions in the Consolidated Financial Statements are based on a mathematical model and are not comparable to the remuneration granted or paid as presented in this Remuneration Report for reasons that are specific to IFRS 2.

Remuneration of the Supervisory Board

Resolution of the Annual General Meeting

The remuneration arrangements for the members of the Supervisory Board of technotrans SE have been thoroughly revised on the basis of a corresponding resolution of the Annual General Meeting on May 20, 2020. The provisions of the amended German Corporate Governance Code 2019 and the requirements of ARUG II were also taken into account here. The arrangements on the remuneration of the Supervisory Board are set forth in Article 17 of the Articles of Association of technotrans SE. Pursuant to Section 113 (3) AktG in the version in force since January 1, 2020, the Annual General Meeting of a listed company must decide on the remuneration as well as the remuneration system for the members of the Supervisory Board at least every four years. The Annual General Meeting on May 7, 2021 approved this remuneration system by a majority of 96.6 %, under agenda item 7.

Basic features, goals and components of the remuneration system for the Supervisory Board

The Supervisory Board of technotrans SE oversees and advises the Board of Management of the company and is closely involved in core operational and strategic matters of corporate governance. For it to act effectively as a governing body, the Supervisory Board needs to meet its adopted skills profile and composition objectives to the best possible degree. The Supervisory Board remuneration also plays a significant role in this. According to Principle 24 of the current German Corporate Governance Code, it should be commensurate with the duties of the Supervisory Board members and the situation of the company, while also ensuring that the Supervisory Board is attractive for suitable candidates. In light of this, at the proposal of the management the Annual General Meeting in 2020 resolved a thorough review of the Supervisory Board remuneration system by amending Article 17 of the Articles of Association.

In accordance with the suggestion of the current GCGC in item G.18 first sentence and taking up the recommendations of many investors and voting rights consultants, the Supervisory Board remuneration at technotrans SE consists exclusively of fixed remuneration. No variable remuneration is granted. However pursuant to Article 17 (5) of the Articles of Association the Annual General Meeting may resolve it, while setting a maximum remuneration for the Supervisory Board members.

Again following the recommendation in item G.17 of the current GCGC, the remuneration of the Supervisory Board members comprises basic remuneration combined with attendance fees and supplements for particular functions. This is in line with the function of the board as an independent advisory and supervisory body. This fixed remuneration guarantees the basis and incentive for the Supervisory Board to continuously supervise and perform its duties in the interests of the company, without making this dependent on external factors or specific economic developments of the technotrans Group.

Procedure for determining, reviewing and implementing the remuneration system

The Annual General Meeting will resolve the remuneration of the Supervisory Board members at least every four years on the proposal of the Board of Management and Supervisory Board pursuant to Section 113 (3) first sentence AktG as amended. The Annual General Meeting can then either merely confirm the remuneration of the Supervisory Board or amend the provisions of the Articles of Association on the Supervisory Board remuneration.

The remuneration of the Supervisory Board of technotrans SE is currently regulated by corresponding resolutions of the Annual General Meeting in 2021 in Article 17 of the Articles of Association.

Overview of the individual components of Supervisory Board remuneration

As described below, the remuneration of Supervisory Board members comprises basic remuneration and supplements for particular functions. This combination is intended to take appropriate consideration of the individual duties of the Supervisory Board members.

a. Basic remuneration

b. Function supplements

The function supplements determined in the Articles of Association reflect the particular responsibility and increased amount of time required for individual functions, and simultaneously implements the recommendation in item G.17 of GCGC.

(1) Supervisory Board Chair and Deputy

The annual function supplement for the Supervisory Board Chair is 100 % and for the Deputy 50 % of the basic remuneration. This reflects the prominent position of the Supervisory Board Chair as the point of contact for the Board of Management. The Chair moreover has the specific task of in this by the Deputy.

(2) Committee members

The members of the Audit Committee receive a function is envisaged for membership of other committees.

(3) Committee chairs

The committee chairs in each case receive double the amount that an ordinary committee member receives, in a reflection of the special duties their committee work entails.

c. Attendance fees

In addition to the remuneration described above, the Supervisory Board members receive attend-Supervisory Board member takes part in multiple meetings on one day, they are entitled to only one attendance fee.

No further remuneration components are granted.

Cap

The remuneration of members of the Supervisory Board currently comprises exclusively fixed components. There is consequently no need to specify a maximum total remuneration for the members of the Supervisory Board.

Due date

The remuneration is due and payable after the end of the Annual General Meeting that gives discharge of the Supervisory Board members for the respective preceding financial year (Article 17 (4) of Articles of Association).

Pro rata membership

Supervisory Board members who have belonged to the Supervisory Board for only part of the financial year receive the Supervisory Board remuneration pro rata temporis in accordance with their period of office (Article 17 (6) of the Articles of Association).

Reimbursement of expenses

The company reimburses members of the Supervisory Board for expenses incurred in the course of exercising their office as well as for any VAT due on the remuneration and reimbursed expenses (Article 17 (7) of Articles of Association).

D&O insurance

An additional fringe benefits component is defrayal of the arithmetical per capita share of the third party financial loss insurance (D&O policy) taken out by the company, in which the Supervisory Board members are included (Section 17 (8) of Articles of Association).

Remuneration-based transactions

No remuneration-based transactions according to Section 87a (1) second sentence No. 8 AktG are concluded between the company and the members of the Supervisory Board.

Granted and accrued remuneration of the Supervisory Board members in detail

Remunerations granted to the members of the Supervisory Board in financial years 2022 and 2021

The members of the Supervisory Board received the following remuneration in the past financial year

				2022
	Fixed remu neration *)	in %	functional allowances	in %	attendance fee	in %	Total	in %
Peter Baumgartner (Chairman)	60	27 %	15	19 %	8	16 %	83	23 %
Dr. Gottfried H. Dutiné (Deputy Chairman)	39	17 %	10	13 %	8	16 %	57	16 %
Dr. Norbert Bröcker (Deputy Chair. until May 13, 22)	19	8 %	9	12 %	4	8 %	32	9 %
Andrea Bauer	30	13 %	20	26 %	11	22 %	61	17 %
Sebastian Reppegather (since May 13, 22)	17	8 %	7	9 %	5	10 %	29	8 %
Andre Peckruhn	30	13 %	9	12 %	8	16 %	47	13 %
Thorbjørn Ringkamp	30	13 %	8	10 %	7	14 %	45	13 %
total remuneration	225	100 %	78	100 %	51	100 %	354	100 %

* granted remuneration without expendables

				2021
	Fixed remu neration *)	in %	functional allowances	in %	attendance fee	in %	Total	in %
Peter Baumgartner (Chairman, since May 7, 2021)	35	16 %	13	16 %	8	11 %	56	15 %
Dr. Norbert Bröcker (Deputy Chairman)	45	20 %	15	18 %	12	17 %	72	19 %
Andrea Bauer	30	13 %	25	30 %	15	21 %	70	18 %
Dr. Gottfried H. Dutiné (since May 7, 2021)	17	8 %	6	7 %	6	8 %	29	8 %
Andre Peckruhn	30	13 %	3	4 %	8	11 %	41	11 %
Thorbjørn Ringkamp	30	13 %	3	4 %	8	11 %	41	11 %
Heinz Harling (until May 7, 2021)	25	11 %	12	15 %	10	14 %	47	12 %
Dr. Wolfgang Höper (until May 7, 2021)	13	6 %	5	6 %	5	7 %	23	6 %
total remuneration	225	100 %	82	100 %	72	100 %	379	100 %

* granted remuneration without expendables

Remuneration paid to the members of the Supervisory Board in the 2022 financial year

The members of the Supervisory Board received the following remuneration in the past financial year

	Fixed remuneration	in %	Expen dables	in %	Total	in %
Peter Baumgartner (Chairman)	56	18 %	2	40 %	58	18 %
Dr. Gottfried H. Dutiné (Deputy Chair.)	29	9 %	1	20 %	30	10 %
Dr. Norbert Bröcker (Deputy Chair., until May 13, 22)	73	24 %	0	0 %	73	23 %
Andrea Bauer	70	23 %	2	40 %	72	23 %
Sebastian Reppegather (since May 13, 22)	0	0 %	0	0 %	0	0 %
Andre Peckruhn	41	13 %	0	0 %	41	13 %
Thorbjørn Ringkamp	41	13 %	0	0 %	41	13 %
Total remuneration	310	100 %	5	100 %	315	100 %

Vertical comparison of Supervisory Board remuneration (granted), year on year (pursuant to Section 162 (1) No. 2 AktG)

Member of the Supervisory Board	2022 compared 2021	2021 compared 2020
Peter Baumgartner (Chairman)	48%	n.a.
Dr. Gottfried H. Dutiné (Deputy Chairman)	97%	n.a.
Dr. Norbert Bröcker (Deputy Chairman until May 13, 22)	-56 %	22 %
Andrea Bauer	-13 %	48 %
Sebastian Reppegather (since May 13, 22)1	n.a.	n.a.
Andre Peckruhn	15 %	45 %
Thorbjørn Ringkamp	10 %	45 %
Development of Earnings
EBIT	30 %	63 %
Average remuneration of full-time-employees
Employee of the company	0 %	4 %

¹ No details because newly appointed to Supervisory Board in 2022 financial year.

The change figures for Mr Baumgartner, Dr Bröcker and Dr Dutiné in 2022 are distorted as a result of their intrayear entry or exit.

Report on the audit of the Remuneration Report according to Section 162 (3) (AktG) by the independent auditor

To technotrans SE, Sassenberg

Audit opinion

We have formally audited the Remuneration Report of technotrans SE, Sassenberg, for the financial year from January 1 to December 31, 2022 to establish whether the Remuneration Report contains the disclosures according to Section 162 (1) and (2) AktG. In line with Section 162 (3) AktG, we have not audited the content of the Remuneration Report.

In our opinion, the disclosures according to Section 162 (1) and (2) AktG have in all material respects been made in the above-mentioned Remuneration Report. Our audit opinion does not extend to the content of the Remuneration Report.

Basis for the audit opinion

We conducted our audit of the Remuneration Report in accordance with Section 162 (3) AktG and the IDW Assurance Standard: Auditing of the Remuneration Report in Accordance with Section 162 (3) AktG (IDW PS 870). Our responsibilities under those requirements and that standard are further dehave applied the IDW Standard on Quality Management: Requirements for Quality Management in the Audit Firm (IDW QS 1). We have complied with our professional obligations under the German Public Auditors Order (WPO) and the professional code for public auditors/certified accountants, including the independence requirements.

Responsibilities of the executive directors and the Supervisory Board

The executive directors and the Supervisory Board are responsible for the preparation of the Remuneration Report, including the disclosures, in compliance with the requirements of Section 162 AktG. The executive directors are also responsible for the internal controls that they consider to be necessary to enable the preparation of a Remuneration Report, including the accompanying disclosures, that is free from material intentional or unintentional misrepresentations.

Responsibility of the public auditor

Our objective is to obtain reasonable assurance about whether the Remuneration Report contains the disclosures according to Section 162 (1) and (2) AktG in all material respects, and to express an audit opinion thereon in the form of a report.

We designed and conducted our audit such that we are able to establish the formal completeness of the Remuneration Report by comparing the disclosures made in the Remuneration Report with the disclosures required under Section 162 (1) and (2) AktG. In line with Section 162 (1) and (2) AktG, we have not audited the content accuracy of the disclosures, the content completeness of the individual disclosures or appropriate presentation of the Remuneration Report. Pursuant to Section 162 AktG, the company reports on the remuneration granted and paid to the members of the Board of Management and the Supervisory Board in the 2022 financial year. The principles applied from the remuneration systems for the 2022 financial year are also presented.

Further particulars of the remuneration of governing bodies of technotrans SE can be found in the Notes to the Consolidated Financial Statements and in the Notes section of the annual financial statements of technotrans SE.

The annual preparation of the Remuneration Report in accordance with Section 162 AktG is the responsibility of the Board of Management and the Supervisory Board. The Remuneration Report and technotrans SE at https://www.technotrans.com/company/corporate-governance/remunerationboard-of-management-supervisory-board.

Osnabrück, March 14, 2023

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft

Wirtschaftsprüfer Wirtschaftsprüfer

Dr Achim Lienau ppa. Philipp Bußmann

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