PNE AG — Remuneration Information 2025

May 13, 2025

REMUNERATION SYSTEM FOR THE MEMBERS OF THE BOARD OF MANAGEMENT

On 13 May 2025, the Annual General Meeting of PNE AG resolved to approve the remuneration system for the members of the Board of Management adopted by the Supervisory Board on 27 March 2025. In the vote, valid votes were cast for 62,025,782 no-par value shares (corresponds to 80.97% of the registered share capital).

The resolution proposal of the Supervisory Board published in the invitation notice in the Federal Gazette on 1 April 2025 was adopted with 55,488,423 votes in favour (corresponds to 89.46% of the votes cast) to 6,537,359 votes against (corresponds to 10.54% of the votes cast).

A. Principles and goals of the remuneration system

The remuneration system for the Board of Management of the PNE Group (hereinafter also called the "Company") adopted by the Supervisory Board is intended to appropriately remunerate the Members of the Company's Board of Management in accordance with their duties and responsibilities and to directly take into account the performance of each Member of the Board of Management as well as the success of the Company. The remuneration is intended to incentivise a sustainable increase in the value of the Company and success-oriented corporate management and to support the implementation of corporate goals without disproportionate risks. The remuneration system for the Members of the Board of Management makes a significant contribution to promoting the

business strategy of PNE AG. This is geared towards being a sustainably successful Clean Energy Solutions Provider.

B. Determination of the target total remuneration

Based on the remuneration system, the Supervisory Board – at the proposal of its Personnel Committee – determines a specific target total remuneration for each Member of the Board of Management that is commensurate with the tasks and performance of the Member of the Board of Management and the situation of the Company and does not readily exceed the usual remuneration in conformity with the market. For this purpose, the remuneration of the Members of the Board of Management is based on various parameters, including the size of PNE AG and its related companies within the meaning of Section 17 para. 1 AktG (hereinafter also jointly called the "PNE Group"), the economic environment, the complexity of the Board of Management activities and the position of the PNE Group as well as the performance of the Board of Management as a whole and the experience

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and performance of the individual Board Members.

The assessment of market conformity is carried out by means of an external and internal appropriateness test. If necessary, the Supervisory Board can be supported by an external and independent advisor.

• Horizontal comparison (external appropriateness): Remuneration levels at comparable companies are taken into account to assess whether they are in line with market practice. To this end, remuneration data from comparable companies can also be collected at certain intervals with external support. If a corresponding peer group is formally formed for this purpose, the Supervisory Board also takes into account the comparability of the market position and company size when selecting the companies.
• Vertical comparison (internal appropriateness): In addition to the external comparison, the Supervisory Board considers the ratio of the remuneration of the Board of Management in relation to the remuneration of senior management (first management level below the Board of Management) and the other employees of the PNE Group, including the development over time. To this end, it obtains remuneration data for these two groups, which enables both a quantitative comparison and a structural comparison.

With regard to responsibilities, the amounts to be determined differ between the individual Members of the Board of Management in that the Chief Executive Officer receives a higher target total remuneration than other Members of the Board of Management and a distinction is made between the other Members of the Board of Management according to their responsibility, seniority and performance.

In order to take the aforementioned factors into account appropriately, the remuneration system is subject to ongoing review by the Supervisory Board. If data is required, e.g. with regard to the economic development of the Company or for comparison with the employees, the Supervisory Board has the relevant information prepared and presented by the Board of Management.

C. Components and structure of the target total remuneration

The remuneration of the Members of the Board of Management consists of the following components:

• a fixed remuneration (basic remuneration), i.e. a fixed remuneration for the year as a whole,
• fringe benefits granted to the individual Members of the Board of Management independently of performance targets, and
• variable remuneration, i.e. remuneration components whose payment depends on the degree of achievement of previously defined targets and which are divided into
• variable remuneration with short-term targets, i.e. variable remuneration components based on one-year targets (Short-Term Incentive, "STI"),

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• variable remuneration with long-term targets, for which the degree of target achievement is only conclusively determined after a period of three years (Long-Term Incentive 1, "LTI 1"), and

• if applicable, additional variable remuneration with long-term targets, where target achievement is only determined after a predetermined period of three to five years, which may be based on the contract term of the respective Board of Management Member (Long-Term Incentive 2, "LTI 2").

• if applicable, an additional bonus in the event of a change of control subject to certain minimum conditions ("change-of-control bonus").

There are currently no pension or early retirement schemes. In individual cases, however, the continuation of an existing pension scheme in favour of a Member of the Board of Management remains possible.

The starting points for the variable remuneration components are financial targets, Environmental, Social and Governance ("ESG") targets, targets relating to the total shareholder return (Total Shareholder Return - "TSR") and personal (financial or non-financial) targets of the individual Members of the Board of Management and, if applicable, the occurrence and conditions of a change of control. The exact targets for the individual Members of the Board of Management are set out in target agreements between the Company, represented by the Supervisory Board, and the respective Board of Management Member at the beginning of the respective assessment period on the basis of resolutions passed by the Supervisory Board.

The target total remuneration for each Board of Management Member is the sum of fixed remuneration (basic remuneration), fringe benefits and variable remuneration based on the target amounts for 100% target achievement. The decisive factor in determining the total annual target remuneration is for which year the remuneration is paid (assuming 100% target achievement) and not in which year the remuneration is paid. In particular, LTI 1 and LTI 2 are earned annually over a period of several years. LTI 1 and LTI 2 are therefore included in the total annual target remuneration on a pro rata basis, although they are only paid out once at the end of the multi-year target achievement period, depending on target achievement and subject to any instalment payments on LTI 1.

The fixed remuneration components (fixed remuneration and fringe benefits) account for approx. 45% of the target total remuneration, while the variable remuneration components account for approx. 55% of the target total remuneration. This weighting illustrates the link between the strategic short and long-term success of the Company and the remuneration of the Members of the Board of Management. The allocation of the individual compensation components may vary for the individual Members of the Board of Management, in particular taking into account the fringe benefits granted, but also in the case of a change-of-control bonus, for which no specific target compensation can be defined either.

In percentage terms, the total target remuneration (consisting of the following remuneration components at 100% target achievement) is made up as follows:

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Fixed remuneration (basic remuneration)	approx. 40%
Fringe benefits	approx. 5%
Short-term variable remuneration (STI)	approx. 15% – 20%
Long-term variable remuneration (LTI 1)	approx. 20% – 25%
If applicable, long-term variable remuneration (LTI 2)	approx. 15% – 20%
Target total remuneration	100%

The aforementioned shares of the target total remuneration may deviate in particular if no LTI 2 is granted in individual cases.

The aforementioned percentages may also differ with regard to the total remuneration if further remuneration components are earned in a given year. This is possible (i) for Members of the Board of Management appointed for the first time, if they are granted an initial bonus, (ii) if a special bonus is granted for extraordinary performance or (iii) if a change-of-control bonus is granted.

D. Individual remuneration components

1. Fixed remuneration components

The fixed remuneration ensures an appropriate basic income for the Members of the Board of Management and thus avoids taking inappropriate risks for the Company. It is made up of the fixed remuneration (basic remuneration) and the fringe benefits.

a) Fixed remuneration (basic remuneration)

The basic remuneration is considered to play a key role with regard to the activities and areas of responsibility of the Board of Management Members. It should therefore – excluding fringe benefits – amount to around $40\%$ of the total target remuneration. The basic remuneration is paid in twelve equal instalments at the end of each month.

b) Fringe benefits

In addition to their basic remuneration, Board of Management Members may receive fringe benefits in the form of benefits in kind and allowances, such as a company car, mobile phone, reimbursement of relocation costs, housing and travel allowances as well as contributions to accident, health and long-term care insurance. These benefits only account for a comparatively small proportion of the target total remuneration (approx. $5\%$ ), which is also subject to fluctuations, e.g. due to changing insurance conditions or new company vehicles, which do not depend on the success of the individual Board of Management Member or the overall development of the Company.

2. Variable remuneration components

The variable remuneration is intended to provide the right incentives for the Board of Management to act in the interests of the corporate strategy, shareholders and other

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stakeholders and thus ensure successful, sustainable and long-term corporate management and development. It consists of up to three components: a variable remuneration with a one-year assessment basis, the STI, a variable remuneration with a three-year assessment basis, the LTI 1, and, if applicable, a further variable remuneration with an assessment basis of up to five years (at least three years), the LTI 2.

a) Short-term variable remuneration component (STI)

The short-term variable remuneration is essentially intended to reflect the economic success of the current financial year. The STI targets are divided into financial and non-financial performance criteria. On the one hand, parameters are selected in relation to the overall development of the PNE Group. To this end, financial targets are set for all Members of the Board of Management; these may, for example, be based on the development of Group EBITDA. The financial targets are derived from corporate planning and measure the achievement of budget values. In addition, the Supervisory Board also sets personal (financial or non-financial) targets for the short-term variable remuneration for the individual Members of the Board of Management at its reasonable discretion. The individual targets are determined annually on a person- and activity-specific basis.

This takes into account the individual performance of each Member of the Board of Management and projects, for example. In this way, incentives can also be set for short-term corporate goals that are relevant in individual business areas of the Group. If 100% of the targets are achieved, the financial targets set for all Members of the Board of Management account for 60% and the personal (financial or non-financial) targets for 40% of the short-term variable remuneration.

For the financial targets of the STI, a target is set for a one-year period based on one or more key financial figures. If the target is set on the basis of several key financial figures, the Supervisory Board determines the weighting when setting the target. The non-financial personal targets are set specifically and individually for each individual Member of the Board of Management for the coming year, based on their respective activities. For example, this can refer to a project to be implemented. After the end of the relevant financial year, the Supervisory Board reviews the specific degree of target achievement for each Member of the Board of Management and each defined target, which is based on a comparison of the specified target values with the values achieved in the relevant financial year (target/actual comparison). The Supervisory Board determines the individual payment amount based on the weighted degree of target achievement.

If the defined financial and non-financial targets are achieved 100%, the Board of Management Member receives the defined amount (target amount) in full. In addition, the Supervisory Board determines in advance the level of target achievement at which a payment is made in relation to the financial and non-financial performance criteria and how the bonus payment is calculated depending on the level of target achievement in the event of target achievement of less than 100%. The Supervisory Board can determine that an additional bonus payment is made if targets are achieved by more than 100% and how the additional bonus payment is calculated depending on the degree of target achievement. Overall, the payout in connection with the short-term variable remuneration is limited to 150% of the target remuneration for the STI (cap), even if the target achievement is above

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the corresponding threshold. If the lower limit for target achievement set by the Supervisory Board is not met, no payment is made for the STI.

b) Long-term variable remuneration components

Due to the terms of project development and the long-term nature of PNE AG's business, the long-term incentives should clearly outweigh the short-term variable remuneration components in the variable remuneration of the Members of the Board of Management. This also serves to promote an overall sustainable increase in the value of the Company.

(1) LTI 1

LTI 1 is allocated in annual tranches and consists of two components with different targets, the weighting of which is determined by the Supervisory Board at its reasonable discretion for each annual tranche: (i) TSR targets and (ii) ESG targets. The TSR targets take into account the development of the share price and dividend payments, with adjustments for capital increases or decreases. The ESG targets are intended to promote the contribution of PNE AG to the expansion of renewable energies. The target achievement period for the individual tranches of LTI 1 is three years in each case.

The Supervisory Board determines the specific targets for the annual instalments at its reasonable discretion. If the defined TSR targets and ESG targets are achieved 100%, the Board of Management Member receives the defined amount (target amount) in full. In addition, the Supervisory Board determines in advance the level of target achievement at which a payment is made in relation to the TSR targets and ESG targets and how the bonus payment is calculated depending on the level of target achievement in the event of target achievement of less than 100%. The Supervisory Board can determine that an additional bonus payment is made if targets are achieved by more than 100% and how the additional bonus payment is calculated depending on the degree of target achievement.

Overall, the payout in connection with the LTI 1 is limited to 300% of the target remuneration for the STI (cap), even if the target achievement is above the corresponding threshold. If the lower limit for target achievement set by the Supervisory Board is not met, no payment is made for the LTI 1. Target achievement is determined separately with regard to the ESG targets and the TSR targets.

(2) LTI 2

In addition to LTI 1, which is allocated in annual tranches, the Supervisory Board can grant the Members of the Board of Management a further long-term variable remuneration component in the form of LTI 2. Unlike LTI 1, LTI 2, if it is granted, will not be allocated in annual tranches, but will be paid only in the event of the conclusion or extension of the Board of Management service contract as a final payment. The target achievement period to be defined in advance is three to five years. In addition to the achievement of the target, the prerequisite for the payment of LTI 2 is that the respective Member of the Board of Management is a Member of the Board of Management of PNE AG during the entire target achievement period.

Like LTI 1, LTI 2 consists of two components with different targets (again ESG targets and TSR targets), the weighting of which is determined by the Supervisory Board at its reasonable

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discretion.

The LTI 2 is generally limited to 100% of the target remuneration for this remuneration component (cap). However, the Supervisory Board has the option of increasing the amount paid out at its reasonable discretion if the targets are exceeded. Target achievement is determined separately with regard to the ESG targets and the TSR targets. If neither the ESG targets nor the TSR targets set by the Supervisory Board for LTI 2 are achieved, no payment will be made for LTI 2. However, the Supervisory Board can set a lower limit for the targets above which a pro rata payment is made. In this case, it also determines in advance the amount to be paid out (pro rata) depending on the degree of target achievement.

c) Possibility of adjustment in the event of extraordinary developments

Subsequent changes to the financial and non-financial performance criteria as well as the target achievement and payout ranges are generally excluded for all variable remuneration components. However, the Company, represented by the Supervisory Board, is authorised to adjust the variable remuneration components (STI, LTI 1 and LTI 2) if this becomes necessary due to legal changes or extraordinary developments. Extraordinary developments include, in particular, (i) a change in EBITDA due to acquisitions or divestments of companies or parts of companies by PNE AG or other companies of the PNE Group, (ii) the realisation of hidden reserves or (iii) the occurrence of an internal or external event that is deemed to be a serious change in circumstances within the meaning of Section 313 BGB (in corresponding application).

Furthermore, in the event that the Company's situation deteriorates after the remuneration has been set to such an extent that it would be unfair for the Company to continue to grant the set remuneration, the Supervisory Board shall reduce the remuneration to an appropriate amount in accordance with Section 87 para. 2 AktG.

1. Change-of-control bonus, special bonus, special payments

The Company, represented by the Supervisory Board, can promise the Members of the Board of Management a bonus in the event of a change of control. The amount of the bonus is to be calculated according to how much the purchase price paid by a buyer exceeds a predetermined initial share price. The bonus is to be limited to a maximum of EUR 3,500,000 gross for the Chief Executive Officer and EUR 2,100,000 gross per Board of Management member for other Board of Management Members with the possibility of differentiation between individual Board of Management Members (capping); however, lower maximum amounts can also be set in each case. Once the transaction has been completed, the bonus is to be paid quarterly on a pro rata basis for the portion of the bonus that corresponds to the proportion of the order period already completed in relation to the total order period up to a specific date to be determined in advance. If the Member leaves the Board of Management before the specified date, there should be no entitlement to the instalments of the change-of-control bonus still outstanding at the time of departure.

A change of control as defined above may occur, for example, if a public offer is made (closing) in which a person acquires more than 50% of the voting rights and in which the shareholders had the opportunity to sell their shares at an offer price exceeding the initial share price.

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The Supervisory Board may also grant a Member of the Board of Management a special bonus for extraordinary performance as part of the maximum remuneration at its reasonable discretion and taking into account the principles of appropriateness in accordance with Section 87 para. 1 AktG.

In addition, it may grant special payments for newly appointed Members of the Board of Management (e.g. a joining bonus – e.g. as compensation for forfeited remuneration benefits from previous employment or service relationships – or a guaranteed (minimum) bonus) within the scope of the maximum remuneration at its reasonable discretion and taking into account the principles of appropriateness in accordance with Section 87 para. 1 AktG.

E. Maximum remuneration

The remuneration of the Members of the Board of Management is subject to a cap or maximum remuneration that covers all fixed and variable remuneration components, including fringe benefits, any change-of-control bonus and any special bonuses and other special payments. The maximum remuneration at PNE AG relates to the individual Member of the Board of Management. The respective cap relates to the maximum remuneration (incl. provisions) granted in a year, i.e. not the remuneration actually received in a year. Payment of the remuneration granted for one year can then be made in different periods. This applies, for example, to the LTI 1, LTI 2 and the change-of-control bonus, the basis of which is earned annually on a pro rata basis, but whose payment dates are decoupled from this. As a result, the actual payment may exceed the maximum remuneration set for that year due to the payouts made for past periods in a year. Reimbursements may also be made to the Company even though the total amount paid out in the year in question is below the maximum remuneration.

Compliance with the maximum remuneration with regard to LTI 1 and LTI 2 is determined provisionally each year on the basis of the respective target values at 100% target achievement. At the end of the respective assessment period, the Company, represented by the Supervisory Board, issues a final statement based on the actual degree of target achievement determined by the Supervisory Board. The final settlement may result in (i) remuneration not paid out in previous years due to an alleged excess of the maximum remuneration on the basis of the provisional valuation being paid out retrospectively to the relevant Board of Management member or (ii) remuneration paid out in previous years due to an excess of the maximum remuneration on the basis of the provisional valuation being determined retrospectively being reclaimed from the Board of Management member. However, a change-of-control bonus is only taken into account when determining compliance with the maximum remuneration from the year in which the change-of-control actually takes place.

The maximum annual remuneration – excluding any change of control bonus – is EUR 2,000,000 gross for the Chief Executive Officer and EUR 1,600,000 gross for the other Members of the Board of Management. Taking into account the maximum amount of any change of control bonus, the maximum annual remuneration is EUR 5,500,000 gross for the Chief Executive Officer and EUR 3,700,000 gross for the other Members of the Board of Management.

If additional remuneration components are granted as an incentive to conclude a contract when a

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Member of the Board of Management is appointed for the first time, these may increase the maximum remuneration applicable for the first year by up to 20%, excluding any change of control bonus.

The Supervisory Board would like to point out that the above amounts are not the target total remuneration aimed for by the Supervisory Board, but only an absolute upper limit that defines the outer framework of the remuneration system, which may only be achievable in the case of very ambitious results.

F. Deferral periods, instalment payments and recovery options

For the tranches to be allocated under LTI 1 with a three-year assessment period, the Company, represented by the Supervisory Board, can agree at its reasonable discretion that instalments for the corresponding tranche will be paid after the end of the first and second year of the assessment period. A final settlement is made in the year following the end of the assessment period of an LTI 1 tranche. If it is determined at the end of the respective assessment period that the LTI 1 income resulting from the degree of target achievement is lower than the advance payments already made, the Company has a final repayment claim against the Board of Management Member in the amount of the difference between the LTI 1 amount to be claimed by the Board of Management Member and the advance payments already made. Instead of asserting the repayment claim, the Company, represented by the Supervisory Board, is also entitled to offset it against a claim by the Board of Management Member for payment of another variable remuneration component.

G. Share-based payment

The Members of the Board of Management are not granted shares or share options as remuneration. However, the development of the Company's share price is taken into account within the framework of the TSR targets for the long-term performance-related remuneration (LTI 1 and LTI 2, see above). This takes into account the importance of the medium to long-term development of the Company's share price, but without the Company granting shares or share options.

However, the Supervisory Board expressly recommends that the Members of the Board of Management acquire shares in PNE AG if the respective target based on the stock market price is reached, although hedging should be avoided.

H. Remuneration-related legal transactions

The Board of Management remuneration system is implemented through corresponding agreements with the individual Board of Management Members in their service contracts plus the target agreements. The Supervisory Board determines the respective target achievement at its reasonable discretion. The basic term of the corresponding remuneration provisions in the service contracts can be based on the term of the contracts. The employment contracts of the Members of the Board of Management are concluded for the duration of their appointment and

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are extended for the duration of their reappointment. Taking into account the provisions of Section 84 AktG and the GCGC, the term of appointment or contract for the first appointment of a Member of the Board of Management is generally three years. In the event of premature termination of the Board of Management position, the employment contract must also provide for its termination (if applicable, after expiry of the statutory notice period).

The Supervisory Board can agree a post-contractual non-competition clause with the Members of the Board of Management for a period of up to two years. For the duration of the post-contractual non-competition clause, a waiting allowance may be provided for, which should not exceed one twelfth of the fixed annual basic remuneration per month. If a post-contractual non-competition clause with compensation for non-competition is agreed, the compensation for non-competition must in particular be structured in such a way that it is offset against other benefits owed by PNE AG for the period after termination of the employment contract.

I. Commitments in connection with the termination of Board of Management activities

Upon termination of the employment contract, special regulations are to apply in certain cases with regard to remuneration claims:

1. If the employment contract is terminated due to (i) the failure to be reappointed, (ii) the Board of Management Member not accepting a reappointment, (iii) the death of the Board of Management Member before the end of their regular term of office or (iv) the permanent incapacity to work of the Board of Management Member before the end of their regular term of office, the remuneration for remuneration components whose assessment period has not yet expired at the legal termination date is granted pro rata temporis, with the exception of LTI 2. With regard to the variable remuneration components, the Supervisory Board decides at its reasonable discretion on the degree of target achievement to be applied and determines the resulting payment entitlements of the Board of Management Member. Payment/repayment is made at the legal termination date. There is no subsequent adjustment. In addition, provision can be made in favour of the Board of Management Member that, in the event of their death, the basic remuneration will continue to be paid to the heirs for a certain period after termination of the service contract. There are no further claims to remuneration, in particular for the period between premature termination of the employment contract and the regular end of the employment contract.

2. In the event of termination of the service contract due to (i) revocation of the appointment without the Company being entitled to terminate the service contract for good cause in accordance with Section 626 BGB, or (ii) resignation from the Board of Management by the Board of Management Member due to the existence of good cause in accordance with Section 626 BGB, the remuneration for the period up to the legal termination of the service contract shall be granted in accordance with Section 1 above. In addition, the employment contract should stipulate that the Board of Management Member is entitled to a one-off severance payment for the period from the premature termination of the employment contract until the regular end of the employment contract instead of the remuneration claims agreed in principle. The service contract shall provide that the severance payment claim consists of the fixed compensation

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earned by the Member of the Board of Management in the last full financial year and the STI earned by the Member of the Board of Management in the last full financial year; it may not exceed twice the amount of the total compensation earned by the Member of the Board of Management in the last full financial year (i.e. the sum of fixed compensation, fringe benefits, STI and the - possibly only preliminary - entitlements in connection with current tranches of the LTI 1, but excluding the LTI 2). If the remaining term of the contract is less than one year at the time of revocation of the appointment or resignation from the Board of Management, the amount of the severance payment shall be reduced pro rata temporis.

1. If the employment contract is terminated and the Company is authorised to terminate the employment contract for good cause in accordance with Section 626 of the German Civil Code (BGB), all claims to payment of variable remuneration are forfeited without compensation, unless they were already due and payable at the time the good cause arose. These provisions apply accordingly if a Member of the Board of Management leaves the Company on their own initiative without being entitled to terminate the employment contract for good cause in accordance with Section 626 of the German Civil Code (BGB).

2. The prerequisite for the payment of LTI 2 is that the respective Member of the Board of Management is a Member of the Board of Management of PNE AG during the entire assessment period. If the Board of Management Member leaves the Board of Management before the end of the assessment period, there is no entitlement to a payment under LTI 2, regardless of the reason for the termination of the appointment. There is also no pro rata payment.

3. The remuneration system does not provide for a special right of cancellation or a severance payment in the event of a change of control. The possible change-of-control bonus is intended to incentivise employees to remain with the Company.

J. Procedures for establishing, implementing and reviewing the remuneration system

The Board of Management remuneration system is determined by the Supervisory Board on the recommendation of its Personnel Committee in accordance with Section 87a para. 1 AktG. The Supervisory Board's Personnel Committee develops corresponding recommendations on the Board of Management remuneration system, taking into account the guidelines outlined above and the recommendations of the GCGC, which the Supervisory Board discusses in detail and decides on. If necessary, the Supervisory Board can call in external consultants. When engaging external remuneration experts, attention is paid to their independence, and in particular confirmation of their independence is obtained. The regulations applicable to the handling of conflicts of interest are also observed in the procedure for determining, implementing and reviewing the remuneration system.

The Supervisory Board regularly reviews the remuneration system and the individual contractual agreements. The Personnel Committee prepares the regular review by the Supervisory Board. If necessary, the Supervisory Board decides on changes to the remuneration system. In the event of

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significant changes, but at least every four years, the remuneration system is resubmitted to the Annual General Meeting for approval.

If conflicts of interest arise, these must be disclosed in accordance with the basic requirements for the Board of Management and Supervisory Board. At present, there are no such recognisable issues with regard to the determination of the remuneration system and the individual service contracts of the Board of Management Members and the target agreements. The Supervisory Board's general monitoring task includes reviewing any risks and reacting if conflicts arise.

K. Temporary deviation from the remuneration system

In exceptional cases, the Supervisory Board may temporarily deviate from individual components of the remuneration system described in accordance with Section 87a para. 2 Sentence 2 AktG if this is necessary in the interests of the long-term well-being of the Company. This includes in particular the alignment of the remuneration system in the event of a significant change in corporate strategy to ensure adequate incentivisation or in the event of a far-reaching change in the economic situation, which renders the original performance criteria and/or key figures of the remuneration system obsolete, provided the specific effects were not foreseeable. Generally unfavourable market developments are not considered a far-reaching change in the economic situation. In addition, the Supervisory Board may temporarily deviate from individual components of the remuneration system described if an Board of Management member is exceptionally appointed for a period of less than three years or for a specific predefined purpose.

The components of the remuneration system that can be deviated from in exceptional cases are the procedure, the regulations on the remuneration structure and amount, the individual remuneration components including the performance criteria and terms as well as the maximum remuneration.

The Supervisory Board may objectively deviate from the respective relative share of the individual remuneration components as well as their respective criteria and requirements. It may also temporarily set the basic remuneration at a different level in individual cases if this is necessary in the interests of the long-term well-being of the Company. The deviation from the remuneration system may not exceed a period of two years.

In terms of procedure, such a deviation requires an express resolution by the Supervisory Board. At the proposal of the Personnel Committee, the Supervisory Board must (i) determine by a majority of the votes cast that a situation exists that makes a temporary deviation from the remuneration system necessary in the interests of the long-term well-being of the Company and (ii) determine which specific deviations are necessary in its view. The specific duration of the deviation must be determined. The decision must be substantiated. If the Supervisory Board temporarily adjusts the remuneration system in this way in accordance with Section 87a para. 2 Sentence 2 AktG, it must report on this in a transparent manner in the remuneration report, in particular on the adjustment procedure and which remuneration components were adjusted.