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PNE AG — Remuneration Information 2025
Mar 25, 2025
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Remuneration Information
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REMUNERATION REPORT OF PNE AG FOR THE 2024 FISCAL YEAR
In the following remuneration report prepared by the Board of Management and Supervisory Board, the Company reports on the remuneration awarded and due to the members of the Board of Management and Supervisory Board in accordance with Section 162 (1) sentence 1 of the German Stock Corporation Act (Aktiengesetz, AktG).
BOARD OF MANAGEMENT AND REMUNERATION OF THE BOARD OF MANAGEMENT
Principles of the applicable remuneration system for the Board of Management in the 2024 fiscal year
The remuneration system for the members of the Board of Management of PNE AG makes a significant contribution to promoting the business strategy of PNE AG. Its objective is to be a sustainably successful "Clean Energy Solutions Provider". For this purpose, the remuneration of the Board of Management members is based on various parameters, including the size of the company and the group of companies, the economic environment, the complexity of the Board of Management activities and the position of the company and its subsidiaries as well as the performance of the Board of Management as a whole and the experience and performance of the individual board members. In order to take these factors into account appropriately and to ensure compliance with the currently applicable benchmarks, the remuneration policy of the Board of Management is regularly reviewed by the Supervisory Board of the Company.
The remuneration system is structured in a way that promotes the sustainable and long-term corporate development of PNE AG and the achievement of the strategic corporate objectives. For this purpose, total remuneration of the individual Board of Management members consists of fixed and performance-related remuneration components. In addition, these two main remuneration components are supplemented by a package of non-performance-related additional benefits, which are linked to the activity of the Board of Management members for PNE AG (incl. insurance cover, company car).
The performance-related remuneration of the Board of Management members is, in turn, based on short-term and long-term targets, with the long-term targets predominating in order to ensure sustainable corporate development. This is intended to account for the medium- and long-term development of the Company in the remuneration system. The relevant parameters for the achievement of short-term and long-term targets are defined in target agreements
between the Company and the respective Board of Management member. In terms of the long-term corporate strategy, the main parameters are performance indicators such as the Group EBITDA, the price of the PNE share over a defined assessment period as well as, with regard to the short-term performance-related remuneration, individual personal targets of the individual members of the Board of Management, which are defined as part of the target agreements.
Particularly due to the sometimes long project development periods, the fixed remuneration and long-term performance-related remuneration components are of essential importance at PNE AG.
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 targets for the long-term performance-related remuneration.
The overall structure and level of the Board of Management remuneration are determined by the Supervisory Board — based on the proposals of the Supervisory Board's Personnel Committee — through the remuneration system and the individual contracts and target agreements. The remuneration and the parameters used for determination are regularly reviewed by the Supervisory Board. In designing the currently applicable remuneration system, the Supervisory Board also sought external expertise and compiled a peer group of 15 listed companies (TecDax, ÖkoDax) to determine the remuneration level.
The remuneration system for the Board of Management applicable for 2024 was submitted to the General Meeting of PNE AG on May 9, 2023 for approval. The General Meeting approved this remuneration system by a majority of .89.4% (hereinafter also referred to as the "Current Remuneration System"). The 2023 remuneration report was submitted to the General Meeting for approval in accordance with Section 120a (4) AktG on May 30, 2024 and approved with 90.31% of votes in favour.
The Current Remuneration System was predominantly decisive for the remuneration of the members of the Board of Management in the 2024 reporting year, but not without exception. The remuneration agreements concluded with Mr. Markus Lesser (who left the Board of Management at the end of July 31, 2024), Mr. Harald Wilbert (who was a member of the Board of Management throughout 2024) and Mr. Roland Stanze (who joined the Board of Management on August 1, 2024) were subject to this system. In contrast, the agreements in place with Mr. Jörg Klowat, who left the Board of Management at the end of his appointment
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on March, 31 2024, were still based on an earlier remuneration system, which differs from the Current Remuneration System, particularly with regard to regulations on variable remuneration and a special right of termination in the event of a change of control. Finally, Mr. Per Hornung Pedersen was appointed as a member of the Board of Management on an interim basis with effect from August 1, 2024 - following his previous position as Chairman of the Supervisory Board - and appointed Chairman of the Board of Management; however, due to the fact that his Board of Management activities are limited in time from the outset until March 31, 2025, significant deviations from the Current Remuneration System have been agreed with regard to his remuneration.
Overview of the Remuneration Components of the Board of Management
The Current Remuneration System of PNE AG consists of fixed remuneration of the members of the Board of Management as well as variable remuneration with short-term and long-term components and, in addition, further non-performance-related benefits (fringe benefits). Target and maximum amounts have been set for the individual components for the members of the Board of Management:
| Mr. Pedersen* | Mr. Wilbert | Mr. Stanze | Mr. Lesser | Herr Klowat** | |||
|---|---|---|---|---|---|---|---|
| Non-performance-related remuneration | Fixed remuneration | Annual amount: | EUR 600,000.00 | EUR 300,000.00 | EUR 275,000.00 | EUR 425,000.00 | EUR 325,000.00 |
| Payment in twelve equal installments (pro rata if the contract term begins or ends during the year) | |||||||
| Fringe benefits | Annual amount approx.: | EUR 50,000.00 | EUR 50,000.00 | EUR 50,000.00 | EUR 50,000.00 | EUR 50,000.00 | |
| Performance-related remuneration | Short-term performance-related remuneration | Annual target amount: | EUR 0.00 | EUR 120,000.00 | EUR 110,000.00 | EUR 160,000.00 | EUR 130,000.00 |
| Maximum amount: | EUR 0.00 | EUR 180,000.00 | EUR 165,000.00 | EUR 240,000.00 | EUR 182,000.00 | ||
| The bonus is due and payable after the Supervisory Board meeting on the approval of the annual financial statements for the fiscal year that was decisive for the achievement of the relevant short-term target. | |||||||
| Long-term performance-related remuneration | Annual target amount: | EUR 0.00 | EUR 180,000.00 (LTI 1) EUR 125,000.00 (LTI 2) | EUR 165,000.00 (LTI 1) EUR 125,000.00 (LTI 2) | EUR 240,000.00 (LTI 1) EUR 150,000.00 (LTI 2) | EUR 195,000.00 | |
| Maximum amount: | EUR 0.00 | EUR 540,000.00 (LTI 1) EUR 500,000.00** (LTI 2) | EUR 495,000.00 (LTI 1) EUR 500,000.00** (LTI 2) | EUR 720,000.00 (LTI 1) EUR 600,000.00** (LTI 2) | EUR 438,750.00 | ||
| The due dates and payment dates of the individual components of the long-term performance-related remuneration are described below in the section on long-term performance-related remuneration. | |||||||
| Total remuneration | Target remuneration | EUR 650,000.00 | EUR 775,000.00 | EUR 746,000.00 | EUR 1,050,000.00 | EUR 700,000.00 | |
| Maximum remuneration | EUR 650,000.00 | EUR 1,600,000.00 | EUR 1,600,000.00 | EUR 2,000,000.00 | EUR 995,750.00 |
- Due to the fact that Mr. Pedersen was appointed to the Board of Management on an interim basis from the outset, a fixed remuneration has been agreed with him in deviation from the Current Remuneration System; he also receives the usual fringe benefits. However, no provision has been made for performance-related remuneration.
** The remuneration shown for Mr. Klowat was not based on the Current Remuneration System, but on an earlier remuneration system approved by the General Meeting in 2021.
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The following table shows the relative shares of the remuneration components fixed remuneration, short-term variable remuneration, long-term variable remuneration and fringe benefits, in the maximum remuneration of the Board of Management members:
| Relative shares of the remuneration components in annual maximum remuneration | ||||||
|---|---|---|---|---|---|---|
| Mr. Pedersen* | Mr. Wilbert | Mr. Stanze | Mr. Lesser | Mr. Klowat** | ||
| Fixed remuneration | approx. 92.31% | approx. 25.11% | approx. 24.78% | approx. 26.82% | approx. 32.64% | |
| Short-term performance-related remuneration | approx. 0.00% | approx. 15.06% | approx. 14.86% | approx. 15.14% | approx. 18.28% | |
| Long-term performance-related remuneration | approx. 0.00% | approx. 55.65% | approx. 55.86% | approx. 54.89% | approx. 44.06% | |
| Fringe benefits | approx. 7.69% | approx. 4.18% | approx. 4.50% | approx. 3.15% | approx. 5.02% | |
| Maximum remuneration | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
- Due to the fact that Mr. Pedersen was appointed to the Board of Management on an interim basis from the outset, a fixed remuneration has been agreed with him in deviation from the Current Remuneration System; he also receives the usual fringe benefits. However, no provision has been made for performance-related remuneration.
** The remuneration shown for Mr. Klowat was not based on the Current Remuneration System, but on an earlier remuneration system approved by the General Meeting in 2021.
The following table shows the relative shares of the remuneration components fixed remuneration, short-term variable remuneration, long-term variable remuneration and fringe benefits in the target remuneration of the Board of Management members:
| Relative shares of the remuneration components in annual target remuneration | ||||||
|---|---|---|---|---|---|---|
| Mr. Pedersen* | Mr. Wilbert | Mr. Stanze | Mr. Lesser | Mr. Klowat** | ||
| Fixed remuneration | approx. 92.31% | approx. 38.72% | approx. 37.93% | approx. 41.46% | approx. 46.43% | |
| Short-term performance-related remuneration | approx. 0.00% | approx. 15.48% | approx. 15.17% | approx. 15.61% | approx. 18.57% | |
| Long-term performance-related remuneration | approx. 0.00% | approx. 39.35% | approx. 40.00% | approx. 38.05% | approx. 27.86% | |
| Fringe benefits | approx. 7.69% | approx. 6.45% | approx. 6.90% | approx. 4.88% | approx. 7.14% | |
| Target remuneration | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
- Due to the fact that Mr. Pedersen was appointed to the Board of Management on an interim basis from the outset, a fixed remuneration has been agreed with him in deviation from the Current Remuneration System; he also receives the usual fringe benefits. However, no provision has been made for performance-related remuneration.
** The remuneration shown for Mr. Klowat was not based on the Current Remuneration System, but on an earlier remuneration system approved by the General Meeting in 2021.
Fixed Remuneration of the Board of Management
The fixed remuneration is a fixed salary based on the full year, which is paid in twelve equal instalments after the end of a month. If the target total remuneration is reached, the share of fixed remuneration - not taking into account fringe benefits - should be around 40% of this. If a member leaves the Company during the year, the entitlement to remuneration accrues on a pro rata basis.
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Short-term variable Remuneration of the Board of Management (STI)
As part of their variable remuneration pursuant to the Current Renumeration System, the members of the Board of Management are granted short-term performance-related remuneration based on a one-year target (Short Term Incentive, "STI").
The targets for short-term variable remuneration are divided into financial and non-financial performance criteria. The financial targets - for example in relation to the development of Group EBITDA - are set for all members of the Board of Management; they are derived from the corporate planning and measure the achievement of budget values. In addition, the Supervisory Board also agrees personal (financial or non-financial) targets with the individual members of the Board of Management for short-term variable remuneration. The individual targets are determined annually on a person- and activity-specific basis. In this way, incentives can also be set for short-term corporate targets that are relevant in individual business areas of the Group. If 100% of the targets are achieved, the financial targets set for all members if the Board of Management account for 60% and the personal (financial or non-financial) targets for 40% of the short-term variable remuneration.
If the defined financial and non-financial targets are achieved in full, the member of the Board of Management receives the full amount defined for the STI (target amount). In addition, the Supervisory Board determines in advance the level of target achievement at which payment is made in relation to the financial and non-financial performance criteria. Specifically, it is agreed that there is no entitlement to an STI for a target achievement level of up to 90%. If the degree of target achievement is above 90% and up to 100%, the member of the Board of Management is then entitled up to the full amount of the target amount on an interpolated basis. In the event that the target is exceeded, interpolation is also carried out in such a way that for every 1% above the target, the STI amount is increased by 1%. However, the STI target amount is limited to a maximum of 150%, meaning that exceeding the target is not taken into account.
Long-term variable remuneration of the Board of Management
Due to the duration of project development and the long-term nature of PNE AG's business, long-term incentives should clearly outweigh short-term variable remuneration components in the performance-related remuneration of the members of the Board of Management. The Current Remuneration System provides for two remuneration elements on a long-term basis, namely
- variable remuneration with long-term targets for which the degree of target achievement is only determined after a period of three years (the target achievement period) (Long Term Incentive 1, "LTI 1"), and
- an additional variable remuneration with long-term targets, where target achievement is only determined after a period of up to four years, but at the earliest after a period of three years (Long Term Incentive 2, "LTI 2").
(1) LTI 1
The LTI 1 is allocated in annual tranches and consists of two components with different targets: (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 PNE AG's contribution to the expansion of renewable energies. The target achievement period for the individual tranches of LTI 1 is always three years.
The agreed TSR targets for LTI 1 relate to the development of the company value based on the Total Shareholder Return in the respective target achievement period. The TSR target envisaged in this respect stipulates that a total shareholder return of 12.5% per annum is to be achieved in the respective target achievement period. The TSR targets for LTI 1 are set uniformly for all members of the Board of Management.
The ESG targets for LTI 1 should take into account, in particular, PNE AG's contribution to the expansion of renewable energies, but also other targets from the areas of social issues (in particular employee concerns) and good corporate governance (e.g. governance, risk management, compliance, diversity). They can be defined for specific individuals and activities, but also uniformly for all members of the Board of Management.
The TSR targets and ESG targets for LTI 1 always have a weighting of 50:50 in relation to the target amount for LTI 1 - based on 100% target achievement.
As with the STI, the actual degree of target achievement must also be determined for the LTI 1 - but now based on the three-year target achievement period. Similarly, if the degree of target achievement is up to 90%, there is no entitlement to an LTI 1. If the degree of target achievement is more than 90% and up to 100%, the entitlement to the LTI 1 target amount increases interpolated to 100% if the degree of target achievement is the same. In the event
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that the target is exceeded, interpolation is also carried out in such a way that the LTI 1 amount is increased by 1% for every 1% in excess of the target. However, if the target is exceeded, the maximum possible entitlement is limited to 300% of the LTI 1 target amount, meaning that any degree of target achievement above this is not taken into account. Annual bonus payments can already be made to the members of the Board of Management during the target achievement period for LTI 1. At the end of the three-year target achievement period, the final amount for LTI 1 (taking into account any payments on account) is due and payable after the end of the month in which the Supervisory Board approves the annual and consolidated financial statements for the last financial year of the respective target achievement period in the following year. If an overpayment has been made as a result of payments on account, the excess amount paid must be reimbursed or can be offset against other claims of the member Board of Management for payment of performance-related remuneration components.
(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 as part of the Current Remuneration System. Unlike LTI 1, LTI 2 is not granted in annual tranches, but only upon conclusion or extension of a Board of Management service contract in the form of a final payment. The target achievement period is up to four years, but at least three years. In addition to the achievement of the target, a prerequisite for the payment of the LTI 2 is that the respective member of the Board of Management has been a member of the Board of Management of PNE AG during the entire target achievement period. Like LTI 1, the content of LTI 2 is based on TSR targets and ESG targets, each of which is also weighted at 50%. LTI 2 is limited to 100% of the target remuneration for this remuneration component. If the target is not met, no payment is made for LTI 2; if the target is exceeded, the amount payable as LTI 2 is not increased.
Non-performance-related Fringe Benefits for the Board of Management
In addition to the fixed remuneration and the variable performance-related remuneration components, the members of the Board of Management receive additional non-performance-related benefits. The relative share of this remuneration component is according to the Current Renumeration System approx. 3 to 5% of the possible maximum remuneration or 6 to 7% of the target remuneration. The regular fringe benefits agreed in the service contracts of the members of the Board of Management include premiums for health, care and accident insurance, continued payment of remuneration in the event of illness, an allowance for
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retirement benefits and for capital-forming benefits. In addition, the members of the Board of Management are provided with a company car and a company mobile phone by PNE AG.
The fringe benefits granted to members of the Board of Management are subject to fixed regulations and are thus also limited in amount.
The members of the Board of Management of PNE AG are also included in the coverage by a financial loss liability insurance (D&O insurance) taken out by the Company, taking into account a deductible corresponding to the provisions of Section 93 (2) sentence 3 of the German Stock Corporation Act.
Maximum limits for the Renumeration of the Board of Management (maximum remuneration)
According to the Current Remuneration System, the remuneration of the members of the Board of Management is subject to a cap or maximum remuneration, which comprises all fixed and variable remuneration components including fringe benefits as well as any special bonuses and other special payments. This maximum remuneration relates to the individual member of the Board of Management. The respective maximum limit relates to the maximum remuneration earned within a year (including provisions), i.e. not the remuneration actually received in a year. The remuneration earned in one year can then be paid out in different periods. This applies in particular to long-term variable remuneration components and this to LTI 1, but especially also to LTI 2, the basis of which is earned annually on a pro rata basis, but which is only paid out once.
The maximum annual remuneration is EUR 2,000,000.00 for the Chairman of the Board of Management and EUR 1,600,000.00 for the other members of the Board of Management.
The basis of LTI 2, which is only granted in the year in which a new Board of Management service contract is concluded or an existing Board of Management service contract is extended by reappointment, is allocated pro rata annually over a period of up to four (at least three) years. In accordance with the provisions of the service agreement LTI 2 is taken into account accordingly on a pro rata basis in the maximum annual remuneration, although it is only paid out once (provided the relevant targets are achieved).
In deviation from the requirements of the Current Remuneration System described above, previous regulations for maximum remuneration applied to Mr. Klowat, who was still a member
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of the Board of Management for the first three months of the reporting year; in this respect, the relevant amount for Mr. Klowat was EUR 995,750.00.
Benefits on Termination of the Board of Management Mandate in Special Cases
In accordance with the provisions of the Current Remuneration System, the following special agreements were made with the members of the Board of Management Mr. Lesser, Mr. Wilbert and Mr. Stanze in the event of the termination of their Board of Management mandates:
-
It was agreed between the company and the aforementioned members of the Board of Management that if the contract term ends during the year because no new appointment is made, the short-term variable remuneration for the financial year in question will be paid pro rata temporis. The Supervisory Board shall determine at its reasonable discretion and taking into account the target achievement estimated by the Board of Management what level of target achievement is likely to be achieved with regard to the short-term variable remuneration in the current financial year. The amount thus determined is due and payable at the time of departure. The following essentially applies to the entitlements of the departing member of the Board of Management in connection with the long-term variable remuneration: For each of the three-year tranches of the so-called LTI 1, their expected value is to be determined by the Supervisory Board in each case at its reasonable discretion and then settled in total by a corresponding payment due at the time of departure. The Supervisory Board should proceed as follows when determining the value: For the year of departure, the estimated degree of target achievement of the Board of Management is decisive. For the following year, the Board of Management's estimate is generally decisive, whereby a target achievement of at least 50% is assumed. Target achievement of 100% is assumed for the following year. There is no settlement of entitlements in connection with LTI 2 under any circumstances; it is therefore only paid out if the originally agreed target achievement period has also expired at the time of departure.
-
In the event of revocation of the appointment without the Company terminating the service contract for good cause, the Board of Management member is entitled to a one-off severance payment instead of the generally agreed remuneration claims resulting from the contract. The severance payment is subject to a severance payment cap of twice the total remuneration actually received by the Board member in the last full fiscal year. If the remaining term of the service contract on the date of revocation is less than
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two years, the severance cap is reduced pro rata temporis. Claims of the member of Board of Management for short-term or long-term performance-related variable remuneration to which the member of Board of Management is entitled for his activities up to the time of the revocation of appointment are settled in the same way as in the event that the contract ends because no new appointment follows (see first bullet point above).
- If a member of the Board of Management resigns and their service contract is terminated for good cause, all claims to payment of performance-related variable remuneration shall lapse without compensation, unless they were already due and payable at the time the termination took effect.
- In addition, the Supervisory Board has agreed a post-contractual non-competition clause with each of the members of the Management Board Mr. Lesser, Mr. Wilbert and Mr. Stanze in accordance with the provisions of the Current Remuneration System. This post-contractual non-competition clause covers a period of one year in each case and entitles the Management Board member to compensation for the duration of its validity in the amount of 1/12 of their respective fixed remuneration.
The service contract concluded between the company and Mr. Pedersen is limited in time due to the interim nature of his work from the outset. No special arrangements have been made with Mr. Pedersen in the event of the termination of his Management Board mandate.
In the year under review, it was mutually agreed with Mr. Lesser to terminate his Management Board service contract, which originally ran until December, 31 2027, with effect from the end of July, 31 2024. In this context, a one-off settlement payment was agreed with Mr Lesser, which included both claims in connection with long-term variable remuneration components from a previous Management Board service contract (for assessment periods since 2022) and any claims to performance-related remuneration from the prematurely terminated Management Board service contract. For reasons of deviation and simplification, the regulations of the renumeration system described above were not applied and thus deviated from the remuneration system.
The previous Management Board service contract with the member of the Board of Management Mr. Klowat ended at the end of March, 31 2024, as he was not reappointed. Upon his departure, Mr. Klowat therefore received benefits in accordance with the agreements made in his service contract at the time; these were essentially based on the remuneration system
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approved by the company's Annual General Meeting in 2021. In this respect, however, there are numerous similarities between this previous remuneration system and the Current Remuneration System. Under the previous remuneration system, the remuneration agreement in place with Mr. Klowat for the reporting period contained the following special provisions for the termination of Management Board mandates:
-
It was agreed between the company and Mr. Klowat that if the contract term ends during the year, because no new appointment is made, the performance-related remuneration for the relevant financial year will be paid pro rata temporis. The Supervisory Board and the respective member of the Board of Management are to agree on the probability of what level of target achievement will occur by the end of the relevant assessment periods. The estimated degree of target achievement of the Board of Management is decisive for the year of departure. For the following year, the Board of Management's estimate is generally decisive (unless obviously different), whereby a target achievement of at least 50% is assumed. Target achievement of 100% is assumed for the following year, unless there is a clear deviation. Payment/repayment is made when the member of the Board of Management leaves the company. There is no subsequent adjustment.
-
If the appointment is revoked without the company terminating the employment contract for good cause, the member of the Management Board is entitled to a one-off severance payment instead of the remuneration entitlements agreed in the contract. The severance payment has a severance cap of twice the amount of the total remuneration actually received by the member of the Management Board in the last full financial year - including the bonus payments made in this financial year for previous financial years - plus the provisions or liabilities recognized for long-term bonus components. If the remaining term of the contract at the time of revocation is less than two years, the severance payment cap is reduced pro rata temporis.
-
In the event of a change of control, the members of the Management Board have a special right of termination, which they can exercise within the two months following the change of control with a notice period of fourteen days. A change of control occurs if a third party notifies the company in accordance with Section 33 WpHG that it has reached or exceeded 50% of the voting rights in the company. If the special right of termination is exercised, the member of the Management Board is entitled to the agreed fixed salary for the remaining term of the contract and must be paid out in one amount without discounting. In addition, the member of the Management Board is
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entitled to a special bonus amounting to 100% of the bonuses expected up to the originally agreed end of the contract, limited by a severance payment cap of 150% of the severance payment cap agreed for the revocation of the appointment without termination of the service agreement.
Individual Remuneration of the Board of Management Members in the 2024 Fiscal Year
Remuneration awarded and due
The remuneration within the meaning of Section 162 (1) sentence 1 of the German Stock Corporation Act awarded and due to the members of the Board of Management in the 2024 fiscal year is illustrated below. Furthermore, it is explained to what extent the remuneration awarded and due corresponded to the remuneration system applicable to the 2024 fiscal year or to what extent it deviated from it. It also explains the performance criteria used.
The short-term variable remuneration for 2024 is reported in accordance with a vesting-oriented interpretation. This means that the short-term variable remuneration is reported for the financial year in which the underlying activity was fully performed at the end of the financial year and the performance measurement is completed and is therefore earned. The short-term variable remuneration is therefore reported for the 2024 financial year, even though the actual payment will not take place until the 2025 financial year.
For the long-term variable remuneration LTI 1 and LTI 2, on the other hand, a reporting logic is chosen that corresponds to an inflow-oriented interpretation. This ensures that all conditions precedent or conditions subsequent of the long-term variable remuneration have ceased to apply or have been fulfilled and that the actual amount of the remuneration instruments can be reported in accordance with the actual inflow.
In detail, the following remuneration within the meaning of Section 162 (1) sentence 1 of the German Stock Corporation Act was awarded and due to the members of the Board of Management in the 2024 fiscal year:
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| Remuneration awarded and due | Per Hornung Pedersen* | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) |
| Fixed remuneration | 250 | 99.01 | - | - | - | - | - | - | - | - |
| Short-term variable remuneration | - | - | - | - | - | - | - | - | - | - |
| Long-term variable remuneration | - | - | - | - | - | - | - | - | - | - |
| Fringe benefits | 3 | 0.99 | - | - | - | - | - | - | - | - |
| Total - remuneration awarded and due | 253 | 100.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 |
- Joined the Board of Management on an interim basis on August 1, 2024.
| Remuneration awarded and due | Herald Wilbert | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) |
| Fixed Remuneration | 300 | 52.70 | 63 | 29.08 | - | - | - | - | - | - |
| Short-term variable remuneration | 116 | 20.38 | 25 | 11.56 | - | - | - | - | - | - |
| Long-term variable remuneration (LTI 1) | 90 | 15.81 | 64 | 29.55 | - | - | - | - | - | - |
| of which for the 2023 - 2025 period | - | - | 64 | 29.55 | - | - | - | - | - | - |
| of which for the 2024 - 2026 period | 90 | 15.81 | - | - | - | - | - | - | - | - |
| special bonus | 44 | 7.73 | 54 | 24.97 | - | - | - | - | - | - |
| Fringe benefits | 19 | 3.39 | 10 | 4.85 | - | - | - | - | - | - |
| Total - remuneration awarded and due | 569 | 100.00 | 216 | 100.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 |
| Remuneration awarded and due | Roland Stanze* | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) |
| Fixed remuneration | 115 | 48.00 | - | - | - | - | - | - | - | - |
| Short-term variable remuneration | 115 | 48.11 | - | - | - | - | - | - | - | - |
| Long-term variable remuneration (LTI 1) | - | - | - | - | - | - | - | - | - | - |
| of which for the 2024 - 2026 period | - | - | - | - | - | - | - | - | - | - |
| Fringe benefits | 9 | 3.89 | - | - | - | - | - | - | - | - |
| Total - remuneration awarded and due | 239 | 100.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 |
- Joined the Board of Management on August 1, 2024
| Remuneration awarded and due | Markus Lesser* | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) |
| Fixed remuneration | 248 | 23.80 | 370 | 33.18 | 370 | 36.89 | 370 | 41.48 | 370 | 40.84 |
| compensation (non-compete) | 178 | 17.08 | - | - | - | - | - | - | - | - |
| Short-term variable remuneration | 0 | 0.00 | 207 | 18.56 | 207 | 20.64 | 207 | 23.21 | 148 | 16.34 |
| Long-term variable remuneration | 583 | 55.96 | 500 | 44.79 | 389 | 38.78 | 278 | 31.17 | 352 | 38.85 |
| of which for the 2017 - 2019 period | - | - | - | - | - | - | - | - | 63 | 6.95 |
| of which for the 2019 - 2021 period | - | - | - | - | - | - | - | - | 289 | 31.90 |
| of which for the 2020 - 2022 period | - | - | 167 | 14.93 | 56 | 5.58 | 278 | 31.17 | - | - |
| of which for the 2021 - 2023 period | 167 | 15.98 | - | - | 333 | 33.20 | - | - | - | - |
| of which for the 2022 - 2024 period | - | - | 333 | 29.86 | - | - | - | - | - | - |
| of which for the 2023 - 2025 period | 167 | 15.98 | - | - | - | - | - | - | - | - |
| Settlement payment | 250 | 23.99 | - | - | - | - | - | - | - | - |
| Fringe benefits | 33 | 3.16 | 39 | 3.47 | 37 | 3.69 | 37 | 4.15 | 36 | 3.97 |
| Total - remuneration awarded and due | 1,042 | 100.00 | 1,115 | 100.00 | 1,003 | 100.00 | 892 | 100.00 | 906 | 100.00 |
- Resigned from the Board of Management at the end of July 31, 2024.
| Remuneration awarded and due | Jörg Klowat* | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) |
| Fixed remuneration | 81 | 11.47 | 325 | 33.02 | 325 | 36.63 | 325 | 41.24 | 325 | 40.12 |
| Short-term variable remuneration | 33 | 4.59 | 182 | 18.49 | 182 | 20.51 | 182 | 23.10 | 130 | 16.05 |
| Long-term variable remuneration | 585 | 82.57 | 439 | 44.58 | 341 | 38.46 | 244 | 30.96 | 320 | 39.51 |
| of which for the 2017 - 2019 period | - | - | - | - | - | - | - | - | 60 | 7.41 |
| of which for the 2019 - 2021 period | - | - | - | - | - | - | - | - | 260 | 32.10 |
| of which for the 2020 - 2022 period | - | - | 146 | 14.86 | 49 | 5.49 | 244 | 30.96 | - | - |
| of which for the 2021 - 2023 period | 146 | 20.64 | - | - | 293 | 32.97 | - | - | - | - |
| of which for the 2022 - 2024 period | 146 | 20.64 | 293 | 29.72 | - | - | - | - | - | - |
| of which for the 2023 - 2025 period | 244 | 34.40 | - | - | - | - | - | - | - | - |
| of which for the 2024 - 2026 period | 49 | 6.89 | - | - | - | - | - | - | - | - |
| Fringe benefits | 10 | 1.37 | 39 | 3.91 | 39 | 4.40 | 37 | 4.70 | 35 | 4.32 |
| Total - remuneration awarded and due | 709 | 100.00 | 984 | 100.00 | 887 | 100.00 | 788 | 100.00 | 810 | 100.00 |
- Resigned from the Board of Management at the end of March 31, 2024.
Fixed Remuneration
The basic remuneration for the Board of Management members Mr. Lesser, Mr. Pedersen, Mr. Wilbert and Mr. Stanze corresponded to the remuneration system applicable for the 2024 financial year. For Mr. Klowat, it was still based on the agreements made on the basis of the remuneration system adopted in 2021. Performance criteria are not applicable in relation to the basic remuneration, as this is a fixed remuneration.
Short-term variable Remuneration
In deviation from the provisions of the Current Remuneration System, no short-term variable remuneration was agreed with Mr. Pedersen in view of his interim role from the outset. Therefore, no corresponding remuneration was awarded or owed to him.
In April 2025, Mr. Wilbert will receive a payment of EUR 116 thousand as short-term variable remuneration for his activities in the reporting year. This results from corresponding determinations by the Supervisory Board on the basis of the Group EBITDA as the relevant financial target, on the basis of the proceeds from project sales agreed as a target and also on the basis of the personal targets relevant to Mr Wilbert; the personal targets related in particular to the implementation of measures in the areas of accounting and controlling (including in connection with sustainability reporting, among other things). In the weighting with regard to the STI target amount of EUR 120 thousand (= 100%), the first two targets (Group EBITDA and income from project sales) each accounted for 30% and the personal targets for 40%. Overall, the actual target achievement rate for the STI for Mr. Wilbert is 96% according to the Supervisory Board's specifications. This was based on a target achievement level of 99% for the financial target (Group EBITDA), a target achievement level of 150% for the target relating to proceeds from project sales (capped in this respect due to actual target achievement exceeding this figure) and a target achievement level of 63% for the personal targets.
No target agreement was concluded with Mr. Stanze for 2024 and the Current Remuneration System was therefore deviated from. Mr. Stanze will receive a payment of EUR 115 thousand in April 2025. This payment covers both the short-term variable remuneration and the long-term variable remuneration for 2024.
Furthermore, with regard to his departure and the agreed premature termination of his service contract at the end of July 31, 2024, Mr. Lesser received a lump-sum payment to settle all possible claims to performance-related remuneration totalling EUR 250 thousand, whereby this was also linked to the - achieved - successful sale of the Papenrode wind farm under certain conditions. Without it being possible to specify the amount, this payment also included any claims to pro rata short-term performance-related remuneration for his activities in the first seven months of the reporting year.
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Finally, in April 2024, Mr. Klowat received a pro rata temporis amount of EUR 33 thousand as short-term performance-related remuneration for the first three months of the reporting year. In terms of target achievement, this was based on the assumption that a target achievement level of 100% was assumed for both the financial and personal targets for the three-month period in question.
Long-term variable Remuneration
No long-term variable remuneration has been agreed with Mr. Pedersen in view of his activities, which were designed to be interim from the outset. Therefore, no corresponding remuneration was awarded or owed to him.
Mr. Wilbert is entitled to the following long-term performance-related remuneration for his Board of Management activities in the reporting year: A target amount of EUR 180 thousand has been agreed with Mr. Wilbert as LTI 1 for the target achievement period 2024 - 2026, which he would be entitled to if 100% of the target were achieved. No interim payment on this LTI 1 was made to Mr. Wilbert in the reporting year. The TSR targets agreed for this purpose (in particular a total return of 12.5% per year resulting from the share price performance) and ESG targets (including the MW of additional capacity achieved as part of realized project developments) are decisive for this. In addition, a payment totalling EUR 500 thousand has been agreed with Mr. Wilbert as LTI 2 for the 4-year period from January 1, 2024 to December 31, 2027, provided that Mr. Wilbert remains a member of the Board of Management of PNE AG until the end of December 31, 2027 and, furthermore, the TSR targets and ESG targets also agreed for this purpose are achieved. In deviation from these agreements originally made for LTI 1 for the reporting year (and thus also in deviation from the Current Remuneration System), the Supervisory Board agreed with Mr. Wilbert in March 2025 to settle the potential claims arising from this for the reporting year with a one-off payment of EUR 90 thousand to be made in April 2025; at the same time, any claims in connection with LTI 2 for the reporting year should also be settled. The background to this is that the Supervisory Board will propose an updated remuneration system to the Annual General Meeting in May 2025. This will then uniformly form the basis for long-term variable remuneration, including Mr. Wuttke, who has been CEO since January 2025, with assessment periods beginning in 2025.
No agreement on long-term variable renumeration was concluded with Mr. Stanze for his Management Board activities in the reporting year (1 August to 31 December). In deviation from the Current Remuneration System, Mr. Stanze will receive a payment of EUR 115 thousand in April 2025, which covers the short-term and long-term variable remuneration for
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the pro rata temporis activity in 2024. The background to this is that the Supervisory Board will propose an updated remuneration system to the Annual General Meeting in May 2025. This will then uniformly form the basis for long-term variable remuneration, including Mr. Wuttke, who has been CEO since January 2025, with assessment periods beginning in 2025.
Mr. Lesser initially received a payment of EUR 167 thousand in April 2024 as long-term performance-related remuneration for the assessment period 2021 to 2023 in accordance with the agreements made. This was based on the agreements made in his previous Management Board service contract, which in turn were based on the remuneration system approved by the General Meeting in 2021. Accordingly, the starting point was two long-term targets, namely the average Group EBITDA in the assessment period and the development of the average weighted share price in the assessment period. Both targets were of equal importance, each with a target amount of half. However, if the respective target was exceeded, the limitation (cap) was different; for example, if the target for the average Group EBITDA was exceeded, the target amount applicable to 100% target achievement could increase to a maximum of 150%; if the target for the development of the average share price was exceeded, the target amount applicable to 100% could increase to up to 300% and was only to be capped if the target was exceeded. In accordance with the agreements reached, the actual target achievement level of 134% with regard to the average Group EBITDA in the assessment period led to an entitlement to 150% of the target amount attributable to it. With regard to the development of the weighted average share price, actual target achievement of over 1,300% in the assessment period led to an entitlement of 300% of the target amount attributable to this. As a result, one third of the payment of EUR 167 thousand made as long-term performance-related remuneration was attributable to the highest possible target achievement for average Group EBITDA and two thirds to the highest possible target achievement for the development of the average weighted share price. It should also be taken into account here that an amount of a further EUR 333 thousand had previously been paid as an advance payment as long-term performance-related remuneration for the 2021 to 2023 assessment period. In addition, Mr. Lesser received a further payment of EUR 167 thousand in July 2024 as long-term performance-related remuneration or as an advance payment for the 2023 to 2025 assessment period. This payment was also based on the agreements made in his previous Management Board service contract. In view of Mr. Lesser's departure and the fact that the assessment period has not yet been completed, this payment was made as a settlement payment without a specific target achievement level being set.
Furthermore, with regard to his departure and the agreed early termination of his service contract at the end of July 31, 2024, a lump-sum payment to settle all possible other claims to
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performance-related remuneration in the total amount of EUR 250 thousand, whereby this was additionally linked to the – achieved – successful sale of the Papenrode wind farm at certain conditions. Without this being able to be specified in terms of amount, this payment amount, any claims to pro rata long-term performance-related remuneration for his activities in the first seven months of the reporting reporting year and in previous years. In addition, Mr. Lesser received compensation of EUR 178 thousand for the period from 1 August to 31 December 2024. Mr. Lesser will receive compensation for a total of 12 months, i.e. until the end of July 2025.
In the course of the termination of his Management Board service contract at the end of March 31, 2024, Mr. Klowat received payments totaling EUR 585 thousand in connection with long-term performance-related remuneration. The underlying agreements in his service contract were also based on the remuneration system approved by the Annual General Meeting in May 2021. The total amount to which Mr. Klowat is entitled as long-term performance-related remuneration related to the four three-year assessment periods 2021 to 2023, 2022 to 2024, 2023 to 2025 and 2024 to 2026. Accordingly, the starting point was two long-term targets, namely the average Group EBITDA in the respective assessment period and the development of the average weighted share price in the respective assessment period. Both targets were of equal importance with half of the target amount for each. However, if the respective target was exceeded, the limitation (cap) was different; for example, if the target for the average Group EBITDA was exceeded, the target amount applicable to 100% target achievement could increase to a maximum of 150%; if the target for the development of the average share price was exceeded, the target amount applicable to 100% could increase to up to 300% and was only to be capped if the target was exceeded. In accordance with the agreements reached, the actual target achievement level of 134% achieved with regard to the average Group EBITDA in the 2021 to 2023 assessment period led to an entitlement to 150% of the target amount attributable to it. In terms of the development of the weighted average share price, actual target achievement of over 1,300% in the 2021 to 2023 assessment period led to an entitlement of 300% of the target amount attributable to it. As a result, one third of the payment of EUR 146 thousand still made as long-term performance-related remuneration for the 2021 to 2023 assessment period was attributable to the highest possible target achievement for average Group EBITDA and two thirds to the highest possible target achievement for the development of the average weighted share price. It should also be noted here that an amount of a further EUR 293 thousand had previously been paid as an advance payment as long-term performance-related remuneration for the 2021 to 2023 assessment period. In the case of payments of long-term remuneration components, which related to the three subsequent three-year assessment periods, these assessment periods had not yet expired, which is why the
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payments related to them (totalling EUR 439 thousand) were made early due to Mr. Klowat's departure from the Board of Management, with the compensation and the assumed target achievement in each case being based on the agreements made for such a termination of the contract. In detail, an amount of EUR 146 thousand was initially paid for the assessment period 2022 to 2024, which was added to an advance payment of EUR 293 thousand already made earlier for this assessment period. In principle, the system already described for the 2021 to 2023 assessment period applied to the targets and their weighting. Together with the assumptions made in the course of Mr. Klowat's departure before the end of the 2022 to 2024 assessment period, this resulted in an underlying target achievement level of 118% with regard to average Group EBITDA and an underlying target achievement level of 568% with regard to the development of the average weighted share price (with a cap of 300%). For the assessment period 2023 to 2025, Mr. Klowat received EUR 244 thousand; based on the agreements made in this respect for a contract termination occurring during the assessment period, the target achievement levels estimated by the Board of Management and agreed with the Supervisory Board with regard to the two relevant targets were used as a basis for this. Finally, the same applies to the payment of EUR 49 thousand made in relation to the 2024 to 2026 assessment period, whereby this was made pro rata temporis, as only three months of the 2024 to 2026 assessment period had elapsed at the time the contract was terminated. In accordance with the agreements made, the amount paid was calculated on the basis of a target achievement rate of 100% in each case.
Special bonus
For the 2024 financial year, the Supervisory Board has made use of the option to grant a special bonus in one case. Mr. Wilbert will receive a discretionary bonus in the amount of EUR 44 thousand.
Fringe Benefits
The fringe benefits for all members of the Board of Management corresponded to the Current Remuneration System applicable for the 2024 financial year. This also applies to Mr. Klowat, whose entitlement to fringe benefits was formally based on a previous remuneration system; however, there are no material differences between the Current Remuneration System and this previous remuneration system with regard to the fringe benefits. Performance criteria are not applicable to the fringe benefits, as they are, like the fixed remuneration, fixed remuneration components.
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Additional Disclosures on the Board of Management Remuneration pursuant to Section 162 (1) and (2) of the German Stock Corporation Act
The members of the Board of Management are not granted any shares or share options in the Company as part of their contractually agreed remuneration.
There was no clawback of variable remuneration components from members of the Board of Management in 2024.
In deviation from the Current Remuneration System, only a fixed remuneration (as well as fringe benefits) but no performance-related remuneration (i.e. neither short-term nor long-term) has been agreed with Mr Pedersen for the period from August 1, 2024 to March 31, 2025 in view of his interim management activity. The reason for this deviation is that, in the opinion of the Supervisory Board, it is not possible to set meaningful targets for performance-related remuneration for this relatively short period of time and the interim nature of this management activity.
In addition, the lump sum payment agreed with Mr. Lesser in view of his departure and the agreed early termination of his service contract at the end of July 31, 2024 to compensate for any performance-related remuneration claims represented a partial deviation from the provisions for termination of Board of Management activities provided for in the Current Remuneration System.
Furthermore, the lump-sum settlement of short-term and long-term variable remuneration components agreed with Mr. Stanze for his activities in 2024 was a deviation from the Current Remuneration System. This was due in particular to the fact that Mr. Stanze was only a member of the Management Board for five months in the reporting year and that the Supervisory Board will propose an updated remuneration system to the Annual General Meeting in May 2025.
Finally, the lump-sum settlement of long-term variable remuneration components agreed with Mr. Wilbert for his activities in 2024 was also a deviation from the Current Remuneration System. This is also due to the intended update of the remuneration system.
The maximum remuneration was complied with or undercut for all Board of Management members due to the parameters set by the Supervisory Board and the appropriately agreed
target agreements. For further details regarding the maximum remuneration, please refer to the table at the top of page 3.
Accordingly, Mr. Pedersen is entitled to a maximum annual remuneration of EUR 650 thousand, consisting of an annual fixed remuneration of EUR 600 thousand and annual fringe benefits of up to EUR 50 thousand. Mr. Pedersen received a total of EUR 253 thousand for his 5 months of activity in the reporting year. This was therefore below the pro rata maximum remuneration of EUR 271 thousand.
A maximum annual remuneration of EUR 1.6 million has been agreed with Mr. Wilbert. Mr. Wilbert received a total of EUR 569 thousand as remuneration awarded and owed for his activities in the reporting year. His remuneration was therefore well below the maximum remuneration of EUR 1.6 million.
A maximum annual remuneration of EUR 1.6 million has been agreed with Mr. Stanze. Mr. Stanze received a total of EUR 239 thousand as remuneration awarded and owed for his activities in the reporting year. This remuneration was therefore significantly below the pro rata maximum remuneration of EUR 667 thousand.
A maximum annual remuneration of EUR 2 million was agreed with Mr. Lesser. Mr. Lesser received a total of EUR 864 thousand as remuneration awarded and owed for his activities in the reporting year. This is therefore below the pro rata maximum remuneration of EUR 1,167 thousand. In addition, Mr. Lesser received a waiting allowance of EUR 178 thousand, which, however, is not to be taken into account for the maximum remuneration.
A maximum annual remuneration of EUR 996 thousand was agreed with Mr. Klowat. Mr. Klowat received a total of EUR 709 thousand as remuneration awarded and owed for his work in the reporting year. Most of this (namely EUR 585 thousand) was long-term variable remuneration components. Only a small proportion of this, namely around EUR 114 thousand, was attributable to the reporting year. If the fixed remuneration of EUR 81 thousand and the short-term variable remuneration of EUR 33 thousand as well as fringe benefits of EUR 10 thousand are added to this, Mr. Klowat's total remuneration for the reporting year amounts to EUR 238 thousand. This is therefore also below the pro rata maximum remuneration of EUR 249 thousand.
No benefits were promised to the Board of Management members by third parties in respect of their activities as Board of Management members.
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Supervisory Board and Remuneration of the Supervisory Board
Principles of the Currently Applicable Remuneration System for the Supervisory Board in the Year 2024
The remuneration of the Supervisory Board of PNE AG is determined by corresponding resolutions of the General Meeting pursuant to § 11 of the Articles of Association. This is fixed remuneration, which increases, in addition to the basic amount and the attendance fees, if it refers to the Chairman or Deputy Chairman of the Supervisory Board and/or any committee members/chairpersons. There are no plans to include an additional variable remuneration component. The remuneration to which the members of the Supervisory Board are entitled shall be paid pro rata at the end of each quarter. This type of remuneration was resolved by the General Meeting. In addition to the relevant fixed remuneration, the actual time and effort expended by individual Supervisory Board members in attending meetings is also taken into account through attendance fees. The fixed remuneration ensures the basis of and the incentive for continuous monitoring and accomplishment of the tasks of the Supervisory Board in the interest of PNE AG, without making this dependent on external factors or specific economic developments of PNE AG.
In addition to the monetary remuneration, PNE AG also bears the costs of a financial loss liability insurance (D&O insurance) for the members of the Supervisory Board as a fringe benefit component.
The current remuneration system for the Supervisory Board was approved or confirmed by the Annual General Meeting of PNE AG on May 9, 2023. The resolution of the General Meeting was passed with a majority of 93.41%.
Remuneration of the Supervisory Board
Pursuant to § 11 of the Articles of Association, the Supervisory Board of PNE AG receives a fixed remuneration, which is based on the position of the individual member of the Supervisory Board, their participation in the Supervisory Board meetings and their activities in the committees of the Supervisory Board. The General Meeting of the Company is responsible for determining the remuneration of the Supervisory Board.
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According to the Articles of Association, the Chairman of the Supervisory Board receives EUR 120 thousand, the Deputy Chairman EUR 90 thousand and the other members of the Supervisory Board EUR 60 thousand as fixed remuneration; in addition, each member of the Supervisory Board receives EUR 1,000.00 per meeting. The Chairman of the Audit Committee receives fixed remuneration of EUR 30 thousand and each other member of the Audit Committee EUR 15 thousand as additional remuneration. The chairpersons of other Supervisory Board committees receive additional remuneration of EUR 20 thousand. The total remuneration of all members of the Supervisory Board in the 2024 fiscal year amounted to EUR 397 thousand (prior year: EUR 453 thousand).
Mr. Donzelli, Mr. Oppenauer and Mr. van't Noordende issued a written declaration to the Company that they waive their fixed remuneration and the attendance fees granted pursuant to the Articles of Association for their term of office.
In addition, the Company bears the cost of directors' and officers' liability insurance for all members of the Supervisory Board (D&O insurance).
Individual Remuneration of the Supervisory Board Members in the 2024 Fiscal Year
The following tables show the remuneration of the Supervisory Board members in the 2024 fiscal year and, for comparison, in the 2020 - 2023 fiscal years, in each case including the relative proportions of the individual remuneration components, i.e. fixed remuneration, fixed remuneration for membership of committees and attendance fees (fixed renumeration per meeting).
In accordance with § 11 of the Articles of Association, the total Supervisory Board remuneration is payable pro rata temporis after the end of a quarter. The remuneration stated in each case is therefore regarded as "remuneration due", as the underlying performance of the Supervisory Board members has been rendered in full by the reporting date of December 31, 2024. Accordingly, the tables show the amounts due to the Supervisory Board members for their activity in the 2024 fiscal year, even though the pro rata remuneration for the 4th quarter was not paid until 2025. Irrespective of the fact that payment is not made until after the end of the reporting year, this is intended to achieve transparent and comprehensible reporting on Supervisory Board remuneration and to ensure a relation between activity and the agreed remuneration specific to the relevant period.
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| Remuneration due | Per Hornung Pedersen* | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | |
| Remuneration component | 70.0 | 73.94 | 120.0 | 75.47 | 120.0 | 77.42 | 120.0 | 80.00 | 120.0 | 79.47 |
| Fixed remuneration | 70.0 | 73.94 | 120.0 | 75.47 | 120.0 | 77.42 | 120.0 | 80.00 | 120.0 | 79.47 |
| Committee remuneration | 11.7 | 12.32 | 20.0 | 12.58 | 20.0 | 12.90 | 20.0 | 13.33 | 20.0 | 13.25 |
| Attendance fees | 13.0 | 13.73 | 19.0 | 11.95 | 15.0 | 9.68 | 10.0 | 6.67 | 11.0 | 7.28 |
| Total | 94.7 | 100.0 | 159.0 | 100.0 | 155.0 | 100.0 | 150.0 | 100.0 | 151.0 | 100.0 |
*Member of the Supervisory Board until July 2024
| Remuneration due | Marcel Egger | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) |
| Fixed remuneration | 60.0 | 56.07 | 60.0 | 55.56 | 60.0 | 56.60 | 60.0 | 58.82 | 60.0 | 57.69 |
| Committee remuneration | 30.0 | 28.04 | 30.0 | 27.78 | 30.0 | 28.30 | 30.0 | 29.41 | 30.0 | 28.85 |
| Attendance fees | 17.0 | 15.89 | 18.0 | 16.67 | 16.0 | 15.09 | 12.0 | 11.76 | 14.0 | 13.46 |
| Total | 107.0 | 100.0 | 108.0 | 100.0 | 106.0 | 100.0 | 102.0 | 100.0 | 104.0 | 100.0 |
| Remuneration due | Dr. Susanna Zapreva | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) |
| Fixed remuneration | 60.0 | 65.22 | 60.0 | 64.52 | 60.0 | 66.67 | 60.0 | 68.97 | 60.0 | 67.42 |
| Committee remuneration | 15.0 | 16.30 | 15.0 | 16.13 | 15.0 | 16.67 | 15.0 | 17.24 | 15.0 | 16.85 |
| Attendance fees | 17.0 | 18.48 | 18.0 | 19.35 | 15.0 | 16.67 | 12.0 | 13.79 | 14.0 | 15.73 |
| Total | 92.0 | 100.0 | 93.0 | 100.0 | 90.0 | 100.0 | 87.0 | 100.0 | 89.0 | 100.0 |
| Remuneration due | Christoph Oppenauer* | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) |
| Fixed remuneration | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 |
| Committee remuneration | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 |
| Attendance fees | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 |
| Total | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
**Waiver declared for remuneration of the full period in office
| Remuneration due | Alberto Donzelli* | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) |
| Fixed remuneration | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 |
| Committee remuneration | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 |
| Attendance fees | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 |
| Total | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
**Waiver declared for remuneration of the full period in office
| Remuneration due | Marc van't Noordende* | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (in TEUR) | (in %) | (in TEUR) | (in %) | (in TEUR) | (in %) | (in TEUR) | (in %) | (in TEUR) | (in %) |
| Fixed remuneration | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 |
| Committee remuneration | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 |
| Attendance fees | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 |
| Total | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
*Waiver declared for remuneration of the full period in office
| Remuneration due | Roberta Benedetti* | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (in TEUR) | (in %) | (in TEUR) | (in %) | (in TEUR) | (in %) | (in TEUR) | (in %) | (in TEUR) | (in %) |
| Fixed remuneration | 60.0 | 65.22 | 60.0 | 64.52 | 40.0 | 67.80 | 0.0 | 0.00 | 0.0 | 0.00 |
| Committee remuneration | 15.0 | 16.30 | 15.0 | 16.13 | 10.0 | 16.95 | 0.0 | 0.00 | 0.0 | 0.00 |
| Attendance fees | 17.0 | 18.48 | 18.0 | 19.35 | 9.0 | 15.25 | 0.0 | 0.00 | 0.0 | 0.00 |
| Total | 92.0 | 100.0 | 93.0 | 100.0 | 59.0 | 100.0 | 0.0 | 0.0 | 0.0 | 0.0 |
*Member of the Supervisory Board since May 2022
| Remuneration due | Florian Schuhbauer* | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (in TEUR) | (in %) | (in TEUR) | (in %) | (in TEUR) | (in %) | (in TEUR) | (in %) | (in TEUR) | (in %) |
| Fixed remuneration | 0.0 | 0.00 | 0.0 | 0.00 | 25.0 | 78.13 | 60.0 | 85.71 | 60.0 | 84.51 |
| Committee remuneration | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 |
| Attendance fees | 0.0 | 0.00 | 0.0 | 0.00 | 7.0 | 21.88 | 10.0 | 14.29 | 11.0 | 15.49 |
| Total | 0.0 | 0.0 | 0.0 | 0.0 | 32.0 | 100.0 | 70.0 | 100.0 | 71.0 | 100.0 |
*Member of the Supervisory Board May 2022
| Remuneration due | Dr. Jens Kruse* | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) |
| Fixed remuneration | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 37.5 | 73.89 |
| Committee remuneration | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 6.3 | 12.32 |
| Attendance fees | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 7.0 | 13.79 |
| Total | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 50.8 | 100.0 |
*Member of the Supervisory Board until May 2020
| Remuneration due | Andreas M. Rohardt* | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) |
| Fixed remuneration | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 25.0 | 80.65 |
| Committee remuneration | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 |
| Attendance fees | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 6.0 | 19.35 |
| Total | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 31.0 | 100.0 |
*Member of the Supervisory Board until May 2020
| Remuneration due | Dirk Simons* | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||
| Remuneration component | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) | (€k) | (in %) |
| Fixed remuneration | 10.0 | 90.91 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 |
| Committee remuneration | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 |
| Attendance fees | 1.0 | 9.09 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 | 0.0 | 0.00 |
| Total | 11.0 | 100.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
*Member of the Supervisory Board since November 2024
In addition, in accordance with the Articles of Association, the members of the Supervisory Board are entitled to reimbursement of expenses and of the value-added tax payable on their remuneration over and above the remuneration stated.
No member of the Supervisory Board provided personal services (such as consulting services) for PNE AG or its affiliated companies in the 2024 fiscal year and therefore did not receive any other remuneration based on such services.
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Comparative presentation of the Annual Change in the Remuneration of the Corporate Bodies, including Development of Earnings and the Average Remuneration of Employees of PNE AG
Principles of Presentation
In the following, the percentage change in the remuneration of the members of the Board of Management as well as the members of the Supervisory Board is compared in each case with the earnings development of PNE AG and with the average remuneration of the employees on a full-time equivalent basis. The change in the 2024, 2023, 2022 and 2021 fiscal years compared to the respective previous year is considered. With regard to the remuneration of the members of the corporate bodies and the development of the Company's earnings, we follow the view closely based on the wording of the law, according to which only an annual change from the previous year to the reporting year is to be disclosed.
Insofar as the development of earnings is based on the development of the annual result (net income/ net loss), the basis for the indicated annual change is the annual result shown in the annual financial statements of PNE AG prepared, audited and approved in accordance with the provisions of the German Commercial Code (Section 275 (2) no. 17 HGB). Insofar as the development of earnings is based on the Group EBITDA, the basis for the respective change is the Group EBITDA reported in the audited and approved consolidated financial statements of PNE AG prepared in accordance with IFRS.
The group of employees taken into account comprises the employees ((employees, trainees and interns) working for the PNE Group in Germany and abroad in the respective year, converted to full-time equivalents. The resulting average number of full-time employees for a given year was compared with the total gross remuneration paid in that year (including all special payments such as Christmas bonuses, vacation pay, supplements, lump sums, benefits in kind, etc.). From this, the average annual remuneration as a full-time employee was then determined in each case, as well as finally its stated annual change.
Annual Change in the Remuneration of Board of Management Members in Comparison
| Comparative presentation
acc. To Sec. 162 (1) no. 2 AktG | Annual change | Annual change | Annual change | Annual change |
| --- | --- | --- | --- | --- |
| | 2024 vs. 2023 | 2023 vs. 2022 | 2022 vs. 2021 | 2021 vs. 2020 |
| Board of Management remuneration | | | | |
| Markus Lesser (Board member until 31.7.2024) | -7% | 11% | 12% | -2% |
| Jörg Klowat (Board member until 31.3.2024) | -28% | 11% | 13% | -3% |
| Harald Wilbert (Board member since 15.10.2023) | 163% | n/a | n/a | n/a |
| Per Hornung Pedersen (Board member since 1.8.2024) | n/a | n/a | n/a | n/a |
| Roland Stanze (Board member since 1.8.2024) | n/a | n/a | n/a | n/a |
| Eranings development | | | | |
| Annual result (net income/net loss) of PNE | -77% | 4% | -67% | 81% |
| Group EBITDA | 73% | 13% | 8% | 24% |
| Average remuneration of employees | | | | |
| Total workforce | 6% | 3% | 1% | 3% |
The stated changes in the Board of Management remuneration are based on the total of all fixed and performance-related remuneration components received by the respective Board member in a given year. For this purpose, the standards of Section 162 (1) no. 1 of the German Stock Corporation Act were applied retrospectively in the same way as otherwise used in this remuneration report for Board of Management remuneration in the 2024 fiscal year.
Annual Change in the Renumeration of the Supervisory Board Members in Comparison
| Comparative presentation
acc. to Sec. 162 (1) no. 2 AktG | Annual change | Annual change | Annual change | Annual change |
| --- | --- | --- | --- | --- |
| | 2024 vs. 2023 | 2023 vs. 2022 | 2022 vs. 2021 | 2021 s. 2020 |
| Supervisory Board remuneration | | | | |
| Mr. Hornung Pedersen | -40% | 3% | 3% | -1% |
| Mr. Oppenauer | - | - | - | - |
| Mr. Donzelli | - | - | - | - |
| Mrs. Dr. Zapreva | -1% | 3% | 3% | -2% |
| Mr. Egger | -1% | 2% | 4% | -2% |
| Mr. van’t Noordende* | - | - | - | - |
| Mrs. Benedetti | -1% | 58% | 100% | - |
| Eranings development | n/a | | | |
| Annual result (net income/net loss) of PNE AG | -77% | 4% | -67% | 81% |
| Group EBITDA | 73% | 13% | 8% | 24% |
| Average remuneration of employees | | | | |
| Total workforce | 6% | 3% | 1% | 3% |
*Member of the Supervisory Board since November 2024 / ** Member of the Supervisory Board until 2024
The stated changes in the Supervisory Board remuneration are based on the total of all fixed and performance-related remuneration components received by the respective Supervisory Board member in a given year. This is the sum of the fixed remuneration, the committee remuneration and the attendance fees. To determine the remuneration obtained, the standards
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of Section 162 (1) no. 1 of the German Stock Corporation Act were applied retrospectively in the same way as otherwise used in this remuneration report for the Supervisory Board remuneration in the 2024 fiscal year.
Cuxhaven, 25 March 2025
PNE AG
For the Supervisory Board: For the Board of Management:
| Dirk Simons
(Chairman of the Supervisory Board) | Heiko Wuttke
(Chairman of the Board of Management) | Harald Wilbert |
| --- | --- | --- |
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Independent Auditor's Assurance Report on Examination of the Remuneration Report pursuant to Section 162 (3) AktG
To PNE AG, Cuxhaven
Opinion
We have formally examined the remuneration report of PNE AG, Cuxhaven for the financial year from January 1 to December 31, 2024 to determine whether the disclosures pursuant to Section 162 (1) and (2) AktG have been made in the remuneration report. In accordance with Section 162 (3) AktG, we have not examined the content of the remuneration report.
In our opinion, the accompanying remuneration report complies, in all material respects, with the disclosure requirements pursuant to Section 162 (1) and (2) AktG. Our opinion does not cover the content of the remuneration report.
Basis for Opinion
We conducted our examination of the remuneration report in compliance with Section 162 (3) AktG taking into account the IDW assurance standard: Examination of the remuneration report pursuant to Section 162 (3) AktG (IDW AsS 870 (09.2023). Our responsibilities under this regulation and this standard are further described in the "Our Responsibilities" section of our assurance report. Our audit firm has applied the IDW Standard on Quality Management 1: Requirements for Quality Management in Audit Firms (IDW QMS 1). We have complied with our professional duties pursuant to the German Public Accountants Act [WPO] and the Professional Charter for Auditors/Chartered Accountants [BS WP/vBP], including the independence requirements.
Responsibilities of the Management Board and the Supervisory Board
The management and the Supervisory Board of PNE AG are responsible for the preparation of the remuneration report, including the related disclosures, in accordance with the requirements of Section 162 AktG. The management and the Supervisory Board are also responsible for such internal control as they have determined necessary to enable the preparation of the remuneration report that is free from material
misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or error.
Our Responsibilities
Our objectives are to obtain reasonable assurance about whether the remuneration report complies, in all material respects, with the disclosure requirements pursuant to Section 162 (1) and (2) AktG, and to issue an assurance report that includes our opinion.
We planned and performed our examination to obtain evidence about the formal completeness of the remuneration report by comparing the disclosures made in the remuneration report with the disclosures required by Section 162 (1) and (2) AktG. In accordance with Section 162 (3) AktG, we have not examined whether the disclosures are correct or individual disclosures are complete or whether the remuneration report is fairly presented.
Handling Potential Misleading Presentations
In connection with our examination our responsibility is to read the remuneration report by taking into account the findings of the audit of the annual financial statements and, in doing so, remain alert for indications of misleading presentations in the remuneration report to determine whether the disclosures are correct or individual disclosures are complete or whether the remuneration report is fairly presented.
If, based on the work we have performed, we conclude that there is such misrepresentation, we are required to report that fact. We have nothing to report in this regard.
Bremen, 25 March 2025
KPMG AG
Wirtschaftsprüfungsgesellschaft
Bötel
Wirtschaftsprüfer
[German Public Auditor]
Meyer
Wirtschaftsprüfer
[German Public Auditor]