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RENK Group AG

Remuneration Information Sep 12, 2024

6515_cgr_2024-09-12_fec50863-b46c-4d22-ade8-2fb105cb21da.pdf

Remuneration Information

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Description of the Remuneration of the Members of the Supervisory Board of RENK Group AG

The remuneration of the Supervisory Board members of RENK Group AG is set out in Section 15 of the articles of association (Satzung). In the following, the remuneration and the underlying remuneration system are described.

A. Procedure for establishing, implementing and reviewing the remuneration system

Pursuant to section 113 of the German Stock Corporation Act (Aktiengesetz - AktG), the General Meeting of a listed stock corporation has to decide on the remuneration of the Supervisory Board members when proposals for amending the remuneration system are presented, but at least every four years. The General Meeting is authorised to approve the current remuneration system or pass a resolution amending it. In compliance with the responsibilities provided for by law, the Management Board (Vorstand) and the Supervisory Board will refer suitable proposed resolutions to the General Meeting.

This enables the two bodies to supervise each other. The General Meeting finally decides on the nature and extent of remuneration.

The Supervisory Board's nomination and remuneration committee (Personalausschuss) will regularly review the remuneration system and the specific agreements on remuneration in order to ensure their appropriateness. Independent, external remuneration advisers may also be involved in this review process.

B. Basic features of the remuneration system

The currently applicable provisions on remunerating RENK Group AG's Supervisory Board members are set out in Section 15 of the Company's articles of association dated 18 January 2024. The remuneration system complies with the statutory requirements and also takes into account the requirements of the German Corporate Governance Code (Deutscher Corporate Governance Kodex DCGK) as amended on 28 April 2022 (DCGK).

The remuneration of RENK Group AG's Supervisory Board members is balanced overall and reasonably reflects their responsibilities, duties and performance as well as the Company's economic situation. The remuneration practice of other German listed companies of comparable size was also taken into account. Market rate remuneration is a relevant factor in enhancing the attractiveness of a seat on the supervisory board and being able to recruit and retain qualified office holders.

In accordance with recommendation G. 18 of the DCGK, the members of RENK Group AG's Supervisory Board will receive fixed remuneration without variable remuneration schemes. Remunerating the Supervisory Board based exclusively on fixed remuneration schemes is an ideal prerequisite for the neutral and objective supervisory and advisory function fulfilled by the Supervisory Board in relation to the Management Board. This independence plays a decisive role in effectively implementing the business strategy and contributes materially to the Company's sustainable success.

C. Remuneration components

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1. Annual fixed remuneration

The members of the Supervisory Board will receive annual fixed remuneration in the amount of $€ 60,000$. In line with recommendation G. 17 of the DCGK, the higher time expenditure by the chairperson and the vice-chairperson is to be adequately taken into account when remunerating the Supervisory Board members. For this reason, the Supervisory Board's chairperson will receive two times ( $€ 120,000$ ), the Supervisory Board's vice-chairperson one and a half times ( $€ 90,000$ ) the annual fixed remuneration of a full member of the Supervisory Board.

2. Committee work

Members of the Supervisory Board who additionally take on a role with responsibilities in any of the Supervisory Board's committees will receive additional remuneration for it. The members of the Supervisory Board will receive additional remuneration of $€ 10,000$ in each case for their work in Supervisory Board committees. The audit committee chairperson will receive two and a half times ( $€ 25,000$ ) the remuneration of a regular committee member. Chairpersons of other committees will receive two times ( $€ 20,000$ ) this additional remuneration. The higher time expenditure that comes with membership in a committee will be taken into account by means of the additional committee remuneration in accordance with recommendation G. 17 of the DCGK.

The claim for additional remuneration for committee members or chairpersons depends on if the relevant body met at least once a year to perform its duties.

3. Attendance fee

The Supervisory Board members will receive an attendance fee in the amount of $€ 500$ for attending meetings of the Supervisory Board or the relevant committees.

D. Further provisions

1. Due date

All remuneration components are payable after the end of each financial year.

2. Joining and leaving during the financial year

Supervisory Board members who serve on the Supervisory Board or hold the office of chairperson or vice-chairperson of the Supervisory Board for only a part of the financial year will receive corresponding pro rata remuneration. This equally applies to remuneration as a committee member or chairperson.

3. Reimbursed expenses

In addition to remuneration in line with their functions, the members of the Supervisory Board will be reimbursed for expenses incurred as a result of them serving on the Supervisory Board and for VAT (if any) payable on their remuneration and expenses.

4. Liability insurance (D\&O insurance)

Liability insurance with adequate cover to protect against risks arising from performing their duties as Supervisory Board members (directors \& officers liability insurance) will be taken out for the members of the Supervisory Board.

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