SGL CARBON SE

Remuneration Information • Mar 23, 2022

Remuneration Report

Board of Management remuneration in the 2021 fiscal year

This report describes the remuneration system and the remuneration for the members of the Board of Management and the Supervisory Board of SGL CARBON SE for the 2021 fiscal year. It also contains detailed and individualized information on the structure and amount of the individual components of the remuneration of the Board of Management and the Supervisory Board. The report contains the disclosures in accordance with the content requirements of the Act Implementing the Second Shareholders' Rights Directive (ARUG II) of December 12, 2019, and is subject to both a formal audit in accordance with section 162 of the German Stock Corporation Act (AktG) and a substantive audit due to an extension of the engagement.

The system of remuneration for members of the Board of Management is determined by the Supervisory Board. The Personnel Committee of the Supervisory Board develops appropriate recommendations for this purpose and prepares a remuneration resolution for the complete Supervisory Board. The Supervisory Board may call/consult external consultants if necessary. The remuneration system adopted by the Supervisory Board will be submitted to the Annual General Meeting for approval.

The 2020 remuneration system consists in general of the components of basic salary (plus fringe benefits), short-term variable remuneration, long-term variable remuneration, contributions to retirement plans and a shareholding requirement. To ensure sustainable and long-term development of the company as required by Section 87a of the German Stock Corporation Act (AktG), the Supervisory Board selects at least one of the objectives from the topic areas of Environment, Social/Employees or Governance/Compliance. The financial and individual targets set in the performance-related compensation components are in line with the business strategy and the sustainable long-term development of the Company. Thus, as part of the short-term variable compensation, incentives are set for the sustainable development of the Company via individual targets for the members of the Board of Management. The Supervisory Board also focuses on the long-term development of the Company and has therefore given a correspondingly high weighting to the proportion of multi-year performance-related compensation components. The Supervisory Board has additionally defined the components of the individual remuneration of the total target remuneration and introduced rules on retaining or reclaiming variable remuneration in the event of serious breaches of duty or compliance obligations and/or incorrect determination of the amount of the remuneration (referred to as clawback).

The Annual General Meeting of SGL Carbon SE approved the Board of Management remuneration system 2020 on June 16, 2020, with a majority of 98.93% of the votes cast. The 2020 Board of Management remuneration system will be applied to the new contracts of the two active Board of Management members, but not to old contracts, and can also be viewed on the company's homepage.

Board of Management in 2021

The Articles of Association of SGL Carbon provide that the Board of Management should generally consist of at least two members.

In the 2021 fiscal year, Dr. Torsten Derr and Mr. Thomas Dippold were members of the Board of Management of SGL Carbon SE, each appointed by the Supervisory Board for a term of five years effective June 1, 2020, and October 15, 2020, respectively.

Structure of Board of Management remuneration

The remuneration of the members of the Board of Management includes both non-performance-related salary and non-cash fringe benefits and retirement plan entitlements as well as performancerelated (variable) components.

The non-performance-related components include a fixed annual salary (basic remuneration), fringe benefits and an annual retirement plan contribution. The basic remuneration (€650,000 p.a. for Dr. Derr and €450,000 p.a. for Mr. Dippold ) is paid in twelve equal installments at the end of each month. The fringe benefits mainly include the use of a company car, including use of a shared driver and for the Chairman of the Executive Board a housing allowance. In addition, D&O insurance with a deductible is granted in accordance with the German Stock Corporation Act (AktG).

The performance-based components consist of a one-year variable remuneration (SGL Carbon Bonus plan, STI) and a multi-year variable remuneration (SGL Carbon Long-Term Incentive plan, LTI).

The appropriateness of the Board of Management remuneration is reviewed on a horizontal and vertical level at regular intervals by an independent external appraiser and is subject to approval by the Supervisory Board. Comparable companies listed in Germany

(SDAX companies) are used as a horizontal baseline. The vertical intra-company remuneration comparison relates to the ratio of the remuneration of the Board of Management to the remuneration of the non-executive staff employed in Germany and to the remuneration of the senior management of the SGL Carbon Group.

SGL Carbon Bonus plan (STI plan)

The one-year variable remuneration (Short-Term Incentive plan or STI plan) of the members of the Board of Management is measured on the basis of a target bonus set individually for each member of the Board of Management (Dr. Derr €450,000, Mr. Dippold €310,000 per year).

In determining the one-year variable remuneration, the Supervisory Board generally sets two financial performance targets, which may change from year to year. These are weighted equally at 50%. For each performance target, the Supervisory Board sets a lower and an upper limit. For each performance target achievement can range from 0%, if the lower limit is reached, up to 200%, if the upper limit is reached.

To determine the one-year variable remuneration, the figure resulting from the financial performance targets is multiplied by a discretionary performance factor ranging from 0.7 to 1.3 (see chart). The payout amount is capped at 200% of the target bonus.

With respect to the discretionary performance factor, the Supervisory Board sets at least three targets in advance for each member of the Board of Management. These targets play a role in determining the level of the discretionary performance factor after the one-year performance period has ended and should also include material sustainability targets (Environment, Social/Employees, Governance/Compliance) in particular. In determining the discretionary performance factor after the end of the performance period, the Supervisory Board will take into account the level of achievement in relation to these objectives in the overall context. The Supervisory Board is otherwise free to determine the discretionary performance factor at its own discretion within this framework.

STI plan payout in 2021

The short-term variable remuneration for members of the Board of Management paid in the 2021 fiscal year was based on the target achievement of the relevant SGL Carbon Bonus plans for the 2020 fiscal year. For the 2020 financial year, the targets for 100% achievement of earnings before tax (IBT) were €12 million and Group sales €1,056 million. The lower limits of the target achievement corridors for the two financial performance targets of the STI plan (earnings before taxes (IBT) of €0 million and consolidated sales of €1,003 million for the 2020 financial year) were not achieved in each case, meaning that the target achievement was already 0% in mathematical terms. The achievement of the Board of management members' personal targets was therefore no longer an issue under the STI Plan system. Accordingly, in the case of Dr. Majerus and Dr. Bühler, the remuneration due for the one-year variable remuneration amounted to €0. It was agreed in respect to Dr. Derr and Mr. Dippold, who were both appointed to the Board of Management during the course of 2020, that at least €450,000 in the case of Dr. Derr and at least €25,834 in the case of Mr. Dippold will be paid out for the 2020 fiscal year to compensate for disadvantages associated with commencement of duties.

SGL Carbon Long-Term Incentive plan

Members of the Board of Management are entitled to multi-year variable remuneration in the form of the long-term incentive (LTI) plan. The purpose of the LTI plan is to reward sustainable and longterm corporate development. This is reflected by the multi-year development of return on capital employed – ROCEEBIT (performance target) and the share price. One tranche of the plan is granted each year. The Supervisory Board sets the target ROCEEBIT – including a lower and upper threshold relevant for remuneration – for a term of four years.

With the granting of a tranche, an annual allocation amount in euros is fixed for each member of the Board of Management (Dr. Derr €700,000 and Mr. Dippold €490,000 per tranche). A preliminary number of virtual shares (performance share units, PSUs) is calculated for each tranche. The number of preliminary PSUs is determined at the beginning of the relevant performance period by dividing the allocation amounts by the average share price prior to the start of the performance period. The four-year performance period of an LTI plan starts at the beginning of January of the first year (grant date) and runs until the end of December of the fourth year (vesting date), that is, from January 1, 2021, to December 31, 2024, for the 2021-2024 LTI plan.

After four years, the extent to which the specified ROCE target has been achieved is determined. It is only paid out if at least the minimum ROCE threshold is achieved. The final number of PSUs is limited and can range from 0% to 150% of the preliminary number of PSUs. A potential payout amount is calculated by multiplying the final number of PSUs by the average share price at the end of the performance period. The total amount to be paid is capped at 200% of the allocation value on the grant date. Payouts are made in cash.

LTI plan payout in 2021

The multi-year variable remuneration granted to the members of the (former) Board of Management in the 2021 fiscal year under the LTI plan resulted from target achievement for the 2017-2020 performance period. The payout amount is based on the multiyear development of the return on capital employed – ROCEEBIT performance target and the development of the share price over the performance period. The two (former) members of the Board of Management with entitlements under the 2017–2020 LTI plan, Dr. Köhler and Dr. Majerus, had the same performance target here. For the 2017-2020 LTI Plan, Dr. Köhler was granted an allocation amount of €700,000 or 82,450 PSUs and Dr. Majerus was granted an allocation amount of €545,000 or 64,194 PSUs. After the close of the 2020 fiscal year, the Supervisory Board calculated that there was a relevant ROCEEBIT performance target achievement of around 26.8%. Together with the share price development (relevant share price before the start of the performance period: €8.49; relevant share price at the end of the performance period: €3.78), the calculated overall target achievement derived from this was roughly 11.9%. This resulted in payout amounts of €62,644 for Dr. Köhler and €63,676 for Dr. Majerus, taking into account the pro-rata membership of the Board of Management during the performance period of the 2017–2020 LTI plan. No other SGL Carbon long-term incentive plan were due for payout in the 2021 fiscal year, so no further payments were made to members of the Board of Management in this respect.

Shareholding requirements

The members of the Board of Management are generally required to permanently hold a fixed number of shares in SGL Carbon SE during their term on the Board of Management. For the Chairperson of the Board of Management, the number of shares to be held is based on their fixed annual salary. For the other members of the Board of Management, the number of shares to be held is based on 85% of their fixed annual salary. The number of shares to be held is determined by dividing the fixed annual salary (or 85% of the annual salary) by the arithmetic mean of the Xetra closing price of SGL shares over the last 60 trading days prior to the start of the term of the Board of Management employment contract and is to be built up successively within four years if the Board of Management member does not yet fulfill the shareholding requirement.

The Supervisory Board is entitled to redefine the number of shares to be held upon reappointment of the Board of Management in accordance with the procedure described.

Maximum total remuneration / clawback

The remuneration system also places a cap on the amount of annual gross remuneration that could theoretically be paid to the members of the Board of Management (including expenses for the company retirement plan), factoring in all remuneration components. The maximum permissible annual total remuneration for members of the Board of Management, taking into account all remuneration components (including contributions to company retirement plans and fringe benefits), is capped at €3,600,000 for Dr. Derr and €2,280,000 for Mr. Dippold, as well as at €3,600,000 for Dr. Köhler and €3,100,000 each for Dr. Majerus and Dr. Bühler. Within this absolute limit, the one-year variable remuneration is capped at a maximum of 200% of the target bonus (that is, the annual value agreed in the STI if 100% of the target is achieved), while that of the multi-year variable remuneration is capped at 200% of the allocation value (that is, the annual allocated value for the LTI plan).

Under the currently valid 2020 Board of Management remuneration system, members of the Board of Management may be required to return all or part of their variable remuneration for a fiscal year or – in the event of a violation of the Compliance Clawback Provision – also have it withheld during a current performance period: (i) if the member of the Board of Management in question has seriously violated their statutory duties or internal codes of conduct in the relevant assessment period (Compliance Clawback) or (ii) if variable remuneration components were wrongly paid out on the basis of incorrect data (in the amount of the difference between the correct amount and the actual payout). This was not the case in the 2021 fiscal year.

Benefits after leaving the Board of Management

If a member's appointment to the Board of Management ends prematurely, whether by mutual agreement, revocation, resignation or termination as a result of procedures under corporate law in accordance with the German Transformation Act (UmwG), the member of the Board of Management will receive a maximum severance payment equal to two years' annual remuneration. This does not apply if the Board of Management member is at fault for their removal from the Board of Management or if they resign without good cause. If the remaining term of the Board of Management member's employment contract is less than two years, the severance amount is reduced on a pro-rata basis. The amount of the annual remuneration to be used as a basis is determined from the total amount of the fixed salary and the variable remuneration components based on 100% target achievement, excluding noncash benefits and other fringe benefits for the last full fiscal year prior to the end of the Board of Management member's employment contract. There is no commitment to pay benefits if a Board of Management member's appointment to the Board of Management is terminated prematurely due to a change of control.

As a rule, the members of the Board of Management are subject to a non-competition clause for one year after the end of their contract. As compensation, the company pays the members of the Board of Management a non-compete bonus equal to 50% of their annual remuneration for the duration of the non-compete period. The amount of the annual remuneration to be used as a basis is determined from the total amount of the fixed salary and the short-term variable remuneration components based on 100% target achievement, excluding non-cash benefits and other fringe benefits for the last full fiscal year prior to the end of the Board of Management member's employment contract. Any other income received by the Board of Management member is offset against the non-compete bonus. In addition, any severance payments will be offset against the non-compete bonus. The non-compete bonus paid for the subsequent non-competition clause for departing members of the Board of Management and any remuneration for unused vacation are reported as extraordinary remuneration

Total remuneration for the Board of Management 2021 (according to ARUG II)

Total remuneration granted and owed to the Board of Management in accordance with Section 162 of the German Stock Corporation Act (AktG) is defined if it was actually paid to the member of the governing body and thus becomes part of his or her assets. For fiscal year 2021 the compensation amounted to €2,123,491 (2020: €3,060,582). Of this total remuneration, €1,575,834 (2020: €1,299,319) was attributable to fixed remuneration, €55,127 to fringe benefits (2020: €49,280), €0 to one-year variable remuneration (2020: €369,886), €126,320 to multi-year variable remuneration (2020: €310,522) and €366,210

(2020: €1.031.575) to extraordinary remuneration for Dr. Majerus. The share of fixed remuneration including fringe benefits of the total remuneration in the 2021 fiscal year was 100% for both active Board of Management members, as no variable remuneration components were due for payment due to the start of the activities of both members of the Board of Management in the 2020 financial year. For Dr. Majerus, the share of fixed remuneration of total remuneration was 85% in fiscal year 2021. The maximum remuneration for both Board of Management members was not reached in the past fiscal year. No use was made of the option to reclaim variable remuneration components from the Board of Management members. There were no deviations from the remuneration system of the Board of Management in the reporting year.

According to the alternative interpretation of the IDW (Alternative 2), for which the compensation is based on the activity performed in full in fiscal year 2021, the total remuneration for the active members of the Board of Management amount to €2,675,127, consisting of €1,590,031 for Dr. Derr and €1,085,096 for Mr. Dippold. For Dr. Derr, this comprises a basic remuneration of €650,000, fringe benefits of €40,031 and an STI bonus of €900,000, and for Mr. Dippold a basic remuneration of €450,000, fringe benefits of €15,096 and an STI bonus of €620,000. At the time of preparation, the Supervisory Board had not yet passed a final resolution on the annual performance-related payout amounts for 2021.

Members of the Board of Management were granted PSUs from the LTI plan as their multi-year variable remuneration. The LTI tranches granted in the 2021 fiscal year were granted to the members of the Board of Management on the basis of a four-year performance period in each case.

In the previous fiscal year, Dr. Majerus left his position by mutually agreed termination of his employment relationship on November 30, 2020. In accordance with his employment contract, he was granted a severance payment totaling €933,333, which was paid out in full in the 2020 fiscal year. The variable remuneration granted on a pro-rata basis up to the termination date (STI and LTI benefits) will be paid out for the outstanding tranches at maturity. To compensate for the non-competition clause, Dr. Majerus received a monthly non-compete bonus of €73,242 in the period from December 2020 to the end of May 2021. In addition, he received remuneration of €25,000 in December 2020 for vacation not taken, which, together with the non-compete bonus and the severance payment, is reported as extraordinary remuneration in the remuneration table. As part of his termination agreement, a lump-sum contribution of €175,000 was agreed for the 2020 fiscal year instead of the contractually agreed retirement plan component of €140,000. This increased commitment for 2020 covers the pro-rata retirement plan component up to the original contract end date of June 30, 2021. The retirement plan provisions for Dr. Majerus were also fully allocated with regard to his retirement benefits as of December 31, 2020.

The following remuneration was granted to the members of the Board of Management active in the 2021 reporting year (individualized presentation; payment consideration):

Dr. Torsten Derr		Thomas Dippold
Active Board of Management:		Chief Executive Officer		Chief Financial Officer
Compensation granted and owed		(since June 1, 2020)		(since October 15, 2020)
	2020	2021	2020	2021
Fixed remuneration	379,167	650,000	95,455	450,000
Fringe benefits	23,240	40,031	1,258	15,096
Compensation for disadvantages/minimum bonus	0	450,000	0	25,834
Total fixed remuneration	402,407	1,140,031	96,713	490,930
One-year variable remuneration 2)
	0	0	0	0
Multi-year variable remuneration 1)	0	0	0	0
LTI 2017-2020		0		0
LTI 2016-2019	0		0
Total variable remuneration	0	0	0	0
Total remuneration	402,407	1,140,031	96,713	490,930

For former Board of Management members, the amounts granted and owed for 2020 and 2021 are as follows:

Dr. Jürgen Köhler
(former CEO)
2021
0
0
0
0
62,644
62,644
0
62,644
62,644

1) The amounts for fiscal year 2021 and 2020 for multi-year remuneration represent the amounts paid of the respective LTI tranches.

2) The amounts of the one-year variable remuneration paid in 2021 represent the payout amounts for the target achievement of the 2020 financial year, and the amounts of the one-year variable remuneration paid in 2020 represent the payout amounts for the target achievement of the 2019 financial year, r espectively.

Additional disclosures regarding sharebased and similar remuneration instruments in the 2021 fiscal year

The following table shows the SAR (Stock Appreciation Rights) plans which were granted in the years up to 2014 and which are in the process of being phased out, having been replaced by the LTI plan:

SAR		Balance as of Dec. 31, 2020			As of Dec., 31 2021
	Number	Weighted base price		Number	Weighted base price
Dr. Jürgen Köhler	46,000	30.77	16,000	30,000	33.84
Jürgen Muth	60,000	31.76	30,000	30,000	37.77
Dr. Gerd Wingefeld	112,000	29.59	52,000	60,000	33.84
Dr. Stephan Bühler	15,000	27.84	0	15,000	27.84

The SARs in existence as of December 31, 2021, could not be exercised. This is because SGL share prices were significantly below the base prices in the 2021 fiscal year (for details, see Notes to the Consolidated Financial Statements, no. 29).

In previous years, the following performance share units (PSUs) were granted from the LTI plan. Based on SGL Carbon's results and ROCE performance, the LTI plans granted for the 2018 to 2021 tranche are expected to achieve their targets at the end of the four-year performance period. The average ROCE targets to be achieved are 8.7% (minimum 6.2%) for the 2019–2022 LTI plan, 7.0% (minimum 4.0%) for the 2020–2023 LTI plan and 7.8% (minimum 5.0%) for the 2021–2024 LTI plan. To ensure comparability, the final LTI target achievement is adjusted by the Supervisory Board for extraordinary events such as impairment losses and can therefore not be derived directly from the published ROCE figures.

If the average ROCE over the four-year performance period is below the minimum values, no payout is made. The LTI plans outstanding at the end of 2021 relate not only to the two active members of the Board of Management but also to the former Board of Management members Dr. Köhler, Dr. Majerus and Dr. Bühler. Dr. Bühler received a full annual tranche of the LTI 2020- 2023 for his one-year term on the Executive Board, which was limited from the start, from October 2019 to October 2020. The LTI plans that have been granted in the fiscal year and that are still in progress for the fiscal year are shown in the following table:

LTI active & former Board of					Performance 0% -
Management	Tranche	Allocation value €	Price €1)	PSU Grant	150%2)	Fair value €3)
Dr. Torsten Derr	LTI 2020-2023	416,111	4.62	90,067	108.5%	333,780
Dr. Torsten Derr	LTI 2021-2024	700,000	3.78	185,185	150.0%	350,000
Thomas Dippold	LTI 2020-2023	104,712	4.62	22,665	108.5%	71,593
Thomas Dippold	LTI 2021-2024	490,000	3.78	129,630	150.0%	245,000
Dr. Michael Majerus	LTI 2018-2021	700,000	11.34	61,728	7.6%	26,442
Dr. Michael Majerus	LTI 2019-2022	700,000	7.17	97,629	0.0%	0
Dr. Michael Majerus	LTI 2020-2023	700,000	4.62	151,515	108.5%	291,217
Dr. Stephan Bühler	LTI 2020-2023	545,000	4.62	117,965	108.5%	546,219
Dr. Jürgen Köhler	LTI 2018-2021	700,000	11.34	61,728	7.6%	18,132
Dr. Jürgen Köhler	LTI 2019-2022	700,000	7.17	97,629	0.0%	0
Total		5,755,823		1,015,741		1,882,384

1) Fair value on grant date before dilution

2) Estimated attainment

3) Number of PSU weighted with the pro rata performance and the average share price of €7.73 over the last 20 days in fiscal yea r 2021, cap at 200% for the LTI 2021-2024

Company retirement benefit plans

Members of the Board of Management receive company retirement benefits in the form of a defined contribution direct commitment. This covers retirement benefits upon reaching the statutory retirement age, disability and death. There is an entitlement to early payout beginning at the age of 62.

For each member of the Board of Management, SGL Carbon SE pays a contribution into a benefits account for each past year of service during the term of employment. The benefits account bears interest until retirement benefits begin. Any extra interest generated due to a rate of interest higher than the statutory guaranteed interest rate for the life insurance industry applicable at the time is additionally credited to the benefits account when benefits begin (surplus share). In the event of disability or death prior to retirement benefits coming due based on age, contributions are added to the benefits account up to the age of 60, with the top-up benefit being limited to a maximum of ten contributions. Payout in the event of retirement is made as a lump-sum payment or, upon request, in ten annual installments.

The new retirement benefits system was applied to Dr. Derr and Mr. Dippold. The present values of the defined benefit obligations shown in the following table are covered by a reinsurance policy in the amount of €110,320 (for Dr. Derr) and €29,721 (for Mr. Dippold).

As of Dec. 31, 2021 active members of Board of Management	Present value of defined benefit obligation		Service costs
€ thousand	2021	2020	2021	2020
Dr. Torsten Derr	337	147	227	133
Thomas Dippold	184	44	167	35
Total	521	191	394	168

The total remuneration of the former Board of Management, executive management and their surviving dependents amounted to €2.5 million in the 2021 fiscal year (2020: €2.6 million). At the end of 2021, there were retirement benefit plan obligations to former members of the Board of Management and their surviving dependents totaling €62.8 million (2020: €70.9 million), of which €29.2 million (2020: €29.5 million) is covered by reinsurance policies.

The retirement benefit income of the members of the Board of Management of SGL Carbon SE for the last ten years amount to:

	Pension benefit
Former Members of Board of Management		payments
€ thousand	2021	2020
Dr. Michael Majerus	0	0
Dr. Jürgen Köhler	0	0
Dr. Gerd Wingefeld	331	330
Armin Bruch	320	319
Jürgen Muth	232	231
Theodore H. Breyer	483	494
Gesamt	1,366	1,374

Remuneration of the Supervisory Board

The Annual General Meeting of SGL Carbon SE approved the remuneration system for the Supervisory Board as set out in Section 12 of the Articles of Association on June 16, 2020 with a majority of 99.63% of the votes. In addition to reimbursement of out-of-pocket expenses, each member of the Supervisory Board receives fixed remuneration of €50,000 per year, payable at the end of the fiscal year. Assumption of a position on the Supervisory Board involving additional responsibility and workload, such as Chairpersonship and Vice-Chairpersonship and/or participation in or Chairpersonship of a Supervisory Board committee, is compensated at a higher fixed remuneration. The Chairperson of the Supervisory Board receives two and a half times the standard remuneration, the Vice-Chairperson one and a half times the standard remuneration. Each member of the Personnel and Nominating Committees receives €2,000 per committee meeting upon attendance, and each member of the Audit Committee receives €3,000 per committee meeting upon attendance. The Chairperson of the Personnel Committee and the Nomination Committee receive €3,000; the Chairperson of the Audit Committee receives €6,000 per meeting. The company also grants the members of the Supervisory Board an attendance allowance of €400 for their participation in a Supervisory Board meeting.

In the present system of Supervisory Board remuneration, the fixed component accounts for 100% of the remuneration, while the variable component accounts for 0%. Not least due to the consideration that the workload and the risk profile of the Supervisory Board's activities increase in difficult business situations, in such situations misguided incentives arising from decreasing remuneration are avoided and the Supervisory Board is able to act independently in the fulfillment of its monitoring task. This might not be the case if the performance-related remuneration structures for the Board of Management and Supervisory Board were identical, and this arrangement is also intended to foster the long-term development of the company.

Annual remuneration is due and paid at the end of each fiscal year, and attendance and committee participation fees are due and paid following the respective events. In the event of resignation from the Supervisory Board during the year, the pro-rata annual remuneration for this period together with the remuneration and attendance fees for Supervisory Board and committee meetings are due and payable upon resignation. There are no further severance or remuneration arrangements subsequent to the term of office.

The full Supervisory Board and the Board of Management review the remuneration system for the Supervisory Board regularly as required, but at least every four years. This review includes a comparison of the current remuneration with the development of Supervisory Board remuneration at comparable companies, such as the development of remuneration at SDAX companies.

The company includes the members of the Supervisory Board in the coverage of a pecuniary loss liability insurance policy taken out by the company. This insurance provides for a deductible for the Supervisory Board of Management member of 10% of the loss up to at least the amount of one and a half times the fixed annual remuneration.

		Age at the time of	Period of service
	Board member	publication of	(appointed up	Basic	Additional
€ thousand	since	annual report 2021	to)	remuneration	remuneration	Total
Susanne Klatten (Chairwoman) 1)	2009	59	2025	125.0	14.0	139.0
Georg Denoke (Deputy Chairman) 2)	2015	57	2025	75.0	20.0	95.0
Helmut Jodl (Deputy Chairman)	2008	60	2023	75.0	10.0	85.0
Ana Cristina Ferreira Cruz	2013	58	2023	50.0	2.0	52.0
Edwin Eichler	2010	63	2025	50.0	2.0	52.0
Ingeborg Neumann	2018	64	2023	50.0	19.0	69.0
Markus Stettberger	2013	50	2023	50.0	11.0	61.0
Dieter Züllighofen	2016	55	2023	50.0	11.0	61.0
Total				525.0	89.0	614.0

1) Chairwoman of the Personnel and Nomination Committee

2) Chairman of the Audit Committee

Comparative information on Board of Management remuneration

The "Annual Development of Board of Management Remuneration" table contains a comparative presentation of the annual change in remuneration with the development of sales and earnings performance of the SGL Group as well as the remuneration development of the entire SGL Carbon SE workforce and of the

German subsidiaries. The annual development of board compensation is only comparable to a limited extent for new board members and for board members leaving the Company. In the case of Dr. Derr and Mr. Dippold, disproportionate percentages in the 2021/2020 year-on-year comparison arise from the fact that they began their service on the Board of Management in June 2020 and October 2020 respectively.

Annual Development of Remuneration	2021 zu 2020	2020 zu 2019	2019 zu 2018	2018 zu 2017	2017 zu 2016
Remuneration of Board Members
Dr. Torsten Derr, CEO	183%	N/A	N/A	N/A	N/A
Thomas Dippold, CFO	408%	N/A	N/A	N/A	N/A
Dr. Michael Majerus, former CFO	–48%	–34%	1%	–17%	41%
Dr. Stephan Bühler, former Board Member for Legal and Compliance	–100%	325%	N/A	N/A	N/A
Dr. Jürgen Köhler, former CEO	–79%	–78%	–12%	–14%	31%
Susanne Klatten (Chairwoman)	–13%	14%	5%	–6%	2%
Georg Denoke (Deputy Chairman)	–2%	2%	13%	21%	–3%
Helmut Jodl (Deputy Chairman)	–14%	16%	6%	–5%	0%
Ana Cristina Ferreira Cruz	–4%	3%	2%	–1%	–4%
Edwin Eichler	–4%	3%	–4%	–1%	2%
Ingeborg Neumann	–17%	20%	78%	N/A	N/A
Markus Stettberger	–3%	3%	–2%	–1%	0%
Dieter Züllighofen	–3%	3%	3%	6%	33%
Development of financial performance of the Group / SGL Carbon SE
Sales development	10%	–15%	4%	22%	12%
Net result	157%	47%	–318%	–70%	224%
Net result of SGL Carbon SE	400%	–41%	157%	–126%	155%
Development of remuneration of employees
Remuneration of employees of SGL Carbon in Germany	21%	–5%	–9%	10%	6%
Remuneration of employees of SGL Carbon Group	15%	–6%	–3%	3%	4%

Wiesbaden, March 23, 2022

For the Supervisory Board

For the Board of Management

of SGL Carbon SE

of SGL Carbon SE

sgd. Susanne Klatten

sgd.Dr. Torsten Derr

(Chair of the Supervisory Board of SGL Carbon SE)

(Chairman of the Management Board of SGL Carbon SE)