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Stabilus SE

Remuneration Information Dec 8, 2025

6214_cgr_2025-12-08_3759412b-e513-44f5-b63d-c79d76787051.pdf

Remuneration Information

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Stabilus SE Frankfurt/Germany

Remuneration report for the financial year from 1 October 2024 to 30 September 2025 and Report of the Independent Auditor

TRANSLATION

– German version prevails –

Deloitte GmbH Wirtschaftsprüfungsgesellschaft

Remuneration Report

Report of the Independent Auditor

General Engagement Terms for Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften (German Public Auditors and Public Audit Firms)

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited ("DTTL"), its global network of member firms, and their related entities (collectively, the "Deloitte organization"). DTTL (also referred to as "Deloitte Global") and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/de/UeberUns to learn more.

REPORT OF THE INDEPENDENT AUDITOR

To Stabilus SE, Frankfurt/Germany

We have audited the accompanying remuneration report of Stabilus SE, Frankfurt/Germany, ("the Company") for the financial year from 1 October 2024 to 30 September 2025, including the related disclosures, which has been prepared to comply with Section 162 German Stock Corporation Act (AktG).

Responsibilities of the Executive Directors and of the Supervisory Board

The executive directors and the supervisory board of Stabilus SE, Frankfurt/Germany, are responsible for the preparation of the remuneration report, including the related disclosures, that complies with the requirements of Section 162 AktG. The executive directors and the supervisory board are also responsible for such internal control as they consider necessary to enable the preparation of a remuneration report, including the related disclosures, that is free from material misstatement, whether due to fraud or error.

Auditor's Responsibilities

Our responsibility is to express an opinion on this remuneration report, including the related disclosures, based on our audit. We conducted our audit in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW). These Standards require that we fulfil the professional responsibilities and that we plan and perform the audit so that we obtain reasonable assurance as to whether the remuneration report, including the related disclosures, is free from material misstatements.

An audit involves performing audit procedures in order to obtain audit evidence for the amounts stated in the remuneration report, including the related disclosures. The choice of the audit procedures is subject to the auditor's professional judgement. This includes assessing the risk of material misstatements, whether due to fraud or error, in the remuneration report, including the related disclosures. In assessing these risks, the auditor considers the system of internal control, which is relevant to preparing the remuneration report, including the related disclosures. Our objective is to plan and perform audit procedures that are appropriate in the circumstances, but not to express an audit opinion on the effectiveness of the Company's system of internal control. An audit also comprises an evaluation of the accounting policies used, of the reasonableness of accounting estimates made by the executive directors and the supervisory board as well as an evaluation of the overall presentation of the remuneration report, including the related disclosures.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Deloitte GmbH Wirtschaftsprüfungsgesellschaft

Audit Opinion

In our opinion, on the basis of the knowledge obtained in the audit, the remuneration report for the financial year from 1 October 2024 to 30 September 2025, including the related disclosures, complies, in all material re-

spects, with the accounting principles of Section 162 AktG.

Other Matter – Formal Audit of the Remuneration Report

The content audit of the remuneration report described in this report comprises the formal audit required under Section 162 (3) AktG including the issuance of a report on this audit. Since our audit opinion on the content audit is unmodified, this audit opinion includes that the disclosures required under Section 162 (1) and (2) AktG are

contained, in all material respects, in the remuneration report.

Intended Use of the Report

We issue this report as stipulated in the engagement letter agreed with the Company. The audit has been performed for the purposes of the Company and the report is solely intended to inform the Company about the

result of the audit.

Liability

This report is not intended to be used by third parties as a basis for any (asset) decision. We are liable solely to Stabilus SE, Frankfurt/Germany, and our liability is also governed by the engagement letter dated 21 May 2025 agreed with the Company as well as the "General Engagement Terms for Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften (German Public Auditors and Public Audit Firms)" promulgated by the Institut

der Wirtschaftsprüfer (IDW) in the version dated 1 January 2017 (IDW-AAB). However, we do not accept or as-

sume liability to third parties.

Frankfurt/Germany, 4 December 2025

Deloitte GmbH

Wirtschaftsprüfungsgesellschaft

Signed: Signed:

Stefan Dorissen Sven Henrich

Wirtschaftsprüfer Wirtschaftsprüfer

(German Public Auditor) (German Public Auditor)

– 2 –

Remuneration report of Stabilus SE for fiscal year 2025

1. Introduction

The remuneration report presents the remuneration system for the Management Board and the Supervisory Board members of Stabilus SE and provides information on the compensation awarded and due to the Management Board and the Supervisory Board members in fiscal year 2025 (fiscal year from October 1, 2024, to September 30, 2025). The remuneration report is prepared by the Management Board and Supervisory Board in accordance with the requirements of Section 162 German Stock Corporation Act (Aktiengesetz, AktG) and in compliance with the German Corporate Governance Code (GCGC).

The remuneration report is materially audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft beyond the requirements of Section 162 (3) AktG. The remuneration report and the accompanying audit report can be found on the company's website. The remuneration report was prepared in German and English, with the German version being the leading version.

The values presented in the tables of the remuneration report may not add up precisely due to rounding. The same applies to the percentages shown, which may not represent the exact absolute values due to rounding.

2. Review of fiscal year 2025 from a compensation perspective

Approval of the remuneration report for fiscal year 2024 at the Annual General Meeting 2025

The Annual General Meeting on February 5, 2025, approved the remuneration report for the 2024 fiscal year with an approval rate of 92.89%. In view of the high level of approval by the Annual General Meeting, the Management Board and Supervisory Board are encouraged to maintain the previous structure of the remuneration report and the previous level of transparency in the disclosure of Management Board and Supervisory Board compensation. Suggestions for improvement from individual shareholders have been taken into account in this remuneration report.

Beneficiaries of the Management and Supervisory Board compensation

In the past fiscal year, compensation was awarded and due to Dr. Michael Büchsner, Stefan Bauerreis and David Sabet as current members of the Management Board of Stabilus SE:

  • Dr. Michael Büchsner was appointed to the Management Board as of October 1, 2019 and is the Chief Executive Officer of Stabilus SE.
  • Stefan Bauerreis was appointed to the Management Board as of June 1, 2022. The Supervisory Board and Stefan Bauerreis agreed to terminate his service contract (ending May 31, 2028) and his appointment early. His appointment ended by mutual agreement on March 1, 2025. His service contract was mutually terminated early on April 15, 2025, and his compensation will be granted pro rata up to that date.

David Sabet was appointed to the Management Board on October 1, 2024, and, as Chief Technology Officer (CTO), is responsible for implementing the innovation strategy of Stabilus and for leading the Americas region.

In the past fiscal year, Dr. Stephan Kessel, Dr. Joachim Rauhut, Dr. Ralf-Michael Fuchs, Dr. Dirk Linzmeier, Inka Koljonen, Susanne Heckelsberger and Kai Knickmann received a compensation for Supervisory Board activities at Stabilus SE:

  • Dr. Stephan Kessel has been a member of the Supervisory Board since 2024 and Chairman of the Supervisory Board since 2018. In addition, he is a member of the Remuneration and Nomination Committee and since February 5, 2025, he is also a member of the Audit Committee of the Supervisory Board of Stabilus SE.
  • Dr. Ralf-Michael Fuchs has been a member of the Supervisory Board since 2015. In addition, he acts as Deputy Chairman and as Chairman of the Remuneration and Nomination Committee of the Supervisory Board of Stabilus SE.
  • Dr. Joachim Rauhut has been a member of the Supervisory Board until February 5, 2025 and acted as Chairman of the Audit Committee of the Supervisory Board of Stabilus SE.
  • Dr. Dirk Linzmeier has been a member of the Supervisory Board since 2018. In addition, he acts as member of the Remuneration and Nomination Committee of the Supervisory Board of Stabilus SE.
  • Inka Koljonen has been a member of the Supervisory Board since 2022. In addition, she acts as member of the Audit Committee of the Supervisory Board of Stabilus SE.
  • Susanne Heckelsberger has been a member of the Supervisory Board since February 2024. Since February 5, 2025, she is Chairwoman of the Audit Committee of the Supervisory Board of Stabilus SE.
  • Kai Knickmann has been a member of the Supervisory Board of Stabilus SE since February 5, 2025.

3. Compensation of the Management Board in fiscal year 2025

3.1. Elements of Management Board compensation

The remuneration system is intended to make a significant contribution to the implementation of the corporate strategy and to the sustainable and long-term development of the company. It serves as a central steering element to harmonize the compensation of the Management Board with the interests of shareholders and other stakeholders. The Management Board and Supervisory Board work together to ensure that the incentives on which the variable compensation is based are also applied in a similar form to the management levels below the Management Board.

3.2. Establishment, implementation and review of the remuneration system and levels

The Supervisory Board decides on the remuneration system for the members of the Management Board and is advised by its Remuneration and Nomination Committee. If necessary, the Supervisory Board can also seek support from external independent experts, ensuring their independence from the Management Board and the company.

The remuneration system adopted by the Supervisory Board was presented to the Annual General Meeting on February 15, 2023, in accordance with Section 120a AktG and approved by 94.66%. The Supervisory Board, supported by the Remuneration and Nomination Committee, regularly reviews the remuneration system. The Supervisory Board resubmits the remuneration system to the Annual General Meeting for approval whenever a material change is made, but at least every four years.

The compensation of the members of the Management Board is determined by the Supervisory Board on the basis of the remuneration system, with the Remuneration and Nomination Committee preparing the decision of the Supervisory Board. The Supervisory Board ensures that the compensation is appropriate in relation to the tasks and performance of a Management Board member as well as the economic situation of the company and does not exceed the standard market compensation without special reasons. Therefore, the Supervisory Board carries out a horizontal and a vertical compensation comparison.

As part of the horizontal comparison, a group consisting of companies comparable to Stabilus is used. Most recently, these were the MDAX companies, as the MDAX companies were comparable to Stabilus at that time in terms of size, location and complexity.

In addition, the compensation and employment conditions of the employees are also taken into account when determining and reviewing the compensation levels. As part of the vertical comparison, the Supervisory Board considers the ratio of the Management Board to the compensation of senior management and the workforce as a whole, particularly in terms of its development over time.

3.3. Overview of the remuneration system and compensation structure

The remuneration system consists of fixed and variable compensation components, the sum of which determines the total compensation of the Management Board members. The remuneration system also includes other contractual provisions such as malus/clawback and shareholding obligations (in accordance with Share Ownership Guidelines - SOG) as well as a maximum compensation.

Base salary ■ Fixed annual salary paid out in twelve equal installments
Fixed
compen-
sation
Benefits ompany car, accident insurance, D&O insurance, personal tax advice, bursement for relocation costs
Pension
substitute
Annual allowa ance at 30% of base salary
Target 60% of base salary
Target bonus
Short-Term
Incentive
(STI)
Performance targets 70%: adj. EBIT 30%: adj. free cashflow Multiplier (0.8 - 1.2) for individual performance, team performance and stakeholder targets
Сар ■ 200% of target
Target ■ 90% of base salary
Туре Performance Share Plan (virtual shares)
Variable
compen-
sation
Performance
Share Plan
Term Four years (three-year performance period and one-year holding period for virtual shares)
Sation Performance targets
  • 70% relative Total Shareholder Return (TSR)
  • 30% adj. EBIT margin
Сар ■ 250% of target
Target 20% of base salary
Туре Performance Cash Plan
ESG-LTI Term Four years
Performance targets Strategic and relevant sustainability goals
Сар ■ 150% of target
Malus/cla wback Possibility of partial or full reduction or clawback of entire variable compensation
Other
contractual
provisions
Share Ownersh
(SO
Obligation to purchase and hold shares during appointment Four-year build-up phase, target investment in amount of one gross base salary
Maximum coi mpensation CEO: €3.9 million Ordinary Management Board members: €2.5 million

Figure 1: Overview of the remuneration system.

The compensation structure, i.e. the relative shares of the individual fixed and variable components in the total compensation of the members of the Management Board, reflect two central principles that are particularly important in the design of the remuneration system: Pay-for-Performance and the sustainable and long-term development of the company.

The Pay-for-Performance concept is reflected in the high relative proportion of variable compensation components. The fixed compensation (base salary and pension substitute, excluding fringe benefits) accounts for 43% of the total target compensation excluding fringe benefits, while the variable remuneration (Short-Term Incentive, Performance Share Plan, ESG-LTI) accounts for 57% of the total target compensation excluding fringe benefits. The variable compensation components are taken into account on the basis of their respective target amounts, i.e. the payout amount in the event of a target achievement of 100% is assumed. This means that the compensation of the members of the Management Board is highly dependent on performance and success.

The incentive for sustainable and long-term development of the company, as required by Section 87 (1) sentence 2 AktG, is achieved in particular through the weighting of the variable compensation components. The ratio of one-year to multi-year variable remuneration is around 35% to 65%. This means that compensation with long-term targets significantly exceeds compensation with short-term targets, without neglecting the latter. Thus, the achievement of annual operating targets also forms a key basis for the success and long-term development of the company.

Figure 2 below illustrates the maturity structure of the variable compensation components of the members of the Management Board.

Figure 2: Structure of the total target compensation excluding fringe benefits and payout dates of the compensation components.

3.4. Target compensation of the Management Board in fiscal year 2025

The members of the Management Board are contractually entitled to a total target compensation that is commensurate with the tasks and performance of a member of the Management Board and the economic situation of the company and does not exceed the standard market compensation without special reasons. The total target compensation consists of the remuneration components allocated for the fiscal year, whereby a target achievement of 100% is assumed for the variable compensation components.

The Supervisory Board most recently conducted a horizontal and vertical compensation benchmarking in October 2024. For the horizontal comparison, companies from the MDAX were used, as they are comparable to Stabilus in terms of size, location, and complexity. For the vertical comparison, the two management levels below the Management Board and the total workforce in Germany — including their development over time — were taken into account. The Supervisory Board did not decide on any adjustments to the target and maximum compensation for the Management Board members on this basis. David Sabet, due to his initial appointment to the Management Board, initially joined with a compensation package reduced compared with Stefan Bauerreis.

The following table shows the target compensation of the active members of the Management Board in fiscal year 2025:

Target remuneration of the Management Roard
i arget remuneration or trie Management Duaru
Dr. Michael Buchsher. Stefan Bauerreis 1 ,
Chief Financial Officer
(until March 1, 2025)
David Sabet 2 ,
Chief Technology Officer
202 25 2024 20: 25 2024 202 25 2024
in €k in % in €k in €k in % in €k in €k in % in €k
Base salary 600 33% 600 228 33% 420 293 32%
Fringe benefits 8 0% 9 11 2% 11 24 3%
Pension substitute 180 10% 180 68 10% 126 88 10%
One-year variable compensation 360 20% 360 136 20% 252 176 19%
Short-Term Incentive 2024 - 360 - 252 -
Short-Term Incentive 2025 360 136 176
Multi-year variable compensation 660 36% 660 249 36% 462 323 36%
PSP 2024 (2024-2027) - 540 - 378 -
ESG-LTI 2024 (2024-2027) - 120 - 84 -
PSP 2025 (2025-2028) 540 204 264
ESG-LTI 2025 (2025-2028) 120 45 59
Total compensation 1.808 100% 1.809 692 100% 1.271 904 100%

1 The target compensation for Stefan Bauerreis for the fiscal year 2025 is shown pro rata until the end of his contract on April 15, 2025.

David Sabet receives his compensation in USD. The target compensation shown was calculated based on a \$/€ exchange rate of 1.1053 (average exchange rate from September 1, 2024 to September 30, 2025).

3.5. Application of the remuneration system in fiscal year 2025

In the 2025 fiscal year, the compensation of the Management Board was determined in accordance with the relevant remuneration system, which was presented to the Annual General Meeting on February 15, 2023, and approved by 94.66%. Only the compensation granted and owed in previous fiscal years as part of the performance share plan is still based on an earlier remuneration system, which was approved by 97.9% at the Annual General Meeting on February 12, 2020.

3.5.1. Fixed compensation

3.5.1.1. Base salary

The base salary is a fixed compensation per fiscal year, based on the area of responsibility and experience of the respective Management Board member and is paid out in twelve equal monthly instalments.

3.5.1.2. Fringe benefits

Benefits in kind and customary fringe benefits are granted, such as the provision of a mid-sized executive company car which can also be used for private purposes. Moreover, there is accident insurance for the members of the Management Board, and Stabilus reimburses the members of the Management Board for a portion of their contributions to statutory or private health and long-term care insurance and voluntary pension insurance, but limited to the usual employer contributions. In addition, Stabilus may reimburse accommodation costs of new Management Board members for a period of up to six months. Stabilus also reimburses the Management Board members for reasonable costs for personnel tax advice or tax declaration filing costs arising out of the former Luxembourg employment.

Stabilus provides customary Director & Officer insurance (D&O insurance) coverage to the Management Board members1. The insurance provides for a deductible of 10% of the damage to be borne by the Management Board members, up to an amount which equals 1.5 times the individual base salary. Furthermore, the Management Board members are provided with an accident insurance.

1 In accordance with DRS 17.9, the contributions incurred for this purpose are not included in remuneration and therefore also do not constitute remuneration within the meaning of Section 162 (1) of the German Stock Corporation Act (AktG). Consequently, they are not included in the table showing remuneration granted and owed.

3.5.1.3. Pension substitute

Individual Management Board members receive an annual pension contribution in form of a pension substitute. The annual contribution of Stabilus amounts up to 30% of the individual base salary which is paid out in twelve equal instalments.

3.5.2. Variable compensation

3.5.2.1. Short-Term Incentive

The Short-Term Incentive depends on the economic success in the respective fiscal year. The Short-Term Incentive is calculated using the target achievement (0% - 200%) of the two financial targets adj. EBIT (70% weighting) and adj. Free Cashflow (30% weighting) of the Stabilus Group determined for the fiscal year as well as a modifier (factor 0.8 to 1.2) to evaluate the individual and team performance of the Management Board members and the achievement of predefined stakeholder targets. The final payout is limited to a maximum of 200% ("cap") of the individual target amount. The target amount is agreed with each Management Board member in their service contract and amounts to 60% of their individual base salary. The maximum possible payout is therefore 120% of the individual base salary.

Figure 3: Design of the Short-Term Incentive.

Financial targets of the STI

The financial performance targets adj. EBIT (adjusted for extraordinary special effects, e.g. restructuring expenses or one-off strategic consulting expenses as well as amortization of fair value adjustments from purchase price allocations (PPA)) and adj. Free Cashflow (cash flows from operating activities and cash flows from investing activities before acquisitions, divestitures and items that are taken into account when adjusting EBIT (e.g. restructuring expenses or one-off M&A consulting expenses)) are Key Performance Indicators (KPIs) for the operational and economic success of Stabilus. EBIT is a commonly used measure of operational performance in the industry that measures profitable growth and also considers depreciation and amortization. Free cashflow is an important indicator for measuring freely available liquidity and is a common basis for calculating cash flow-based company valuations. For shareholders, Free Cashflow is also an important indicator for the generation of funds available for debt servicing and distribution of dividends to shareholders. EBIT and Free Cashflow are adjusted for portfolio changes (e.g. acquisitions or disposals), among other things, and are therefore geared towards organic growth. Adj. EBIT and adj. Free Cashflow are used as part of the STI, as these KPIs better reflect the company's operating performance. For further information on adj. EBIT and adj. Free Cashflow of the Stabilus Group, please refer to our annual report for the fiscal year 2025, which is available on the company's website (the consolidated financial statements of Stabilus SE include Stabilus and its subsidiaries, hereinafter referred to as the "Stabilus Group").

Target achievement for adj. EBIT and adj. Free Cashflow is based on a comparison of the values actually achieved at the end of a fiscal year with annual targets ("target values"), which are set by the Supervisory Board at the beginning of each fiscal year on the basis of Stabilus' budget planning.

If the actual adj. EBIT of the respective fiscal year corresponds to 80% of the target value, the target achievement is 50%. If the actual adj. EBIT for the respective fiscal year is less than 80% of the target value, the target achievement is 0%. If the actual adj. EBIT is 100% of the target value, the target achievement is 100%. If the actual adj. EBIT for the respective fiscal year is 120% of the target value, this results in a target achievement of 200%. Further increases in adj. EBIT do not lead to a higher target achievement (cap). Target achievement between these points is determined by linear interpolation.

If the actual adj. Free Cashflow of the respective fiscal year corresponds to 80% of the target value, the target achievement is 50%. If the actual adj. Free Cashflow for the respective fiscal year is less than 80% of the target value, the target achievement is 0%. If the actual adj. Free Cashflow is 100% of the target value, the target achievement is 100%. If the actual adj. Free Cashflow for the respective fiscal year is 140% of the target value, this results in a target achievement of 200%. Further increases in the adj. Free Cashflow do not lead to a higher target achievement (cap). Target achievement between these points is determined by linear interpolation.

Figure 4: Target achievement curves for the financial targets of the STI.

The following table contains details on the derivation of the target achievement of the financial performance targets adi. EBIT and adj. Free Cashflow:

Target achievement of the financial targets

Financial targets Weighting Lower threshold (50 %) Target value
(100 %)
Upper threshold (200 %) Actual value Target achievement
Adj. EBIT 70% €132.80 million €166.0 million €199.20 million €142.60 million 64.76%
Adj. Free Cashflow 30% €106.40 million €133.0 million €186.20 million €118.99 million 73.67%
Weighted target achievement financial targets

On this basis, the overall achievement of the financial performance targets amounted to 67.43%.

Modifier

To reflect the Management Board members' individual as well as team performance and to consider stakeholder goals, the Supervisory Board assesses the individual achievement of each Management Board member based on predefined criteria. The specific criteria are agreed upon between the Supervisory Board and the Management Board at the beginning of each fiscal year. Relevant criteria could include customer satisfaction, corporate social responsibility, successful M&A and strategic projects. Furthermore the modifier allows the Supervisory Board to include long-term strategy goals such as

"Internationalization", "Innovation" and "One Stabilus" into the compensation scheme. The resulting modifier for adjusting the Short-Term Incentive can take a value between 0.8 and 1.2. However, the modifier cannot lead to a payout of more than 200% of the individual target amount.

For the fiscal year 2025 the Supervisory Board set the modifier at 1.2 for the Chair of the Management Board, in particular in recognition of the additional duties he performed after the Chief Financial Officer's departure in leading the finance organization, managing the issues arising in that area, and ultimately the resulting dual role of the Chair of the Management Board. A modifier of 1.0 was set for Stefan Bauerreis and 1.0 for David Sabet.

Payout

The Short-Term Incentive is paid out after the end of each fiscal year by bank transfer with the salary statement following the 2026 Annual General Meeting. The following table shows the individual overall target achievement and payouts for each member of the Management Board as a result of the financial performance targets and the modifier:

Overview STI 2025

Name of Management
Board Member,
Position
Target amount
in €k
Target
achievement
adj. EBIT
Target
achievement
adj. Free
Cashflow
Weighted
financial target
achievement
(max. 200%)
Modifier Total target
achievement
(max. 200%)
Payout amount
in €k
Dr. Michael Büchsner,
Chief Executive Officer
360 1.2 80.92% 291
David Sabet,
Chief Technology Officer
176 64.76% 73.67% 67.43% 1.0 67.43% 119
Stefan Bauerreis,
Chief Financial Officer
(until March 1, 2025)
136 1.0 67.43% 92

3.5.2.2. Performance Share Plan

Grant of PSP 2025

The Performance Share Plan (PSP) is structured as multi-year variable compensation based on virtual shares of Stabilus. Tranches are granted annually, each with a four-year term. At the beginning of the fiscal year 2025, the members of the Management Board were granted the PSP 2025 (term for fiscal years 2025 to 2028) with effect from October 1, 2024.

The final number of virtual shares depends on the achievement of the performance targets relative TSR and adj. EBIT margin, while the absolute share price performance determines the value of a virtual share. The Performance Share Plan combines internal and external performance targets and relies to a large extent on the capital market performance of the Stabilus share.

To determine the number of virtual shares granted, an individual target amount is divided by the starting share price for each member of the Management Board. The starting share price is calculated as the

arithmetic mean of the closing prices of the company's shares over the last 60 trading days prior to the start of the respective four-year term. This amounts to €40.65 for the PSP tranche 2025.

The final number of virtual shares is determined by multiplying the total target achievement by the granted number of virtual shares, where the total target achievement results from the weighted target achievement of the two performance targets relative TSR (70% weighting) and adj. EBIT margin (30% weighting) and is limited to 150%. The payout of the respective tranche of the Performance Share Plan is calculated by multiplying the final number of virtual shares by the respective final share price plus the dividends paid during the term. The final share price is calculated as the arithmetic mean of the closing prices of the company's shares during the last 60 trading days before the end of the respective fouryear term. The target amount is agreed with each member of the Management Board in their service contract and amounts to 90% of their individual base salary. The payout is limited to 250% of the individual target amount and therefore 225% of the individual base salary.

Figure 5: Design of the Performance Share Plan.

Performance targets of PSP 2025

The Supervisory Board has defined the performance targets relative TSR and adj. EBIT margin as Key Performance Indicators for the long-term success of Stabilus. Both performance targets are measured for each tranche after the end of the first three years (performance period) of the four-year term of a tranche. The relative TSR takes into account the development of the share price including dividends compared to a defined peer group, while the adj. EBIT margin reflects the long-term financial stability and operational excellence and promotes the focus on high-margin businesses.

The target achievement for relative TSR is based on a comparison with MDAX companies. The Supervisory Board of Stabilus considers the MDAX to be a suitable peer group, as the MDAX companies are comparable to Stabilus in terms of size, location and complexity. To determine the relative TSR, the absolute TSR values of Stabilus and each MDAX company are first calculated over the respective performance period. The absolute TSR value of each company corresponds to the theoretical increase in value of a share over the performance period, assuming that (gross) dividends are directly reinvested. The initial value of a share is calculated on the basis of the arithmetic mean of the closing prices of the last 60 trading days before the start of the performance period. The final value of a share is calculated analogously on the basis of the arithmetic mean of the closing prices of the last 60 trading days before the end of the performance period. The increase in value is calculated by comparing the initial and final values on the assumption that (gross) dividends are reinvested directly. Secondly, the calculated absolute TSR values of Stabilus and each company in the MDAX are sorted by size and given a rank (i.e. the highest absolute TSR is ranked 1, the second highest absolute TSR is ranked 2, etc.). Each rank is also assigned a percentile rank. If Stabilus is below or exactly at the 25th percentile rank, the target achievement is 0%. If Stabilus' percentile rank is at the 50th percentile (median), the target achievement is 100%. If the TSR of Stabilus is at least at the 75th percentile, this leads to a target achievement of 150%. Higher percentile ranks do not lead to a higher target achievement (cap). Target achievement between these points is determined by linear interpolation.

The Supervisory Board is convinced that the described target achievement curve with a more balanced risk/reward profile is appropriate in order to set the right incentives for successful capital market performance without encouraging inappropriate risk-taking. Furthermore, the target achievement curve corresponds to standard market practice in Germany with rather moderate target amounts (at Stabilus 90% of the individual base salary).

Figure 6: Target achievement curve of relative TSR.

The target achievement for the adj. EBIT margin results from the comparison with a strategic target value and can also be between 0% and 150%. The strategic target value and other key figures are determined at the appropriate discretion of the Supervisory Board and on the basis of strategic planning within the first three months of the respective performance period. On this basis, the Supervisory Board has set a target value of 15% for the adj. EBIT margin and the following target achievement curve for the PSP 2025

If the actual adj. EBIT margin at the end of the performance period is 12%, the target achievement is 50%. If the actual adj. EBIT margin at the end of the performance period is less than 12%, the target achievement is 0%. If the actual adj. EBIT margin at the end of the performance period is 15%, the target achievement is 100%. If the actual adj. EBIT margin at the end of the performance period is 18% or more, this results in a target achievement of 150%. Further increases in the adj. EBIT margin do not lead to a higher target achievement (cap). Target achievement between these points is determined by linear interpolation.

Figure 7: Target achievement curve of adj. EBIT margin.

The target achievements and payout amounts of the PSP 2025 tranche will be reported in the last fiscal year of the four-year term, i.e. in the 2028 remuneration report.

Target achievement and payout of the PSP 2023

With the end of fiscal year 2025 the performance period of the PSP 2023 (performance period 2023 to 2025) ends, allocated for the first time on the basis of the current remuneration system on October 1, 2022.

The following table contains details on the calculation of the achievement of the relative TSR and adj. EBIT margin performance targets:

PSP 2023

Financial Target Weighting Lower threshold (0% / 50 %) 1 Target
(100 %)
Upper threshold
(150 %)
Actual value Target achievement
Relative TSR 70% 25 th percentile 50 th percentile 75 th percentile 8.10% 0.00%
Adjusted EBIT margin 30% 11.0% 14.0% 19.0% 11.00% 50.00%
Weighted target achievment financial targets

Reaching the minimum value for relative TSR results only in a target achievement of 0%, whereas reaching the minimum value for the adjusted EBIT margin results in a target achievement of 50%.

The overall target achievement for the PSP 2023 is 15.00%. In connection with the transition of the Performance Share Plan from a three-year to a four-year term, it was agreed with Dr. Michael Büchsner that, after the end of the three-year performance period, a one-time early payout equal to 50% of the target amount multiplied by the overall target achievement would be made. The advance payment on this basis amounts to €36.5k. This does not constitute additional compensation and will be offset against the final payout after the expiry of the additional one-year holding period and therefore is not reported in this remuneration report as awarded and due compensation within the meaning of Section 162 AktG. The valuation development of the virtual shares over the entire term (including dividends paid) will only be determined after the expiry of the one-year holding period and, together with the final payout amount, will be reported in the remuneration report 2026 as compensation awarded and due within the meaning of Section 162 AktG. The full payout of the PSP 2023 will occur after the annual general meeting in 2027.

Overview of the granted PSP

The following table provides an overview of the virtual Performance Share Plans granted to current and former members of the Management Board that had not yet been paid out as at the reporting date (September 30, 2025):

Performance Share Plan (PSP)

Name of Management
Board Member,
Specification The main conditions of the (virtual)
Performance Share Plan
Opening balance (01/10/2024)
Position of Plan Grant date Vesting date Plan term Shares granted before the beginning of the year
Dr. Michael Büchsner,
Chief Executive Officer
PSP 2023 01/10/2022 30/09/2025 01/10/2022 - 30/09/2026 9,366
PSP 2024 01/10/2023 30/09/2026 01/10/2023 - 30/09/2027 10,371
PSP 2025 01/10/2024 30/09/2027 01/10/2024 - 30/09/2028 -
PSP 2023 01/10/2022 30/09/2025 01/10/2022 - 30/09/2026 6,036
Stefan Bauerreis,
Chief Financial Officer
PSP 2024 01/10/2023 30/09/2026 01/10/2023 - 30/09/2027 7,259
(until March 1, 2025) PSP 2025 01/10/2024 30/09/2027 01/10/2024 - 30/09/2028 -
David Sabet,
Chief Technology Officer
PSP 2025 01/10/2024 30/09/2027 01/10/2024 - 30/09/2028 -

Performance Share Plan (PSP) (continued)

Information regarding the reported fiscal year
Name of Management During the year Closing balance (09/30/2025)
Board Member,
Position
Specification
of Plan
Virtual shares granted Earned virtual
shares2
Forfeited virtual
shares
Shares granted Shares vested at year end
Number of virtual
shares
Target amount
in €k1
and still unvested Number of
shares
Payout amount
in €k3
PSP 2023 - - 1,405 7,961 0 1,405 36
Dr. Michael Büchsner,
Chief Executive Officer
PSP 2024 - - - - 10,371 - -
PSP 2025 13,284 540 - - 13,284 - -
PSP 2023 - - 905 5,131 0 905 0
Stefan Bauerreis,
Chief Financial Officer
PSP 2024 - - - - 7,259 - -
(until March 1, 2025) PSP 2025 5,019 204 - - 5,019 - -
David Sabet,
Chief Technology Officer
PSP 2025 6,490 264 - - 6,490 - -
Total: 24,793 1,008 2,310 13,092 42,423 2,310 36

1 Individual target amount according to the service contract. Stefan Bauerreis received a pro rata allocation for fiscal year 2025 due to his intra‑year departure. David Sabet receives his compensation in USD. For the determination of the virtual shares of the PSP 2025, his target amount was based on exchange rates on October 1, 2024 (1 USD = 0.9047 EUR).

3.5.2.3. ESG-LTI

The ESG-LTI is designed as multi-year variable compensation with a particular focus on sustainability targets. Tranches are granted annually, each with a four-year term and performance period. At the beginning of the fiscal year 2025, the ESG-LTI 2025 was granted to the members of the Management Board with effect from October 1, 2024. Payout of the ESG-LTI is calculated by multiplying an individual target amount by the achievement of strategy-derived and relevant sustainability targets. The target amount is agreed with each Management Board member in their service contract and amounts to 20% of their individual base salary. The payout from the ESG-LTI is limited to 150% of the individual target amount and thus limited to 30% of the individual base salary.

The sustainability targets, including measurement methods and objectives, are defined by the Supervisory Board before the start of each tranche and are based on a set of criteria disclosed in the relevant remuneration system.

2 The number of shares vested is lower than the number of shares originally granted, as an overall target achievement of 15.00% was achieved in the PSP 2023. This is also reflected in the number of forfeited virtual shares.

3 The payout amount can only be determined after the end of the one‑year holding period and will therefore be reported in the remuneration report 2026. The payout will be made after the Annual General Meeting 2027.

Figure 8: Design of the ESG-LTI 2025.

The Supervisory Board can define the number of sustainability targets with different weightings for each tranche. The target achievement per sustainability target can have a value between 0% and 150%. The Supervisory Board ensures that the sustainability targets are strategy-relevant and as quantifiable as possible. For the ESG-LTI tranche 2025, the Supervisory Board has selected the ESG target "Reduction of the Stabilus Group's electricity consumption in relation to sales".

The targets for each ESG target and the resulting target achievement are disclosed in the remuneration report, which reports on the payment of the 2025 ESG-LTI tranche.

The following table shows an overview of the ESG-LTI tranches granted for the current and former members of the Management Board, which have not been paid out as of September 30, 2025:

ESG-LTI

Name of Management
Board Member,
Position
Specifi
cation of
plan
Target
amout
in €k
Grant date Vesting date Sustainability targets
ESG-LTI 2023 108 01/10/2022 30/09/2026 "CO2 reduction in Stabilus Group's energy mix" and
"Further development of the ESG strategy in the Stabilus Group"
Dr. Michael Büchsner,
Chief Executive Officer
ESG-LTI 2024 120 01/10/2023 30/09/2027 "Reduction of Stabilus Group`s w ater intensity (w ater w ithdraw al relative to the
number of parts produced)" and "Reduction of accident-related lost w orkdays"
ESG-LTI 2025 120 01/10/2024 30/09/2028 "Reduction of electricity consumption of the Stabilus Group relative to sales"
ESG-LTI 2023 70 01/10/2022 30/09/2026 "CO2 reduction in Stabilus Group's energy mix" and
"Further development of the ESG strategy in the Stabilus Group"
Stefan Bauerreis,
Chief Financial Officer
(until March 1, 2025)
ESG-LTI 2024 84 01/10/2023 30/09/2027 "Reduction of Stabilus Group`s w ater intensity (w ater w ithdraw al relative to the
number of parts produced)" and "Reduction of accident-related lost w orkdays"
ESG-LTI 2025 45 01/10/2024 30/09/2028 "Reduction of electricity consumption of the Stabilus Group relative to sales"
David Sabet,
Chief Technology Officer
ESG-LTI 2025 59 01/10/2024 30/09/2028 "Reduction of electricity consumption of the Stabilus Group relative to sales"

3.5.2.4. Matching Stock Program

Before the new Performance Share Plan was introduced as part of the remuneration system with effect from October 1, 2018, the variable compensation for the members of the Management Board included a Matching Stock Program. The Matching Stock Program ("MSP") provides for tranches that were granted annually in the fiscal year ending September 30, 2014, until September 30, 2018. Participation in the Matching Stock Program requires that the members of the Management Board invest in shares of the company. The investment has generally to be held for the lock-up period of four years.

The last tranche of the Matching Stock Program (MSP 2018) was allocated to Mr. Mark Wilhelms on October 1, 2018. No further options were granted from this date. This tranche's exercise period lasts until September 30, 2026 and the exercise price is €74.22.

In the fiscal year 2025, the tranche of the Matching Stock Program (MSP 2017) allocated to Mr. Andreas Sievers and Mr. Andreas Schröder has been lapsed.

For a detailed description of the Matching Stock Program, we refer to the prior-year report.

3.5.3. Malus/clawback

As a further instrument to ensure the long-term and sustainable development of the company, the Supervisory Board is entitled, in certain cases, to partially or completely reduce variable compensation that has not yet been paid out ("malus") or to partially or completely reclaim variable compensation that has already been paid out ("clawback"). The possibility to reduce or reclaim can include all variable compensation components, i.e. Short-Term Incentive, Performance Share Plan and ESG-LTI.

In the event of a material breach of a duty of care within the meaning of Section 93 AktG, an obligation arising from the service contract or another essential principle of the company's conduct (e.g. from the Code of Conduct or the Compliance Guideline), the Supervisory Board is entitled to take action to reduce or reclaim variable compensation of the Management Board (so-called "compliance malus/clawback").

Furthermore, the Supervisory Board can claw back variable compensation that has already been paid out if it subsequently turns out that the consolidated financial statements were incorrect, and that excessive compensation was incorrectly paid out (so-called "performance clawback").

In fiscal year 2025, there were no reasons for the application of the malus or clawback regulations, thus the Supervisory Board did not reclaim or reduce variable compensation.

3.5.4. Share Ownership Guidelines

To further strengthen the equity culture and align the interests of the Management Board with those of the shareholders, Share Ownership Guidelines are in place. The Management Board members are obliged to purchase and hold shares of Stabilus amounting to one-time their individual gross base salary (100% of Share Ownership target) during their appointment. The required number of shares should be acquired within four years.

3.5.5. Other contractual details

3.5.5.1. Post-contractual-non-compete obligation

As a rule, a post-contractual non-compete clause has been agreed with the Management Board members of Stabilus SE.

Accordingly, Management Board members are prohibited from working for a company that is in direct or indirect competition with the company or companies affiliated with it within a period of one year after the termination of the service contract. In this period, the members of the Management Board receive compensation amounting to 50% of their last base salary.

The company can waive compliance with the post-contractual non-compete clause by means of a written declaration before the termination of the service contract. In this case, the company is released from the obligation to pay the compensation after six months from the termination of the service contract.

3.5.5.2. Commitments related to the premature termination of Management Board activities

In the event of premature termination of Management Board activities without good cause, any payments made to the Management Board member shall not exceed the remaining term of the service contract, while simultaneously not surpassing the value of two years' total compensation (severance cap). The total annual compensation is the sum of the base salary, target amount of the STI, target amount of the performance share plan and target amount of the ESG-LTI. The severance pay shall be offset against the compensation for the non-compete obligation after termination.

The payout for the Short-Term Incentive, Performance Share Plan, and ESG-LTI occurs at the agreedupon times and conditions. Early payout is not made unless an exception aligns with the recommendations of the GCGC in cases of permanent incapacity for work or the death of a Management Board member. In these cases, an immediate payout of the Short-Term Incentive, Performance Share Plan, and ESG-LTI will be made in the amount of the respective target amounts.

3.5.5.3. Change of Control

In the event that a third party has directly or indirectly acquired control over the company within the meaning of Section 29 (2) WpÜG, i.e. has acquired at least 30% of the voting rights in the company, either alone or through voting rights attributable to Section 30 WpÜG, or an intercompany agreement within the meaning of Sections 291 et seq. AktG is concluded with the company as the controlled company or the company is merged with another non-Group company within the meaning of Sections 2 et seq. UmwG (unless the enterprise value of the other legal entity is less than 20% of the enterprise value of the company at the time the resolution is passed), the members of the Management Board have the right to terminate their respective service contracts within six months of one of these events taking effect, subject to a notice period of three months to the end of the month. If a member of the Management Board resigns, any payments made to them may not exceed the severance payment cap.

3.6. Compensation awarded and due to Management Board members in fiscal year 2025

The following tables present the components of compensation awarded and due to the active Management Board members in fiscal year 2025 in accordance with Section 162 AktG, as well as the relative proportion of each component. The term "compensation awarded and due" refers to the compensation of Management Board members for which the underlying services were fully provided by the end of the fiscal year 2025 ("earned-based interpretation").

The compensation awarded and due pursuant to Section 162 AktG in fiscal year 2025 consists of:

  • Paid out base salary in fiscal year 2025,
  • Expenses for fringe benefits in fiscal year 2025,
  • Paid out pension contribution (pension substitute) in fiscal year 2025,
  • The payout amount of the Short-Term Incentive 2025, which will be paid out in fiscal year 2026,
Dr. Michael Büchsner,
Chief Executive Officer
Stefan Bauerreis 1 ,
Chief Financial Officer
(until March 1, 2025)
David Sabet 3 ,
Chief Technology Officer
202 5 2024 202 5 2024 202 5 2024
in €k in % in €k in €k in % in €k in €k in % in €k
Base salary 600 56% 600 228 57% 420 293 56%
Fringe benefits 8 1% 9 11 3% 11 24 5%
Pension substitute 180 17% 180 68 17% 126 88 17%
One-year variable compensation 291 27% 315 92 23% 221 119 23%
Short-Term Incentive 2024 - 315 - 221 -
Short-Term Incentive 2025 291 92 119
Multi-year variable compensation 0 0% 256 0 0% 59 0 0%
PSP 2022 (2021/22-2023/24) - 256 - 59 -
PSP 2023 (2022/23-2024/25) 2 - - -
Compensation awarded and due pursuant to Section 162 AktG 1.079 100% 1.361 399 100% 837 524 100%

1 The compensation for Stefan Bauerreis for the fiscal year 2025 was awarded pro rata until the end of his service contract on April 15, 2025.

Due to the change to a four-year holding period with the PSP 2023, vesting and payment will only be made after the end of the next reporting year.

David Sabet receives his compensation in USD. The target compensation shown was calculated based on a \$/€ exchange rate of 1.1053 (average exchange rate from September 1, 2024 to September 30, 2025).

3.7. Compensation awarded and due to former Management Board members in fiscal year 2025

The Supervisory Board and Stefan Bauerreis agreed to terminate his service contract (originally in force until May 31, 2028) and his appointment early. His appointment ended by mutual agreement on March 1, 2025. His service contract was mutually terminated early on April 15, 2025, and his compensation will be granted pro rata until that date as an active Management Board member (see section 3.6).

In addition, Stefan Bauerreis was compensated for the original remaining term of his service contract (until May 31, 2028) by a one-time payment. The one-time payment amounts to €2.268 million and was made in April 2025. In accordance with the applicable remuneration system of Stabilus SE and recommendation G.13 of the German Corporate Governance Code (GCGC), the one-time payment was limited to two annual remunerations. The payment of a compensation of 50% of the last base salary under the 12-month post-contractual non-compete clause was offset against the one-time payment and therefore was not paid in addition. Payouts from previously granted tranches of the PSP or ESG-LTI will only occur after the respective term of the tranches has concluded and the final target achievement has been determined. They will be reported in future remuneration reports as awarded and due compensation of former Management Board members. An early payment will not take place.

Further, none of the other former members of the Management Board received any compensation awarded and due in accordance with Section 162 AktG in the fiscal year 2025.

None of the members of the Management Board received benefits from third parties in the 2025 fiscal year with regard to their activities as a member of the Management Board of Stabilus SE.

3.8. Compliance with maximum compensation in fiscal year 2025

The Supervisory Board has determined a maximum compensation pursuant to Section 87a (1) No. 1 AktG, which limits the total compensation of Management Board members in a fiscal year. The sum of all payouts resulting from commitments within a fiscal year is restricted to this amount. For the Chief Executive Officer, the maximum compensation is set at €3.9 million, and for further Management Board members, it is €2.5 million each. If the calculation of the total compensation leads to an amount exceeding the maximum compensation, the payout from the most recently paid compensation component will be reduced accordingly. The maximum compensation represents only a maximum permissible limit for the next four years.

Due to the caps of individual variable compensation components (Short-Term Incentive maximum of 200% of the respective target amount, Performance Share Plan maximum of 250% of the respective target amount, and ESG-LTI maximum of 150% of the respective target amount), it is not possible to exceed the maximum compensation. The payout amount of the tranches awarded in the fiscal year 2025 for the PSP and ESG‑LTI can only be determined after the end of the fiscal year 2028. Even assuming achievement of the payout cap, the maximum possible compensation remains well below the maximum compensation pursuant to Section 87a (1) No. 1 of the German Stock Corporation Act (AktG):

Dr. Michael Büchsner,
Chief Executive Officer
Stefan Bauerreis1
,
Chief Financial Officer
(until March 1, 2025)
David Sabet2
,
Chief Technology
Officer
2025 2025 2025
in €k in €k in €k
Base salary 600 228 293
Fringe benefits 8 11 24
Pension substitute 180 68 88
Short-Term Incentive 2025 291 92 119
Maximum possible payout amount PSP 2025 1.350 510 660
Maximum possible payout amount ESG-LTI 2025 180 68 89
Compensation for the remaining - 520 -
term of the service contract
Maximum possible payout 2.609 1.497 1.273
Max. rem. pursuant to Section 87a AktG 3.900 2.500 2.500
1.291 1.003 1.227

1 The compensation for Stefan Bauerreis for the fiscal year 2025 was granted pro rata until the end of his service contract on April 15, 2025. The compensation for the remaining term of the service contract, equal to two annual compensations, will be allocated, for the purpose of reviewing the maximum compensation, across the two years following April 15, 2025. For the reporting year, the settlement for the remaining contract term is therefore pro rata allocated to the period from April 15, 2025 to September 30, 2025.

4. Compensation of the Supervisory Board in fiscal year 2024

4.1. Remuneration system of the Supervisory Board

The remuneration system for Supervisory Board members was presented to the Annual General Meeting on February 5, 2025 and approved with 99.76%. The following figure illustrates the adjusted compensation for the Supervisory Board members, which was applied retroactively to the fiscal year 2025:

Annual fixed compensation of the Supervisory Board members
Chairman of the Supervisory E Chairman of the Supervisory Board Deputy Chairma Ordinary m ember of the Supervisory Board
€187,500 €187,500 €112 €112,500 €75,000
Add itional fees for men nbership in commit tees
Chairman
of the Audit committee
Chairman
of the Remuneration
Nomination comm
Member
of the Remuneration &
Nomination Committee
€105,000 €35,000 €50,000 €25,000

In line with their oversight function and to ensure the independence of individual members, the Supervisory Board members receive an annual fixed compensation without variable components. When determining the compensation of the Supervisory Board, the role-specific requirements, time commitment, and responsibilities of the Supervisory Board members are taken into account. Members of the Supervisory Board receive additional compensation for chairing or being members of committees.

Ordinary Supervisory Board members receive an annual fixed compensation of €75,000. The Chairman of the Supervisory Board receives 2.5 times the compensation of regular members, amounting to an annual fixed compensation of €187,500. The Vice-Chairman receives 1.5 times the compensation of regular members, totaling €112,500.

2 David Sabet receives his compensation in USD. The target compensation shown was calculated based on a \$/€ exchange rate of 1.1053 (average exchange rate from September 1, 2024 to September 30, 2025).

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Furthermore, the Supervisory Board members receive additional compensation for their work on the Audit Committee amounting to €35,000 and for their work on the Remuneration and Nomination Committee, amounting to €25,000. The Chairperson of the Audit Committee receives €105,000 and the Chairperson for the Remuneration and Nomination Committee receives €50,000.

Additionally, Stabilus reimburses the Supervisory Board members for expenses related to their duties on the Supervisory Board. Stabilus provides a D&O (Directors and Officers) insurance for the Supervisory Board members with a deductible of 10%. The maximum deductible is 1.5 times the annual compensation of the respective Supervisory Board member.

4.2. Compensation awarded and due to Supervisory Board members in fiscal year 2025

The following table presents the compensation awarded and due to the Supervisory Board members in fiscal year 2025. Similar to the Management Board members, the term "compensation awarded and due" refers to the compensation of the Supervisory Board members for which the underlying services were fully provided by the end of fiscal year 2025 ("earned-based interpretation"). The compensation awarded and due of the Supervisory Board members in fiscal year 2025 is as follows:

Compensation awarded and due pursuant to Section 162 AktG1

Annual fixed compensation Committee compensation Total
compensation
2025 2024 2025 2024 2025 2024
in €k in % in €k in €k in % in €k in €k in €k
Dr. Stephan Kessel
Chairman of the Supervisory Board
188 80% 150 47 20% 33 235 183
Dr. Ralf-Michael Fuchs
Deputy Chair of the Supervisory Board
113 69% 113 50 31% 50 163 163
Dr. Joachim Rauhut
Member of the Supervisory Board
26 42% 75 37 58% 50 63 125
Dr. Dirk Linzmeier
Member of the Supervisory Board
75 75% 75 25 25% 25 100 100
Inka Koljonen
Member of the Supervisory Board
75 68% 75 35 32% 25 110 100
Susanne Heckelsberger
Member of the Supervisory Board
75 48% 50 81 52% 17 156 67
Kai Knickmann
Member of the Supervisory Board
49 100% - 0 0% - 49 -

1 In the fiscal year 2025, the following changes occurred in the composition of the Supervisory Board and its committees: Kai Knickmann has been a member of the Supervisory Board of Stabilus SE since February 5, 2025. Dr. Joachim Rauhut left the Supervisory Board on February 5, 2025. Dr. Stephan Kessel has been a member of the Audit Committee since February 5, 2025. Susanne Heckelsberger was a member of the Audit Committee until February 4, 2025, and assumed the chair of the Audit Committee on February 5, 2025. The compensation for these committee and Supervisory Board memberships was granted pro rata accordingly.

None of the Supervisory Board members received benefits from third parties in fiscal year 2025 concerning their activities as members of the Supervisory Board of Stabilus SE.

5. Development of the compensation over time

In accordance with Section 162 (1) Sentence 2 No. 2 AktG, the Supervisory Board has examined the development of the compensation of the individual Management Board and Supervisory Board members over the past five years and has compared it to the development of earnings of Stabilus as well as the development of the average compensation of the employees of Stabilus Group (personnel costs of Stabilus Group workforce on a full-time equivalent basis excl. members of the Management Board and Supervisory Board of Stabilus SE) over the same period.

Comparison of the compensation and company performance

Annual change 2025 vs. 2024 2024 vs. 2023 2023 vs. 2022 2022 vs. 2021 2021 vs. 2020
Management Board's compensation
Dr. Michael Büchsner (since October 1, 2019),
Chief Executive Officer
-21% -25% -1% 49% 30%
Stefan Bauerreis (since June 1, 2022 unit March 1, 2025),
Chief Financial Officer
219%¹ 3% 222%² - -
David Sabet (since October 1, 2024),
Chief Technology Officer
- - - - -
Supervisory Board's compensation
Dr. Stephan Kessel,
Chairman of the Supervisory Board
28% -12% -1% 14% 28%
Dr. Ralf-Michael Fuchs,
Deputy Chair of the Supervisory Board
0% 6% 49% -1% 23%
Dr. Joachim Rauhut,
Member of the Supervisory Board
-50% 0% 0% 5% 11%
Dr. Dirk Linzmeier,
Member of the Supervisory Board
0% 0% 30% 13% -3%
Inka Koljonen (since February 16, 2022),
Member of the Supervisory Board
10% 0% 61% - -
Susanne Heckelsberger (since February 7, 2024),
Member of the Supervisory Board
134% - - - -
Kai Knickmann (since February 5,2025),
Member of the Supervisory Board
-
Company performance
Adjusted EBIT of Stabilus Group³ -9% -1% 1% 16% 40%
Adjusted Free Cashflow of Stabilus Group³ -10% 24% 31% -8% 42%
Net income of Stabilus SE pursuant to HGB³ -13% 108% -103% 336142% -104%
Average compensation on a full-time equivalent basis of
employees
Average compensation of employees of Stabilus Group 6% 17% 10% 8% 4%

1 The large year-on-year change for Stefan Bauerreis is explained by the one-time settlement of the original remaining term of his service contract in the fiscal year 2025.

Koblenz, December 4, 2025

Stabilus SE

Supervisory Board and Management Board

2 Change due to his mid-year entry in the fiscal year 2022.

3 As reported in the respective 2024 annual report of Stabilus SE.

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