TeamViewer AG — Remuneration Information 2023

Apr 5, 2023

Remuneration Report 2022

Excerpt from the Annual Report 2022

Creating a world that works better

Remuneration Report

This chapter has not been audited by the auditor.

The remuneration report describes the basic principles of the remuneration system for members of the Management Board and Supervisory Board as well as the amount of individual remuneration granted or owed to the members of the Management Board and Supervisory Board TeamViewer AG in the 2022 fiscal year. The report complies with the legal requirements of § 162 of the German Stock Corporation Act (AktG) as well as the recommendations of the German Corporate Governance Code (GCGC) both as amended on 28 April 2022 and as amended on 16 December 2019 and applicable in the 2022 fiscal year up to this date. The Management Board and Supervisory Board of TeamViewer AG have prioritised clear, comprehensible and transparent reporting in preparing the remuneration report. The remuneration report was formally audited by the auditor in accordance with § 162 (3) sentences 1 and 2 AktG.

Remuneration for fiscal year 2022 in retrospect

Business development in 2022

In the 2022 fiscal year, TeamViewer consistently delivered on its growth strategy, achieving profitable growth despite major geopolitical and macroeconomic challenges. TeamViewer successfully executed a series of organisational and operational measures during the fiscal year to position the Company for the future. Organisationally, the focus was on completing the ReMax programme, expanding the management team and strengthening the financial profile, which included a share buyback programme, repaying financial liabilities and concluding hedging transactions to protect against future interest rate and currency risks. In the operating business, TeamViewer focused on the continued implementation of its growth strategy along the growth dimensions defined. This included various cross-selling and upselling initiatives, the targeted strengthening of the Company's presence in growth markets and expanding strategic technology partnerships.

As a result, TeamViewer was able to achieve its capital market guidance. Billings increased by 16 % to EUR 634.8 million, which was in line with the revised guidance given in August 2022 of "approximately EUR 630 million". Revenue of EUR 565.9 million also met expectations of "EUR 565 to 580 million". The adjusted EBITDA margin of 47 % was at the upper end of the guidance range of 45–47 %.

The "pay for performance" principle of the remuneration system stating that exceptional performance should be appropriately rewarded and that missed targets should result in a reduction in remuneration is reflected, above all, in the Management Board remuneration for the 2022 fiscal year presented below.

Changes in corporate governance

Changes occurred in both the Management Board and the Supervisory Board of TeamViewer AG in the 2022 fiscal year. Michael Wilkens was appointed as a member of the Management Board and Chief Financial Officer (CFO) of TeamViewer AG as of September 2022. His mandate runs until August 2025. Peter Turner was appointed as a member of the Management Board of TeamViewer AG and Chief Commercial Officer (COO) as of July 2022. His mandate runs until July 2025. In the fiscal year 2022, Stefan Gaiser was a member of the Management Board of TeamViewer AG and its CFO until August 2022. He left the Company by mutual agreement upon the expiry of his contract in August 2022.

Following the pre-term departure of former TeamViewer AG Supervisory Board member Jacob Fonnesbech Aqraou, Ralf W. Dieter has been judicially appointed as a member of the Supervisory Board as of October 2022. The confirmation of his appointment by the Annual General Meeting will be carried out at the 2023 Annual General Meeting (AGM). The 2022 AGM confirmed the appointment of Hera Kitwan Siu for a period of four years. Beyond these, no other changes took place on the Management Board or Supervisory Board of TeamViewer AG.

Vote on the remuneration report at the Annual General Meeting 2022

The remuneration Report 2021, which reports on the compensation granted and owed to members of the Management Board and Supervisory Board of the Company in the 2021 fiscal year, was prepared for the first time in accordance with § 162 AktG, formally reviewed by the auditor in accordance with § 162 (3) sentence 1 and 2 AktG, and approved by a majority of 93.15 % at the Annual General Meeting on 17 May 2022. In view of the high level of approval for the remuneration report, the remuneration report 2022 follows a similar structure. In the interests of even greater transparency, further details and overviews to the chapter on shortterm variable compensation/STI bonus have been added.

Principles of Management Board remuneration

Objective of the remuneration system

The current remuneration system for the members of the Management Board of TeamViewer AG was adopted by the Supervisory Board on 17 March 2021 at the recommendation of its Nomination and Remuneration Committee. It was approved by the Company's Annual General Meeting on 15 June 2021 with a 96.23 % majority of the votes cast and has applied to all Management Board members in the 2022 fiscal year. The remuneration system complies with the requirements of the German Stock Corporation Act and the relevant recommendations of the German Corporate Governance Code.

The current remuneration system for the Management Board is designed to promote the Company's business strategy and long-term positive development. Above all, it creates effective incentives for driving growth and profitability and aims to improve non-financial performance, including sustainability aspects (Environmental, Social, Governance – ESG aspects). The remuneration system is an important tool for ensuring that TeamViewer's growth strategy is implemented and achieved while giving appropriate consideration to the individual tasks and performance of the Management Board's members as well as the overall situation and performance of TeamViewer.

Structure of the Management Board remuneration

The current remuneration for the members of the Management Board encompasses a mix of short- and long-term remuneration components intended to effectively promote the Company's strategy and sustainable, long-term development. Non-financial performance targets are included in addition to the financial performance targets. These non-financial performance targets incorporate ESG aspects related to TeamViewer's corporate and sustainability strategy, thus setting incentives for TeamViewer's consistent and lasting success. To ensure that the Management Board's interests are aligned with those of the shareholders, the long-term variable remuneration component is strongly linked to TeamViewer's share price development. To further reinforce the alignment of interests, TeamViewer's Management Board members are also required to purchase and hold TeamViewer shares.

In determining the Management Board's remuneration, the Supervisory Board also takes the remuneration and employment conditions of TeamViewer's senior management as well as its workforce into account. To ensure that the remuneration systems for the Management Board, upper management circle, and employees are consistent with one another, the same performance targets and incentives are set for steering the Company.

The remuneration system for the Management Board applies to new Management Board members, to reappointments of incumbent Management Board members, and to other amendments to existing employment contracts. The remuneration system has been applied to the employment contracts of the current Management Board. Therefore no deviations from the remuneration system of the Management Board in accordance with § 162 (1) sentence 2 no. 5 AktG. In the 2022 fiscal year, the Supervisory Board did not make use of the options anchored in the remuneration system in accordance with the legal requirements to temporarily deviate from the remuneration system.

Further information on the Management Board remuneration system can be found on the Company's Investor Relations website (ir.teamviewer.com/remuneration) in the Governance & ESG chapter.

Process for determining, implementing and reviewing the Management Board remuneration system

The Supervisory Board is responsible for determining, implementing and reviewing the Management Board remuneration system and is supported by the Nomination and Remuneration Committee in performing these tasks. The Nomination and Remuneration Committee is responsible for formulating recommendations for the Management Board's remuneration that take into account the aforementioned principles and the recommendations of the GCGC as amended. The remuneration system, prepared by the Nomination and Remuneration Committee, as well as all other matters relating to the remuneration of individual Management Board members are discussed and resolved by the Supervisory Board. When necessary, both the Nomination and Remuneration Committee and the Supervisory Board may consult an independent external remuneration expert to assist in developing the remuneration system for the members of the Management Board and in assessing the appropriateness of the remuneration. An independent external remuneration expert was called in by the Supervisory Board to assist in the development of the remuneration system.

The remuneration system adopted by the Supervisory Board was approved by the 2021 Annual General Meeting and applied in the 2022 fiscal year. The Supervisory Board regularly reviews the remuneration system and makes any changes deemed necessary. In accordance with the requirements of § 120a AktG, the remuneration system is resubmitted to the Annual General Meeting for approval no later than every four years and in the event of significant changes. Should the Annual General Meeting reject the remuneration system, a revised remuneration system is submitted to the subsequent Annual General Meeting for approval.

The Supervisory Board's rules of procedure set out requirements for avoiding conflicts of interest when determining, implementing and reviewing the Management Board's remuneration.

Appropriateness of Management Board remuneration

Management Board remuneration appropriately considers the individual duties and performance of the individual member, as well as the economic situation, success, and future prospects of TeamViewer.

The Nomination and Remuneration Committee regularly reviews the appropriateness of the Management Board's remuneration and proposes adjustments to the Supervisory Board when necessary in order to comply with regulatory requirements and ensure the remuneration is commensurate with the market. In doing so, the Committee did not identify any indications of inappropriate development or a need for an adjustment in the 2022 fiscal year.

In order to assess the appropriateness of the remuneration, the Nomination and Remuneration Committee considers the amount of the remuneration in comparison to the remuneration of members of the Management Board of comparable companies (horizontal comparison) as well as the vertical appropriateness in relation to the remuneration and employment conditions of the senior management and the overall workforce of TeamViewer AG (vertical comparison).

For the horizontal comparison, the Supervisory Board selects a group of comparable companies based on the country, company size and sector. To assess the remuneration granted in the 2022 fiscal year, the Board used a group consisting of international technology companies of similar size and the companies listed in the MDAX. This provided an appropriate comparison both in terms of similarly sized companies in Germany and international companies in the same sector. The Supervisory Board's comparison took primarily the following aspects into account:

• the mode of action of the individual fixed and variable remuneration components, i.e. their methodology and performance parameters;
• the relative weighting of the components, i.e. the ratio of the fixed basic remuneration to the short-term and long-term variable components;
• the amount of target total remuneration, consisting of the annual base salary and fringe benefits, the short-term incentive (STI) (annual bonus) and the long-term incentive (LTI); as well as
• the possible maximum amount of remuneration granted.

The vertical (internal) comparison encompasses TeamViewer AG's upper management circle and its workforce. The comparison assesses both the current ratio and the change in the ratio of the remuneration of the Management Board to the workforce as a whole. The comparison also took into account the remuneration of the Senior Leadership Team as the upper management circle of the Group.

Overview of remuneration components

The remuneration of Management Board members comprises fixed (non-performancebased) and variable (performance-based) remuneration components, the total amount of which determines the respective overall target remuneration of each Management Board member.

Fixed remuneration consists of an annual base salary as well as fringe benefits, which may vary from year to year depending on events and the particular individual. Variable remuneration comprises short-term variable remuneration (short-term incentive – STI) (annual bonus) and long-term variable remuneration (long-term incentive – LTI).

To reinforce the pay for performance principle of the remuneration system, variable, performance-based components make up the majority of the target total remuneration for each Management Board member. To ensure that remuneration is aligned with TeamViewer's sustainable, long-term development, the percentage share of long-term incentives outweighs the percentage share of short-term incentives.

The percentage of fixed remuneration as a share of total target remuneration ranges between 30 % and 40 %. The annual base salary accounts for 90 % to 100 % of fixed remuneration and fringe benefits amount to up to 10 %. The percentage of variable remuneration as a share of total target remuneration is between 60 % and 70 %, of which STI ranges from 30 % to 47 % of the total and LTI from 53 % to 70 %. Subsequent changes to the target values or comparison parameters set by the Supervisory Board in each case for the upcoming fiscal year are excluded.

The weighting of the individual components may vary for Management Board members who received compensation payments to the extent permitted by law for remuneration forfeited from previous employers when they took office.

Management Board remuneration in the 2022 fiscal year

The following table provides an overview of TeamViewer's remuneration system.

$30\% - 40\%$		Base salary	$\bullet$ Fixed cash remuneration, monthly payment in twelve equal installments
fixed		Fringe benefits	• Car allowance • Contribution to insurances (private health and nursing care insurance, accident insurance, D&O insurance)
	$30\% - 47\%$ short-term	Short-Term Incentive (STI)	• Annual cash bonus • Performance targets: – Billings, adjusted EBITDA, non-financial performance targets comprising ESG aspects and personal performance criteria • Cap: 200% of the target amount
$60\% - 70\%$ variable	$53\% - 70\%$ long-term	Long-Term Incentive (LTI)	• Performance share plan • Performance period: four years • Performance targets: – average billings growth, average EBITDA growth, relative total shareholder return (50% vs. STOXX 600 Technology and 50% vs. MDAX initially) and non-financial performance targets comprising ESG aspects • Cap: 200% of the target amount
		Further contractual components	• Share Ownership Guidelines: - Investment of 200% of base salary for the CEO and 100% of base salary for the CFO/Ordinary Board Member - Holding until the end of appointment • Maximum remuneration: – Cap of the total remuneration granted for one fiscal year in accordance with § 87a (1) sentence 2 no. 1 AktG - EUR 9,800,000 for the CEO and Ordinary Board Member each • Malus and clawback: - Full or partial reduction/repayment of variable remuneration in case of material breaches or in the event of incorrect consolidated financial statements • Severance payment: – Limited to two years' fixed remuneration plus STI, but not exceeding the remaining term of the service agreement

Fixed remuneration

Annual base salary

In the 2022 fiscal year, all Management Board members received an annual fixed base salary in cash, payable in twelve equal monthly instalments. Chief Executive Officer Oliver Steil received a gross amount of EUR 900,000 p.a., Mr Wilkens received a gross amount of EUR 700,000 p.a., Mr Turner received a gross amount of EUR 475,000 p.a. and Mr Gaiser received a gross amount of EUR 550,000 p.a. The annual base salary was paid pro rata temporis for Mr Wilkens, Mr Turner and Mr Gaiser.

Fringe benefits

The Management Board members were also granted fringe benefits in kind. These consisted mainly of lump-sum payments of EUR 2,000 per month for the use of a private car for business trips, contributions to the (private or state) health and long-term care insurance (in the amount of the statutory employer's contributions to the statutory health and long-term care insurance or a maximum of half of the contribution actually expended), continued payment of salary in the event of incapacity to work due to illness or death, and accident insurance in the event of death and disability. The Company also provided Mr Gaiser with a driving service for certain trips. All Management Board members are insured against third-party liability claims through a D&O insurance policy at the Company's expense with a deductible in accordance with the provisions of company law amounting to 10 % of the damage, but no more than 150 % of the annual base salary.

In order to attract qualified candidates to the Management Board, the Supervisory Board is also able to grant appropriate compensation to new Management Board members in a manner in line with the market. Examples include compensation for forfeited remuneration at previous employers. In the 2022 fiscal year, the Company granted Mr Wilkens a one-time compensation payment of EUR 150,000 (gross) as compensation for forfeited remuneration at his previous employer.

The Company shall reimburse Mr Turner for the costs of a tax advisor for the preparation of his tax returns in Germany up to an amount of EUR 5,000 plus VAT p.a. upon provision of proof. The Company shall also reimburse him for the additional costs of a tax advisor for the preparation of his tax returns in the United Kingdom incurred as a result of receiving foreign income up to an amount of EUR 3,000 plus VAT p.a., upon furnishing proof thereof. Mr Turner will bear any applicable income tax on the reimbursement. Any income tax payable on this amount shall be borne by Mr Turner.

No granting of loans and other types of guarantees or commitments

As at 31 December 2022, no loans or advances had been granted to members of the Company's Management Board. As in the previous year, no guarantees or commitments were entered into in favour of Management Board members.

Variable remuneration elements

Short-term variable remuneration/STI bonus

The short-term incentive bonus (STI bonus) is the short-term variable remuneration element with a term of one year. The annual cash bonus is dependent on the achievement of certain financial targets (according to billings-based performance targets and/or adjusted EBITDA targets), as well as certain optional non-financial corporate targets (particularly sustainability and ESG aspects). The amount of the STI bonus also depends on the achievement of personal performance targets, which are weighted on a percentage basis and set by the Supervisory Board at the beginning of the fiscal year individually for each Management Board member. The current remuneration system includes the option of taking non-financial corporate objectives into account for the STI assessment, which is meant to ensure that sustainability aspects are incorporated into the STI bonus consideration to an even greater extent than before, reflecting the overriding importance TeamViewer places on ESG aspects. For the 2022 fiscal year, ESG aspects were included as a central criterion ("modifier criteria") in assessing the individual performance of all Management Board members in order to underscore the high significance of ESG aspects.

The calculation and payment of the STI bonus also incorporate special malus and clawback criteria that may result in the reduction, complete elimination or clawback of the STI bonus.

Subject to any reductions or clawbacks (malus and clawback), the STI bonus for a fiscal year is generally calculated as follows:

Assuming 100 % target achievement (and no malus or clawback events), the target remuneration in the 2022 fiscal year was as follows:

STI bonus for 100 % target achievement in the 2022 fiscal year	Target remuneration p.a. in EUR	Target remuneration pro rata temporis in EUR
Oliver Steil	900,000	900,000
Michael Wilkens 2 (as of 1 September 2022)	700,000	233,333
Peter Turner1 ,2 (as of 11 July 2022)	440,000	208,172
Stefan Gaiser2 (until 18 August 2022)	500,000	315,860

¹In the case of Mr Turner, the STI bonus shall be adjusted annually on 1 January, if necessary, for the first time as of 1 January 2023, based on the applicable EUR/GBP exchange rate as per TeamViewer Accounting department.

²The STI bonus for Mr Wilkens, Mr Turner and Mr Gaiser is pro rata temporis based on the respective active employment period.

The STI bonus is limited to a maximum of 200 % of the target STI bonus. If the respective employment contract begins or ends during the course of a year, the STI bonus is calculated pro rata temporis for the period the employment relationship existed in the respective fiscal year. In this case, the degree of target achievement is determined according to the originally defined parameters, even in the event of a departure during the year, and is paid at the regular due date. The STI bonus, insofar as an entitlement to such has arisen, is due for payment six weeks after the adoption of the consolidated financial statements.

Overall degree of target achievement

The Supervisory Board set the target values for the STI bonus for the 2022 fiscal year for Mr Steil and Mr Gaiser on 25 January 2022 and for Mr Wilkens and Mr Turner on 29 July 2022. It specified the collective and individual personal performance criteria for each Management Board member in addition to the financial performance targets for billings and adjusted EBITDA, each weighted at 50 %.

Financial targets

For the 2022 fiscal year, the target achievement curves shown below apply to all Management Board members. The target achievement between these amounts is determined in each case by linear interpolation. The target achievement is 0 % if the lower limit is not reached.

Perfor mance criterion	Lower limit at 50 % target achievement	Target value for 100 % target achievement	Upper limit at 200 % target achievement	Results 2022	Target achieve ment in %
Billings (50 %)	621.0	641.0	661.0	634.8	84 %
Adjusted EBITDA (50 %)	280.5	300.5	324.5	298.7	96 %
Overall degree of target achievement in %

STI 2022 target achievement for financial performance criteria

Personal performance criteria/Modifier factor

The individual personal performance criteria of the Management Board focused primarily on the Company's sustainable, long-term growth, sustainability (ESG criteria and improving the Company's ESG scores and the recruitment and promotion of high-calibre female executives), the further development and enhancement of the Company's organisational structure and processes, the onboarding of Michael Wilkens and Peter Turner, as well as the strengthening and positioning of TeamViewer within the framework of the capital market strategy.

The Supervisory Board as well as the Nomination Committee have dealt in detail with the individual target achievement of both the entire Management Board and each individual Management Board member following the close of the 2022 fiscal year. Once the consolidated financial statements for the respective fiscal year are approved, the Supervisory Board determines the degree of target achievement (in per cent) with regard to the financial and non-financial performance targets. This includes the resulting overall degree of target achievement, taking into account the weighting of the individual financial and non-financial performance targets and the individual modifier factors in a range of 0.8 to 1.2, at the Supervisory Board's reasonable discretion, depending on the target achievement of the respective criteria set.

Board member	Individual targets	Target achievement in %	Modifier factor
Oliver Steil	The performance of CEO Oliver Steil in the 2022 fiscal year was measured above all based on the growth initiative in the Enterprise business, increasing growth in the SMB business, building a leading global tech brand, improving the ESG profile, communicating with investors and strengthening the organisational structure and processes.	109.56 %	1.0956
Michael Wilkens	The individual target achievement of Chief Financial Officer Michael Wilkens was assessed in 2022 based on a smooth onboarding process, strengthening and positioning TeamViewer within the capital markets strategy, setting the budget and funding for 2023, ensuring legal and compliance requirements are met, setting targets to improve the reputation of the TeamViewer share from an ESG perspective, including supporting the recruitment and development of a high-calibre female leadership group, further improving ESG ratings, and reducing the Company's CO₂ footprint.	120 %	1.2
Peter Turner	CCO Peter Turner's individual target achievement was assessed for 2022 based on a smooth onboarding process, demand generation and growth of the webshop and inside sales, building a new, high-performing marketing team filling key positions, focusing on commercial results and targets to improve TeamViewer's share reputation from an ESG perspective.	98.5 %	0.985
Stefan Gaiser	The individual target achievement of CFO Stefan Gaiser was assessed until the end of his contract in August 2022 based on his support during the exit process and handover process to the new CFO, communication with investors, the Company's capital market strategy, the ongoing share buyback programme and related strategy, and the implementation of ESG measures to reduce carbon emissions.	114.78 %	1.1478

For the 2022 fiscal year, the summary for the STI is as follows:

Board member	Overall degree of target achievement in %	Target remuneration in EUR	Modifier factor	STI bonus for the 2022 fiscal year in EUR
Oliver Steil	90 %	900,000	1.0956	887,436
Michael Wilkens (as of 1 September 2022)	90 %	233,333	1.2	252,000
Peter Turner1 (as of 11 July 2022)	90 %	208,172	0.985	184,544
Stefan Gaiser (until 18 August 2022)	90 %	315,860	1.1478	326,290

1 In the case of Mr Turner, the STI bonus shall be adjusted annually on 1 January, if necessary, starting as of 1 January 2023, based on the applicable EUR/GBP exchange rate as per TeamViewer Accounting department.

STI as part of the remuneration granted and owed in the 2022 fiscal year

The STI bonus for the 2022 fiscal year concerns remuneration for the full performance of the underlying activity in the 2022 fiscal year, even if payment is not made until 2023. For the purposes of accrual-based allocation, the STI is reported as remuneration granted and owed in the 2022 fiscal year in accordance with § 162 AktG.

Long-term variable remuneration (Long-term incentive/LTI bonus)

The long-term variable remuneration for the 2022 fiscal year is remuneration not yet granted in accordance with § 162 AktG, as the vesting and performance period for the LTIP 2022–2025 does not end until the 2025 fiscal year. The Company's first LTIP (LTIP 2020–2023) does not end until the 2023 fiscal year, meaning the following disclosures are voluntary.

The Management Board members also participated in the Company's applied long-term incentive programme (LTIP) in the 2022 fiscal year. Long-term incentive (LTI) is measured based on "performance shares" with a four-year performance period. The terms and conditions of the LTIP are determined by the Supervisory Board at its reasonable discretion for each performance period. Unless the Supervisory Board decides to redefine the terms and conditions of the LTIP, the terms and conditions of the LTIP for the fiscal year preceding shall also apply to the next performance period.

At the beginning of each performance period, the Supervisory Board sets a target for each of at least three performance targets which, if achieved, results in 100 % target achievement. For each of these performance targets, the Supervisory Board also defines, where possible, a minimum value as the lower end of the target corridor that, if achieved, results in 50 % target achievement (minimum value). In addition, a maximum value is determined that, if achieved or exceeded, results in 200 % target achievement (maximum value). If the value achieved with respect to the performance target falls below the minimum value, the degree of target achievement for that performance target is 0 %. If the value achieved with respect to the performance target reaches or exceeds the maximum value, the degree of target achievement is 200 %.

The payout amount is determined by multiplying the final number of performance shares for the performance period by the average closing price of the Company's share for the 60 trading days preceding the end of the performance period. Assuming the share price is unchanged and 100 % target achievement overall (without the intervention of malus or clawback provisions), the LTI payout amount would be equal to the original grant value. The maximum payout of an LTI tranche (before taking into account any malus or clawback provisions) may generally not exceed 200 % of the original grant value.

Overall target achievement for the performance period takes the following components into consideration:

• 30 % financial performance targets "average billings growth" and "average adjusted EBITDA growth" (equally weighted)
• 50 % relative total shareholder return (TSR) measured against the two peer groups "STOXX® 600 Technology" and "MDAX" (equally weighted), or other peer groups and share indices determined by the Supervisory Board for comparison
• 20 % non-financial performance targets, which mainly concern sustainability aspects (environmental, social, governance – ESG)

The payout is then calculated based on TeamViewer's average share price for the 60 trading days preceding the end of the performance period. The payout is capped at 200 % of the LTI target amount.

If the employment agreement or the right to participate in an LTIP begins or ends during the year, the allocation value shall be reduced on a pro rata basis to an amount corresponding to the number of calendar months during which the employment agreement or the right to participate existed in the allocation year (the first year of the performance period). Any forfeiture in accordance with the respective LTIP remains unaffected.

LTIP for the 2022 to 2025 performance period

Each fiscal year marks the start of a new assessment period (performance period) in accordance with the terms of the applicable LTIP. After the end of each fiscal year, the achievement of certain predefined targets is measured. The LTIP allocated in the 2022 fiscal year is based on the 2022 to 2025 performance period.

The Supervisory Board defined the following target components for the 2022 fiscal year:

Remuneration components for the Management Board

Targets	Weighting	Conditions
1. Long-term financial target	30 %	50 %: Average billings growth 2022-20251 50 %: Average Adjusted EBITDA growth 2022-20251
2. Non-financial strategic objective	20 %	50 %: Net promoter score (collected externally) 50 %: ESG targets
3. Share price/ return-based target	50 %	50 %: Relative stock return vs. STOXX® 600 Technology 50 %: Relative stock return vs. MDAX®

¹ Average of the four annual growth rates for the years 2022 to 2025.

In addition to setting the target values for the long-term financial targets (average billings and adjusted EBITDA growth in the years 2022 to 2025), the non-financial targets were supplemented by a further ESG-based remuneration component aimed at effectively increasing the proportion of women in executive positions and improving the net promoter score. Targets were also set for the relative return for TeamViewer shares compared with the STOXX® 600 Technology and MDAX, with a relative performance target of 6.67 % outperformance over the respective benchmark index (minimum value of 0 % and maximum value of 20 % outperformance). All companies contained in the respective benchmark index were taken into account.

The terms of the current LTIP provide for the allocation of a tranche of virtual shares (performance shares) at the beginning of the first fiscal year of the performance period 2022 to 2025. The initial tranche of performance shares allocated is used as the basis for calculating any LTIP payout at a later date, taking into account performance measurement/ target achievement at the end of the four-year measurement period. The initial number of performance shares allocated in a tranche is calculated by dividing the allocation value promised to the Management Board member by the average closing price of the Company's share on the last 60 trading days before the start of the performance period (rounded to full performance shares).

LTI bonus for 100 % target achievement in the 2022 fiscal year	Target remuneration p.a. in EUR	Target remuneration pro rata temporis in EUR
Oliver Steil	1,000,000	1,000,000
Michael Wilkens2 (as of 1 September 2022)	830,000	276,667
Peter Turner1 ,2 (as of 11 July 2022)	600,000	250,000
Stefan Gaiser2 (until 18 August 2022)	550,000	320,833

¹In the case of Mr Turner, the STI bonus shall be adjusted annually on 1 January, if necessary, starting as of 1 January 2023, based on the applicable EUR/GBP exchange rate as per TeamViewer Accounting department.

²The LTI bonuses for Mr Wilkens, Mr Turner and Mr Gaiser are pro rata temporis based on the respective active employment period.

At the end of the performance period, an overall target achievement level is determined for the performance targets set by the Supervisory Board before the start of the performance period. The payment amount for the respective performance period is due with the next possible salary statement following the adoption of the Company's consolidated financial statements after the end of the respective performance period and no later than December 31 of the fiscal year following the end of the performance period.

Based on the current LTIP, the final number of performance shares at the end of the performance period is determined by multiplying the initial number of performance shares by the overall target achievement level. The overall target achievement level is determined from the target achievement levels of the individual targets set by the Supervisory Board for the respective performance period.

Further disclosures on share-based payments through performance shares can be found in the notes to the consolidated financial statements (pp. 121 ff.).

Malus and Clawback

The STI and LTI are subject to malus and clawback conditions (as of the Company's IPO). This means that before determining the payout amount of an STI or LTI, the Supervisory Board reviews as to whether a malus provision justifies a reduction or even the elimination of the variable remuneration amount, which is determined on the basis of the target achievement level and the LTIP conditions.

Variable remuneration amounts already paid out can be reclaimed within a clawback period if clawback criteria emerge during the period for which the variable remuneration component was paid. The clawback period for each variable remuneration component begins with the expiry of the performance period on which it is based and ends two years after this date. In the 2022 fiscal year, there were neither reductions nor clawbacks of variable remuneration components due to malus or clawback events.

Overview of the target and maximum remuneration structure in fiscal year 2022

Target remuneration 2022 (annual base salary, STI bonus and LTI for 100 % target achievement excluding fringe benefits)	Annual base salary in EUR	STI in EUR	LTI in EUR	Total in EUR
Oliver Steil	900,000 (32 %)	900,000 (32 %)	1,000,000 (36 %)	2,800,000
Michael Wilkens	233,333	233,333	276,667	743,333
(as of 1 September 2022)	(31 %)	(31 %)	(38 %)
Peter Turner	224,306	208,172	250,000	682,478
(as of 11 July 2022)	(33 %)	(31 %)	(36 %)
Stefan Gaiser	348,333	315,860	320,833	985,026
(until 18 August 2022)	(35 %)	(32 %)	(33 %)
Total				5,210,837

Maximum remuneration structure 2022 (annual base salary, STI bonus and LTI at 200 % target achievement excluding fringe benefits)	Annual base salary in EUR	STI in EUR	LTI in EUR	Total in EUR
Oliver Steil	900,000 (19 %)	1,800,000 (38 %)	2,000,000 (43 %)	4,700,000
Michael Wilkens	233,333	466,667	553,333	1,253,333
(as of 1 September 2022)	(19 %)	(37 %)	(44 %)
Peter Turner	224,306	416,344	500,000	1,140,650
(as of 11 July 2022)	(20 %)	(37 %)	(43 %)
Stefan Gaiser	348,333	631,720	641,667	1,621,720
(until 18 August 2022)	(21 %)	(39 %)	(40 %)
Total				8,715,703

The fixed and variable remuneration components paid to the Management Board members in the 2022 fiscal year fully comply with the requirements of the remuneration system approved by the Company's Annual General Meeting in 2021. In particular, the amount of remuneration granted also complied with the maximum remuneration stipulated by the remuneration system. To avoid unlimited or excessive remuneration of the Management Board, remuneration is limited in two ways. First, the payment of variable remuneration components is limited to 200 % of the target amount for both the STI and the LTI. Second, the Supervisory Board has set a maximum level of remuneration for the members of the Management Board in accordance with § 87a (1) sentence 2 no. 1 AktG, which includes all fixed and variable remuneration components granted for a single fiscal year. The maximum remuneration realisable for a given fiscal year may not exceed EUR 9,800,000 p.a. for each Management Board member. Should the defined maximum remuneration for a fiscal year be exceeded, the amount paid out under the LTI will be reduced accordingly.

The mix of short-term and long-term remuneration components, as well as the above-described assessment of the performance criteria on a case-by-case basis, ensure the effective promotion of TeamViewer's corporate strategy and sustainable, long-term development.

Shareholding obligations

The Company's Management Board members are obliged to hold shares in TeamViewer AG for the duration of their appointment as Board members, whereby this obligation must be fulfilled for the first time no later than after the expiration of four years (or two years in the case of Mr Steil and Mr Gaiser, and one year in the case of Mr Wilkens and Mr Turner) since their initial appointment. The number of shares in the Company to be held (restricted shares) is calculated by dividing (i) the annual base remuneration by (ii) the value of the Company's share at the time of the IPO. The shares granted by the Company's principal¹ shareholder to redeem previous shareholding commitments for participating in the increase in the Company's value (see third-party benefits below) may be used for this purpose.

Shares held by members of the Management Board as of 31 December 2022:

Management Board members	Number of shares
Oliver Steil	2,500,000
Michael Wilkens	73,300
Peter Turner	50,321

Based on the aforementioned shareholdings of the Management Board members, their compliance with the shareholding obligations was established as at 31 December 2022. Michael Wilkens and Peter Turner were not subject to the shareholding obligation in their first year on the Management Board. Stefan Gaiser was no longer a member of the Management Board as at 31 December 2021.

Benefits in the event of pre-term termination of employment

In the event of a pre-term revocation of the appointment, Management Board members may be entitled to severance payments under certain circumstances. In the event of a revocation of appointment due to an inability to properly manage the Company within the meaning of § 84 (3) AktG, due to a gross breach of duty or due to other good cause for which the Management Board member is responsible pursuant to § 84 AktG, or if there is good cause for which the Management Board member is responsible within the meaning of § 626 BGB which would have entitled the Company to terminate the employment contract for cause, the Management Board member shall not receive any severance payment.

If the Management Board member's term of office ends pre-term due to death, the Company shall pay the fixed remuneration and any STI bonus for the month of death and three subsequent calendar months on a pro rata basis to the surviving spouse or registered partner or – if the Management Board member is not married or in a civil partnership – to any firstorder heirs.

Benefits in the event of regular termination of employment

In the event of a regular termination of employment, no severance payment or other comparable benefit has been promised to the members of the Management Board. In the event of the departure from the Management Board under or a termination of this employment contract during the year or a leave of absence, the degree of target achievement as well as the modifier factor are calculated and determined on the basis of the defined target parameters (financial targets and modifier criteria) at the usual time (after the end of the fiscal year).

Benefits in the case of a post-contractual non-compete clause

For the duration of a post-contractual competition ban, the Management Board member shall receive compensation amounting to 50 % of the last contractual benefits received. Any statutory fees on this amount shall be borne by the Management Board member. Any noncompete compensation is reduced by income the Management Board member earned through other use of the member's services or as a benefit according to SGB III during the period for which the non-compete compensation is paid, provided the non-compete compensation would exceed 110 % of the contractual benefits last received by the member when this amount is added. Any severance payment shall be credited against the noncompete compensation.

Mr Gaiser and the Supervisory Board reached a mutual agreement in October 2021 on the expiry of Mr Gaiser's employment contract on 18 August 2022. Stefan Gaiser is subject to a twelve-month non-compete clause following the termination of his employment contract. During the non-compete period, Mr Gaiser will receive compensation in the amount of 50 % of the last agreed remuneration, consisting of annual base salary, STI and LTI. The amount of 50 % of the last agreed remuneration received is EUR 506,275. Accordingly, the compensation amounts to EUR 42,189 per month and is paid monthly for a period of twelve months. All payments are to be understood as payments on account due to the variable compensation components. After the expiry of all vesting periods, the compensation is adjusted according to the actual achievement of targets.

Third-party benefits

Management Board members Oliver Steil and Stefan Gaiser (while still managing directors of TeamViewer GmbH and Regit Eins GmbH) agreed with the Company's principal shareholder at the time on participation in the increase in value of the Company and also acquired an indirect interest in the Company ("management equity participation – MEP"). Prior to the Company's IPO in 2019, the stock appreciation rights were modified. After the IPO, the participation commitments were partially paid out based on the value appreciation achieved, and the indirect participation was sold. This resulted for both parties in an inflow of funds and entitlements to future benefits. These benefits were or will be granted exclusively by the main shareholder or its affiliated companies and not by the Company. Nevertheless, these are to be recognised as an expense by TeamViewer AG in accordance with the relevant provisions of IFRS (Consolidated Group).

In 2019, Oliver Steil received an amount of EUR 39,734,344.93 and Stefan Gaiser an amount of EUR 19,907,507.22 in this connection. As outlined in the Company's securities prospectus dated 11 September 2019, this has been supplemented by two share allocations subject to certain conditions. For the tranche maturing in 2020, these conditions ultimately occurred on 1 October 2020. On 1 December 2020, Mr Steil was therefore allotted 1,765,971 shares and Mr Gaiser 884,778 shares from the holdings of the principal shareholder. These shares are held by Mr Steil and Mr Gaiser, with the exception of a proportion sold immediately upon allocation, mainly to settle taxes and costs. The second share allocation in an identical amount was made on 1 December 2021. These shares are also held by Mr Steil and Mr Gaiser, with the exception of a proportion sold mainly to settle taxes and costs immediately upon allocation.

In 2021, Mr Steil and Mr Gaiser decided to settle a portion of the taxes and costs incurred in this connection from their own funds and therefore sold significantly fewer shares than in the previous year. After these allocations as well as the further acquisition of shares from own funds, the shareholding requirements (Share Ownership Guidelines) were fulfilled by both in 2021.

In the 2022 fiscal year, no member of the Management Board received benefits from a third party with regard to their activities as a member of the Company's Management Board.

Remuneration granted and owed

The following tables show the remuneration granted and owed to the current members of the Management Board in the past fiscal year in accordance with § 162 (1) sentence 1 AktG. This includes all fixed and variable remuneration components as well as their respective relative share per Management Board member. Remuneration is "granted" when it has actually accrued to the member of the governing body and has thus been transferred to the member's assets, regardless of whether the accrual is for the fulfilment of the obligation or for no legal reason. In this context, remuneration can already be stated for the fiscal year in which the underlying activity (of one or more years) has been fully performed. Accordingly, with regard to the remuneration of the Management Board, the amounts of the STI and LTI are reported below as "granted" in the 2022 fiscal year when the performance period has expired as of 31 December 2022, since the underlying services were fully performed by the reporting date of 31 December 2022, even if payment is not made until the following year. This ensures that reporting is transparent and easy to understand and ensures there is a link between performance and remuneration in the fiscal year. "Owed" is remuneration if, in the fiscal year for which the remuneration report is prepared, the Company has a legally existing obligation to the governing body member that is due but not yet fulfilled. All tables contain the remuneration granted and owed to current and former members of the Management Board and current and former members of the Supervisory Board.

The table shows the annual base remuneration, fringe benefits, STI and other remuneration (compensation payments, non-compete compensation for post-contractual non-compete clause) paid out in the fiscal year. The Company does not have any current pension expenses. The LTI did not represent remuneration granted or owed in the 2022 fiscal year, as the claims from the LTI tranches granted in previous years are not yet due and the LTI tranches granted in 2020, 2021 and 2022 do not, by definition, represent remuneration granted and owed in 2022.

In addition to the above information, the table also shows the relative proportions of all fixed and variable remuneration components in relation to the total remuneration (TR) in the respective fiscal year, in accordance with § 162 (1) sentence 2 no. 1 AktG.

Remuneration granted and owed to the current Management Board members in accordance with § 162 (1) sentence 1 AktG for the fiscal year 2022 (1 January 2022 to 31 December 2022), Part I

	Oliver Steil, Chairman of the Board/CEO						Michael Wilkens, Chief Financial Officer/CFO 1 September 2022–31 December 2022
	2021 in EUR	2021 in % TR	2022 in EUR	2022 in % TR	2021 in EUR	2021 in % TR	2022 in EUR	2022 in % TR
Annual basic salary	900,000	4.08 %	900,000	49.73 %	–	–	233,333	36.27 %
Fringe benefits	21,981	0.10 %	22,307	1.23 %	–	–	8,000	1.24 %
Total	921,981	4.18 %	922,307	50.96 %	–	–	241,333	37.51 %
One-year variable remuneration (STI)
2021	–	–	–	–	–	–	–	–
2022	–	–	887,436	49.04 %	–	–	252,000	39.17 %
Multi-year variable remuneration (LTIP)
2020–2023	–	–	–	–	–	–	–	–
2021–2024	–	–	–	–	–	–	–	–
2022–2025	–	–	–	–	–	–	–	–
Other	21,138,6731	95.82 %	–	–	–	–	150,0002	23.32 %
Total	21,138,673	95.82 %	887,436	49.04 %	–	–	402,000	62.49 %
Total remuneration (as defined by § 162 AktG)	22,060,654	100 %	1,809,743	100 %	–	–	643,333	100 %

¹ Third-party payment paid by the main shareholder or its majority shareholder. In 2021, this payment was made in the form of share transfers; 1,765,971 shares at the weighted average price on 1 December 2021 of EUR 11.97 per share.

² One-off compensation payment related to the initial appointment as compensation for forfeited remuneration at previous employer.

Remuneration granted and owed to the current Management Board members in accordance with § 162 (1) sentence 1 AktG for the fiscal year 2022 (1 January 2022 to 31 December 2022), Part II

			Peter Turner Chief Commercial Officer/CCO 11 July 2022–31 December 2022
	2021 in EUR	2021 in % TR	2022 in EUR	2022 in % TR
Annual base salary	–	–	224,306	54.84 %
Fringe benefits	–	–	168	0.04 %
Total	–	–	224,474	54.88 %
One-year variable remuneration (STI)
2021	–	–	-	-
2022	–	–	184,545	45.12 %
Multi-year variable remuneration (LTIP)
2020–2023	–	–	-	-
2021–2024	–	–	-	-
2022–2025	–	–	-	-
Other	–	–	-	-
Total	–	–	184,545	45.12 %
Total remuneration (as defined by § 162 AktG)	–	–	409,018	100 %

The following table shows the remuneration of the former member of the Management Board granted and owed in the past fiscal year in accordance with § 162 (1) sentence 1 AktG. After ten years following the end of the fiscal year in which Management Board members end their activity, their personal information is omitted in accordance with § 165 (5) AktG.

Remuneration granted and owed to former Management Board members in accordance with § 162 (1) sentence 1 AktG for the fiscal year 2022 (1 January 2022 to 31 December 2022)

	Lisa Agona, Chief Marketing Officer/CMO 19 April 2021–31 December 2021				Stefan Gaiser, Chief Financial Officer/CFO 1 January 2022–18 August 2022
	2021 in EUR	2021 in % TR	2022 in EUR	2022 in % TR	2021 in EUR	2021 in % TR	2022 in EUR	2022 in % TR
Annual base salary	257,690	19.03 %	–	–	550,000	4.92 %	348,333	38.59 %
Fringe benefits	33,839	2.50 %	–	–	36,845	0.33 %	42,343	4.69 %
Total	291,529	21.53 %	–	–	586,845	5.25 %	390,676	43.28 %
One-year variable remuneration (STI)
2021	–	–	–	–	–	–	–	–
2022	–	–	–	–	–	–	326,290	36.15 %
Multi-year variable remuneration (LTIP)
2020–2023	–	–	–	–	–	–	–	–
2021–2024	–	–	–	–	–	–	–	–
2022–2025	–	–	–	–	–	–	–	–
Other	1,062,3231	78.47 %	–	–	10,590,7932	94.75 %	185,6343	20.57 %
Total	1,062,323	78.47 %	–	–	10,590,793	94.75 %	511,924	56.72 %
Total remuneration (as defined by § 162 AktG)	1,353,852	100 %	–	–	11,177,638	100 %	902,600	100 %

¹ Severance payment to settle all future claims arising from and in connection with the employment relationship.

² Third-party payment paid by the main shareholder or its majority shareholder. In 2021, this payment was made in the form of share transfers; 884,778 shares at the weighted average price on 1 December 2021 of EUR 11.97 per share.

³ Benefits due to the post-contractual non-competition clause.

Remuneration of the Supervisory Board

The remuneration of Supervisory Board members is governed by § 13 of the Company's Articles of Association and the remuneration system of the Supervisory Board. The remuneration system for Supervisory Board members corresponds to the previous provisions of the Articles of Association on Supervisory Board remuneration in § 13 of the Company's Articles of Association. The current remuneration system was approved by the Annual General Meeting of the Company on 15 June 2021 with 98.71% of the votes cast and came into effect for all Supervisory Board in the 2022 fiscal year. The remuneration system and the Articles of Association are both publicly available.

The remuneration of the Supervisory Board is fully fixed. It takes into account the duties and responsibilities of the members of the Supervisory Board. The members of the Supervisory Board generally receive fixed remuneration of EUR 75,000. The Chairman of the Supervisory Board receives fixed remuneration of EUR 187,500 and his deputy receives fixed remuneration of EUR 165,000. In addition, the members of the Supervisory Board acting as members of the Audit Committee receive an additional fixed remuneration of EUR 30,000. For their work on other Supervisory Board committees, Supervisory Board members receive additional fixed annual remuneration of EUR 25,000 per committee, provided the relevant committee meets at least once a year to perform its duties. The Chairmen of the committees receive twice the above committee remuneration. Remuneration for committee work is taken into account for a maximum of two committees. The two functions with the highest remuneration are relevant in the event that this limit is exceeded. The above remuneration is payable in four equal instalments due and payable at the end of each quarter for which the remuneration is paid. Members of the Supervisory Board who hold office on the Supervisory Board or the office of Chairman or Deputy Chairman for only part of the fiscal year receive the corresponding remuneration on a pro rata basis. In addition, the Company reimburses the members of the Supervisory Board for their reasonable out-of-pocket expenses incurred in connection with the exercise of their mandate, as well as for value-added tax on their remuneration and out-of-pocket expenses.

The members of the Supervisory Board are covered by the Company's D&O insurance policy with coverage in line with the market.

Partners and employees of Permira who serve as members of the Company's Supervisory Board do not receive any additional remuneration for their services as this is considered to be covered by the contractual remuneration they receive from Permira. They are generally required to waive any remuneration they may be entitled to in such positions.

Remuneration granted and owed to Supervisory Board members in accordance with § 162 (1) sentence 1 AktG

	Fixed annual remuneration		Participation in committees		Total remuneration
In EUR	2021	2022	2021	2022	2021	2022
Supervisory Board members in office as of 31 December 2022 Council members
Dr Abraham Peled (Chairman)	187,500	187,500	55,000	55,000	242,500	242,500
Axel Salzmann (Deputy Chairman as of 1 September 2022)	75,000	104,837	110,000	110,000	185,000	214,837
Stefan Dziarski1	–	–	–	–	–	–
Dr Jörg Rockenhäuser1	–	–	–	–	–	–
Ralf W. Dieter (as of 17 October 2022)	–	9,375	–	6,875	–	16,250
Hera Kitwan Siu	4,688	75,000	–	30,000	4,688	105,000
Former Supervisory Board members
Jacob Fonnesbech Agraou (former Deputy Chairman) (until 22 August 2022)	165,000	106,264	55,000	35,421	220,000	141,685

¹ Stefan Dziarski and Dr Jörg Rockenhäuser have waived their remuneration in the 2022 fiscal year.

Comparative presentation of earnings development and annual change in remuneration

In accordance with § 162 (1) sentence 2 no. 2 AktG, the following overview provides a comparative presentation of the annual change in the remuneration of the current and former members of the Management Board and Supervisory Board, the development of the Company's earnings, and the average remuneration of employees on a full-time equivalent basis over the last five fiscal years.

For the members of the Management Board and Supervisory Board, the remuneration granted and owed in the respective fiscal year is presented on an individual basis as defined by § 162 (1) sentence 1 AktG.

The Company's earnings performance is presented on the basis of net income/loss. In addition, the Group's earnings performance is measured on the basis of billings and adjusted EBIDTA.

Since TeamViewer AG has not had any employees of its own since 1 June 2022, the presentation of the average remuneration of employees on a full-equivalent basis (FTE) is based on the workforce of the TeamViewer Group in Germany (TeamViewer Germany GmbH and Regit Eins GmbH), which consisted of an average of 726 employees (FTE) in the 2022 fiscal year. In comparison, the TeamViewer Group employed 694 employees (FTE) in Germany in the 2021 fiscal year. The average employee remuneration includes personnel expenses for wages and salaries, fringe benefits, employer contributions to social security as well as the variable remuneration components attributable to the respective fiscal year.

In line with the remuneration of the Management Board and Supervisory Board, employee compensation therefore corresponds in principle to the remuneration granted and owed within the meaning of § 162 (1) sentence 1 AktG.

Comparative presentation of the remuneration and earnings development of the employees, the Management Board and the Supervisory Board in accordance with § 162 (1) sentence 2 no. 2 AktG

Fiscal year	20181	2019	% change1	2020	% change	2021	% change	2022	% change
Earnings development of TeamViewer AG in EUR
Net loss for the year (HGB) (in EUR million)	–	2	–	9	-350 %	8	+11 %	14	-75 %
Earnings development of the TeamViewer Group in EUR
Billings (non-IFRS) (in EUR million)	–	324.9	–	460.3	+42 %	547,6	+19 %	634.8	+16 %
Adjusted EBITDA (non-IFRS) (in EUR million)	–	182.1	–	261.4	+44 %	257,0	-2 %	298.7	+16 %
Average remuneration of employees
Total workforce TeamViewer AG (until 2022)	–	84,489	–	110,942	+31 %	113,160	+2 %	–	–
Total workforce TeamViewer Group in Germany (as of 2022)	–	–	–	–	–	92,004	-	95,479	+ 4 %
Management Board remuneration
Oliver Steil (as of 2019)	–	41,292,2913	–	72,883,9403	+76 %	22,060,6543	-69 %	1,809,743	-92 %
Michael Wilkens (as of 1 September 2022)	–	–	–	–	–	–	–	643,333	–
Peter Turner (as of 17 July 2022)	–	–	–	–	–	–	–	409,018	–
Former Management Board members
Stefan Gaiser (until 18 August 2022)	–	20,844,3993	–	36,757,3823	+76 %	11,177,6383	-69 %	902,600	-92 %
Lisa Agona (as of 19 April 2021 until 31 December 2021)	–	–	–	–	–	1,353,8524	–	–	–
Supervisory Board remuneration
Dr Abraham Peled (as of August 2019)	–	71,8792	–	242,500	+237 %	242,500	0	242,500	0 %
Axel Salzmann (as of August 2019)	–	82,8042	–	185,000	+123 %	185,000	0	214,837	+16 %
Stefan Dziarski (as of August 2019)	–	–	–	–	–	–	–	–	–
Dr Jörg Rockenhäuser (as of August 2019)	–	–	–	–	–	–	–	–	–
Ralf W. Dieter (as of 17 October 2022)	–	–	–		–	–	–	16,250	–
Hera Kitwan Siu (as of 26 November 2021)	–	–	–	–	-	4,688	–	105,000	+2,140%
Former Supervisory Board members
Jacob Fonnesbech Agraou (until 22 August 2022)	–	81,4202	–	220,000	+170 %	220,000	0	141,685	-36 %

¹ The Company was founded in 2019. For this reason, it is not possible to provide a figure for 2018.

² The remuneration relates to the period as of the appointment of the Supervisory Board in August 2019.

³ The remuneration in the 2019, 2020 and 2021 fiscal years contains a high proportion of third-party benefits. These mainly include benefits granted under an investment agreement concluded in connection with the Company's IPO (see the Company's securities prospectus dated 11 September 2019). These benefits were granted exclusively by the main shareholder or its affiliated companies and not by the Company.

⁴ The remuneration includes a lump-sum settlement payment of EUR 1,602,852 to settle all future claims arising from and in connection with the employment relationship.

Report of the Independent Auditor on the Formal Audit of the Remuneration Report pursuant to § 162 Abs. 3 AktG

To TeamViewer AG, Göppingen

Opinion

We have formally audited the remuneration report of the TeamViewer AG, Göppingen, for the financial year from 1 January to 31 December 2022 to determine whether the disclosures pursuant to § [Article] 162 Abs. [paragraphs] 1 and 2 AktG [Aktiengesetz: German Stock Corporation Act] have been made in the remuneration report. In accordance with § 162 Abs. 3 AktG, we have not audited the content of the remuneration report.

In our opinion, the information required by § 162 Abs. 1 and 2 AktG has been disclosed in all material respects in the accompanying remuneration report. Our opinion does not cover the content of the remuneration report.

Basis for the opinion

We conducted our formal audit of the remuneration report in accordance with § 162 Abs. 3 AktG and IDW [Institut der Wirtschaftsprüfer: Institute of Public Auditors in Germany] Auditing Standard: The formal audit of the remuneration report in accordance with § 162 Abs. 3 AktG (IDW AuS 870). Our responsibility under that provision and that standard is further described in the "Auditor's Responsibilities" section of our auditor's report. As an audit firm, we have complied with the requirements of the IDW Quality Assurance Standard: Requirements to quality control for audit firms [IDW Qualitätssicherungsstandard – IDW QS 1]. We have complied with the professional duties pursuant to the Professional Code for German Public Auditors and German Chartered Auditors [Berufssatzung für Wirtschaftsprüfer und vereidigte Buchprüfer – BS WP/vBP], including the requirements for independence.

Responsibility of the Management Board and the Supervisory Board

The management board and the supervisory board are responsible for the preparation of the remuneration report, including the related disclosures, that complies with the requirements of § 162 AktG. They are also responsible for such internal control as they determine is 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 objective is to obtain reasonable assurance about whether the information required by § 162 Abs. 1 and 2 AktG has been disclosed in all material respects in the remuneration report and to express an opinion thereon in an auditor's report.

We planned and performed our audit to determine, through comparison of the disclosures made in the remuneration report with the disclosures required by § 162 Abs. 1 and 2 AktG, the formal completeness of the remuneration report. In accordance with § 162 Abs 3 AktG, we have not audited the accuracy of the disclosures, the completeness of the content of the individual disclosures, or the appropriate presentation of the remuneration report.

Stuttgart, 8 March 2023

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft

Jürgen Schwehr ppa. Jens Rosenberger Wirtschaftsprüfer Wirtschaftsprüfer (German Public Auditor) (German Public Audito