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WashTec AG Remuneration Information 2026
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Remuneration Information
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Remuneration Report for Fiscal Year 2025
WashTec
Remuneration of members of the Management Board
Remuneration of members of the Supervisory Board
Comparative presentation
Independent auditor's report
Glossary
WashTec AG
Remuneration Report for Fiscal Year 2025
This Remuneration Report pursuant to Section 162 of the German Stock Corporation Act (Aktiengesetz/AktG) presents and explains the remuneration granted and owed in fiscal year 2025 to each incumbent and former member of the Management Board and of the Supervisory Board of WashTec AG. Detailed information on the Management Board and Supervisory Board remuneration systems, the remuneration report in accordance with German stock corporation law and the auditor's report in accordance with Section 162 (3) sentence 3 AktG are available in the Investor Relations section of the Company website at https://icwashtec.de/en/corporate-governance/, under "Remuneration of Board of Management and Supervisory Board."
The remuneration report for the preceding fiscal year 2024, prepared and audited in accordance with Section 162 AktG, was approved by resolution of the 2025 Annual General Meeting on May 13, 2025, with a majority of 78.2% of the votes cast. The Management Board and Supervisory Board have taken due account of that resolution in preparing the remuneration report for fiscal year 2025, which they have prepared using the same presentation as in the previous remuneration reports approved by the Annual General Meeting. The remuneration reports are also available on the Company website at https://icwashtec.de/en/corporate-governance/, under "Remuneration of Board of Management and Supervisory Board."
Due to rounding, individual figures in this report may not add up to the stated totals and percentages may not precisely correspond to the absolute figures they relate to.
1. Remuneration of members of the Management Board
1.1 Application of the remuneration system ... 3
1.2 Overview of the remuneration system applicable in 2025 and structure of Management Board remuneration ... 4
1.3 Total target remuneration ... 7
1.4 Remuneration in fiscal year 2025 ... 10
1.5 Maximum remuneration ... 13
1.6 Negative bonus and clawback arrangements ... 14
1.7 Peer group comparison ... 14
2. Remuneration of members of the Supervisory Board
2.1 Application of the remuneration system ... 15
2.2 Overview of the remuneration system applicable in fiscal year 2025 and structure of Supervisory Board remuneration ... 15
2.3 Remuneration in fiscal year 2025 ... 18
3. Comparative presentation of development in remuneration and financial performance ... 20
Independent auditor's report on the audit of the remuneration report in accordance with Section 162 (3) AktG ... 24
Glossary ... 26
Remuneration of members of the Management Board
Remuneration of members of the Supervisory Board
Comparative presentation
Independent auditor's report
Glossary
WashTec AG
1. Remuneration of members of the Management Board
1.1 Application of the remuneration system
The remuneration system for the members of the Management Board as resolved by the Supervisory Board of the Company on March 24, 2021 was approved by the Annual General Meeting of WashTec AG in accordance with Section 120a (1) AktG on May 18, 2021. In connection with the routine submission of the remuneration system to the annual general meeting, the Supervisory Board, taking into account the requirements in Section 87a (1) AktG, after detailed examination and consultation and at the recommendation of the Personnel and Nomination Committee, updated and revised the remuneration system and, on March 25, 2025, adopted the revised remuneration system for the members of the Management Board (Management Board remuneration system 2025). With regard to the recommendations of the German Corporate Governance Code, reference is made to the Declaration of Conformity published on the Company website at https://icwashtec.de/en/corporate-governance/, under "Declaration of Conformity."
In the opinion of the Supervisory Board, the structure and the main components of the previous remuneration system remain appropriate. The existing structure was therefore essentially retained in the Management Board remuneration system 2025 and supplemented with selective adjustments. Alongside editorial revisions and the updating of the content on the long-term variable remuneration with regard to the current Long Term Incentive Program (LTIP) 2024-2026 as part of the remuneration system, the main changes in the revised Management Board remuneration system 2025 are as follows:
With regard to the relative shares of remuneration components within total target remuneration, a slight adjustment has been made to the percentage ranges for the variable remuneration components. The maximum remuneration in accordance with Section 87a (1) sentence 2 no. 1 AktG under the previous remuneration system continues to apply in the 2025 remuneration system. Any severance payments on early termination of Management Board office or non-compete compensation payments for any post-contractual non-compete covenant are
subject to the provisions set out under heading B.7 of the remuneration system. In connection with the performance targets for short-term variable remuneration, it is clarified that the sustainability/ESG dimension covers operational or strategic targets relating to environmental, social and/or governance aspects. Furthermore, the provisions have been clarified and supplemented with regard to incidental benefits (in particular contingency-based incidental benefits in connection, for example, with the assumption of office) and to "remuneration-related transactions". The provision on temporary derogations from the remuneration system has been adjusted and supplemented.
The 2025 remuneration system (https://icwashtec.de/en/corporate-governance/ under "Remuneration of Board of Management and Supervisory Board") was approved by the 2025 Annual General Meeting in accordance with Section 120a (1) AktG and applies to all Management Board contracts whose term commences, or which are entered into or extended, after the Annual General Meeting on May 13, 2025. This relates to the Management Board contracts of Chief Financial Officer Andreas Pabst, who was reappointed with effect from October 1, 2025, and the Management Board service contract of Chief Sales Officer Sebastian Kutz, who was reappointed with effect from March 1, 2026. The remaining Management Board contracts of incumbent members of the Management Board also already comply with the 2025 remuneration system. For the purposes of long-term variable remuneration, the LTIP 2024-2026 for the Management Board was adopted effective January 1, 2024 and applies to all members of the Management Board.
A regular review by the Supervisory Board of the appropriateness and structure of the remuneration system is prepared by the Personnel and Nomination Committee. Where necessary, the Personnel and Nomination Committee submits to the Supervisory Board proposals for modifications, on which the Supervisory Board may then proceed to pass a resolution.
The remuneration system permits the Supervisory Board to temporarily derogate from the remuneration system if this is necessary to serve the long-term interests of the Company. Examples of reasons for such derogations include exceptional changes in the economic situation
Remuneration of members of the Management Board
Remuneration of members of the Supervisory Board
Comparative presentation
Independent auditor's report
Glossary
WashTec AG
or in the corporate strategy, special requirements in connection with the appointment of Management Board members, or legal requirements. Based on the 2025 remuneration system approved by the Annual General Meeting on May 13, 2025, there are no derogations from the Management Board remuneration system 2025.
1.2 Overview of the remuneration system applicable in 2025 and structure of Management Board remuneration
In the opinion of the Supervisory Board, the Company's remuneration system is geared to promoting the corporate strategy and the long-term development of the Company and its affiliates. This is achieved among other things by means of a simple and clear incentive structure in Management Board remuneration. The remuneration system and the uniform remuneration structure for all Management Board functions are designed to prevent inappropriate incentives, both from outside and from within the Company. In particular, they aim to prevent Management Board decision-making that is calculated to maximize remuneration in the short term but is not conducive to the long-term success of the business.
In the opinion of the Supervisory Board, the structure of the remuneration system takes into account the challenging responsibilities incumbent on Management Board members for implementing the Group strategy and leading a globally operating company with innovative, digital and flexible solutions in the face of global competition. At the same time, Management Board remuneration is intended to be in line with the market and be competitive so that the Company is able to attract capable and dynamic executive talent. Within specified bounds, the remuneration system is therefore also intended to give the Supervisory Board the latitude to respond flexibly to a changing market and competitive environment. The incentives are intended to be structured in a clear and comprehensible manner, not only for shareholders, but also of course most of all for the members of the Management Board and for employees whose bonus systems are based on targets.
Remuneration for the Management Board of WashTec AG consists of non-performance-based (fixed) and performance-based (variable) remuneration components. The non-performance-based remuneration components comprise the basic annual salary (fixed remuneration) and incidental benefits. Performance-based remuneration consists of short-term variable remuneration and long-term variable remuneration. The variable remuneration components are calculated in essentially the same way for all members of the Management Board. In addition, the decision may be made to award an exceptional performance bonus. No retirement provision is granted to members of the Management Board. The remuneration system also provides for benefits in connection with the termination of Management Board office. Any severance payments agreed in the event of early termination of Management Board office other than for cause warranting termination of the Management Board contract may not exceed the remuneration entitlements for the remaining term of the contract and must be limited to a maximum of two years' remuneration (severance cap). In the event of death of a member of the Management Board during the term of their Management Board contract where the Management Board member is married, is in a registered life partnership under the German Act on Registered Life Partnerships (LPartG) or at the time of death is in an equivalent union within the meaning of section 20 of Book XII of the German Social Code (SGB XII), then their spouse, life partner or equivalent partner is entitled to receive the fixed annual salary for the month of the death and the following six months, or up to the end of the contract term, whichever is earlier. This entitlement is heritable. Where members of the Management Board (for Mr. Pabst, only with the Management board contract from October 1, 2025) are subject to a post-contractual non-compete covenant, they are entitled to remuneration amounting to 50% of the monthly pro rata portion of their fixed annual salary (compensation) for the duration of the non-compete covenant. Severance payments are taken into account against the non-competition compensation.
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Remuneration of members of the Management Board
Remuneration of members of the Supervisory Board
Comparative presentation
Independent auditor's report
Glossary
Wash Tec AG
The non-performance-based remuneration (fixed remuneration) consists of fixed remuneration and incidental benefits. The fixed salary is paid retroactively at the end of each month in twelve equal monthly installments with retention of statutory deductions. Incidental benefits generally include insurance premiums or allowances for insurance, company cars with private use and reimbursement of, for example, the cost of preventive medical checkups, and similar cash and non-cash benefits.
The performance-based remuneration (variable remuneration) comprises short-term and long-term components tied to the achievement of various targets to be set by the Supervisory Board.
The short-term variable remuneration (annual management-by-objectives (MBO) award) is based on Company targets and individual performance targets. In fiscal year 2025, Company targets and individual performance targets were weighted 60%:40% in the annual MBO award. The Company targets are based on strategic, financial and/or operational targets such as EBIT, free cash flow, consolidated revenue or another key performance indicator. The individual performance targets for each Management Board position comprise operational or strategic targets, including non-financial targets, primarily from the areas of product innovation, sustainability/ESG, process optimization, digitalization and customer benefit. The sustainability/ESG dimension covers operational or strategic targets relating to environmental, social and/or governance aspects. The specific targets and their respective weightings within the short-term variable remuneration (annual MBO award) are set by the Supervisory Board in the annual target agreement.
For the short-term variable remuneration, an amount corresponding to 100% target achievement (target amount) is individually agreed with each Management Board member. The short-term variable remuneration may be reduced to as little as 0% of the agreed amount if the Company targets are not met and increased to up to 118% of the agreed target amount if they are exceeded. The payout amount for short-term variable remuneration is therefore capped at 130% of the target amount for the Company targets and 100% of the target amount
for the individual performance targets. If a Management Board member is appointed part-way through the year, the short-term variable remuneration may be granted in the first year of service pro rata temporis from the commencement of service.
Short-term variable remuneration for one fiscal year
| Target achievement | |||
|---|---|---|---|
| Performance criterion | Weighting | Minimum | Maximum |
| Company targets | 60% | 0% | 130% |
| Individual performance targets | 40% | 0% | 100% |
| Short-term variable remuneration | 100% | 0% | 118% |
Target achievement for short-term variable remuneration is determined after approval of the consolidated financial statements for the respective fiscal year. The short-term variable remuneration falls due for payment in cash together with the next monthly salary payment.
The Company's long-term development is promoted in particular by supplementing the short-term variable remuneration with an additional variable remuneration component comprising long-term variable remuneration in the form of a Long Term Incentive Program (LTIP) with a one-time cash award. The program has a three-year term (the incentive period). Target achievement is determined at the end of the incentive period. If the targets are met, payment is made in the fiscal year following adoption of the annual financial statements for the relevant year (the due date). The LTIP 2024-2026 applicable in the reporting period has an incentive period from January 1, 2024 to December 31, 2026 and was adopted by resolution of the Supervisory Board on March 4, 2024.
The LTIP includes a non-personal-investment component, under which a Management Board member can obtain a maximum cash award, at 100% target achievement, of 100% of their respective short-term variable annual target remuneration for each year of the LTIP.
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Remuneration of members of the Management Board
Remuneration of members of the Supervisory Board
Comparative presentation
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Glossary
Wash Tec AG
An additional personal investment component provides a Management Board member with the opportunity to increase – up to a maximum of double (cash award multiplier equal to 2) – their cash award under the non-personal-investment component by personal investment in WashTec AG shares. Doubling the cash award requires a personal investment in the amount of 100% of the 2024 short-term variable target annual remuneration in euros by a specified cut-off date. If the personal investment is lower, the personal investment component is proportionately smaller (cash award multiplier less than 2). Personal investment for the purposes of LTIP 2024-2026 means (euro) amounts invested in shares in the Company held personally by the Management Board member on the June 30, 2026 cut-off date. This includes any shares that the Management Board member acquired under previous LTIP programs and still holds. If a Management Board member is appointed after the start of the incentive period, the rule for the personal investment in shares of the Company required to double the entitlement under the non-personal-investment component is that the Management Board member must make a personal investment amounting to 100% of the variable target income in euros for the year in which the Management Board member takes office. A personal investment for the purposes of this program means (euro) amounts, amounting to up to 100% of the variable target income for the year in which the Management Board member takes office, invested in shares in the Company held personally by the Management Board member on June 30, 2026 (the cut-off date).
LTIP 2024-2026 is aligned to the long-term nature of the corporate strategy and the Company's sustainable development with the three performance targets return on capital employed (ROCE), total shareholder return (TSR) and revenue growth (revenue compound annual growth rate/revenue CAGR). Subject to certain requirements and on a case-by-case basis, one-off items may be neutralized in the calculation of the profit figure relevant to the ROCE target.
Long-term variable remuneration (LTIP) for the three-year incentive period 2024-2026
| Component I without personal investment | Component II with personal investment | ||||||
|---|---|---|---|---|---|---|---|
| ROCE¹ | TSR² | Revenue CAGR³ | Total target amount | Personal investment amount | Cash award multiplier on component I | ||
| Weighting | 40% | 20% | 40% | 3 x annual short-term variable target remuneration | No personal investment | - | |
| Target achievement | < 81% | 0% | 0% | 0% | |||
| 81%–99% | 5%–95% | 5%–95% | 5%–95% | Maximum personal investment in the amount of 100% of short-term variable target | x2 | ||
| 100% | 100% | 100% | 100% | x2 |
¹ Average return on capital employed (ROCE) of more than 26% during the incentive period (ROCE target)
² At least 75% total shareholder return (TSR) before taxes (TSR target)
³ Revenue CAGR of more than 6% during the incentive period (revenue growth target)
All three performance targets must each reach the minimum threshold of 81% set by the Supervisory Board in order to count. The Supervisory Board determines the degree of target achievement for each target at the end of the incentive period. If all three targets are fully met or exceeded, the cash award reaches its maximum amount and 100% is paid out. If target achievement on either target is less than 100% but at least equal to the threshold, proportionately less is paid out for that target for each percentage point below 100%. If target achieve
Remuneration of members of the Management Board
Remuneration of members of the Supervisory Board
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Glossary
Wash Tec AG
ment on either target is less than the threshold, there is no payout for the target concerned. If target achievement on all three performance targets is not at least equal to the threshold, no cash award is paid. The ROCE target has a weighting of 40%, the TSR target has a weighting of 20% and the revenue growth target has a weighting of 40% in determination of the cash award.
Payment of the LTIP 2024-2026 cash award falls due on the date on which the Supervisory Board adopts the 2026 annual financial statements (payout date).
Management Board members are only entitled to the full cash award if they have been members of the Management Board without interruption for the duration of the incentive period. Management Board members who make use of the personal investment component are only entitled to a cash award for the personal investment component if they continue to hold at least the number of shares invested at the cut-off date (June 30, 2026) through to the end of the incentive period. Any LTIP cash award entitlement lapses if the Management Board contract terminates before the regular contractual term. The cash award is paid pro rata temporis in the event that the regular term of appointment or of the Management Board contract has begun after the start or been terminated before the end of the incentive period or in the event of death or permanent incapacity to work due to invalidity.
In addition, if the Management Board member makes use of the personal investment component, payment is subject to the resolutive condition that one-sixth of the cash award under the LTIP with personal investment is reinvested in shares in the Company by the Management Board member within three months of the cash award falling due and that the Management Board member remains invested with that quantity of shares for at least three years after acquiring them. There are exemptions to the reinvestment requirement and the holding period
in the event of the Management Board member leaving office and in the event of death or permanent incapacity to work due to invalidity.
Under the remuneration system, the performance targets may be replaced or supplemented in future programs with other targets according to the strategic assessment at the time. The fact that the long-term variable remuneration (LTIP) – when use is made of the personal investment component – is overweighted relative to the short-term variable remuneration aligns the remuneration structure with the sustainable development and long-term growth in the value of the company.
Additionally, in exceptional cases, the Supervisory Board may at its due discretion decide an exceptional performance bonus for individual or all members of the Management Board.
1.3 Total target remuneration
For Management Board contracts entered into on the basis of the remuneration system approved by the Annual General Meeting, and within maximum remuneration limits set by the Annual General Meeting, the Supervisory Board determines total target remuneration for each Management Board member at the beginning of the fiscal year, comprising fixed remuneration, incidental benefits and target amounts for the short-term and long-term variable remuneration assuming 100% target achievement.
The remuneration system enables the Supervisory Board to take into account the function and responsibilities of each individual Management Board member when setting the total target remuneration. At the Supervisory Board's due discretion, function-specific variation is permissible to take account of criteria such as experience, length of Management Board service and Management Board role. The actual percentages therefore vary according to function and as a result of any adjustments made in regular remuneration reviews.
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Remuneration of members of the Management Board
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WashTec AG
Under the remuneration system approved by the Annual General Meeting, any exceptional performance bonus granted in individual instances is structured in such a way that the long-term variable remuneration continues to exceed the percentage accounted for by the short-term variable remuneration.
In determining the total target remuneration for fiscal year 2025, the Supervisory Board took into account the LTIP pro rata for the year with the portion of the target amount relating to 2025 and the maximum permissible personal investment. Total target remuneration for the Management Board for fiscal year 2025 as determined by the Supervisory Board for the incumbent members of the Management Board is as follows:
| Management Board member | Non-performance-based remuneration components (fixed remuneration) | Performance-based remuneration components (variable remuneration) | Total target remuneration | Ratio of the individual remuneration components to total target remuneration | |||||
|---|---|---|---|---|---|---|---|---|---|
| Fixed remuneration | Incidental benefits¹ | Short-term variable remuneration | Long-term variable remuneration (LTIP)² | Fixed remuneration | Incidental benefits | Short-term variable remuneration | Long-term variable remuneration (LTIP) | ||
| Michael Drolshagen | €550,000 | €68,421 | €250,000 | €500,000 | €1,368,421 | 40% | 5% | 18% | 37% |
| Sebastian Kutz | €300,000 | €44,211 | €180,000 | €360,000 | €884,211 | 34% | 5% | 20% | 41% |
| Andreas Pabst | €325,000 | €46,118 | €183,750 | €367,500 | €922,368 | 35% | 5% | 20% | 40% |
| Total | €1,175,000 | €158,750 | €613,750 | €1,227,500 | €3,175,000 | 37% | 5% | 19% | 39% |
¹ The Management Board is granted incidental benefits of up to approximately 5% of the total target remuneration. This figure given here also corresponds to the maximum amount.
² LTIP 2024 - 2026 is taken into account on a pro rata basis for the year with the portion of the target amount relating to 2025 and the maximum permissible personal investment.
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Remuneration of members of the Management Board
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WashTec AG
The long-term variable remuneration (LTIP) is owed at the end of the incentive period on December 31, 2026 if and to the extent that the underlying performance targets for the three-year incentive period (2024-2026) have been met. If the performance targets are met, the determination of target achievement and payment of the LTIP take place in the fiscal year following the end of the incentive period.
The table below shows the LTIP target amounts for the three-year incentive period January 1, 2024 to December 31, 2026 and the portion of the target amount relating to 2025, at 100% achievement of the performance targets:
| Management Board member | Performance criterion | Weighting | Portion of target amount relating to 2025 (at 100% target achievement) | Expected target amount for the three-year incentive period (at 100% target achievement)¹ |
|---|---|---|---|---|
| Michael Drolshagen² | Return on capital employed (ROCK) | 40% | €100,000 | €266,667 |
| Total shareholder return (TSR) | 20% | €50,000 | €133,333 | |
| Revenue growth target (revenue CAGR) | 40% | €100,000 | €266,667 | |
| Component I without personal investment | 100% | €250,000 | €666,667 | |
| Component II with personal investment | Double of component I | €250,000 | €666,667 | |
| LTIP total | €500,000 | €1,333,333 | ||
| Sebastian Kutz | Return on capital employed (ROCK) | 40% | €72,000 | €221,000 |
| Total shareholder return (TSR) | 20% | €36,000 | €110,500 | |
| Revenue growth target (revenue CAGR) | 40% | €72,000 | €221,000 | |
| Component I without personal investment | 100% | €180,000 | €552,500 | |
| Component II with personal investment | Double of component I | €180,000 | €552,500 | |
| LTIP total | €360,000 | €1,105,000 | ||
| Andreas Pabst | Return on capital employed (ROCK) | 40% | €73,500 | €223,500 |
| Total shareholder return (TSR) | 20% | €36,750 | €111,750 | |
| Revenue growth target (revenue CAGR) | 40% | €73,500 | €223,500 | |
| Component I without personal investment | 100% | €183,750 | €558,750 | |
| Component II with personal investment | Double of component I | €183,750 | €558,750 | |
| LTIP total | €367,500 | €1,117,500 |
¹ As of December 31, 2025
² Michael Drolshagen was appointed to the Management Board effective May 1, 2024; the figures therefore relate to the period from May 1, 2024 to December 31, 2026, inclusive. Any cash award for Michael Drolshagen will be granted pro rata temporis, as the regular term of his Management Board appointment began after the start of the incentive period.
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The LTIP with the incentive period January 1, 2024 to December 31, 2026 described in section 1.2 comprises a non-personal-investment component and an additional personal investment component. If the Management Board member makes use of the personal investment component, payment is subject to the resolutive condition that one-sixth of the gross cash award under the LTIP with personal investment is reinvested in shares in the Company by the Management Board member within three months of the cash award falling due and that the Management Board member remains invested with that quantity of shares for at least three years after acquiring them. The reinvestment is accounted for as equity-settled share-based payment. The grant date fair value is measured in accordance with IFRS 2. The reinvestment target amounts shown in the table below are part of the total target amount of long-term variable remuneration (LTIP).
| Management Board member | Expected target amounts of long-term variable remuneration (LTIP) for the three-year incentive period 2024–2026 (at 100% target achievement)¹ | |||
|---|---|---|---|---|
| Component I without personal investment | Component II with personal investment | Long-term variable remuneration (LTIP) | Of which reinvestment | |
| Michael Drolshagen² | €666,667 | €666,667 | €1,333,333 | €111,111 |
| Sebastian Kutz | €552,500 | €552,500 | €1,105,000 | €92,083 |
| Andreas Pabst | €558,750 | €558,750 | €1,117,500 | €93,125 |
| Total | €1,777,917 | €1,777,917 | €3,555,833 | €296,319 |
¹ As of December 31, 2025
² Michael Drolshagen was appointed to the Management Board effective May 1, 2024; the figures therefore relate to the period from May 1, 2024 to December 31, 2026, inclusive.
1.4 Remuneration in fiscal year 2025
The table below shows remuneration granted and owed in fiscal year 2025. It is assumed for this purpose that the disclosure of remuneration pursuant to Section 162 (1) sentence 2 no. 1 AktG in the Remuneration Report is made for the fiscal year in which performance of the (one-year or multiple-year) service on which the remuneration is based was completed. Short-term variable remuneration is therefore included in “remuneration granted” as performance of the service on which it is based was completed by the respective reporting date. Cash award pay-out amounts are therefore stated for each reporting year even if payment is not made until after the end of the reporting year. In the opinion of the Supervisory Board, this ensures transparent and comprehensible reporting and maintains the link between performance and remuneration in the reporting period.
During the incentive period, on the other hand, the LTIP does not constitute remuneration “granted” or “owed” as the cash award depends on achievement of the specified performance targets at the end of the incentive period. At the end of the incentive period on December 31, 2026, any remuneration under LTIP 2024–2026 will be disclosed, as specified above, in the remuneration report pursuant to Section 162 AktG for fiscal year 2026.
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Remuneration granted and owed to members of the Management Board incumbent in fiscal year:
| Management Board member | Non-performance-based remuneration components (fixed remuneration) | Performance-based remuneration components (variable remuneration) | Other | Total remuneration granted and owed | Ratio of fixed and variable remuneration to total remuneration granted and owed | Other | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fixed remuneration | Incidental benefits | Short-term variable remuneration | Long-term variable remuneration (LTH)¹ | Fixed remuneration | Short-term variable remuneration | Long-term variable remuneration (LTH)¹ | ||||
| Michael Drolshagen | €550,000 | €20,000 | €197,042 | - | - | €767,042 | 74% | 26% | - | - |
| Sebastian Kutz | €300,000 | €10,000 | €141,870 | - | - | €451,870 | 69% | 31% | - | - |
| Andreas Pabst | €325,000 | €19,000 | €172,388 | - | - | €516,388 | 67% | 33% | - | - |
| Total | €1,175,000 | €49,000 | €511,300 | - | - | €1,735,300 | 71% | 29% | - | - |
¹ LTH with incentive period 2024-2026
The remuneration granted and owed in fiscal year 2025 complies with the requirements of the 2025 remuneration system.
Fulfillment of performance criteria for short-term variable remuneration in fiscal year 2025:
| Management Board member | Performance criterion | Weighting | Target amount (at 100% target achievement) | Actual target achievement | Cash award |
|---|---|---|---|---|---|
| Michael Drolshagen | Company targets | 60% | €150,000 | 98.0% | €147,042 |
| Individual performance targets | 40% | €100,000 | 50.0% | €50,000 | |
| Sebastian Kutz | Company targets | 60% | €108,000 | 98.0% | €105,870 |
| Individual performance targets | 40% | €72,000 | 50.0% | €36,000 | |
| Andreas Pabst | Company targets | 60% | €110,250 | 98.0% | €108,076 |
| Individual performance targets | 40% | €73,500 | 87.5% | €64,313 |
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The Supervisory Board set revenue and EBIT as the Company targets relevant to remuneration for fiscal year 2025. These are equally weighted in the assessment of the Company targets. The individual performance targets are mainly targets for installation and manufacturing process optimization, for the intensification of sales activities (including bundled performance and service plans) and for optimizing the Group management and key performance indicator system.
In fiscal year 2025, the WashTec Group generated revenue of €498,618k, an increase of 4.6% on the prior year. EBIT increased by 7.5% to €48,915k. Target achievement on the Company targets for fiscal year 2025 relevant to the remuneration report amounted to 98%, with both the revenue and the EBIT target met at around 98%.
Development of long-term variable remuneration performance targets (LTIP 2024–2026):
The three performance targets set by the Supervisory Board for the LTIP are average ROCE of more than 26% during the incentive period (ROCE target), a pre-tax TSR of at least 75% (TSR target) and revenue CAGR of more than 6% (revenue growth target).
By making use of the additional personal investment component of the LTIP, a Management Board member has the opportunity to increase – up to a maximum of double (cash award multiplier equal to 2) – their cash award under the non-personal-investment component by personal investment in WashTec AG shares in the amount of 100% of the short-term variable target remuneration for 2024. If a Management Board member is appointed after the start of the incentive period, the rule for the personal investment in shares of the Company required to double the entitlement under the non-personal investment LTIP component is that the Management Board member must make a personal investment amounting to 100% of the variable target income in euros for the year in which the Management Board member takes office.
The personal investment can be made up to or including June 30, 2026. The Management Board's personal investment was as follows as of December 31, 2025:
| Management Board member | Personal investment made | Maximum personal investment | Personal investment made¹ |
|---|---|---|---|
| Michael Drolshagen | €248,842 | €250,000 | 99.5% |
| Sebastian Kutz | €214,556 | €180,000 | 119.2% |
| Andreas Pabst | €153,098 | €180,000 | 85.1% |
¹ This is capped at 100% of the personal investment made, so that the non-personal-investment component can at most be doubled (cash award multiplier of 2).
After the second year of the three-year incentive period, the performance targets have developed as follows: ROCE reached 24.8% as of December 31, 2025 (prior year: 23.6%). TSR for fiscal year 2025 is 23.2% (prior year: 33.8%). Revenue increased by 4.6% compared to the prior year (prior year: decrease of 2.6%).
As the Supervisory Board determines target achievement in 2026 at the end of the incentive period, the LTIP currently constitutes remuneration awarded. If the targets are met, the LTIP in this report will constitute remuneration granted in the third year of the incentive period.
Reinvestment by the Management Board under LTIP 2021–2023:
With regard to the personal investment LTIP component, payment of the personal investment component was subject to the resolutive condition that one-sixth of the cash award under the LTIP with personal investment be reinvested in shares in the Company by the Management Board member within three months of the cash award falling due and that the Management Board member remained invested with that quantity of shares for at least three years after acquiring them. The reinvestment under LTIP 2021–2023 therefore had to be made by June 25, 2024. There are exemptions to the reinvestment requirement and the holding period in the event of the Management Board member leaving office and in the event of death or permanent incapacity to work due to invalidity.
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WashTec AG
Reinvestment by the Management Board under LTIP 2021-2023 was as follows at the end of the reinvestment period (June 25, 2024) and as of December 31, 2025:
| Management Board member | Number of shares | Reinvestment made | Reinvestment required |
|---|---|---|---|
| Sebastian Kutz | 387 | €15,750 | €15,750 |
| Andreas Pabst | 413 | €16,538 | €16,538 |
Remuneration granted and owed to former members of the Management Board (Section 162 (1) and (2) AktG):
Former Management Board member Stephan Weber was granted non-competition compensation of €150k in fiscal year 2025.
1.5 Maximum remuneration
As part of the remuneration system approved by the Annual General Meeting, the Supervisory Board has, in accordance with Section 87a (1) sentence 2 no. 1 AktG, set a maximum amount for the total of all remuneration components for members of the Management Board, including incidental benefits ("maximum remuneration"). This maximum remuneration relates in each case to the total of all payments that could theoretically result from the remuneration arrangements for one fiscal year. The maximum remuneration is €2,000,000 for the Chief Executive Officer and €1,500,000 for the ordinary Management Board members (taking into account the LTIP pro rata for the year at the maximum permissible personal investment). Any severance payments on early termination of Management Board office or non-compete compensation payments for any post-contractual non-compete covenant are not included in the above-mentioned maximum remuneration.
Remuneration under LTIP 2024-2026 is not paid out until after the end of the incentive period. Consequently, the total amount of the payments for fiscal year 2025 will not be finally known until the end of fiscal year 2026. Therefore, compliance with the maximum remuneration for the financial years 2024-2026 is to be reported in the 2026 remuneration report. Notwithstanding this, the maximum remuneration for 2025 under the remuneration system adopted by the Annual General Meeting will not be exceeded on the basis of the pro rata LTIP target amount for the year and the maximum permissible personal investment for each member of the Management Board. Please refer to section 1.3 for total target remuneration and to section 1.4 for remuneration granted and owed in fiscal year 2025.
Remuneration granted and owed in fiscal year 2025 and maximum remuneration as specified in the remuneration system approved by the Annual General Meeting:
| Management Board member | Non-performance-based remuneration components (fixed remuneration) | Performance-based variable remuneration components (variable remuneration) | Other | Total remuneration granted and owed | Maximum remuneration for one fiscal year in accordance with the remuneration system | ||
|---|---|---|---|---|---|---|---|
| Fixed remuneration | Incidental benefits | Short-term variable remuneration | Long-term variable remuneration (LTIP)¹ | ||||
| Michael Drolshagen | €550,000 | €20,000 | €197,042 | - | - | €767,042 | €2,000,000 |
| Sebastian Kutz | €300,000 | €10,000 | €141,870 | - | - | €451,870 | €1,500,000 |
| Andreas Pabst | €325,000 | €19,000 | €172,388 | - | - | €516,388 | €1,500,000 |
| Total | €1,175,000 | €49,000 | €511,300 | - | - | €1,735,300 | €5,000,000 |
¹ LTIP with incentive period 2024-2026
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1.6 Negative bonus and clawback arrangements
Negative bonus/clawback arrangements are implemented in the Management Board contracts and the LTIP conditions. Under these arrangements, a serious breach of duty by a Management Board member during the incentive period can result in a total or partial reduction in the LTIP payout amount. Amounts already paid out under the LTIP may be clawed back for up to one year after the end of the incentive period. The Supervisory Board decides on any reduction or clawback at its due discretion. Management Board contracts include a corresponding stipulation for the annual MBO awards. The Supervisory Board did not determine any circumstances in fiscal year 2025 to which the above-mentioned negative bonus or clawback arrangements apply and did not make use of the possibility of reducing or reclaiming variable remuneration.
1.7 Peer group comparison
In order to assess whether the specific total remuneration of Management Board members is appropriate and in line with usual levels compared to other enterprises, the Supervisory Board selects a peer group of other third-party entities that is suitable with regard to the WashTec Group's market position (see Recommendation G.3 of the German Corporate Governance Code as amended April 28, 2022). The peer group comparison is a horizontal benchmarking assessment to ensure that Management Board remuneration is appropriate and in line with usual levels.
The peer group comprises companies that are comparable with the WashTec Group in terms of being listed in the sDAX index or Frankfurt Stock Exchange Prime Standard, mechanical engineering sector classification, international activities, revenue and size of workforce.
Benchmarking is performed on the basis of fixed and variable remuneration components excluding pension expenses (this is not identical with remuneration received).
The benchmarking is applied in relation to both the absolute amount of Management Board remuneration and the development of Management Board remuneration relative to revenue and personnel expenses at peer entities.
The peer group has been adjusted relative to the prior year to reflect changes in the composition of the sDAX and the Prime Standard. The following companies meet the specified characteristics and were used as peers for the peer group comparison:
- GESCO SE
- MAX Automation SE
- Friedrich Vorwerk Group SE
- Aumann AG
- R. Stahl AG
The peer group comparison showed that Management Board remuneration at WashTec AG is appropriate and in line with usual levels in relation to both the absolute amount and the development of Management Board remuneration relative to revenue and personnel expenses.
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2. Remuneration of members of the Supervisory Board
2.1 Application of the remuneration system
Under Section 113 (3) AktG, the annual general meeting of a listed company must adopt a resolution on the remuneration of supervisory board members at least every four years and when changes to the remuneration rules are proposed. The resolution relates both to the system of remuneration for Supervisory Board members presented to the Annual General Meeting and to the setting of the remuneration for members of the Supervisory Board.
The 2025 Annual General Meeting approved the revised Section 8.16 of the Articles of Association of WashTec AG and the underlying remuneration system for the members of the Supervisory Board of WashTec AG (Supervisory Board remuneration system 2025) on May 13, 2025. The provisions of the revised Section 8.16 of the Articles of Association apply with effect from January 1, 2025. Furthermore, the 2025 Annual General Meeting adopted the Long Term Incentive Program for the Supervisory Board 2025-2027 (hereinafter LTIP 2025-2027) for the period January 1, 2025 to December 31, 2027 (https://ir.washtec.de/en/corporate-governance/ under "Remuneration of Board of Management and Supervisory Board").
The remuneration system for the Supervisory Board was applied in full in fiscal year 2025 in the form resolved by the Annual General Meeting.
2.2 Overview of the remuneration system applicable in fiscal year 2025 and structure of Supervisory Board remuneration
The remuneration of members of the Supervisory Board is required, in the opinion of the Company, to be commensurate with the responsibilities and tasks of Supervisory Board members and the situation of WashTec. At the same time, Supervisory Board remuneration is intended to be appropriate and fit for purpose with a view to competing for suitable candidates for future appointments to the Supervisory Board.
As recommended in the German Corporate Governance Code, remuneration for Supervisory Board membership takes account, with commensurate function-related remuneration, of the larger time commitment of the Chairperson and the Deputy Chairperson of the Supervisory Board and of the chairpersons and the members of committees. In addition, with a view of the Supervisory Board's supervisory and advisory responsibilities, the Supervisory Board's remuneration is intended to contribute to the successful implementation of the business strategy and to the Company's long-term success.
In the opinion of the Company, the long-term sustainable development of the Company under the corporate strategy is also taken into account in the performance targets set for the long-term variable remuneration in the form of an LTIP with a three-year term.
Under Section 8.16 of the Articles of Association, the remuneration of members of the Supervisory Board comprises fixed remuneration and attendance fees, together with reimbursement of expenses and of any statutory value added tax payable on Supervisory Board remuneration. The remuneration system also provides for a long-term variable remuneration component in the form of an LTIP for the Supervisory Board, which is provided in addition to the remuneration under the Articles of Association. The LTIP for the Supervisory Board was adopted by resolution of the Annual General Meeting in 2025 with a term from January 1, 2025 to December 31, 2027.
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The remuneration arrangements applicable in fiscal year 2025 under Section 8.16 of the Articles of Association read as follows:
"Beginning in fiscal year 2025 and for subsequent fiscal years, in addition to reimbursement for expenses, each member of the Supervisory Board is paid fixed remuneration in the amount of EUR 60,000.00 for each full fiscal year of membership of the Supervisory Board. The fixed remuneration is EUR 105,000.00 for the Deputy Chairperson of the Supervisory Board and EUR 150,000.00 for the Chairperson of the Supervisory Board.
Each member of a committee (with the exception of the Audit Committee) receives additional fixed remuneration of EUR 5,000.00 for each full fiscal year of membership of the committee. For the chairperson of a committee (with the exception of the Audit Committee), the additional fixed remuneration is EUR 10,000.00. Each member of the Audit Committee receives additional fixed remuneration of EUR 10,000.00 for each full fiscal year of membership of the Audit Committee. The additional fixed remuneration for the chairperson of the Audit Committee is EUR 40,000.00.
In addition, each member of the Supervisory Board receives an attendance fee of EUR 1,000.00 for each meeting of the Supervisory Board and its committees that they attend. Meeting attendance is also deemed to include attendance at a meeting held by telephone, video conference or other common means of telecommunication, or meeting attendance by telephone, video conference or other common means of telecommunication. The attendance fee for the Chairperson of the Supervisory Board and the chairperson of a committee is to amount to EUR 2,000.00. Only one attendance fee is paid for multiple meetings held on a single day; in the case of differing amounts, the higher amount applies.
The fixed remuneration and the attendance fee are payable following completion of the fiscal year.
Total annual remuneration under the Articles of Association (fixed remuneration plus attendance fees) under the above paragraphs is limited to a maximum of EUR 90,000.00 for an ordinary member of the Supervisory Board, EUR 120,000.00 for the Chairperson of the Audit Committee, EUR 150,000.00 for the Deputy Chairperson of the Supervisory Board and EUR 200,000.00 for the Chairperson of the Supervisory Board. If the roles overlap, the higher limit applies.
Supervisory Board members who belong to the Supervisory Board or to a Supervisory Board committee, or hold a chairpersonship, for only part of the fiscal year receive the fixed remuneration in accordance with the Articles of Association pro rata temporis, with the limitation according to the preceding paragraph also applying pro rata temporis.
In addition to the remuneration provided for in the Articles of Association in accordance with the preceding paragraphs, the Company, upon presentation of a corresponding invoice, reimburses each member of the Supervisory Board for any statutory value added tax payable on his or her Supervisory Board remuneration.
Furthermore, the members of the Supervisory Board can be included in any directors and officers liability insurance that the Company, in the interests of the Company, may take out in an appropriate amount. The premiums are paid by the Company.
The General Meeting may resolve to establish one or more long-term variable remuneration components for the Supervisory Board that are added to the remuneration under the Articles of Association.
The provisions of this Section 8.16 of the Articles of Association apply with effect from January 1, 2025."
The Long Term Incentive Program 2025-2027 (LTIP 2025-2027) for the Supervisory Board was adopted by resolution of the Annual General Meeting in 2025 with a term from January 1, 2025 to December 31, 2027.
LTIP 2025-2027 for the Supervisory Board has a three-year term (incentive period) and provides for a one-time cash award at the end of the incentive period. According to the program, the LTIP is subject to the condition that a Supervisory Board member has made a personal investment of at least 2,000 WashTec shares by the investment cut-off date (August 13, 2025)
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and holds them until the end of the incentive period. A Supervisory Board member can also participate in LTIP 2025-2027 with shares already purchased by the member prior to the Company's Annual General Meeting at which LTIP 2025-2027 was adopted. In this case, invested shares may also include shares that a Supervisory Board member acquired and still holds under earlier LTIps for the Supervisory Board, namely LTIP 2015-2018, LTIP 2019-2021 or LTIP 2022-2024.
The amount of the cash award under LTIP 2025 - 2027 depends on the development of earnings per share (EPS) during the three-year incentive period and on ROCE in fiscal year 2027. These assessment criteria in LTIP 2025 - 2027 are intended to be geared to long-term performance and sustainability under the corporate strategy. The cash award under LTIP 2025 - 2027 is calculated by multiplying the EPS delta, which is determined on the basis of the EPS performance 2025 - 2027, by the EPS factor of 1,000 and the ROCE factor, which is based on ROCE in fiscal year 2027.
Cash award under LTIP 2025-2027 (in euros) = EPS delta x EPS factor x ROCE factor
The cash award for any one Supervisory Board member under LTIP 2025-2027 is capped at €300,000 (payout cap).
The EPS delta during the three-year incentive period ("EPS performance 2025-2027") is determined as follows. EPS performance is calculated on the basis of EPS for fiscal year 2024 as of December 31, 2024. For each fiscal year of the incentive period, the development of EPS is determined by subtracting EPS for fiscal year 2024 from EPS as of December 31 of the fiscal year concerned (2025, 2026 and 2027). EPS performance 2025-2027 is then calculated by adding the three EPS figures for the three fiscal years of the incentive period.
EPS performance 2025-2027 = (EPS 2025-EPS 2024) + (EPS 2026-EPS 2024) + (EPS 2027-EPS 2024)
Based on EPS performance 2025-2027, the EPS delta is calculated as follows: One (1) eurocent EPS performance 2025-2027 corresponds to one (1) basis point EPS delta.
Depending on actual EPS performance, the EPS figures for the various fiscal years of the incentive period can also be zero or negative, as can the figure for EPS performance 2025-2027. If EPS performance 2025-2027 is zero or negative, no cash award is paid out.
Depending on ROCE in fiscal year 2027, the ROCE factor can result in the LTIP cash award being increased or reduced (potentially to zero). If ROCE is 23.5% or less, the ROCE factor is 0 (floor) and no bonus is paid. At ROCE between 23.5% and 33.0%, the ROCE factor increases on a straight-line basis, with the ROCE factor rounded to two decimal places using conventional rounding. If ROCE is greater or equal to 33.0%, the ROCE factor is 1.5, at which level it is capped and does not increase further.
The cash award is paid out on the day following the Annual General Meeting in fiscal year 2028. A participating Supervisory Board member is generally only entitled to the full cash award if he or she has been a member of the Supervisory Board continuously from the beginning to the end of the incentive period.
Entitlement to payment is subject to the resolutive condition that one-sixth of the cash award received under the LTIP is reinvested in shares in the Company by the eligible Supervisory Board member within three months subsequent to the Company's Annual General Meeting in fiscal year 2028 ("reinvestment") and the Supervisory Board member holds those shares for at least three years after acquiring them. There are exemptions to the reinvestment requirement and the holding period in the event of a Supervisory Board member leaving office.
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Wash Tec AG
The program provides for special rules for new members of the Supervisory Board, for the departure of members of the Supervisory Board and for early termination events. In the case of an early termination event (i.e., departure from the Supervisory Board due to termination of the period of office before the end of the incentive period, death of the Supervisory Board member, resignation or removal subsequent to a change of control, termination of office on merger, division or transformation, or delisting of the Company's shares), there may be a pro rata temporis entitlement to a cash award, provided the Supervisory Board member still holds the invested shares at the time of the termination event and was a member of the Supervisory Board for a period of at least months during the incentive period.
In the case of newly appointed Supervisory Board members after the commencement of the incentive period and up to and including December 31, 2026, the cash award is reduced pro rata and is only granted for the duration of actual membership of the Supervisory Board. 1/36th of the cash award is granted for each month of membership. A personal investment in shares in the Company is required no later than three months after the effective date of election or court appointment to the Supervisory Board.
For details of the LTIP for the period January 1, 2025 to December 31, 2027, reference is made to the LTIP for the Supervisory Board adopted by resolution of the Annual General Meeting on May 13, 2025, which is additionally reproduced in the invitation to the Annual General Meeting of May 13, 2025 under Agenda Item 15 and available on the Company website at https://ir.washtec.de/en/annual-general-meeting/ under "Annual General Meeting 2025."
2.3 Remuneration in fiscal year 2025
The fixed remuneration and attendance fees are included in "remuneration granted" as performance of the service on which they are based was completed by the respective reporting date. The table below therefore shows remuneration for the reporting year even if payment is not made until after the end of the reporting year. In the opinion of the Company, this ensures transparent and comprehensible reporting and maintains the link between performance and remuneration in the reporting period.
LTIP 2025-2027, on the other hand, does not constitute remuneration "granted" or "owed" in fiscal year 2025 as the cash award depends on achievement of the specified performance targets at the end of the incentive period. At the end of the incentive period on December 31, 2027, any remuneration under LTIP 2025-2027 will be owed and will then be disclosed, as specified above, in the remuneration report pursuant to Section 162 AktG for fiscal year 2027.
The remuneration granted in fiscal year 2025 complies with the requirements of the remuneration system adopted by the Annual General Meeting.
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Remuneration granted and owed to members of the Supervisory Board incumbent in fiscal year 2025:
| Supervisory Board member | Non-performance-based remuneration components | Performance-based remuneration component | Total remuneration granted and owed | Ratio of non-performance-based and performance-based remuneration to total remuneration granted and owed | ||
|---|---|---|---|---|---|---|
| Fixed remuneration¹ | Attendance fee² | Long-term variable remuneration (LTIP)³ | Fixed remuneration and attendance fees | Long-term variable remuneration (LTIP)³ | ||
| Ulrich Bellgardt | €160,000 | €22,000 | - | €182,000 | 100% | - |
| Susanne Heckelsberger (since May 13, 2025) | €63,836 | €10,000 | - | €73,836 | 100% | - |
| Dr. Hans Liebler | €70,000 | €12,000 | - | €82,000 | 100% | - |
| Heinrich von Portatius | €75,000 | €13,000 | - | €88,000 | 100% | - |
| Sabine Simeon Aissaoui (since June 4, 2025) | €34,685 | €5,000 | - | €39,685 | 100% | - |
| Peter Wiedemann | €110,000 | €11,000 | - | €121,000 | 100% | - |
| Dr. Alexander Selent (until May 13, 2025) | €36,438 | €7,288 | - | €43,726 | 100% | - |
| Total | €549,960 | €80,288 | - | €630,247 | 100% | - |
¹ Fixed remuneration comprises the remuneration under the Articles of Association plus the remuneration for committee membership or chairpersonship.
² Cap applied to annual remuneration in the case of short-term variable remuneration, and if applicable in the case of attendance fee, in accordance with Section 8.16 of the Articles of Association.
³ LTIP with incentive period 2025-2027
In addition, the statutory VAT payable on Supervisory Board remuneration was reimbursed in accordance with Article 8.16 of the Articles of Association.
The members of the Supervisory Board were included in directors and officers liability insurance that the Company, in the interests of the Company, took out in an appropriate amount.
Development of long-term variable remuneration performance criteria (LTIP 2025-2027):
The amount of the cash award under the LTIP depends on the development of earnings per share (EPS) during the three-year incentive period and on ROCE in fiscal year 2027.
As a condition for participation in the LTIP, the program stipulates that Supervisory Board members must make a personal investment in WashTec shares on or before the investment cut-off date, August 13, 2025. The new members elected to the Supervisory Board by the Annual General Meeting 2025, Susanne Heckelsberger and Sabine Simeon Aissaoui, were each able to make a personal investment in WashTec shares three months after the effective date of their election to the Supervisory Board. A Supervisory Board member is required to make a personal investment of at least 2,000 shares in the Company by the investment cut-off date and to hold it until the end of the incentive period.
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The personal investment held by each of the members of the Supervisory Board as of the cut-off date and December 31, 2025 was as follows:
| Supervisory Board member | Personal investment made as of cut-off date | Shareholding as of December 31, 2025 |
|---|---|---|
| Ulrich Bellgardt | 40,000 Shares | 40,000 Shares |
| Susanne Heckelsberger (since May 13, 2025) | 0 shares | 0 shares |
| Dr. Hans Liebler | 5,500 shares | 5,500 shares |
| Heinrich von Portatius | 0 shares | 0 shares |
| Sabine Simeon Aissaoui (since June 4, 2025) | 0 shares | 0 shares |
| Peter Wiedemann | 2,750 Shares | 2,750 Shares |
In accordance with the rules of the LTIP, Supervisory Board member Dr. Alexander Selent, who left the Supervisory Board on May 13, 2025, does not participate in LTIP 2025-2027.
As of December 31, 2025, EPS stood at €2.29 and ROCE was 24.8%. In reporting year 2025, €159k was recognized in other provisions for obligations under the LTIP.
As target achievement is determined in 2027 at the end of the incentive period, the LTIP currently constitutes remuneration awarded. If the targets are met, the LTIP in this report will, in accordance with the requirements set out above, constitute remuneration granted in the third year of the incentive period.
3. Comparative presentation of development in remuneration and financial performance
In accordance with Section 162 (1) sentence 2 no. 2 AktG, the table below presents the financial performance of WashTec, the annual change in the remuneration of the members of the Management Board and Supervisory Board and the annual change in average employee remuneration on a full-time equivalent basis.
Financial performance is represented by the financial key performance indicators revenue and EBIT for the WashTec Group and net income for the period for WashTec AG. Remuneration granted and owed is shown for each fiscal year for the members of the Management Board and Supervisory Board. The annual change in average employee remuneration on a full-time equivalent basis is based on the WashTec Group's workforce in Germany.
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| Fiscal year | 2021 | 2022 | Change in % | 2023 | Change in % | 2024 | Change in % | 2025 | Change in % |
|---|---|---|---|---|---|---|---|---|---|
| Members of the Management Board incumbent in fiscal year 2025 | |||||||||
| Michael Drolshagen | - | - | - | - | - | €545,333¹ | - | €767,042 | 41% |
| Sebastian Kutz | - | - | - | €562,125¹ | - | €474,340 | -16% | €451,870 | -5% |
| Andreas Pabst | - | €122,938¹ | - | €695,725 | 466%² | €483,140 | -31% | €516,388 | 7% |
| Members of the Supervisory Board incumbent in fiscal year 2025 | |||||||||
| Ulrich Bellgardt | €150,000 | €130,048 | -13% | €141,658 | 9% | €196,000 | 38% | €182,000 | -7% |
| Susanne Heckelsberger (since May 13, 2025) | - | - | - | - | - | - | - | €73,836³ | - |
| Dr. Hans Liebler | €75,000 | €64,072 | -15% | €75,000 | 17% | €75,000 | 0% | €82,000 | 9% |
| Heinrich von Portatius | - | €43,151³ | - | €75,000 | 74% | €75,000 | 0% | €88,000 | 17% |
| Sabine Simeon Aissaoui (since June 4, 2025) | - | - | - | - | - | - | - | €39,685³ | - |
| Peter Wiedemann | - | €47,158³ | - | €75,000 | 59% | €127,667 | 70% | €121,000 | -5% |
| Dr. Alexander Selent (until May 13, 2025) | €100,000 | €90,096 | -10% | €100,000 | 11% | €92,833 | -7% | €43,726³ | -53% |
| Financial performance | |||||||||
| WashTec Group revenue | €430,532,025 | €482,238,726 | 12% | €489,467,679 | 2% | €476,888,656 | -3% | €498,617,504 | 5% |
| WashTec Group EBIT | €45,690,940 | €38,008,812 | -17% | €41,885,753 | 10% | €45,502,812 | 9% | €48,915,414 | 8% |
| WashTec AG net income for the period (German GAAP) | €39,911,171 | €28,306,503 | -29% | €29,710,657 | 5% | €33,318,173 | 12% | €37,714,098 | 13% |
| Average employee remuneration | |||||||||
| Workforce and senior management in Germany⁴ | 61,862 €⁴ | €62,802 | 2% | €65,415 | 4% | €68,254 | 4% | €71,240 | 4% |
Continuation of table on page 22
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Continuation of table from page 21
| Fiscal year | 2021 | 2022 | Change in % | 2023 | Change in % | 2024 | Change in % | 2025 | Change in % |
|---|---|---|---|---|---|---|---|---|---|
Former members of the Management Board
| Axel Jaeger (until May 31, 2020) | - | - | - | - | - | - | - | - | - |
|---|---|---|---|---|---|---|---|---|---|
| Dr. Ralf Koeppe (until February 23, 2024) | €545,972 | €437,248 | -20% | €1,341,950 | 207%^{8} | €769,667^{1,2} | -43% | - | - |
| Dr. Kerstin Reden (until August 31, 2022) | €518,009 | €377,675^{1,2} | - | - | - | - | - | - | - |
| Stephan Weber (until February 28, 2023) | €525,323 | €363,563 | -31% | €340,170^{1,2} | -6% | €150,0006 | -56% | €150,000^{8} | 0% |
| Dr. Volker Zimmermann (until February 28, 2019)^{7} | €28,326 | - | - | - | - | - | - | - | - |
Former members of the Supervisory Board
| Dr. Günter Blaschke (until December 31, 2023) | €200,000 | €200,000 | 0% | €200,000 | 0% | - | - | - | - |
|---|---|---|---|---|---|---|---|---|---|
| Jens Große-Allermann (until May 16, 2022) | €75,000 | €24,777^{2} | - | - | - | - | - | - | - |
| Dr. Sören Hein (until May 16, 2022) | €75,000 | €21,421^{2} | - | - | - | - | - | - | - |
1 Pro rata temporis remuneration, as not a member of the Management Board for the entire fiscal year.
2 Remuneration for active Management Board service and subsequent payments.
3 Pro rata temporis remuneration, as not appointed as a member of the Supervisory Board for the entire fiscal year.
4 The overall workforce (German Commercial Code definition, i.e. excluding apprentices and interns) comprises the entire workforce employed by all German companies of the WashTec Group, including senior management.
Senior management comprises all employees who hold a management position in Germany and report in that capacity directly to the Management Board. The underlying personnel expenses figures include both fixed and variable salary components.
5 A modified calculation methodology was used from 2022. The figures for the prior years have been restated to maintain comparability.
6 Stephan Weber was granted non-compete compensation for a post-contractual non-compete covenant.
7 Dr. Volker Zimmermann was granted non-compete compensation for a post-contractual non-compete covenant that expired in fiscal year 2021.
8 The remuneration from LTIP 2021–2023 was included in fiscal year 2023.
Recuperation of members of the Management Board
Remuneration of members of the Supervisory Board
Comparative presentation
Independent auditor's report
Glossary
WashTec AG
This remuneration report was prepared by the Management Board and Supervisory Board pursuant to Section 162 AktG.
WashTec AG
For the Management Board
Michael Drolshagen
CEO/CTO/Chairman of the
Management Board
Sebastian Kutz
CSO/Member of the
Management Board
Andreas Pabst
CFO/Member of the
Management Board
For the Supervisory Board
Ulrich Bellgardt
Chairman of the
Supervisory Board
Remuneration of members of the Management Board
Remuneration of members of the Supervisory Board
Comparative presentation
Independent auditor's report
Glossary
WashTec AG
24
Independent Auditor's Report
To WashTec AG, Augsburg
Report on the audit of the remuneration report
We have audited the attached remuneration report of WashTec AG, Augsburg, for the financial year from 31 January 2025 to 31 December 2025, including the related disclosures, prepared to meet the requirements of Section 162 AktG [Aktiengesetz: German Stock Corporation Act].
Responsibilities of Management and the Supervisory Board
The management and the Supervisory Board of WashTec AG are responsible for the preparation of the remuneration report, including the related disclosures, in accordance with the requirements of Section 162 AktG. The management and the Supervisory Board are also responsible for such internal control as they have determined necessary to enable the preparation of the remuneration report that is free from material misstatement, whether due to fraud 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 accordance with the German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the remuneration report, including the related disclosures, is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts, including the related disclosures, in the remuneration report. The procedures selected depend on the auditor's professional judgement. This includes an assessment of the risks of material misstatement, whether due to fraud or error, in the remuneration report, including the related disclosures. In assessing these risks, the auditor considers the internal control system relevant for the preparation of the remuneration report, including the related disclosures. The objective is to plan and perform audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management and the Supervisory Board, as well as evaluating the overall presentation of the remuneration report, including the related disclosures.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, on the basis of the knowledge obtained in the audit, the remuneration report for the financial year from 31 January 2025 to 31 December 2025, including the related disclosures, complies in all material respects with the financial reporting requirements of Section 162 AktG.
Other matter – formal examination of the remuneration report
The substantive audit of the remuneration report described in this independent auditor's report includes the formal examination of the remuneration report required by Section 162 (3) AktG, including issuing an assurance report on this examination. As we have issued an unqualified opinion on the substantive audit of the remuneration report, this opinion includes the conclusion that the disclosures pursuant to Section 162 (1) and (2) AktG have been made, in all material respects, in the remuneration report.
Recipient: Re-mapping the President
Recipient: Re-mapping the President
Remuneration of members of the Management Board
Remuneration of members of the Supervisory Board
Comparative presentation
Independent auditor's report
Glossary
WashTec AG
25
Limitation of liability
The terms governing this engagement, which we fulfilled by rendering the aforesaid services to WashTec AG, are set out in the General Engagement Terms for Wirtschaftsprüferinnen, Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften [German Public Auditors and Public Audit Firms] as amended on 1 January 2024. By taking note of and using the information as contained in this auditor's report, each recipient confirms to have taken note of the terms and conditions laid down therein (including the limitation of liability of EUR 4 million for negligence under Clause 9 of the General Engagement Terms) and acknowledges their validity in relation to us.
Munich, 20 March 2026
KPMG AG
Wirtschaftsprüfungsgesellschaft
[Original German version signed by:]
Huber-Straßer
Wirtschaftsprüferin
[German Public Auditor]
Rupprecht
Wirtschaftsprüfer
[German Public Auditor]
三
Remuneration of members of the Management Board
Remuneration of members of the Supervisory Board
Comparative presentation
Independent auditor's report
Glossary
WashTec AG
Glossary
| AktG | Aktiengesetz (German Stock Corporation Act) |
|---|---|
| Capital Employed | NOWC + fixed assets, calculated as an average over five quarters |
| CAGR | Compound Annual Growth Rate |
| Corporate Governance | Framework for responsible corporate management and control geared to sustainability |
| Code | German Corporate Governance Code |
| EBIT | Earnings before interest and taxes |
| EBIT margin | EBIT/revenue |
| Earnings per share (EPS) | Consolidated net income/weighted average shares outstanding |
| ESG | Environmental, social and governance |
| Fixed assets | Property, plant and equipment + goodwill + other intangible assets |
| Free cash flow | Free cash flow available for dividend distributions, debt repayment or reinvestment; free cash flow is calculated as follows: Net cash inflow from operating activities – net cash outflow from investing activities |
| --- | --- |
| HGB | Handelsgesetzbuch (German Commercial Code) |
| IFRS | International Financial Reporting Standards; internationally harmonized and applied financial reporting standards compiled by the International Accounting Standards Board (IASB) |
| LTIP | Long Term Incentive Program |
| MBO | Management by objectives |
| NOWC | Net operating working capital (NOWC) is calculated as follows: Trade receivables + inventories – trade payables – contract liabilities from prepayments |
| ROCE | Return on capital employed is the ratio of EBIT to capital employed and is calculated as follows: EBIT/capital employed |
| SGB | Sozialgesetzbuch (German Social Code) |
| Total Shareholder Return (TSR) | Total shareholder return (TSR) is the total return achieved by a shareholder on an investment in a share over a specified period of time and is expressed as a percentage of the invested capital. It is calculated as follows: [(final share price – initial share price) + dividend]/initial share price |
Contact
WashTec AG
Argonstrasse 7
86153 Augsburg
Germany
Telephone +49 821 5584-0
[email protected]
www.washtec.com
WashTec