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Westwing Group SE Remuneration Information 2026
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Remuneration Information
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WESTWING
Live Beautiful.
REMUNERATION REPORT
2025
1
Preamble
The Remuneration Report provides detailed explanations of the remuneration awarded and due to former and current members of the Management Board and Supervisory Board of Westwing Group SE (hereinafter referred to as "Westwing" or the "Company") for the financial year 2025. It complies with the requirements of Section 162 of the German Stock Corporation Act (Aktiengesetz – AktG) and takes into account the recommendations of the German Corporate Governance Code (GCGC) as of April 28, 2022.
The absolute values and percentage figures presented in the Remuneration Report may not always add up exactly due to rounding differences in individual cases.
I. Review of the financial year 2025 from a remuneration perspective
A. Remuneration of the Management Board in the financial year 2025
The Management Board of Westwing is composed of the Chief Executive Officer (CEO), Dr. Andreas Hoerning, as well as the Chief Financial Officer (CFO), Sebastian Westrich. There were no personnel changes to the Management Board during the financial year 2025.
For Dr. Andreas Hoerning, who has been a member of Westwing's Management Board since July 1, 2022, the remuneration system that was submitted to the Annual General Meeting 2021 for a vote and approved by a large majority (95.98%) was applied in the financial year 2025 (hereinafter also referred to as the "Remuneration System 2021").
For Sebastian Westrich, who has been in office since August 1, 2023, the remuneration system that was presented for approval at the ordinary Annual General Meeting 2023 and likewise approved by a large majority of 90.62% was applied in the financial year 2025 (hereinafter also referred to as "Remuneration System 2023"). The Remuneration System 2023 is a further development of the Remuneration System 2021.
The Remuneration System 2021 as well as the Remuneration System 2023 (together also hereinafter referred to as the "Management Board Remuneration System according to ARUG II") take into account the legal requirements as well as the relevant recommendations of the respectively valid German Corporate Governance Code regarding the remuneration system and support the long-term and sustainable development of Westwing. They are still publicly available on Westwing's website. In principle, the remuneration systems are similarly structured. Relevant differences are presented in the Remuneration Report.
During the financial year 2025, the contracts of both Management Board members were extended. The new contract terms will begin on January 1, 2026. In this context, Dr. Andreas Hoerning transitioned to the Remuneration System 2023 in order to achieve a consistent remuneration framework for all Management Board members in the future.
B. Supervisory Board remuneration in the financial year 2025
The remuneration of the members of the Supervisory Board in the financial year 2025 was based on the current remuneration system for the Supervisory Board members, which was presented to the ordinary Annual General Meeting 2022 for approval and was approved with an approval rate of 99.47%. There were no personnel changes in the Supervisory Board in the financial year 2025.
C. Remuneration Report
In the last financial year, the Remuneration Report (Remuneration Report 2024) underwent a thorough revision, taking into account the feedback from our shareholders regarding the further development of the remuneration design as well as our reporting on remuneration matters. Based on this, the transparency of the Remuneration Report was increased, and the remuneration system applied was presented in a more comprehensible manner. These changes were acknowledged by the positive voting result (96.92% approval) at the Annual General Meeting 2025 for the approval of the Remuneration Report 2024. We are pleased with the high level of approval and the positive feedback
from our shareholders, and therefore we will maintain the design of the Remuneration Report 2025 unchanged from the previous year to ensure maximum consistency in our reporting.
II. Remuneration of the members of the Management Board
A. Remuneration Governance
In accordance with the legal requirement of Section 87a paragraph 1 sentence 1 AktG, the Supervisory Board decides on a clear and understandable remuneration system for the members of the Management Board. The Supervisory Board submits the remuneration system to the Annual General Meeting for approval in accordance with Section 120a paragraph 1 sentence 1 AktG in the event of any significant changes, but at least every four years.
The Supervisory Board determines a specific target remuneration for each member of the Management Board based on the remuneration system, which is in an appropriate relation to the tasks and performance of the respective member of the Management Board as well as to the company's situation. When determining the amount of the target remuneration for individual members of the Management Board, the Supervisory Board may, at its reasonable discretion, differentiate based on the specific requirements of the respective board function, market conditions, or the qualifications and experience of the members of the Management Board. Therefore, the Supervisory Board may make distinctions in particular depending on the function of the members of the Management Board (Chairman or ordinary member), the responsibility within the overall Management Board, or the experience or tenure as a member of the Management Board. When determining the remuneration structure, the Supervisory Board also ensures that the variable components of remuneration account for a significant portion of the total remuneration to ensure a strong incentive structure and performance-based remuneration for the members of the Management Board. Furthermore, in accordance with the requirements of the Stock Corporation Act and the recommendations of the German Corporate Governance Code, the Supervisory Board considers that the proportion of long-term variable remuneration exceeds the proportion of short-term variable remuneration to focus on the long-term and sustainable development of Westwing.
The Supervisory Board reviews the remuneration system as well as the adequacy and appropriateness of Management Board remuneration in regular intervals, for example in the case of new appointments and contract extensions. For this purpose, it may seek the support of an independent external remuneration expert. When assessing the appropriateness of the level of remuneration, consideration is given to the comparison environment of Westwing (horizontal comparison) as well as the company's internal remuneration structure (vertical comparison). Recently, primarily German, publicly listed companies operating in the e-commerce, technology, or IT sectors that comparable in terms of size criteria such as revenue, employee count, and market capitalization have been considered as benchmark companies. In addition, other European publicly listed companies in the peer group are included, which are comparable to Westwing in terms of the aforementioned criteria.
B. Overview of the remuneration system for the financial year 2025
The table below provides an overview of the design of the remuneration systems used for the Management Board members in the financial year 2025 - Remuneration System 2021 for Dr. Andreas Hoerning and Remuneration System 2023 for Sebastian Westrich. Differences between the remuneration systems are indicated accordingly.
The remuneration systems essentially include fixed remuneration components – base remuneration and fringe benefits – as well as variable components with short-term and long-term measurement bases. In addition, there are further contractual arrangements such as the maximum remuneration according to Section 87a AktG, a Share Ownership Guideline, and Malus and Clawback provisions.
Overview of the components of remuneration
| Remuneration component | Design / Parameters | |
|---|---|---|
| Fixed remuneration components | ||
| Base remuneration | Fixed annual salary paid in twelve equal monthly instalments in cash1 | |
| Fringe benefits | In particular, health insurance and pension contributions, D&O insurance, top manager legal protection insurance | |
| Variable components of remuneration | ||
| Short-term variable remuneration | • Plan type: Target bonus | |
| • Performance period: 1 year | ||
| • Performance criteria: | ||
| • Revenue (25%) | ||
| • Adjusted EBITDA2 resp. Adjusted EBITDA margin3 (25%) | ||
| • Free cash flow (25%) | ||
| • ESG target (25%) | ||
| • Cap: 200% of target amount | ||
| • Payment: in cash1 | ||
| Long-term variable remuneration | General | • Share-based remuneration (Performance Share Plan and (at least 50%) Stock Options)) |
| • Grant frequency: Sequential2 or rolling (annually)2 | ||
| • Performance criteria: | ||
| • Revenue growth2 resp. revenue3 (40%) | ||
| • Adjusted EBITDA growth2 resp. Adjusted EBITDA margin3 (40%) | ||
| • ESG target (20%) | ||
| • Payment: at the discretion of the Supervisory Board in shares or in cash1 | ||
| Performance Shares | • Plan type: Virtual Performance Share Plan | |
| • Term: 4 years | ||
| • Cap: 200% of the conditionally granted virtual Performance Shares | ||
| Performance Stock Options | • Plan type: Virtual Stock Option Plan | |
| • Term: 4 years with subsequent 3-year exercise period | ||
| • Cap: 200% of the conditionally granted virtual Performance Stock Options | ||
| Further contractual provisions | ||
| Maximum remuneration according to Section 87a paragraph 1 sentence 2 no. 1 AktG | • CEO: EUR 15 million4 | |
| • CFO: EUR 6 million3 | ||
| Share Ownership Guideline | The members of the Management Board are required to hold Westwing shares equivalent to 200% (CEO)2 or 50% (CFO)5 of their gross base remuneration for the duration of their appointment to the Management Board. | |
| Malus & Clawback | Possibility of partial or full reduction or recovery of variable remuneration in cases of gross negligence, intentional breaches of duty, or payment of variable remuneration based on incorrect data. |
1 Cash payment means here and in the following payout to the bank account.
2 According to the Remuneration System 2021. Will be reduced to 100% according to the Remuneration System 2023.
3 According to the Remuneration System 2023.
4 According to the Remuneration System 2021. As part of the Remuneration System 2023, the maximum remuneration for the CEO has been reduced to EUR 10 million.
C. Remuneration system for the financial year 2025 in detail
1. Fixed Remuneration Components
The fixed components of remuneration consist of the base remuneration and fringe benefits. Both components of remuneration provide a basis for attracting and retaining highly qualified members of the Management Board who develop and implement Westwing's strategy.
A. Base remuneration
The members of the Westwing Management Board receive a fixed annual salary, which is paid out in twelve equal monthly instalments in cash.
B. Fringe benefits
Members of the Management Board also receive benefits in kind and other benefits (fringe benefits). Management Board members are entitled to a subsidy for health insurance and private pension provision. In addition to remuneration-related benefits, a directors' and officers' liability insurance (D&O insurance) with a customary coverage amount and deductible according to the relevant provisions of the Stock Corporation Act, as well as a top manager legal expenses insurance, has been taken out for all Management Board members.
2. Variable components of remuneration
Variable remuneration consists of the short-term variable remuneration (Short Term Incentive, known as "STI") and long-term variable remuneration (Long Term Incentive, known as "LTI"). The amount of variable remuneration is determined on the basis of target achievement in the defined performance criteria.
The Management Board Remuneration System according to ARUG II supports the targeted profitable growth through the performance criteria of the variable remuneration, incentivizes sustainable and future-oriented actions, and at the same time aims to create value for Westwing's customers, employees, and shareholders as well as the environment as a whole. By involving the members of the Management Board in short-term as well as significantly weighted long-term corporate success, incentives for the long-term and sustainable development of Westwing are created. In order to align the actions of the members of the Management Board with the interests of Westwing's shareholders, the variable remuneration components are predominantly granted in the form of shares.
A. Short-term variable remuneration (STI)
The STI is a performance-oriented variable remuneration component with a one-year performance period that incentivizes the contribution made to the operational implementation of the company strategy during the financial year. The short-term variable remuneration includes three financial performance criteria - revenue, adjusted EBITDA margin (Remuneration System 2023) or adjusted EBITDA (Remuneration System 2021), and free cash flow - as well as an ESG target, each contributing a quarter to the achievement of the STI. At the end of the financial year, the overall target achievement is determined based on the achievement in the individual performance criteria and their respective weights. The payout amount is calculated by multiplying the overall target achievement by the contractually defined STI target amount. The payout is made in cash after adoption of the annual financial statements for the respective financial year and is capped at 200% of the STI target amount.
Exemplary illustration:
Financial Performance Criteria
Revenue and adjusted EBITDA margin, in addition to adjusted EBITDA, are the key financial performance indicators for Westwing's operational business and are therefore considered as performance criteria in the STI. To ensure short-term liquidity, they are complemented by free cash flow as another performance criterion.
- Revenue: Revenue is the approved and audited revenue reported in the consolidated financial statements. It is the key indicator of demand for Westwing's products and therefore an important factor in implementing Westwing's ambitious growth strategy. Aligning remuneration with the company's revenue contributes to promoting the business strategy and long-term development of the company.
- Adjusted EBITDA or adjusted EBITDA margin: Westwing defines EBITDA as the sum of earnings before interest and taxes (EBIT) plus depreciation and impairments. Adjusted EBITDA is calculated by adjusting EBITDA for income/expenses related to share-based remuneration as well as one-time special effects (such as restructuring expenses). The adjusted EBITDA margin is obtained by dividing adjusted EBITDA by revenue. The adjusted EBITDA margin reflects the operational profitability and competitiveness of Westwing. The increase in the adjusted EBITDA margin is in line with Westwing's business strategy and demonstrates an improvement in operational profitability, contributing to the long-term development of the company.
- Free cash flow: Free cash flow is defined as the sum of operating and investing cash flows. It expresses the liquidity earning power of the operating business taking into account investment activities, thus providing the basis for the sustainable and long-term development of the company. The Supervisory Board can, at its reasonable discretion and in individual cases, make adjustments to the free cash flow KPI to the extent that payments for sharebased remuneration components granted are included in the cash flows from operating activities. This is because these outflows cannot be forecast ex ante.
The Supervisory Board sets a target value, as well as an upper and lower threshold value for the performance criteria for each financial year. In order for these targets not to miss their incentive function, the Supervisory Board will ensure, in the exercise of due care, that the targets are ambitious on the one hand, but also achievable for the members of the Management Board on the other.
The target achievement levels of the performance criteria are determined by comparing the actual value achieved in the financial year to the target value defined by the Supervisory Board (plan value). The range of possible target achievement levels of the performance criteria in the STI ranges from $0\%$ to $200\%$ . If the actual value matches the target value defined by the Supervisory Board, the target achievement level for the performance criterion is $100\%$ . If the actual value matches the defined lower threshold set by the Supervisory Board, the target achievement level is
50%. If the actual value falls below the lower threshold, the target achievement level for the performance criterion is 0%. If this is the case for all performance criteria, the STI may be completely omitted. If the actual value reaches or exceeds the upper threshold defined by the Supervisory Board, the target achievement level for the performance criterion is 200%. For actual values between these thresholds, target achievement is generally determined by interpolation.
The achievement curves of the performance criteria are designed according to the following scheme:
Taking into account the target and threshold values set by the Supervisory Board, the target achievement in the individual performance criteria for the financial year 2025 is as follows:
| Revenue (in € million) | Adjusted EBITDA margin | Adjusted EBITDA (in € million) | Free cash flow (in € million) | |
|---|---|---|---|---|
| Upper threshold (Cap) | 462.0 | 6.5% | 42.0 | 31.0 |
| Target value | 444.0 | 4.4% | 32.0 | 17.0 |
| Lower threshold | 425.0 | 3.4% | 26.0 | 10.0 |
| Actual value | 449.2 | 9.8% | 44.0 | 38.1 |
| Target achievement | 128.9% | 200.0% | 200.0% | 200.0% |
Non-financial performance criterion - ESG target
For the long-term success of the company, in addition to the financial development, the sustainable non-financial development of the company is also crucial. This part of the STI is measured by the achievement of a non-financial ESG target. For the financial year 2025, the Supervisory Board has set the following ESG target and assessed performance at the end of the financial year as follows:
- Reduction (in percent) of plastic packaging material used per shipped item compared to the base year 2022.
The target achievement for the ESG target was $197.1\%$ . The overachievement of the target is primarily due to the introduction of a thinner stretch film specification, which became available on the market towards the end of the first quarter. Westwing implemented the new specification promptly, thereby reducing the plastic consumption per shipped item.
7
STI payout amount 2025
Taking into account the equally weighted target achievement in the individual performance criteria as well as the STI target amounts of the Management Board members, the following payout amounts result for the financial year 2025:
| Target achievement | ||||||||
|---|---|---|---|---|---|---|---|---|
| Target amount (in € thousand) | Revenue | Adjusted EBITDA margin | Adjusted EBITDA | Free cash flow | ESG target | Total target achievement | Payout amount (in € thousand) | |
| Dr. Andreas Hoerning | 150.0 | 128.9% | - | 200.0% | 200.0% | 197.1% | 181.5% | 272.2 |
| Sebastian Westrich | 75.0 | 200.0% | - | 181.5% | 136.1 |
B. Long-term variable remuneration (LTI)
The long-term variable remuneration ("Long Term Incentive" - "LTI") promotes the endeavors of the members of the Management Board in the sense of a sustainable and long-term development of the company. It consists of a virtual Performance Share Plan (LTI component 1: Performance Shares) as well as a virtual Stock Option Plan (LTI component 2: Performance Stock Options) and is therefore fully equity-based. The link to the development of the company's share price contributes to a strong alignment with the interests of shareholders and the promotion of Westwing's long-term growth. The long-term variable remuneration also depends on the company's success in the context of its long-term strategy - measured by the performance criteria of revenue growth and adjusted EBITDA margin (Remuneration System 2023) resp. adjusted EBITDA growth (Remuneration System 2021) - and is therefore aligned with the long-term development of the company. In addition, the LTI includes ambitious ESG targets, which create an incentive for sustainable corporate governance and take into account the company's social responsibility.
The weighting of the two LTI components can be chosen by the respective member of the Management Board in consultation with the Supervisory Board, with at least 50% of the LTI target amount needing to be allocated to Performance Stock Options. By allowing the choice of the ratio of Performance Shares to Performance Stock Options, different risk/reward preferences of the members of the Management Board can be accommodated.
In the financial year 2025, Sebastian Westrich was granted a new tranche of LTI under the Remuneration System 2023. Since the Remuneration System 2021, unlike the Remuneration System 2023, does not provide for an annual but a sequential grant, Dr. Andreas Hoerning did not receive a new tranche of LTI in the financial year 2025. He last received an LTI tranche for the entire remaining term of his service contract in the financial year 2023.
The LTI tranche granted to Sebastian Westrich in the financial year 2025 is structured as follows:
Performance Shares (LTI Component 1)
The LTI component 1 is structured as a Performance Share Plan, in which virtual shares of the company ("virtual Performance Shares") are conditionally granted. The term of the LTI tranche is four years. In this specific case, the term consists of a three-year performance period and a one-year waiting period. To determine the number of conditionally granted virtual Performance Shares ("VPS"), the target amount of the LTI component 1 is divided by the average volume-weighted XETRA closing price of the Westwing share over the last 90 trading days prior to grant.
After the performance period has ended, the final number of VPS will be determined based on the achievement of the performance criteria defined by the Supervisory Board. If the performance criteria are not met, the number of VPS will be reduced. If the performance criteria are exceeded, the number of VPS will increase. The final number of VPS is limited to 200% of the number of VPS conditionally granted at the beginning of the performance period. The value of the VPS is also capped by the maximum remuneration according to Section 87a paragraph 1 sentence 2 no. 1 AktG. After the term has expired, Westwing shares will be transferred for the final number of VPS, which will then be fully available to the member of the Management Board. If instead, LTI component 1 is fulfilled in cash at the discretion of the Supervisory Board, the payout amount at the end of the term will be determined by multiplying the final number of VPS by the average volume-weighted XETRA closing price of Westwing shares for the last 90 trading days of the term.
Performance Stock Options (LTI component 2)
The LTI component 2 is structured as a Stock Option Plan, in which virtual Performance Stock Options of the company ("VPSO") are conditionally granted. The term of the LTI tranche is at least four years and up to seven years. For the 2025 tranche, it consists of a three-year performance period, a one-year waiting period, and a subsequent three-year exercise period during which the final VPSO can be exercised.
Before the grant of VPSO, the Strike Price (exercise price) is determined by the Supervisory Board. To determine the number of VPSO granted, the target amount of the LTI component 2 is divided by the Fair Value per VPSO at the time of grant. The Fair Value is calculated using a recognized valuation method.
After the performance period has ended, the final number of VPSO will be determined based on the achievement of the performance criteria defined by the Supervisory Board. If the performance criteria are not met, the number of VPSO will be reduced. If the performance criteria are exceeded, the number of VPSO will increase. The final number of VPSO at the end of the performance period is limited to $200\%$ of the number of VPSO conditionally granted at the beginning of the performance period. The value of the VPSO is also capped by the maximum remuneration according to Section 87a paragraph 1 sentence 2 no. 1 AktG. After the four-year term has expired, the VPSO can be exercised within a period of three years. If the VPSO are exercised and settled in shares at the discretion of the Supervisory Board, the Management Board is entitled to acquire shares of the company at the Strike Price. If the VPSO are exercised and settled in cash, the payout amount of the LTI component 2 is determined by multiplying the number of VPSO by the difference between the average volume-weighted XETRA closing price of Westwing shares in the last 30 trading days before the exercise date and the Strike Price.
Financial performance criteria - revenue growth and adjusted EBITDA margin
The key financial performance criteria for the Performance Shares and Performance Stock Options are revenue and adjusted EBITDA margin (each with a weighting of 40%) in the last financial year of the performance period. Both financial performance criteria support the implementation of Westwing's business strategy and the alignment of LTI with the long-term development of the company.
Revenue: Revenue is the key indicator for implementing Westwing's growth strategy. Aligning remuneration with the company's revenue development significantly contributes to promoting the business strategy and the long-term development of the company.
Adjusted EBITDA margin: The adjusted EBITDA margin reflects the operational profitability and competitiveness of Westwing. The increase in the adjusted EBITDA margin, in line with Westwing's business strategy, promotes an increase in operational profitability and contributes to the long-term development of the company.
At the beginning of an LTI tranche, the Supervisory Board sets a target value as well as a upper and lower threshold value for the two aforementioned LTI performance criteria based on strategic planning. To ensure that these targets do not miss their incentive function, the Supervisory Board will, in the exercise of due care, ensure that the targets are ambitious on the one hand, but remain achievable for the member of the Management Board on the other. The corresponding values will be published in the annual report at the end of the performance period.
The target achievement levels for the financial performance criteria are determined at the end of the performance period by comparing the actual value achieved with the target value (plan value). The range of possible target achievement levels ranges from 0% to 200%. If the actual value matches the target value defined by the Supervisory Board, the target achievement level for the performance criterion is 100%. If the actual value matches the lower threshold defined by the Supervisory Board, the target achievement level is 50%. If the actual value falls below the lower threshold, the target achievement level for the performance criterion is 0%. If this is the case for all performance criteria, the LTI may be completely omitted. If the actual value reaches or exceeds the upper threshold defined by the Supervisory Board, the target achievement level for the performance criterion is 200%.
The achievement curves are designed according to the following scheme:
Non-financial performance criterion – ESG target
For the long-term success of the company, in addition to financial development, the sustainable non-financial development of the company is also crucial. This part of the LTI is based on the achievement of a non-financial ESG target derived from Westwing's current sustainability strategy. The weighting of the non-financial performance criterion is 20%.
For the tranche granted in the financial year 2025, the Supervisory Board has set the following ESG target:
- Reduction of carbon emissions (Scope 1 and 2) compared to the base year 2022 (weighted at 20%)
Grant of the LTI tranche 2025
For Sebastian Westrich, the LTI target amount of the LTI tranche 2025 was allocated $50\%$ to Performance Shares and $50\%$ to Performance Stock Options:
LTI tranche 2025 - Sebastian Westrich
| Performance Shares (LTI component 1) | Performance Stock Options (LTI component 2) | |
|---|---|---|
| Target amount | € 100,000 | € 100,000 |
| Grant price / Fair Value per option at grant1 | € 7.55 | € 1.88 |
| Number of conditionally allocated VPS / VPSO | 13,246 | 53,174 |
| Exercise price2 | - | € 15.00 |
1 For the calculation of the number of conditionally granted VPS / VPSO, a fair value with more than two decimal places is used.
2 The exercise price refers only to the Performance Stock Options.
Dr. Andreas Hoerning did not receive a new LTI grant in the financial year 2025 according to the sequential Remuneration System 2021. He last received an LTI grant for the entire remaining term of his service contract in the financial year 2023 under the Remuneration System 2021.
Target achievement LTI Tranche 2023
With the conclusion of the financial year 2025, the performance period of the LTI tranche 2023 for Dr. Andreas Hoerning and Sebastian Westrich ended.
Dr. Andreas Hoerning received an LTI tranche for the entire remaining term of his service contract under the Remuneration System 2021 in the financial year 2023. The functioning of Dr. Andreas Hoerning's LTI tranche 2023 is structured analogously to the LTI tranche 2025 for Sebastian Westrich. Performance criteria generally include revenue growth (weighted at $40\%$ ), adjusted EBITDA growth (weighted at $40\%$ ), and ESG targets (weighted at $20\%$ ), according to the Remuneration System 2021. Since the adjusted EBITDA in the financial year 2022, and thus the baseline for measuring the adjusted EBITDA growth for the LTI tranche 2023, was negative, the EBITDA growth performance criterion could not be reasonably applied for the LTI tranche 2023. To ensure the continued incentive effect of the LTI, the Supervisory Board, deviating from the Remuneration System 2021, established the adjusted EBITDA margin (analogously to the Remuneration System 2023) as the performance criterion for the LTI tranche 2023. The regulatory compliance of the deviating target setting was legally reviewed and confirmed by an external expert prior to the final determination of the targets.
Taking into account the target and threshold values set by the Supervisory Board, the target achievement in the individual financial performance criteria for the LTI tranche 2023 of Dr. Andreas Hoerning is as follows:
LTI tranche 2023 - Dr. Andreas Hoerning
| Revenue growth | Adjusted EBITDA margin | |
|---|---|---|
| Upper threshold (Cap) | 16.0% | 10.0% |
| Target value | 9.0% | 7.0% |
| Lower threshold | 3.0% | 3.0% |
| Actual value | 1.4% | 9.8% |
| Target achievement | 0.0% | 193.3% |
For the LTI tranche granted in the financial year 2023, the Supervisory Board has set the following ESG targets:
- Target 1: Reduction of carbon emissions (Scope 1 and 2) compared to the base year 2022 (weighted at $15\%$ )
- Target 2: Commitment of suppliers for brands and third-party products, transport, and distribution to the "science-based targets" (weighted at $5\%$ )
The target achievement was $200\%$ for target 1 and $155\%$ for target 2, resulting in a total ESG target achievement of $191.5\%$ . The overachievement of the first target is primarily due to insourcing measures in the logistics centers in 2024 and an increased share of renewable electricity procurement at the European Logistics Centre in 2025. The overachievement of the second target results from intensified collaboration with suppliers of private label products, which led to additional "science-based target" commitments. Furthermore, one of the largest logistics service providers, accounting for a significant portion of the transport volume, has committed to setting "science-based targets" for emissions.
Based on the target achievement of the individual performance criteria, the overall target achievement for the LTI tranche 2023 from Dr. Andreas Hoerning was $115.1\%$ .
The LTI target amount for the LTI tranche 2023 was split $50\%$ on Performance Shares and $50\%$ on Performance Stock Options. This results in the following number of final VPS for the LTI component 1 and VPSO for the LTI component 2:
LTI Tranche 2023 - Dr. Andreas Hoerning
| Performance Shares (LTI component 1) | Performance Stock Options (LTI component 2) | |
|---|---|---|
| Target amount1 | € 1,200,000 | € 1,200,000 |
| Grant price / Fair Value per option at grant2 | € 7.12 | € 4.73 |
| Number of conditionally granted VPS / VPSO | 168,519 | 253,938 |
| Total target achievement | 115.1% | 115.1% |
| Total number of VPS / VPSO | 193,937 | 292,240 |
| Exercise price3 | - | € 18.00 |
1 The amount is granted to Mr. Hoerning as part of the non-annual, sequential LTI for a three-year period.
2 For the calculation of the number of conditionally granted VPS / VPSO, a fair value with more than two decimal places is used.
3 The exercise price refers only to the Performance Stock Options.
In the financial year 2023, Sebastian Westrich received an LTI tranche under the Remuneration System 2023 which was structured analogously to the LTI tranche for 2025. In accordance with the Remuneration System 2023, revenue (weighted at $40\%$ ), adjusted EBITDA growth (weighted at $40\%$ ), and the ESG targets described above (weighted at $20\%$ ) were considered as performance criteria.
Taking into account the target and threshold values set by the Supervisory Board, the target achievement for the individual financial performance criteria for the LTI tranche 2023 of Sebastian Westrich is as follows:
LTI-Tranche 2023 - Sebastian Westrich
| Revenue (in € million) | Adjusted EBITDA margin | |
|---|---|---|
| Upper threshold (Cap) | 671 | 10.0% |
| Target value | 557 | 7.0% |
| Lower threshold | 470 | 3.0% |
| Actual value | 449.2 | 9.8% |
| Target achievement | 0.0% | 193.3% |
The ESG targets set by the Supervisory Board corresponded to the ESG targets of the LTI tranche 2023 of Dr. Andreas Hoerning, resulting in a target achievement of 191.5% for this tranche as well.
Based on the target achievement in the individual performance criteria, the overall target achievement for the LTI tranche 2023 from Sebastian Westrich was 115.1%.
The target amount for the LTI tranche 2023, which was pro-rated due to Sebastian Westrich's mid-year entry, was split 50% to Performance Shares and 50% to Performance Stock Options. This results in the following number of final VPS for the LTI component 1 and VPSO for the LTI component 2:
LTI Tranche 2023 - Sebastian Westrich
| | Performance Shares
(LTI component 1) | Performance Stock Options
(LTI component 2) |
| --- | --- | --- |
| Target amount | € 41,667 | € 41,667 |
| Grant price / Fair Value per option at grant^{1} | € 7.95 | € 3.12 |
| Number of conditionally granted VPS / VPSO | 5,242 | 13,360 |
| Total target achievement | 115.1% | 115.1% |
| Total number of VPS / VPSO | 6,033 | 15,375 |
| Exercise price^{2} | - | € 18.00 |
1 For the calculation of the number of conditionally granted VPS / VPSO, a fair value with more than two decimal places is used.
2 The exercise price refers only to the Performance Stock Options.
The final number of virtual Performance Shares from the LTI tranche 2023 is subject to a one-year waiting period that directly follows the performance period. After the waiting period expires, the payout of the virtual Performance Shares will occur. The final value of the virtual Performance Shares will only be determined after the end of the waiting period and can only be reported in the Remuneration Report for the corresponding year.
The final number of virtual Performance Stock Options is also subject to a one-year waiting period, which directly follows the performance period. After the waiting period expires, the three-year exercise period begins. The final value of the virtual Performance Stock Options is only determined after the exercise of all virtual Performance Stock Options and can therefore only be reported in the Remuneration Report of the corresponding financial year.
3. Further contractual provisions
A. Share Ownership Guidelines (SOGs)
To further align the interests of the members of the Management Board with the interests of the shareholders beyond variable remuneration, the members of the Management Board are required to hold shares of the company (Share Ownership Guidelines). According to the Remuneration System 2021, Dr. Andreas Hoerning is obligated to hold Westwing shares equivalent to 200% of his gross base remuneration for the duration of his tenure on the Management Board within 3.5 years (build-up phase). For Sebastian Westrich, the amount according to the Remuneration System 2023 is 50% of his gross base remuneration during a three-year build-up phase. Westwing shares already held by the Management Board member will be taken into account. At the end of the financial year 2025, Sebastian Westrich (Management Board member since August 1, 2023) has fulfilled the Share Ownership Guidelines. The fulfillment by Dr. Andreas Hoerning is currently in the built-up phase.
B. Malus and clawback provisions
The management service contracts of the members of the Management Board contain provisions that grant the Supervisory Board the right to partially or fully withhold variable remuneration components in certain cases at its reasonable discretion ("Malus") or to reclaim them ("Clawback"). These cases include grossly negligent or intentional breaches of the duties of the members of the Management Board under Section 93 (1) AktG and the service contract, as well as serious violations of internal compliance or behavioral guidelines ("Compliance Malus & Clawback"). In addition, any variable remuneration already paid out must be repaid if the payment of variable remuneration
components to the member of the Management Board was based on incorrect data that needs to be corrected according to applicable auditing standards, especially in the annual report or sustainability report ("Performance Clawback"). The repayment must be made in the amount that was overpaid to the member of the Management Board compared to the correct calculation basis.
From the Supervisory Board's perspective, there was no reason in the financial year 2025 to retain or reclaim variable remuneration components.
C. Severance pay and early retirement provisions
There are no pension or early retirement arrangements at Westwing.
D. Post-contractual non-compete clause, restraint remuneration and severance payment
The service contracts of the members of the Management Board active in the financial year 2025 do not contain any provisions regarding post-contractual non-compete agreements or any commitment to a non-compete remuneration.
In the event of an early mutually agreed termination of the service contract without good cause, any severance payment to be made is limited to a maximum of two fixed annual total remunerations, but not exceeding the remuneration for the remaining term (so-called "severance cap"). The severance payment will be offset against any remuneration for non-compete obligations due to a (potential) post-contractual non-compete agreement.
For the financial year 2025, no payments were made to (former) members of the Management Board for compensation for non-competition or payments under a post-contractual non-competition clause.
If the service contract of a member of the Management Board ends during an ongoing performance period, the target amount for the calculation of the conditionally granted number of VPS as well as the conditionally granted number of VPSO will be reduced pro rata temporis. All claims from current tranches of the LTI Component 1 (Performance Shares) and the LTI Component 2 (Performance Stock Options) expire without replacement or remuneration if the service contract is terminated by Westwing for cause before the end of the specified performance period or if the member of the Management Board resigns from his office without cause ("Bad Leaver").
D. Amount of remuneration in the financial year 2025
1. Remuneration of the members of the Management Board active in the financial year
Target remuneration
The target remuneration is the remuneration that is granted to the members of the Management Board for the financial year 2025, regardless of the timing of payment, if the target achievement of the variable remuneration is 100%. The target remuneration for the financial year 2025 consists of the following components:
- Base remuneration for the financial year 2025
- Fringe benefits for the financial year 2025
- Target amount of the STI for the financial year 2025
- Target amount of the LTI tranche granted in the financial year 2025
The target remuneration of the members of the Management Board in the financial year 2025 was as follows:
13
Dr. Andreas Hoerning
(Chief Executive Officer)
| Target remuneration | 2025 | 2024 | ||
|---|---|---|---|---|
| in € thousand | in % | in € thousand | in % | |
| Base remuneration | 350.0 | 26.8% | 350.0 | 26.8% |
| Fringe benefits | 6.0 | 0.5% | 6.0 | 0.5% |
| Sum of fixed remuneration | 356.0 | 27.3% | 356.0 | 27.3% |
| Short Term Incentive (STI) | 150.0 | 11.5% | 150.0 | 11.5% |
| Long Term Incentive (LTI)^{1} | 800.0 | 61.3% | 800.0 | 61.3% |
| of which Performance Shares (LTI component 1) | 400.0 | 400.0 | ||
| of which Performance Stock Options (LTI component 2) | 400.0 | 400.0 | ||
| Sum of variable remuneration | 950.0 | 72.7% | 950.0 | 72.7% |
| Total cost of remuneration | 1,306 | 100.0% | 1,306 | 100.0% |
1 In the financial year 2023, Dr. Andreas Hoerning was granted options for three years in accordance with the sequential program.
The total amount granted is divided and reported as a target amount on an equally weighted basis over the three-year period.
| Target remuneration | Sebastian Westrich
(Chief Financial Officer) | | | |
| --- | --- | --- | --- | --- |
| | 2025 | | 2024 | |
| | in € thousand | in % | in € thousand | in % |
| Base remuneration | 242.7 | 46.3% | 230.2 | 45.0% |
| Fringe benefits | 6.1 | 1.2% | 6.1 | 1.2% |
| Sum of fixed remuneration | 248.8 | 47.5% | 236.3 | 46.2% |
| Short Term Incentive (STI) | 75.0 | 14.3% | 75.0 | 14.7% |
| Long Term Incentive (LTI) | 200.0 | 38.2% | 200.0 | 39.1% |
| of which Performance Shares (LTI component 1) | 100.0 | | 100.0 | |
| of which Performance Stock Options (LTI component 2) | 100.0 | | 100.0 | |
| Sum of variable remuneration | 275.0 | 52.5% | 275.0 | 53.8% |
| Total target remuneration | 523.8 | 100.0% | 511.3 | 100.0% |
Remuneration awarded and due
After the adjustments in the context of the Remuneration Report 2024, the remuneration awarded and due will also be reported in the Remuneration Report 2025 based on the vesting logic. This means that the remuneration awarded and due will include the variable remuneration components, the performance of which was conclusively provided by the end of the financial year and whose conditions precedent have occurred (exercise of stock options). This way, the connection between the company's performance in the financial year and the resulting remuneration can be directly traced.
The remuneration awarded and due in accordance with Section 162 paragraph 1 sentence 1 AktG consists of the following components for the financial year 2025:
- Base remuneration in the financial year 2025
- Fringe benefits in the financial year 2025
- STI 2025, which will be paid out in the financial year 2026
- Vested remuneration from LTI tranches for which performance has been fully completed (end of the performance periods) as well as their conditions precedent, i.e. end of waiting periods and exercise of stock options, have occurred (this was not the case for any LTI tranche in the financial year 2025).
15
Remuneration awarded and due in accordance with Section 162 AktG (in € thousand)
Dr. Andreas Hoerning
(Chief Executive Officer)
| 2025 | 2024 | |||
|---|---|---|---|---|
| in € thousand | in % | in € thousand | in % | |
| Base remuneration | 350.0 | 55.7% | 350.0 | 58.3% |
| Fringe benefits | 6.0 | 1.0% | 6.0 | 1.0% |
| Sum of fixed remuneration | 356.0 | 56.7% | 356.0 | 59.3% |
| Short Term Incentive (STI) | 272.2 | 43.3% | 244.1 | 40.7% |
| Long Term Incentive (LTI) | - | - | - | - |
| Sum of variable remuneration | 272.2 | 43.3% | 244.1 | 40.7% |
| Remuneration awarded and due | 628.2 | 100.0% | 600.1 | 100.0% |
Remuneration awarded and due in accordance with Section 162 AktG (in € thousand)
Sebastian Westrich
(Chief Financial Officer)
| 2025 | 2024 | |||
|---|---|---|---|---|
| in € thousand | in % | in € thousand | in % | |
| Base remuneration | 242.7 | 63.1% | 230.2 | 64.2% |
| Fringe benefits | 6.1 | 1.6% | 6.1 | 1.7% |
| Sum of fixed remuneration | 248.8 | 64.6% | 236.3 | 65.9% |
| Short Term Incentive (STI) | 136.1 | 35.4% | 122.3 | 34.1% |
| Long Term Incentive (LTI) | - | - | - | - |
| Sum of variable remuneration | 136.1 | 35.4% | 122.3 | 34.1% |
| Remuneration awarded and due | 384.9 | 100.0% | 358.6 | 100.0% |
Maximum remuneration
The Supervisory Board has established a maximum remuneration in accordance with Section 87a paragraph 1 sentence 2 no. 1 AktG. It amounts to EUR 15 million gross for Dr. Andreas Hoerning according to the Remuneration System 2021 (EUR 10 million according to the Remuneration System 2023), and EUR 6 million gross for Sebastian Westrich according to the Remuneration System 2023.
The maximum remuneration takes into account the total remuneration to be awarded for a financial year (the sum of all remuneration amounts incurred for the relevant financial year, including fixed annual salary, fringe benefits, and variable remuneration components) of the members of the Management Board – regardless of whether it is paid out in that financial year or at a later date – and limits this to a maximum amount ("maximum remuneration").
The compliance with the maximum remuneration will be reviewed at the end of each financial year. In the event that the maximum remuneration is exceeded, the payments from the long-term variable remuneration (in company shares or in cash) will be reduced as the last due component of remuneration to ensure compliance with the maximum remuneration.
A final report on compliance with the maximum remuneration can only be made once all components of remuneration allocated in a financial year have been fully paid out. Accordingly, a report on compliance with the maximum remuneration for Sebastian Westrich in the financial year 2025 will be provided after the conclusion of the LTI tranche 2025. Due to the sequential allocation of the LTI under the Remuneration System 2021, the actual amount received from the LTI tranche 2023 by Dr. Andreas Hoerning is distributed equally across the maximum remunerations of the financial years during the performance period (2023-2025). Accordingly, compliance with the maximum remuneration for Dr. Andreas Hoerning in the financial year 2025 can only be reported after the completion of the LTI tranche 2023 (i.e., after the exercise of all VPSO).
2. Remuneration of former members of the Management Board
In 2025, there was no remuneration awarded and due in accordance with Section 162 paragraph 1 sentence 1 AktG for former members of the Management Board.
III. Remuneration of the members of the Supervisory Board
A. Remuneration system in the financial year 2025
The remuneration of the members of the Supervisory Board consists essentially of a fixed remuneration and remuneration for participating in one or more committees of the Supervisory Board. In addition, the company reimburses the members of the Supervisory Board for reasonable expenses incurred in the exercise of their Supervisory Board mandate, as well as any value-added tax payable on their remuneration and expenses (where applicable). Furthermore, the members of the Supervisory Board are included in a directors' and officers' liability insurance maintained by the company in an appropriate amount in the interest of the company. The design of the remuneration for the members of the Supervisory Board is intended to help attract and retain suitably qualified members for the Supervisory Board.
Members of the Supervisory Board receive a fixed remuneration of EUR 25,000, payable at the end of each financial year. The higher time commitment of the Chairman and Deputy Chairman of the Supervisory Board, as well as the Chairman and members of committees, is appropriately taken into account, thus also complying with Recommendation G.17 of the GCGC. The Chairman of the Supervisory Board receives a fixed basic remuneration of EUR 40,000 for the respective financial year of the company, and his deputy receives a fixed basic remuneration of EUR 30,000. For serving on the Audit Committee of the Supervisory Board, the Chairman of the Audit Committee receives an additional EUR 20,000, and each other member of the Audit Committee receives an additional EUR 10,000 for the respective financial year. For serving on the Remuneration Committee of the Supervisory Board, the Chair of the Remuneration Committee receives EUR 15,000, and each other member of the Remuneration Committee receives an additional EUR 7,500. For serving on the Nomination Committee, the Chair of the Nomination Committee receives EUR 5,000, and each other member receives an additional EUR 3,000.
In summary, the remuneration of the Supervisory Board for the various roles and committee memberships can be found in the following table:
Remuneration of the Supervisory Board (in € thousand)
| Fixed remuneration | Audit Committee | Committee remuneration | Nomination Committee | |
|---|---|---|---|---|
| Chair | 40.0 | 20.0 | 15.0 | 5.0 |
| Deputy Chair | 30.0 | - | - | - |
| Member | 25.0 | 10.0 | 7.5 | 3.0 |
B. Remuneration level in the financial year 2025
The following remunerations represent the remuneration awarded and due in accordance with Section 162 paragraph 1 sentence 1 AktG in the financial year 2025. The remuneration awarded and due includes, according to the vesting logic, the remuneration attributable to the Supervisory Board activity in the financial year 2025, even if it is only paid out in 2026.
Remuneration awarded and due in accordance with Section 162 AktG
| Fixed remuneration | Committee remuneration | Remuneration awarded and due | ||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||
| in € thousand | in % | in € thousand | in € thousand | in % | in € thousand | in € thousand | in € thousand | |
| Christoph Barchowitz (Chair) | 40.0 | 76.2% | 40.0 | 12.5 | 23.8% | 12.5 | 52.5 | 52.5 |
| Dr. Antonella Mei-Pschtler (Deputy Chair) | 30.0 | 62.5% | 30.0 | 18.0 | 37.5% | 18.0 | 48.0 | 48.0 |
| Aymeric Chaumet (since June 19, 2024) | 25.0 | 71.4% | 13.4 | 10.0 | 28.6% | 5.4 | 35.0 | 18.7 |
| Michael Hoffmann | 25.0 | 45.0% | 25.0 | 30.5 | 55.0% | 29.1 | 55.5 | 54.1 |
| Susanne Samwer | 25.0 | 71.4% | 25.0 | 10.0 | 28.6% | 10.0 | 35.0 | 35.0 |
| Mareike Wächter (until June 19, 2024) | 0.0 | - | 11.7 | 0.0 | - | 6.1 | 0.0 | 17.8 |
| 145.0 | 64.2% | 145.1 | 81.0 | 35.8% | 81.0 | 226.0 | 226.1 |
IV. Comparative presentation of Management Board and Supervisory Board remuneration
The following table presents the annual development of the remuneration of active and former members of the Management Board and Supervisory Board, the earnings performance of Westwing, and the remuneration of the workforce in comparison. Only individuals who received awarded and due remuneration in 2025 are considered. For consistency reasons, the remuneration development of Management Board and Supervisory Board members for 2021/2022 and 2022/2023 continues to be based on the logic of remuneration awarded and due as used in previous publications. For the remuneration development as of 2023/2024, the remuneration awarded and due will be based on the principle of vested remuneration.
The earnings development of Westwing is presented based on the key financial figure "revenue" of Westwing Group SE. However, a comparison with the earnings development of Westwing Group SE is not meaningful as it is a pure holding company. For this reason, the "net income" as well as the "adjusted EBITDA margin" of the Westwing Group is also presented.
For the remuneration of the workforce, the average remuneration of employees in Germany (excluding trainees and interns) in the Westwing Group is used as a reference. To ensure comparability, the remuneration of part-time workers was extrapolated to full-time equivalents. The average remuneration of the workforce fell by $2.1\%$ compared to fiscal year 2024. The decline was mainly attributable to a structural shift in the workforce composition towards a higher proportion of employees in entry-level and mid-level roles, including an increased share of store employees.
| Comparative presentation (remuneration in € thousand) | 2025 | 2024 | Change 2025/2024 | Change 2024/2023 | Change 2023/2022 | Change 2022/2021 | |
|---|---|---|---|---|---|---|---|
| Active members of the Management Board | |||||||
| Dr. Andreas Hoeming | 628.2 | 600.1 | 4.7% | -1.8% | 125.8% | - | |
| Sebastian Westrich from August 1, 2023 | 384.9 | 358.6 | 7.3% | 138.2% | - | - | |
| Former members of the Management Board | |||||||
| Members of the Supervisory Board | |||||||
| Christoph Barchewitz | 52.5 | 52.5 | 0.0% | 0.0% | 13.4% | -7.4% | |
| Dr. Antonella Mei-Pochter | 48.0 | 48.0 | 0.0% | 0.0% | 56.2% | 0.0% | |
| Aymeric Chaumet from June 19, 2024 | 35.0 | 18.7 | 86.7% | - | - | - | |
| Michael Hoffmann | 55.5 | 54.1 | 2.6% | 3.0% | 16.7% | - | |
| Susanne Samwer | 35.0 | 35.0 | 0.0% | 0.0% | - | - | |
| Mareike Wächter until June 19, 2024 | 0.0 | 17.8 | - | -53.2% | 192.0% | ||
| Earnings development | |||||||
| Net income (in € million) (Westwing Group SE) | 29.1 | -5.0 | -682.0% | 58.3% | 61.6% | -307.8% | |
| Adjusted EBITDA margin (Westwing Group SE) | 9.8% | 5.4% | 81.5% | 31.7% | 510.0% | -113.0% | |
| Revenue (in € million) (Westwing Group SE) | 449.2 | 444.3 | 1.1% | 3.7% | -0.5% | -28.6% | |
| Remuneration of the workforce | |||||||
| Average remuneration | 57.3 | 58.5 | -2.1% | -1.0% | -7.2% | 5.0% | |
| Highest Paid Ratio1 | |||||||
| Ratio of CEO to workforce remuneration | 10.96 | 10.26 | 6.9% | -0.8% | - | - |
1 Due to limited comparability, the highest paid ration can only be shown for the years 2023 to 2025.
V. Outlook for financial year 2026 from a remuneration perspective
The Remuneration Report for the financial year 2025 was jointly prepared by the Management Board and the Supervisory Board in the first quarter of 2026 and audited by the auditor. The Remuneration Report will be submitted to the Annual General Meeting for the financial year 2025 for approval, which is scheduled for June 9, 2026.
In addition, an updated remuneration system for the remuneration of the Supervisory Board members will be submitted to the ordinary General Annual Meeting in 2026 for approval.
In the financial year 2026, the Remuneration System 2023 will apply to both Management Board members, resulting in a consistent remuneration framework.
18
19
Report of the independent auditor on the formal audit of the remuneration report pursuant to § 162 Abs. 3 AktG
To Westwing Group SE, Berlin
Opinion
We have formally audited the remuneration report of the Westwing Group SE, Berlin, for the financial year from January 1, 2025 to December 31, 2025 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 (09.2023)). 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 Management Standard: Requirements to quality management for audit firms [IDW Qualitätsmanagementstandard - IDW QMS 1 (09.2022)]. 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 (i.e., fraudulent financial reporting and misappropriation of assets) 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.
Munich, March 25, 2026
PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft
Michael Popp
Wirtschaftsprüfer
(German Public Auditor)
ppa. Lars Eschbach
Wirtschaftsprüfer
(German Public Auditor)