Deutsche Lufthansa Ag · XETR:LHA
Deutsche Lufthansa — Non-Deal Roadshow (February 2025)
31 slides from Deutsche Lufthansa's roadshow presentation, February 2025
Slide 1: Lufthansa Group Corporate Governance
Lufthansa Group Corporate Governance Karl-Ludwig Kley, Chairman of the Supervisory Board January/February 2025 lufthansagroup.com
Slide 2: Agenda
Agenda 1 Supervisory Board and Committee Work Pages 3-13 2 Executive Board Composition and Succession Planning Pages 14-15 3 Corporate Responsibility Pages 16-19 4 Management Remuneration Pages 20-24 5 Annual General Meeting 2025 Page 25 Corporate Governance Presentation January/February 2025 Page 2
Slide 3: Lufthansa Group's Supervisory Board – Experience, diversity and independence
1 Supervisory Board and Committee Work Lufthansa Group’s Supervisory Board – Experience, diversity and independence 20 Board Members Lufthansa Supervisory Board tenure 10 Shareholder Representatives 9 9 10 Employee Representatives 2 0-3 years 4-8 years > 10 years Age Gender Nationality Professional
Slide 4: Supervisory Board nomination process
1 Supervisory Board and Committee Work Supervisory Board nomination process1 Step 1 – Definition of required profile Step 2 Step 2 Step Step 3 3 StepStep 4 4 Skills Diversity Experience Other Nomination Committee Supervisory Board • Industry • International • Work • Independence assesses presents of
Slide 5: The shareholder representatives have a broad and diverse set of qualifications
1 Supervisory Board and Committee Work The shareholder representatives have a broad and diverse set of qualifications Karl-Ludwig Kley Chairman of the Supervisory Board Born 1951, German Member since 2013 Extensive leadership and supervisory board experience Financial expert Erich Clementi Sara Henn
Slide 6: Staggered and short appointment periods ensure regular change on the Supervisory Board
1 Supervisory Board and Committee Work Staggered and short appointment periods ensure regular change on the Supervisory Board AGM 2025 AGM 2027 AGM 2026 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 Karl-Ludwig Kley1 Erich Clementi Thomas Enders Karl Gernandt Sara Hennicken Carsten Kno
Slide 7: Group of employee representatives headed by experienced chair
1 Supervisory Board and Committee Work Group of employee representatives headed by experienced chair Christine Behle Deputy Chairman of the Supervisory Board Born 1968, German Member since 2013 Deputy Chairwoman of the Federal Management Board of the union Ver.di Tim Busse Jamila Jadran Marvin Resch
Slide 8: Members' skill profiles ensure effective governance & committee work (I)
1 Supervisory Board and Committee Work Members’ skill profiles ensure effective governance & committee work (I) 1 According to the German Corporate Governance Code, based on the assessment of the shareholder representatives of the Supervisory Board. 2 According to Section 100 (5) AktG and the recomm
Slide 9: Members' skill profiles ensure effective governance & committee work (II)
1 Supervisory Board and Committee Work Members’ skill profiles ensure effective governance & committee work (II) 1 According to the German Corporate Governance Code, based on the assessment of the shareholder representatives of the Supervisory Board. 2 According to Section 100 (5) AktG and the recom
Slide 10: Committees support the work of the Supervisory Board
1 Supervisory Board and Committee Work Committees support the work of the Supervisory Board Steering and Remuneration Committee Nomination Committee Prepares the Supervisory Board’s meetings and decisions, Recommends to the Supervisory Board candidates for election among other things with regard to
Slide 11: Supervisory and Executive Board met on a regular basis also in 2024
1 Supervisory Board and Committee Work Supervisory and Executive Board met on a regular basis also in 2024 Attendance of Supervisory Board and committee meetings 2024 Supervisory Board 5 Meetings in 2024 Steering and Remuneration Committee + 4 Meetings in 2024 Audit Committee + 5 Meetings in 2024 ES
Slide 12: Regular self-evaluation is the basis for continuous improvements
1 Supervisory Board and Committee Work Regular self-evaluation is the basis for continuous improvements • The Supervisory Board conducts annual self-evaluations • All Supervisory Members provide feedback based on a detailed questionnaire • Includes a 360° feedback from the Executive Board every two
Slide 13: The Supervisory Board is actively involved in the strategy process
1 Supervisory Board and Committee Work The Supervisory Board is actively involved in the strategy process Two strategy-focused meetings: In September, the Supervisory Board discusses the strategy with the Executive Board, in December it approves the strategy and reviews the budget and the mid-term p
Slide 14: Lufthansa Group Executive Board reduced from six to five members in 2024
2 Executive Board Composition & Succession Lufthansa Group Executive Board reduced from six to five members in 2024 ▶ Supervisory Board resolved extensive restructuring of the Executive Board as of July 1st, 2024 ▶ Reduction of the Executive Board from six to five members and reorganization of areas
Slide 15: The selection of Executive Board members is guided by a comprehensive set of criteria
2 Executive Board Composition & Succession The selection of Executive Board members is guided by a comprehensive set of criteria Personal skill-set Additional criteria Aviation Professional Industry Diversity qualifications Knowledge Leadership International skills & experience management experience
Slide 16: Sustainability is an integral part of the Group's strategy and management
3 Corporate Responsibility Sustainability is an integral part of the Group’s strategy and management ESG Committee of the Supervisory Board established in January 2023 Grazia Vittadini holds direct responsibility for Corporate Responsibility on Executive Board level Sustainability KPIs are par
Slide 17: Group's emission reduction targets successfully validated by SBTi
3 Corporate Responsibility Group’s emission reduction targets successfully validated by Science Based Targets initiative (SBTi) Index LHG CO2 Emissions (not to scale) 110 Major levers for CO2 Reduction: First European airline Growth Fleet (SBTi relevance) group and second Reduction 100 SBTi Sector G
Slide 18: Lufthansa Group scores well in relevant sustainability rankings
3 Corporate Responsibility Lufthansa Group scores well in relevant sustainability rankings Lufthansa Group receives for the third year in a row an “AA” rating in 2024 - well above the industry average in the MSCI. Under the Top 3 among 21 companies in the airline industry Strong carbon emission
Slide 19: Further increased focus on cyber security
3 Corporate Responsibility Further increased focus on cyber security to protect the business, our customers, employees and shareholders Cyber Resilient Organization Major Achievements 2024 Improved external Cyber Security score (770/900)1 and Technical security Cyber defense Usability, culture and
Slide 20: AGM to resolve on changes to the Executive Board compensation system
4 Management Remuneration AGM to resolve on changes to the Executive Board compensation system ▶ Compensation system received 89.5% approval at AGM 2023 ▶ Reduction of the annual pension contribution and reallocation of the difference to variable remuneration components ▶ Annual General Meeting 2025
Slide 21: Proposed Adjustments to Pension Contributions
4 Management Remuneration Proposed Adjustments to Pension Contributions ▶ Reduction of the annual pension contribution to 30 % of base salary (currently approx. 52 %) ▶ Reallocation of the difference completely to variable remuneration components to emphasize the pay for performance approach ▶ Reall
Slide 22: Short-Term Incentive considers financial and non-financial targets
4 Management Remuneration Short-Term Incentive (STI) considers financial and non-financial targets as well as individual performance Annual Bonus x Annual Target Achievement = Payout: Cash or Financial Targets1 + Target Non-Financial Targets1 (20%) shares Bonus (80%) Cap at 200% Overall and individu
Slide 23: Long-Term Incentive aligns interests of management and shareholders
4 Management Remuneration Long-Term Incentive (LTI) aligns interests of management and shareholders Performance Share Plan 4-year Performance Period LTI target Initial Payout: value number of Adjusted Relative TSR Non-financial targets1 Average cash or shares ROCE1 Performance1 divided by phantom x
Slide 24: Supervisory Board remuneration is fixed and based on committee work
4 Management Remuneration Supervisory Board remuneration is fixed and based on committee work ▶ Compensation system received 98.3% approval rate at AGM 2023 Compensation 2024 Compensation 2023 Committee Committee Base compensation: in € thousands Fixed activities Total Fixed activities Total Karl-
Slide 25: Format of AGM on May 6, 2025
5 AGM 2025 Format of AGM on May 6, 2025, ensures a high-quality dialogue with our shareholders Shareholders’ motions to April 21 be made accessible shall Submission of be deemed to have been shareholders’ motions Publication of March 26 made at the AGM in and nominations at least shareholder comment
Slide 26: Appendix
Appendix lufthansagroup.com
Slide 27: Executive Board Remuneration System – Pension
Appendix Executive Board Remuneration System – Pension Pension scheme Base Salary Plan type • Defined contribution plan + Contribution • Fixed annual amount Short-Term Incentive (STI) = Investment concept • Investment of contributions via the Lufthansa Pension Trust Target Cash Compensation Retireme
Slide 28: Executive Board Remuneration System – End-of-service benefits
Appendix Executive Board Remuneration System – End-of-service benefits In accordance with the recommendation of the German Corporate Governance Code (Code), no more than Termination by mutual the value of the entitlements for the remainder of the contract and maximum two years’ compensation consent
Slide 29: Executive Board Remuneration System – Other contractual terms
Appendix Executive Board Remuneration System – Other contractual terms • Company car incl. driver Fringe benefits • Industry standard flight allowances for private air travel • Insurance premiums • Obligation to invest in Lufthansa shares over a period of 4 years CEO: 200% of base salary Share Own
Slide 30: Capital Authorizations
Appendix Capital Authorizations Exclusion of Nominal Date of Expiry of Purpose Contribution Subscription amount authorization authorization rights Authorized In cash or EUR 1,000m General purposes May 7, 2024 May 6, 2029 Capital A in kind ~32.6% of share capital Contribution in cash: max. 10% of sha
Slide 31: Auditor and auditors' fees
Appendix Auditor and auditors’ fees Auditor for FY 2024 Ernst & Young (since 2020) Joerg Boesser (responsible for the Lead auditors engagement, since 2022) Dustin Jansen (since 2023) The auditing services mainly consist of fees for auditing the consolidated financial statements, the review of the ha
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