Adesso : Remuneration report of adesso SE for the financial year 2025

About this update from Adesso Se

adessoJ GROUP REMUNERATION REPORT 2025 This remuneration report compiled in accordance with Section 162 of the German Stock Corporation Act [Aktiengesetz - AktG] outlines and explains the remuneration of the past and present members of the adesso SE Executive and Supervisory Boards in financial year 2025. In order to make it easier to classify the information provided and provide a clearer overview, the main aspects of the remuneration systems in place for the Executive and Supervisory Boards in financial year 2025 are also presented. Detailed information on these systems can be found on the company's website at https://www.adesso-group.de > Investor Relations > Corporate Governance > Remuneration. Look back at the 2025 year of remuneration Resolution on the approval of the remuneration report for 2024 In financial year 2025, the Annual Shareholders' Meeting adopted a resolution on the approval of the remuneration report, prepared and audited by the Executive Board and the Supervisory Board in accordance with Section 162 AktG, for financial year 2024. The remuneration report covers the material elements of the remuneration system for the Executive Board resolved by the Annual Shareholders' Meeting on 27 May 2021 and and the remuneration system for the Supervisory Board adopted by the Annual General Meeting on 1 June 2023 and explains in detail the structure and amount of the remuneration granted and owed to the members of the Executive Board and the Supervisory Board in financial year 2024. The remuneration report was audited by the company's auditor and issued with an audit opinion. In accordance with Section 120a (4) sentence 1 AktG, the Annual Shareholders' Meeting on 3 June 2025 approved the report with a 92.42% majority of the represented share capital. Dialogue with investors, proxy advisers, and other stakeholders The Supervisory Board has taken note of feedback from investors, proxy advisers, and stakeholders and has addressed the ongoing criticism of parts of the Executive Board remuneration system in depth. In particular, this feedback relates to the deviations from the German Corporate Governance Code - which have yet to be explained and justified - as well as specific details of the Executive Board's remuneration system and the reporting on it. This applies especially to the structure of long-term incentivisation and the ESG-relevant criteria. At the Annual General Meeting, the Chairman of the Supervisory Board signalled that the remuneration system for the Executive Board would be reviewed and adjusted accordingly in due course. At present, however, the primary focus remains on strengthening the company's economic position. In the current reporting period, the Executive Board remuneration system remained largely unchanged. However, the Supervisory Board takes the criticism and suggestions seriously and is committed to improving the remuneration structures and the associated remuneration reporting in the interests of all investors and stakeholders Application of the remuneration system for the Executive Board in financial year 2025 The current system governing the remuneration of members of adesso SE's Executive Board was adopted by the Supervisory Board in accordance with Sections 87(1) and 87a(1) of the German Stock Corporation Act (AktG) and submitted to the Annual Shareholders' Meeting on 3 June 2025 for approval in accordance with Section 120a(1) of the German Stock Corporation Act (AktG). The Annual Shareholders' Meeting approved the remuneration system with an 86.85% majority of the represented share capital. Apart from a few minor adjustments, the system remains unchanged from the previous one. The adjustments relate to the new 2024/25 share option programme, which replaces the 2020 share option programme, under which no further options can be granted as of December 2024. Further changes are purely editorial. The remuneration system was applied to all members of the Executive Board in the 2025 financial year. This includes, in particular, the remuneration of Michael Knopp, who was newly appointed to the Executive Board on 15.01.2025 as the successor to Jörg Schroeder, who left adesso's Executive Board on 30.04.2025. The Supervisory Board regularly reviews the adequacy and appropriateness of the remuneration paid to members of the Executive Board to ensure it remains within the applicable scope of a market-standard yet competitive remuneration package for the members of the Executive Board. This entails a horizontal and vertical remuneration comparison. The horizontal comparison considers the amount of the target and maximum remuneration in relation to the remuneration paid by comparable listed companies in consideration of turnover, number of employees, international character and complexity. The peer group consists of IT service providers, technology companies and companies listed on the SDAX with a comparable market capitalisation are also considered. 1 The vertical comparison includes the remuneration and employment conditions of adesso SE's senior management employees as well as the managing directors of the subsidiaries in the DACH region (Germany (D), Austria (A) Switzerland (CH)) along with the staff as a whole and also considers the development over time. So far, the review has not revealed any indicators of a need for adjustment. Remuneration of members of the adesso SE Executive Board was found to continue to be in line with market standards and adequate within the company, including in terms of its development over time. The Supervisory Board has determined concrete remuneration targets for each member of the Executive Board in accordance with the remuneration system and set the performance criteria in relation to the performance-related variable pay components for financial year 2025, provided they are not directly taken from the applicable remuneration system. In the past financial year, the Supervisory Board did not make use of the options to temporarily deviate from the remuneration system in accordance with the legal requirements or adjust the achievement of targets in the presence of certain circumstances. 1 Peer Group: Allgeier SE, Basler AG, Ceconomy AG, CEWE Stiftung & Co. KGaA, BRANICKS Group AG, Drägerwerk AG & Co. KGaA, Eckert & Ziegler SE, Elmos Semiconductor SE, GFT Technologies SE, Hamborner Reit AG, Klöckner & Co SE, Kontron AG, New Work SE, PSI Software SE, SNP SE, Takkt AG. Application of the remuneration system for the Supervisory Board in financial year 2025 The new remuneration system for the Supervisory Board resolved and approved by the Annual General Meeting on 1 June 2023 with an approval rate of 99.56 % was applied unchanged in 2025, having already been used retrospectively for the full year of 2023. The current system is regulated in Article 12 of the company's Articles of Association. Remuneration of the Executive Board in financial year 2025 Overview of the structure of the remuneration system for the Executive Board Overview of the structure of the remuneration system for the Executive Board The remuneration system complies with the requirements of the German Stock Corporation Act, in particular the requirements of the Law for the implementation of the second shareholder rights directive, and is based on the recommendations of the German Corporate Governance Code. The remuneration system for adesso SE's Executive Board members is aimed at achieving sustainable and long-term corporate development. It contributes to promoting the business strategy and the long-term development of the company. adesso SE's business strategy is oriented towards shareholders' interests. The primary goal is to become one of the leading consulting and technology groups for industry-specific business processes in Europe. With this in mind, adesso SE pursues the strategy of developing growth, sound finances and profitability in a balanced ratio. To this end, the Executive Board is granted industry standard, performance-based and competitive remuneration. The remuneration consists of fixed and variable components. The fixed, performance-unrelated remuneration consists of basic salary perks and pension commitments. The performance-related components that rely on the attainment of specified measurable targets, making them variable, consists of a short-term incentive (STI) and a long-term incentive (LTI). The LTI consists of a monetary payment and the granting of stock options. Linking the short-term variable remuneration to non-financial targets while granting partially share-based long-term remuneration adequately addresses the requirement for long-term and sustainable company development. The share option programme implemented as part of the long-term remuneration also ensures consistency with the shareholders' interests. Although currently only granting of short-term variable remuneration components depends on non-financial targets, the Supervisory Board is aware of adesso SE's corporate social responsibility and will consider including further non-financial targets in the remuneration system. The target total remuneration consists of the fixed basic annual remuneration, the fringe benefits and pension commitments as well as the variable remuneration components to which the Executive Board member is entitled at 100% target achievement. General overview of the remuneration components Calculation base/parameter Performance-unrelated remuneration Fixed remuneration The fixed remuneration for members of the Executive Board is paid monthly pro rata in the form of a salary. Perks > Company car, travel costs and other expenses according to the respective tax laws and lump sums Insurance premiums for a company pension scheme in the form of a direct insurance policy or a pension fund or their gross amount (employer's contribution) in the case of an alternative personal pension scheme Half of the verified gross contributions to voluntary health and long-term nursing care insurance up to the total social security contribution to statutory health and long-term nursing care insurance exceeding the income limit for the assessment of contributions. Performance-based remuneration Short-term incentives (STI) Target attainment basis: 82 % of the adesso Group financial performance criteria: 41 % EPS, 41 % EBITDA: 18 % of the non-financial sustainability targets The Supervisory Board sets the financial targets based on the annual plan for each financial year Cap: EUR 220.0 k Long-term incentives (LTI) Target attainment basis: 62 % monetary remuneration assessed over several years: Average EBITDA target attainment in the past 3 financial years: 38 % share-based long-term remuneration (option with 4-year qualifying period): Minimum degree of attainment of the last EBITDA annual target Cap: EUR 146.1 k Other remuneration terms Maximum remuneration Limit for the maximum total remuneration granted for one financial year pursuant to Section 87(a)(1)(2)(1) AktG: Between EUR 536 k and EUR 806 k depending on the fixed remuneration granted Severance pay cap Severance payments are limited to a maximum of two annual salaries; the remuneration for the remainder of the contract period must not be exceeded. Malus and clawback terms Under the share option programme, the Supervisory Board has the option to withhold or reclaim the share-based LTI in full or temporarily where there are serious reasons for doing so. The clawback option also exists if the posting or employment relationship with the respective member of the Executive Board has already ended at the time of the claim. This does not affect the option to assert claims for compensation against the Executive Board member. Performance-unrelated remuneration components Fixed remuneration The fixed remuneration of Executive Board members is paid on a monthly basis in equal instalments and constitutes secure and predictable income for Executive Board members. At present, annual fixed remuneration is between EUR 150 k and EUR 400 k. Perks In addition to fixed remuneration, the members of the Executive Board receive certain perks in the form of non-cash compensation; these perks consist of, as a standard benefit, a company car for business and private use, travel costs and other expenses in accordance with the respective tax regulations and lump sums as well as insurance premiums for a company pension scheme in the form of a direct insurance policy or a pension fund or their gross amount (employer's contribution) in the case of an alternative personal pension scheme. In addition, Executive Board members are refunded half of the gross contributions to voluntary health and long-term nursing care insurance that have demonstrably been paid by the respective member, but no more than an amount equal to the total social security contribution in the statutory health and long-term nursing care insurance for statutorily insured persons with an income above the income threshold for the assessment of contributions.

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