Compensation report (Compensation report)

Compensation report

Allreal Annual Report 2025

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Statutory Financial Statements of Allreal Holding AG Additional information

‌Compensation report

Dear shareholders

It is important to us that the presentation of Allreal Group's remuneration policy is transparent and easy to understand. Our remuneration system aims to reconcile the long-term interests of the company with those of its shareholders. We guarantee performance-based, transparent remuneration that is in line with the market, allowing us to attract the right managers and employees and tie their performance to the long-term success of the company.

This compensation report provides a comprehensive overview of Allreal's remuneration system, as well as the effective remuneration paid to the Board of Directors and Group Management in the reporting year. We also disclose the principles according to which the remuneration is determined and show how they contribute to the long-term development of the Group. Our remuneration system is based on clear targets that are linked to Allreal's strategic priorities and operating profit, taking into account environmental, social and governance aspects.

The regulatory environment and expectations of society are constantly changing, including in relation to remuneration. Having a direct dialogue with all stakeholder groups is therefore important to us. We maintain an open and continuous dialogue with them so that we can identify expectations at an early stage. Feedback from the annual general meeting, roadshows and discussions with shareholders and proxy advisers directly influences the further development of the remuneration system. This ensures that our remuneration policy is not just lawful, but also transparent, sustainable and geared towards long-term value creation.

This year, our work again focused on continuous renewal and succession planning for the Board of Directors. This process was initiated three years ago and has already been successful with the election of Anja Wyden Guelpa in 2022 and Sandra Berberat Kecerski in 2025. As Ralph-Thomas Honegger and Peter Spuhler will not be standing for re-election at the 2026 annual general meeting, the Board of Directors will propose the election of two new Board members at the meeting. Ensuring that the composition of the Board of Directors is balanced whilst at the same time maintaining continuity will remain one of the key tasks of the committee and the Board in the coming years.

On behalf of the Nomination and Compensation Committee, I would like to thank you for your support and the trust you have placed in us.

Andrea Sieber

Chair of the Nomination and Compensation Committee

Introduction and principles

The compensation report of Allreal Holding AG contains information on the remuneration paid to members of the Board of Directors and Group Management in the reporting period. The compensation report is in accordance with the following regulations and guidelines:

• Swiss Code of Obligations (CO)

• Corporate Governance Directive (DCG) issued by SIX Exchange Regulation AG

• Articles of association of Allreal Holding AG

The company's articles of association can be found on the Allreal website: allreal.ch/en/investors-and-media/download-centre

The remuneration system in place for members of the Board of Directors and Group Management is designed to achieve sustainable business success with corporate leadership which takes a long-term view, supported by a competitive, performance-based remuneration policy based on the following principles:

Principles of the remuneration system

The level of variable remuneration is dependent on meeting challenging financial and qualitative targets.

Upper and lower limits apply for the maximum degree to which these targets can be achieved.

Disclosure in respect of remuneration takes into account the company's internal and external expectations, conforms to best practice and the practices of good corporate governance.

The remuneration system encourages the sustainable achievement of the strategic corporate goals and allows to attract talented individuals and retain them over the long term.

The Nomination and Compensation Committee periodically reviews the remuneration paid to the Board of Directors and Group Management. This includes regular benchmarking analysis of the remuneration for similar roles in other listed companies of a comparable size (market capitalisation, sales, number of employees). This was last conducted in 2023 using external experts as part of the comprehensive overhaul and formed the basis of the implementation of the current remuneration system that was first applied in the 2024 reporting year. The insights gained and feedback received since then show that we are on the right track.

1. Responsibilities and procedures for determining remuneration
   1. Responsibilities of the annual general meeting

      In accordance with the company's articles of association, shareholders approved the maximum possible remuneration paid to the Board of Directors and Group Management separately at the annual general meeting as follows:

      1. total fixed remuneration to be paid to the Board of Directors for the period until the next annual general meeting;

      2. total fixed remuneration to be paid to Group Management for the financial year following the time of the annual general meeting and

      3. total variable remuneration to be paid to Group Management for the financial year following the time of the annual general meeting.

      The vote passed at the annual general meeting is binding. The annual general meeting also holds a consultative vote on this compensation report. Other rules can be found in Art. 17 of the company's articles of association.

   2. Responsibilities of the Board of Directors

      The Board of Directors makes the final decision on appointing and dismissing members of Group Management and the key terms of their employment contracts, as well as defining the annual targets for Group Management and assessing the degree to which they have been met at the end of the year. On that basis, it determines the exact level of short-term variable remuneration and the long-term variable remuneration to be paid out in the form of performance share units (PSUs). The Board of Directors budgets the maximum remuneration to be requested for Group Management for the next financial year in advance of each annual general meeting.

      It ensures forward-looking succession planning in line with the required skills and submits proposals to the annual general meeting for the appointment of existing and new members to the Board of Directors as well as of the Chair and the members of the Nomination and Compensation Committee. It proposes to the annual general meeting the remuneration to be approved for the coming year of office.

      The Board of Directors submits yearly to the annual general meeting a compensation report detailing the remuneration paid to the Board of Directors and Group Management.

      Activities and vested interests outside Allreal

      As of the reporting date, 31 December 2025, the functions of the members of the Board of Directors in other companies are as follows:

      Member of the Board of Directors	Company name	Position held	31.12.2025	31.12.2024
      Ralph-Thomas Honegger, Dr. rer. pol.	Ricola Personalstiftung, Laufen	Member of the Investment Committee	X	X
      Andrea Sieber, lic. iur. HSG, LL. M.	SoftwareOne Holding AG, Stans	Member of the Board of Directors and Chair of the NCC	X	X
      	Calida Holding AG, Oberkirch	Member of the Board of Directors, Member of the NCC Member of the Audit & Risk Committee	X
      	PCS Holding AG, Frauenfeld	Member of the Board of Directors	X
      	Inergies Capital AG, Wollerau	Member of the Board of Directors	X	X
      	Global-e CH AG, Baar, and Borderfree PayCO Switzerland GmbH, Baar1	Member of the Board of Directors and Managing Director	X	X
      	JJF-Gemma Capital AG, Küsnacht	Chair of the Board of Directors		X
      Peter Spuhler	Stadler Rail AG, Bussnang	Chair of the Board of Directors	X	X
      	Group companies of Stadler Rail (five)	Member of governing bodies	X	X
      	Rieter Holding AG, Winterthur	Member of the Board of Directors	X	X
      	Robert Bosch GmbH (Stiftung), Stuttgart (DE)	Member of the Supervisory Board	X	X
      	Aebi Schmidt Holding AG, Frauenfeld	Chair of the Board of Directors		X
      	Aebi Schmidt Holding AG, Frauenfeld	Member of the Board of Directors	X
      	Rana Aps AG, Warth-Weiningen	Chair of the Board of Directors	X	X
      	DSH Holding AG, Warth-Weiningen	Vice-chair	X	X
      	European Loc Pool AG, Frauenfeld	Member of the Board of Directors	X	X
      	Sönmez Transformer Company (STS), Dilovasi (TR)	Member of the Board of Directors	X	X
      	Florhof Immobilien AG, Zurich	Member of the Board of Directors	X	X
      	Chesa Sül Spelm AG, Frauenfeld	Member of the Board of Directors	X	X
      	Tele D, Diessenhofen	Member of the Board of Trustees	X	X
      	PMT Management AG, Frauenfeld	Member of the Board of Directors	X	X
      	Wohnpark Promenade AG, Frauenfeld	Member of the Board of Directors	X	X
      	PCS Holding AG, Frauenfeld	Chair of the Board of Directors	X	X
      Thomas Stenz,	AAC Consulting AG, Zurich	Chair of the Board of Directors	X	X
      Swiss-certified.	Controva AG, Zurich	Chair of the Board of Directors	X	X
      accountant / auditor	Capvis AG, Baar	Member of the Board of Directors	X	X
      	Fédération Internationale de Ski, Oberhofen	Chair of the Audit Committee	X
      Philipp Gmür,	Kuoni and Hugentobler Foundation, Stans	Member of the Board of Trustees	X	X
      Lawyer, Dr. iur., LL. M.	Kursaal Casino AG, Lucerne	Chair of the Board of Directors	X	X
      	Grand Casino Luzern AG, Lucerne	Chair of the Board of Directors	X	X
      	Casino Online AG, Lucerne	Chair of the Board of Directors	X	X
      	Museum Rosengart Foundation, Lucerne	Member of the Board of Trustees	X	X
      	Parkhaus Casino-Palace AG, Lucerne	Chair of the Board of Directors	X
      	CONCORDIA Gruppe, Lucerne	Member of the Board of Directors	X
      	Hotel Cascade AG, Lucerne	Member of the Board of Directors	X
      Jürg Stöckli,	Gashi Bodenbeläge AG, Dietlikon	Chair of the Board of Directors	X	X
      Lawyer, lic. iur.,	Genossenschaft Migros Aare, Moosseedorf	Chair of the Board of Directors	X
      Executive MBA HSG	Fore Immobilien AG, Zug	Chair of the Board of Directors	X	X
      	Swiss Mobiliar Cooperative, Bern	Member of the Board of Directors	X	X
      	Erne Gruppe, Laufenburg	Member of the Board of Directors	X	X
      	Merbag Holding AG, Baar	Member of the Board of Directors	X	X
      	Schulthess Maschinen AG, Cham	Member of the Board of Directors	X	X
      	Tibits AG, Zurich	Member of the Board of Directors		X
      	Markstein AG, Baden	Member of the Board of Directors	X	X
      	Garaio REM AG, Bern	Member of the Board of Directors	X	X
      	Namlha Real Estate AG, Zurich	Chair of the Board of Directors	X	X

      Member of the Company name Position held 31.12.2025 31.12.2024

      Board of Directors

      Sandra Berberat Kecerski2, eidg. Dipl. Wirtschaftsprüferin Executive MBA HSG

      Member of the Board of Directors,

      Zürcher Kantonalbank, Zurich Chair of the Audit Committee X Goldenberg Immobilien GmbH, Kefikon, und Win-

      terthurer Bau & Immobilien GmbH, Winterthur Managing Partner X EXPERTsuisse, Zurich Member of the Board Committee X Rychenberg Consulting GmbH, Kefikon Owner X

      Stiftung für Kleinsiedlungen Winterthur, Winterthur Member of the Board of Trustees X

      Anja Wyden Guelpa, MA in Politics /

      Cantonal Bank of Valais, Sitten Member of the Board of Directors X X

      M. Sc. in Public Management Swiss Mobiliar Cooperative, Bern Member of the Board of Directors X X

      1. The two companies are part of the same group

      2. Member of the Board of Directors since the 2025 AGM

   3. Responsibilities of the Nomination and Compensation Committee

      The Nomination and Compensation Committee prepares all Board matters related to remuneration, as well as recruitment and succession planning for members of the Board of Directors and Group Management, and submits the resulting proposals to the Board of Directors. The tasks and responsibilities of the Nomination and Compensation Committee are set out in separate regulations and described in detail in the corporate governance report (see pages 96 to 118).

      The Committee meets at the invitation of the Chair or the request of a member and as often as business requires, but at least twice a year. The Chair reports to the Board of Directors on the activities of the Committee when the Board next meets.

      As part of the remuneration assessment, a regular comparison is made with the remuneration at listed competitors within the same sector. The proposals of the Nomination and Compensation Committee for the remuneration paid to the members of the Board of Directors and Group Management are addressed at meetings of the Board of Directors at which the members of Group Management are not present, except for the CEO. Thus, they have neither the right to attend nor to be heard, with the exception of the attendance of the CEO in relation to the remuneration proposals for the other members of Group Management.

      The annual general meeting of 25 April 2025 appointed Andrea Sieber (Chair), Philipp Gmür (member) and Peter Spuhler (member) to the Nomination and Compensation Committee.

   4. Gender balance on the Board of Directors and in Group Management The Board of Directors consists of eight members in total. Three of those members are female (corresponding to a proportion of women of 37.5%).

      There is currently no female representation in Group Management. There are, however, no vacancies in Group Management at the moment. When recruiting and promoting members, including middle management, female candidates are to be preferred in cases where there are male and female candidates who are equally qualified for the post, in line with gender diversity policy. The relevant targets are to be defined as early as the recruitment and evaluation process and actively pursued.

      As part of the sustainability strategy 2025-2028, new targets were defined, including increasing the share of women on the Board of Directors to over 30%, in Group Management to 20% and in senior management to over 30%. The Board of Directors and Group Management are aware of the importance of diversity and going forward will intensify their commitment to further improving it at Allreal.

2. Remuneration system
   1. Articles of association provisions

      Art. 30 to 33 of the articles of association of Allreal Holding AG govern the principles and structure of remuneration. They provide that Members of the Board of Directors may receive fixed remuneration in cash and/or equity securities, convertible and warrant bonds or other rights related to the company's equity securities. There are no plans for the Board of Directors to receive results and performance-based variable remuneration.

      The articles stipulate that members of Group Management may, in addition to fixed remuneration, also receive results-based and performance-based cash remuneration, equity securities, convertible and warrant bonds or other rights related to the company's equity securities. The level of remuneration is based on the qualitative and quantitative targets and parameters set by the Board of Directors.

      Members of Group Management appointed after the total fixed remuneration for the current year has been approved by the annual general meeting are entitled to an additional amount. In the case of a new CEO or CFO, this must be no more than 20% above the share accounted for by the former CEO or CFO of the maximum amount of remuneration approved by the annual general meeting for members of Group Management (adjusted for inflation). In the case of other new members of Group Management, this must be no more than 20% above the average total remuneration paid to a member of Group Management for the relevant financial year. The average total remuneration paid to a member of Group Management corresponds to the maximum total amount approved for members of Group Management after deducting the share of this taken by the CEO and CFO, divided by the number of members of Group Management (not including the CEO and CFO) on the day the amount is approved by the annual general meeting. This additional amount must not exceed 50% of the approved total remuneration (adjusted for inflation) for Group Management.

      The articles of association do not contain any special rules regarding loans, credits and pension benefits granted to members of the Board of Directors and Group Management.

   2. Remuneration paid to the members of the Board of Directors

      The members of the Board of Directors receive fixed remuneration for their work. The remuneration takes account of the claims made on the individual members and their responsibilities, does not include any performance components and, accordingly, is not tied to company targets. No further remuneration (notably lumpsum expense allowances) is paid to the Board of Directors. The fee is currently paid to members once a year on completing their year of office, i.e. after the annual general meeting following the year of office.

      For the year of office following the 2025 annual general meeting, the total fee is composed of basic remuneration and committee remuneration, which is standardised for all three committees (see corporate governance report) and slightly higher for the Chair. The Chair of the Board of Directors does not receive any committee fees. These are included in their basic remuneration as a lump sum.

      The remuneration is regularly reviewed and compared with that of listed competitors. The current rates are as follows:

      Function	CHF thousand
      Basic remuneration per member:
      Chair of the Board of Directors	240
      Vice Chair of the Board of Directors	120
      Member of the Board of Directors	100

      Committee remuneration (standardised for all committees):

      Chair 40

      Member 30

      In each case, the fee compensates the period of office between the two annual general meetings.

      70% of the remuneration paid to the Board of Directors will be paid out in cash and, to support the company's long-term sustainability strategy, 30% in the form of company shares. The shares are subject to a three-year lock-up period and cannot be sold during this time. The shares are currently paid out / allotted on completion of each period of office, i.e. after the annual general meeting that concludes the preceding year of office. The allotment value corresponds to the volume-weighted average share price over the first ten trading days after the annual general meeting.

      Members of the Board of Directors are not allowed to sell any allotted shares -even after the three-year lock-up period has expired - unless they own and hold shares at least equivalent to their basic remuneration. The three-year lock-up period remains in effect, including for members of the Board of Directors who have stepped down. However, the provision relating to the minimum ownership ceases to apply when a Board member steps down, i.e. members who have stepped down are entitled to sell shares that are no longer subject to the lock-up period.

      In the event of material deliberate or criminal action, fraud, wrongdoing or a serious violation of internal regulations or other harm inflicted on the company, the company has the right to reclaim all or some of the shares transferred or an equivalent amount in cash up to the third anniversary of the allotment (clawback).

      The maximum remuneration paid to the Board of Directors for the following period of office is approved in advance at each annual general meeting.

      The amounts paid out and shares allotted this reporting year relate to the previous year of office (i.e. the period between the 2024 and 2025 annual general meetings). The level of remuneration paid to members of the Board of Directors can be found in chapter 3.1.

   3. Remuneration paid to the members of Group Management

      allreal

      
      
      

      Employees

      
      
      

      To enable participation in

      success and adding value

The remuneration system for Group Management is described below. It has the following overarching objectives:

Members of Group Management receive fixed remuneration and performance-based variable remuneration. The variable remuneration consists of a short-term (STI) and long-term incentive (LTI) component.

The maximum possible fixed and variable remuneration is requested in advance of each annual general meeting for the financial year following the time of the annual general meeting.

Fixed remuneration

The fixed remuneration consists of a fixed annual salary which is paid in cash in monthly instalments. The annual salary is dependent on the tasks and responsibilities, experience and proven track record of the respective member of Group Management. The annual salary is determined on joining the company or on being appointed to Group Management. It is reviewed annually by the Board of Directors and adjusted if necessary. It is based on salary levels in the Swiss real estate sector and comparable listed companies.

In addition to the fixed annual salary, each member of Group Management receives a lump-sum expense allowance, as well as the employer's occupational pension contributions. The employer's statutory and regulatory social insurance and occupational pension contributions are deducted from the annual salary.

Performance-based variable remuneration Individual target bonus

An individual target bonus forms the basis of the performance-based variable remuneration as absolute amount in Swiss francs. The Board of Directors annually reviews the individual performance bonuses paid to the members of Group Management in advance and, at its discretion, may make prospective adjustments (in compliance with employment law). This amount is set for each member of Group Management based on their position, role and responsibility, and fixed basic salary. The Board of Directors set the annual individual target bonus paid to each member of Group Management bar the CEO in the reporting year at 50% of their

fixed annual salary; a target bonus of 80% of the fixed annual salary applies to the CEO.

The individual target bonus represents a non-binding target amount and cannot be regarded or construed as a legal entitlement to a payment of this or another amount. To calculate the effective variable compensation, it is multiplied by a group factor, which measures the performance in the reporting year.

Annual performance

Only group targets are taken into account when measuring the performance. Not taking individual targets into account allows the focus to be placed on the overarching goals and priorities of Allreal Group and promotes close cooperation between the divisions for shared success.

For variable remuneration, measurement of the annual performance of all members of Group Management is based on a uniform group factor (a percentage) set annually by the Board of Directors based on the degree to which the targets defined have been met.

The group factor is formed by adding

• a financing factor which shows the net profit for the reporting year (excl. revaluation gains; actual vs. budgeted),

• to a quality factor which defines qualitative targets and is heavily based on the dimensions of sustainability (ESG).

  The financing factor ranges between 0 and 150%. The quality factor is aggregated to the financing factor in a spectrum of +/- 20%, resulting in the group factor for the respective financial year.

  Thus, the group factor amounts to a minimum of 0 and a maximum of 170%. It is multiplied with the individual target bonus and in that way determines the variable remuneration paid to each member of Group Management. Variable remuneration can therefore fall to 0 or amount to a maximum of 170% of the individual target bonus (cap).

  Calculation of group factor

  +

  Financing factor

  (0 to 150%)

× =

The extent to which the targets have been achieved for the financing and quality factor in the reporting year has been defined by the Board of Directors as follows:

Target value/criterion Financing factor Net profit excl. revaluation gains (actual vs. budgeted) Quality factors Environment target: CO2 reduction path

Social target: Employee satisfaction and corporate

culture Governance target: Corporate development (in particular,

establishment of an investment vehicle for development projects for third

parties) Balance sheet target: Loan-to-value

The financing factor cap was set at 150% and the floor at 50% for the reporting year, unless the Group were to achieve a negative annual result, in which case it would be 0.

• The 50% floor relates to achieving the target of budgeted net profit excl. revaluation gains of 70%.

• The 150% cap relates to achieving the target of budgeted net profit excl. revaluation gains of 130%.

Intermediate values are calculated proportionally along the curve defined by these key aspects.

Weighting of the short-term vs long-term incentive

The percentage weighting of the LTI within variable remuneration ensures the long-term, sustainable achievement of targets. 70% of the annual effective variable remuneration determined on the basis of the aforementioned principles is paid out in cash (STI), while 30% is deferred over three years in a long-term plan (LTI) and converted into performance share units (PSUs). As a share-based plan, this follows best practice among listed Swiss companies and brings the interests of Group Management into line with those of shareholders in the long term. The conversion of the 30% of variable remuneration into PSUs is based on the volume-weighted average Allreal share price over the first ten trading days after the variable remuneration has been paid out in cash (STI) on the payday following the annual general meeting.

Performance factor

(0 to 2)

Effective long-term variable remuneration in shares after three years

Variable compensation

× =

es)

PSUs represent prospective share entitlements and are dependent on the performance of the company's share price during the three-year performance period. Provided that the targets are met, each PSU granted will be converted into 0 to 2 shares at the end of the vesting period. The achievement of the earnings per share (EPS) target relating to the net profit per share excl. revaluation effect is determined by means of a curve defined on the allotment date with a floor, target and ceiling. Targets are set and performance is measured on the basis of an average of the EPS values over the three financial years of the respective performance period. The annual EPS in Swiss francs (CHF) is determined when the annual results are available and audited externally.

Performance share units

200%

Performance factor

100% 0%

Performance floor

Target

Performance ceiling

3-year EPS average (CHF)

The performance factor - which can vary between 0 and 200% - is determined by a comparison between the three-year EPS average in the "actual" and the three-year EPS average in the "target". Multiplying the performance factor by the allotted PSUs results in the number of shares, rounded up the next number of whole shares.

Clawback clause

In addition, the long-term variable remuneration has a clawback clause. This enables the Board of Directors to reclaim all or some of the shares transferred or an equivalent amount in cash up to the third anniversary of the respective vesting date at their own discretion in the event of material changes in the financial reporting, deliberate criminal action, fraud, wrongdoing, a serious violation of internal regulations or other harm inflicted on the company or its subsidiaries. The clawback clause will apply for the allotment of PSUs from the 2025 financial year.

Minimum shareholding

Any member of Group Management whose employment relationship has not been terminated may sell available shares for the first time if the total holding exceeds the defined equivalent value of an annual fixed basic salary ("minimum sharehold-ing"). For the CEO, the minimum shareholding is 130% of the fixed basic salary.

Activities and vested interests outside Allreal Group

As of the reporting date, 31 December 2025, the functions of the members of Group Management in other companies are as follows:

1. 1. Adjustments made in the reporting period

      No adjustments were made to the remuneration system in the reporting period.

2. Remuneration for the year of office 2025/2026 or 2025 financial year
   1. ‌Remuneration paid to the members of the Board of Directors

      Members of the Board of Directors receive fixed remuneration per year in office. Each member's year in office lasts from one annual general meeting until the next.

      Members of the Board of Directors will receive remuneration totalling CHF 1,260,000 for the year in office between the 2025 and 2026 annual general meetings (previous year: CHF 1,260,000), divided up as follows:

      Name Title

      IC NCC ARC

      TCHF 2025/26

      TCHF 2024/25

      Ralph-Thomas Honegger (Chair)	M			240	240
      Andrea Sieber (Vice Chair)		C		160	160
      Philipp Gmür1	M	M	M	190	160
      Peter Spuhler		M		130	130
      Olivier Steimer2	M		M	0	160
      Thomas Stenz			C	140	140
      Jürg Stöckli	C			140	140
      Anja Wyden Guelpa	M			130	130
      Sandra Berberat Kecerski3			M	130	0
      Total remuneration				1260	1260

      1. Member of IC since 2025 AGM

      2. Member of the Board of Directors, ARC and IC until 2025 AGM

      3. Member of the Board of Directors and ARC from the 2025 AGM

      Amounts including social insurance contributions

      IC = Investment Committee, NCC = Nomination and Compensation Committee, ARC = Audit and Risk Committee C = Chair, M = Member

      The remuneration paid for the year of office between the 2025 and 2026 annual general meetings includes basic remuneration of CHF 240,000 for the Chair of the Board of Directors, CHF 120,000 for the Vice Chair and CHF 100,000 for each full member. The distribution amounts to CHF 40,000 for each chair and CHF 30,000 for each committee member. The Chair of the Board of Directors does not receive any committee fees. Remuneration will be paid to the Board of Directors following the 2026 annual general meeting, with 70% being paid out in cash and 30% in company shares that will be subject to a three-year lock-up period.

   2. Remuneration paid to the members of Group Management

      The variable remuneration paid to members of Group Management for the 2025 financial year is based on an individual target bonus which is multiplied by the group factor. The annual individual target bonus paid to each member of Group Management bar the CEO in the reporting year amounted to 50% of their fixed annual salary; in the case of the CEO, it was 80%.

      The extent to which the targets have been achieved for the financing and quality factor in the reporting year was as follows:

      Environment target

      CO2 reduction path

-20

0

20

17%

Target value/criterion Weighting Degree of target achievement (%)

0

100 150

106.5%

0

100 170

115%

-20

0

20

17%

-20

0

20

0%

-20

0

20

0%

This results in a group factor of 115% in the 2025 reporting year. It is composed of a financing factor of 106.5% and a quality factor of 8.5%.

The total remuneration paid to the members of Group Management increased by 5.6% year on year to CHF 4,057,133 (2024: CHF 3,842,447).

Here is an overview of the outstanding PSUs:

Performance

Number of

Total value at grant (CHF

Vesting level

Number of shares

Total value at vesting

Plan period (PSUs) thousand) in % of grant (vesting) (CHF)

To be

To be

To be

LTI 2024 Group Mgt 2024-2026 1 134 207 determined determined determined

To be

To be

To be

CEO 2024-2026 976 178 determined determined determined

To be

To be

To be

To be

LTI 2025 Group Mgt 2025-2027 determined 233 determined determined determined

CEO 2025-2027

To be determined 193

To be determined

To be determined

To be determined

At CHF 1,555,358, the highest total remuneration was paid to Stephan Widrig, CEO. The remuneration paid to the CEO and the other members of Group Management is broken down as follows:

1. Comparison of the remuneration paid with the remuneration approved at the annual general meeting of 19 April 2024 and 25 April 2025
   1. Fixed remuneration paid to the members of the Board of Directors

      Period

      Remuneration paid

      TCHF

      Remuneration approved

      TCHF

      25.04.2025-17.04.2026 1260 1300

   2. Fixed remuneration paid to the members of Group Management

      Period

      Remuneration paid

      TCHF

      Remuneration approved

      TCHF

      01.01.2025-31.12.2025 2637 3000

   3. Variable remuneration paid to the members of Group Management

      Remuneration paid Remuneration approved

      Period TCHF TCHF

      01.01.2025-31.12.2025 1420 2300

2. Further transactions with members of the Board of Directors and Group Management
   1. Former members

      In the reporting period and in the previous year, no loans, credits or sureties were granted directly or indirectly to former members of these bodies, nor was remuneration of any kind paid to them.

   2. Related parties

      As in the previous year, no remuneration was paid directly or indirectly at non-mar-ket rates to parties related to current or past members of the Board of Directors or Group Management.

   3. Loans and credits

      As in the previous year, in the 2025 financial year, no loans, credits or sureties were granted to members of the Board of Directors or Group Management, or to parties related to them or former members of the Board of Directors or Group Management. Accordingly, there are no receivables outstanding.

   4. Management transactions

      In the 2025 financial year, one management transaction with shares of Allreal Holding AG was registered. Details can be accessed on the website of SIX Exchange Regulation AG:

      Number of Transaction value

      Date Title Transaction shares CHF million

      10.03.2025 Member of the Board of Directors Buy 300 52

      In addition, in the reporting period, a total of 1,112 shares of Allreal Holding AG were allocated to the members of Group Management as a component of their remuneration from previous years (2024: 735 shares).

   5. Participation rights

      As of the balance sheet date of 31 December 2025, the following participation rights in Allreal Holding AG were held by current members of the Board of Directors and Group Management and parties related to the respective member, with no member of the Board of Directors holding options on such rights:

      			Value in		Value in
      		Number	TCHF	Number	TCHF
      Name	Title	of shares	2025	of shares	2024
      Ralph-Thomas Honegger	Chair of the Board of Directors	2 144	440	1 750	290
      Philipp Gmür	Member of the Board of Directors	1 762	360	1 500	248
      Peter Spuhler	Member of the Board of Directors	719 022	146 680	718 809	119 035
      Sandra Berberat Kecerski	Member of the Board of Directors	0	0	-	-
      Thomas Stenz	Member of the Board of Directors	1 880	380	1 350	224
      Jürg Stöckli	Member of the Board of Directors	848	170	600	99
      Anja Wyden Guelpa	Member of the Board of Directors	477	100	247	41
      Andrea Sieber	Member of the Board of Directors	448	90	186	31
      Stephan Widrig	CEO	379	80	10	2
      Stefan Dambacher	Member of Group Management	1 668	340	1 276	211
      Alain Paratte	Member of Group Management	2 828	580	2 477	410
      Peter Binz	Member of Group Management	1 919	391	1 919	318
      Marc Frei	Member of Group Management	0	0	0	0

      Table does not include the future restricted shares being allotted to the Board of Directors as share-based remuneration for the period between the 2025 and 2026 AGMs following the 2026 AGM.

      The shares attributable to the Board of Directors and Group Management correspond to 4.4% of the company's share capital (31.12.2024: 4.4%).

3. Proposals to the annual general meeting

In addition to the consultative vote on the compensation report, the annual general meeting of 17 April 2026 will vote on the maximum total remuneration to be paid to the Board of Directors for the period from the annual general meeting of 2026 until the annual general meeting of 2027, as well as the maximum fixed and variable remuneration to be paid to Group Management for the 2027 financial year. The relevant proposals can be found in the invitation to the annual general meeting.

Ernst & Young Ltd Maagplatz 1

P.O. Box

CH-8010 Zurich

To the General Meeting of

Allreal Holding AG, Opfikon

Phone: +41 58 286 31 11

https://www.ey.com/en ch

Zurich, 18 February 2026

Report of the statutory auditor on the audit of the compensation report Opinion

We have audited the compensation report of Allreal Holding AG (the Company) for the year ended 31 December 2025. The audit was limited to the information pursuant to Art. 734a-734f of the Swiss Code of Obligations (CO) in the tables in chapter 1.2 on pages 124 to 125 and in chapters 3 to 5 on pages 133 to 137 of the compensation report.

In our opinion, the information pursuant to Art. 734a-734f CO in the compensation report complies with Swiss law and the Company's articles of incorporation.

Basis for opinion

We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SACH). Our responsibilities under those provisions and standards are further described in the "Auditor's responsibilities for the audit of the compensation report" section of our report. We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the tables in chapter 1.2 on pages 124 to 125 and in chapters 3 to 5 on pages 133 to 137 of the compensation report, the consolidated financial statements, the statutory financial statements and our auditor's reports thereon.

Our opinion on the compensation report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the compensation report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the audited financial information in the compensation report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Board of Directors' responsibilities for the compensation report

The Board of Directors is responsible for the preparation of a compensation report in accordance with the provisions of Swiss law and the Company's articles of incorporation, and for such internal control as the Board of Directors determines is necessary to enable the preparation of a compensation report that is free from material misstatement, whether due to fraud or error. It is also responsible for designing the remuneration system and defining individual remuneration packages.

Auditor's responsibilities for the audit of the compensation report

Our objectives are to obtain reasonable assurance about whether the information pursuant to Art. 734a-734f CO is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this compensation report.

As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement in the compensation report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design 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.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made.

We communicate with the Board of Directors or its relevant committee regarding, among o

her matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Board of Directors or its relevant committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thoug ht to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

Shape the future with confidence

Ernst & Young Ltd

Tobias Meyer (Qualified Signature)

Licensed audit expert (Auditor in charge)

Silvan Ruegsegger (Qualified Signature)

Licensed audit expert