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Remuneration reportof Klöckner & Co SE
Remuneration report 122Review of fiscal year 2025 122
Management Board remuneration 122
Supervisory Board remuneration 139
Klöckner & Co SE Annual Report 2025 121
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Overall, the 2024 remuneration system works without complicated virtual components. Together with the targets published in the remuneration report, and based on the target figures published in the Annual Report, each shareholder can understand and verify the amount of variable remuneration and the proportion accounted for by long-term targets, without elaborate calculations or detailed research. The Supervisory Board considers this transparency to be highly beneficial.
The discretionary bonus is indeed a discretionary element. However, a discretionary bonus was last granted for fiscal year 2010 and thus none was granted either under the new 2024 remuneration system or under its predecessors from 2016 and 2021. The Supervisory Board continues to regard the granting of a discretionary bonus as the exception and will only make very limited use of this option. Nevertheless, the Supervisory Board considers this discretionary element to be appropriate, particularly in view of the requirements in section G.11 of the Code. As the Code requires, this discretionary element is intended to take into consideration special situations that were not sufficiently captured in the predetermined targets (see the published rationale - "Begründung des Deutschen Corporate Governance Kodex" - on Code Recommendation G.11). The granting of such a discretionary bonus naturally requires a specific justification, which, in the event such a bonus is granted, would be disclosed transparently in detail in the remuneration report. In addition, this discretionary element is subject to a clear-cut limit as to its amount. The total bonus awarded for a fiscal year, including any discretionary bonus, may thus not exceed 200% of the target bonus (cap, see below).
In light of the criticism that has been and continues to be raised, the dialogue with institutional investors, shareholders and proxy advisers has been continued and will also continue in the future in order to address the points of criticism and to explain in closer detail the rationale for maintaining the main features of the remuneration system.
Remuneration systems*
For a better understanding and transparency, the main features of the current 2024 remuneration system are once again presented in the following.
Brief description of the 2024 remuneration system
The 2024 remuneration system takes into account all requirements of the German Stock Corporation Act and the current Code. The 2024 remuneration system is outlined in brief below (a more detailed description of the 2024 remuneration system is available on the Company's website at HTTPS://WWW.KLOECKNER.COM/EN/ GROUP/MANAGEMENT-BOARD/REMUNERATION-SYSTEM/).
Under the 2024 remuneration system, remuneration for Management Board members consists of non-performance-related (fixed) and performance-related (variable) components.
The non-performance-related remuneration consists of the fixed salary, the retirement provision and the ancillary benefits.
Fixed salary: The fixed salary is paid in twelve equal monthly installments at the end of each month net of statutory tax and social insurance deductions. If a member of the Management Board is appointed or leaves partway through the year, the fixed salary is paid pro rata temporis.
Retirement provisions: For retirement provision, each member of the Management Board receives an annual amount not exceeding 40% of the applicable fixed salary (gross), paid either in twelve equal monthly installments (effectively as cash compensation for retirement provision) or, electively, in the form of a payment by the Company into, for example, a pension/provident fund covered by pension liability insurance.
Ancillary benefits: The contractual ancillary benefits primarily include customary additional benefits such as insurance premiums (such as accident insurance, travel/baggage insurance, liability insurance, industrial criminal legal expenses insurance and general legal expenses insurance) as well as the provision of communication devices and a company car for business and private use (potentially including driver in the case of the CEO) or alternatively a car allowance (a lump-sum compensation payment for the use of a private car instead of a company car). Ancillary benefits can vary in value from year to year for person and occasion related reasons but are limited to a maximum of 10% of the fixed salary (ancillary benefits not considered as remuneration and hence not subject to the 10% limit are, in particular, [i] the reimbursement of expenses to which Management Board members are entitled by law, [ii] inclusion in D&O insurance in the interests of the Company, although Management Board members must bear the deductible required under the German Stock Corporation Act and [iii] insurance premiums for certain group insurance policies that are not considered to be Management Board remuneration within the meaning of the German Stock Corporation Act).
In addition to the non-performance-related remuneration components, all Management Board members receive performance-related variable remuneration in the form of a bonus, the amount of which initially depends on the degree to which certain targets are achieved in a fiscal year.
Target bonus: The basis for determining the amount of the annual bonus is its target amount (target bonus). This is the bonus to which a member of the Management Board is entitled under his or her contract at 100% achievement of the specified targets. According to the degree of over- or underachievement of the specified annual targets, the annual bonus increases or decreases on a target achievement curve specified when setting the targets. If annual targets are exceeded, the bonus may therefore exceed the target bonus. However, it may not exceed 200% of the target bonus (cap). There is no guaranteed minimum target achievement; an annual bonus may therefore not be paid out at all. If a member of the Management Board is appointed or leaves partway through a year, the bonus is paid pro rata temporis.
Personal investment component (long-term incentive): Beyond the annual target achievement, the bonus also has the purpose of providing incentives for long-term and sustainable growth in the value of the Company. The targets to be set annually are already intended in themselves to promote the strategic and sustainable development of Klöckner & Co, as they shall contain targets that are derived from the multi-year and long-term strategic planning and represent milestones towards the achievement of the Company's longterm development goals (see below remuneration report under TARGETS AND TARGET REMUNERATION). In addition, the members of the Management Board must use the majority of the annual bonus amount after statutory tax and social insurance deductions to purchase shares in the Company and hold them on a longterm basis. To ensure that the personal investment component exceeds the remaining cash component, Management Board members are required to purchase such shares for a flat 30% of their gross annual bonus. Assuming a 50% tax and social insurance burden, 60% of the annual net bonus is consequently converted into the personal investment component. The personal investment component may increase or
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decrease relative to the cash component depending on the individual tax and social insurance burden but should always exceed the net amount of the cash component after statutory tax and social insurance deductions. The shares are normally purchased on the first stock market trading day of the month following payout of the cash component. Shares purchased as part of the personal investment component are subject to a four-year lock-up period. Once this lock-up period expires, Management Board members are free to sell or continue to hold the shares. The personal investment makes the multi-year performance of the
Klöckner & Co share price a key determining factor of the variable Management Board remuneration. Due to its level and the lock-up period, which generally also applies beyond any termination of Management Board service, the personal investment also obliges members of the Management Board to build and hold a significant share ownership (share ownership).
Cash component: The bonus amount remaining after deduction of the personal investment component is paid out to Management Board members following the Supervisory Board meeting at which the annual financial statements are adopted for the respective reporting year. Assuming a 50% tax and social insurance burden, 40% of the annual net bonus is consequently paid out.
Discretionary bonus: In exceptional instances, to reward special performance and successes on the part of members of the Management Board, the Supervisory Board may, at its reasonable discretion, grant an extraordinary bonus (discretionary bonus). Also including any such bonus, the total annual bonus granted - i.e. the individual annual bonus plus any exceptional discretionary bonus - may not exceed 200% of the target bonus. The Supervisory Board may make the granting of a discretionary bonus to a member of the Management Board conditional upon the Management Board member using part or all of the discretionary bonus to purchase shares in the Company (a discretionary bonus was last granted for fiscal year 2010 and thus neither under the new 2024 remuneration system nor under its predecessors from 2016 and 2021, which in the opinion of the Supervisory Board additionally underscores the exceptional nature of such a bonus).
Clawback: The Company may claw back performance-related remuneration (bonuses) in full or in part if, after payment, it transpires that the audited and adopted consolidated financial statements on which the bonus entitlement is based were objectively in error and therefore, in accordance with the relevant accounting standards, are subsequently corrected either retrospectively or in the current consolidated financial statements, and a smaller or zero bonus entitlement would have arisen on the basis of the corrected audited consolidated financial statements.
Targets and target remuneration (target amount for direct remuneration; target total remuneration): The bonus is calculated for each fiscal year and depends on the degree of target achievement in relation both to financial and to non-financial targets set in advance by the Supervisory Board.
For the financial targets, the Supervisory Board sets annual targets for financial key performance indicators and their respective weighting in calculation of the bonus amount. Depending on how they are weighted by the Supervisory Board, the financial targets account for 60% to 80% of the target bonus at 100% achievement of all financial and non-financial targets.
With regard to financial targets, the Supervisory Board sets targets for selected financial key performance indicators at the level of the Group as a whole. The following financial performance indicators are generally used for this purpose:
Earnings before interest, taxes, income from investments, depreciation and amortization, impairments and impairment reversals on intangible assets and property, plant, and equipment (EBITDA), adjusted for any material special effects.
Operating Cash flow (OCF).
In place of or in addition to EBITDA and OCF, the Supervisory Board may specify financial indicators out of the following list if it is convinced that they are more suitable as performance indicators for the development of Klöckner & Co: EBIT (earnings before interest and taxes), net cash flow (operating cash flow less cash flow from investing activities and less repayments of lease liabilities), net financial debt (financial liabilities plus transaction costs less cash and cash equivalents), ROCE (return on capital employed, measured as EBIT over average capital employed), ROE (return on equity, measured as EBIT over equity) and relative capital market performance (the capital market performance of Klöckner & Co shares relative to an index). When deciding on the determination and weighting of the key performance indicators, the Supervisory Board ensures a continuously effective incentive structure.
The Supervisory Board sets non-financial targets each year by specifying between three and six performance indicators from the following list of strategy and sustainability targets that are of importance to the strategic and sustainable development of the Company, including its corporate social responsibility (CSR), and that also take into account ESG criteria:
Strategy: (1) Business development, (2) Market development and exploitation, (3) Transformation and digitalization targets, (4) Optimization/efficiency improvements, (5) Leadership qualities and strategic priorities,
(6) Corporate structure and organization and (7) Strategic projects.
Sustainability: (1) Compliance and risk management, (2) Customer satisfaction, (3) Employee-related targets (including health and satisfaction), (4) Diversity, (5) Advancements in innovation, (6) Succession planning,
(7) Reporting and communication, (8) Limiting CO2emissions and sustainable use of resources.
As with the financial targets, the Supervisory Board also attaches measurable criteria to the non-financial targets so that a precise degree of target achievement can be determined after the end of a fiscal year. Depending on how they are weighted by the Supervisory Board, the non-financial targets account for between 20% and 40% of the target bonus at 100% achievement of all financial and non-financial targets.
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The Supervisory Board sets a target amount for direct remuneration for each member of the Management Board. This comprises the fixed salary plus the so-called target bonus, i.e., the target amount for the annual bonus assuming 100% target achievement.
Under the 2024 remuneration system, the target amount for the annual bonus accounts for approximately 60% of the target amount for direct remuneration, with - assuming a 50% tax and social insurance burden - the longterm variable remuneration in the form of the personal investment component accounting for approximately 36% and the short-term variable remuneration in the form of the cash component accounting for approximately 24% of the target amount for direct remuneration (see remuneration report, under PERFORMANCE-RELATED VARIABLE REMUNERATION).
An additional remuneration component alongside the target amount for direct remuneration is the contribution to retirement provision, which is to be granted in the amount of 20% to 40% of the fixed salary, along with ancillary benefits, which are to be granted to Management Board members up to a maximum of 10% of the fixed salary. In total, retirement provision and ancillary benefits are thus limited to a maximum of 50% of the fixed salary or around 20% of the target amount for direct remuneration. The target amount for direct remuneration (comprising the fixed salary and the target amount for the bonus), the contribution to retirement provision and the ancillary benefits normally comprise all remuneration components and hence the target total remuneration.
Maximum remuneration: The Company's maximum possible expense for a member of the Management Board can be calculated for each fiscal year on the basis of the fixed salary, the capped annual bonus, the capped ancillary benefits and the likewise capped retirement provision. In addition, in accordance with Section 87a (1) sentence 2 no. 1 of the German Stock Corporation Act, the 2024 remuneration system specifies an absolute euro figure for the maximum amount of remuneration granted to a Management Board member in a given fiscal year (maximum remuneration). The maximum remuneration under the 2024 remuneration system is set for the Chairman of the Management Board, as before, at €6.4 million per year, for the Deputy Chairman of the Management Board at
€5.0 million per year and for the remaining members of the Management Board at €3.5 million per year. The selected maximum remuneration is intended to give the Supervisory Board the latitude to respond flexibly to the Company's changing financial situation and to changes in the market and competitive environment while retaining the ability to offer competitive Management Board remuneration. However, the selected maximum remuneration is not the level of remuneration targeted by the Supervisory Board, and merely constitutes the absolute upper limit of the total annual remuneration achievable under the remuneration system.
The described remuneration structure applies uniformly to all Management Board positions. In keeping with the principle of collective Management Board responsibility, the targets for Management Board members are generally set on a uniform basis. Individual incentives are nevertheless possible under the remuneration system. The Supervisory Board reserves the right to set individual targets, different target amounts and/or target weightings for specific Management Board members if it deems a differential incentive structure among the members of the Management Board to become necessary. In addition, the remuneration system permits the agreement of benefits for newly appointed members of the Management Board when they take up their position (such as to compensate for benefits foregone on leaving previous employment) and to compensate for currency risks in the case of Management Board members whose habitual place of residence is outside of the eurozone.
A more detailed description of the 2024 remuneration system, including, among other things, the scope for deviations from its stipulations and provisions for termination-related benefits, is available on the Company's website at HTTPS://WWW.KLOECKNER.COM/EN/GROUP/MANAGEMENT-BOARD/REMUNERATION-SYSTEM/ .
Scope of the new 2024 remuneration system; 2021 remuneration system
By resolution of May 23, 2024, the Supervisory Board decided to apply the 2024 remuneration system retroactively from January 1, 2024 and to set the remuneration of the members of the Management Board in accordance with the 2024 remuneration system.
The substantive changes to the remuneration system for the Management Board leading to the 2024 remuneration system in its current form are only selective compared to the 2021 remuneration system. Besides editorial clarifications and additions, they mainly concerned the increase in the maximum remuneration (cap) for the Deputy Chairman and for ordinary members of the Management Board. All current Management Board contracts are therefore consistent with the 2024 remuneration system. The Management Board contract of Guido Kerkhoff, which was last extended in 2023 and was not amended with effect in the reporting year, is also consistent with the 2021 remuneration system. The same applies to the Management Board contract of
Dr. Oliver Falk, for which the 2021 remuneration system also applied until the contract extension took effect on August 1, 2025. Since the amendment as of January 1, 2024, John Ganem's Management Board contract is now only subject to the new 2024 remuneration system.
In view of this, the 2021 remuneration system is not presented in this remuneration report 2025. The 2016 remuneration system is no longer relevant to remuneration in the reporting year.
The 2021 remuneration system is available on the Company website at HTTPS://WWW.KLOECKNER.COM/EN/ GROUP/MANAGEMENT-BOARD/REMUNERATION-REPORTS/. For a summary presentation of the 2021 remuneration system, please see the remuneration report 2023 (HTTPS://WWW.KLOECKNER.COM/EN/ ANNUAL-REPORT-2023); a more detailed description of the 2024 remuneration system, a comparison with the 2021 remuneration system showing the changes and an overview of those changes with explanatory notes are contained in the documents relating to the Annual General Meeting 2024 (in which see the supplementary information on agenda item 7; available on the Company website at HTTPS://WWW.KLOECKNER.COM/EN/ INVESTORS/ANNUAL-GENERAL-MEETING/).
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Remuneration in fiscal year 2025
Current members/members in office in fiscal year 2025
Description of the remuneration structure*
The remuneration structure in the reporting year for members of the Management Board in office in the reporting year is outlined in the following. Throughout the reporting year, all existing Management Board contracts have been in line with the 2024 remuneration system, and the contracts of Guido Kerkhoff and Dr. Oliver Falk (for the period up to July 31, 2025) also with the 2021 remuneration system (see also under k)). The amounts stated below correspond to the contractually agreed annual remuneration; in the event of appointment to or departure from the Management Board during the year, they are therefore reduced pro rata temporis.
Fixed salary: The annual fixed salary for the full reporting year was as follows:
Guido Kerkhoff (CEO): €1,090,000 (2024: €1,090,000),
Dr. Oliver Falk: €498,333 (2024: €465,000),
John Ganem: €740,208 (2024: €697,500).
Target bonus: The variable annual bonus at 100% target achievement for the full reporting year (so-called target bonus) was as follows:
Guido Kerkhoff (CEO): €1,620,000 (2024: €1,620,000),
Dr. Oliver Falk: €740,000 (2024: €690,000),
John Ganem: €1,091,250 (2024: €1,035,000).
The above fixed salary and target bonus figures for the reporting year take into account for Dr. Oliver Falk and John Ganem the salary adjustments upon their reappointment partway through the year effective August 1, 2025 (Dr. Oliver Falk: fixed salary increased from €465,000 to €545,000 per year and target bonus increased from €690,000 to €810,000 per year; John Ganem: fixed salary increased from €697,500 to
€800,000 per year and target bonus increased from €1,035,000 to €1,170,000 per year).
John Ganem's contract additionally includes a stable-value clause for his bonus to limit effects of potential changes in the US dollar exchange rate. According to this, notwithstanding the amount stated in the previous paragraph (i.e., €1,091,250), the target bonus is the equivalent of USD 1,091,250 if that amount is greater.
The same stable-value adjustment applies to the bonus cap (USD 2,182,500). This stable-value clause may result in a higher euro amount due to exchange rate movements. The USD amount was determined on the basis of the exchange rate at the time the contract-amending agreement was signed.
Target amount for direct remuneration: The annual target amount for direct remuneration (fixed salary plus target bonus) for the full reporting year was as follows:
Guido Kerkhoff (CEO): €2,710,000 (2024: €2,710,000),
Dr. Oliver Falk: €1,238,333 (2024: €1,155,000),
John Ganem: €1,831,458 (2024: €1,732,500).
Personal investment component: Members of the Management Board are in principle required to invest the majority of the variable annual bonus in shares in the Company, which are subject to a lock-up period. The figures are calculated for administrative purposes assuming 50% tax and social insurance burden on the gross bonus amount. The following applies to all members of the Management Board:
60% of the annual bonus (30% of the gross annual bonus)
Four-year lock-up period
In accordance with the Market Abuse Regulation, the respective personal investment share purchases are reported and published as managers' transactions stating the volume and purchase price; all details may be viewed on the Company's website (HTTPS://WWW.KLOECKNER.COM/EN/INVESTORS/LEGAL-ANNOUNCEMENTS/MANAGERS-TRANSACTIONS.HTML).
In departure from the above, in light of the public takeover offer from Worthington Steel, the Supervisory Board resolved to suspend the obligation of the Management Board members to purchase shares in the Company from their annual bonus with respect to the annual bonus for fiscal year 2025 (for further details, see under heading k) below).
Discretionary bonus: No extraordinary bonus was awarded for the reporting year (a discretionary bonus was most recently awarded in 2010). The Management Board contracts provide for the possibility of awarding such a bonus, however, with the sum total of the discretionary bonus and annual bonus capped at the maximum amount for the annual bonus (200% of the above-mentioned amounts for the target bonus).
Ancillary benefits: Ancillary benefits primarily include insurance premiums (accident insurance, travel/baggage insurance, liability insurance, industrial criminal law insurance, general legal expenses insurance and, for John Ganem in the USA, life insurance and disability insurance); with the exception of certain insurance policies for John Ganem in the USA, amounts for group insurance policies are not included in the remuneration tables pursuant to Section 162 of the German Stock Corporation Act. In addition, top-up payments are provided for health insurance contributions, in the USA on a voluntary basis and in Germany in the form of compulsory employer contributions (only the amounts of voluntary top-up payments for John Ganem in the USA are included in ancillary benefits, not the compulsory employer contributions for health and long-term care insurance in Germany). Ancillary benefits additionally include private use of a company car (included in remuneration at the taxable benefit-in-kind rate); Management Board member John Ganem receives a cash car allowance in place of a company car. Telecommunications devices provided to members of the Management Board may also be used privately (in line with the tax treatment, no amount for this ancillary benefit is accounted for as remuneration). Finally, the Company pays tax consultancy costs incurred by John Ganem in connection with his service for Klöckner & Co SE.
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The Company has directors and officers (D&O) insurance, including insurance for members of the Management Board. This is not considered as ancillary benefits for the purposes of the 2024 remuneration system as it is in the Company's interest. The members of the Management Board do, however, have to bear the deductible required under the German Stock Corporation Act.
Retirement provisions: As cash compensation for retirement provision that they are required to use to provide for their own retirement income (defined-contribution plan), the members of the Management Board either receive a fixed annual amount in the amount of 20% to a maximum of 40% of the applicable fixed salary (gross) or, if a management Board member so elects, a payment is made in the same amount into, for example, a pension/provident fund covered by pension liability insurance. The corresponding retirement provision amounts for fiscal year 2025 are as follows for each member of the Management Board:
Guido Kerkhoff (CEO): €400,000 (2024: €400,000)
Dr. Oliver Falk: €185,417 (2024: €175,000)
John Ganem: US dollar equivalent of €269,792 (2024: of €262,500)
Despite the switch to exclusively defined contribution pension benefits for all members of the Management Board, any obligations in connection with pension benefits granted and earned in the past generally continue to apply. In the case of Essener Verband benefit plans, for example, this relates to any entitlement-related costs such as service cost or increases in accordance with the applicable articles of association.
For John Ganem, the US subsidiary also made top-up payments into a defined-contribution plan as part of local retirement provision for upper management. This will be offset against the annual cash compensation from the time the contract extension takes effect on August 1, 2025 (i.e., pro rata for the 2025 financial year).
2025 Targets and target achievement*
The targets determined for variable remuneration in the reporting year, and the amounts earned in the reporting year (2025 annual bonus) applying the performance criteria previously specified by the Supervisory Board to the figures in the 2025 annual financial statements, are set out in the following description and subsequent tables. The targets agreed for 2025 relate to the figures for the Group.
As in past years, the Supervisory Board set targets for variable remuneration for fiscal year 2025, among other things as financial targets on the basis of Group budget figures including EBITDA before material special effects and operating cash flow, once again placing a special focus for fiscal year 2025 on EBITDA as the primary management metric for corporate performance. These financial targets account for a total notional proportion of 80%: 50% for EBITDA and 30% for operating cash flow. The achievement and implementation of nonfinancial targets (digitalization and automation, reduction of CO2e emissions, leadership and employee satisfaction, and occupational safety) are factored into the bonus calculation in fiscal year 2025, as in the prior year, at a weighting of 20%. For the reporting year, the targets and their weighting were set uniformly for all Management Board members.
The individual targets are as follows (notional proportion of the total in brackets for each target):
EBITDA before material special effects (50%); EBITDA is earnings before interest, taxes, income from investments, depreciation and amortization and impairments and impairment reversals on intangible assets and property, plant and equipment; material special effects include, for example, major restructuring programs, significant non-operating effects and prior-period effects (see also group management report MANAGEMENT SYSTEM).
Cash flow, i.e. cash flow from operating activities (operating cash flow) (30%)
Strategy/digitalization (5%)
Share of digital orders (1.5%), defined as the number of orders received via digital channels as a percentage of the total number of orders ("digital orders")
Share of digital quotes (1.5%), defined as the number of quotes generated digitally as a percentage of the total number of quotes ("digital quotes")
Digital sales process efficiency (2%), defined as the number of manual corrections to orders received via digital channels as a percentage of the total number of digital orders ("average number of changes to all online orders")
Sustainability/reduction in CO2e emissions (5%), measured as the reduction in Scope 1 and 2 emissions (in accordance with the Greenhouse Gas Protocol; the targets are based on the 1.5-degree decarbonization path in line with the Klöckner & Co Group's net zero carbon targets recognized as science-based targets by the Science Based Targets initiative (SBTi))
Sustainability/leadership and employee satisfaction (5%), measured on the basis of the results of the annual employee survey, put to the entire workforce comprising a rating scale of 1 (not at all applicable) to 5 (fully applicable) with the following questions included in the analysis:
I am confident that the Klöckner & Co SE Management Board (Guido Kerkhoff, Dr. Oliver Falk and John Ganem) is steering the company in the right direction.
I know the strategy "Klöckner & Co: Leveraging Strengths - Step Up 2030" with its elements Customer Centricity, Higher Value-Added & Service Center Business, Product & Service Portfolio Diversification, Strategic Partnerships and Operational Excellence. And I know the meaning of that strategy for the organization I am working for.
I like working here.
I would recommend the Company as a good employer.
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Sustainability/accident rate (5%), measured by the number of lost-time injury frequency per million hours worked in the Company (the LTIF rate)
Calculation of target achievement for the individual targets:
There is no cap or floor for the individual targets, so that target achievement levels of less than 0% or more than 200% are also possible. This results in a negative bonus effect (malus effect) in case of a negative target achievement. The target achievement rates for the individual targets are calculated on a linear basis using predefined targets consisting of the target value for 100% target achievement and the values for 0% and 200% target achievement.
The target corridors and their derivation for the individual targets are set out in the following:
EBITDA before material special effects:
Target value (100%):
€240.2 million
0% value:
€0 million
200% value:
€480.4 million
The target value was derived from the Group budget for fiscal year 2025. The 0% value was set at €0, resulting in a 200% value of €480.4 million.
Cash flow from operating activities (operating cash flow):
Target value (100%): €180.6 million
0% value: €0.0 million
200% value: €361.2 million
The target value was derived from the Group budget for fiscal year 2025. The 0% value was set at €0, resulting in a 200% value of €361.2 million.
Strategy/digitalization:
Digital orders:
Target value (100%):
37.0%
0% value:
29.6%
200% value:
44.4%
The target value was derived from the Group planning for fiscal year 2025. The 0% value was set at 80% of the target value; the 200% value was determined arithmetically as 120% of the target value.
Target value (100%):
26.6%
0% value:
21.3%
200% value:
31.9%
Digital quotes:
The target value was derived from the Group planning for fiscal year 2025. The 0% value was set at 80% of the target value; the 200% value was determined arithmetically as 120% of the target value.
Digital sales process efficiency:
Target value (100%): 0.83
0% value: 0.92
200% value: 0.75
The target value was derived from the Group planning for 2025. The 0% value of 0.92 was set at 110% of the target value (rounded); the 200% value of 0.75 was determined arithmetically as 90% of the target value.
Sustainability
Reduction in CO2e emissions:
Target value (100%): 7.0%
0% value: 0.0%
200% value: 13.9%
The target value was derived from the long-term CO2e emission reduction roadmap. The 0% value was set at 0% as the reduction is measured as a percentage change from the emission level for the 2023 base year (41.4 kt CO2e, in accordance with the Greenhouse Gas Protocol. The targets are based on the 1.5-degree decarbonization path in line with the Klöckner & Co Group's net zero carbon targets recognized as science-based targets by the Science Based Targets initiative [SBTi]); the 200% value of 13.9% was then determined arithmetically. The calculation of target achievement is based on the figures from the Group non-financial report.
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Employee satisfaction:
Target achievement in % = 1 -
Example: Share of digital orders in percent
(Actual - Target 100%) (Target 0% - Target 100%)
Target (100%)
4.0
0% value:
3.1
200% value:
4.9
The target value was derived from the rating scale as the targeted level of employee satisfaction and leadership for the Group. The 200% value was set at 4.9, since this was considered to be the maximum achievable average value with a scale of up to 4.9 and in view of the number of respondents; the 0% value of 3.1 was then determined arithmetically.
Accident rate:
Target achievement in % = 1 - ( 36.2 - 37.0 ) = 90.0%
( 29.6 - 37.0 )
Calculation of total target achievement:
Total target achievement is then calculated as the sum total of the individual target achievement levels weighted by their respective notional proportion of the total. The maximum total bonus achievable for 2025 (cap) is 200% of the individual target bonus. The floor for the total bonus is 0%.
In table form, the targets and their weightings for the reporting year are as follows:
The target value was derived from the long-term accident rate reduction roadmap. The 200% value was set at half of the 100% target level; the 0% value of 6.0 was then determined arithmetically. The calculation of target achievement is based on the figures of the non-financial reporting.
These target figures were then used to calculate the target achievement rates for the individual targets. The target achievement level for the targets EBITDA before material special effects, cash flow from operating activities (operating cash flow) and reduction in CO2e emissions is determined on the basis of the following calculation:
Target (100%)
4.0
0% value:
6.0
200% value:
2.0
Target Target value1)
Notional proportion
Target achievement in % =
Actual Target (100%)
Example: EBITDA before material special effects
Target achievement before material special effects in % = €171.4 milion = 71.3%
€240.2 milion
Target achievement
0%
100%
200%
Financial targets
EBITDA before material special effects
€0.0 milion
€240.2 milion
€480.4 milion
50.0%
Operating cash flow
€0.0 milion
€180.6 milion
€361.2 milion
30.0%
Non-financial targets
Digitalization: Share of digital orders in percent
29.6%
37.0%
44.4%
1.5%
Digitalization: Share of digital quotes in percent
21.3%
26.6%
31.9%
1.5%
Digitalization: Sales process efficiency
0.92
0.83
0.75
2.0%
Reduction of CO2e emissions
0.0%
7.0%
13.9%
5.0%
Employee satisfaction/leadership
3.1
4.0
4.9
5.0%
Occupational Safety: Lost-time accidents (LTIF rate Group)
6.0
4.0
2.0
5.0%
1) The agreed targets relate to the figures for the entire Group.
The target achievement level for the targets share of digital orders, share of digital quotes, digital sales process efficiency, employee satisfaction and accident rate is based on the following calculation:
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The resulting target achievement was as follows for the targets in fiscal year 2025:
Target value1)
Relative proportion
Actual figure
Target achievement
Notional proportion
Financial targets
EBITDA before material special effects
€240.2 milion
50.0%
€171.4 milion
71.3%
35.7%
Operating cash flow
€180.6 milion
30.0%
€109.5 milion
60.7%
18.2%
Non-financial targets
Digitalization: Share of digital orders in percent
37.0%
1.5%
36.2%
90.0%
1.3%
Digitalization: Share of digital quotes in percent
26.6%
1.5%
30.1%
166.1%
2.5%
Digitalization: Sales process efficiency
0.83
2.0%
0.93
-18.9%
-0.4%
Reduction of CO2e emissions
7.0%
5.0%
5.2%
74.8%
3.7%
Employee satisfaction/leadership
4.0
5.0%
4.1
106.9%
5.3%
Occupational Safety: Lost-time accidents (LTIF rate Group)
4.0
5.0%
4.2
90.0%
4.5%
Total
70.9%
Cap
-
Target Proportional target achievement1)
Remuneration granted and due in 2025 under Section 162 (1) sentence 2 no. 1 of the German Stock Corporation Act (including relative proportions)
The table below shows the remuneration granted and due - within the meaning of Section 162 (1) sentence 2 no. 1 of the German Stock Corporation Act - to each of the Management Board members in office in the reporting year for Management Board service, including all fixed and variable remuneration components and their relative proportions.
The figures comprise fixed remuneration (fixed salary, ancillary benefits and cash compensation for retirement provision; in the case of John Ganem plus defined-contribution plan top-up payments by the US subsidiary, whereby these were partially offset against cash compensation in the reporting year; see under a) above) earned and paid out in the reporting year, together with variable remuneration components earned in the reporting year, irrespective of whether the latter fall due and are paid out in the fiscal year 2026 now in progress (earned remuneration-based interpretation).
Any severance payments are not stated in the following as they are not directly earned through Management Board service; disclosures on any termination related benefits granted and awarded to a member of the Management Board leaving in the course of the reporting year are provided under o) (if any reportable benefits have been provided).
1) The target achievement relates to the figures for the entire Group.
(€ thousand)
Target bonus
Target achievement
Earned bonus
Guido Kerkhoff, CEO
1,620,000
70.9%
1,148,904
With regard to items included in the amounts shown for ancillary benefits and retirement benefits, please see the information provided under heading a) above. Accordingly, amounts for group insurance policies are not included (with the exception of certain insurance policies for John Ganem in the USA); the same applies for paid compulsory employer contributions for health and long-term care insurance in Germany. Payments in connection with defined-contribution plans in the USA are accounted for as retirement contributions, while Section 162 of the German Stock Corporation Act does not require the disclosure of expenses for defined-
Dr. Oliver Falk, CFO
740,000
70.9%
524,808
benefits pension plans (we nevertheless additionally include such amounts (if any) at the bottom of the table
John Ganem, CEO Americas1)
1,091,250
70.9%
773,915
for comparability; further information is provided under n)).
1) For John Ganem, the calculation for the reporting year was based on the contractually agreed euro amount assuming the exchange rate available on February 13, 2026. The actual amount of variable remuneration may increase due to the contractually agreed stable-value clause to compensate for exchange rate movements. The actual payment amount is based on the exchange rate available on the payroll closing date; in the event of any deviation from the amounts stated above due to exchange rates, the amounts paid out will be published in the remuneration report for the next fiscal year.
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Management Board remuneration granted and due in 2025 under section 162 (1) sentence 2 no. 1 of the German Stock Corporation Act1)
Guido Kerkhoff, CEO Dr. Oliver Falk, CFO John Ganem, CEO Americas6)
2025 2024 2025 2024 2025 2024
(€ thousand)
Non-performance-related remuneration components
Amount
Relative proportion
Amount
Relative proportion
Amount
Relative proportion
Amount
Relative proportion
Amount
Relative proportion
Amount
Relative proportion
Fixed salary
1,090
41%
1,090
42%
498
41%
465
41%
740
40%
698
40%
Retirement contributions/payments; cash compensation for retirement provision4)
400
15%
400
15%
185
15%
175
16%
282
15%
271
16%
Ancillary benefits
20
1%
16
0%
8
1%
9
1%
48
3%
48
3%
Total non-performance-related remuneration components
1,510
57%
1,506
57%
692
57%
649
58%
1,070
58%
1,017
59%
Performance-related remuneration components
Variable remuneration (annual bonus)2), 3)
1,149
43%
1,119
43%
525
43%
476
42%
774
42%
715
41%
Total remuneration within the meaning of Section 162 of the German Stock Corporation Act
2,659
100%
2,625
100%
1,216
100%
1,126
100%
1,844
100%
1,732
100%
Expense for defined-benefit pension plans in accordance with IFRS5)
-
-
-
-
-
-
Remuneration earned for Management Board service in the reporting year excluding variable remuneration paid in the reporting year but earned in the previous fiscal year for the previous fiscal year; no remuneration is paid for offices held within the Group (or is offset). Any benefits granted or awarded in relation to early termination of Management Board service in the reporting year are not listed; see under o).
Variable remuneration is in principle subject to an obligation that it be used in part to purchase shares in the Company as a long-term remuneration component (see heading f) below); on the suspension of this obligation in relation to variable remuneration for the reporting year, see heading k) below.
For John Ganem, the calculation for the reporting year was based on the contractually agreed euro amount assuming the exchange rate available on February 13, 2026. The actual amount of variable remuneration may increase due to the contractually agreed stable-value clause to compensate for exchange rate movements. The actual payment amount is based on the exchange rate available on the payroll closing date; in the event of any deviation from the amounts stated above due to exchange rates, the amounts paid out will be published in the remuneration report for the next fiscal year.
Retirement provision for Dr. Oliver Falk and John Ganem was switched in its entirety to a defined-contribution plan in connection with the contract extension that entered into effect in fiscal year 2022.
Disclosure of the expense for defined-benefit plans made for comparability purposes (not a disclosure in accordance with Section 162 of the German Stock Corporation Act); for further information, see under n).
In addition to his contract as member of the Management Board of Klöckner & Co SE, John Ganem also has a contract as CEO of the US country organization; an offsetting arrangement applies, as a result of which the presentation is uniform.
Remuneration in 2025 on the basis of prior Code tables (granted compensation and proceeds)
For better comparability with past figures, remuneration for the members of the Management Board in office in the reporting year is shown voluntarily in the following based on the model tables relating to section 4.2.5(3) of the Code as of February 7, 2017.
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Granted compensation
Guido Kerkhoff, CEO Dr. Oliver Falk, CFO John Ganem, CEO Americas
2025
2025
2025
2025
2025
2025
(€ thousand)
2025
(Min.)
(Max.)
2024
2025
(Min.)
(Max.)
2024
2025
(Min.)
(Max.)
2024
Fixed compensation
1,090
1,090
1,090
1,090
498
498
498
465
740
740
740
698
Ancillary benefits1)
420
420
420
416
193
193
193
184
330
330
330
320
Total
1,510
1,510
1,510
1,506
692
692
692
649
1,070
1,070
1,070
1,017
One-year variable compensation3)
1,620
-
3,240
1,620
740
-
1,480
690
1,091
-
2,183
1,035
Multi-year variable compensation2)
-
-
-
-
-
-
-
-
-
-
-
-
Total
3,130
1,510
4,750
3,126
1,432
692
2,172
1,339
2,162
1,070
3,253
2,052
Postemployment benefits
-
-
-
-
-
-
-
-
-
-
-
-
Total compensation
3,130
1,510
4,750
3,126
1,432
692
2,172
1,339
2,162
1,070
3,253
2,052
Including amounts for the reporting year paid in lieu of corporate pension benefits which must be invested in a private post-retirement scheme: Guido Kerkhoff €400 thousand (2024: €400 thousand), Dr. Oliver Falk €185 thousand (2024: €175 thousand), John Ganem €270 thousand (2024: €263 thousand).
The members of the Management Board in office in the reporting year did not participate in the stock option program for the Management Board in place until the end of 2015. However, until December 31, 2025, Dr. Oliver Falk still held virtual stock options from his service as CEO of a country organization within the Klöckner & Co Group.
For John Ganem, the calculation for the reporting year was based on the contractually agreed euro amount assuming the exchange rate available on February 13, 2026. The actual amount of variable remuneration may increase due to the contractually agreed stable-value clause to compensate for exchange rate movements. The actual payment amount is based on the exchange rate available on the payroll closing date; in the event of any deviation from the amounts stated above due to exchange rates, the amounts paid out will be published in the Remuneration Report for the next fiscal year.
Proceeds
Guido Kerkhoff, CEO
Dr. Oliver Falk, CFO
John Ganem, CEO Americas
(€ thousand)
2025
2024
2025
2024
2025
2024
Fixed compensation
1,090
1,090
498
465
740
698
Ancillary benefits1)
420
416
193
184
330
320
Total
1,510
1,506
692
649
1,070
1,017
One-year variable remuneration3)
1,149
1,119
525
476
774
715
Multi-year variable remuneration2)
-
-
-
-
-
-
Total
2,659
2,625
1,216
1,126
1,844
1,732
Postemployment benefits
-
-
-
-
-
-
Total remuneration
2,659
2,625
1,216
1,126
1,844
1,732
Including amounts for the reporting year paid in lieu of corporate pension benefits which must be invested in a private post-retirement scheme: Guido Kerkhoff €400 thousand (2024: €400 thousand), Dr. Oliver Falk €185 thousand (2024: €175 thousand), John Ganem270 € thousand (2024: €263 thousand).
The members of the Management Board in office in the reporting year did not participate in the stock option program for the Management Board in place until the end of 2015. However, until December 31, 2025, Dr. Oliver Falk still held virtual stock options from his service as CEO of a country organization within the Klöckner & Co Group; benefits received in this regard do not constitute Management Board remuneration and are not included in the table.
For John Ganem, the calculation for the reporting year was based on the contractually agreed euro amount assuming the exchange rate available on February 13, 2026. The actual amount of variable remuneration may increase due to the contractually agreed stable-value clause to compensate for exchange rate movements. The actual payment amount is based on the exchange rate available on the payroll closing date; in the event of any deviation from the amounts stated above due to exchange rates, the amounts paid out will be published in the remuneration report for the next fiscal year.
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Fixed and variable remuneration including relative proportions and explanatory notes on conformity with the applicable remuneration system
The relative proportions accounted for by each remuneration component are shown in the table under heading
c) above. As regards compliance with the relevant remuneration system, please refer to the information under headings j) and k) below.
Promotion of the Company's long-term development
Remuneration is geared in several respects to promotion of the Company's long-term development:
The targets governing the amount of variable remuneration are based on long-term strategic developments (such as growth and milestones in digitalization and under the multi-year strategy) and also include sustainability targets (for the targets for the reporting year, see heading b) above).
Furthermore, the remuneration system for the Management Board, provides, as long-term variable remuneration, the requirement for a majority of variable remuneration (set as a lump sum of 30% of the gross annual bonus, corresponding to 60% of the net bonus assuming a notional 50% tax and social insurance burden) to be invested in shares in the Company with a specified lock-up period. This - in the nature of an LTI component - ties the value of benefits received by the members of the Management Board to the share price and, because of the four-year lock-up period, to the long-term development of the Company. This aligns Management Board performance goals more closely with shareholder interests.
In respect of the obligation to invest in shares in the Company, the Supervisory Board at its extraordinary meeting of January 15, 2026, in a temporary derogation from the current remuneration system, resolved to suspend the obligation to purchase shares for a limited period of time with regard to the annual bonus for the reporting year. Instead, the entire annual bonus for the reporting year is to be paid out in cash. This decision was made against the background of the (now published) public takeover offer from Worthington Steel. For the same reason, the Supervisory Board also resolved at its extraordinary meeting of January 15, 2026 to prematurely waive the holding obligation for the shares purchased by current and former Management Board members as part of their personal investment component in the past, prior to the expiration of the four-year lock-up period, for the purpose of tendering into the public takeover offer.
For further information regarding the derogation from the 2024 remuneration system and the 2021 remuneration system relating to the suspension of the personal investment and the premature waiving of the holding obligation, please see heading k) below.
Comparative analysis of annual changes in Management Board remuneration, the Company's financial performance and average employee remuneration
The table below shows the percentage change in the remuneration of members of the Management Board in comparison to the financial performance of Klöckner & Co SE and changes in average employee remuneration on a full-time equivalent basis.
The financial performance of Klöckner & Co SE is presented on the basis of the following key performance indicators (KPIs): (i) net income (or net loss) of Klöckner & Co SE, (ii) Group EBITDA before material special effects and (iii) Group cash flow from operating activities. The latter two KPIs are also major determinants of variable remuneration for the Management Board.
Average employee remuneration is determined on a full-time equivalent basis for two groups: (i) senior management worldwide (management level 1, meaning CEOs and CFOs of country organizations and heads of corporate departments at Klöckner & Co SE) and (ii) the total workforce worldwide.
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Comparative analysis of annual changes in Management Board remuneration pursuant to section 162 (1) sentence 2 no. 2 of the German Stock Corporation Act
Management Board remuneration 1)
2020-2021
2021-2022
2022-2023
2023-2024
2024-2025
Current members of the Management Board
Guido Kerkhoff 2)
387%
-13%
-17%
-3%
1%
Dr. Oliver Falk
41%
-13%
-13%
-12%
8%
John Ganem
40%
-11%
-11%
31%
6%
Former members of the Management Board
Gisbert Rühl 3)
8%
-81%
0%
0%
0%
Bill Partalis 5)
0%
0%
0%
0%
0%
Financial performance
Net income of Klöckner & Co SE
3233%
-61%
-283%
44%
31%
EBITDA before material special effects (Group)6)
664%
-51%
-54%
-28%
26%
Cash flow from operating activities (Group)6)
-290%
232%
-29%
-44%
-32%
Average employee remuneration on full-time equivalent basis
Senior management worldwide (Level 1) 4), 5)
-2%
-5%
1%
-19%
11%
Total workforce worldwide 5)
10%
-4%
-2%
-5%
11%
Total remuneration within the meaning of Section 162 (1) sentence 1 of the German Stock Corporation Act (fiscal year 2020 pro forma).
Guido Kerkhoff was appointed to the Management Board as of September 1, 2020; the total remuneration for 2020 relates to the period subsequent to his appointment.
Gisbert Rühl left the Management Board as of May 12, 2021; the remuneration for fiscal year 2021 used as a basis consists of Management Board remuneration up to his departure, the benefits in connection with the early termination of his Management Board service (see the relevant information in the Remuneration Report 2021) and the pension paid after his departure in fiscal year 2021. To this extent, the method of calculation differs from that used in the remuneration reports 2021 and 2022: In the Remuneration Report 2021, the calculation solely included the Management Board remuneration for fiscal year 2021 until his departure; in the remuneration report 2022, it included the Management Board remuneration until his departure and the pension paid after his departure in fiscal year 2021.
The comparison group comprises the management of country organizations and heads of corporate departments at Klöckner & Co SE.
Adjusted for exchange rate movements.
The changes in fiscal year 2023-2024 relate to the figures for the entire Group after IFRS 5 adjustments.
Shares and stock options granted or awarded
No shares or stock options were granted or awarded to members of the Management Board in the reporting year. However, the Management Board members in office are in principle required - in the nature of a long-term incentive (LTI) remuneration component - to invest the majority of the variable remuneration for the reporting year in shares in the Company ("personal investment" - see under heading f) above). With regard to the derogations from this requirement against the background of the public takeover offer from Worthington Steel to the shareholders of Klöckner & Co SE, see under heading k) below.
Clawback of variable remuneration components
The clawback clause provides for clawback if, after payment, it reveals that the audited and adopted consolidated financial statements on which the bonus entitlement is based were objectively in error and therefore, in accordance with the relevant accounting standards, are subsequently corrected either retrospectively or in the current consolidated financial statements, and a smaller or zero bonus entitlement would have arisen
on the basis of the corrected audited consolidated financial statements. There is currently no knowledge or indication of errors in the audited consolidated financial statements and there was therefore no clawback of variable remuneration components in the reporting year. Also no other claims for repayment arose.
Maximum remuneration
The maximum remuneration specified in the 2021 remuneration system and the 2024 remuneration system, defined in the remuneration systems as an absolute euro figure for the maximum amount of remuneration granted to a Management Board member in a given fiscal year, to the extent that it applied to the respective Management Board member, was complied with in the reporting year (the maximum remuneration amounts to
€6.4 million for the CEO, €2.2 million for an ordinary member of the Management Board under the 2021 remuneration system and €3.5 million for an ordinary member under the 2024 remuneration system). Reference is made in this regard to the table under heading k). This also shows the ratios of retirement provision and ancillary benefits to the fixed salary, as described under heading e).
Deviations from the remuneration system
Under Section 87a (2) sentence 2 AktG in conjunction with section 8 of the 2021 remuneration system, or the 2024 remuneration system as the case may be, the Supervisory Board may temporarily derogate from the remuneration system if this is necessary to serve the long-term interests of the Company. The Supervisory Board made use of this and resolved two such derogations on January 15, 2026. These relate, firstly, to the annual bonus for the reporting year and, secondly, to holding obligations arising or already in force in the reporting year in relation to personal investment shares acquired in the past (see under heading f) above).
These derogations are described and explained in the following.
Suspension of the personal investment for the annual bonus for fiscal year 2025
Against the background of the (then imminent and now published) public takeover offer from Worthington Steel to the shareholders of Klöckner & Co SE, the Supervisory Board resolved to suspend the obligation of the Management Board members to purchase shares of Klöckner & Co SE from their annual bonus with respect to the annual bonus for fiscal year 2025 for a limited period of time. Instead, the entire annual bonus for the financial year 2025 shall be paid out in cash.
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In the opinion of the Supervisory Board, this derogation is necessary in the interests of the long-term well-being of the Company. In particular, an obligation to invest variable remuneration amounts in company shares is only appropriate if the Company continues to exist as a listed company for a long-term period and the share price generally represents the value of the company accurately and, thus, constitutes a key indicator for the performance of the Management Board and creates an additional incentive effect. In the light of the public takeover offer, the Supervisory Board was of the opinion that this was not sufficiently ensured anymore. In particular, it was (and is) to be expected that the share price will be sustainably affected by the aforementioned public takeover offer and, that, as a result, the share-price-linked financial incentive aims of the long-term variable remuneration will be permanently impaired.
Premature waiver of the holding obligation for personal investment shares acquired in the past
Against the background of the public takeover offer from Worthington Steel to the shareholders of Klöckner & Co SE, the Supervisory Board also resolved to prematurely waive the holding obligation for the shares purchased by current and former Management Board members as part of their personal investment component in the past, prior to the expiration of the four-year lock-up period. This is intended to give the current and former Management Board members the opportunity to tender those shares into the aforementioned public takeover offer. If shares are not tendered or if the public takeover offer is not completed, the waiver of the holding obligation becomes void and the shares concerned remain locked (with the applicable lock-up period).
The Supervisory Board is convinced that in the interest of the long-term well-being of the Company, it is necessary to enable the current Management Board members to tender the shares they purchased in the past and which are subject to a holding obligation into the aforementioned public takeover offer. This shall, inter alia, safeguard the freedom of the Management Board and enable it to state its intentions regarding all shares held by its members in relation to the aforementioned public takeover offer in the response statement (Section
27 (1) sentence 2 no. 4 of the German Securities Acquisition and Takeover Act (WpÜG)). This is the only way for the Management Board members to proceed with their entire shares acquired from the annual bonus in accordance with their personal convictions and thus send a signal to the market.
With respect to the holding obligation for shares held by former Management Board members (which only applies to Bernhard Weiß), the aforementioned considerations do not fully apply. However, since the Management Board and the Supervisory Board consider the public takeover offer as a friendly takeover being in the interest of the company, the Supervisory Board is of the opinion that the waiver of the holding obligation
is justified in the interest of the Company here as well.
Apart from that, the requirements with regard to maximum remuneration (see heading j) above) and the ratio of retirement and ancillary benefits to the fixed salary (for the amounts concerned, see also the table under heading c)) were adhered to. This is shown once again in the table below:
Requirements under the remuneration system
(€ thousand) Guido Kerkhoff, CEO2)Dr. Oliver Falk, CFO2)John Ganem, CEO Americas
Maximum remuneration
Maximum remuneration under the
remuneration system
6,400
(6,400)
3,500
(2,200)
3,500
(2,200)
Total remuneration 2025
2,659
1,216
1,844
Ratio of non-performance-related
remuneration components of
target amount for direct
remuneration in 20254)
Ratio of ancillary benefits to fixed
salary (%)
(stipulated: 10% maximum)
1.80%
1.50%
6.40%
Ratio of retirement benefits to fixed
salary (%)
(stipulated: 20% to 40%)3)
36.70%
37.21%
36.45%
In the reporting year, the requirements under the 2021 remuneration system applied in full to Guido Kerkhoff and the requirements under the 2024 remuneration system applied in full to John Ganem; for Dr. Oliver Falk, the provisions are applicable pro rata temporis (2021 remuneration system until July 31, 2025; 2024 remuneration system from August 1, 2025).
In the reporting year, the remuneration of Guido Kerkhoff and Dr. Oliver Falk met the requirements of the 2024 remuneration system and of the 2021 remuneration system, which was also applicable to them (pro rata temporis in the case of Dr. Oliver Falk). The requirements of the 2021 remuneration system for maximum remuneration are shown above in brackets.
Under the requirements of the remuneration system applicable in each case, retirement provision for Guido Kerkhoff, Dr. Oliver Falk and John Ganem in the reporting year consists exclusively of a defined-contribution plan (cash compensation tied to the purpose of servicing retirement provision; in the case of John Ganem plus defined-contribution plan top-up payments by the US subsidiary, whereby these were partially offset against cash compensation in the reporting year: see under a) above).
The underlying figures are to be found in the table "Remuneration granted and due in 2025 under Section 162 (1) sentence 2 no. 1 of the German Stock Corporation Act".
Third-party benefits; intra-Group offices
No member of the Management Board was granted or awarded benefits by a third party in the reporting year for service on the Management Board. The members of the Management Board were not granted any additional remuneration for any offices held within the Klöckner & Co Group (see under heading c)). This also applies to John Ganem who, in addition to his contract as member of the Management Board of Klöckner & Co SE, also has a contract as CEO of the US country organization; an offsetting arrangement applies.
Benefits in the event of early termination of Management Board service
The Management Board contracts provide for the payment of compensation in the event of termination of contract ahead of term due to ordinary termination by the Company. This compensation depends
on the remaining term of the contract, but is capped at two years' annual remuneration (severance payment cap). No severance payment will be granted in the event of termination of the contract by the Company for cause. The existing contracts do not provide for a special right of termination or other
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commitments in the event that a specific control threshold is exceeded in relation to voting rights in the Company (change-of-control clause).
Management Board members are subject to a 24-month post-contractual non-competition covenant compensated for by payment of half of their most recent total remuneration (fixed salary plus target bonus) p.a. unless the Company waives the clause. The Management Board contracts already provide for any severance payment to be deducted from such amounts. The personal investment requirement is waived in this instance.
No changes to these arrangements were made in the reporting year.
Benefits in the event of regular termination of Management Board service (retirement provisions) To the extent that retirement provision for individual members of the Management Board in office in the reporting year comprises benefits subsequent to regular termination of Management Board service, their
Benefits awarded and granted in connection with the termination of Management Board service in the reporting year
No benefits were awarded and granted in connection with the termination of Management Board service in the reporting year.
Former members of the Management Board
Remuneration granted and due to former members of the Management Board (other than those who left office prior to January 1, 2016) for the reporting year pursuant to Section 162 of the German Stock Corporation Act is shown in the table below.
Remuneration for former members of the Management Board granted and due in fiscal year 2025 under Section 162 of the German Stock Corporation Act
(€ thousand) | Amount | Relative proportion | Amount | Relative proportion | ||||
Retirement benefits/pensions | 98 | 100% | 664 | 100% | ||||
Severance payments | - | - | - | - |
present value and the Company's expense in this regard during the reporting year (service cost in accordance with IFRS) are presented in the table below.
As described under heading a) above, in accordance with their contracts, the members of the Management Board in office currently solely receive (and received in the reporting year) amounts for private retirement provision. Benefits in the event of regular termination of Management Board service are not/no longer provided: The contracts with Management Board members Dr. Oliver Falk and John Ganem switched to the purely defined-contribution retirement provision system with cash compensation effective August 1, 2022 (in the case of John Ganem plus
Bill Partalis, CEO Americas (until December 31, 2017)
Gisbert Rühl, CEO (until May 12, 2021)
defined-contribution plan top-up payments by the US subsidiary as part of local retirement provision, whereby these are offset - pro rata in the reporting year - against the cash compensation; see under a) above).
Pension commitments for Management Board members in office in the reporting year - present values and expense amounts1)
(in €) | Reporting date | Present value2) | Service cost 20252) | |||
Dr. Oliver Falk | 31.12.2025 | 4,317,069 | - | |||
John Ganem | 31.12.2025 | 2,305,113 | - |
No change in pension commitments in the reporting year; retirement provision for Dr. Oliver Falk and John Ganem was switched in its entirety as of August 1, 2022 to a defined-contribution plan.
IFRS amount.
The "old" pension commitments for member of the Management Board Dr. Oliver Falk from the time before the changeover in retirement provision consist of a defined-benefit pension plan in accordance with the rules of the Essener Verband. Management Board member John Ganem had a comparable defined-benefit pension plan commensurate with the arrangements applicable to him at the US subsidiary prior to his appointment to the Management Board, which likewise include a life-long pension. In view of the changeover in retirement provision in fiscal year 2022, no service cost was incurred in the reporting year. Irrespective of this, any obligations in connection with pension benefits granted and earned in the past generally continue to apply. In the case of Essener Verband benefit plans this, for example, relates to any costs necessary for benefit entitlement such as service cost or increases in accordance with the applicable articles of association.
In the reporting year, total remuneration of €149 thousand was paid to other former members of the Management Board (2024: €149 thousand). Provision for pension obligations to former members of the Management Board and their surviving dependents amount under IFRS to €18,785 thousand (2024:
€20,666 thousand).
Changes in Management Board remuneration in the reporting year
The contracts with Dr. Oliver Falk and John Ganem were extended for three years effective August 1, 2025 on the extension of their appointment as members of the Management Board. In connection with the extension of these mandates - based on a prior review of the appropriateness of the remuneration of the two Management Board members concerned - their respective remuneration was adjusted or increased appropriately as the case may be. For further details, please see the relevant information in the remuneration report for fiscal year 2024.
In addition, Guido Kerkhoff's appointment as Chief Executive Officer and his contract were renewed by a further three years in the reporting year effective September 1, 2026. The extension also included an adjustment to his remuneration with effect from September 1, 2026. The adjustment was likewise made on the basis of horizontal and vertical benchmarking. This showed Guido Kerkhoff's current remuneration to be significantly below the average remuneration of the international peers and also below the remuneration of his predecessor who left office in 2021. Finally, the review also took into account Guido Kerkhoff's increasingly complex duties. On the basis of this review, the fixed salary will be increased from €1,090,000 to €1,134,000, the target bonus from
€1,620,000 to €1,780,000 and the retirement provision from €400,000 to €430,000 with effect from September 1, 2026.
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Target setting for 2026
Appropriateness test
Criteria with respect to the appropriateness of Management Board remuneration include an individual Management Board member's responsibilities and performance, the enterprise's business situation, success and future prospects, the extent to which the remuneration matches that of industry peers and the remuneration structure within the enterprise. Both positive and negative developments are taken into account when determining performance-related remuneration components. Overall, remuneration is intended to be internationally competitive and to give incentives geared to the Company's sustainable growth and a sustained increase in enterprise value in a dynamic environment.
In setting the 2024 remuneration system and the targets and target total remuneration for 2026, the Supervisory Board applied horizontal benchmarking based, amongst others, on an independently compiled study of remuneration paid to regular management board members and CEOs at other companies. Due to a lack of comparable German companies in the steel distribution industry, other wholesalers and comparable international companies were included in the analysis. The peer group used consisted of German SDAX®-listed (at the time of peer group selection) companies of comparable size (sales and workforce), the SDAX® as a whole and international peer companies. The SDAX® peer group and the international peer group are regularly reviewed by the Supervisory Board. In addition, vertical benchmarking was carried out against the remuneration for senior management (management level 1) and the Group workforce as a whole (in both cases worldwide).
The Supervisory Board, through the Presidium, regularly reviews the currently applied remuneration system with regard to its appropriateness and structure (components and fixed and variable remuneration amounts) and with a view to any need for adjustment. The appropriateness of Management Board remuneration relative to each Management Board member's tasks and performance, to the enterprise's situation and to usual levels of remuneration is additionally reviewed annually when setting target total remuneration for the next year.
Targets for fiscal year 2026
The Supervisory Board set the targets for fiscal year 2026 at its December meeting in the reporting year. In conformity with the 2024 remuneration system, it set and weighted both financial and non-financial targets.
Financial targets
The financial targets relate to EBITDA before material special effects and operating cash flow and are based on the Group budget. As in prior years, EBITDA before material special effects has a notional proportion of 50% and operating cash flow a notional proportion of 30%.
Non-financial targets
As in prior years, the Supervisory Board based the non-financial targets on three focal areas:
For the strategy component, the focus is once again placed on digitalization: The targets set here - each with a notional proportion of 1.5% - are the share of digital orders to be generated ("digital orders," defined as the number of orders received via digital channels as a percentage of the total number of orders) and the share of digital quotes to customers ("digital quotes," defined as the number of quotes generated digitally as a percentage of the total number of quotes). To these is added, with a notional proportion of 2%, the efficiency of the digital sales process ("average number of changes to all online orders", defined as the number of manual corrections to orders received via digital channels as a percentage of the total number of digital orders). As in prior years, two further focal areas relate to the sustainability aspect - environmental, social and governance (ESG) - and have been incorporated as non-financial targets: reduction in CO2e emissions - which comes under the environmental category but is also part of the Group strategy - and employee-related targets. Likewise as in prior years, the targets for this purpose are as follows, with a notional proportion of 5% each: Reduction in CO2e emissions, employee satisfaction/leadership as measured in the Group-wide employee survey and further reduction in the lost time injury frequency (LTIF) rate throughout the Group. These non-financial targets are specified with clear and measurable criteria.
The total weighting of the non-financial targets is therefore 20%, which is within the range specified in the remuneration system.
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Target amount for direct remuneration and target total remuneration for fiscal year 2026
Also at its December meeting in the reporting year, the Supervisory Board set the target amount for direct remuneration (i.e. the fixed salary and target bonus assuming 100% target achievement) and target total remuneration for fiscal year 2026, as set out in the following. The Supervisory Board based the figures for retirement provision and ancillary benefits on reasonable estimates; the final figures for fiscal year 2026 may therefore differ from those estimates.
Management Board target remuneration for fiscal year 20261)
Guido Kerkhoff Dr. Oliver Falk John Ganem3)
(€ thousand) | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | ||||||
Fixed salary 2) | 1,090 | 1,105 | 498 | 545 | 740 | 800 | ||||||
Variable remuneration (annual bonus)2) | 1,620 | 1,673 | 740 | 810 | 1,091 | 1,170 | ||||||
Target amount for direct remuneration | 2,710 | 2,778 | 1,238 | 1,355 | 1,831 | 1,970 | ||||||
Ancillary benefits | 20 | 20 | 8 | 7 | 50 | 46 | ||||||
Retirement provision (pension benefits, cash compensation and other contribution payments)2) | 400 | 410 | 185 | 200 | 283 | 280 | ||||||
Target total remuneration | 3,130 | 3,208 | 1,431 | 1,561 | 2,165 | 2,296 |
The forecast target remuneration was prepared in each case in November of the prior year; it includes rounding and is partly based on assumptions and estimates or on prior-year figures; the final figures for each fiscal year may consequently differ.
The figures stated include any remuneration adjustments in subsequent fiscal years already decided at the time of setting the respective target remuneration. In the case of the annual bonus, 100% target achievement was assumed for the target amount for direct remuneration.
The annual bonus for John Ganem is based on the contractually agreed euro amount (i.e., without application of the stable-value clause). The retirement provision for John Ganem includes defined-contribution plan top-up payments by the US subsidiary, whereby from August 2025 these are partially offset against the cash compensation.
Requirements as to the ratio of fixed and variable remuneration to the target amount for direct remuneration for fiscal year 2026 are complied with (40:60, excluding ancillary benefits and retirement provision), as are the requirements on the ratios of retirement provision and ancillary benefit amounts to the fixed salary (retirement provision: 20% to 40%; ancillary benefits: 10% maximum).
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3. Supervisory Board remuneration
The following chapter includes remuneration report-typical information marked with *, which also addresses disclosure requirement ESRS 2 GOV-3 of the ESRS.
Remuneration system for the Supervisory Board and Annual General Meeting vote on the remuneration system for the members of the Supervisory Board*
The current remuneration system for the Supervisory Board was most recently revised in 2023. The Annual General Meeting of the Company on May 17, 2023 adopted the new remuneration system for the Supervisory Board with a majority of 99.63% of valid votes cast. It was also decided that the new remuneration system for the Supervisory Board would be applied for the first time for fiscal year 2023.
The structure and amount of remuneration paid to Supervisory Board members are governed by Section 14 of the Articles of Association, which are published on the Company's website. The main features are presented in the following.
consists mainly of a fixed remuneration component (as basic remuneration), which is paid pro rata temporis in the event of personnel changes during the fiscal year. Attendance fees are also paid; reasonable cash expenses | Basic remuneration (fixed | % of total | Attendance fees (fixed | % of total | |||||||
and value added tax are reimbursed. The Company covers the cost of external training for Supervisory Board | (in €) | remuneration) | remuneration | remuneration) | remuneration | Total | |||||
members as part of the reimbursement of expenses. The fixed remuneration is €60,000 per fiscal year. The | Prof. Dr. Dieter H. Vogel (Chairman) | 150,000 | 73 | 55,000 | 27 | 205,000 | |||||
While members of the Management Board also receive performance-related remuneration components, remuneration for the members of the Supervisory Board is structured entirely as fixed remuneration: This
Remuneration in fiscal year 2025
Remuneration granted and due (including relative proportions)
The table below shows, for each individual Supervisory Board member, the remuneration earned in the reporting year by the members of the Supervisory Board which falls due after the end of the Annual General Meeting in 2026.
For the memberships of Supervisory Board committees in fiscal year 2025, please see the Corporate Governance Statement (under "Supervisory Board committees") in the Annual Report 2025. Meeting attendance information is provided in the "To our shareholders" section of this Annual Report (see Report of the Supervisory Board MEETING ATTENDANCE).
Under Section 14 (5) of the Company's Articles of Association, the fixed remuneration and attendance fees fall due after the end of the Annual General Meeting that receives or decides on the approval of the consolidated financial statements for the relevant fiscal year.
Supervisory Board remuneration granted and due in 2025 under section 162 (1) sentence 2 no. 1 of the German Stock Corporation Act1),2)
Dr. Ralph Heck (Deputy Chairman) | 90,000 | 80 | 23,000 | 20 | 113,000 | |||||
Prof. Dr. Tobias Kollmann | 60,000 | 86 | 10,000 | 14 | 70,000 | |||||
Prof. Dr. E.h. Friedhelm Loh | 60,000 | 86 | 10,000 | 14 | 70,000 | |||||
Uwe Röhrhoff |
Chairman of the Supervisory Board receives two-and-a-half times, his or her deputy one-and-a-half times and the Chairman of the Audit Committee one-and-a-quarter times the fixed remuneration. The attendance allowance is €2,000 per meeting. The Chairman of the Supervisory Board and any Chairman of a Supervisory Board committee each receive two-and-a-half times this amount and their deputies one-and-a-half times this amount. As the remuneration is fixed, no cap or maximum remuneration amount is to be specified.
(Chairman of the Audit Committee) | 75,000 | 68 | 35,000 | 32 | 110,000 | ||||||
In addition, in the Company's interest, the members of the Supervisory Board are included in D&O insurance. | Dagmar Steinert | 60,000 | 75 | 20,000 | 25 | 80,000 | |||||
There has no longer been a deductible since January 1, 2024. | Supervisory Board | 495,000 | 76 | 153,000 | 24 | 648,000 |
A detailed description of the remuneration system for the Supervisory Board is available on the Company's website at HTTPS://WWW.KLOECKNER.COM/EN/GROUP/SUPERVISORY-BOARD.HTML.
The Supervisory Board regularly reviews the appropriateness of the remuneration system for the Supervisory Board. Under the German Stock Corporation Act, the Annual General Meeting must also adopt a resolution
on the remuneration system for the members of the Supervisory Board at least once every four years. The next such resolution must therefore be adopted no later than 2027.
Remuneration earned for Supervisory Board service in the reporting year (paid out after the Annual General Meeting in the current fiscal year, excluding remuneration earned in the preceding fiscal year and paid out in the reporting year).
Remuneration is paid plus any value added tax to be remitted in Germany, or value added tax is reimbursed by the Company; in the case of Dr. Ralph Heck, any withholding tax to be paid in Switzerland is retained out of the stated amount.
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Supervisory Board remuneration granted and due in 2024 under section 162 (1) sentence 2 no. 1 of the German Stock Corporation Act1),2)
Basic
Explanatory notes on conformity with the remuneration system, promotion of the Company's long-term development and application of the performance criteria
The requirements of the remuneration system were complied with. As the remuneration is entirely fixed (fixed/
(fixed | % of total | fees (fixed | % of total | amount is necessary. For the same reason, it is not necessary to describe the application of any performance | |||||||
(in €) | remuneration) | remuneration | remuneration) | remuneration | Total | criteria. The remuneration system for members of the Supervisory Board comprising (fixed) basic remuneration | |||||
Prof. Dr. Dieter H. Vogel (Chairman) | 150,000 | 75 | 50,000 | 25 | 200,000 | and attendance fees with appropriate multiples for chairpersons and deputy chairpersons accords with | |||||
Dr. Ralph Heck (Deputy Chairman) | 90,000 | 82 | 20,000 | 18 | 110,000 | prevailing market practice at comparable companies in Germany. The remuneration is intended to appropriately | |||||
remuneration
Attendance
basic remuneration, attendance fees and reimbursement of expenses), no cap or maximum remuneration
Prof. Dr. Tobias Kollmann | 60,000 | 91 | 6,000 | 9 | 66,000 | |||||
Prof. Dr. E.h. Friedhelm Loh | 60,000 | 79 | 16,000 | 21 | 76,000 | |||||
Uwe Röhrhoff (Chairman of the Audit Committee since May 23, 2024) | 70,000 | 72 | 27,000 | 28 | 97,000 | |||||
Ute Wolf (Chairwoman of the Audit Committee) - until May 23, 2024 | 31,250 | 69 | 14,000 | 31 | 45,250 | |||||
Dagmar Steinert - since May 23, 2024 | 40,000 | 80 | 10,000 | 20 | 50,000 |
Supervisory Board 501,250 78 143,000 22 644,250
Remuneration earned for Supervisory Board service in fiscal year 2024 (paid out after the Annual General Meeting in fiscal year 2025), excluding remuneration earned in fiscal year 2024 and paid out in the previous fiscal year.
Remuneration was paid plus any value added tax to be remitted in Germany, or value added tax was reimbursed by the Company; in the case of Dr. Ralph Heck, any withholding tax to be paid in Switzerland was retained out of the stated amount.
Supervisory Board remuneration according to Section 314 (1) No. 6 of the German Commercial Code (consolidated financial statements) and Section 285 No. 9 of the German Commercial Code (single-entity financial statements), totaled €648,000 in 2025 (2024: €644,250).
No remuneration or benefits for services rendered on an individual basis - particularly consulting or agency services - were granted to Supervisory Board members in the year under review. Expenses were reimbursed within the limits set out above in the description of the remuneration system for the Supervisory Board.
No remuneration is paid in shares or stock options. As the remuneration consists entirely of fixed components, any clawback of variable remuneration components is systematically ruled out and there was therefore no such clawback in the reporting year.
remunerate the members of the Supervisory Board for their prudent and conscientious supervision of the Management Board and to attract and retain suitable candidates for the office of member of the Supervisory Board. In this way, it promotes the corporate strategy and the Company's long-term development.
Comparative analysis of annual changes in Supervisory Board remuneration, the Company's financial performance and average employee remuneration
The table below shows the percentage change in the remuneration of members of the Supervisory Board in comparison to the financial performance of Klöckner & Co SE and changes in average employee remuneration on a full-time equivalent basis.
As in the comparative analysis of remuneration for members of the Management Board, the financial performance of Klöckner & Co SE is presented on the basis of the following key performance indicators: (i) net income (or net loss) of Klöckner & Co SE, (ii) consolidated EBITDA before material special effects and (iii) consolidated cash flow from operating activities.
Average employee remuneration is determined, as in the comparative analysis of remuneration for members of the Management Board, on a full-time equivalent basis for two groups: (i) senior management (management level 1) worldwide and (ii) the total workforce worldwide. Accordingly, for further details, please refer to the information in the report on Management Board remuneration.
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Comparative analysis of annual changes in Supervisory Board remuneration pursuant to section 162 (1) sentence 2 no. 2 of the German Stock Corporation Act
Supervisory Board remuneration1) | 2020-2021 | 2021-2022 | 2022-2023 | 2023-2024 | 2024-2025 | |||||
Current members of the Supervisory Board | ||||||||||
Prof. Dr. Dieter H. Vogel (Chairman) | -3% | 10% | 28% | -2% | 2% | |||||
Dr. Ralph Heck (Deputy Chairman) | 0% | 10% | 26% | 2% | 3% | |||||
Prof. Dr. Tobias Kollmann | -4% | 8% | 31% | -3% | 6% | |||||
Prof. Dr. E.h. Friedhelm Loh | 0% | 4% | 36% | 0% | -8% | |||||
Ute Wolf (Chairwoman of the Audit Committee) - until May 23, 2024 | -2% | 5% | 29% | -59% | -100% | |||||
Dagmar Steinert - since May 23, 2024 | - | - | - | - | 60% | |||||
Uwe Röhrhoff (Chairman of the Audit Committee since May 23, 2024) - since May 12, 2021 | - | 60% | 29% | 21% | 13% | |||||
Earnings performance | ||||||||||
Net income of Klöckner & Co SE | 3233% | -61% | -283% | 44% | 31% | |||||
EBITDA before material special effects (Group)4) | 664% | -51% | -55% | -28% | 26% | |||||
Operating cash flow (Group)4) | -290% | 232% | -21% | -44% | -32% | |||||
Average employee remuneration on full-time equivalent basis | ||||||||||
Senior management worldwide (Level 1) 2), 3) | -2% | -5% | 1% | -19% | 11% | |||||
Total workforce worldwide3) | 10% | -4% | -2% | -5% | 11% |
Total remuneration within the meaning of Section 162 (1) sentence 1 of the German Stock Corporation Act (fiscal year 2020 pro forma).
The comparison group comprises the management of country organizations and heads of corporate departments at Klöckner & Co SE.
Adjusted for exchange rate movements.
The change in fiscal years 2023-2024 relates to the figures for the entire Group after IFRS 5 adjustments.
Düsseldorf, March 4, 2026 Klöckner & Co SE
On behalf of the Supervisory Board
Prof. Dr. Dieter H. Vogel
Chairman of the Supervisory Board
Management Board
Guido Kerkhoff
Chairman of the Management Board (CEO)
Dr. Oliver Falk John Ganem
Member of the Management Board Member of the Management Board (CFO) (CEO AMERICAS)
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Independent Auditor's Report
To Klöckner & Co SE, Düsseldorf, Germany
Report on the audit of the Remuneration ReportWe have audited the Remuneration Report of Klöckner & Co SE, Düsseldorf (formerly Duisburg), for the financial year from January 1, 2025 to December 31, 2025 including the related disclosures, which was prepared to comply with § [Article] 162 AktG [Aktiengesetz: German Stock Corporation Act].
Responsibilities of management and the Supervisory Board
The executive directors and the supervisory board of Klöckner & Co SE are responsible for the preparation of the Remuneration Report, including the related disclosures, that complies with the requirements of § 162 AktG.
The executive directors and the supervisory board 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 or error.
Auditor's responsibilities
Our responsibility is to express an opinion on this Remuneration Report, including the related disclosures, based on our audit. We conducted our audit in accordance with German generally accepted standards for the audit
of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Remuneration Report, including the related disclosures, is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts including the related disclosures stated in the Remuneration Report. The procedures selected depend on the auditor's judgment. This includes the assessment of the risks of material misstatement of the Remuneration Report including the related disclosures, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the preparation of the Remuneration Report including the related disclosures. The objective of this is to plan and perform audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the executive directors and the supervisory board, as well as evaluating the overall presentation of the Remuneration Report including the related disclosures.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Assurance Conclusion
In our opinion, based on the findings of our audit, the Remuneration Report for the financial year from January 1, to December 31, 2025, including the related disclosures, complies in all material respects with the accounting provisions of § 162 AktG.
Reference to an other matter - formal audit of the Remuneration Report according to
§ 162 AktG
The audit of the content of the Remuneration Report described in this auditor's report includes the formal audit of the Remuneration Report required by § 162 Abs. [paragraph] 3 AktG, including the issuance of a report on this audit. As we express an unqualified audit opinion on the content of the Remuneration Report, this audit opinion includes that the information required by § 162 Abs. 1 and 2 AktG has been disclosed in all material respects in the Remuneration Report.
Restriction on use
We issue this auditor's report on the basis of the engagement agreed with Klöckner & Co SE. The audit has been performed only for purposes of the company and the auditor's report is solely in-tended to inform the company as to the results of the audit. Our responsibility for the audit and for our auditor's report is only towards the company in accordance with this engagement. The auditor's report is not intended for any third parties to base any (financial) decisions thereon. We do not assume any responsibility, duty of care or liability towards third parties; no third parties are included in the scope of protection of the underlying engagement.
§ 334 BGB [Bürgerliches Gesetzbuch: German Civil Code], according to which objections arising from a contract may also be raised against third parties, is not waived.
Düsseldorf, March 4, 2026
PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft
Antje Schlotter Verena Polzer
Wirtschaftsprüferin (German Public Auditor) Wirtschaftsprüferin (German Public Auditor)
Klöckner & Co SE Annual Report 2025 12
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