Compensation Report for the 2025 financial year including the auditor's report (012 BGAG Compensation Report 2025)

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Internet: https://www.berentzen-gruppe.de/en

Content

4 Business performance and business result in the context of compensation

5 Change to the compensation system for the Executive Board members from the 2025 financial year

7 Resolution to approve the Compensation Report for the past financial year

7 Composition of the Executive Board, the Supervisory Board and the Personnel Committee of the Supervisory Board

7 Compensation system for Executive Board members

22 Individual compensation for Members of the Executive Board in the 2025 financial year

33 Other disclosures

34 System of compensation of the members of the Supervisory Board

36 Individual compensation for Members of the Supervisory Board in the 2025 financial year

39 Other disclosures

1. Basis for presentation

2. Comparison of the annual change in compensation of the members of the Executive Board

3. Comparison of the annual change in compensation of the members of the Supervisory Board

4. Report of the independent auditor on the formal audit of the remuneration report pursuant to § 162 Abs. 3 AktG

‌Compensation system for Executive Board members: Brief summary

STI compensation component

(short-term variable compensation)

40% share of variable compensation

1. Total shareholder return (TSR) with progressive

   increase if certain thresholds are exceeded

2. Earnings per share (EpS)

• Non-financial performance parameter (20% LTI share):

  Derivation of targets from CSR strategy and corporate strategy

• Cap:

200% of the LTI target amount

- Two financial performance parameters

(40% LTI share each):

LTI compensation component

(long-term variable compensation)

60% share of variable compensation

Clawback/penalty clause

Governance

‌Compensation Report of Berentzen-Gruppe Aktiengesellschaft for the 2025 financial year

The present Compensation Report presents the compensation granted and owed individually by the Berentzen-Gruppe Aktiengesellschaft to the current members of the Executive Board and to the current and former members of the Supervisory Board in the 2025 financial year in a clear and understandable manner and includes, by name, the necessary details and explanations to the extent such information is actually available.

This Compensation Report was compiled jointly by the Executive Board and Supervisory Board of Berentzen-Gruppe Aktiengesellschaft in accordance with the statutory requirements of the German Stock Corporations Act (Section 162 AktG).

According to Section 162 (3) sentence 1 AktG (German Stock Corporations Act), the independent auditor is obliged to audit the Compensation Report. Within the scope of this statutory audit duty, the independent auditor must review whether the information pursuant to Section 162 (1) and (2) AktG has been provided, i.e. the independent auditor is only obliged to perform an audit of formal requirements. The review of the Compensation Report is a separate review pursuant to the German Stock Corporations Act and is not part of the audit of financial statements. The Compensation Report for the 2025 financial year was not subjected to a voluntary audit of the content by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main (Osnabrück branch), the independent auditor for the consolidated financial statements and the annual financial statements of Berentzen-Gruppe Aktiengesellschaft as at December 31, 2025.

1. ‌Review of the 2025 financial year from a compensation point of view

   ‌(1.1) Business performance and business result in the context of compensation

   The Berentzen Group achieved consolidated revenues of EUR 162.9 million (previous year: EUR 182.5 million) in the 2025 financial year. Consolidated EBIT, adjusted for exceptional effects, stood at EUR 8.5 million (previous year: EUR 10.6 million), whilst adjusted consolidated EBIT before depreciation and amortisation (consolidated EBITDA) reached EUR 17.1 million (previous year: EUR 19.3 million).1

   The background to the development of consolidated revenues compared with the previous year was, on the one hand, the loss of revenues in the business unit Non-alcoholic Beverages for the first full year in the 2025 financial year in connection with the sale of the mineral water plant at the Grüneberg site in October 2024. The additional decline is primarily related to changes in consumer behaviour. This was particularly evident in the spirits market in Germany, which was characterised by significant declines in sales and revenues over the course of the year. As a result, consolidated EBIT and, to a large extent, consolidated EBITDA also fell short of the original expectations underlying the company's planning for the 2025 financial year, but nevertheless remained at a solid level.

   ‌1 EBIT (Earnings before Interest and Taxes) represents earnings before income tax expenses or income, financial and investment income, and exceptional effects. Exceptional effects include the effects of non-recurring or extraordinary business transactions, i.e. one-off expenses or income, or those that do not recur regularly in terms of their nature and amount. The adjustments also include the result from the net position of monetary items pursuant to International Accounting Standard (IAS) 29.

   As was the case with its predecessor, the compensation system for members of the Executive Board applicable since the beginning of the 2025 financial year is based on the principle of performance-related compensation ("pay for performance"). Accordingly, the business performance in the 2025 financial year, in which the financial performance criteria set by the Supervisory Board in December 2024, with the inclusion of the company's planning, were not achieved, is reflected in the development of the short-term, one-year variable compensation of the members of the Executive Board for this financial year.

   The end of this financial year also marked the end of the second four-year performance period for multi-year variable compensation under the previous compensation system applicable from 2021 to 2024 (2021 compensation system). While the performance criteria for its share-based performance parameters are derived directly from this system itself, the Supervisory Board had set the targets for its non-financial performance parameters. After the system-compliant combined calculation of the two differently weighted performance parameters, the overall target achievement rate was around 65% (previous year: around 85%), which earned corresponding compensation for the performance period 2022 to 2025.

   The variable compensation component earned at the end of the 2025 financial year will be paid out in the 2026 financial year, subject to a corresponding determination by the Supervisory Board, which will take place after the date of preparation of this Compensation Report.

   ‌(1.2) Change to the compensation system for the Executive Board members from the 2025 financial year

   The Supervisory Board and, in preparation for this, its Personnel Committee have reviewed the compensation system for the members of the Executive Board in the 2024 financial year as scheduled and, taking into account further developments, resolved to amend it with effect from January 1, 2025 (2025 compensation system).

   In developing the compensation system for the members of the Executive Board, the Supervisory Board and its Personnel Committee were supported by an independent external compensation expert. In the course of this, an assessment was also made of the customary nature and appropriateness of the compensation of the Executive Board in accordance with the compensation system, in line with the requirements of stock corporation law and the relevant recommendations of the German Corporate Governance Code.

   The 2025 compensation system adopted by the Supervisory Board on December 5, 2024 on the recommendation of its Personnel Committee was submitted to the Annual General Meeting of Berentzen-Gruppe Aktiengesellschaft on May 23, 2025 for approval pursuant to Section 120a (1) sentence 1 of the German Stock Corporation Act (AktG).

   The following section provides an overview of the key changes in the 2025 compensation system compared to the 2021 compensation system:

   Compensation system: overview of the main changes

   Compensation system 2025

Increase in ZEG if consolidated EBIT exceeds

target by 5 per cent per percentage point of target exceedance (= factor of 5)

Inclusion in the LTI with a weighting of 12.5%

The Compensation Report for the 2024 financial year was prepared in accordance with the statutoy requirements of Section 162 of the German Stock Corporation Act (AktG) and was subject to a formal audit by the auditor in accordance with the legal requirements of Section 162 (3) sentence 1 AktG. The Annual General Meeting of Berentzen-Gruppe Aktiengesellschaft on May 23, 2025 rejected its approval with a majority of 62.26% of the votes cast in this resolution pursuant to Section 120a (4) AktG.

The Executive Board and Supervisory Board have thoroughly discussed this vote by the Annual General Meeting. To their knowledge, no specific, objective reasons were put forward by the Annual General Meeting against this Compensation Report. Against this background, the Executive Board and Supervisory Board saw no reason to make any significant changes to the reporting on the compensation of the members of the Executive Board and Supervisory Board and its presentation in the Compensation Report for the 2025 financial year.

There were no changes to the composition of the Executive Board in the 2025 financial year.

The changes in the composition of the Supervisory Board during this financial year are presented in section (3.2.1) of this Compensation Report. However, this did not result in any changes in the composition of its committees, in particular the Personnel Committee. The Personnel Committee is generally responsible for preparing matters relating to the compensation of the members of the Executive Board and the Supervisory Board for the Supervisory Board.

1. ‌Compensation of members of the Executive Board

The compensation of the Executive Board and the system of compensation for the Executive Board are determined by the Supervisory Board, with the Personnel Committee of the Supervisory Board being responsible for preparing the relevant resolutions. The Supervisory Board may call in external consultants if necessary, ensuring that they are independent of the Executive Board and the company.

The Personnel Committee of the Supervisory Board prepares the regular review of the compensation system for Executive Board members by the Supervisory Board. If necessary, the Personnel Committee recommends changes to the Supervisory Board.

In the event of significant changes, but at least every four years, the compensation system is submitted to the Annual General Meeting for approval. If the Annual General Meeting does not approve the compensation system put to the vote, a revised compensation system is submitted for resolution at the next Annual General Meeting at the latest.

The 2025 compensation system has been in effect since January 1, 2025 and includes the relevant legal requirements of the German Stock Corporation Act (AktG) and, with one exception, the recommendations of the German Corporate Governance Code (DCGK). It was applied to all current members of the Executive Board in the 2025 financial year. To this end, the existing management contracts of the current members of the Executive Board were amended accordingly with retroactive effect from January 1, 2025.

The multi-year variable compensation granted to the members of the Executive Board in the 2025 financial year, on the other hand, is based on commitments and stipulations made under the 2021 compensation system and in accordance with their management contracts for the 2022 financial year, which were still concluded under this system.

In accordance with this compensation system, the Supervisory Board made the necessary findings regarding the achievement of targets for the variable compensation components at its meeting on March 25, 2025, after the end of the 2024 financial year, and set these accordingly for the 2024 financial year. In this financial year the Supervisory Board has not exercised the option established in the 2021 compensation system by law of deviating temporarily from the compensation system in the interest of the long-term well-being of the company, as detailed in this compensation system.

The 2025 compensation system promotes the implementation of the long-term corporate strategy of sustainable profitable growth. It promotes implementation of non-financial strategic objectives and provides incentives for creating long-term and sustainable value while, at the same time, avoiding undue risks. In addition, this approach also specifically promotes the shareholders' interests in an appropriate long-term, continuous and sustainable return. It is intended that the Executive Board members be granted, within the relevant legal framework, a market-based but competitive compensation package in order to encourage the loyalty of qualified Executive Board members to Berentzen-Gruppe Aktiengesellschaft and to attract new Executive Board members to the Company.

The 2025 compensation system comprises non-performance-based (fixed) and performance-based (variable) compensation components. In the event of performance targets being 100% reached in each case, the ratio of the short-term, single-year variable compensation (short-term incentive, STI) to long-term, multiple-year variable compensation (long-term incentive, LTI) stands at 40:60 after rounding. In the case of special achievements or special project successes, which in particular make a contribution to sustainable corporate performance, the Supervisory Board may further decide to award an additional voluntary special allowance.

The following overview provides a summary of the individual components of the 2025 compensation system and of the underlying objectives including the link to strategy and the specific structure of the individual compensation components. These are further explained in section (2.1.5) below.

Multiple-year variable compensation (LTI)

Performance indicators:

1. Consolidated EBIT (adjusted)

2. Earnings per share (EpS)

1. Range of target achievement for consolidated EBIT: 80 to 150% of the target value

2. EpS: If the target value for consolidated EBIT is exceeded (target achievement > 100%), the STI is increased by factors that rise in line with EpS for each percentage point by which the target value is exceeded.

Cap: 200% of the STI target amount Performance period:

3 years

LTI target amount (degree of target achievement 100%): EUR 226.8

Executive Board to the implementation of financial targets within the framework of the corporate strategy and the interests of shareholders in a secure dividend

Consideration of successful implementation of the corporate strategy over the long term

thousand Financial share-based performance parameters Incentivisation with regard to a sustainable

return on the Berentzen-Gruppe

Total Shareholder

Return (TSR)

Weighting: 40% of the LTI

Performance parameter:

Relative percentage change in the company's share price during the performance period, including dividends distributed, expressed as a TSR factor.

Aktiengesellschaft share, consideration of the commercial shareholder interests

1. Bandwidth target achievement level: 0 to 200 per cent

2. Increase in the TSR factor with factors graded upwards depending on the exceeding of certain TSR thresholds per percentage point of the threshold exceeded

Cap: 200% of the proportionate LTI target amount

Earnings per share

(EPS)

Non-financial

Weighting: 40% of the LTI

Performance parameter:

Earnings per share (EpS)

1. Target achievement range:

   66.67 to 166.67%

2. Within the target achievement range, linear increase in the proportionate LTI target amount within a range of 50% to 200% of the proportionate LTI target amount

   Cap: 200% of the proportionate LTI target amount

   Weighting: 20% of the LTI Consideration of the Executive Board's

   performance parameter

   Performance parameter:

   1. Derivation of two to four, generally identically weighted non-financial targets from the CSR strategy or from the corporate strategy

   2. Parameters and requirements for 100% target achievement are defined when setting the non-financial targets and can be of a qualitative and quantitative nature

Range of degree of target achievement: 80 to 200%.

contribution to implementation of the corporate strategy and to the long-term development of the Company

Voluntary special One-off payment without legal entitlement Consideration of the contribution of

allowance individual Executive Board members to

Performance parameter:

Special achievements on the part of an Executive Board member or special project successes which in particular make a contribution to sustainable corporate performance Definition at the reasonable discretion of the Supervisory Board

• on an individual basis

• to the extent that the special achievement/special project success is not already considered in the single-year variable compensation for the relevance performance period Cap:

Total of voluntary special allowance + single-year variable compensation < target amount for multiple-year variable compensation in the relevant performance period

sustainable business performance

granted pursuant to Section 87a (1) Sentence 2

No. 1 AktG)

whether these accrue in the financial year in question or at a later

point in time - taking into consideration the respective upper limits (cap or highest percentage of the range) of the single- and multiple-year compensation components

Reduction in (malus)

and reclaiming of (clawback) variable compensation components

Payments in the event of premature

Malus:

Possibility of reducing variable compensation components in the

event of breaches of duty or compliance Clawback:

Possibility to reclaim variable compensation payments that are linked to the achievement of the relevant targets and were wrongly paid out on the basis of incorrect data (difference)

Severance payment in the event of premature termination of the executive contract for a good cause for which the member of the

termination of Executive Executive Board is not responsible and - where agreed in the

Board activity (severance cap)

employment contract - due to a "change of control" event having

occurred Cap:

A maximum of two total compensation payments or of an amount

corresponding to the total compensation pro rata temporis that would have been payable overall for the remaining term of the contract

The target total compensation is such compensation as would be paid to an Executive Board member for a financial year (performance period) as an aggregate of all fixed and variable compensation components that would be paid overall if the degree of target achievement amounted to 100% in both of the two compensation components, STI and LTI. This is independent of whether the individual compensation component is granted or owed in the financial year in question or at a later point in time.

The Supervisory Board determines in compliance with the compensation system the amount of the target total compensation for each Executive Board member. In this context, the Supervisory Board not only takes into consideration an appropriate relationship to the tasks and performance of the Executive Board member but also the economic situation of Berentzen-Gruppe Aktiengesellschaft.

The following chart shows an overview of the relative shares of the individual compensation components in the target total compensation:

The compensation of the members of the Executive Board generally consists of the fixed compensation components of basic compensation and fringe benefits as well as the variable compensation components of STI and LTI. Furthermore, it is possible under certain circumstances to additionally pay a voluntary variable special allowance.

(2.1.5.1.1) Basic compensation

Each Executive Board member receives a fixed annual basic compensation. This amount is paid out in twelve monthly instalments.

The purpose of the basic compensation is to retain and attract highly qualified executives with relevant professional and management experience as members of the Executive Board for the company. It also ensures that members of the Executive Board receive an appropriate income and avoids the company taking on unreasonable risks.

(2.1.5.1.2) Fringe benefits

The fringe benefits comprise in detail:

• Company car, including private use,

• Earmarked payment in the amount of EUR 20 thousand annually to use for a financial instrument suitable for a pension plan

• Continued payment of compensation in the event of illness,

• Accident insurance (as part of group accident insurance),

• D&O insurance with deductible as specified in the Stock Corporations Act (AktG).

The fringe benefits are intended to contribute to providing the members of the Executive Board with a compensation package that is both in line with market conditions and competitive.

(2.1.5.2.1) Single-year variable compensation (STI)

The STI's performance parameters are adjusted consolidated EBIT and dividend capacity, which are expressed in terms of earnings per share (EpS) calculated at Group level. This includes the operating performance of a financial year (STI performance period) and at the same time provides compensation for the annual contribution to the implementation of the financial targets within the framework of the corporate strategy and the shareholders' interest in a secure dividend.

To this end, the Supervisory Board sets a target value for consolidated EBIT for the respective STI performance period before the start of the respective STI performance period. This target value is set with the inclusion of the corporate planning for the respective financial year approved by the Supervisory Board. The thresholds relevant for the STI, as shown in the calculation matrix below, are fixed and apply to all STI performance periods under this compensation system. The achievement of the target for consolidated EBIT is determined by comparing the target value with the actual consolidated EBIT and the actual EpS achieved at the end of the STI performance period on the basis of the audited consolidated financial statements for the respective financial year.

The range of the target achievement level relevant for consolidated EBIT is between 80% and 150% of the target value, and the amount of the STI is therefore limited to 200% of the STI target amount (cap).

The EpS are only relevant for the amount of the STI compensation component if the target achievement level for the consolidated EBIT is greater than 100%.

The relationship between the degree of target achievement for consolidated EBIT and the amount of the STI correlates linearly from a target achievement level of 80% until the target value for consolidated EBIT is reached. If this target value is exceeded, i.e. the target achievement rate for consolidated EBIT is greater than 100%, the correlation between the target achievement rate for consolidated EBIT and the amount of the STI depends on the EpS and is as follows:

The following overview contains a graphical representation of the relationship between the degree of target achievement for consolidated EBIT, EpS and the resulting STI amount, subject to any adjustments in the event of exceptional developments:

The STI compensation component for the respective financial year as the respective STI performance period is determined in two steps:

In the first step, the percentage amount of the STI compensation component is determined on the basis of the degree to which the consolidated EBIT target has been achieved and depending on the EpS in accordance with the calculation matrix described above, and is then multiplied by the STI target amount. The Supervisory Board may adjust the consolidated EBIT performance parameter in the event of exceptional developments using a discretionary multiplier between 80% and 120%; an adjustment to more than 200% of the STI target amount is excluded.

In a second step, the Supervisory Board reviews whether any breaches of duty or compliance violations on the part of the Executive Board member in the STI performance period make it necessary to adjust downwards the STI determined in the first step. The Supervisory Board will decide on the extent of the reduction depending on the severity of the breach of duty at its reasonable discretion.

The STI determined after completion of the second step represents its payout amount and is paid to the member of the Executive Board as a cash benefit. The Supervisory Board determines the STI at the first ordinary Supervisory Board meeting of the financial year following the STI performance period. It is due by the end of the calendar month following the determination, provided that the consolidated financial statements have been approved by that date; otherwise, it is due immediately after approval of the consolidated financial statements.

(2.1.5.2.2) Multiple-year variable compensation (LTI)

The LTI is designed to ensure the long-term successful implementation of the corporate strategy is taken into account in line with the interests of shareholders. It consists of two financial, share-based performance parameters (KPI I and KPI II) and one nonfinancial performance parameter (KPI III). Within the LTI compensation component, the financial performance parameters are weighted at 40% each and the non-financial performance parameter at 20%. The performance period for the LTI compensation component is three years (LTI performance period), beginning with the financial year for which the specific LTI compensation component is committed.

The amount of the LTI compensation component is thus determined by the development or degree of target achievement of the following financial and non-financial performance parameters:

The share-based performance parameters are intended to incentivise the members of the Executive Board to achieve a sustainable return on shares and to ensure comprehensive inclusion of the interests of shareholders in the successful performance of the company's shares.

LTI-TSR compensation component (KPI I)

The LTI-TSR compensation component is measured according to the performance parameter of total shareholder return (TSR), which also represents part of the share-based variable compensation. It is weighted at 40% of the LTI target amount (LTI-TSR target amount).

The amount of the LTI-TSR compensation component depends on the relative percentage performance of the company's share price during the LTI performance period, taking into account the dividends distributed during the LTI performance period.

The TSR of the company's share during the LTI performance period, expressed as a percentage, is calculated using the quotient of

(1) the average stock market price of the company's share in the last financial year of the LTI performance period plus the dividends distributed during the LTI performance period (final value), and (2) the average market price of the company's shares in the financial year immediately preceding the LTI performance period (base value).

In order to reduce the effects of random and unsustainable price developments, the share prices relevant for the TSR are calculated as follows: The base value is measured by the average, commercially rounded closing price of the company's shares in stock exchange trading on the Xetra trading platform of Deutsche Börse AG, Frankfurt am Main (Xetra trading) in the last financial year before the start of the LTI performance period. The share price relevant for the final value is calculated based on the average, commercially rounded closing price of the company's shares in Xetra trading in the last financial year of the LTI performance period.

The TSR calculated in this way is converted into a percentage TSR factor, which increases disproportionately if the TSR exceeds certain thresholds. The thresholds and the calculation of the TSR factor are as follows:

The LTI-TSR compensation component is calculated as the product of the TSR factor achieved and the LTI-TSR target amount and is limited to 200% of the LTI-TSR target amount.

The following overview contains a graphical representation of the possible amount of the LTI-TSR compensation component depending on the amount of TSR achieved in the LTI performance period:

LTI-EpS compensation component (KPI II)

The LTI EpS compensation component focuses on the development of the earnings per share (EpS) performance parameter during the LTI performance period as a further share-based performance parameter. It is weighted at 40% of the LTI target amount (LTI EpS target amount).

Before the start of the respective LTI performance period, the Supervisory Board sets a target value for the cumulative EpS for the respective LTI performance period. This target value is set at Group level, with the inclusion of the corporate planning for the respective LTI performance period submitted to the Supervisory Board. The achievement of the target is determined at the end of the LTI performance period on the basis of the audited consolidated financial statements by comparing the target value with the actual cumulative EpS achieved for the respective LTI performance period, expressed as a target achievement ratio. For this purpose, the EpS actually achieved in the respective financial years of the LTI performance period are added together. If the EpS for a financial year is less than EUR 0, an EpS value of EUR 0 is included in the calculation for that year.

A target achievement level of 66.67% forms the lower limit for the LTI-EpS compensation component, i.e. if the target achievement level is less than 66.67% of the target value, the LTI-EpS compensation component is set at EUR 0. If the lower limit is achieved, the LTI-EpS compensation component amounts to 50% of its target amount. The upper limit of the target achievement level is 166.67% of the target value and corresponds to an LTI-EpS compensation component of 200% of its target amount. The amount of the LTI-EpS compensation component is therefore limited to 200% of the LTI-EpS target amount. Between the lower limit and the upper limit, the LTI-EpS compensation component increases linearly.

The following overview contains a graphical representation of the possible amount of the LTI-EpS compensation component depending on the degree to which the EpS target is achieved:

LTI-NF compensation component

The LTI-NF compensation component includes the contribution made by the Executive Board to the implementation of the corporate strategy and thus also to the long-term development of the company. It is weighted at 20% of the LTI (LTI-NF target amount).

The non-financial targets are derived from the company's corporate social responsibility (CSR) strategy or corporate strategy.

The Supervisory Board sets the specific non-financial targets before the start of the respective LTI performance period. A total of two to four non-financial targets can be set, which are generally weighted equally. When setting the specific non-financial targets, the conditions under which the respective target is "fully achieved" (100% target achievement) and the parameters used to assess the degree of target achievement are defined. The parameters can be qualitative or quantitative in nature. The achievement of each individual non-financial target is determined on the basis of the following possible target achievement levels:

The assessment of the degree to which each individual target has been achieved and the determination of the overall degree to which the LTI-NF compensation component has been achieved are carried out at the end of the LTI performance period.

To determine the overall degree to which the LTI-NF compensation component has been achieved, the degrees to which each individual target has been achieved are added together, with the inclusion of their respective weightings.

The range of the overall target achievement level relevant for the LTI-NF compensation component is between 80% and 200% of the LTI-NF target amount.

An overall target achievement level of 80% forms the lower limit for the LTI-NF compensation component. If the overall target achievement level is less than 80%, the LTI-NF compensation component is set at EUR 0. If the lower limit is achieved, the LTI-NF compensation component amounts to 80% of its target amount. The upper limit of the target achievement level is 200% and corresponds to an LTI-NF compensation component of 200% of its target amount. The amount of the LTI-NF compensation component is therefore limited to 200% of the LTI-NF target amount. The LTI-NF compensation component increases linearly between the lower limit and the upper limit.

The following overview contains a graphical representation of the possible amount of the LTI-NF compensation component depending on the overall degree of achievement of the non-financial targets:

Setting of the LTI for the performance period in question is performed in two steps:

In a first step, the individually calculated amounts for the LTI-TSR compensation component, the LTI-EpS compensation component and the LTI-NF compensation component are added together.

In a second step, the Supervisory Board reviews whether any breaches of duty or compliance violations on the part of the Executive Board member in the LTI performance period make it necessary to adjust downwards the LTI determined in the first step. The Supervisory Board will decide on the extent of the reduction depending on the severity of the breach of duty at its reasonable discretion.

The LTI determined after completion of the second step represents its payout amount and is paid to the Executive Board member as a cash benefit. The Supervisory Board determines the LTI at the first Supervisory Board meeting of the financial year following the LTI performance period. It is due by the end of the calendar month following the determination, provided that the consolidated financial statements have been approved by that date, otherwise immediately after approval of the consolidated financial statements.

In the case of special achievements on the part of an Executive Board member or in the case of special project successes which in particular make a contribution to sustainable corporate performance, the Supervisory Board may grant an Executive Board member or more than one Executive Board member an additional voluntary, variable special allowance. The potential granting of the voluntary special allowance is intended to take into consideration the contribution of the individual Executive Board member to the sustainable business performance.

The setting of this allowance is at the reasonable discretion of the Supervisory Board. The Supervisory Board will only make use of this possibility in individual cases if and to the extent this is necessary to ensure appropriate compensation of the Executive Board members in the given special situation if the Company obtains at the same time an additional material and/or immaterial advantage from the granting of the specific voluntary special allowance and if the special performance or the special project success has not already been taken into consideration in the STI granted for the relevant performance period. When setting any voluntary special allowance, the Supervisory Board takes account of the parameters guiding their reasonable discretion that the total of any voluntary special allowance set for the relevant performance period and the single-year variable compensation (STI) actually set is lower than the target amount of the multiple-year variable compensation (LTI) (cap).

Any voluntary special allowance being set in specific circumstances will be treated as a one-off payment to which there will not be any legal entitlement for the future.

The Supervisory Board assesses and, if applicable, determines the voluntary special compensation for the relevant performance period at the Supervisory Board meeting at which it determines the STI for the relevant performance period. The voluntary special compensation determined is paid as a cash benefit. It is due by the end of the calendar month following the determination, provided that the consolidated financial statements of Berentzen-Gruppe Aktiengesellschaft have been approved by that date; otherwise, it is due immediately after approval of the consolidated financial statements.

The maximum compensation corresponds to the total of the maximum amount of all fixed and variable compensation components for the financial year in question for the Executive Board member in question - irrespective of whether they will be paid out in the financial year in question or at a later point in time - taking into consideration the respective upper limits (cap or highest percentage of the range of 200% of the target amount in each case) of the single- and multiple-year variable compensation components (STI and LTI). The maximum compensation is determined by the Supervisory Board as an amount for each Executive Board member.

The following diagram shows an overview of the relative shares of the individual compensation components in the maximum compensation:

1)Variable compensation components without any voluntary special allowance. By its very nature, any voluntary special allowance is not included in any consideration of the maximum compensation as in the event of maximum compensation the STI actually set for the specific performance period exceeds the LTI target amount.

In the event of breaches of duty or compliance violations on the part of an Executive Board member, the Supervisory Board may reduce the variable compensation components. The Supervisory Board will decide on the extent of the reduction depending on the severity of the breach of duty at its reasonable discretion. The severity of the specific breach of duty will be assessed on the basis of the standard contained in Section 93 AktG. According to this standard, relevant breaches of duty may comprise breaches of statutory, supervisory or contractual duties or infringement of the Company's internal regulations, specifically compliance violations. Before the malus regulation can take effect a sufficiently serious breach of duty on the part of the Executive Board member must have taken place that, subject to considerations of proportionality, justifies an effect on the variable compensation. Any claims for damages against the Executive Board member remain unaffected.

If variable compensation components that are linked to the achievement of relevant targets were wrongly paid out on the basis of incorrect data, Berentzen-Gruppe Aktiengesellschaft reserves the right to reclaim the difference resulting from the recalculation of the amount of the variable compensation in comparison to the payout made. The Supervisory Board will decide at its reasonable discretion on whether this reservation is exercised.

In the event of premature termination of the executive contract, in no case will payments be made to the Executive Board member that - including fringe benefits - exceed two total compensation payments or an amount corresponding to the total compensation pro rata temporis that would have been payable overall for the remaining term of the contract (severance cap). For the calculation of the severance cap, reference is made to the total compensation of the past financial year and, where necessary, to the expected total compensation for the current financial year in which the premature termination of the executive contract is taking place. If the executive contract is terminated for good cause pursuant to Section 626 BGB (German Civil Code) for a reason for which the Executive Board member is responsible, no payments will be made to the Executive Board member.

The executive contract of individual Executive Board members can specify that a severance payment of the above maximum amount will be granted after termination of the Executive Board member in connection with a "change of control" event. A "change of control" event in the above meaning has occurred (1) upon the coming into existence of a takeover obligation pursuant to the German Securities Acquisition and Takeover Act (WpÜG) relating to the Company's shares or (2) in the event of approval by the Annual General Meeting of a merger with another company in which Berentzen-Gruppe Aktiengesellschaft would be the disappearing entity or by way of which the existing shareholders of Berentzen-Gruppe Aktiengesellschaft hold less than 50 % of the shares in the company or Berentzen-Gruppe Aktiengesellschaft receives a principal shareholder that would be obliged to perform a takeover transaction in the event of a share purchase pursuant to the German Securities Acquisition and Takeover Act, or (3) in the event of approval of the Annual General Meeting to a domination or profit and loss transfer agreement with Berentzen-Gruppe Aktiengesellschaft as the dependent entity.

No payments in excess of this severance payment will be granted.

In accordance with the Articles of Association, the Executive Board was composed of two members for the entire 2025 financial year:

Current members of the Executive Board

The following table contains an overview of the absolute and relative shares, defined by the Supervisory Board for each member of the Executive Board, of the individual compensation components in the target total compensation and in the maximum compensation of the members of the Executive Board for the 2025 financial year, broken down by the individual Executive Board members.

The compensation payments actually granted and owed to the members of the Executive Board for variable compensation components are payable to them depending on the relevant target achievement and not until after the end of the 2025 financial year or the relevant performance period in each case.

1)Fringe benefits: 4% of the target total compensation (flat-rate assumption).

2)Variable compensation components without any voluntary special allowance. By its very nature, any voluntary special allowance is not included in any consideration of the maximum compensation as in the event of maximum compensation the STI actually set for the specific performance period exceeds the LTI target amount.

Under Section 162 AktG, the compensation granted and owed to each current or former member of the Executive Board in the past financial year is to be reported in the Compensation Report.

The so-called vesting-oriented approach is used as a basis. Accordingly, compensation components are stated in the compensation report for the financial year in which the one-year or multi-year activity underlying the respective compensation component was fully provided, irrespective of the actual date of receipt. A compensation component is not only deemed to have been "granted" in the event of a factual inflow, but also if the activity on which it is based has been conclusively performed by the end of the

financial year. A compensation component is "owed" if it is due but has not yet been fulfilled. The compensation granted and owed for the financial year therefore includes all compensation components earned as a result of the activity. This approach enables a transparent and accurate presentation of the link between compensation and the performance of the company for and during the same financial year, and thus further supports the idea of "pay for performance".

The following diagram depicts the understanding of the concept of granted compensation as defined in Section 162 AktG as applied here according to the accrual method:

The compensation as defined in Section 162 (1) sentence 1, sentence 2 No. 1 AktG that was granted and owed to the members of the Executive Board in the 2025 financial year is presented below.

The statements on compensation relate to the compensation components "granted and owed" in the financial year in question, for which the concept definitions cited in the previous section (2.2.3.1) are taken as a basis.

In detail, the members of the Executive Board were granted and owed the following compensation as defined in Section 162 (1) Sentence 1 AktG in the 2025 financial year - exclusively by Berentzen-Gruppe Aktiengesellschaft:

1)Amount and payout of the granted single-year variable compensation payments (STI) for the 2025 financial year and the multi-year variable compensation (LTI) for the 2022 to 2025 financial years, subject to their determination by the Supervisory Board in accordance with the 2025 resp. 2021 compensation system for the members of the Executive Board.

The basic compensation and fringe benefits granted in the 2025 financial year correspond to the 2025 compensation system. They were granted to promote the long-term development of the company in the manner described in section (2.1.5.1). No performance criteria are to be applied with regard to either the basic compensation or the fringe benefits, since this is a fixed compensation in each case.

(2.2.3.4.1) Single-year variable compensation (STI)

Similarly, the single-year variable compensation granted in the 2025 financial year corresponds to the 2025 compensation system. The corresponding compensation agreements are based on two objectives: Firstly, to promote the development of the company by making the amount of consolidated EBIT and thus the operating profitability of the company a key factor in determining the performance-related compensation of the Executive Board. Secondly, linking consolidated EBIT to the other performance parameter relevant to this compensation component, earnings per share (EpS), which expresses the company's dividend capacity, serves the interests of shareholders in a secure dividend.

The performance criteria for this compensation component described in sections (2.1.3) and (2.1.5.2.1) above and their application are outlined in the table below:

1)Amount and payout of the granted single-year variable compensation payments (STI) for the 2025 financial year are subject to setting by the Supervisory Board in accordance with the 2025 compensation system.

2)According to the 2025 compensation system, the range of the degree of target achievement relevant for the single-year variable compensation (STI) is between 80% and 150% of the target value. See the table in section (2.1.5.2.1).

(2.2.3.4.2) Multiple-year variable compensation (LTI)

The multi-year variable compensation granted in the 2025 financial year, on the other hand, was not based on the 2025 compensation system, but on the 2021 compensation system.

The provisions of this compensation system described below and the corresponding compensation agreements pursue the goal of the overall long-term successful implementation of the corporate strategy, measured against financial and non-financial performance parameters.

The LTI is designed to include the long-term successful implementation of the corporate strategy. It consists of a share-based performance parameter and a non-financial performance parameter. The performance period for the LTI is four years (LTI performance period), beginning with the financial year for which the specific LTI is granted.

The share-based performance parameter aims to incentivise the members of the Executive Board with a view to achieving a sustainable return on the shares of Berentzen-Gruppe Aktiengesellschaft and the associated comprehensive inclusion of the quantitative interests of its shareholders. The specific incentive is based on the performance parameter of total shareholder return (TSR), which also represents the share-based portion of the variable compensation. The LTI-TSR is weighted at 87.5% of the LTI.

The TSR includes the total shareholder return over the LTI performance period and is calculated as the ratio of the share price performance plus dividends paid at the end of the LTI performance period to the share price at the beginning of the LTI performance period.

In order to reduce the effects of random and unsustainable price developments, the relevant share prices are calculated as follows: The initial share price is the average, commercially rounded closing price in Xetra trading over the last 90 trading days prior to the start of the LTI performance period. The final share price is determined analogously as the average of the closing prices over the last 90 trading days prior to the end of the LTI performance period.

The average period used to calculate the initial share price is not part of the LTI performance period.

The TSR of Berentzen-Gruppe Aktiengesellschaft determined in accordance with these calculation parameters is compared - for final use in the LTI - with the development of the TSR of the selected peer companies in the LTI performance period. The group of peer companies comprises companies listed on the German stock index SDAX of Deutsche Börse AG, Frankfurt am Main, throughout the entire LTI performance period.

To determine the target achievement for the LTI-TSR, the TSR of Berentzen-Gruppe Aktiengesellschaft and the TSR of the peer group are ranked and the relative positioning is expressed on the basis of the percentile rank achieved. The target achievement for the LTI-TSR is determined according to the following percentile system: The possible target achievement level ranges from 0% to a maximum of 200%. If the ranking is below the 25th percentile, the target achievement level is 0%. If the ranking is at the 25th percentile (threshold value), the target achievement level is 50%. If the relative TSR achieved by Berentzen-Gruppe Aktiengesellschaft corresponds to the median (50th percentile) of the peer group, the target achievement level is 100%. To achieve the maximum target achievement level of 200%, at least the 75th percentile must be reached. Intermediate values are interpolated linearly in the case of both positive and negative deviations.

The reference for determining the rankings is the composition of the SDAX on the last day of the LTI performance period, adjusted for companies that were only included in the SDAX after the start of the LTI performance period. The composition of the peer group may be adjusted in the future if market or company conditions change.

The following overview contains a graphical representation of the relationship between the positioning based on the percentile rank achieved and the degree of target achievement in relation to the target achievement for the LTI-TSR:

The non-financial performance parameter is intended to take into account the contribution of the Executive Board to the implementation of the corporate strategy and thus also to the long-term development of the company. It is weighted at 12.5% of the LTI.

The non-financial targets were derived from the corporate social responsibility (CSR) strategy and the corporate strategy of Berentzen-Gruppe Aktiengesellschaft.

The Supervisory Board set the specific non-financial targets at the beginning of the respective LTI performance period in which the 2021 compensation system was or is applicable. A total of two to four non-financial targets were set, which are generally weighted equally. When setting the specific non-financial targets, the conditions under which the respective target is "fully achieved" (100% target achievement) and the parameters used to assess the degree of target achievement are defined. The parameters can be qualitative or quantitative in nature. The achievement of the individual non-financial target is determined on the basis of the following possible target achievement levels:

The LTI for the respective LTI performance period is determined in two steps:

In the first step, the weighted overall achievement level for the LTI, consisting of the target achievement levels for the share-based performance parameter and for the non-financial performance parameter, is determined. This overall target achievement level is then multiplied by the LTI target amount.

In the second step, the Supervisory Board checks whether any breaches of duty or compliance by the Executive Board member during the LTI performance period necessitate a reduction in the LTI determined in the first step. The Supervisory Board decides on the extent of the reduction at its discretion, depending on the severity of the breach of duty.

The LTI determined after completion of the second step represents its payout amount and is paid to the Executive Board member as a cash benefit. The Supervisory Board determines the LTI at the first Supervisory Board meeting of the financial year following the LTI performance period. The payout amount of the LTI is due by the end of the calendar month following the determination.

The performance criteria described above for this compensation component and their specific application are presented in the following overviews.

1)Amount and payout of the multiple-year variable compensation (LTI) granted for the financial years 2022 to 2025, subject to its determination by the Supervisory Board in accordance with the 2021 compensation system.

2)According to the 2021 compensation system, the maximum target achievement level relevant for multi-year variable compensation (LTI) is between 0% and 200% of the target value.

Oliver Schwegmann

Multiple-year variable compensation (LTI)

LTI 2022 - 2025 69.8 28.5 57.0

Ralf Brühöfner

Multiple-year variable compensation (LTI)

LTI 2022 - 2025 69.8 28.5 57.0

1)Total Shareholder Return (TSR) of Berentzen-Gruppe Aktiengesellschaft shares in the LTI performance period 2022 to 2025, calculated according to the 2025 compensation system.

2)Percentile rank of the TSR of Berentzen-Gruppe Aktiengesellschaft shares compared with the TSR of the peer group (companies listed in the SDAX index of Deutsche Börse AG, Frankfurt am Main, during the entire LTI performance period) in the LTI performance period 2022 to 2025, according to the applicable 2025 compensation system.