Do : Remuneration Report

About this update from Do & Co Aktiengesellschaft

DO & CO AKTIENGESELLSCHAFT REMUNERATION REPORT 1 BUSINESS YEAR 2024/2025 TABLE OF CONTENTS FOREWORD 2 BUSINESS DEVELOPMENT 2024/2025 2 REMUNERATION OF THE MANAGEMENT BOARD 3 Key principles of the remuneration policy for the members of the Management Board . 3 Non-performance-related, fixed remuneration 4 Performance-related, variable remuneration 4 Claims in the event of termination of Management Board activity 6 Remuneration of the Management Board in the business year 2024/2025 6 Composition of the Management Board 6 Non-performance-related, fixed remuneration paid 7 Performance-related, variable remuneration paid 8 Granted performance-related variable remuneration entitlements from the business year 2024/2025 8 Other remuneration components and agreements 10 Total Management Board remuneration in the business year 2024/2025 11 Annual change in total remuneration, the company's financial performance, and the average employee remuneration 13 Remuneration of former Management Board members 14 Deviations from the remuneration policy 14 REMUNERATION OF THE SUPERVISORY BOARD 14 APPENDIX to the Remuneration Report 16 Remuneration development of the Management Board members of DO & CO Aktiengesellschaft active during the business year 2024/2025 16 Remuneration development of former members of the Management Board of DO & CO Aktiengesellschaft 19 ‌FOREWORD This remuneration report was prepared by the Management Board and the Supervisory Board of DO & CO Aktiengesellschaft in accordance with Section 78c in conjunction with Section 98a of the Austrian Stock Corporation Act (AktG) and gives a comprehensive overview of the remuneration received by the Management Board and the Supervisory Board of DO & CO Aktiengesellschaft in the business year 2024/2025. The remuneration report for the business year 2023/2024 was presented to the 26th Annual General Meeting on 25 July 2024 and did not receive the required majority for approval, obtaining 49% of the valid votes cast. The Management Board and the Supervisory Board have taken the limited approval expressed by shareholders at the Annual General Meeting regarding the remuneration report for the business year 2023/2024 as an opportunity to comprehensively revise and clarify the remuneration report. Going forward, in particular the remuneration of former Management Board members will be presented in a clearly structured manner to fully meet shareholders' expectations for transparency. In addition, the basis for the Management Board's entitlements to variable remuneration and the corresponding payouts will be disclosed in greater detail. ‌BUSINESS DEVELOPMENT 2024/2025 DO & CO Aktiengesellschaft continues its track record of success this year, surpassing previous records in two key performance indicators. For the first time, revenue exceeded € 2 billion, and an EBIT margin of 8.0% in a financial year marked the highest in the company's history. In the completed business year 2024/2025, revenue increased by 26.3% to € 2,298.12 million. At the same time, DO & CO Aktiengesellschaft improved its EBIT margin by 0.53 percentage points to 8.0%. The level of cash and cash equivalents declined to € 174.17 million due to loan repayments totaling € 171.79 million in the business year 2024/2025. Particularly positive is the development of the net debt to EBITDA ratio, which was further reduced during the business year 2024/2025 and stood at 0.64 as of 31 March 2025 (previous year: 1.08). The equity ratio also rose to a pleasing 37.6% in the business year 2024/2025 (previous year: 27.4%). The positive trend also continued in earnings. In the business year 2024/2025, DO & CO Aktiengesellschaft achieved the highest EBITDA in the company's history, amounting to € 262.39 million. The share of profit attributable to the shareholders of DO & CO Aktiengesellschaft (consolidated net income) amounts to € 92.43 million (previous year: € 66.22 million). Earnings per share thus amount to € 8.42 (previous year: € 6.24). A particularly positive development was the conclusion of several long-term customer contracts - most notably, the ten-year extension of the partnership with the Formula 1, which has already been in place for 33 years, as the exclusive culinary partner in this demanding high-end segment. Despite a challenging market environment in the still rapidly growing Airline Catering division, the innovative strength and quality of DO & CO Aktiengesellschaft remained in high demand in the past business year. This was reflected in a large number of tender requests, the extension of existing contracts, and the acquisition of new customers. The high quality of DO & CO caterings and the services provided is also evidenced by international awards: In May 2024, Iberia and LOT Polish Airlines were honored with the "Outstanding Food Service by a Carrier" award by PAX International Magazine . In June 2024, Turkish Airlines received the "World's Best Business Class Catering" award from the SKYTRAX World Airline Awards . In the business year 2024/2025, DO & CO Aktiengesellschaft was responsible for numerous other prestigious sporting events worldwide in addition to the global Formula 1 events. Among other things, the implementation of hospitality and catering programs for VIP guests and sponsoring partners at 51 matches during UEFA EURO 2024 in Germany is worth highlighting. With the opening of the SAP Garden in Munich in September 2024, DO & CO took over a new exclusive catering location, further expanding its portfolio of high-quality event venues. The Restaurants, Lounges, & Hotels division once again recorded encouraging growth in the business year 2024/2025. DO & CO won the tender to extend its contract at the Albertina location for another 10 years. Another highlight is the award of the "1 Michelin Key" in the 2024 Michelin Guide to the DO & CO Hotel in Munich. ‌REMUNERATION OF THE MANAGEMENT BOARD ‌Key principles of the remuneration policy for the members of the Management Board The remuneration policy provides the framework for the remuneration of all members of the governing bodies of DO & CO Aktiengesellschaft. Within the specified framework, the Supervisory Board determines the specific remuneration practices for each financial year, depending on company and market requirements, among other things. The primary objective of the remuneration policy is to provide suitable incentives for the benefit of the company, its - especially long-term - development and its economic success. The remuneration policy is intended to motivate board members to perform exceptionally well and to reward special commitment, personal merit and success for the company and its development, also in the interests of shareholders and employees. The importance of exceptional leadership commitment is reflected in the consistent and forward-looking development of the company, aimed at safeguarding the long-term preservation of key corporate values. This commitment forms the foundation for sustainable stability and establishes a reliable basis for future business developments and strategic initiatives. The targeted protection and strengthening of core markets, along with the expansion of long-term partnerships, provide the company with stable opportunities to pursue further growth and development. In addition to providing incentives for extraordinary performance by the Management Board as a whole and each individual member of the Management Board, the remuneration policy also aims to attract and retain the best qualified and experienced managers for DO & CO. Remuneration received by the Management Board consists of a non-performance-related fixed sum and variable, performance-related components in the form of short-term incentives and long-term incentives. In addition, DO & CO Aktiengesellschaft grants certain benefits in kind as agreed in individual contractual arrangements. The Supervisory Board or, if applicable, its Remuneration Committee is responsible for drawing up and developing the remuneration policy and the specific remuneration practice. The remuneration policy and practice complies with applicable law and the recommendations of the Austrian Code of Corporate Governance (ACCG), ensuring the company's targets and strategies as well as stakeholder interests are in harmony. The current version of the remuneration policy was resolved on by the Supervisory Board in its meeting on 24 June 2024 and submitted for resolution to the Annual General Meeting on 25 July 2024. The Supervisory Board will present an updated remuneration policy for approval latest at the 30th Annual General Meeting, or earlier if significant adjustments are required. Until then the Supervisory Board and the Management Board will prepare an annual remuneration report, which will be submitted to the Annual General Meeting for a vote with a recommendation. ‌Non-performance-related, fixed remuneration A fixed (i.e. non-performance-related) annual salary is granted to members of the Executive Board for the assumption of their mandate and the associated overall responsibility. The amount of the fixed remuneration of the individual Executive Board members is primarily based on the specific tasks and area of responsibility of the respective Executive Board member and takes into account the individual workload and complexity of the tasks assumed. The individual professional background and relevant professional experience are taken into account in the calculation of the fixed salary, as are the situation of the company and the market, in order to ensure competitive remuneration. Fixed remuneration consists of a contractually agreed annual salary which is usually divided into 14 monthly salaries and paid out at the end of each month. Fixed remuneration covers all overtime, board seats taken up at Group or affiliated companies wholly owned by DO & CO Aktiengesellschaft, activities in Austria and abroad, as well as travel time. DO & CO may provide Management Board members with a company car, including operating costs, which may also be used privately, and the Chairman of the Management Board with a company apartment. ‌Performance-related, variable remuneration DO & CO Aktiengesellschaft aims for long-term and sustainable growth. Variable remuneration for financial and non-financial performance motivates the members of the Management Board to actively shape and implement the corporate strategy. The consistent application of multi-year criteria ensures that incentives are not overly focused on short-term economic success. Attention : This is an excerpt of the original content. To continue reading it, access the original document here .

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