Fielmann : Agenda Item 8 – Remuneration Report

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REMUNERATION REPORT 2024 ‌1 Contents 1 Preliminary statements 1 General provisions regarding remuneration of the Management Board 8 Individual remuneration of the Management Board members 14 General provisions regarding remuneration of the Supervisory Board 15 Individual remuneration granted and owed to the Supervisory Board 19 Report by the independent auditor on the audit of the Remuneration Report pursuant to Section 162 (3) of the AktG Fielmann Group AG Remuneration Report for financial year 2024 Preliminary statements In accordance with Section 162 of the German Stock Corporation Act (AktG), the Management and Supervisory Boards of Fielmann Group AG (hereinafter referred to as " the company " and, together with all (in)direct subsidiaries, hereinafter referred to as " the Fielmann Group ") are required to prepare an annual Remuneration Report. The auditor must check that the Remuneration Report contains all disclosures stipulated in Sections 162 (1) and (2) of the AktG and issue an audit opinion. The Remuneration Report thus audited by the auditor must be submitted to the Annual General Meeting for approval. This Remuneration Report outlines the remuneration granted and owed to the current and former members of the company's Management and Supervisory Boards in financial year 2024 (hereinafter the " reporting year ") 1 . Approval of the Remuneration Report for financial year 2023 The Remuneration Report for financial year 2023 was approved by a large majority of the company's shareholders at the Annual General Meeting on July 11, 2024. The Management and Supervisory Boards view this as confirmation of the format applied to the Remuneration Report for financial year 2023. For this reason, it has largely been retained for this Remuneration Report for the reporting year. Changes in the composition of the Management Board and Supervisory Board There were no changes to the composition of the Management Board in the reporting year. In terms of the composition of the Supervisory Board, Mr. Georg Alexander Zeiss was elected as a member of the Supervisory Board representing the shareholders at the Annual General Meeting on July 11, 2024, following expiration of court approval. General provisions regarding remuneration of the Management Board Shareholder approval of the remuneration system for the members of the Management Board The current remuneration system for the members of the Management Board was adopted by the company's Supervisory Board effective January 1, 2024, and was approved by a large majority of the company's shareholders at the Annual General Meeting on July 11, 2024. It applies to all active members of the Management Board in the reporting year. The old remuneration system approved by the Annual General Meeting on July 8, 2021, continues to apply to the variable remuneration components accrued in the reporting year. Where relevant, this is discussed further below. 1 Due to rounding, it is possible that some figures in this report may not add up exactly to the totals given, and percentages shown may not exactly reflect the absolute figures to which they refer. 2 3 General principles of the remuneration system for members of the company's Management Board The remuneration system for members of the company's Management Board is geared toward sustainable and long-term corporate development. As such, it contributes to the promotion of the business strategy and the long-term development of the company. The system creates incentives for the generation of value and long-term development of the company. The remuneration system aims to remunerate Management Board members appropriately in line with their duties and responsibilities. At the same time, it considers their performance, the economic situation, and the success of the company. The remuneration system aims to enable a nationally and internationally competitive remuneration package to be set, thereby creating an incentive for committed and successful work. When determining the total remuneration, the Supervisory Board ensures that it is appropriate relative to the Management Board member's duties and performance, as well as to the company's situation, and does not readily exceed the usual remuneration. In terms of the horizontal comparative scale, the benchmark is other companies listed in the SDAX and in the MDAX, due to the company's paid with the salary for June and the other half with the salary for November. If the employment contract begins or ends in the course of the financial year relevant for the payment of remuneration, the fixed remuneration is paid on a pro rata basis for that financial year. Together with the other remuneration components, the fixed remuneration components form the basis for attracting and retaining the highly qualified members of the Management Board required for the development and implementation of the corporate strategy. Remuneration should be commensurate with the abilities, experience and duties of the individual member of the Management Board. In particular, the Supervisory Board takes the aforementioned general principles into account when determining the fixed remuneration. In the reporting year, the fixed remuneration of the Management Board members amounted to: Fixed remuneration in €'000 1,033 500 563 585 Management Board long-standing membership in the MDAX in the past. The company's remuneration system provides fixed remuneration that comes with additional benefits (such as personal use of a company car and accident insurance). The remuneration system also provides performance-related variable remuneration consisting of two components: the one-year Short-Term Incentive (internally also known as "Bonus I" and referred to here as " STI ") and the multiple-year Long-Term member Marc Fielmann Steffen Baetjer Katja Gross Dr. Bastian Koerber Management Board activity from Jan 1 to Dec 31, 2024 from Jan 1 to Dec 31, 2024 from Jan 1 to Dec 31, 2024 from Jan 1 to Dec 31, 2024 Incentive (internally also known as "Bonus II" and referred to here as " LTI "). The remuneration system contains financial and non-financial performance criteria which, in addition to operational targets, are primarily geared toward strategic objectives. Both short-term and long-term variable remuneration reflect customer satisfaction as the key feature of the Fielmann Group's corporate philosophy. Overview of the remuneration system for the Management Board in the reporting year In the reporting year, the remuneration granted and owed to the members of the Management Board in accordance with the remuneration system consisted of the following fixed and variable remuneration components. Fixed remuneration components Variable remuneration components Fixed remuneration Additional benefits STI LTI Fixed remuneration - amount; target and relation to corporate strategy; procedure Each member of the Management Board receives a non-performance-related fixed remuneration component, which is paid monthly in twelve equal parts. They also receive a thirteenth salary installment worth one month's salary, half of which is Additional benefits - target and relation to corporate strategy; procedure Members of the Management Board receive benefits in addition to their fixed remuneration. These include standard market benefits so that suitable candidates can be attracted to the company and retained in the long term. Besides the reimbursement of reasonable expenses, additional benefits include the provision of a company car that can also be used privately in accordance with the current guidelines, or a corresponding compensation payment if the vehicle is not used. Furthermore, the following insurance policies are taken out for each member of the Management Board: Accident insurance that can also provide for benefits to be paid to the heirs of the Management Board member in the event of death. Directors and Officers liability insurance (D&O insurance), in compliance with Section 93 (2) sentence 3 of the AktG (provided conclusion of such an insurance policy is regarded as a remuneration component under stock corporation law). The respective Management Board member is liable for any taxation resulting from these additional benefits. 4 5 The value of the company car and of the insurance benefits that an individual Management Board member receives annually is considered an additional benefit within the framework of the maximum remuneration shown below. Variable remuneration components - target and relation to corporate strategy; procedure The variable remuneration components are intended to motivate Management Board members to achieve demanding and challenging financial, operational and strategic targets during a financial year. The targets are a reflection of the corporate strategy and are aimed at sustainably increasing the value of the company. This is achieved by linking them to the adjusted net income of the Fielmann Group and various customer satisfaction indicators (as defined below). In addition to their fixed remuneration, each Management Board member receives variable remuneration for their activities based on an individual percentage of the Fielmann Group's adjusted net income for the year, to be determined for each member. The variable remuneration is divided into an STI based on the short-term success of the Fielmann Group and an LTI based on the Fielmann Group's long-term success. The STI and the LTI are calculated by multiplying the adjusted net income of the Fielmann Group for the respective financial year by the individually defined percentage of the Management Board member. This is determined in accordance with the weighting specified for the STI and the LTI by evaluating and adjusting the calculated basic amount using a correction factor (= customer satisfaction indicator, see below). The Fielmann Group's adjusted net income for the year is calculated as follows: The Fielmann Group's net income as reported in the Consolidated Financial Statements for the respective year +⁄- Expense/earnings from bonus provisions +⁄- Extraordinary expense/earnings (in line with Section 277 (4) of the German Commercial Code (HGB) in the version applicable before July 23, 2015, even if there is no separate reporting as per IAS) +⁄- Material non-recurring effects from company acquisitions/sales etc., which, according to the directives from the Supervisory Board, are to be distributed linearly over the anticipated period of use The underlying factor for evaluating and adjusting the basic amount as part of the bonus calculation is (with different measurement periods) the customer satisfaction indicator as a correction factor both for the STI and for the LTI. All economic factors for the Fielmann Group are recorded using this factor. Customer satisfaction is the measure of success for the current financial year and, at the same time, the basis for future success via customer retention and repeat business. The customer satisfaction target system is also a control parameter for sales, stores, HR management, procurement, logistics and quality assurance. This target system is developed based on current analyses and continuously refined and adjusted based on detailed market analyses and data collections. Securing and, where possible, increasing customer satisfaction is a key point of reference for the actions taken by the Management Board. The weighting takes into account the framework of expected customer satisfaction and the significance of changes to the current and future financial performance. The significant deviation values and the weighting for bonus calculation purposes are both determined by the Supervisory Board in consideration of the targeted customer satisfaction index. This is continuously monitored digitally by the company and is used as a basis for measuring the achievement of targets. The Supervisory Board reserves the right to amend the targets in the event of any changes to the process used to determine customer satisfaction or any other unusual or extraordinary developments or circumstances that result in the targets not being achieved, including for current measurement periods. In such cases, the Supervisory Board may grant variable remuneration components even if the original targets are not achieved, though not beyond an assumed target achievement rate of 100%. The maximum amount of variable remuneration (the " cap ") according to the current remuneration system amounts to 250% of fixed remuneration for the CEO and the other Management Board members, irrespective of the maximum remuneration. According to the old remuneration system, which still applies to the variable remuneration components accrued during the reporting year, the cap was 220% of fixed remuneration for the CEO and 200% of fixed remuneration for the other Management Board members. The cap is set separately in the employment contract of each Management Board member, but always falls within the above limits. STI The remuneration system provides for the STI as a short-term variable remuneration component. This is based on a one-year measurement period. The Fielmann Group's adjusted net income for the year (as described above) is weighted at 70% for the respective financial year and multiplied by each Management Board member's individually determined percentage. The unweighted average of the accumulated customer satisfaction level for the respective financial year is used as the correction factor for the STI (i.e. at the end of the financial year: [sum of customer satisfaction for months 1 to 12]/12). 6 7 In summary, the STI is calculated based on the following formula: STI = basic amount (= Fielmann Group's adjusted net income for the respective financial year x 70% x individual percentage) x correction factor (= customer satisfaction indicator over one-year measurement period) The STI is due at the end of the day on which the Supervisory Board adopts the company's annual financial statements for the related financial year and approves the company's consolidated financial statements. There can be no retroactive amendments to the financial and non-financial performance criteria. LTI The remuneration system uses the LTI as a long-term variable remuneration component. With regard to the correction factor, this is based on a three-year measurement period. The Fielmann Group's adjusted net income for the year (as described above) is weighted at 30% for the respective financial year and multiplied by each Management Board member's individually determined percentage. The unweighted average of the accumulated customer satisfaction level for the respective financial year and the following two financial years ("performance period") is used as the correction factor for the LTI; the average for each calculation period must be determined, as with the STI. The LTI is determined on a rolling basis, meaning that for purposes of a preliminary calculation, customer satisfaction is cumulatively updated as the financial year progresses. In summary, the LTI is calculated based on the following formula: LTI = basic amount (= Fielmann Group's adjusted net income for the respective financial year x 30% x individual percentage) x correction factor (= customer satisfaction indicator over three-year measurement period) The final entitlement to the LTI arises and is due for payment at the end of the day on which the Supervisory Board adopts the company's annual financial statements for the end of the measurement period, and approves the company's consolidated financial statements. 90% of the provisional LTI, determined based on the basic amount, is paid out and is due for payment as soon as the Supervisory Board adopts the company's annual financial statements for the relevant financial year and approves the company's consolidated financial statements. The final determination of the customer satisfaction level over the measurement period and final settlement take place once the Supervisory Board has adopted the annual financial statements and approved the company's consolidated financial statements for the last financial year of the measurement period relevant to the LTI. If the final payout figure exceeds the initial payment, the company will pay the difference to the Management Board member. If the initial payment exceeds the final payout figure, the Management Board member will pay the difference to the company. There can be no retroactive amendments to the financial and non-financial performance criteria. Options for the company to reclaim variable remuneration components The company is entitled to offset and retain variable remuneration components as well as to reclaim advance LTI payments when it is established, after the end of the measurement period relevant to the respective remuneration component, that the Management Board member has breached the valid statutory provisions and/ or compliance regulations, leading to compensation claims by the company as per Section 93 (2) of the AktG. There were no grounds for such offsetting, retention or reclaiming in the reporting period. Retirement benefits / pension accruals The current remuneration system includes no retirement benefits for members of the Management Board. One former Management Board member currently receives pension payments based on an older agreement. This is a company pension paid to Mr. Guenter Schmid since his departure from the Management Board on July 1, 2017. In the event of his death, his next of kin would be entitled to a survivor's pension of 60% of the retirement pension due. Maximum remuneration for Management Board members The Management Board's total remuneration due for one financial year (the company's highest amount from the sum of all the outlaid remunerations for the respective financial year, including the fixed annual salary, additional benefits and variable remuneration components, but excluding termination benefits) is capped (hereinafter referred to as " maximum remuneration ") - regardless of whether it is paid in this financial year or at a later date. The maximum remuneration in the remuneration system amounts to € 5,000,000 for the CEO and € 3,000,000 for each of the other Management Board members. Under the old remuneration system, these figures were € 3,800,000 for the CEO and € 2,000,000 for each of the other Management Board members. As can be seen below in the detailed outline of the Management Board members' individual remuneration, the maximum remuneration was observed in the reporting year in relation to granted and owed remuneration. Besides the fixed remuneration (and additional benefits) for the reporting year, this also included the STI and LTI advance payment for financial year 2023 as remuneration components, as well as the remaining amount of the LTI for the 2021 financial year after its final settlement. The presentation of the individual remuneration of the members of the Management Board and the explanations in the Remuneration Report for financial year 2021 show that the maximum remuneration for financial year 2021 was complied with overall for all Management Board members. A definitive statement regarding compliance with the maximum remuneration for the reporting year will only be made after the due date and payment of the final STI and LTI for the reporting year.

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