Frequentis : Proposed Resolutions (proposed resolutions gm 2026)

About this update from Frequentis Ag

Agenda and proposed resolutions for the 19th Annual General Meeting on 19 June 2026 Item 1: Report of the Executive Board; presentation of the following documents for the financial year 2025: adopted annual financial statements including the management report (incl. consolidated non-financial declaration), consolidated financial statements including the consolidated management report (incl. consolidated non-financial declaration), consolidated corporate governance report, report of the Supervisory Board, proposal for the appropriation of the profits. For information: The documents specified above can be viewed on the internet at https://www.frequentis.com > Investor Relations > General Meeting > General Meeting 2026 from 29 May 2026 at the latest. Since the presentation of these documents is solely for the information of the General Meeting, there will be no resolution on this item of the agenda. The annual financial statements for 2025 have already been approved by the Supervisory Board and are therefore adopted. Item 2: Resolution on the appropriation of the balance sheet profit. The Executive Board and the Supervisory Board propose to utilize the profits shown in the financial statements of FREQUENTIS AG as of 31 December 2025 amounting to EUR 99,520,220.35 as follows: Distribution of a dividend amounting to EUR 0.30 (30 Cent) per outstanding participating no-par value share and carryforward of the remaining profit onto new account. The payment of the dividend shall be made as from 29 June 2026. Item 3: Resolution on the discharge of the members of the Executive Board for the financial year 2025. The Executive Board and the Supervisory Board propose that the actions of the members serving on the Executive Board in the 2025 financial year be ratified for this period. Item 4: Resolution on the discharge of the members of the Supervisory Board for the financial year 2025. The Executive Board and the Supervisory Board propose that the actions of the members serving on the Supervisory Board in the 2025 financial year be ratified for this period. This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail. 04_Beschlussvorschlaege_HV_2026_EN.docx 1 / 6 Item 5: Resolution on the remuneration of the members of the Supervisory Board for the financial year 2025. The Executive Board and the Supervisory Board propose that the remuneration of the members of the Supervisory Board elected by the General Meeting or delegated by shareholders (shareholder representatives) for the financial year 2025 be set as follows: − For the Chairman of the Supervisory Board: Fixed remuneration of EUR 26,000.00 plus an attendance fee of EUR 1,500.00 per Supervisory Board meeting − For the Deputy Chairman: Fixed remuneration of EUR 21,000.00 plus an attendance fee of EUR 1,500.00 per Supervisory Board meeting − For every additional member: Fixed remuneration of EUR 18,000.00 plus an attendance fee of EUR 1,500.00 per Supervisory Board meeting The members of the Committee for Executive Board Matters and of the Audit Committee shall each be entitled to the fixed remuneration increased by an amount of EUR 4,000.00. For attending meetings of the aforementioned Committees, such members shall each receive an attendance fee of EUR 1,500 per Committee meeting. Item 6: Resolution on the remuneration report. The Executive Board and the Supervisory Board of a publicly listed company shall prepare a clear and comprehensible remuneration report on the remuneration of the members of the Executive Board and the members of the Supervisory Board pursuant to Section 78c in conjunction with Section 98a of the Stock Corporation Act. This remuneration report shall provide a comprehensive overview of the remuneration granted or owed to the current and former members of the Executive Board and the Supervisory Board in the course of the last financial year within the framework of the remuneration policy (Section 78a in conjunction with Section 98a of the Stock Corporation Act), including all benefits in any form. The remuneration report for the last financial year shall be submitted to the General Meeting for voting. The vote is of a recommendatory nature. No legal challenge is possible (Section 78d Para 1 of the Stock Corporation Act). The Executive Board and the Supervisory Board shall make a resolution proposal on the remuneration report in accordance with Section 108 Para 1 of the Stock Corporation Act. At the meeting on 26 March 2026, the Executive Board and the Supervisory Board of FREQUENTIS AG adopted a remuneration report in accordance with Section 78c in conjunction with Section 98a of the Stock Corporation Act and proposed a resolution in accordance with Section 108 Para 1 of the Stock Corporation Act. This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail. 04_Beschlussvorschlaege_HV_2026_EN.docx 2 / 6 The Executive Board and the Supervisory Board propose that the remuneration report for the 2025 financial year, as made available on the FREQUENTIS AG website registered with the commercial register, https://www.frequentis.com > Investor Relations > General Meeting > General Meeting 2026 from 29 May 2026 at the latest, be adopted. The remuneration report for the 2025 financial year is attached to this resolution proposal as Appendix ./1. Item 7: Election of the auditors of the annual financial statements and consolidated financial statements as well as the auditor of the consolidated sustainability reporting for the financial year 2026. The Supervisory Board proposes that BDO Assurance GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Vienna, be appointed as the auditor of the financial statements of the Company and the consolidated financial statements as well as the auditor of the consolidated sustainability reporting for the financial year 2026. The proposal of the Supervisory Board is based on a corresponding recommendation by the Supervisory Board's Audit Committee. Item 8: Elections to the Supervisory Board. The term of office of Mrs Sylvia Bardach as member of the Supervisory Board terminates at the end of the Annual General Meeting on 19 June 2026. Pursuant to Article 5 of the Articles of Association of FREQUENTIS AG the Supervisory Board comprises at least three and at most six members elected by the General Meeting or delegated by the shareholders (shareholder representatives). The Supervisory Board currently comprises nine members (six shareholder representatives and three employee representatives). At the upcoming General Meeting, one member has to be elected to keep the number of shareholder representatives at the present level. The Supervisory Board of the Company proposes that, in light of her professional qualifications and her achievements to date on the Supervisory Board, Mrs Sylvia Bardach be elected, to the Company's Supervisory Board with effect as from the end of this General Meeting for the longest term permitted by Section 87 Para 7 Stock Corporation Act - that is, until the end of the General Meeting that resolves on ratification for the fourth financial year after the election, not including the financial year in which the election is held, in other words, until the end of the General Meeting that resolves on the 2030 financial year. FREQUENTIS AG is subject to the regulations on the gender quota on the Supervisory Board (in particular, Section 86 Para 7 Stock Corporation Act). Pursuant to Section 86 Para 9 Stock Corporation Act, for this election the majority of shareholder representatives in the Supervisory Board raised, in due time, an objection to the overall fulfilment of the minimum quota requirements. Therefore, the minimum quota of 30% women and 30% men in the Supervisory Board has to be fulfilled separately by the shareholder and This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail. 04_Beschlussvorschlaege_HV_2026_EN.docx 3 / 6 employee representatives on the Supervisory Board. Due to the separate fulfillment of the minimum quota in the Supervisory Board at least two seats of the shareholder representatives of the Supervisory Board are required to be filled by women and at least two seats of the shareholder representatives of the Supervisory Board are required to be filled by men. The present election proposal complies with the minimum quota requirement described above. For information: The nominee has submitted a declaration pursuant to Section 87 Para 2 Stock Corporation Act regarding her professional qualifications and professional or comparable functions and stating that there are no circumstances that may give rise to concerns regarding conflicts of interest. This declaration is made available on the internet at https://www.frequentis.com > Investor Relations > General Meeting > General Meeting 2026 no later than 29 May 2026. Item 9: Resolution on the remuneration policy for the Executive Board of FREQUENTIS AG. The Supervisory Board proposes that the remuneration policy for the Executive Board as discussed and drawn up by the Supervisory Board in its meeting of 26 March 2026 in accordance with Section 78a Stock Corporation Act (principles for the remuneration of Executive Board members), which is made available on the website of FREQUENTIS AG registered with the commercial register, https://www.frequentis.com > Investor Relations > General Meeting > General Meeting 2026 no later than 29 May 2026, be adopted. The remuneration policy for the Executive Board is attached to this document as Appendix ./2. For information: Since the business year 2020, the Supervisory Board of a publicly listed company is obliged pursuant to Section 78a Stock Corporation Act to draw up a clear and comprehensible remuneration policy establishing the principles for the remuneration of the members of the Executive Board. The remuneration policy for the Executive Board must be submitted to the General Meeting for vote at least every fourth financial year and whenever a material change is made. The remuneration policy for the Executive Board was last adopted at the Annual General Meeting on 6 June 2024. The Supervisory Board has revised the remuneration policy and is now submitting it to the General Meeting for approval. The vote at the General Meeting on the remuneration policy for the Executive Board is of a recommendatory nature. No legal challenge is possible (Section 78b Para 1 Stock Corporation Act). Item 10: Resolution on the Long Term Incentive Plan 2026. The Executive Board and the Supervisory Board propose that the share-based and performance-related incentive and remuneration programme ("Long Term Incentive Plan 2026"), as made available on the FREQUENTIS AG website registered with the commercial register, https://www.frequentis.com > Investor Relations > General Meeting > General Meeting 2026 from 29 May 2026 at the latest, be adopted. The Long Term Incentive Plan 2026 is attached to this resolution proposal as Appendix ./3. This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail. 04_Beschlussvorschlaege_HV_2026_EN.docx 4 / 6 Item 11: Resolution on the authorization of (i) the Executive Board to purchase own shares pursuant to Section 65 Para 1 No. 4 and No. 8 Stock Corporation Act both via the stock exchange and off-market in a volume of up to 10% of the nominal capital and to also exclude the general selling possibility of the shareholders that may be related to such purchase, (ii) the Executive Board to reduce the nominal capital by cancelling own shares without any further resolution by the General Meeting, and (iii) the Supervisory Board to adopt amendments to the Articles of Association arising from the cancellation of shares as well as revocation of the respective resolution of the General Meeting of 6 June 2024. The Executive Board and the Supervisory Board of FREQUENTIS AG propose to revoke the authorization of the Executive Board to purchase own shares in the Company in accordance with Section 65 Para 1 No. 4 and 8 Stock Corporation Act and to cancel shares and of the Supervisory Board to adopt the amendments to the Articles of Association resulting from such cancellation, granted by resolution in the Annual General Meeting of 6 June 2024 under item 12 of the agenda, to the extent not yet utilized, and at the same time, to authorize the Executive Board to purchase both via the stock exchange and off-market no-par value bearer shares in the Company in a volume of up to 10% of the nominal capital of the Company, in accordance with Section 65 Para 1 No. 4 and 8 Stock Corporation Act, for a period of 30 months from the date of such resolution of the General Meeting, whereby the minimum consideration per share may not be more than 20% below and the maximum consideration per share may not be more than 10% above the average, unweighted closing price on the stock exchange over the preceding ten trading days prior to the respective purchase of the shares. Trade in own shares is excluded as a purpose of the purchase. This authorization may be exercised in total or partially and also in several parts and for one or several purposes by the Company, by a subsidiary (Section 189a No. 7 of the Austrian Business Enterprise Code - "UGB") or for the account of the Company or a subsidiary (Section 189a No. 7 UGB) by third parties. In case of a purchase of shares off-market, such purchase may also be effected under the exclusion of the general selling possibility of shareholders, and may also be effected only from certain shareholders or from one single shareholder; to authorize the Executive Board to reduce the nominal capital by cancelling own shares without any further resolution by the General Meeting; and to authorize the Supervisory Board to adopt amendments to the Articles of Association arising from the cancellation of shares. Apart from that, reference is made to the report of the Executive Board regarding this item of the agenda, which is attached to this resolution proposal as Appendix ./4. This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail. 04_Beschlussvorschlaege_HV_2026_EN.docx 5 / 6 Appendix ./1. Remuneration Report Appendix ./2 Remuneration Policy for the Executive Board Appendix ./3 Long Term Incentive Plan 2026 Appendix ./4 Report on Item 11 (Acquiring own shares) This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail. 04_Beschlussvorschlaege_HV_2026_EN.docx 6 / 6 2025 Remuneration Report Remuneration Report 2025 Introduction 3 Remuneration of Executive Board members 5 Remuneration of Supervisory Board members 14 Other information and explanations 16 Frequentis AG Remuneration Report 2025 Introduction 3 Introduction Preparation of the remuneration report This remuneration report covering the remuneration of the members of the Executive Board and Supervisory Board of Frequentis AG (subsequently referred to as "Frequentis" or "the company") was prepared by the company's Executive Board and Supervisory Board in compliance with Sections 78c and 98a of the Austrian Companies Act (AktG) to provide a full overview of the remuneration granted or owed to the members of the Executive Board and Supervisory Board in the 2025 financial year. In addition to the statutory requirements, the structure and content of the remuneration report 2025 are based, in particular, on the opinion issued by the Austrian Financial Reporting and Auditing Committee (AFRAC) on the preparation of remuneration reports in accordance with Section 78c AktG (AFRAC opinion no. 37, December 2020). The remuneration report was examined by the Committee for Executive Board Issues in its function as remuneration committee and adopted by the Supervisory Board at its meeting on 26 March 2026. The remuneration report will be submitted to the next Annual General Meeting for approval in accordance with Section 78d (1) AktG. Such approval is by nature a recommendation. The company's Annual Meeting on 5 June 2025 approved the remuneration report for 2024 by 96.48% of the valid votes cast. In view of this result, the present remuneration report was prepared using the same system and principles as the remuneration report 2024. Business performance of the Frequentis Group in the reporting period Based on the high level of orders on hand at the end of 2024 and strong order intake, the Frequentis Group grew revenues by 20.8% in 2025. It therefore posted double-digit growth for the fifth consecutive year. Due to its stable business model as a provider of high-tech systems and solutions for national command and control centres in the safety-critical sector, demand remains high. Order intake increased by 16.5%, showing double-digit growth for the fourth successive year. Orders on hand were up 9.8% at year-end 2025. In addition to the war in Ukraine, which has been going on since February 2022 and is now in its fifth year, further troublespots such as the Middle East conflict could potentially have a global impact. Moreover, there are longer-term crises such as the climate crisis and the recurrent distortion and price volatility on the energy market and the market for IT and electronic components. Due to the widespread global drop in inflation rates, salary rises in 2025 were lower than in 2024. Order intake in the Frequentis Group was EUR 680.2 million in 2025, an increase of 16.5% (EUR 96.4 million) compared with 2024, when order intake was EUR 583.8 million. The distribution of order intake between the two segments in 2025 was as follows: Air Traffic Management 65% (EUR 444.8 million) compared with 68% in 2024 (EUR 397.8 million), Public Safety & Transport 35% (EUR 235.5 million), compared with 32% in 2024 (EUR 186.0 million). 4 Introduction Frequentis AG Remuneration Report 2025 In 2025, revenues increased by 20.8% (EUR 99.8 million) to EUR 580.1 million (2024: EUR 480.3 million). Since no acquisitions were made in the reporting period, revenue growth was entirely organic. The Air Traffic Management segment grew revenues by 18.5% to EUR 400.6 million. In the Public Safety & Transport segment, revenues were 26.4% higher at EUR 179.5 million. The revenue split between the Air Traffic Management and Public Safety & Transport segments was 69% : 31% in 2025 (2024: 70% : 30%). The cost of materials and purchased services increased by 38.0% to EUR 156.1 million (2024: EUR 113.1 million), which was higher than the percentage rise in revenues. The increase was mainly attributable to a more material-intensive project in the Americas region. The other operating expenses were 20.2% higher at EUR 82.6 million (2024: EUR 68.7 million), principally as a result of the increase in exchange rate differences (EUR +4.2 percent year-on-year), travel expenses (EUR +2.7 million), and licence fees (EUR +2.5 million). By contrast, there was a reduction, above all, in expenses resulting from changes in the fair value of forward exchange contracts (EUR -1.0 million). EBITDA (earnings before interest, taxes, depreciation, amortisation, and impairment losses) increased to EUR 66.9 million in 2025 (2024: EUR 54.1 million). The EBITDA margin (relative to revenues) was 11.5% in 2025, compared with 11.3% in 2024. Depreciation and amortisation increased to EUR 20.2 million (2024: EUR 19.4 million). No impairment losses were registered in 2025 (2024: EUR 2.6 million due to an impairment in the Business Recording unit). As a result of all the changes outlined above, EBIT increased by 45.7% to EUR 46.8 million in 2025 (2024: EUR 32.1 million). The EBIT margin (relative to revenues) was 8.1%, compared with 6.7% in 2024. Profit before tax was EUR 45.8 million in 2025 (2024: EUR 32.8 million). Income tax expense was EUR 12.2 million (2024: EUR 9.3 million), giving a tax rate of 26.6% (2024: 28.3%). The absolute increase in income tax expense in 2025 was principally due to higher current income taxes. The profit for the period increased to EUR 33.7 million in 2025 (2024: EUR 23.5 million). Basic earnings per share were EUR 2.13 in 2025 (2024: EUR 1.66) and diluted earnings per share were EUR 2.12 (2024: EUR 1.65). Frequentis AG Remuneration Report 2025 Remuneration of Executive Board members 5 Remuneration of Executive Board members Principles of the remuneration policy and remuneration components The remuneration policy of relevance for the members of the company's Executive Board in the reporting period was adopted by the Annual General Meeting of Frequentis AG on 6 June 2024 on the basis of the proposal submitted by the Supervisory Board and contains the following objectives and principles. The objective of the remuneration policy is to ensure that the overall remuneration of the members of the Executive Board is commensurate with the company's economic situation, creates incentives for behaviour that encourages sustainable development of the company, and supports the company's business strategy and longterm development. The remuneration policy also takes into account the size of the company, its international focus, its business model, and the tasks and qualifications of the Executive Board members. The remuneration policy is structured to ensure that it is possible to attract and retain suitably qualified persons for the tasks of a listed company with global operations. Therefore, the total remuneration must be competitive and market-oriented, as well as being commensurate with the usual remuneration at comparable companies. The remuneration is therefore commensurate with the overall responsibility associated with the role of the Executive Board, as well as reflecting the individual responsibility of each Executive Board member as derived from the allocation of functions. Other key factors are length of service with the company and, where relevant, the assumption of the function of spokesperson or chairperson of the Executive Board. The overall remuneration of the members of Frequentis' Executive Board comprises the following components: Fixed remuneration components that are not performance-related Variable performance components that are dependent on the achievement of specific performance criteria. Fixed remuneration components The fixed remuneration comprises a base salary, benefits in kind, other perquisites, and social security and pension contributions. The base salary is principally intended as remuneration for taking on a position on the Executive Board and the associated overall responsibility of the individual Executive Board members, but also takes into account the individual responsibilities of each member, which are derived from the areas of responsibility allocated to them. This results in differentiated base salaries which reflect their strategic and operational functions. In addition, the level of the annual base salary reflects the customary market rates of remuneration of executive board members at comparable companies. In keeping with common practice in Austria, the base salary is paid retrospectively in fourteen monthly instalments. In addition to overtime and other services that go beyond the normal working hours of salaried employees, it covers the assumption of positions on governance bodies within the Group. 6 Remuneration of Executive Board members Frequentis AG Remuneration Report 2025 In the reporting period, the base salaries of all Executive Board members together totalled EUR 1,230 thousand. This amount was split as follows among the individual Executive Board members: Base salary (gross, excluding payroll-related costs) in EUR thousand (rounded) 2025 2024 Norbert Haslacher (Chairman of the Executive Board) 420 420 Monika Haselbacher 270 270 Peter Skerlan 270 270 Karl Wannenmacher 1 270 135 Hermann Mattanovich (Executive Board member until 30 June 2024) - 140 Total 1,230 1,235 1 The difference in the amounts reported for 2025 and 2024 results from the fact that Mr. Wannenmacher's appointment to the Executive Board started on 1 July 2024, so he only received a pro rata base salary for 2024. The benefits in kind and other perquisites granted to the Executive Board members in the reporting period comprised collective accident and death insurance and directors' and officers' liability insurance (D&O insurance). The premiums for these policies are paid by the company. Further, the provision of company cars (including for private use, together with fully comprehensive motor insurance and driver's/passenger insurance), and other incidental benefits such as a mobile phone and communications media and subsidised use of the Frequentis staff restaurant. The pension benefits are secured by a reinsurance policy and comprise a retirement pension and surviving dependants' pension for the present members of the Executive Board and two former members of the Executive Board. The claims under the reinsurance policy have been pledged to the beneficiaries. In the reporting period, premiums of approximately EUR 200 thousand were paid for this pension reinsurance. In the reporting period, pension benefits totalling EUR 123.5 thousand (gross, excluding payroll-related costs) were paid to former Executive Board members Sylvia Bardach and Dr. Christian Pegritz (approx. EUR 34.8 thousand to Sylvia Bardach and approx. EUR 88.7 thousand to Dr. Christian Pegritz). In the reporting period, the company received this amount from the reinsurance taken out in connection with these pension commitments. Variable remuneration components The variable remuneration components are incentives to ensure the sustained development of the company and avoid a focus on merely short-term effects. When defining financial and non-financial performance criteria, attention shall be paid to avoiding enticements to take risks and an excessive focus on short-term profits. Ambitious targets should be set to provide an incentive for exceptional performance and to encourage implementation of the strategy. By including non-financial performance criteria, the aim is, in particular, to support the social and strategic alignment of the company. The overriding aim is the positive long-term development of the company and the entire Frequentis Group. Accordingly, the variable remuneration is divided into short, mid and long-term components and into non-share-based components that are paid in cash and share-based components that are settled in shares in the company. Frequentis AG Remuneration Report 2025 Remuneration of Executive Board members 7 Non-share-based variable remuneration The non-share-based variable remuneration for all Executive Board members comprises a typical short-term incentive ("STI"), which is based on the achievement of short-term financial targets. To prevent an unbalanced focus on solely short-term economic targets and to set specific goals for sustainable business development, in addition to the STI component, two-year financial performance criteria can be defined as a mid-term incentive ("MTI"). To supplement the financial targets, individual multi-year performance criteria set incentives for sustainable optimisation of the specific areas of responsibility of the individual Executive Board members based on the business allocation plan, where possible including a focus on the company's ecological and social responsibility in conformance with the ESG initiatives ("Personal Incentive" or "PI"). To align the interests of the Executive Board members with those of the shareholders, a long-term variable remuneration component is provided for every member of the Executive Board. This is linked to (i) an increase in the company's share price and (ii) the value of the dividend per share paid out during the performance period, compared with a defined peer group of other publicly listed companies ("Total Shareholder Return Incentive", "TSRI"). The target for the non-share-based variable remuneration, based on 100% achievement all agreed performance criteria, is 50% of the annual base salary. Overall, even in the event of over-achievement of all agreed performance targets, the maximum non-share-based variable remuneration is capped at 100% of the (gross) annual base salary of the respective Executive Board member. The level of achievement of the targets and the resulting entitlement to non-share-based variable remuneration is determined by the Committee for Executive Board issues after the end of the relevant performance period. The Executive Board members have earned the following entitlements to non-share-based variable remuneration for the reporting period: Non-share-based variable remuneration (gross, excluding payroll-related costs) in EUR thousand (rounded) 2025 1 2024 2 Norbert Haslacher (Chairman of the Executive Board) 413.0 237.5 Monika Haselbacher 296.7 152.8 Peter Skerlan 218.6 152.8 Karl Wannenmacher 292.2 76.4 Hermann Mattanovich (Executive Board member until 30 June 2024) - 79.2 Total 1,220.5 698.7 1 In the reporting period, provisions were established for these amounts on the basis of the expected target achievement for all current performance periods. It is possible that the final amounts paid out may differ. 2 Amounts paid out in the reporting period following establishment of target achievement for past performance periods (this may differ from the provisions established for this, see footnote 5). 8 Remuneration of Executive Board members Frequentis AG Remuneration Report 2025 Share-based variable remuneration ("LTIP") The company may grant a long-term variable remuneration component , structured as a share-based Long-Term Incentive Plan (LTIP), to one or more members of the Executive Board on a one-off or repeated basis. The LTIP is based, in particular, on sustainable, long-term, and multi-year performance criteria, including nonfinancial criteria. It is not possible to change the performance criteria retrospectively. An LTIP may be granted at annual or multi-year intervals and must be adopted by a resolution of the General Meeting based on a proposal submitted by the Supervisory Board. The LTIP defines the maximum number of shares that may be allocated to an Executive Board member under the plan. In accordance with C rule no. 27 of the Austrian Code of Corporate Governance, the maximum limit for the amount of the LTIP that may be paid out in the form of shares in the company is set at 200% of the (gross) annual base salary of the respective Executive Board member. Current LTIPs Frequentis AG has currently agreed three long-term incentive plans with the Chairman of the Executive Board, Norbert Haslacher (LTIP 2023, LTIP 2024, and LTIP 2025, referred to together as "LTIPs"). The participant in the plans is not required to make a personal investment in Frequentis AG shares. From the grant date, in each calendar year the Chairman of the Executive Board can sell a maximum of one third of the shares awarded under the LTIPs. However, he may only sell the number of shares awarded under the LTIPs if, at all times, he holds at least 7,000 of the shares awarded under a long-term incentive plan ("minimum shareholding"). The service period for the fulfilment of the targets has been set at three years for each LTIP. The targets for the key indicators were set by the Supervisory Board. On the settlement date (at the earliest three years after the grant date), assuming 100% target achievement, a maximum of 18,000 shares (in each case, gross - before deduction of taxes and fees), and at most 200% of the beneficiary's annual gross base salary will be granted. Settlement is effected by transferring the number of shares corresponding to the net amount of the award to the CEO's securities account. The entitlement to the maximum number of shares arises at 100% target achievement. A lower target achievement level will result in a proportionate reduction in the entitlement. No shares will be allocated if target achievement is less than 50%. Apart from the achievement of the targets, the Executive Board member does not have to provide any consideration for the shares awarded under these programmes. The following table summarises the main conditions for the share-based payment granted in the reporting period: Frequentis AG Remuneration Report 2025 Remuneration of Executive Board members 9 LTIP 2025 LTIP 2024 LTIP 2023 Beginning of the plan 1 Jan. 2025 1 Jan. 2024 1 Jan. 2023 Date of approval by General Meeting 5 Jun. 2025 6 Jun. 2024 1 Jun. 2023 Grant date 5 Jun. 2025 6 Jun. 2024 1 Jun. 2023 End of service period 31 Dec. 2027 31 Dec. 2026 31 Dec. 2025 Vesting date 30 Apr. 2028 30 Apr. 2027 30 Apr. 2026 Expected target achievement 84.3% 99.7% 100% Expected no. of shares 15,174 17,937 18,000 Maximum no. of shares 18,000 18,000 18,000 Bonus shares allocated None None None The agreed targets are measured against the following performance indicators: LTIP 2025 LTIP 2024 LTIP 2023 Total shareholder return (TSR) 1 Total shareholder return (TSR) 1 Total shareholder return (TSR) 1 EBIT margin of the Frequentis Group Increase in the order intake of the Frequentis Group Orders on hand / book-to-bill ratio Development and implementation of a Growth in the ATM Civil business Order intake at selected comprehensive, innovative business model for the latest generation of VCS products in the ATM Civil business domain domain Group companies Optimisation of the financing structure for R&D projects Customer satisfaction Increase in operating performance in the Public Safety & Transport segment Trainee programmes in the areas of sales, project management, and/or systems engineering 1 For achievement of the TSR target, the Chairman of the Executive Board receives the corresponding remuneration, which is paid exclusively in the form of shares in accordance with the rules for the corresponding LTIP. The TSR incentive described in the section "Variable non-share-based remuneration components" is not applicable for him. Of the expected total future expense relating to the LTIPs, the portion already earned as at the reporting date is recognised in shareholders' equity. This is based on the fair value on the grant date. The total expected expense for the LTIP obligation is measured at the fair value of the share relative to the share price on the date of the agreement, multiplied by the number of shares granted and the expected target achievement. For the LTIP 2023, the LTIP 2024, and the LTIP 2025, it is assumed that both the market-oriented targets and the non-market-oriented targets will be achieved, so the effect of the market-oriented targets must be reflected in the expected level of target achievement and not in the fair value of the shares. 10 Remuneration of Executive Board members Frequentis AG Remuneration Report 2025 End of LTIP 2022 The LTIP 2022 agreed by Frequentis AG with the CEO ended on 31 December 2024. The agreed targets for this LTIP were total shareholder return (TSR), revenue growth, the increase in earnings, and employee satisfaction in the performance period (1 January 2022 to 31 December 2024). In the reporting period, the company's Supervisory Board - represented by the Committee for Executive Board Issues - determined the target achievement for the LTIP 2022 to be 80% overall, so under the LTIP 2022 the CEO was entitled to receive 14,400 shares (gross) in Frequentis AG. Taking into account the applicable tax rates, 6,657 shares (net number of shares after taxes) were therefore transferred to the CEO on 8 May 2025 from the company's treasury shares (net theoretical value EUR 282,922.50). The theoretical value of the gross number of shares was EUR 612,000 (based on the opening share price on the Vienna stock exchange on 8 May 2025). Sign-on bonus With the approval of the full Supervisory Board, the remuneration committee may, in individual cases, grant a one-time sign-on bonus for a candidate who is to be appointed (for the first time) to the Executive Board in order to gain the most suitable candidate to fill a post on the Executive Board. This option was not used in the reporting period. Frequentis AG Remuneration Report 2025 Remuneration of Executive Board members 11 Presentation of total remuneration Total remuneration of Executive Board (gross, excluding payroll-related costs) 2025 2024 Since 1 July Until 30 June 2024 2024 Norbert Monika Peter Karl Norbert Monika Peter Karl Hermann in EUR thousand (rounded) Haslacher Haselbacher Skerlan Wannenmacher Haslacher Haselbacher Skerlan Wannenmacher Mattanovich Fixed remuneration Annual base salary 420.0 270.0 270.0 270.0 420.0 270.0 270.0 135.0 140.0 Premiums for pension reinsurance 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 Benefits in kind (company cars and reimbursement of travel expenses) 1 and allowances 11.6 22.0 2 8.6 5.9 10.7 22.5 2 7.9 5.7 6.5 Subtotal fixed remuneration 481.6 342.0 328.6 325.9 480.7 342.5 327.9 190.7 196.5 Variable remuneration Non-share-based variable remuneration Amount paid out in reporting period for performance periods that have ended 3 237.7 152.8 152.8 76.4 227.5 146.3 1 46.3 - 151.7 thereof not covered by provisions in previous years 4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 Provisions for expected target achievement in current performance periods 5 413.0 296.7 218.6 292.2 237.7 152.8 152.8 76.4 79.2 Share-based variable remuneration Payments due to end of LTIP 6 612.0 - - - 452.2 - - - - thereof not covered by provisions in previous years 4 178.6 - - - 22.5 - - - - Provisions for current LTIPs 7 628.4 - - - 501.9 - - - - Subtotal variable remuneration 8 1,220.0 296.7 218.6 292.2 762.1 152.8 152.8 76.4 79.2 Remuneration from affiliated companies - - - - - - - - - Other remuneration Contractual claim to severance payment (under "old" Austrian legislation) - - - - - - - - 242.7 Subtotal (other remuneration) - - - - - - - - 242.7 Total remuneration Fixed remuneration 481.6 342.0 328.6 325.9 480.7 342.5 327.9 190.7 196.5 Variable remuneration 1,220.0 296.7 218.6 292.2 762.1 152.8 152.8 76.4 79.2 Remuneration from affiliated companies 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Other remuneration - - - - - - - - 242.7 Total remuneration 1,701.6 638.7 547.2 618.1 1,242.8 495.3 480.7 267.1 518.4 Fixed remuneration in % of total 28% 54% 60% 53% 39% 69% 68% 71% 71% Variable remuneration in % of total 72% 46% 40% 47% 61% 31% 32% 29% 29% Total remuneration of all active Executive Board members 9 3,505.6 3,004.3 1 Taxable benefits in kind. 2 Including allowance instead of a company car. 3 Amount paid out in the reporting period following establishment of target achievement for a past performance period (this may differ from the provisions established for this, see footnote 5). 4 Differences between the provisions and the actual entitlements are added to the variable remuneration presented for the reporting period. 5 Annual addition to provisions; this amount may differ from the actual amount paid out in the year of settlement. Accumulated additions as at 31 December 2025 (offset against utilisation of reserves): EUR 1,220.5 thousand (2022: EUR 689.9 thousand). 6 The amount corresponds to the theoretical value of the shares transferred under the LTIP based on the opening price on the Vienna stock exchange on the transfer date. 7 Annual addition to provisions; this amount may differ from the actual amount paid out in the year of settlement. Accumulated additions as at 31 December 2025 (offset against utilisation of reserves): EUR 1,065.3 thousand (2024: EUR 870.3 thousand). 8 The subtotal is calculated from differences between the amount allocated to provisions in previous years plus the amount allocated to provisions in the reporting period for all current and multi-year performance periods, insofar as such differences are relevant for settlement (footnotes 4, 5, and 7). 9 Expenses incurred in the reporting period for former members of the Executive Board are presented on page 5 of this report. 12 Remuneration of Executive Board members Frequentis AG Remuneration Report 2025 Annual changes pursuant to Section 78c (2) subsection 2 AktG The annual changes in the total remuneration of the Executive Board, profit/loss, and the average remuneration of the company's other employees are as follows: Change 2025 vs. 2024 in EUR thousand (rounded) 2025 2024 +/- in % Profit for the period 33,654 23,544 +42.9% Total remuneration of the Executive Board (gross, excluding payroll-related costs) 3,506 3,004 +16.7% 2 Base salaries of the Executive Board (gross, excluding payroll-related costs) 1,230 1,235 -0.4% 3 Average remuneration of other employees (gross, excluding payroll-related costs) 1 86 81 +7.1% 1 Annual average full time equivalents (FTE) at Frequentis AG, excluding variable salary components and benefits in kind 2 The year-on-year increase in the total remuneration of the Executive Board is mainly due to overfulfilment of the short-term financial target in the reporting period, and to higher additions to provisions for the LTIPs than in the previous year as a result of the comparatively sharp rise in the company's share price in the reporting period. 3 The year-on-year reduction in the total base salaries of the Executive Board members is because Mr. Hermann Mattanovich left the Executive Board on 30 June 2024. Change 2024 vs. 2023 in EUR thousand (rounded) 2024 2023 +/- in % Profit for the period 23,544 19,981 +17.8% Total remuneration of the Executive Board (gross, excluding payroll-related costs) 3,004 2,715 +10.7% / +1.7% 2 Base salaries of the Executive Board (gross, excluding payroll-related costs) 1,235 1,225 +0.8% 3 Average remuneration of other employees (gross, excluding payroll-related costs) 1 81 76 +6.2% 1 Annual average full time equivalents (FTE) at Frequentis AG, excluding variable salary components and benefits in kind 2 The 10.7% increase in the total remuneration of the Executive Board compared with the previous year is principally due to a one-off effect in connection with Mr. Hermann Mattanovich leaving the Executive Board. After adjustment for this effect, the year-on-year increase in the total remuneration of the Executive Board was 1.7%. 3 The increase in the base salary results from the extension of the contract with the Chairman of the Executive Board as at 16 April 2023, so he only received the proportionate amount of the newly agreed base salary in 2023 (see also footnote 1 on page 5 of this report). Change 2023 vs. 2022 in EUR thousand (rounded) 2023 2022 +/- in % Profit for the period 19,981 18,878 +5.8% Total remuneration of the Executive Board (gross, excluding payroll-related costs) 2,715 2,368 +14.7% / -6.0% 2 Base salaries of the Executive Board (gross, excluding payroll-related costs) 1,225 910 +34.6% / +4.9% 2 Average remuneration of other employees (gross, excluding payroll-related costs) 1 76 71 +6.8% 1 Annual average full time equivalents (FTE) at Frequentis AG, excluding variable salary components and benefits in kind 2 The increase of 14.7% in the total remuneration of the Executive Board and the increase of 34.6% in the base salaries of the Executive Board compared with the previous year are due to the fact that Ms. Haselbacher was appointed as an additional member of the Executive Board in the reporting period. Excluding the additional remuneration of Ms. Haselbacher (compared with the previous year), the total remuneration of the Executive Board was 6.0% lower than in the previous year due to lower variable remuneration, and the aggregate base salaries of the Executive Board members increased by 4.9%. Frequentis AG Remuneration Report 2025 Remuneration of Executive Board members 13 Change 2022 vs. 2021 in EUR thousand (rounded) 2022 2021 +/- in % Profit for the period 18,878 20,767 -9.1% Total remuneration of the Executive Board (gross, excluding payroll-related costs) 2,368 2,737 -13.5% Base salaries of the Executive Board (gross, excluding payroll-related costs) 910 910 +0.0% Average remuneration of other employees (gross, excluding payroll-related costs) 1 71 70 +1.9% 1 Annual average full time equivalents (FTE) at Frequentis AG, excluding variable salary components and benefits in kind 14 Remuneration of Supervisory Board members Frequentis AG Remuneration Report 2025 Remuneration of Supervisory Board members Principles of the remuneration policy The present remuneration policy for the Supervisory Board was adopted by the Annual General Meeting on 6 June 2024 and defines the following objectives and basic principles. The objective of the remuneration policy is to ensure that the members of the Supervisory Board are granted remuneration that is commensurate with their tasks and responsibilities, and with the company's economic situation. The remuneration policy also takes into account the size of the company, its international focus, the company's business model, and the role and qualifications of the Supervisory Board members. The remuneration policy is structured to ensure that qualified persons can be gained to perform the tasks of the Supervisory Board of a listed company with global operations. Therefore, the overall structure of the remuneration must be competitive and market-oriented as well as ensuring an appropriate relationship to the customary remuneration at comparable companies. In addition, it should allow a balanced professional and personal composition of the board. Special attention is paid to diversity with regard to the representation of both genders, a balanced age structure, and the professional background of the members. In accordance with Section 5.7.1 of the company's articles of association, the remuneration of the members of the Supervisory Board is adopted by the General Meeting on the basis of a proposal submitted by the Executive Board and Supervisory Board, taking into account Section 98 AktG. The Executive Board and Supervisory Board draw up the remuneration proposal for each financial year at the start of the following financial year. Remuneration for a year is paid retrospectively following adoption of the resolution by the General Meeting. The remuneration of the elected/delegated Supervisory Board members (shareholder representatives) comprises basic annual remuneration and an attendance-related component. The employee representatives on the Supervisory Board perform their function voluntarily in accordance with Section 110 (3) of the Austrian Labour Relations Act (ArbVG) and do not receive separate remuneration therefor. The basic annual amount is defined as a fixed amount per Supervisory Board member, and the amount may be graduated and measured on a different basis depending on the member's function and the scope of their tasks and responsibilities (e.g. chairperson, deputy chairperson, membership of a Supervisory Board committee). The attendance-related component is paid as an appropriate fee for attending meetings and is calculated as a flat rate for each meeting of the full Supervisory Board and of its committees that a member attends, provided that such meetings last for more than two hours. The attendance fee may be graduated and measured on a different basis, in particular depending on the member's function and the scope of their tasks and responsibilities (e.g. chairperson, deputy chairperson). Further, the chairperson and deputy chairperson of the Supervisory Board may be granted appropriate attendance fees for attendance at and functions performed in connection with the company's general meetings. The attendance-related component of the remuneration policy reflects the fact that the number of meetings and the related time requirements can vary, especially in connection with membership of committees. Frequentis AG Remuneration Report 2025 Remuneration of Supervisory Board members 15 There is no provision for performance-related remuneration components (e.g. based on the performance of the share price) or share-based remuneration components for Supervisory Board members. Supervisory Board members who take on a specific function in the interests of the company may be granted special remuneration for this by a resolution of the General Meeting. Every Supervisory Board member, including the employee representatives on the Supervisory Board, is entitled to reimbursement of out-of-pocket expenses. The Supervisory Board members are included in the company's directors' and officers' liability insurance (D&O insurance). Presentation of total remuneration Contingent upon the approval of the Annual General Meeting, the elected and delegated shareholder representatives on the Supervisory Board of Frequentis AG should be granted the following remuneration for their services in the reporting period: Total remuneration of the Supervisory Board in EUR thousand (rounded) 1 Basic remu- neration Attendance fees Total remu- neration Total remuneration Total remuneration Total remuneration Total remuneration 2025 2 2025 2025 3 2024 4 2023 4 2022 4 2021 4 Johannes Chairman of the Supervisory 30 9 39 40.5 31.5 34 31.5 Bardach Board and of the Committee for Executive Board Issues Karl Michael Deputy Chairman of the 25 10.5 35.5 37 29 33 31 Millauer Supervisory Board and Chairman of the Audit Committee Sylvia Member of the Supervisory 20 9 29 25.5 20 22 13 Bardach Board and Audit Committee Reinhold Member of the Supervisory 24 12 36 34 24 28 26 Daxecker Board, Audit Committee, and Committee for Executive Board Issues Boris Member of the Supervisory 22 9 31 32.5 24 26 24 Nemsic Board and Committee for Executive Board Issues Petra Member of the Supervisory 20 9 29 25.5 20 24 22 Preining Board and Audit Committee Total 141 58.5 199.5 195 148.5 167 147.5 1 The employee representatives on the Supervisory Board perform their function voluntarily in accordance with Section 110 (3) of the Austrian Labour Relations Act (ArbVG). 2 The basic remuneration of the Supervisory Board members is based on their function on the Supervisory Board and membership of the Audit Committee or the Committee for Executive Board Issues. 3 Contingent upon the approval of the General Meeting . 4 The amounts stated correspond to the remuneration approved by the General Meeting, which is paid in the year following the reporting period. 16 Other information and explanations Frequentis AG Remuneration Report 2025 Other information and explanations The remuneration granted to the members of the Executive Board and Supervisory Board of Frequentis AG in the reporting period in conformity with the relevant remuneration policy of the company is designed to ensure that suitably qualified individuals can be recruited and retained for the respective functions. This ensures that the composition of the Executive Board and Supervisory Board is balanced and qualified and supports the company's positive long-term development. In the reporting period, there were no deviations from the company's remuneration policies for the Executive Board and the Supervisory Board and the implementation procedures set out in these policies. There were no demands for repayment of variable remuneration components in the reporting period. Vienna, 26 March 2026 Notes / Disclaimer The terms "Frequentis" and "Frequentis Group" in this publication refer to the Group; "Frequentis AG" is used to refer to the parent company. Minimal arithmetical differences may arise from the application of commercial rounding to individual items and percentages. The forecasts, plans, and forward-looking statements contained in this publication are based on the knowledge and information available and the assessments made at the time that this publication was prepared. As is true of all forward-looking statements, these statements are subject to risk and uncertainties. As a result, actual events may deviate significantly from these expectations. No liability whatsoever is assumed for the accuracy of projections or for the achievement of planned targets or for any other forward-looking statements. The information contained in this publication is for general information purposes only. There can be no guarantee for the completeness of the content. Typing and printing errors reserved. Diversity, inclusion, and equality of all genders are an integral part of the Frequentis corporate culture and are reflected in our language. All references to people are therefore gender-neutral. Frequentis accepts no liability for any error or omission in this publication. The information in this publication may not be used without the express written permission of Frequentis. This document has been prepared in German, which is the official version. The English translation is for information only. In case of discrepancies in the English translation, the German version shall prevail. All rights reserved. Frequentis AG Headquarters Innovationsstraße 1, 1100 Vienna, Austria Tel: +43 1 81150 0 [email protected] https://www.frequentis.com © Frequentis AG 2026 FOR A SAFER WORLD https://www.frequentis.com Remuneration policy for members of the Executive Board of Frequentis AG Establishment of principles for the remuneration of Executive Board members In its resolution of 26 March 2026, the Supervisory Board adopted the following principles for the remuneration (remuneration policy) of the members of the Executive Board of Frequentis AG (subsequently also referred to as the company) on the basis of the proposal made by the Committee for Executive Board Issues in its role as remuneration committee, in accordance with C rule no. 43 of the Austrian Code of Corporate Governance; in compliance with Section 78b (1) of the Austrian Stock Corporation Act (AktG), the principles shall be applied after submission to the 19th Annual General Meeting of Frequentis AG.1 This remuneration policy replaces the company's previous remuneration policy, which was adopted by the 17th Annual General Meeting of the company with a majority of 97.02% of the valid votes cast. With regard to the significant changes to the present remuneration policy compared with the previous remuneration principles, please see subsection 11. Objective of the remuneration policy The objective of the remuneration policy is to ensure that the overall remuneration of the members of the Executive Board is commensurate with the company's economic situation and creates incentives for behaviour that is supportive of the sustainable development of the company and the company's business strategy and long-term development. The remuneration policy also takes into account the size of the company, its international focus, its business model, and the tasks and qualifications of the Executive Board members. The remuneration policy is structured to ensure that it is possible to attract suitably qualified persons for the tasks of a listed company with global operations. Therefore, the total remuneration must be competitive and market-oriented, as well as being commensurate with the usual remuneration at comparable companies. The remuneration is therefore commensurate with the overall responsibility associated with the role of the Executive Board, as well as reflecting the individual responsibility of each Executive Board member as derived from the allocation of functions. Other key factors are length of service with the company and, where relevant, the assumption of the function of spokesperson or chairperson of the Executive Board. The remuneration policy provides incentives for the members of the Executive Board to play an active part in developing and pursuing the strategy of the Frequentis Group, permanently support the sustainable development of the company, and avoid taking inappropriate risks. When defining financial and non-financial performance criteria, attention shall be paid to avoiding enticements to take risks and an excessive focus on short-term profits. Ambitious targets should be set to provide an incentive for exceptional performance and to encourage implementation of the strategy. The overriding aim is the positive long-term development of the company and the entire Frequentis Group. ‌1 To enhance readability, in this remuneration policy, the Supervisory Board's Committee for Executive Board Issues in its role as remuneration committee is referred to simply as the "Remuneration Committee". This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail. 08_Verguetungspolitik_Vorstand_2026_EN.docx Page 1 / 10 Remuneration components The overall remuneration of the members of the company's Executive Board shall comprise the following components: Fixed remuneration components that are not performance-related Variable performance components that are dependent on the achievement of specific performance criteria. Fixed remuneration components The fixed remuneration comprises a base salary, benefits in kind, other perquisites as well as social security and pension contributions. Base salary Executive Board members receive an annual base salary, which is paid in fourteen equal instalments at the end of each calendar month, as well as on 30 June and 30 November of each year ("annual base salary"). This annual base salary covers all overtime and all work that goes beyond the normal working hours of company employees. It also covers the assumption of offices on governance bodies within the Frequentis Group. This remuneration component is principally intended as remuneration for taking on a position on the Executive Board and the associated overall responsibility of the individual Executive Board members, but also takes into account the individual responsibilities of each member, which are derived from the areas of responsibility allocated to them. This results in differentiated annual base salaries which reflect their strategic and operational functions. In addition, the level of the annual base salary reflects the customary market rates of remuneration of executive board members at comparable companies. The employment contract may include an agreement that, if the Executive Board member is unable to perform his/her duties due to illness or an accident, he/she shall continue to receive the monthly instalments of the annual base salary in full for a defined period of no more than six months and at a reduced level for a further period of no more than six months. The level of the annual base salary is set individually for each member of the Executive Board on the basis of the criteria outlined in this policy and in accordance with the provisions of Section 78 of the Austrian Stock Corporation Act (AktG). In order to ensure it maintains its value, it may be adjusted once during a term of office by the Remuneration Committee, at its sole discretion, but not before the end of the first half of the term of office of the Executive Board member, with effect from 1 January of the following financial year; the maximum adjustment shall be aligned with the applicable collectively agreed salary adjustments for the company's employees. This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail. 08_Verguetungspolitik_Vorstand_2026_EN.docx Page 2 / 10 Benefits in kind and other perquisites Benefits in kind and other perquisites can be granted as follows: Collective accident insurance and death insurance for the benefit of the Executive Board members or for a third party named by the respective Executive Board member; Collective supplementary health insurance: D&O insurance and legal expenses insurance with appropriate cover for the risks; Company car, fully comprehensive motor insurance, and driver's/passenger insurance with appropriate cover; if an Executive Board member does not claim a company car, such Executive Board member shall be entitled to a monthly company car compensation payment in the form of a flat-rate incremental increase in their salary; Other perquisites: mobile phone and mobile communication media and discounts for the Frequentis staff restaurant. Social security and pension contributions Contributions to the statutory social security scheme are paid for members of the Executive Board; these change annually depending on the maximum contribution base set in accordance with Section 108 of the Austrian General Social Security Act (ASVG). The company may grant members of the Executive Board a retirement pension or survivors' pension covered by a reinsurance policy. 4.4. Severance payment For every Executive Board member whose employment with the company commenced on or after 1 January 2003, contributions are made to an occupational insurance fund (new severance payment model) in compliance with the legal requirements. For those Executive Board members whose employment with the company commenced prior to 1 January 2003 - whether or not as a member of the Executive Board - and who did not transfer to the new severance payment model, are subject to a contractual severance payment based on the provisions of the Austrian Employees Act (AngG) (old severance payment model; see subsection 8.2.1). Furthermore, the employment contract entered into with one Executive Board member after 1 January 2003, grants a contractual severance payment based on the terms of the old severance arrangements, whereas the new Executive Board contracts concluded since 1 January 2020 do not contain any such commitment. This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail. 08_Verguetungspolitik_Vorstand_2026_EN.docx Page 3 / 10 Variable remuneration components The variable remuneration is designed to support the sustained positive business development of the company. In accordance with C rule 27 of the Austrian Code of Corporate Governance, it is linked not only to short-term financial targets but also to sustainable, multi-year and non-financial performance criteria. Non-share-based short-term variable remuneration (Short Term Incentive, "STI") Basic principles The STI is a short-term variable compensation component based on the achievement of financial corporate targets within a one-year performance period. The key performance criteria for the STI are financial targets at the group or company level for a fiscal year, such as meeting the targets for EBIT, profit margins, cash flow, equity ratio, and similar metrics. The STI remuneration is not a share-based remuneration and will always take the form of a cash payment to the respective Executive Board members. Setting the targets and entitlement to the STI The number and content of the performance criteria for the STI together with the respective targets, shall be fixed by the Remuneration Committee for each fiscal year and set out in a target agreement with the Executive Board members. The targets are set on the basis of the information available at this time. For the respective target(s) an interval must be defined to set the relationship between over- or under-achievement of the target and the corresponding increase / reduction in the amount of the short-term remuneration. The basis for calculating the STI-remuneration entitlements is the (gross) annual base salary of the respective Executive Board member in the respective performance period. The actual entitlement to remuneration is therefore a percentage of the annual basis salary of the Executive Board member, depending on achievement of the targets. The target for the STI-remuneration, based on 100% achievement of the agreed performance criteria, is (from the fiscal year 2028 onwards) 50% of the annual base salary.2 Overall, even in the event of over-achievement of all the performance targets, the maximum STI- remuneration is capped at 75% of the (gross) annual base salary of the respective Executive Board member. If the consolidated financial statements or the individual financial statements of the company show a loss in a financial year, there shall be no entitlement to the STI-remuneration for that financial year. ‌2 Taking into account the performance periods from previous target agreements that are still ongoing at the time this remuneration policy is adopted, the STI-remuneration for the fiscal year 2026 is set at 40% (for the chairman of the Executive Board) and 30% (for the other members of the Executive Board) of the annual base salary upon 100% achievement of targets; for the fiscal year 2027 (upon 100% target achievement) at 50% (for the chairman of the Executive Board) and 40% (for the other members of the Executive Board) of the annual base salary. This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail. 08_Verguetungspolitik_Vorstand_2026_EN.docx Page 4 / 10 In any case, the calculation of the STI-remuneration must also take into account the earnings before tax reported by the company in accordance with the Austrian Commercial Code (UGB EBT); a minimum amount shall be defined for this purpose each year. If the UGB EBT after provisions for the STI-remuneration of all Executive Board members (including statutory payroll-related costs) drops below the defined minimum amount, the claim by all Executive Board members to variable remuneration shall be reduced by the same percentage until the planned minimum UGB EBT is reached. Determination and payment of the variable STI-remuneration entitlement At the end of the performance period, the Remuneration Committee shall evaluate achievement of the targets and determine the final level of target achievement and the resulting entitlement to the STI-remuneration. The STI-remuneration shall be paid as soon as the basis and amount has been determined by the Remuneration Committee. Share-based long-term variable remuneration (Long-Term Incentive Plan, LTIP) Basic principles The company may grant a long-term variable remuneration component, structured as a share-based Long-Term Incentive Plan (LTIP), to one or more members of the Executive Board on a one-off or repeated basis. An LTIP is a share-based remuneration instrument for an Executive Board member that is designed to support the medium and long-term creation of value by the company. The aim of the LTIP is to combine the interests of the Executive Board member and the company's shareholders by giving the Executive Board member a performance-related opportunity to acquire shares in the company, based on the achievement of certain medium and longterm targets. The LTIP is based, in particular, on sustainable, long-term and multi-year performance criteria, and also considers non-financial criteria. Further, the LTIP is designed to avoid enticements to take unnecessary risks and is focused on the positive long-term development of the company. In this way, the LTIP takes into account the specific recommendations of the Austrian Code of Corporate Governance (especially C rules 27 and 28 of the Austrian Code of Corporate Governance). Design and entry into force of the LTIP An LTIP may be agreed at annual or multi-year intervals. Every LTIP is designed by the Remuneration Committee and submitted to the entire Supervisory Board for resolution. Every LTIP meets the requirements of the Austrian Code of Corporate Governance. Participants, performance targets, maximum limit for the LTIP-remuneration When designing an LTIP, the Remuneration Committee defines, in particular, the eligible participants, the performance criteria to be used for the LTIP and their relative weighting, and the specific targets for each criterion. To comply with C rule 28 of the Austrian Code of Corporate Governance, care must be taken, in particular, to agree clear, full and differentiated and measurable targets for the This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail. 08_Verguetungspolitik_Vorstand_2026_EN.docx Page 5 / 10 LTIP that support the positive long-term development of the company and avoid a focus on purely short-term effects. In accordance with C rule 28 of the Austrian Corporate Governance Code, the performance criteria set out may not be altered during the performance period of an LTIP. However, in order to maintain the incentivizing effect that an LTIP is intended to have, the Remuneration Committee may, at its own discretion, adjust the target achievement levels if market conditions change significantly and/or in the event of special circumstances. In doing so, the Remuneration Committee must always ensure, in accordance with Section 78 (1) of the Austrian Stock Corporation Act (AktG), that the allocation of shares under an LTIP is proportionate to the duties and performance of the Executive Board member, the situation of the company and the customary remuneration, and that the criterion of a longterm behavioural incentive for sustainable corporate development is upheld. Further, the Remuneration Committee sets the maximum number of shares that may be allocated to an Executive Board member. In accordance with C rule no. 27 of the Austrian Code of Corporate Governance, a maximum limit (as a percentage of the (gross) annual base salary) must also be established, up to which the share-based variable remuneration may be paid out in the form of shares and above which no amounts are payable. Performance period, waiting period, payment, retention period In accordance with C rule no. 28 of the Austrian Code of Corporate Governance, the duration of each LTIP is three years (performance period). Entitlement to the disbursement of shares under an LTIP arises following the lapse of the third financial year to the extent the targets agreed in the LTIP are achieved. Achievement of the targets is determined by the company's Supervisory Board, represented by the Remuneration Committee; over-achievement of one performance criterion/target may offset under-achievement of another performance criterion/target. Assuming 100% target achievement in the performance period, the Executive Board member will be allocated the total number of shares that can be allocated under the LTIP -within the framework of the maximum amount set. The maximum amount and the maximum number of shares may not be exceeded even in the event of over-achievement of the targets set for the performance period. If target achievement is lower, the number of shares is reduced accordingly on a straight-line basis. If total target achievement is less than 50%, the Executive Board member is not entitled to any shares under the LTIP. The shares are transferred to the Executive Board member after determination of target achievement and approval of the disbursement by the Supervisory Board. The LTIP must specify that, after the expiry of the performance period, the Executive Board member may sell a maximum of a third of the shares acquired under an LTIP in any calendar year. Further, it shall define that the Executive Board member shall maintain a minimum shareholding, until the member leaves the company's Executive Board. Claw-back clause A claw-back clause for variable remuneration components in accordance with C rule 27 of the Austrian Code of Corporate Governance shall be included in all employment contracts with Executive Board members, if and to the extent such remuneration was determined and disbursed on the basis of obviously incorrect data. Repayment in instalments may be agreed, depending on the individual circumstances. This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail. 08_Verguetungspolitik_Vorstand_2026_EN.docx Page 6 / 10 04_Beschlussvorschlaege_HV_2026_EN.docx

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