KHD Humboldt Wedag International : AG Compensation Report 2025

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KHD Humboldt Wedag International AG, Köln Compensation Report for the 2025 Financial Year Content COMPENSATION REPORT OF KHD HUMBOLDT WEDAG INTERNATIONAL AG FOR THE 2025 FINANCIAL YEAR 2 COMPENSATION OF THE MEMBERS OF THE MANAGEMENT BOARD OF KHD HUMBOLDT WEDAG INTERNATIONAL AG 3 Compensation System for the Management Board 3 Principles of the Compensation System 4 Components of the Compensation System 5 Determination of compensation for the 2025 financial year 7 Target Compensation 7 Appropriateness of the Management Board Compensation 8 Variable Compensation for the 2025 Financial Year 9 Compensation granted and owed to the Members of the Management Board 12 COMPENSATION OF THE MEMBERS OF THE SUPERVISORY BOARD OF KHD HUMBOLDT WEDAG INTERNATIONAL AG 13 Compensation System for the Supervisory Board 13 Compensation of the Supervisory Board in the 2025 and 2024 Financial Year 13 COMPARATIVE PRESENTATION OF THE CHANGES OVER THE PAST YEARS 15 REPORT OF THE INDEPENDENT AUDITOR ON THE AUDIT OF THE REMUNERATION REPORT PURSUANT TO § 162 (3) AKTG 16 COMPENSATION REPORT OF KHD HUMBOLDT WEDAG INTERNATIONAL AG FOR THE 2025 FINANCIAL YEAR This compensation report of KHD Humboldt Wedag International AG ("KHD AG") describes the compensation granted and owed individually to current and former members of the Management Board and Supervisory Board in the 2025 financial year. In this context, the report explains in detail and on an individualized basis the structure and amount of the individual components of Management Board and Supervisory Board compensation. The compensation report was prepared jointly by the Management Board and the Supervisory Board and complies with the requirements of Section 162 of the German Stock Corporation Act ("AktG"). For KHD AG, a transparent and comprehensible presentation of Management Board and Supervisory Board compensation is an element of good corporate governance. This compensation report will be submitted for approval to the Annual General Meeting on May 22, 2026. Cologne, March 6, 2026 For the Management Board For the Supervisory Board Heng Xiang Jürgen Luckas Jingnan Yang (Chief Executive Officer) (Chief Financial Officer) (Chairman) Dr. Matthias Jochem (Chief Operating Officer) Martin Strouhal (Chief Sales Officer) Approval of the compensation report for the previous financial year 2024 The compensation report for the 2024 financial year prepared by the Management Board and Supervisory Board of KHD AG in accordance with the requirements of Section 162 AktG was approved by the Annual General Meeting on May 23, 2025 in accordance with Section 120a (4) AktG with a result of 99.97%. The compensation report for the 2024 financial year, including the independent auditor's report on the audit pursuant to Section162 (3) AktG, was made publicly available on the Company's website at https://www.khd.com/ir/news-reports/ #compensation-reports. Composition of the Management Board and the Supervisory Board In the 2025 financial year, the Management Board of KHD AG was composed of the following members: Mr. Heng Xiang (since December 20, 2025) - Chief Executive Officer (CEO) Mr. Jürgen Luckas - Chief Financial Officer (CFO) Dr. Matthias Jochem - Chief Operating Officer (COO) Mr. Matthias Mersmann - Chief Technology Officer (CTO) Mr. Jianlong Shen (until December 20, 2025) - Chief Executive Officer (CEO) In the 2025 financial year, the Supervisory Board of KHD AG consisted of the following members: Mr. Jingnan Yang - Chairman (since May 26, 2025) Mr. Gerhard Beinhauer - Vice Chairman Mr. Xiaodong Wu Mr. Sibo Yan (since May 23, 2025) Mr. Jiayan Gong (until May 23, 2025) - Chairman COMPENSATION OF THE MEMBERS OF THE MANAGEMENT BOARD OF KHD HUMBOLDT WEDAG INTERNATIONAL AG Compensation System for the Management Board The compensation of the Management Board members of KHD AG for the 2025 financial year described below is based on the compensation system in place since January 1, 2021. It complies with the requirements of Section 87a AktG introduced by the ARUG II and largely complies with the recommendations of the German Corporate Governance Code as amended on April 28, 2022 (hereinafter "GCGC"). The compensation system was presented to the Annual General Meeting on May 23, 2025 for adoption in accordance with Section 120a AktG; it was approved by a majority of 99.94%. A full description of the Management Board compensation system is publicly available as part of the invitation to the Annual General Meeting held in the 2025 financial year at https://www.khd.com/ir/annual-general-meeting/ #2025. The compensation system was applied in the 2025 financial year to all active Management Board members who have a Management Service Agreement. In accordance with Section 120a (1) Sentence 1 AktG, the Annual General Meeting has to resolve on the approval of each significant change to the compensation system, but at least every four years. The compensation system will therefore have to be approved again at the Annual General Meeting in 2029. The Management Board member Dr. Matthias Jochem does not have a Management Service Agreement and does not receive Management Board compensation. In the 2019 financial year, KHD entered into a consulting agreement (last amended on May 15, 2024) with 4-stream consulting GmbH, Roetgen, a company that is considered a related party with regard to Dr. Jochem. In accordance with this contractual agreement, KHD AG recognizes the remuneration for the consulting services rendered as other operating expenses. Principles of the Compensation System The compensation system for members of the Management Board of KHD AG makes an important contribution to promoting the business strategy. By the structure of the compensation system, the members of the Management Board are motivated to achieve key strategic Group objectives, in particular increasing the value of the Group and improving the market position in the areas of customer orientation, technology leadership, and value creation. In determining Management Board compensation, the Supervisory Board is guided by the following principles: Promotion of the Group strategy The compensation system as a whole makes a significant contribution to promoting and implementing the business strategy by defining performance criteria based on the long-term success and sustainability of the Group. Appropriateness of compensation The compensation of the members of the Management Board is commensurate with their duties and performance. It considers the complexity and the economic situation of the Group. Compared with similar companies, the compensation is in line with the market and at the same time competitive. Linking performance and compensation The compensation of Management Board members is linked to their performance by making the variable compensation components dependent on the achievement of certain targets. This ensures that special performance is rewarded appropriately, while failure to meet the specified targets leads to a significant reduction in compensation. Focus on sustainable and long-term corporate development The compensation of Management Board members is geared to the long-term and sustainable development of the Group. The variable compensation therefore mainly has a multi-year assessment basis. Sustainability/ ESG (environment, social, governance) targets are also explicitly defined for the bonus for individual targets (short-term performance bonus). Harmonization with shareholder and stakeholder interests The compensation system makes a key contribution to linking the interests of the Management Board with those of shareholders and other stakeholders. The majority of the variable compensation is linked to the economic success of the KHD Group. Consistency of the compensation system The compensation system for the members of the Management Board is in line with the compensation for other leaders / managers in the Group, sets comparable incentives, and specifies comparable targets.

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