Knorr Bremse : Compensation Report (Knorr Bremse CompensationReport 2025)

About this update from Knorr-bremse Ag

Compensation Report Introduction This compensation report explains the principles of the compensation systems for the Executive Board and Supervisory Board of Knorr-Bremse AG and the compensation granted and owed within the meaning of section 162 (1) sentence 1 AktG to the current and former members of the Executive Board and Supervisory Board, in each case relating to the 2025 fiscal year (January 1 to December 31, 2025). The presentation of the compensation report takes into account the vote by last year's Annual General Meeting approving the 2024 compensation report pursuant to section 120a (4) AktG, in addition to other feedback from investors and authorized proxies. This compensation report consistently discloses the compensation granted and owed in accordance with section 162 (1) sentence 2 no. 1 AktG for the fiscal year in which the underlying work (one or more years) was completed in full. For the variable compensation components, the compensation subtargets and the calculation of the actual target achievement are presented and described in detail. The compensation report was jointly prepared by the Executive Board and the Supervisory Board. It was reviewed with regard to form and content by KPMG AG Wirtschaftsprüfungsgesellschaft above and beyond the requirements of section 162 (3) AktG. The auditor's report is included in the 2025 compensation report. This compensation report is planned to be presented for approval at the Annual General Meeting on April 30, 2026. Overview of the fiscal year Business The Executive Board of Knorr-Bremse AG is very satisfied with the business development in 2025, a year shaped by a geopolitical and economic environment that continued to be challenging. In the last fiscal year, Knorr-Bremse attained revenues of € 7,817 million, equivalent to a slight fall of around 0.8% year over year (previous year: € 7,883 million). Reported EBIT came in at € 903 million, down by a modest 0.8% on the prior-year figure ( € 911 million). The Group's operating EBIT was € 1,016 million, a moderate 5.1% above the prior-year level (€ 966 million). Free cash flow amounted to € 790 million and was therefore a robust amount above the previous year (€ 730 million). The Rail Vehicle Systems division exceeded the prior-year level with a solid increase in revenues of 6.7% to € 4,316 million. Revenues of the Commercial Vehicle Systems division, at € 3,503 million, were down a moderate € 338 million compared with the prior-year figure (€ 3,842 million). The Executive Board The composition of the Executive Board of Knorr-Bremse AG did not change in the 2025 fiscal year. The Supervisory Board Stephan Sturm was elected to the Supervisory Board on April 30, 2025 to succeed Dr. Theodor Weimer as shareholder representative. Manuela Deseive succeeded Sylvia Walter as an elected substitute member on the employee side on January 1, 2025, after the latter resigned from the Supervisory Board with effect from December 31, 2024 having reached retirement age. Executive Board compensation Description of the compensation system The system of compensation for Executive Board members in the version applicable since January 1, 2024 should be clear and understandable. It adheres to the specifications of the German Stock Corporation Act (AktG) as amended by the German Act on the Implementation of the Second Shareholders' Rights Directive of December 12, 2019 (Federal Gazette Part I 2019, no. 50 of December 19, 2019) and incorporates the recommendations of the German Corporate Governance Code ( GCGC ). The remuneration system of the Executive Board members is composed of fixed and variable components. The fixed components of the Executive Board members' remuneration are their fixed annual salary, fringe benefits, and pension contribution. The variable components are the short-term variable remuneration (short-term incentive, STI ) and long-term variable remuneration (long-term incentive, LTI ). The remuneration system also provides for Share Ownership Guidelines (" SOG ") for the Executive Board members. An overview of the compensation system is provided in the table below: Fig. 1 F IG . 1 OV E R V I E W OF T H E C OM P E N S A TI ON S Y S TE M I N 2 0 2 5 Compensation components Assessment base/parameters Non-performance-related components Fixed annual salary - Fixed, contractually agreed remuneration paid in twelve monthly installments - Mainly private usage of the company car, possibly with the services of a driver, in- Fringe benefits Pension contribution Performance-related components surance policies (accident, D&O), reimbursement of the employer share in health and long-term care insurance Annual payment for retirement benefit purposes Aside from this, no company pension scheme is provided. Plan type - Target bonus Short-term variable remuneration (STI) Limitation of payment amount Performance criteria 200% of the target amount - EBIT* (35%) Revenues* (20%) Free cash flow* (15%) - ESG* (20%) ("ESG STI") Quality (10%) Modifier (0.8-1.2) to reflect the individual and collective performance of the Executive Board, in addition to stakeholder targets Payout - In the month following approval of the consolidated financial statements for the fiscal year Plan type - Performance share plan Long-term variable remuneration (LTI) Limitation of payment amount Performance criteria 200% of the target amount Return on Capital Employed - ROCE* (30%) - ESG* (20%) ("ESG LTI") Relative Total Shareholder Return - TSR (50%) Benchmarked against selected companies in the industrial goods peer group and selected rail and truck peers Other Share ownership obligation Payments upon taking position: Malus and clawback Payout - Month following approval of the consolidated financial statements for the final fiscal year in the 4-year performance period Obligation to buy shares in Knorr-Bremse AG in an amount equivalent to one gross fixed annual salary within four years and to hold them for the duration of the appointment to the Executive Board If applicable, compensation payments upon taking office If applicable, relocation benefits Possibility to reduce ("malus") or claw back variable remuneration in cases of compliance breaches or in the event of a retrospective correction of objectively erroneous consolidated financial statements with relevance for variable compensation * Measurement of achievement of subtargets EBIT, revenues, free cash flow, ESG STI, ESG LTI and ROCE is based on the actual values in the approved and audited consolidated financial statements (where available). Here, the Supervisory Board is entitled to use its discretion to subtract unbudgeted extraordinary influences based on a list of criteria defined in advance by the Audit Committee. The aim of these adjustments is to measure the actual management performance of the Executive Board without distortion, such as by currency effects or effects of M&A activities. Target compensation and compensation structure On the basis of the compensation system the Supervisory Board defines a specific target total compensation for each Executive Board member, which should be in appropriate relation to the tasks and performance of the Executive Board member and the company's situation and should not exceed standard compensation without justification. The Supervisory Board regularly reviews the Executive Board compensation to ensure it is appropriate and in line with the market. The regular review of compensation takes place as a comparison with companies in the DAX, MDAX and selected companies from the industrial goods peer group as well as selected rail and truck peers (horizontal comparison). A vertical comparison is also carried out, which considers the Executive Board compensation in relation to the employees at other levels of the Knorr-Bremse Group in Germany. Based on the results of the regular review of Executive Board compensation, which was most recently conducted in January 2025 with external oversight, the Supervisory Board considers that the compensation is in line with the market and appropriate. The Supervisory Board also regularly reviews the compensation structure of the Executive Board members in order to incentivize the company's long-term performance. The target total remuneration comprises the sum of all remuneration components relevant for total remuneration. In the case of the STI and LTI, the target amount is in each case based on 100% target achievement. Long-term variable compensation accounts for a larger proportion of the total target compensation than the short-term variable compensation. The relative proportions of fixed and variable compensation are shown below on the basis of the total target compensation. Fig. 2 F IG . 2 S T RU C T U RE O F C O M P EN S A T I O N EL EM EN T S CEO*: 25% - 35% OEBM*: 40% - 50% CEO*: 25% - 35% OEBM*: 20% - 30% CEO*: 35% - 45% OEBM*: 30% - 40% Non-performance-re-lated components/fixed compensation Performance-related components/ variable compensation Fixed annual salary including fringe benefits and pension contribution Short-term incentive (STI) Long-term incentive (LTI) Annual payment Payment after four years * CEO = Chief Executive Officer / OEBM = Ordinary Executive Board member The target compensation of the Executive Board members active in 2025 is presented in the following table: Ta-ble 4.01 4. 01 T A RG ET C O M P EN S A T I O N O F EX EC U T I V E B O A RD M EM B E RS Marc Llistosella Frank Markus Weber Dr. Claudia Mayfeld Chief Executive Officer (CEO) Chief Financial Officer (CFO) Chief Human Resources & Integrity Officer (CHRO) (since January 1, 2023) (since July 1, 2020) (since May 1, 2021) in € thousand 2025 In % 2024 2025 In % 2024 2025 In % 2024 Base remuneration 1,000 24 1,000 900 31 900 900 34 900 Fringe benefits 28 1 28 27 1 27 33 1 33 Pension contribution 300 7 300 300 10 300 300 11 267 One-year variable compensation (STI) STI 2025 1,300 31 - 750 26 - 600 23 - STI 2024 - - 1,300 - - 750 - - 600 Multi-year variable compensation (LTI) LTI 2025-2028 1,500 36 - 900 31 - 800 30 - LTI 2024-2027 - - 1,500 - - 900 - - 800 Total target compensation 4,128 100 4,128 2,877 100 2,877 2,633 100 2,600 Bernd Spies Dr. Nicolas Lange Commercial Vehicle Systems division Rail Vehicle Systems division (since March 12, 2022) (since October 1, 2023) in € thousand 2025 In % 2024 2025 In % 2024 Base remuneration 900 34 900 900 34 833 Fringe benefits 28 1 28 35 1 35 Pension contribution 300 11 300 300 11 300 One-year variable compensation (STI) STI 2025 600 23 - 600 23 - STI 2024 - - 600 - - 600 Multi-year variable compensation (LTI) LTI 2025-2028 800 30 - 800 30 - LTI 2024-2027 - - 800 - - 800 Total target compensation 2,628 100 2,628 2,635 100 2,568 Fixed compensation components The compensation system for the Executive Board comprises the following fixed compensation components. Annual salary Executive Board members receive a fixed, non-perfor-mance-related annual salary, which is paid in 12 equal installments as a monthly salary. Fringe benefits In addition, Executive Board members receive fringe benefits. For each member of the Executive Board, the company bears, in particular, the costs of accident insurance for death or disability, the employer's contribution to private health and long-term care insurance, and a company car that can also be used privately, possibly with the services of a driver. Furthermore, Executive Board members are covered by a D&O liability insurance policy. Pension contribution For the purposes of an old-age pension, the Executive Board members receive an annual pension contribution, payable at the end of the fiscal year in question. Knorr-Bremse AG does not have any pension commitments to current members of the Executive Board. Other The Supervisory Board may, on a case-by-case basis, grant a payment on the occasion of a new Executive Board member taking up his or her position in the first or second year of the new member's appointment. This payment can be used to compensate for, for example, losses of variable remuneration that an Executive Board member faces from a former employer as a result of moving to Knorr-Bremse AG. No such payments were pledged or made in 2025 fiscal year. Variable compensation components The variable performance-related compensation component consists of two elements: a short-term incentive (STI) and a long-term incentive (LTI). STI The STI (Fig. 3) is a performance-related bonus with a performance period of one year. The STI ensures the variable compensation's strategic alignment by directly linking it to the financial performance criteria. Furthermore, the short-term variable remuneration is based on non-financial performance criteria. This supports the strategic development of the Group, which also includes social and environmental aspects and takes account of sustainable corporate development. The first step of the STI is dependent on financial performance criteria and the achievement of quality and ESG targets (collectively the " company STI targets "). In the second step, the Supervisory Board uses a modifier to reflect the individual performance of the Executive Board member, the collective performance of the Executive Board and the achievement of stakeholder targets. The financial performance criteria for calculating the amount paid from the STI in the 2025 fiscal year were EBIT, with a weighting of 35%, revenues, with a weighting of 20%, and free cash flow, with a weighting of 15%. In addition, target achievement depended on the quality performance criterion, which accounted for 10%, and on internal ESG targets, which accounted for 20%. The EBIT refers to the earnings before interest, before the other financial result, and before income taxes as recognized in the company's approved and audited consolidated financial statements. EBIT reflects the company's profitability and its value promise to continue delivering an excellent margin. Revenues are the revenues recognized in the company's approved and audited consolidated financial statements. They are a core element of the profitable growth strategy, and of Knorr-Bremse AG's value promise to grow faster than the market. Free cash flow is calculated by deducting disbursements for capital expenditure on property, plant, and equipment and intangible assets from the cash flow from operating activities, and by adding proceeds from the sale of property, plant, and equipment and intangible assets to the cash flow from operating activities. The performance criteria "quality" focuses on operating activities in the divisions, with quality targets such as the "cost of poor quality" set for both divisions. ESG targets are also included as a material non-financial performance criterion in the form of two internal criteria, each weighted at 50% (" ESG criteria" ). The ESG criteria are, firstly, the company's own contribution to CO 2 reduction and energy efficiency, consisting of the sum of energy efficiency increases and internally generated solar power in relation to the Group's total energy demand, and, secondly, the development of workplace accidents per 200,000 hours of work. The company STI targets were weighted depending on the responsibilities of each Executive Board member. For the central functions, this was either exclusively for the entire Group (Marc Llistosella, Frank Markus Weber and Dr. Claudia Mayfeld) or 50% for the entire Group and 50% for the segment for which the Executive Board member is responsible (Bernd Spies for Commercial Vehicle Systems and Dr. Nicolas Lange for Rail Vehicle Systems). The Supervisory Board defines the targets for each fiscal year for the individual performance criteria EBIT, revenues and free cash flow, which are derived from the budget planning. For the quality performance criterion, the Supervisory Board defines a value for each subtarget that corresponds to target achievement of 100%. It is entitled to use its discretion to deviate from this target and to set a minimum value corresponding to a target achievement of 0% and a maximum value corresponding to a target achievement of 200% for the sub-targets EBIT, revenues, free cash flow and/or quality if the Supervisory Board believes these would more accurately reflect these sub-tar-gets and incentivize the members of the Executive Board accordingly. For the ESG performance criterion, the Supervisory Board defines values for the ESG criteria that correspond to target achievement of 100%, as well as a minimum value corresponding to target achievement of 0% and a maximum value corresponding to target achievement of 200%. At the end of the fiscal year the total target achievement is measured on the basis of the target achievement for each performance criterion. To measure the target achievement for each of the performance criteria, the Supervisory Board compares the actual figure with the target figure (budget figure or defined value) for the respective fiscal year. The ratio of the actual figure to the target value (as a percentage) indicates the extent to which the targets have been met, and for the performance criteria EBIT, revenues, free cash flow and quality, results in the following target achievement specified by the Supervisory Board, with target achievement between 0% (for achieving or coming in below the minimum value) and 200% (for achieving or exceeding the minimum value) interpolated on a straight-line basis. Total target achievement is calculated as follows: Total target achievement = EBIT target achievement x 35% + revenues target achievement x 20% + free cash flow target achievement x 15% + ESG target achievement x 20% + quality target achievement x 10% At the beginning of the year, in addition to the performance criteria, the Supervisory Board defines other nonfinancial performance criteria and their weightings, in order to assess the individual performance of the Executive Board member and the performance of the entire Executive Board and the achievement of stakeholder targets ("success criteria"). The individual performance criteria are taken into account by means of a modifier. This is set by the Supervisory Board at its discretion, depending on the extent to which the non-financial performance criteria are met. The total target achievement measured on the basis of the financial performance criteria and the ESG targets is multiplied by the modifier (0.8 to 1.2) and the defined target amount (in euros) to produce the payment amount. The annual STI payment is capped at 200% of the target amount for all Executive Board members. The payout amount is due for payment in the month after the approval of Knorr-Bremse AG's consolidated financial statements for the fiscal year relevant for the STI. Measurement of achievement of subtargets EBIT, revenues, free cash flow and ESG is based on the actual values in the consolidated financial statements (where available). Here, the Supervisory Board is entitled to use its discretion to subtract unbudgeted extraordinary influences based on a list of criteria defined in advance by the Audit Committee. The aim of these adjustments is to measure the actual management performance without distortion, such as by currency effects, M&A effects or unbudgeted extraordinary influences. For the past fiscal year, effects from currency translation, from M&A (KB Signaling, duagon, Sheppard), and from the global BOOST restructuring in particular were adjusted when determining STI target achievement at Group level. At divisional level, adjustments were made for effects from advance payments to suppliers and from the unbudgeted acquisition of a property in Chennai, India (One Campus India), as quantified in Table 4.02 . F IG . 3 HO W T HE S T I W O R K S Payment in € Capped at 200% of the target amount Modifier (0.8 - 1.2) Individual performance, collective performance of the Executive Board Target amount in € Total target achievement 35% EBIT 20% Revenues 15% Free cash flow 20% ESG 10% Quality x x = The following performance criteria, target values, and actual achievement figures were used to determine STI target achievement for fiscal year 2025 Table 4.02, Ta-ble 4.03 . The target values for the performance criteria were derived before the start of the 2025 fiscal year from the budget planning approved by the Supervisory Board. The capital market guidance for the 2025 fiscal year confirmed these targets. The historically high free cash flow of € 790 million in particular (compared with € 730 million in the previous year) led to a correspondingly high target achievement for this key figure. 4. 02 S T I T A R G E T A C H IE V E M E N T 20 25 - EB I T , REV EN U ES , F R EE C A S H F L O W Performance criterion Executive Board member weighting Floor Targ et level Maximum Act value ual value Adjusted actual value Target achievement Group Marc Llistosella: 100% EBIT (in € million) Frank Markus Weber: 100% 934 1,038 1,142 903 1,046 107% Revenues (in € million) Dr. Claudia Mayfeld: 100% 7,675 8,137 8,555 7,817 8,132 99% Free cash flow (in € million) Bernd Spies: 50% Dr. Nicolas Lange: 50% 597 665 733 790 813 200% Commercial Vehicle Systems EBIT (in € million) Revenues (in € million) Bernd Spies: 50% 362 3,572 404 3,784 443 3,976 319 3,504 375 3,726 30% 73% Free cash flow (in € million) 292 324 356 313 348 176% Rail Vehicle Systems Revenues (in € million) 4,103 4,353 4,579 4,316 4,408 124% Free cash flow (in € million) 507 560 608 594 669 200% EBIT (in € million) Dr. Nicolas Lange: 50% 640 715 783 647 731 124% 4. 03 S T I T A R G E T A C H IE V E M E N T 20 25 - Q U AL I T Y AND E S G T AR G E T S Performance criterion Weighting Floor Target level Maximum value Actual value Target achieve- ment Cost of poor quality 60.0% 1.26 1.05 0.84 1.55 Ready for assembly 8.0% 240 200 160 180 Raw material 8.0% (in ppm) Functional test failures 8.0% 2,640 5,040 2,200 4,200 1,760 3,360 1,976 3,536 70% Intercompany rejects 8.0% 30 25 20 17 Zero mileage 8.0% 18 15 12 10 Quality Rail Vehicle Systems Cost of poor quality 50.0% 1.33 1.11 0.89 0.90 Supplied delivery quality 25.0% 1,080 900 720 576 197% Delivery quality (in ppm of external 25.0% 1,416 1,180 944 762 Quality Commercial Vehicle Systems (in %) (in ppm) (in ppm) (in ppm) (in ppm) (in %) (in ppm) delivery quantity) ESG Group Own contribution to CO 2 reduction (in GWh) (internal)* Workplace accidents per 200,000 contractual working hours (internal) ESG Commercial Vehicle Systems Own contribution to CO 2 reduction (in GWh) (internal)* Workplace accidents per 200,000 contractual working hours (internal) ESG Rail Vehicle Systems Own contribution to CO 2 reduction (in GWh) (internal) Workplace accidents per 200,000 contractual working hours (internal) 50.0% 9.20 11.50 13.80 16.41 50.0% 0.89 0.74 0.59 0.62 50.0% 6.56 8.20 9.84 11.79 50.0% 0.66 0.55 0.44 0.51 50.0% 2.64 3.30 3.96 4.62 50.0% 1.14 0.95 0.76 0.76 190% 168% 200% * ESG CO 2 target including Aldersbach solar farm. The Supervisory Board assessed the individual performance of the Executive Board members, the collective performance of the Executive Board and the achievement of stakeholder targets. For the 2025 fiscal year, the Supervisory Board defined the following overarching objectives for the Executive Board in particular, which are weighted differently: implementing the sub-programs and sub-pro-jects of the BOOST project with continuous reporting on financial and strategic effects on the Knorr-Bremse Group and the divisions; implementing the M&A measures planned in the brownfield to streamline the portfolio; developing specific clusters to discuss strategic potential in the greenfield; executing the implementation plan for the S4/HANA project while achieving the most effective cross-divisional standardization possible; developing a plan for the strategic realignment of IT towards product-driven IT. On the basis of significant, measurable progress in the BOOST project, as well as in the streamlining of the portfolio and IT transformation, the Supervisory Board defined the individual modifier at its discretion for all Executive Board members as 1.1. This resulted in the following (total) target achievement Table 4.04 for the individual Executive Board members. 4. 04 IN D IV ID U A L S T I T A R G E T A C H IE V E M E N T 2 02 5 Executive Board member Target achievement: EBIT, revenues, free cash flow Target achievement: quality Target achievement: ESG targets Modifier Total target achievement 70% weighting 10% weighting 20% weighting Marc Llistosella 125% 139% 190% 1.1 153% Frank Markus Weber 125% 139% 190% 1.1 153% Dr. Claudia Mayfeld 125% 139% 190% 1.1 153% Bernd Spies 99% 105% 179% 1.1 128% Dr. Nicolas Lange 133% 168% 195% 1.1 164% LTI (description and award of the 2025-2028 tranche) The LTI (Fig. 2) is a performance share plan in which virtual shares in Knorr-Bremse AG are awarded in annual tranches. In order to link compensation to the company's long-term development, the long-term variable compensation makes up most of the variable compensation and thus a significant proportion of total compensation. With a performance period of four years and an annual award, it is intended to incentivize the beneficiaries to work for the company's positive long-term performance over multi-year cycles. A combination of internal and external performance criteria take the stakeholder and shareholder approach into account. Each tranche of the performance share plan has a performance period of four years (" performance period "). Each performance period starts on January 1 of the first fiscal year in the performance period (" award year ") and ends on December 31 of the third year following the award year. At the beginning of the award year the Executive Board members are awarded a provisional number of virtual shares (performance share units), calculated using the ratio of the individual target amount agreement in the service agreement and the average XETRA closing price of the Knorr-Bremse AG share in the 60 exchange trading days before the first day of the award year. At the end of the performance period, the target achievement for the LTI is measured and the payment amount is defined for each Executive Board member depending on the target achievement. As with the 2024-2027 tranche, the relevant performance criteria for the performance share plan of the 2025-2028 tranche are the total shareholder return ( TSR ) of Knorr- Bremse AG compared with the TSR for selected companies from the industrial goods peer group and selected rail and truck peers (" relative TSR ") and the return on capital employed (" ROCE "). This combines an internal financial performance criterion (ROCE) with an external capital market-based criterion (relative TSR). In addition, the ESG targets of Scope 1 + 2 reduction and employee satisfaction ( ESG ) are taken into account in the performance share plan as non-financial performance criteria. By contrast, the 2022-2025 and 2023-2026 tranches are based on the performance criteria of relative TSR (compared with the average of the TSRs from three peer groups) and the performance of earnings per share (EPS), each with a weighting of 50%. ROCE is the return on capital employed in percent as reported in the approved and audited consolidated financial statements of Knorr-Bremse AG, based on the reported EBIT and capital employed. Capital employed includes the sum total of intangible assets, net working capital, and property, plant, and equipment. Target achievement for the ROCE performance criterion is measured by comparing the average ROCE for the performance period (" actual average ROCE ") and the minimum value, target value and maximum value for the ROCE set by the Supervisory Board, with the minimum value corresponding to target achievement of 0%, the target value corresponding to target achievement of 100% and the maximum value corresponding to target achievement of 200%. The target achievement is interpolated on a straight-line basis in each case between the minimum value and the target value and between the target value and the maximum value. The non-financial ESG performance criterion is formed of the ESG criteria of reduction of Scope 1 + 2 CO 2 e emissions (" Scope 1 + 2 reduction "), weighted at 70%, and employee satisfaction , weighted at 30%. The applicable figures for the Scope 1 + 2 reduction are the CO 2 e emissions in tCO 2 e as presented in the company's Group man agement report for the final year of the performance period. The applicable figure for employee satisfaction is the final engagement score, in index points, that was calculated during the performance period. The Supervisory Board sets a minimum value corresponding to 0% target achievement, a target value corresponding to 100% target achievement, and a maximum value corresponding to 200% target achievement for each ESG criterion for each performance period. The target achievement is interpolated on a straight-line basis in each case between the minimum value and the target value and between the target value and the maximum value. The Supervisory Board is authorized to swap the ESG criteria for future fiscal years in full or in part, to remove them, to add new ESG criteria, and to change the weighting of the ESG criteria. The TSR refers to the share price performance, on the fictitious assumption that dividends are reinvested, and taking all capital measures into account. It indicates the increase in enterprise value from the perspective of the shareholders. To take into account the competitive position of Knorr-Bremse AG and incentivize the strategy of sustainable growth above the market average, the TSR of Knorr-Bremse AG is compared against selected, relevant, comparable companies from a peer group of companies in the industrial goods as well as rail and truck sectors (" peer group "). The following peer group companies are used for the LTI 2025-2028 tranche: Alfa Laval AB, Assa Abloy AB, Atlas Copco AB, Kone Oyi, Schindler Holding AG, Alstom SA, CAF, Stadler Rail AG, Talgo SA, Wabtec, Jost Werke SE, Daimler Truck, Paccar Inc, SAF Holland, Tra-ton SE, and Volvo AB. To measure relative target achievement for the TSR of Knorr-Bremse AG in relation to peer group companies, the TSR ranking achieved by Knorr-Bremse AG within the peer group is determined. The relative ranking shows the target achievement, which is interpolated on a straight-line basis between 0% for the 25th percentile and 200% for the 75th percentile. Total target achievement is calculated using the following formula: Total target achievement = ROCE target achievement x 30% + ESG target achievement x 20% + relative TSR target achievement x 50% The final number of virtual shares is calculated by multiplying the number of virtual shares awarded by the total target achievement at the end of the performance period. Final number of virtual shares = number of virtual shares awarded x total target achievement The payment amount is then obtained by multiplying the final number of virtual shares by the average XETRA closing price for the company share in the last sixty exchange trading days before the end of the respective performance period. The following performance criteria, target values, and actual achievement figures were used to determine LTI target achievement in the 2022-2025 LTI tranche, which will be paid out in April 2026. Table 4.05, 4.06 For the 2025-2028 LTI tranche, the figures shown in Ta-ble 4.07 represent the floor, target and cap for ROCE, ESG and relative TSR. In addition, Table 4.08 shows the number of virtual shares awarded to each Executive Board member for the 2025-2028 LTI tranche. As with the STI, the presentation of compensation granted and owed for Executive Board members in office in the reporting year is based on the vested amount. The compensation report for the fiscal year shows the tranche for which the underlying work (one or more years) has been completed in full in the reporting year. A newly awarded LTI tranche has therefore been shown at fair value in the compensation report for the award year as compensation granted and owed as of the end of the award year, because in accordance with the service agreement it was already vested in the first year of the performance period Table 4.10 . This does not affect the loss of vested rights for bad leavers. The compensation report for the final year of the relevant performance period then shows the difference between the originally recognized fair value and the actual payment amount below (Fig. 4) . 4. 05 L T I T A R G E T A C H IE V E M E N T 20 22 - 20 25 Award price 2022 in € 90.74 Award price 2025 in € 85.43 Strategic target EPS in € 4.52 Average actual EPS in € 3.14 Achievement of average actual EPS In % 0.0 Relative TSR target 50th percentile Actual relative TSR 45.5th percentile Relative TSR target achievement In % 90.9 Payout ratio derived from total target achievement In % 42.8 4. 06 IN D IV ID U A L L T I T A R G E T A C H IE V E M E N T 2 02 2 - 202 5 Executive Board member Target amount Number of per- Fair value of per- Number of final Payment amount Difference be- (in € thousand) formance share units awarded formance share units awarded as performance share units of final perfor- mance share tween fair value (Dec. 31, 2022) of December 31, units* and payment 2022 (in € thousand) amount (in € thousand) (in € thousand) Frank Markus Weber 880 9,699 343 4,409 377 34 Dr. Claudia Mayfeld 800 8,817 312 4,008 342 31 Bernd Spies (from March 12, 2022) 643 7,087 251 3,222 275 25 Former Executive Board members Target amount (in € thousand) Number of performance share units awarded Fair value of performance share units awarded as of December 31, 2022 (in € thousand) Number of final performance share units Payment amount of final performance share units* (in € thousand) Difference between fair value (Dec. 31, 2022) and payment amount (in € thousand) Dr. Jürgen Wilder (until September 30, 2023) 800 8,817 312 4,008 342 31 Dr. Jan Mrosik (until April 30, 2022) 500 5,511 192 2,505 214 22 * The agreement for the maximum remuneration applicable for 2022 is complied with through the payment of LTI 2022-2025. 4. 07 L TI TA R G E T 2 0 2 5 - 20 28 Performance criterion Weighting Floor Target level Maximum value Relative TSR 50% 25th percentile 50th percentile 75th percentile ROCE 30% 19% 21% 23% Scope 1+2 reduction in tCO 2 e 14% 34,650 33,077 31,504 Employee satisfaction 6% 68 71 74 4. 08 L T I A W A R D 2 02 5 - 202 8 Executive Board member Target amount (in € thousand) Award price (in €) Number of performance share units awarded Maximum possible number of performance share units (cap: 200%) Fair value as of December 31, 2025 LTI measured as of December 31, 2025 (in € thousand) Marc Llistosella 1,500 20,014 40,028 144.24% 2,164 Frank Markus Weber 900 12,009 24,018 144.24% 1,298 Dr. Claudia Mayfeld 800 74.95 10,674 21,348 144.24% 1,154 Bernd Spies 800 10,674 21,348 144.24% 1,154 Dr. Nicolas Lange 800 10,674 21,348 144.24% 1,154 Share ownership guidelines (SOG) In addition to the LTI as a share-based compensation element, the share ownership guidelines for the Executive Board constitute a further key component of the compensation system with the objective of promoting the longterm and sustainable development of the company. The members of the Executive Board are required to acquire and retain ownership of a minimum holding of shares in Knorr-Bremse AG amounting to 100% of their base remuneration for the duration of their service agreement (the " SOG target "). A member of the Executive Board is to acquire shares in Knorr-Bremse AG equal to at least 25% of the SOG target in each fiscal year until the SOG target is achieved. In individual cases, the Supervisory Board can use its discretion to depart from the SOG provisions, taking into account the circumstances of the case (e.g., on account of restrictions on the acquisition of shares as a result of contractual, internal, or legal provisions). Since the 2025 fiscal year, SOG share purchases have been processed by an external service provider; the company bears the external costs incurred for the administration. As of December 31, 2025, the members of the Executive Board in office held shares in Knorr-Bremse AG as shown in Table 4.09 . 4. 09 O V ERV I EW O F T H E S H A RE O W N ERS H I P P RO G RA M Executive Board member End of the build-up phase Number of shares held Total acquisition costs of the shares held (in €) Proportion of the respective base remuneration Marc Llistosella December 31, 2026 10,460 750,056 75% Frank Markus Weber June 30, 2024 12,424 903,382 100% Dr. Claudia Mayfeld April 30, 2025 11,616 900,030 100% Bernd Spies March 11, 2026 12,258 862,528 96% Dr. Nicolas Lange September 30, 2027 10,024 762,216 85% Malus/clawback The compensation system for the Executive Board does not have a standard malus or clawback clause. Starting in the 2024 fiscal year, the Supervisory Board has, in certain circumstances, the possibility of retaining short-term and long-term variable remuneration components that have been earned (" malus ") or reclaiming part or all of them if less than three years have passed since payment of the variable remuneration component (" clawback "). In particular, such circumstances include a major breach of criminal law provisions or of material duties of care in the leadership of the company by an Executive Board member, or a breach of organizational and monitoring obligations by an Executive Board member leading to such a breach by an employee of the company, a member of a governing body, or an employee of an affiliate of the company. Such circumstances furthermore include the subsequent correction of an objectively incorrect presentation in the consolidated financial statements for a measurement period related to the variable remuneration component, insofar as no variable remuneration payment or a smaller variable remuneration payment would be due based on the corrected consolidated financial statements. The required amendments have already been written into the contracts for four out of the five Executive Board members. Maximum compensation The total compensation to be granted to the Executive Board members for a fiscal year (sum of all the remuneration amounts spent for the fiscal year in question, including fixed annual salary, variable compensation components, pension contribution, and fringe benefits or any compensation payments made when new members are appointed) - irrespective of whether they are paid out in this fiscal year or at a later date - has a maximum absolute limit (" maximum compensation "). The maximum contractually agreed remuneration for the 2025 fiscal year is € 6,370,000 for the Chief Executive Officer (CEO), € 4,500,000 for the Chief Financial Officer (CFO) and € 4,030,000 for each ordinary Executive Board member. Regardless of the maximum remuneration, the amount of individual variable remuneration components paid is also capped at 200% of the target amount. None of the cash payments made to the Executive Board members during the reporting period exceeded the applicable maximum limit for the total compensation to be granted (sum of all the compensation amounts spent for the fiscal year in question, including fixed annual salary, variable compensation components, pension contribution and fringe benefits or any compensation in connection with new appointees commencing their role; maximum compensation). Because the expense for the LTI 2025-2028 will only occur at the end of the third year after the conclusion of the reporting year due to the four-year performance period, it will only be possible to report conclusively on compliance with the maximum compensation for fiscal year 2025 in the compensation report for fiscal year 2028. If the amount for the LTI 2025-2028 results in the maximum compensation being exceeded, the payout amount would be reduced in accordance with the arrangements in the service agreement. If the limit for a fiscal year were exceeded and reducing the payout amount for the LTI for the relevant award year still did not bring the compensation back below the limit, the STI would be reduced. If necessary, the Supervisory Board can, at its discretion, reduce other remuneration components or demand that granted remuneration be paid back. Compensation-related transactions Benefits promised or granted by a third party In the reporting year, no member of the Executive Board was promised or granted benefits by a third party in respect of his or her work as an Executive Board member. Commitments in the event of termination of service agreements The Supervisory Board may sign non-competition agreements with Executive Board members for a period of up to two years after they leave the company. Currently, all incumbent Executive Board members are subject to a non-competition agreement for twelve months after they leave the company. During this period, the Executive Board members are entitled to non-compete compensation amounting to a twelfth of the fixed annual salary (base remuneration) per month. The non-compete compensation is set off against any benefits otherwise owed by Knorr-Bremse AG for the period after the termination of the service agreement. Any income received for activities not covered by the non-competition agreement is offset against the non-competition compensation. The current service agreements provide that in the event of termination of the appointment by mutual agreement, members of the Executive Board receive a compensation payment. The compensation payment is composed of the fixed annual salary and the STI for remaining term of the planned appointment, which for Dr. Mayfeld, Mr. Spies, Mr. Llistosella and Dr. Lange is no longer than 12 months, and for Mr. Weber no longer than 24 months. The compensation payment thus does not exceed the value of two years' remuneration but remains below it and also does not remunerate more than the remaining term of the contract. The compensation payment is set off against any non-compete compensation paid by Knorr-Bremse AG. If an appointment is prematurely revoked by the Supervisory Board, the respective service agreement ends upon expiration of a notice period pursuant to section 622 (2) of the German Civil Code (BGB). This notice period is extended to a maximum of 24 months to the end of the month (at most until the contract's regular termination date) if the respective Executive Board member is blame-lessly dismissed by the Annual General Meeting due to their incapacity to conduct business properly or due to a vote of no confidence, or if they resign prematurely, unilaterally and effectively from their position on the Executive Board for good cause. During the notice period, the members of the Executive Board receive their base remuneration. The claims to STI and LTI are based on the rules on leaving the Executive Board prematurely described above. Change of control There is no right of special termination in the event of a change of control or any commitment to make payments based on the premature termination of Executive Board membership as a result of a change of control. Compensation granted and owed Presentation of compensation granted and owed in accordance with section 162 AktG The granted compensation disclosed for the Executive Board members in office during the reporting period is the compensation for the fiscal year for which the underlying work (one or more years) has been completed in full in the reporting period. The amount shown is therefore independent of whether the compensation has already been paid during the fiscal year. For the variable compensation (STI and LTI) this means that depending on the plan's vesting schedule, the amount shown is either that which results from the target achievement of performance periods ending in the reporting year or the fair value at the time the entitlement is vested in full. Base remuneration, pension contributions and fringe benefits also relate to the work done in the respective fiscal year, regardless of whether they were paid during the fiscal year. The diagram in Fig. 4 shows the presentation of compensation granted and owed in the 2025 fiscal year. The LTI 2025-2028 was fully vested in the 2025 fiscal year in accordance with the agreement. The presentation therefore shows the fair value, which is obtained by multiplying the number of provisionally awarded virtual shares (performance share units) by the fair value as of December 31, 2025. The LTI 2025-2028 was not paid out, nor was or is there any entitlement to a payment before the end of the performance period at fiscal year-end 2028. A complete loss of all entitlement is also still possible. Similarly, the LTI 2024-2027 was fully vested in 2024 in accordance with the agreement. The fair value as of December 31, 2024, calculated as for the LTI 2025-2028, is therefore shown as the previous year's figure. F IG . 4 P R E S E NT AT I O N O F 2 0 2 5 C O M P E NS AT I O N E L E M E NT S AS C O M P E NS AT I O N G R ANT E D AND O W E D Active Executive Board members The following Table 4.10 shows the individual compensation granted and owed, on a cash flow basis, in accordance with section 162 (1) sentence 2 number 1 AktG for the Executive Board members active in the 2025 fiscal year, along with the corresponding figures for 2024 (where available). 4. 10 C O M P EN S A T I O N G RA N T ED A N D O W ED T O EX EC U T I V E B O A RD M EM B ERS Marc Llistosella Frank Markus Weber Dr. Claudia Mayfeld Chief Executive Officer (CEO) Chief Financial Officer (CFO) Chief Human Resources & Integrity Officer (CHRO) (since January 1, 2023) (since July 1, 2020) (since May 1, 2021) in € thousand 2025 In % 2024 2025 In % 2024 2025 In % 2024 Base remuneration 1,000 18 1,000 900 24 900 900 27 900 Fringe benefits 28 1 28 27 1 27 33 1 33 Pension contribution 300 5 300 300 8 300 300 9 267 One-year variable compensation (STI) STI 2025 1,988 36 - 1,147 31 - 917 28 - STI 2024 - - 2,314 - - 1,335 - - 1,068 Multi-year variable compensation (LTI) 1) LTI 2025-2028 2,164 39 - 1,298 35 - 1,154 35 - LTI 2024-2027 - - 1,961 - - 1,177 - - 1,046 LTI 2023-2026 - - - - - - - - - LTI 2022-2025 2) - - - 34 1 - 31 1 - LTI 2021-2024 2) - - - - - -292 - - -194 Total compensation pursuant to section 162 AktG 5,479 100 5,603 3,706 100 3,447 3,335 100 3,120 Bernd Spies Dr. Nicolas Lange Commercial Vehicle Systems division Rail Vehicle Systems division (since March 12, 2022) (since October 1, 2023) in € thousand 2025 In % 2024 2025 In % 2024 Base remuneration 900 28 900 900 27 833 Fringe benefits 28 1 28 35 1 35 Pension contribution 300 9 300 300 9 300 One-year variable compensation (STI) STI 2025 766 24 - 983 29 - STI 2024 - - 858 - - 1,098 Multi-year variable compensation (LTI) 1) LTI 2025-2028 1,154 36 - 1,154 34 - LTI 2024-2027 - - 1,046 - - 1,046 LTI 2023-2026 - - - - - - LTI 2022-2025 2) 25 1 - - - - LTI 2021-2024 2) - - - - - - Total compensation pursuant to section 162 AktG 3,172 100 3,132 3,372 100 3,312 The LTI 2024-2027 and LTI 2025-2028 were fully vested at the close of the respective award year and are shown at fair value as of the end of the respective award year. Difference between the fair value originally shown in the 2021 and 2022 compensation reports and the actual amount paid for the 2021-2024 and 2022-2025 performance periods. Former Executive Board members The following Table 4.11 shows the compensation individually granted and owed pursuant to section 162 (1) sentence 2 number 1 AktG under commitments to former members of the Executive Board. 4. 11 C O M P EN S A T I O N G RA N T ED A N D O W ED T O F O RM ER EX E C U T I V E B O A RD M EM B ERS Dr. Jürgen Wilder Dr. Jan Mrosik Klaus Deller (until Sept. 30, 2023) (until April 30, 2022) (until April 30, 2019) in € thousand 2025 In % 2025 In % 2025 In % Multi-year variable compensation (LTI) 342 100 214 100 - - Retirement pension - - - - 195 100 Total compensation pursuant to section 162 AktG 342 100 214 100 195 100 Dr. Dieter Wilhelm Executive Board (until June 30, 2016) members who left prior to December 31, 2015 in € thousand 2025 In % 2025 In % Multi-year variable compensation (LTI) - - - - Retirement pension 262 100 295 100 Total compensation pursuant to section 162 AktG 262 100 295 100 Supervisory Board compensation Description of the compensation system The compensation system for members of the Knorr-Bremse AG Supervisory Board (Fig. 5) was revised with effect from fiscal year 2022 and approved at the Annual General Meeting on May 24, 2022 with 97.00% of the validly cast votes. It provides solely for fixed compensation in line with recommendation G.18 GCGC. The Supervisory Board remuneration is intended to help attract suitable candidates for the office of Supervisory Board member. It is intended to ensure that the Supervisory Board as a whole is able to competently fulfill its duties to supervise and advise the Executive Board professionally and competently and thus to promote Knorr-Bremse AG's business strategy and long-term development. The annual remuneration is payable after the end of the general meeting that receives the annual financial statements for the past fiscal year or decides on their approval, in the present case for fiscal 2025 after the Annual General Meeting on April 30, 2026. Supervisory Board members who have not belonged to the Supervisory Board or a committee for a full fiscal year or have not held the role of chair or deputy chair for a full fiscal year receive the corresponding remuneration pro rata temporis, rounding up to a full month. In addition, the Supervisory Board members receive an attendance fee of € 1 thousand each time they attend a meeting of the Supervisory Board, the Executive Committee, the Strategy Committee or the Audit Committee. Attendance at a meeting includes attendance by telephone, video conference or using similar common means of communication. If several meetings are held on the same day the attendance fee is paid once only. In accordance with Article 18 (6) of the company's Articles of Association, the company reimburses the Supervisory Board members for reasonable expenditure incurred as part of fulfillment of their roles. Value-added tax is reimbursed by the company where Supervisory Board members are entitled to invoice the company separately for value-added tax and choose to exercise this right. Supervisory Board members are included in the com-pany's D&O insurance policy without a deductible. There are no pension commitments to members of the Supervisory Board, with the exception of pension commitments associated with employee activities. F IG . 5 S U P E R V I S OR Y B OA R D C OM P E N S A TI ON Compensation granted and owed The following Table 4.12 shows the committee memberships and attendance of the individual Supervisory Board members in fiscal 2025 on which their overall compensation is based. Here too, the compensation shown for the reporting year is that for which the underlying work has been completed in full in the reporting year. The amount shown is therefore independent of whether the compensation has already been paid during the fiscal year. On the basis of the compensation system described above and the individual committee memberships and attendance, the following Table 4.13 shows the compensation granted and owed for fiscal year 2025. This is payable after the 2026 Annual General Meeting. Supervisory Board members did not receive any loans from the company in either fiscal year 2024 or fiscal year 2025. 4. 12 M EM B ERS H I P O F S U P ERV I S O RY B O A RD C O M M I T T EES A N D A T T EN D A N C E A T M EET I N G S Dr. Reinhard Ploss Executive Committee (attendance/all meet-ings) 3) Audit Committee (attendance/all meet-ings) 3) Strategy Committee (attendance/all meet-ings) 3) Nomination Committee (attendance/all meet-ings) 3) (Chairman of the Supervisory Board) Franz-Josef Birkeneder 1) (Deputy Chairman of the Supervisory Board) Stephan Sturm 2) (Deputy Chairman of the Supervisory Board) (since April 30, 2025) Dr. Theodor Weimer 4/4 (C) 7/7 (M) 3/3 (M) 2/2 (C) 4/4 (M) 7/7 (M) 3/3 (M) 2/2 (M) (Deputy Chairman of the Super- visory Board) 1/1 (M) (until April 30, 2025) Kathrin Dahnke 7/7 (C) 2/2 (M) Manuela Deseive 1) Thomas Mittmann 1) Dr. Sigrid Evelyn Nikutta 3/3 (M) Wolfgang Nirschl 1) 6/7 (M) Werner Ratzisberger 1) 4/4 (M) 3/3 (M) Annemarie Sedlmair 1) Dr. Stefan Sommer 2/3 (C) Julia Thiele-Schürhoff 3/3 (M) 2/2 (M) Sylvia Walter 1) M = member; C = chair Elected by the employees. Mr. Sturm has acted as Deputy Chairman of the Supervisory Board since July 31, 2025. Number of meetings held during the term of the respective Supervisory Board or committee member. 4. 13 C O M P E NS AT I O N G R ANT E D AND O W E D 2025 2024 in € thousand Dr. Reinhard Ploss (Chairman of the Supervisory Board) Franz-Josef Birkeneder 2) (Deputy Chairman of the Supervisory Board) Stephan Sturm 3) (Deputy Chairman of the Supervisory Board) (since April 30, 2025) Dr. Theodor Weimer (Deputy Chairman of the Supervisory Board) (until April 30, 2025) Kathrin Dahnke Manuela Deseive 2)4) (from January 1, 2025) Thomas Mittmann 2) (since July 1, 2024) Dr. Sigrid Evelyn Nikutta Wolfgang Nirschl 2) Werner Ratzisberger 2) Annemarie Sedlmair 2), Dr. Stefan Sommer Julia Thiele-Schürhoff Base re-munera-tion In % Committee compensation In % Attend- In % ance fee 1) Total compensation Base re-munera-tion In % Committee compensation In % Attend- In % ance fee 1) Total compensation 300 62 170 35 16 3 486 300 62 170 35 17 3 487 150 54 110 40 16 6 276 150 55 110 40 15 5 275 87 83 13 12 6 6 106 - - - - - - - 50 79 10 16 3 5 63 150 81 30 16 6 3 186 100 43 120 51 15 6 235 100 43 120 51 14 6 234 100 93 - - 8 7 108 - - - - - - - 100 93 - - 8 7 108 50 94 - - 3 6 53 100 66 40 26 11 7 151 100 68 40 27 8 5 148 100 65 40 26 14 9 154 100 78 20 16 9 7 129 100 55 70 39 11 6 181 100 60 55 33 11 7 166 100 93 - - 8 7 108 100 94 - - 6 6 106 100 44 120 52 9 4 229 100 43 120 52 10 4 230 100 66 40 26 11 7 151 100 67 40 27 10 7 150 The annual attendance fee is capped at 9.9% of the total compensation for the Supervisory Board member in the respective year. Elected by the employees. Mr. Sturm has acted as Deputy Chairman of the Supervisory Board since July 31, 2025. In addition, Ms. Sedlmair received Supervisory Board compensation of € 25 thousand each in the 2024 and 2025 fiscal years from a subsidiary of Knorr-Bremse AG. In the 2025 fiscal year, Ms. Deseive received Supervisory Board remuneration of € 15 thousand from a subsidiary of Knorr-Bremse AG. Multi-year overview The following overview Table 4.14 shows, in accordance with section 162 (1) sentence 2 no. 2 AktG, the relative change in the compensation of Executive Board and Supervisory Board members compared with the average compensation of employees and with selected earnings indicators for Knorr-Bremse AG and Knorr-Bremse Group. The compensation shown for Executive Board members and Supervisory Board members represents the compensation granted and owed in accordance with section 162 (1) sentence 2 no. 1 AktG for the fiscal year in which the underlying work (one or more years) was completed in full. By contrast, the average compensation shown for employees represents the amount they received in the reporting year. The key figures for which Knorr-Bremse AG issued guidance in the past fiscal year and the key figures that form the basis of the short and long-term remuneration of the Executive Board, specifically revenues, EBIT, free cash flow, ROCE and earnings per share (EPS) as well as the HGB-format annual financial statements of Knorr-Bremse AG, are used to present the results of operations. The Knorr-Bremse Group's total workforce in Germany (excluding trainees, working students and interns) is applied for the presentation of the average total compensation of employees on a full-time equivalent basis. The total compensation comprises all fixed and variable compensation components that were paid in the reporting period. 4. 14 M U L TI - YE A R CO M P A R I S O N 1 ) 2025 Change Change Change Change 2025/2024 2024/2023 2023/2022 2022/2021 in € thousand In % In % In % In % Executive Board members Marc Llistosella 5,479 -2 8 - - Frank Markus Weber 3,706 8 2 41 -11 Dr. Claudia Mayfeld 3,335 7 1 60 24 Bernd Spies 3,172 1 -1 100 - Dr. Nicolas Lange 3,372 2 328 - - Former Executive Board members Dr. Jürgen Wilder 342 -49 -86 137 -32 Dr. Jan Michael Mrosik 214 - - -100 32 Klaus Deller 195 - - -100 - Dr. Dieter Wilhelm 262 0 0 14 0 Members who left prior to December 31, 2015 295 2 11 -13 1 Supervisory Board members Dr. Reinhard Ploss 486 0 0 50 - Franz-Josef Birkeneder 2) 276 0 -1 -3 52 Stephan Sturm 3) 106 - - - - Dr. Theodor Weimer 3) 63 -66 -2 -3 55 Kathrin Dahnke 235 0 1 -3 70 Manuela Deseive 2)3) 108 - - - - Thomas Mittmann 2) 108 104 - - - Dr. Sigrid Evelyn Nikutta 151 2 9 91 - Wolfgang Nirschl 2) 154 19 139 - - Werner Ratzisberger 2) 181 9 10 -2 54 Annemarie Sedlmair 2) 108 2 0 -3 36 Dr. Stefan Sommer 229 0 0 -1 75 Julia Thiele-Schürhoff 151 1 1 6 75 Earnings indicators Knorr-Bremse Group Revenues (in € million) 7,817 -1 -1 11 7 EBIT (in € million) 903 -1 5 21 -21 Operating EBIT margin (%) 13.0 6 9 2 -18 Free cash flow (in € million) 790 8 32 152 -63 ROCE (%) 19.4 7 -7 16 -32 Earnings per share - undiluted (in €) 3.31 20 -19 13 -21 Knorr-Bremse AG Net income pursuant to HGB (in € million) Workforce remuneration (per employee) Workforce of the Knorr-Bremse Group in Germany 577 69 99 6 -39 298 -58 6 2 2 The compensation shown for Executive Board members and Supervisory Board members represents the compensation granted and owed in accordance with section 162 (1) sentence 2 no. 1 AktG for the fiscal year in which the underlying work was completed in full. By contrast, the average compensation shown for employees represents the amount they received in the reporting year. Elected by the employees. Dr. Theodor Weimer was a member of the Supervisory Board until April 30, 2025. Stephan Sturm has been a member of the Supervisory Board since April 30, 2025 and the Deputy Chairman since July 31, 2025. Manuela Deseive has been a member of the Supervisory Board since January 1, 2025. This compensation report was jointly prepared by the Executive Board and the Supervisory Board. The Executive Board and Supervisory Board each passed resolutions to approve this compensation report on March 19, 2026. Munich, March 19, 2026 M A R C LLI S T O S E LLA D R . C L AU D I A M AY F E L D D R. REI N H A RD P L O S S Chief Executive Officer (CEO) Chief Human Resources & Integrity Officer Chairman of the Supervisory Board of Knorr-Bremse AG of Knorr-Bremse AG of Knorr-Bremse AG Report on the audit of the compensation report We have audited the attached compensation report of Knorr-Bremse Aktiengesellschaft, Munich, for the fiscal year from January 1 to December 31, 2025, including the related disclosures, prepared to meet the requirements of section 162 AktG [Aktiengesetz: German Stock Corporation Act]. Responsibilities of Management and the Supervisory Board The management and the Supervisory Board of Knorr-Bremse Aktiengesellschaft are responsible for the preparation of the compensation report, including the related disclosures, in accordance with the requirements of section 162 AktG. The management and the Supervisory Board are also responsible for such internal control as they have determined necessary to enable the preparation of a compensation report, including the related disclosures, that is free from material misstatement, whether due to fraud or error. Responsibilities of the auditor Our responsibility is to express an opinion on this compensation report, including the related disclosures, based on our audit. We conducted our audit in accordance with the German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the compensation report, including the related disclosures, is free from material misstatement. An audit involves performing procedures to obtain evidence about the amounts, including the related disclosures, in the compensation report. The procedures selected depend on the auditor's professional judgment. This includes an assessment of the risks of material misstatement, whether due to fraud or error, in the compensation report, including the related disclosures. In assessing these risks, the auditor considers the internal control system relevant for the preparation of the compensation report, including the related disclosures. The objective is to plan and perform audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management and the Supervisory Board, as well as evaluating the overall presentation of the compensation report, including the related disclosures. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, on the basis of the knowledge obtained in the audit, the compensation report for the fiscal year from January 1 to December 31, 2025, including the related disclosures, complies in all material respects with the financial reporting requirements of section 162 AktG. Other matter - formal examination of the compensation report The substantive audit of the compensation report described in this independent auditor's report includes the formal examination of the compensation report required by section 162 (3) AktG, including issuing an assurance report on this examination. As we have issued an unqualified opinion on the substantive audit of the compensation report, this opinion includes the conclusion that the disclosures pursuant to section 162 (1) and (2) AktG have been made, in all material respects, in the compensation report. Limitation of liability The terms governing this engagement, which we fulfilled by rendering the aforesaid services to Knorr-Bremse Aktiengesellschaft, are set out in the General Engagement Terms for Wirtschaftsprüferinnen, Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften [German Public Auditors and Public Audit Firms] as amended on January 1, 2024. By taking note of and using the information as contained in this auditor's report, each recipient confirms to have taken note of the terms and conditions laid down therein (including the limitation of liability of € 4 million for negligence under Clause 9 of the General Engagement Terms) and acknowledges their validity in relation to us. Munich, March 19, 2026 KPMG AG Wirtschaftsprüfungsgesellschaft Huber-Straßer Mokler Wirtschaftsprüferin Wirtschaftsprüfer

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