Under agenda item 6, the Board of Management and Supervisory Board propose to the Annual General Meeting on 3 June 2026 approving the remuneration report for financial year 2025, which is reproduced below. As part of the invitation, it is available online at https://www.leifheit-group.com/en/investor-relations/general-meeting/ and will be available for inspection during the Annual General Meeting.
The Board of Management and Supervisory Board of Leifheit AG report clearly and transparently on the remuneration granted and owed to the members of the Board of Management and the Supervisory Board in financial year 2025 in accordance with section 162 of the German stock corporation act (AktG). The remuneration report was formally audited by the auditor. The audit opinion can be found at the end of this report. This remuneration report will be presented for approval at the 2026 Annual General Meeting, which is scheduled for 3 June 2026. Detailed information on the Board of Management and Supervisory Board remuneration systems as well as the remuneration report pursuant to the AktG and the auditor's opinion pursuant to section 162 para. 3 sentence 3 AktG will be published on the company's website at https://www.leifheit-group.com/en/investor-relations/corporate-governance/. The remuneration report for financial year 2024, which was approved at the Annual General Meeting in May 2025, can also be found there.
This report contains additional key financial figures that are not specified in the relevant accounting frameworks and are or can be regarded as alternative performance indicators. These additional key financial figures should not be taken in isolation with regard to the assessment of the net assets, financial position and results of operations of Leifheit or regarded as an alternative to the key financial figures presented in the consolidated financial statements in accordance with relevant accounting frameworks. Other companies that present or report alternative performance indicators with a similar name may calculate them differently. Explanations of the key financial figures used can be found in the combined management report in the 2025 annual report. To improve readability, male nouns and pronouns are used in this report to represent all genders.
Minor differences may occur when using rounded amounts and percentages due to commercial rounding. This is the English translation of the remuneration report. In the event of any discrepancies between the English translation and the German version, the German version shall take precedence.
Contents
Remuneration of members of the Board of Management
Application of the remuneration system
Overview of the remuneration system
Deviations from the remuneration system
Remuneration in financial year 2025
Remuneration of members of the Supervisory Board
Application of the remuneration
Overview of the remuneration
Remuneration in financial year 2025
Vertical comparison
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Remuneration of members of the Board of Management
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Application of the remuneration system
The Supervisory Board adopted the remuneration system for the Board of Management members, which was approved by the Annual General Meeting of Leifheit AG on 28 May 2025. It applies to all remuneration decisions to be made by the Supervisory Board from 1 January 2025, in particular for the conclusion, amendment and extension of Board of Management service contracts.
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Overview of the remuneration system
The remuneration system for members of the Board of Management of Leifheit AG is geared as a whole to sustainable corporate development and is closely aligned with the business strategy. It provides clear performance incentives both for the individual members of the Board of Management and for the Board of Management as a whole through substantial yet differentiated variable remuneration, without creating undue risks.
The remuneration system for members of the Board of Management reflects the provisions of the AktG and considers the recommendations of the German corporate governance code (GCGC). It also considers the requirements of institutional investors and proxy advisors.
Members of the Board of Management receive a fixed basic remuneration and a variable component. The variable remuneration is divided between a short-term incentive (STI) and a long-term incentive (LTI). Within variable remuneration, the focus is on the LTI.
The system provides for a maximum remuneration for all members of the Board of Management. The maximum amount is set out in their respective contracts of employment. The maximum total remuneration is limited by means of an end-to-end definition of all remuneration components in the employment contracts and a cap on the two variable components. The STI is limited to a maximum of 150% of the target amount stipulated in the contract of employment. The LTI is limited to a maximum of 200% of the target amount stipulated in the contract of employment.
In detail, the (theoretical) annual maximum remuneration for the members of the Board of Management amounts to:
Chair of the Board of Management m€ 2.0 gross
Other members of the Board of Management m€ 1.5 gross
A one-time exception to the above (theoretical) maximum annual remuneration for the Board of Management members applies with regard to the remuneration to be granted in 2025 and paid out in 2026 due to the shortening of the term of the annual LTI tranches. With the adjusted remuneration system for the Board of Management members in 2022, the term of the annual LTI tranches was shortened from four to three years compared to the previous regulation of the remuneration system. Accordingly, the LTI tranche with a four-year term for 2022 and the LTI tranche with a three-year term for 2023 will be granted in 2025 (provided the other requirements are met). This justifies granting remuneration in 2025 that may exceed the aforementioned maximum values. The maximum remuneration to be granted in 2025 and paid out in 2026 amounts to m€ 2.1 gross for the members of the Board of Management.
The remuneration of the members of the Board of Management is aligned with the business strategy and long-term development of Leifheit AG through a fixed basic remuneration and a substantial variable remuneration; variable remuneration is in turn based on financial and non-financial targets appropriate for Leifheit AG, with an emphasis on longterm key performance indicators.
Using the respective budget approved by the Supervisory Board as a starting point, the STI helps to promote the growth of Leifheit AG and secure its liquidity by defining financial performance targets. The non-financial performance targets set in advance in annual target agreements serve to encourage the individual performance of each Board of Management member and the collective performance of the Board of Management in its entirety as well as stakeholder targets and other relevant targets.
The LTI contributes to promoting the business strategy and, particularly the long-term development of Leifheit AG, by measuring the company's performance against the two performance targets of EPS growth (EPS = earnings per share for the period) and TSR (TSR = total shareholder return), each based on the medium-term plan approved by the Supervisory Board. TSR is calculated as a percentage and corresponds to the arithmetic mean of the closing prices of Leifheit shares in Xetra trading on the Frankfurt Stock Exchange (or a corresponding successor system) in the last 90 trading days of the performance period (closing price) less the arithmetic mean of the closing prices of Leifheit shares in Xetra trading on the Frankfurt Stock Exchange (or a corresponding successor system) in the last 90 trading days before the start of the performance period (opening price) plus all dividends per Leifheit share, granted for the financial years in the performance period, divided by the starting price. The use and interaction of these two internal key figures ensures sustainable corporate management. The rolling grant of the LTI (instead of an en bloc grant) also supports sustainable action by the Board of Management and sets identical incentives within the Board of Management. The promotion of the business strategy and long-term development is also ensured by the obligation of the Board of Management to make a personal investment in Leifheit shares, without which the LTI is cancelled.
The overall remuneration of the Board of Management consists of three components:
fixed annual basic remuneration
short-term variable remuneration (STI)
long-term variable remuneration (LTI)
The fixed annual basic remuneration is based on the area of responsibility and the individual performance of each respective Board member, considering the company's situation. It accounts for 43-55% of the total target remuneration (fixed basic remuneration plus target STI plus target LTI) for the Chair of the Board of Management and the other members of the Board of Management.
The annual STI amounts to 12-20% of the total target remuneration for the Chair of the Board of Management and the other members of the Board of Management (assuming 100% target achievement).
The LTI tranches to be granted annually, each running for three years, amount to 33-40% of the total target remuneration for the Chair of the Board of Management and the other members of the Board of Management (assuming 100% target achievement).
The members of the Board of Management do not receive remuneration for their work on the Board of Management, Administrative or Supervisory Boards at subsidiaries in addition to the remuneration for their activities as members of the Board of Management of Leifheit AG.
There are no share option programmes. There are no defined benefit obligations under IFRS.
Leifheit AG does not provide fringe benefits other than the use of a company car, the reimbursement of travel expenses and the assumption of the employer's health and care insurance contribution. The members of the Board of Management are covered by a group accident insurance policy taken out by Leifheit AG and by a directors and officers liability insurance policy (D&O insurance) concluded at Leifheit AG's expense at the conditions defined therein in each case. Except for fringe benefits, the remuneration components are granted in cash.
The annual STI is based on Group earnings before interest and taxes (EBIT), Group free cash flow (free cash flow) and, via a modifier, non-financial performance targets. Free cash flow shows the total of cash flow from operating activities and cash flow from investment activities, adjusted for incoming and outgoing payments in financial assets and, if applicable, from the acquisition or disinvestment of divisions.
The EBIT target and free cash flow target are defined in advance for the respective financial year by the Supervisory Board at its own discretion, consider particular the budget planning prepared annually by the Board of Management and approved by the Supervisory Board. Except for extraordinary developments, there are no subsequent changes to the target values or other parameters of comparison.
The degree of target achievement regarding the two financial performance targets mentioned above is determined by a target achievement curve defined in advance and set out in the service contract. For both the EBIT target and the free cash flow target, the target achievement range begins with a deviation from the target of less than 20% (a deviation of 20% or more means missing the target) and ends with a cap from a deviation from the target of more than 20%. Intermediate values of a deviation from the EBIT target and the free cash flow target of greater than minus 20% to 0% and of greater than 0% to plus 20% are interpolated linearly in accordance with the target achievement curve set out in the service contract.
The two above-mentioned performance targets are given equal weighting. By applying the performance targets EBIT and free cash flow, the focus is put on operating earnings while ensuring liquidity and the ability of Leifheit AG to pay dividends.
A modifier is used to apply the non-financial performance targets in the STI, particularly the respective individual performance of each member of the Board of Management, the collective performance of the Board of Management and the attainment of stakeholder targets as well as other targets where applicable. The modifier influences the amount of the STI within a range of plus/minus 20% and is capped at the maximum target amount. A target agreement, to be concluded annually in advance, ensures that the use of the modifier is clear and comprehensible. This target agreement sets out the non-financial performance targets, their weighting and the associated measures for promoting the business strategy and long-term development of the company for each individual member of the Board of Management.
The LTI is granted to the members of the Board of Management in annual tranches, each with a term of three years, and is linked to the two criteria of EPS growth and TSR.
The EPS growth target and the TSR target are set in advance for each three-year performance period by the Supervisory Board at its reasonable discretion, giving priority to the respective medium-term plan approved by the Supervisory Board, and communicated to the Board of Management member. The same applies to the determination of the minimum EPS growth and the minimum TSR for target achievement as well as the maximum EPS growth and the maximum TSR for the cap. Except for extraordinary developments, the target values or other comparison parameters are not changed retrospectively.
The degree of target achievement regarding the two performance targets mentioned above is determined according to a predefined and contractually agreed target achievement curve. If the EPS growth achieved in the respective three-year period is less than the minimum EPS growth, the degree of target achievement is 0%. If it is the minimum EPS growth, the degree of target achievement is 50%. If the EPS growth achieved is the maximum EPS growth or more, this corresponds to a target achievement level of 200%. Intermediate values between a target achievement of 50% and 100% and between 100% and 200% are interpolated linearly. If the TSR achieved in the respective three-year period is less than the minimum TSR, the degree of target achievement is 0%. If it is the minimum TSR, the degree of target achievement is 50%. If the TSR achieved is the maximum TSR or more, this corresponds to a degree of target achievement of 200%. Intermediate values between a target achievement of 50% and 100% and between 100% and 200% are interpolated linearly.
The two performance targets mentioned above are weighted equally. For this purpose, the degree of TSR achieved and the degree of EPS growth achieved are added together and then divided by two, resulting in the degree of overall target achievement. The degree of overall target achievement is multiplied by 0.8 if the return on capital employed (ROCE) achieved at the end of the performance period according to the approved financial statements of the Group is lower than the ROCE determined in advance by the Supervisory Board at its reasonable discretion. The degree of overall target achievement is multiplied by 1.0 if the ROCE achieved is at least equal to the ROCE determined in advance by the Supervisory Board at its reasonable discretion.
The use and interaction of the two LTI performance targets mentioned above promotes sustainable corporate management and sustainable action by the individual Board of Management members and the Board of Management as a whole. This promotion is also supported by the fact that each Board of Management member is obliged to make a personal investment in Leifheit shares and hold them for the duration of the LTI tranches, but for no longer than two years after the end of the employment relationship (holding period), to avoid losing the LTI. The amount of the personal investment is based on the amount of the respective fixed basic remuneration.
In the event of extraordinary developments on the part of Leifheit AG (e.g. measures under reorganisation law, share buyback, capital measures, acquisition and/or sale of companies and businesses, leveraging of hidden reserves) that have a significant impact on the ability to achieve the target values of the STI and/or the LTI, the Supervisory Board is entitled to unilaterally adjust the contractual terms and other parameters of the STI and/or the LTI in order to neutralise the effects of the extraordinary developments in an appropriate way. Developments affecting the overall economy or the industry in which Leifheit AG operates are not extraordinary developments in the sense of this definition unless Leifheit AG faces particular hardships in comparison to competitors on account of unusual circumstances specific to the company.
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Deviations from the remuneration system
There were no deviations from the remuneration system in financial year 2025.
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Remuneration in financial year 2025
The remuneration of the members of the Board of Management is made up of three components: fixed annual basic remuneration, short-term variable remuneration (STI) and long-term variable remuneration (LTI). The target remuneration was agreed in the Board of Management contracts for financial year 2025 as follows:
k€
Marco Keul
Igor Iraeta Munduate
Alexander Reindler
Target
Share
Range 1
Maximum
Target
Share
Range 1
Maximum
Target
Share
Range 1
Maximum
Fixed remuneration
330
47%
43-55%
330
399
51%
43-55%
399
425
47%
43-55%
425
STI
120
17%
12-20%
180
122
16%
12-20%
183
180
20%
12-20%
270
LTI
250
36%
33-40%
500
263
34%
33-40%
526
300
33%
33-40%
600
Total remuneration
700
100%
1,500
784
100%
2,100
905
100%
2,000
1 According to the remuneration system.
Leifheit defines granted and owed remuneration pursuant to section 162 para. 1 sentence 1 AktG as follows: The stated remuneration contains all amounts actually received by each member of the Board of Management in the reporting period (granted remuneration) and all legally owed remuneration that has not yet been received (owed remuneration).
It is assumed that the remuneration is disclosed in the remuneration report pursuant to section 162 para. 1 sentence 2 no. 1 AktG for the financial year in which the remunerated service (in one year or over multiple years) has been completed. Short-term variable remuneration is therefore regarded as owed remuneration, as the underlying service has been fully completed by the respective balance sheet date. As a result, short-term variable remuneration payout amounts are stated for the reporting year even though the amounts will actually be paid after the end of the respective reporting period.
Granted/owed
remuneration in 2025 in k€
Non-performance-related fixed remuneration
Performance-related variable remuneration
One-off
remuneration
Share of one-off
remuneration
Total
remuneration
Fixed
remuneration
Fringe benefits
Total
Share of fixed
remuneration
Short-term variable remu-
neration (STI)
Long-term variable remu-
neration (LTI)
Share of variable
remuneration
Marco Keul (2021 - 2027)
330
15
345
51%
48
287
49%
-
-
680
Igor Iraeta Munduate (2018 - 2028)
399
23
422
43%
49
513
57%
-
-
984
Alexander Reindler (2023 - 2029)
425
13
438
86%
73
0
14%
-
-
511
Total
1,154
51
1,205
170
800
-
2,175
The long-term variable compensation for financial year 2022 for the performance period 2022-2025 and the long-term variable compensation for financial year 2023 for the performance period 2023-2025 were earned in financial year 2025. The minimum target thresholds for both tranches were achieved. The corresponding remuneration for these two tranches is included in the table for long-term variable remuneration.
In contrast, the long-term variable compensation for financial year 2025 for the performance period 2025-2027 does not represent granted or owed compensation, as payment is contingent upon the achievement of the specified performance targets at the end of the three-year performance period. In view of the expiry of the performance period for the LTI tranche for the 2025 financial year on 31 December 2027, any remuneration from the LTI 2025-2027 will be reported in accordance with the above provisions in the remuneration report for the 2027 financial year.
As at 31 December 2025, the following members of the Board of Management held Leifheit shares as personal investments:
Number of Leifheit shares
Investments
Marco Keul
16,500 units
k€ 340
Igor Iraeta Munduate
23,000 units
k€ 600
Alexander Reindler
23,200 units
k€ 352
Former members of the Board of Management that served on the Board of Management in the past ten years were not granted or owed any remuneration in financial year 2025. Pensions amounting to k€ 392 were paid in financial year 2025 to former members of the Board of Management, or to their surviving dependants, whose active service period was longer than 10 years ago.
There are no share option programs and no defined benefit pension commitments. The remuneration system for the members of the Board of Management does not provide for any opportunity to claim back remuneration components.
No member of the Board of Management was promised or granted any benefits from third parties. In addition, no benefits were promised for the premature or regular end to his term of service. No benefits of this nature were promised or granted to any other former member of the Board of Management.
The company maintains directors and officers (D&O) liability insurance for the members of its boards and certain employees in the Leifheit Group. The insurance is agreed or extended on an annual basis. The insurance covers personal liability in the event of any claims asserted against an insured party relating to the performance of their duties. The policy for members of the Board of Management for financial year 2025 includes an insurance excess that meets the requirements of the AktG.
The defined maximum STI remuneration for financial year 2025 (150% of the target value as stipulated in the service contract) and for both LTI tranches for financial year 2022 and 2023 (200% of the target value as stipulated in the service contract) as well as for the total remuneration for financial year 2025 were complied with.
The performance criteria for the STI are Group EBIT, Group free cash flow and the modifier. In December 2024, the Supervisory Board defined the performance criteria for the STI and the LTI. The performance criteria for the non-financial targets (modifiers) were agreed also between the Supervisory Board and the Board of Management. They include brand positioning, long-term innovation strategy and sustainability strategy for the product portfolio. The 2025 modifier was set at
1.2 by the Supervisory Board in March 2025. The performance criteria for the LTI for financial year 2025 (performance period 2025-2027) will not be determined until after the end of the three-year performance period at the end of 2027. The Supervisory Board has exercised its right to adjust the parameters of the STI in the event of extraordinary developments in order to neutralise the effect of such developments (hereinafter referred to as "before special effects").
The following table lists the criteria for variable remuneration and the individual weighting of each component.
Description of
criteria for remuneration component
Relative weighting of performance criteria
Information on performance targets
Marco Keul (CFO)
STI
Group EBIT 2025 2
(Target: m€ 17.5)
50%
b)
0.0%
b)
150.0%
b) k€ 0
Group free cash flow 2025 2
(Target: m€ 8.6)
50%
a) m€ 6.9
a) m€ 10.3
a) m€ 8.0
b)
0.0%
b)
150.0%
b) k€ 40
Modifier
Individual performance 2025 Development and definition of a new Leifheit market positioning and approval by the Supervisory Board
33%
a) 0 or 1 individual performance achieved 100%
a) all 3 individual performance achieved 100%
a)
100.0%
b)
0.8
b)
1.2
b)
1.2
Individual performance 2025 Development and definition of a long-term innovation strategy and approval by the
Supervisory Board
33%
a) 0 or 1 individual performance achieved 100%
a) all 3 individual performance achieved 100%
a)
100.0%
b)
0.8
b)
1.2
b)
1.2
Individual performance 2025 Development and definition of a sustainability strategy and approval by the Supervisory Board
33%
a) 0 or 1 individual performance achieved 100%
a) all 3 individual performance achieved 100%
a)
100.0%
b)
0.8
b)
1.2
b)
1.2
LTI
Increase in EPS 2025 compared to 2022 by 192.1%
(LTI 2023-2025 tranche)
50%
a)
96.1%
a)
288.2%
a)
540.3%
b)
50.0%
b)
150.0%
b) k€ 144
Average ROCE 2023-2025
of 2.3% (LTI 2023-2025 tranche)
50%
a)
1.9%
a)
2.8%
a)
7.9%
b)
50.0%
b)
150.0%
b) k€ 144
Igor Iraeta Munduate (COO)
STI
Group EBIT 2025 2
(Target: m€ 17.5)
50%
a) m€ 14.0
a) m€ 21.0
a) m€ 11.6
b)
0.0%
b)
150.0%
b) k€ 0
Group free cash flow 2025 2
(Target: m€ 8.6)
50%
a) m€ 6.9
a) m€ 10.3
a) m€ 8.0
b)
0.0%
b)
150.0%
b) k€ 41
Modifier
Individual performance 2025 Development and definition of a new Leifheit market positioning and approval by the Supervisory Board
33%
a) 0 or 1 individual performance achieved 100%
a) all 3 individual performance achieved 100%
a)
100.0%
b)
0.8
b)
1.2
b)
1.2
Individual performance 2025 Development and definition of a long-term innovation strategy and approval by the Supervisory Board
33%
a) 0 or 1 individual performance achieved 100%
a) all 3 individual performance achieved 100%
a)
100.0%
b)
0.8
b)
1.2
b)
1.2
Individual performance 2025 Development and definition of a sustainability strategy and
approval by the Supervisory Board
33%
a) 0 or 1 individ-
ual performance achieved 100%
a) all 3 individ-
ual performance achieved 100%
a)
100.0%
b)
0.8
b)
1.2
b)
1.2
LTI
Decline in EPS 2025 compared to 2021 by 26.4%
(LTI 2022-2025 tranche)
50%
a)
-73.4%
a)
20.6%
a)
-45.4%
b)
50.0%
b)
150.0%
b) k€ 45
Average ROCE 2022-2025
of 6.6% (LTI 2022-2025 tranche)
50%
a)
2.1%
a)
11.1%
a)
6.4%
b)
50.0%
b)
150.0%
b) k€ 53
LTI
Increase in EPS 2025 compared to 2022 by 192.1%
(LTI 2023-2025 tranche)
50%
a)
96.1%
a)
288.2%
a)
540.3%
b)
50.0%
b)
150.0%
b) k€ 208
Average ROCE 2023-2025
of 2.3% (LTI 2023-2025 tranche)
50%
a)
1.9%
a)
2.8%
a)
7.9%
b)
50.0%
b)
150.0%
b) k€ 208
Measured performance 1 and
actual remuneration result granted
Minimum target performance threshold and
corresponding bonus/remuneration
Maximum target performance and
corresponding bonus/remuner-ation
m€ 14.0
m€ 21.0
m€ 11.6
1 Measured performance before special effects of m€ 1.6 from strategic optimisation project in production.
2 Target value before special effects.
Description of
criteria for remuneration component
Relative weighting of performance criteria
Information on performance targets
Alexander Reindler (CEO)
STI
Group EBIT 2025 2
(Target: m€ 17.5)
50%
b) 0.0%
b) 150.0%
b) k€ 0
Group free cash flow 2025 2
(Target: m€ 8.6)
50%
a) m€ 6.9
a) m€ 10.3
a) m€ 8.0
b) 0.0%
b) 150.0%
b) k€ 61
Modifier
Individual performance 2025 Development and definition of a new Leifheit market positioning and approval by the Supervisory Board
33%
a) 0 or 1 individual performance achieved 100%
a) all 3 individual performance achieved 100%
a) 100.0%
b) 0.8
b) 1.2
b) 1.2
Individual performance 2025 Development and definition of a long-term innovation strategy and approval by the
Supervisory Board
33%
a) 0 or 1 individual performance
achieved 100%
a) all 3 individual performance
achieved 100%
a) 100.0%
b) 0.8
b) 1.2
b) 1.2
Individual performance 2025 Development and definition of a sustainability strategy and approval by the Supervisory Board
33%
a) 0 or 1 individual performance achieved 100%
a) all 3 individual performance achieved 100%
a) 100.0%
b) 0.8
b) 1.2
b) 1.2
Measured performance 1 and
actual remuneration result granted
Minimum target performance threshold and
corresponding bonus/remuneration
Maximum target performance and
corresponding bonus/remuner-ation
m€ 14.0
m€ 21.0
m€ 11.6
1 Measured performance before special effects of m€ 1.6 from strategic optimisation project in production.
2 Target value before special effects.
-
Application of the remuneration system
-
Remuneration of members of the Supervisory Board
-
Application of the remuneration
In accordance with section 113 para. 3 AktG, the Annual General Meeting of a listed company must resolve on the remuneration of members of the Supervisory Board at least once every four years as well as in the case of proposals to amend remuneration regulations.
The remuneration of Supervisory Board members is defined in art. 12 of the articles of incorporation of Leifheit AG. The Annual General Meeting on 28 May 2025 confirmed this and defined a long-term variable remuneration for Supervisory Board members under agenda item 9b. The remuneration of Supervisory Board members applies since 1 January 2025.
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Overview of the remuneration
Overall, the remuneration of members of the Supervisory Board of Leifheit AG is geared towards sustainable corporate development and is aligned with the business strategy. For the members of the Supervisory Board individually and for the Supervisory Board as a whole, it provides an incentive to perform their duties with a view to the long-term, successful development of the company.
The remuneration of members of the Supervisory Board reflects the provisions of the AktG and, with the exception of performance-related remuneration, considers the recommendations of the GCGC.
The members of the Supervisory Board receive fixed remuneration, attendance fees and performance-related variable remuneration. The performance-related variable remuneration is divided into a short-term variable remuneration component (STI) and a possible long-term variable remuneration component (LTI).
Maximum remuneration is provided for all members of the Supervisory Board. Maximum remuneration is set out in art. 12 para. 8 of the articles of incorporation and in the resolution by the Annual General Meeting on 28 May 2025 on agenda item 9 section b) (Granting of a long-term variable remuneration component to Supervisory Board members). The total of fixed remuneration, attendance fees and short-term performance-related remuneration (STI) within the meaning of art. 12 para. 5 of the articles of incorporation is limited per financial year to a maximum of € 80,000.00 for an ordinary member of the Supervisory Board, € 150,000.00 for the Deputy Chair of the Supervisory Board, € 100,000.00 for the Chair of the Audit Committee and € 200,000.00 for the Chair of the Supervisory Board. In addition, Supervisory Board members can receive an LTI remuneration component to be paid out in the financial year 2028 for achieving certain performance targets in the financial years 2025 to 2027, the amount of which is limited to € 232,500.00 for an ordinary Supervisory Board member,
€ 348,750.00 for the Deputy Chair of the Supervisory Board and € 465,000.00 for the Chair of the Supervisory Board.
The remuneration of the members of the Supervisory Board is aligned with the business strategy and long-term development of Leifheit AG through fixed remuneration and attendance fees as well as a short-term and a potential long-term variable remuneration component, which in turn are based on financial targets that are appropriate for Leifheit AG, with an emphasis on long-term key performance indicators.
In addition to reimbursement of their expenses and any value added tax incurred for their Supervisory Board activities, each member of the Supervisory Board receives annual fixed remuneration in the amount of € 35,000.00. The Chair of the Supervisory Board receives € 100,000.00 and their deputy receives € 70,000.00. Inasmuch as they relate to telecommunications, postage or other office costs, expenses are reimbursed with the payment of a lump sum in the amount of € 1,000.00 per year. Each member of a committee, except the Audit Committee, receives an additional fixed remuneration of € 2,500.00; the Chair of a committee, except for the Audit Committee, receives € 5,000.00. Each member of the Audit Committee receives an additional fixed remuneration of € 5,000.00; the Chair of the Audit Committee receives € 10,000.00.
In addition, the Supervisory Board members receive an attendance fee of € 1,500.00 for each meeting (in person, by telephone or video conference of at least one hour in duration) of the Supervisory Board and its committees in which they participate. For several meetings that take place on one day, the attendance fee is paid only once. The Chair of the Supervisory Board and the respective Chair of a Supervisory Board committee receive twice the meeting attendance fee in the first sentence above for participating meetings they chair.
In addition, each member of the Supervisory Board receives for their membership of the Supervisory Board during the previous financial year a performance-related short-term remuneration (STI) of € 500.00 for each cent by which the earnings per share (EPS) for the period calculated in accordance with IFRS accounting principles exceeds the comparable amount of the previous financial year. By basing remuneration on the EPS performance target, the focus is placed on earnings while ensuring the ability of Leifheit AG to pay dividends.
Moreover, one part of the remuneration comprises the member's theoretical per head share of a directors and officers liability insurance policy (D&O insurance) concluded on behalf of Leifheit AG at standard market conditions for the members of the Supervisory Board, the costs of which are borne by Leifheit AG.
If a member is only a member of the Supervisory Board or a Supervisory Board committee for part of a financial year, the fixed and performance-related remuneration shall only be granted pro rata temporis and the maximum remuneration shall also be reduced pro rata temporis.
In addition, the members of the Supervisory Board are granted a long-term variable remuneration component (LTI) for achieving certain performance targets in the financial years 2025 to 2027. The members of the Supervisory Board participating in the LTI program receive a one-off LTI payment that depends on the degree to which certain performance targets are met over this three-year period and on the respective own investment of the Supervisory Board members in Leifheit AG shares. The LTI payment is calculated by multiplying the degree of target achievement of the two financial performance criteria (Total Shareholder Return = TSR and Return On Capital Employed = ROCE) by the number of shares acquired by the Supervisory Board members as a own investment multiplied by a reference price of the Leifheit share. The maximum degree of target achievement is 1.5 and the maximum reference price of the Leifheit share is € 31.00.
By 30 June 2025, a member of the Supervisory Board must have made an own investment in Leifheit shares (own investment shares) in order to participate in the LTI remuneration component. Leifheit shares that a Supervisory Board member already held at the time of the resolution by the Annual General Meeting on 28 May 2025 are also deemed to be own investment shares, even if they were not yet members of the Supervisory Board at the time of acquisition. The Chair of the Supervisory Board may participate with an own investment of up to 10,000 shares and his deputy with up to 7,500 shares. Other Supervisory Board members may participate with an own investment of up to 5,000 shares (cap).
As at 30 June 2025, the following members of the Supervisory Board held Leifheit shares as personal investments:
Number of Leifheit shares
Dr Günter Blaschke
10,000 units
Rüdiger Böhle
4,000 units
Larissa Böhm
0 units
Stefan De Loecker
7,500 units
Alexander Keul
5,000 units
Thomas Standke
280 units
The LTI payment is granted at the end of the performance period, which runs from 1 January 2025 to 31 December 2027, in the form of a one-off cash payment. Both the reason for and the amount of the LTI payment depend on the degree to which financial performance targets are achieved during the performance period. The financial performance targets are TSR on the one hand and ROCE on the other. TSR is calculated as a percentage and corresponds to the arithmetic mean of the closing prices of Leifheit shares in Xetra trading on the Frankfurt Stock Exchange (or a corresponding successor system) in the last 90 trading days of the performance period (closing price) minus the arithmetic mean of the closing prices of Leifheit shares in Xetra trading on the Frankfurt Stock Exchange (or a corresponding successor system) in the last 90 trading days before the start of the performance period (opening price) plus all dividends per Leifheit share, granted for the financial years 2025, 2026 and 2027, divided by the initial share price. ROCE is the ratio of EBIT to capital employed, i.e. the average total amount (as at the quarterly reporting date) of trade receivables, inventories, contract assets and fixed assets less trade payables and other liabilities as reported in the approved and audited consolidated financial statements of Leifheit AG as at 31 December 2027.
The degree of target achievement is determined as follows:
The TSR to be achieved by the end of the performance period is 84.5% (TSR performance target). The minimum TSR is 67.6% and the maximum TSR is 101.4%. If the TSR achieved in the performance period is less than the minimum TSR, the degree of target achievement is 0%. If it is the minimum TSR, the degree of target achievement is 50% and if the TSR is the maximum TSR or more, this corresponds to a degree of target achievement of 150%. Intermediate values between a target achievement of 50% and 150% are interpolated linearly.
The ROCE to be achieved by the end of the performance period is 18.3% (ROCE performance target). The minimum ROCE is 14.6% and the maximum ROCE is 22.0%. If the ROCE achieved in the performance period is less than the minimum ROCE, the degree of target achievement is 0%. If it is the minimum ROCE, the degree of target achievement is 50% and if the ROCE is the maximum ROCE or more, this corresponds to a degree of target achievement of 150%. Intermediate values between a target achievement of 50% and 150% are interpolated linearly.
In the event of extraordinary developments on the part of Leifheit AG (e.g. measures under transformation law, capital measures, acquisition and/or sale of companies and operations, realisation of hidden reserves) that have a significant impact on the achievability of the above target values, the Annual General Meeting is entitled to adjust the target values and other parameters for the LTI calculation in order to neutralise the effects of the extraordinary developments in an appropriate manner. Developments that affect the economy as a whole or the business in which Leifheit AG operates are not extraordinary developments in this sense, provided that there is no particular hardship for Leifheit AG compared to competitors due to special company-specific circumstances.
When calculating the amount of the LTI payment to be granted for a performance period, proceed as follows:
The two financial performance targets are weighted in the ratio of 70% TSR to 30% ROCE when calculating the LTI payment. For this purpose, the level of TSR achieved is multiplied by 0.7 and the level of ROCE achieved is multiplied by 0.3 and both values are added together, resulting in the level of overall target achievement. The maximum degree of target achievement is 1.5.
The degree of total target achievement is then multiplied by the number of own investment shares. If, for example, the degree of total target achievement is 110% and the number of own investment shares is 3,000, the product of the total target achievement and the number of own investment shares is 1.1 x 3,000 = 3,300.
The product of the total target achievement and the number of own investment shares is to be multiplied by the final share price, but by a maximum amount of € 31.00 per own investment share. The amount resulting from this multiplication corresponds to the LTI payment amount.
By linking the LTI remuneration component to TSR and ROCE, the Supervisory Board's responsibility for sustainable corporate development is appropriately expressed. Furthermore, the long-term variable remuneration provides an additional incentive for the Supervisory Board members to orientate the performance of their duties towards the long-term, successful development of the company.
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Remuneration in financial year 2025
Leifheit defines granted and owed remuneration pursuant to section 162 para. 1 sentence 1 AktG as follows: The stated remuneration contains all amounts actually received by each member of the Supervisory Board in the reporting period (granted remuneration) and all legally owed remuneration that has not yet been received (owed remuneration).
The fixed remuneration, the attendance fee and the short-term variable remuneration are regarded as owed remuneration, as the remunerated service has been completed in full by the respective balance sheet date. As a result, the table below lists remuneration for the reporting period even though the amounts will actually be paid out after the end of the respective reporting period.
The performance criterion for the single-year variable remuneration is the change in the net result for the period per share (EPS) compared to the previous financial year.
Granted/owed remuneration in 2025 in k€
Non-performance-related fixed remuneration
Performance-related variable remuneration
Total remuneration
Supervisory Board membership 1
Attendance fee Supervisory Board membership
Committee membership
Attendance fee Committee membership
Fringe benefits 2
Total
Share of fixed remuneration
Short-term variable remuneration (STI)
Longterm variable remuneration (LTI)
Share of variable remuneration
Dr Günter Blaschke (2019 - 2026)
101
27
20
3
6
157
100%
-
-
0%
157
Rüdiger Böhle (2024 - 2029)
36
8
13
15
-
71
100%
-
-
0%
71
Larissa Böhm (2024 - 2026)
36
14
10
2
2
63
100%
-
-
0%
63
Stefan De Loecker (2023 - 2029)
71
11
15
6
1
104
100%
-
-
0%
104
Alexander Keul (2024 - 2029)
36
14
-
-
-
50
100%
-
-
0%
50
Thomas Standke (2004 - 2029)
36
14
3
-
-
52
100%
-
-
0%
52
Total
316
86
60
26
9
496
-
-
496
1 Including expense allowance.
2 Travel costs.
The long-term variable remuneration for the performance period 2025-2027 was not yet presented as remuneration granted or owed in financial year 2025, as payment depends on the achievement of the specified performance targets at the end of the three-year performance period.
There are no share option programmes.
The option of claiming back variable remuneration components was not utilised in the financial year as the requirements for this measure were not met.
No remuneration was granted or owed to former members of the Supervisory Board in financial year 2025.
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Application of the remuneration
- Vertical comparison
The vertical comparison pursuant to section 162 para. 1 sentence 2 no. 2 AktG encompasses the development of earnings at Leifheit, the year-on-year change in the remuneration of the members of the Board of Management and of the Supervisory Board and the year-on-year change in the average remuneration of employees on a full-time-equivalent basis. Earnings development is presented using the performance indicators Group EBIT, Group free cash flow and Group earnings per share (EPS) for the Leifheit Group - each reported according to IFRS - as well as on the basis of the net income and operating result of Leifheit AG reported according to the German commercial code (HGB).
Total remuneration, change 1 | 2021 vs 2020 | 2022 vs 2021 | 2023 vs 2022 | 2024 vs 2023 | 2025 vs 2024 | |||||
Board of Management remuneration | ||||||||||
Alexander Reindler (CEO) since Dec 2023 | - | - | k€ 78 | n/a | k€ 727 | 832% | k€ 511 | -30% | ||
Marco Keul (CFO) since May 2021 | k€ 247 | n/a | k€ 478 | 94% | k€ 515 | 8% | k€ 526 | 2% | k€ 680 | 29% |
Igor Iraeta Munduate (COO) since Nov 2018 | k€ 443 | 2% | k€ 537 | 21% | k€ 596 | 11% | k€ 600 | 1% | k€ 984 | 64% |
Stefan De Loecker (CEO) Aug 2023 - Nov 2023 | - | - | k€ 198 | n/a | - | - | ||||
Henner Rinsche (CEO) Jun 2019 - Jul 2023 | k€ 822 | 26% | k€ 793 | -4% | k€ 2,583 | 226% | - | - | ||
Supervisory Board remuneration | ||||||||||
Dr Günter Blaschke (Chair) since Apr 2019 | k€ 172 | -8% | k€ 198 | 15% | k€ 168 | -15% | k€ 188 | 12% | k€ 157 | -16% |
Rüdiger Böhle (Member) since May 2024 | - | - | - | k€ 63 | n/a | k€ 71 | 13% | |||
Larissa Böhm (Member) since May 2024 | - | - | - | k€ 58 | n/a | k€ 63 | 7% | |||
Alexander Keul (Member) since May 2024 | - | - | - | k€ 50 | n/a | k€ 50 | -1% | |||
Stefan De Loecker (Deputy Chair) since Jun 2023 2 | - | - | k€ 28 | n/a | k€ 130 | 369% | k€ 104 | -20% | ||
Thomas Standke (Member) since May 2004 | k€ 64 | -21% | k€ 67 | 5% | k€ 68 | 1% | k€ 80 | 18% | k€ 52 | -35% |
Joachim Barnert t (Member) May 2019 - Feb 2023 | k€ 64 | -20% | k€ 57 | -11% | k€ 8 | -86% | - | - | ||
Georg Hesse (Member) May 2018 - May 2024 | k€ 76 | -5% | k€ 63 | -17% | k€ 73 | 16% | k€ 33 | -55% | - | |
Marcus Kreß (Member) Mar 2023 - May 2024 | - | - | k€ 48 | n/a | k€ 30 | -37% | - | |||
Karsten Schmidt (Deputy Chair) May 2019 - Jun 2023, previously Jan 2007 - Jan 2018 | k€ 113 | -15% | k€ 104 | -8% | k€ 45 | -56% | - | - | ||
Dr Claus-O. Zacharias (Member) May 2019 - May 2024 | k€ 84 | -17% | k€ 77 | -8% | k€ 79 | 3% | k€ 43 | -46% | - | |
Company performance 3 | ||||||||||
Group EBIT | k€ 20,071 | 7% | k€ 2,774 | -86% | k€ 6,015 | 117% | k€ 12,061 | 101% | k€ 10,022 | -17% |
Group free cash flow | k€ 9,559 | 272% | k€ 8,771 | -8% | k€ 12,072 | 38% | k€ 14,231 | 18% | k€ 6,414 | -55% |
Group earnings per share (EPS) | € 1.49 | 13% | € 0.13 | -91% | € 0.34 | 162% | € 0.85 | 150% | € 0.68 | -20% |
Net profit for the year Leifheit AG | k€ 4,349 | -43% | k€ -2,216 | -151% | k€ -1,713 | 23% | k€ 8,990 | 625% | k€ 13,645 | 52% |
Operating result Leifheit AG | k€ 15,181 | 9% | k€ -6,967 | -146% | k€ -2,515 | 64% | k€ 4,674 | 286% | k€ 4,193 | -10% |
Average employee remuneration | ||||||||||
Company employees -Leifheit AG employees 4 | k€ 61 | -3% | k€ 64 | 6% | k€ 68 | 6% | k€ 69 | 2% | k€ 63 | -8% |
1 Percentage changes in the first and last year of contract are only comparable to a limited extent, as the figures do not cover a full calendar year.
2 Mandate suspended 1 Aug 2023 - 30 Nov 2023.
3 Group key performance indicators according to IFRS accounting standards, Leifheit AG KPIs according to the German commercial code (HGB).
4 Based on the reference figure of all employees according to German commercial law requirements on a full-time-equivalent basis.
Independent auditor's assurance report on examination of the remuneration report pursuant to section 162 (3) AktGTo Leifheit Aktiengesellschaft, Nassau/Lahn
OpinionWe have formally examined the remuneration report of Leifheit Aktiengesellschaft, Nassau/Lahn, for the financial year from 1 January to 31 December 2025 to determine whether the disclosures pursuant to Section 162 (1) and (2) AktG have been made in the remuneration report. In accordance with Section 162 (3) AktG, we have not examined the content of the remuneration report.
In our opinion, the accompanying remuneration report complies, in all material respects, with the disclosure requirements pursuant to Section 162 (1) and (2) AktG. Our opinion does not cover the content of the remuneration report.
Basis for OpinionWe conducted our examination of the remuneration report in compliance with Section 162 (3) AktG taking into account the IDW Assurance Standard: Examination of the Remuneration Report pursuant to Section 162 (3) AktG (IDW AsS 870 (09.2023)). Our responsibilities under this regulation and this standard are further described in the "Our Responsibilities" section of our assurance report. Our audit firm has applied the IDW Standard on Quality Management 1: Requirements for Quality Management in Audit Firms ((IDW QMS 1) (09.2022)). We have complied with our professional duties pursuant to the German Public Accountants Act [WPO] and the Professional Charter for Auditors/Chartered Accountants [BS WP/vBP], including the independence requirements.
Responsibilities of the Board of Management and the Supervisory BoardThe Board of Management and the Supervisory Board are responsible for the preparation of the remuneration report, including the related disclosures, in accordance with the requirements of Section 162 AktG. In addition, they are responsible for such internal control as they have determined necessary to enable the preparation of the remuneration report, including the related disclosures, that is free from material misstatement, whether due to fraud (i.e. fraudulent financial reporting and misappropriation of assets) or error.
Auditor's responsibilitiesOur objectives are to obtain reasonable assurance about whether the remuneration report complies, in all material respects, with the disclosure requirements pursuant to Section 162 (1) and (2) AktG, and to issue an assurance report that includes our opinion.
We planned and performed our examination to obtain evidence about the formal completeness of the remuneration report by comparing the disclosures made in the remuneration report with the disclosures required by Section 162 (1) and (2) AktG. In accordance with Section 162 (3) AktG, we have not examined whether the disclosures are correct or individual disclosures are complete or whether the remuneration report is fairly presented.
Frankfurt/Main, 26 March 2026 KPMG AG
Wirtschaftsprüfungsgesellschaft
Original German version signed by: Forstreuter Dolibasic
Wirtschaftsprüfer Wirtschaftsprüferin (German Public Auditor) (German Public Auditor)
EN 03 Item06 Remuneration report FY2025 English translation, the German version is the only legally binding version. page