Mayr-melnhof Karton AgVIE: MMK

Remuneration Report 2025 (MM Remuneration report 2025)

· Issued by Mayr-melnhof Karton Ag


Fit-For-Future

Remuneration Report Mayr-Melnhof Karton AG

2025

REMUNERATION REPORT OF MAYR-MELNHOF KARTON AG FOR THE FINANCIAL YEAR 2025

Dear Shareholders,

with this report we provide a comprehensive overview of the remuneration granted and owed to the members of the Management Board and Supervisory Board in 2025 and implement the requirements of Section 78 c and Section 98 a of the Austrian Stock Corporation Act (AktG). This remuneration report prepared by the Management Board and the Supervisory Board is to be submitted to the 32nd Annual General Meeting on April 29, 2026 for voting. The report concept is based on shareholders' experiences and reactions with regard to the disclosure of the previous year's remuneration.

As in the previous two years, the financial year 2025 was marked by an exceptionally challenging environment, which was reflected in particular in the MM Board & Paper division. This is also mirrored in this year's key figures. The development of the company reflects the structure of the annual variable remuneration, while the performance of the 3-years-operating profit-margin takes into account sustainable development of the MM Group. Additionally, also the non-financial components as occupational accidents and CO2 reductions were included.

The annual management bonus scheme relates uniformly to the financial performance indicators EBITDA, earnings per share and return on capital employed (ROCE) as well as the above mentioned non-financial performance indicators.

The Management Board and the Supervisory Board of Mayr-Melnhof Karton AG have set themselves the goal of increasing the transparency of remuneration in the remuneration report in order to allow shareholders to comprehensively and fully understand the remuneration granted and owed as well as to align the disclosure with international standards. The result of the vote at the 31st Annual General Meeting and reactions from the shareholders were taken into account through an in-depth discussion of the remuneration components.

The remuneration policy has also been further developed as part of these efforts to enhance transparency. It has been revied in response to shareholders' feedback and in line with international governance standards, and will be put to vote at the 32nd Annual General Meeting on April 29, 2026. It was adopted by a resolution of the Supervisory Board at its meeting on March 16, 2026, following a recommendation from the Presidential Committee. The new remuneration policy will apply from the financial year 2026 onwards.

In May 2024, the Management Board was increased to three members. Roman Billiani is responsible for the MM Food & Premium Packaging division, having previously served as Managing Director for "Food & Specialities Packaging" within the former MM Packaging division. His Management Board mandate runs from May 1, 2024 to April 30, 2027.

Financial year 2025

In 2025 the MM Group demonstrated a solid performance in a challenging market environment characterised by ongoing soft consumer demand and overcapacity in the European industry and succeeded in increasing its adjusted operating profit compared to the previous year1).

In the packaging sector, the Food & Premium Packaging division managed to keep its adjusted operating margin at a solid level, while the Pharma & Healthcare Packaging division recorded an encouraging increase. The Board & Paper division showed an improvement over the previous year, primarily driven by cost savings, even though the profit level remained unsatisfactory.

The rise in adjusted operating profit by 2.8 % to EUR 195.4 million (pro forma excl. TANN +15.0 %) (2024: EUR 190.0 million) was primarily attributable to the MM Board & Paper division. The Group's adjusted operating margin increased to 5.0 % (2024: 4.7 %) and the adjusted return on capital employed amounted to 5.8 % (2024: 5.6%). Adjusted EBITDA totalled EUR 418.2 million (2024: EUR 418.5 million), resulting in an adjusted

EBITDA margin of 10.8 % (2024: 10.3 %).

Financial income decreased to EUR 16.5 million (2024: EUR 27.1 million), mainly due to lower cash and interest rates. The decline in financial expenses from EUR -82.9 million to EUR -53.4 million is largely attributable to lower interest levels for variable-interest financing and further repayments. "Other financial result - net" changed to EUR -38.5 million (2024: EUR -19.9 million), mainly owing to currency translations.

Profit before tax rose to EUR 145.7 million (2024: EUR 114.3 million), this increase primarily reflecting the TANN divestment. Income tax expense was up to EUR 68.7 million (2024: EUR 3.8 million), driven mainly by the reversal of loss carryforwards in the Board & Paper division, after loss carryforwards capitalised in the previous year, including those from former Essentra Packaging, had reduced the expense. This results in an effective Group tax rate of 47.2 % (2024: 3.4 %), with the Group's standard tax rate amounting to approximately 22.0 % (2024: 19.0 %).

Profit for the year therefore reached EUR 77.0 million (2024: EUR 110.5 million), representing a net profit margin of 2.0 % (2024: 2.7 %).

1) The comparison with the reported previous year is only limited meaningful due to the sale of the TANN Group; please therefore refer to the pro forma key indicators excl. TANN.

  1. PRESENTATION OF THE TOTAL REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BOARD

    1. Main Features of the Remuneration Policy

      The valid principles of the remuneration policy of the members of the Management Board and the Supervisory Board of Mayr-Melnhof Karton AG were drawn up based on the proposal of the Presidential Committee, which also assumes the tasks of a Compensation Committee, by resolution of the Supervisory Board at its meeting on March 14, 2022 and presented for resolution at the 28th Annual General Meeting on April 27, 2022. The complete Remuneration Policy is available on the Company's website at https://www.mm.group/investors/corporate-governance/.

      The remuneration policy is intended to ensure that the total remuneration of the Management Board includes appropriate incentives to promote the implementation of corporate strategy as well as the longterm development of the Company. The remuneration of the Management Board is to be commensurate with the Company's situation and in line with market conditions for usual remuneration in comparable companies. In order to attract and retain qualified members of the Management Board, remuneration in industrial companies of comparable and ascending size from the international labour market and beyond the DACH region is taken into account.

      The remuneration of members of the Management Board includes both fixed and variable components. The variable components of remuneration are granted on the condition that several performance criteria are met and provide an incentive for corporate development with sustainable value creation at reasonable risk.

      The remuneration of the Management Board is made up as follows:

      Remuneration components1) Description Fixed remuneration

      Base salary

      Other remuneration

      Pension provision

      Variable remuneration

      Performance-related bonus

      Long-term incentive

      The base salary is intended to be a competitive income that takes into account the scope of responsibility and duties of the individual board members as well as the complexity of the tasks.

      Other remuneration includes accident and D&O insurance as well as the right to a company car. The Chairman of the Management Board is also provided with a driver.

      Depending on the contractual arrangement: pension contributions to an inter-company pension fund or pension replacement benefits

      Annual management bonus, measured by Group key or divisional indicators for EBITDA, profit for the year and return on capital employed (ROCE) as well as by non-financial performance indicators

      Management bonus over an observation period of three years based on a target-operating profit-margin within the framework of the multi-year plan. To be applied for the first time as of the financial year 2021. Payment will be made in the year of the Annual General Meeting that decides on the last year of the three-year plan.

      1) The cappings, the minimum amount and the target values of the management bonus as well as the bonus for the reduction in the non-financial key figures for Peter Oswald and Franz Hiesinger are value-hedged annually by the CPI 2015.

      The total remuneration that is composed of the fixed and variable remuneration components is provided with a maximum limit. Furthermore, the included annual performance related component as well as the long-term incentive component are also limited to a maximum gross amount per annum.

      The total annual remuneration of the Management Board in 2025 and 2024 (incl. long-term incentive) is divided based on the actual target achievement as follows:

      Composition of Management Board remuneration in % of total annual remuneration for 2025

      Long-term incentive1) 10.1 % Fixed remuneration 34.5 %

      Fixed remuneration

      Annual management bonus Long-term incentive



      Annual management bonus 55.4%

      1) The long-term incentive relates to the earned third from the 2023 - 2025 tranche, the earned third from the 2024 - 2026 tranche and the earned third from the 2025 - 2027 tranche.

      Composition of Management Board remuneration in % of total annual remuneration for 2024 Long-term incentive1) 8.7 % Annual management bonus 57.4 %

      Fixed remuneration

      Fixed remuneration

      Annual management bonus Long-term incentive



      33.9 %

      1) The long-term incentive relates to the earned third from the 2022 - 2024 tranche, the earned third from the 2023 - 2025 tranche and the earned third from the 2024 - 2026 tranche.

      The individual components and their basis of calculation are explained in detail below.

    2. Variable remuneration - annual management bonus

      One part of the variable remuneration for the financial year 2025 consists of a performance-related bonus, measured by the following quantitative Group and divisional key indicators:

      1. EBITDA(Earnings before Interest, Income Taxes, Depreciation and Amortisation) is calculated as operating profit plus depreciation, amortisation and impairment of property, plant and equipment and intangible assets. This measure reflects the operating profitability of the Mayr-Melnhof Group.
      2. Earnings per share and profit for the year for the divisional resultsare taken into account as a short-term financial performance indicator for the annual result.
      3. Return on capital employed (ROCE)is calculated as operating profit divided by the sum of average total equity, average current and non-current interest-bearing financial liabilities including lease liabilities according to IFRS 16 as well as factoring liabilities less average cash and cash equivalents . ROCE is a key indicator for assessing capital efficiency and profitability and is intended to ensure economically balanced growth.

        These key indicators are adjusted on the basis of the IFRS consolidated financial statements for non-re-curring income and non-recurring expenses if they exceed EUR 10 million and were not included in the budget (e.g., restructuring, gains/losses from disposals of assets, etc.). In addition, in case of acquisitions and company disposals during a financial year, the financial ratios are adjusted according to the periods in which these acquisitions and company disposals affect the ratios.

        In addition to financial targets, the annual management bonus scheme also takes into account the achievement of non-financial performance indicators:

        • Reduction of occupational accidents for all members of the Management Board

        • Reduction of CO2consumption per ton of cartonboard for all members of the Management Board

      For the change in non-financial targets compared with the previous year, acquisitions in the year of acquisition and the following year are not to be taken into account. In case of disposals of companies, the corresponding figures for the previous year are to be adjusted in a way that these companies are also excluded for the previous year.

      The majority of the variable remuneration is based on financial targets.

      The target values of the performance indicators are determined by the Presidential Committee within the framework of the periodic budgets. Targets are set in each case for a board period or also annually.

      Table 1: Targets for the annual bonus per Management Board member based on achievement of the performance indicators Peter Oswald Franz Hiesinger Roman Billiani 100 % Target 100 % target 100 % target Achievement Capping

      Performance indicator

      (in thousands of EUR)

      achievement

      Capping

      achievement

      Capping

      Group

      Division MMPF

      Group

      Division MMPF

      EBITDA

      1,009

      -

      404

      665

      117

      167

      200

      250

      Earnings per share (Group)

      1,009

      -

      404

      665

      116

      167

      200

      250

      ROCE

      1,010

      -

      404

      666

      116

      166

      200

      250

      Reduction of occupational accidends

      119

      119

      71

      71

      75

      -

      75

      -

      Reduction CO2/t cartonboard

      119

      119

      71

      71

      75

      -

      75

      -

      Total

      3,266

      4,380

      1,354

      2,138

      500

      500

      750

      750

      If the total entitlement to the annual management bonus achieved in the respective financial year is less than thous. EUR 1,000 (2024: thous. EUR 1,393), taking into account the additions or deductions resulting from the deviation between target figures and actual target achievement, the annual management bonus for the Chairman of the Management Board is at least thous. EUR 1,000 (2024: thous. EUR 1,393). There is no such minimum bonus for Franz Hiesinger and Roman Billiani. If the total entitlement exceeds the total maximum amount, the cap applies. With exception of the Chairman of the Management Board, the entitlements resulting from the achievement of the individual target key indicators are also capped by a maximum amount (see Table 1).

      With exception of the Chairman of the Management Board, the annual management bonus in the Group is linked to the condition that the budgeted operating profit threshold for the respective financial year is not undercut by more than 20 %. In addition and cumulatively, Roman Billiani's annual profit share is linked to the condition that the budgeted operating profit threshold for the MM Food & Premium Packaging division is not undercut by more than 20 %. If this threshold is not reached, no annual management bonus is due.

      Calculation of the annual management bonus

      If occupational accidents are reduced compared to the previous year, the amount of the premium related to this indicator is the target bonus. If remaining unchanged or increasing, the target bonus from this nonfinancial target does not apply (taking into account a possible minimum limit for Peter Oswald with regard to the total bonus). The same applies to the reduction of specific CO2emissions per ton cartonboard.

      1.1.2. Variable remuneration - long-term incentive ("LTI")

      The basis for the LTI is the planning of the Operating Profit margin for the next three years based on a three-year plan. For an Operating Profit margin determined at the beginning, the Management Board is entitled to a bonus in a defined amount. Deviations from this average Operating Profit margin lead to additions or deductions from this amount. The first payment of long-term incentive was made in the year of the Annual General Meeting (2024) which decided on the last year (2023) of the three-year plan (2021-2023).

      Process of the long-term incentive scheme:

      Tranche year 1

Target setting

Observation period

Target evaluation

Payment

Tranche year 8

Tranche year 7

Tranche year 6

Tranche year 5

Tranche year 4

Tranche year 3

Tranche year 2

2030

2029

2028

2027

2026

2025

2024

2023

2022

2021

Observation period

2031



Table 2: Long-term incentive p.a. (LTI): Peter Oswald1) Franz Hiesinger1) Roman Billiani1)2)

(in thousands of EUR)

100 % Target achievement

Capping

100 % Target Minimum achievement

Capping

100 % Target Minimum achievemnt

Capping

Minimum

LTI

1,010

1,502

375 428

594

- 300

400

-

1) The cappings and the minimum amount of the long-term incentive are adjusted annually by the CPI 2015.

2) The first-time long-term profit participation for Roman Billiani is due for the 2025 financial year and is calculated on the basis of the parameters for the years 2025 - 2027.

If the total entitlement to the long-term incentive achieved at the end of the observation period is less than thous. EUR 375, taking into account the additions or deductions resulting from the deviation between the target key indicator and the actual target achievement, the long-term incentive for the Chairman of the Management Board is at least thous. EUR 375. There is no such minimum long-term incentive for Franz Hiesinger and Roman Billiani.

    1. Presentation of the total remuneration of the Management Board

      Peter Oswald

      Franz Hiesinger

      Roman Billiani1)

      2025

      2024

      2025

      2024

      2025

      2024

      Table 3: Remuneration granted or owed per Management Board member in the financial years 2025 and 2024:

      (in EUR)

      Fixes remuneration (non-performance

      related)

      1,663,887

      1,544,331

      765,300

      720,178

      669,005

      446,217

      Base salary

      1,376,524

      1,276,894

      623,416

      578,294

      550,000

      366,881

      Other remuneration (company car,

      insurance)

      12,058

      12,058

      11,884

      11,884

      9,004

      6,003

      Contribution to the intercompany pension

      fund

      -

      -

      130,000

      130,000

      110,000

      73,333

      Pension replacement payment

      275,305

      255,379

      -

      -

      -

      Variable remuneration (performance

      related)

      3,365,627

      3,130,543

      1,452,667

      1,345,145

      1,071,947

      800,000

      Annual management bonus2)

      2,821,848

      2,671,493

      1,170,118

      1,111,301

      984,536

      800,000

      Payment from previous year(s)

      3,467,853

      2,375,561

      1,461,223

      411,997

      800,000

      -

      Long-term incentive

      543,779

      459,050

      282,549

      233,844

      87,412

      -

      Other remuneration

      -

      Total

      5,029,514

      4,674,874

      2,217,967

      2,065,323

      1,740,952

      1,246,217

      thereof relative share non-performance

      related

      33.1 %

      33.0 %

      34.5 %

      34.9 %

      38.4 %

      35.8 %

      thereof relative share performance related

      66.9 %

      67.0 %

      65.5 %

      65.1 %

      61.6%

      64.2 %

      1) Roman Billiani received a fixed bonus of thous. EUR 800 for the short year 2024 if the EBIT threshold for the Group and the MM Food & Premium Packaging division is reached, as he was only appointed to the Management Board on May 1, 2024.

      2) incl. minimum bonus

      The remuneration granted relates to remuneration components that are economically attributable to this reporting period based on legal or contractual obligations; their final determination and payment will, however, take place only in (a) later period(s). This concerns the respective annual tranches within the 3-year observation period of the long-term incentive scheme. This does not include allocations to provisions for severance payments and pensions. These can be found in the notes to the consolidated financial statements, section 15.

      The remuneration owed includes the amounts actually received by the member of the Management Board within the reporting period which are attributable to this reporting period as well as the entitlements finally acquired for this period, even if payment is not made until a later period. This concerns, inter alia, the base salary, non-monetary remuneration, pension and insurance contributions as well as the annual management bonus. The non-monetary remuneration (e.g., for company cars) is stated with taxable non-mone-tary remuneration values.

      In the financial year 2025, post-employment benefits totaling EUR 1,260,613 (2024: EUR 1,417,804) were paid to former members of the Management Board.

    2. Determination of the variable remuneration

      Based on the achievement of the financial and non-financial performance indicators and the exceeding of the operating profit threshold as a condition for the annual management bonus, the Remuneration Committee decided on an annual management bonus for the past financial year in the following amount:

      Table 4: Entitlement to annual bonus per Management Board member in 2025 Peter Oswald Franz Hiesinger1) Roman Billiani2)

      Group

      Division MMPF

      Bonus for 100 % target achievement (in EUR)

      3,266,228

      1,354,001

      500,000

      500,000

      + Additions/deductions per deviation from target figure

      EBITDA

      (87,181)

      (34,872)

      (34,872)

      42,079

      Earnings per share or profit for the year by divisional profit

      (214,596)

      (91,970)

      (91,970)

      39,077

      ROCE

      (142,603)

      (57,041)

      (22,816)

      53,038

      Reduction of occupational accidents

      0

      0

      0

      -

      Reduction CO2/t cartonboard

      0

      0

      0

      -

      Total addition/deduction

      (444,380)

      (183,883)

      (149,659)

      134,194

      Annual management bonus (without minimum bonus)

      2,821,848

      1,170,118

      350,341

      634,194

      Capping

      4,379,851

      2,137,895

      750,000

      750,000

      Annual management bonus

      2,821,848

      1,170,118

      350,341

      634,194

      1) Franz Hiesinger has an additional minimum target of 80 % of the budgeted Group's operating profit for the achievement of a variable management bonus. This was achieved in 2025.

      2) Roman Billiani has an additional minimum target of 80 % of the budgeted operating profit for the achievement of a variable management bonus for the Group and the MM Food & Premium Packaging division. Both were achieved in 2025.

      Table 5: Weighting of key figures in relation to annual management bonus in 2025 and 2024 Peter Oswald Franz Hiesinger Roman Billiani1) 2,671,493 1,111,301 800,000

      29.5 %

      30.3 %

      -

      33.3 %

      29.0 %

      33.8 %

      29.9 %

      -

      -

      4.1 %

      4.1 %

      100 %

      6.0 %

      -

      100 %

      -

      -

      - 984,536

      29.6 %

      23.5 %

      31.7 %

      7.6 %

      7.6 %

      100.0 % 1,170,118

      31.5 %

      26.7 %

      29.6 %

      6.1 %

      6.1 %

      100 % 2025 2024 2025 2024 2025 2024

      Annual management bonus

      2,821,848

      32.7 %

      28.2 %

      30.7 %

      4.2 %

      4.2 %

      100 %

      (in EUR)

      Weighting in %

      EBITDA

      Earnings per share or profit for

      the year by divisional result

      ROCE

      Reduction of occupational

      accidents

      Reduction CO2/t cartonboard

      Total

      1) Roman Billiani received a fixed bonus of thous. EUR 800 for the short year 2024 if the operating profit threshold for the Group and the MM Food & Premium Packaging division is reached, as he was only appointed to the Management Board on May 1, 2024.

      Table 6: Target achievement of the key figures in 2025 and 2024 Key figures Target achievement in % 2025 2024

      EBITDA

      Earnings per share

      Profit for the year by divisional results ROCE

      Reduction of occupational accidents

      Reduction CO2/t cartonboard

      93.2 %

      16.8 %

      122.1 %

      81.3 %

      100 %

      100 %

      89.1 %

      87.8 %

      n.a.

      83.6 %

      100 %

      100 %

      For the key indicators for the annual management bonus and the long-term incentive, the results of acquired companies since belonging to the Group and expenses in connection with the acquisitions are not taken into account. Furthermore, the key figures were adjusted for non-recurring income and non-recur-ring expenses exceeding EUR 10 million if not included in the budget.

      For the change in non-financial targets compared to the previous year, acquisitions in the year of acquisition and the following year are not to be taken into account.

      Based on the expected target achievement of the average operating profit margin for the periods 2022 -2024, 2023 - 2025, 2024 - 2026 and 2025 - 2027 the following long-term incentive was granted for the

      tranches 2024, 2025, 2026 and 2027:

      Table 7: Entitlement to the long-term incentive (tranche 2022 - 2024)

      Peter Oswald

      Franz Hiesinger

      Bonus for 100 % target achievement (in EUR)

      936,491

      396,632

      + Additions/deductions per deviation from expected average operating profit margin

      (140,131)

      (46,710)

      LTI total

      796,360

      349,922

      LTI tranche 2024

      269,233

      117,901

      This tranche was paid out after the 31st Annual Shareholders' Meeting on April 30,

      2025.

      Table 8: Entitlement to the long-term incentive (tranche 2023 - 2025)

      Peter Oswald

      Franz Hiesinger

      Bonus for 100 % target achievement (in EUR)

      1,009,561

      427,579

      + Additions/deductions per deviation from expected average operating profit margin

      (630,247)

      (210,082)

      LTI total

      379,314

      217,497

      LTI tranche 2025

      147,151

      87,438

      This tranche will be paid out after the 32nd Annual Shareholders' Meeting on April 29, 2026.

      Table 9: Expected entitlement to the long-term incentive (tranche 2024 - 2026)1)

      Peter Oswald

      Franz Hiesinger

      Bonus for 100 % target achievement (in EUR)

      1,009,561

      427,579

      + Additions/deductions per deviation from expected average operating profit margin

      (591,272)

      (197,091)

      LTI total

      418,289

      230,488

      LTI tranche 2025

      107,313

      68,321

      1) Roman Billiani received a fixed bonus of thous. EUR 800 for the short year 2024 (which also covered the LTI) if the Operating-Profit-threshold for the Group and the MM Food & Premium Packaging division is reached, as he was only appointed to the Management Board on May 1, 2024.

      Table 10: Expected entitlement to the long-term incentive (tranche 2025 - 2027)

      Peter Oswald

      Franz Hiesinger

      Roman Billiani

      Bonus for 100 % target achievement (in EUR)

      1,009,561

      427,579

      300,000

      + Additions/deductions per deviation from expected average operating profit margin

      (141,617)

      (47,206)

      (37,765)

      LTI total

      867,944

      380,373

      262,235

      LTI tranche 2025

      289,315

      126,791

      87,412

      A possible clawback of variable components according to the remuneration policy was not applied in the financial years 2024 and 2025.

    3. Annual change in total remuneration, economic performance of the Company and average remuneration of other employees of the Company

      Table 11: Annual change 2024 vs. 2025 2023 vs. 2024 2022 vs. 2023 2021 vs. 2022 2020 vs. 2021 Value for the

      (EUR)

      Total remuneration of the Management Board members 2025 financial year Relative change Absolute change Relative change Absolute change Relative change Absolute change Relative change Absolute change Relative change Absolute change

      Peter Oswald

      5,029,514

      +7.6 %

      Franz Hiesinger

      2,217,967

      +7.4 %

      Roman Billiani

      1,740,952

      +39.7 %

      Economic performance1) (Company Performance)

      ROCE

      5.8 %

      +3.6 %

      Operating profit margin

      5.7 %

      +22.1 %

      Earnings per share (EUR)

      3.9

      -28.7 %

      EBITDA (in millions of EUR)

      517.0

      +23.5 %

      Average remuneration of other employees

      (full-time equivalents)

      Employees in Austria

      78.3

      +6.2 %

      354,640 +19.7 % 768,963 -31.2 % -1,775 -3.1 % -180 +13.8 % +711

      152,644 +86.5 % 957,786 -59.6 % -1,635 +25.6 % +559 -1.9 % -43

      494,735 n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a.

      +20 bp

      -13.8 %

      -90 bp

      -65.6 %

      -1,070 bp

      +27.3 %

      +350 bp

      -6.6 %

      -90 bp

      +100 bp

      0 %

      0 bp

      -56.5 %

      -620 bp

      +23.9 %

      +210 bp

      +3.3 %

      30 bp

      -1.5

      +24.1 %

      +1.0

      -74.6 %

      -12.8

      +82.5 %

      +7.8

      +17.4 %

      +1.4

      +98.4

      -0.1 %

      -0.5

      -42.6 %

      -310.9

      +73.4 %

      +308.9

      +5.5 %

      +22.1

      +5 +5.0 % +3 +3.2 % +2 +7.3 % +5 +3.3 % +2

      1) Roman Billiani was only appointed to the Management Board on May 1, 2024, therefore limited comparability with the previous year.

      2) The KPIs shown are unadjusted values. For information on adjustments, please refer to table 6.

  1. PRESENTATION OF THE TOTAL REMUNERATION OF THE MEMBERS OF THE SUPERVISORY BOARD

    1. Basic Features of the Remuneration Policy

      The remuneration of the shareholder representatives on the Supervisory Board for the current financial year is decided by the Shareholders' Meeting in the following year and is paid subsequently. The members of the Supervisory Board receive a basic remuneration as well as attendance fees for their work. The basic remuneration is indexed to the CPI.

    2. Presentation of the total remuneration of the Supervisory Board

The members of the Supervisory Board receive an attendance fee of EUR 1,500 per presence at the meetings of the Supervisory Board or of a Committee as well as a reimbursement of their cash expenses. The respective chairman receives an additional EUR 1,500 per meeting. For several meetings personally attended on one day, the attendance fee is paid only once.

The attendance fees were paid on the basis of the following presence at meetings:

Table 12: Overview of attendance at meetings per Supervisory Board member Plenum Presidium1) Audit and Sustainability Committee2) Total

Wolfang Eder

6/6

14/14

4/4

24/24

Johannes Goess-Saurau

5/6

14/14

3/4

22/24

Nikolaus Ankershofen

6/6

14/14

4/4

24/24

Klaus Rabel

6/6

-

4/4

10/10

Alexander Leeb

6/6

-

-

6/6

Georg Mayr-Melnhof

6/6

-

-

6/6

Ferdinand Mayr-Melnhof-Saurau

6/6

-

-

6/6

1) whereby a Committee meeting and a Supervisory Board meeting were held twice on the same day

2) whereby each Audit Committee meeting was held on the same day as a Supervisory Board meeting

The Presidential Committee assumes the tasks of the Personnel and Remuneration Committee, among others.

The total Supervisory Board remuneration for 2025 amounted to EUR 768,720. EUR 70,500 thereof were attributable to attendance fees for Supervisory Board activities and EUR 78,000 for committee activities.

Table 13: Total remuneration per Supervisory Board member

remuneration

Attendance fees

Total amount

in EUR

in EUR

Member of the Supervisory Board

SUM

% fix

% variable

Wolfgang Eder

2025

182,418

5,000

236,418

77.2 %

22.8 %

Chairman

2024

175,740

51,000

226,740

77.5 %

22.5 %

Johannes Goess-Saurau

2025

91,208

25,500

116,708

78.2 %

21.8 %

Deputy Chairman

2024

87,869

25,500

113,369

77.5 %

22.5 %

Nikolaus Ankershofen

2025

91,208

27,000

118,208

77.2 %

22.8 %

Deputy Chairman

2024

87,869

27,000

114,869

76.5 %

23.5 %

Klaus Rabel

2025

72,968

15,000

87,968

82.9 %

17.1 %

Committee

2024

70,296

12,000

82,296

85.4 %

14.6 %

2025

60,806

9,000

69,806

87.1 %

12.9 %

Alexander Leeb

2024

58,580

9,000

67,580

86.7 %

13.3 %

2025

60,806

9,000

69,806

87.1 %

12.9 %

Georg Mayr-Melnhof

2024

58,580

9,000

67,580

86.7 %

13.3 %

2025

60,806

9,000

69,806

87.1 %

12.9 %

Ferdinand Mayr-Melnhof-Saurau

2024

58,580

9,000

67,580

86.7 %

13.3 %

2025

620,220

148,500

768,720

80.7 %

19.3 %

Total

2024

597,514

142,500

740,014

80.7 %

19.3 %

Basic

Chairman Audit and Sustainability

Vienna, March 16, 2026

Peter Oswald Wolfgang Eder

Chairman of the Management Board Chairman of the Supervisory Board

This English version is a translation of the German original text.