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MLP : Compensation report for the financial year 2025 pursuant to §162 of the German Stock Corporation Act (AktG)
MLP : Compensation report for the financial year 2025 pursuant to §162 of the German Stock Corporation Act
About this update from Mlp Se
Compensation report for the financial year 2025 pursuant to §162 of the German Stock Corporation Act (AktG) Introduction The compensation report sets out the principles and organisation of compensation for the Executive Board and Supervisory Board at MLP SE. It contains the compensation granted and owed to current and former members of the Executive Board and Supervisory Board in the f inancial year 2025. The compensation report was prepared jointly by the Executive Board and Supervisory Board in accordance with § 162 of the German Stock Corporation Act (AktG). It also takes into account the recommendations and suggestions of the German Corporate Governance Code (GCGC) in the version dated April 28, 2022. The compensation report was audited by KPMG AG Wirtschaftsprüfungsgesellschaft in accordance with the requirements of § 162 (3) of the German Stock Corporation Act (AktG). Review of the financial year 2025 Business development In the f inancial year 2025, the MLP Group set new record levels in terms of total and sales revenue. Overall, the MLP Group can ref lect on a solid business performance, despite operating in a volatile environment in terms of both the overall economy and the industry and competitive situation, including regulatory conditions. Total revenue, comprising sales revenue and other revenue, increased to €1,079.6 million (€1,066.7 million) thanks to good operating performance, while sales revenue reached €1,046.9 million (€1,037.5 million). Commission expenses increased slightly to €504.8 million (€474.9 million). Interest expenses fell significantly to €20.8 million (€30.2 million). This drop can essentially be attributed to the lower interest rate level, which was significantly inf luenced by the reduction of the deposit facility rate by the European Central Bank. Real estate development exp enses decreased significantly to €1.0 million (€5.1 million). This was due to reduced construction and sales activities at Group company Deutschland.Immobilien. Interest expenses and real estate development expenses therefore tended to develop in line with the corresponding revenue items. Despite stable commission income, commission expenses rose slightly. Although significantly lower performance-based compensation was incurred compared to the previous year, this was offset by higher additional revenue f rom wealth management. These additional sources of revenue have a less significant impact on earnings than performance-based compensation, which explains the opposing trends in the revenue and expense items. With an increase of 2.4%, administration costs (def ined as the sum of personnel expenses, depreciation/amortisation and impairment, as well as other operating expenses) remained at the same level as the previous year. EBIT (earnings before interest and taxes) declined slightly to €87.9 million (€95.0 milli on). This includes a goodwill impairment within the Deutschland.Immobilien segment of €9.2 million, which we recognised at Group company Deutschland.Immobilien based on the business focussing announced on November 7, 2025 and the subsequent revaluation of the real estate business. Without this one-off effect, the MLP Group's EBIT would have come in at €97.1 million, therefore exceeding the previous year's f igure. Changes in the composition of the Executive Board and the Supervisory Board The Executive Board at MLP SE has comprised four members since December 1, 2025. The members of the Executive Board are Dr. Uwe Schroeder-Wildberg (Chief Executive Officer), Reinhard Loose, Jan Berg and Angelika Zinkgräf. Manfred Bauer, a longstanding member of the Executive Board at MLP SE with responsibility for Products and Services, has decided that he will no longer be seeking to extend his contract after it expires on April 30, 2025, for reasons of age. In the course of appointing a successor to the Executive Board, an additional Executive Board mandate was created and the mandate previously held by Manfred Bauer was changed. Jan Berg, who currently holds the position of Spokesman of the Executive Board at MLP Finanzberatung SE, was appointed to the Executive Board of MLP SE on May 1, 2025 in addition to his current role. He is responsible for the Products mandate at MLP SE. Angelika Zinkgräf, previously Head of Human Resources at MLP SE, took over responsibility for the new Executive Board mandate of Human Resources with effect f rom December 1, 2025. There were no changes to the composition of the Supervisory Board in the 2025 reporting year. Compensation report 2024 The compensation report for the f inancial year 2024 was submitted to the Annual General Meeting 2025 for approval in accordance with the requirements of § 120a of the German Stock Corporation Act (AktG) and approved with an approval rate of 96.18%. The compensation report 2024 is available via the following link: https://mlp-se.com/investors/corporate-governance/compensation-report-and-the-auditors-report/ The Executive Board and Supervisory Board endeavour to constantly review the transparency and clarity of compensation reporting and make any improvements deemed necessary. No adjustments have been made in this regard compared to the compensation report for 2024. Pay system On March 26, 2025, the Supervisory Board approved the compensation system for the Executive Board at MLP SE in accordance with § 87a of the German Stock Corporation Act (AktG). This compensation system was approved by the Annual General Meeting of MLP SE on June 25, 2025 in accordance with § 120a of the German Stock Corporation Act (AktG). It can be called up on the homepage of MLP SE via the following link: https://mlp-se.com/investors/corporate-governance/compensation-system-for-the-executive-board-and-supervisory-board/ The Supervisory Board constantly reviews and ref ines the existing compensation system on the basis of ongoing dialogue with investors and taking into account current market practices. The compensation system initially approved by the Annual General Meeting 2021 was extended to include a sustainability component in December 2022 and then resubmitted to the Annual General Meeting 2023 for approval. The compensation system was revised again in the f inancial year 2025. In particular, the stipulation that Executive Board service contracts had to contain a so-called change of control clause was revoked. The revised compensation system was submitted to the Annual General Meeting 2025 for approval (approval rate: 79.17%). Principles of Executive Board compensation The members of the Executive Board receive a f ixed basic salary, a variable compensation component, occupational pension scheme benefits and standard market perks. The level of the individual components for the f inancial years 2024 and 2025 can be seen in the table under V., 1). Objectives MLP SE is the superordinated undertaking of the MLP Financial Holding Group and is therefore subject to special regulatory requirements. These result in particular f rom the German Banking Act (KWG) and the Ordinance on the Supervisory Requirements for Inst itutions' Pay Systems (InstitutsVergV). The Executive Board compensation satisfies these special requirements. In particular, these include the following stipulations: As a general rule, the variable compensation must no longer exceed 100% of the f ixed compensation. With the approval of the Annual General Meeting, however, this upper limit can be increased to 200%. Approval to this effect was granted by the Annual General Meeting 2014 and again by the Annual General Meeting 2025; Variable compensation should have a multi-year assessment basis; the Executive Board or Supervisory Board should agree a cap for extraordinary developments; Incentives that encourage employees to take disproportionately high risks should be avoided; The compensation systems must not be contrary to the monitoring function of the control units or of the member of the Executive Board responsible for risk management; Consumer rights and interests must be taken into account; in particular, quantitative compensation parameters must not be used exclusively insofar as consumer interests are directly impacted; The compensation system must be gender-neutral, so that any pay discrimination on the grounds of gender for equal or equivalent work is ruled out. Alongside complying with regulatory requirements, MLP SE's Executive Board compensation aims to ensure long-term growth. The variable compensation is designed in such a way that it promotes profitable management and supports holistic thinking on the Execut ive Board. Integration of sustainability goals helps secure overall social responsibility. MLP also considers it important to ensure that the compensation system is simple and easy to understand. No added value is seen in following short-term market trends. Instead, MLP believes that the stable, longstanding compensation model has proven its worth. Basic salary The basic salary is regulated in the respective Executive Board service contract and is paid monthly. Variable compensation The variable compensation is divided into an immediate payment and a deferred payment. Base amount The base amount for the variable compensation is calculated by multiplying the assessment basis by a bonus rate: Base amount = assessment basis x bonus rate If the Executive Board service contract starts or ends in the course of the f inancial year, the base amount is reduced pro rata temporis. Assessment basis The variable compensation assessment is always based on the EBIT of the MLP Group in accordance with the following provisions: The key f igure is therefore Group EBIT that would result without deduction of profit-related payments. Insofar as continuing operations and discontinued operations were to be recognised in the f inancial year, the basis of assessment is formed by the total of the EBIT of operations to be continued and discontinued, respectively. No costs or income directly related to the discontinuation/sale of business segments are included here. The calculation is performed on the basis of the income statement of the MLP Group in accordance with the international accounting standards (IFRS) applied in the MLP Group. Bonus rate The relevant bonus rate is set out in the Executive Board service contract of the respective Executive Board member and can be found in the following table: Member of the Executive Board Contractually agreed bonus rate (percentage) Dr Uwe Schroeder-Wildberg 1.2% Manfred Bauer* 0.8% Jan Berg** 0.5% Reinhard Loose 0.8% Angelika Zinkgräf*** 0.4% * until April 30, 2025 ** from May 1, 2025 *** from December 1, 2025 The difference in the profit-sharing payment rates of Executive Board members Jan Berg and Angelika Zinkgräf, who were newly appointed to the Executive Board at MLP SE in the f inancial year 2025, is due to their different prior experience. Jan Berg has been a member of the Executive Board at MLP Finanzberatung SE since January 1, 2020 and Spokesman of the Executive Board since January 1, 2022, while Angelika Zinkgräf is taking on her f irst ever position on an Executive Board at a company. Immediate payment The immediate payment is 45% of the base amount. The calculated immediate payment is subject to adjustment rights of the Supervisory Board. Taking into account any adjustment rights exercised (see below), the immediate payment will be made after submission of the company's approved f inancial statements. Deferred payment The deferred payment is 55% of the base amount. However, in order to ensure long -term development, the EBIT of the f inancial year for which the variable compensation is paid (base year) is not used to calculate the deferred payment, but rather the average EBIT of the three years following the base year (updated base amount). The deferred payment is calculated on the basis of the updated base amount and is then subject to the Supervisory Board's right of adjustment. Taking into account any adjustment rights exercised (see below), the deferred payment is paid out in the fourth year after the base year. Payment in the fourth year after the end of the f inancial year instead of the recommendation G.10 of the GCGC ("after four years") is considered appropriate in view of MLP's business orientation and has proven itself in the past f rom MLP's perspective. There is therefore no reason to deviate f rom this practice. Calculation example 1) Year 1 (base year) EBIT = €80 million Year 2 EBIT = €86 million Year 3 EBIT = €90 million Year 4 EBIT = €100 million Bonus rate (percentage) 1.0% The immediate payment for the base year is paid in year 2 and is €360 thsd (base amount = €80 million x 1.0%, of which 45% = €360 thsd). The deferred payment for the base year is paid in year 5 and is €506 thsd (updated base amount = €92 million [(86+90+100):3] x 1.0%, of which 55% = €506 thsd). Calculation example 2) Year 1 (base year) EBIT = €80 million Year 2 EBIT = €86 million Year 3 EBIT = €70 million Year 4 EBIT = €60 million Bonus rate (percentage) 1.0% The immediate payment for the base year is paid in year 2 and is €360 thsd (base amount = €80 million x 1.0%, of which 45% = €360 thsd). The deferred payment for the base year is paid in year 5 and is €396 thsd (updated base amount = €72 million [(86+70+60):3] x 1.0%, of which 55% = €396 thsd). Adjustment rights of the Supervisory Board The Executive Board service contract grants the Supervisory Board two adjustment rights with regard to variable compensation. These can be exercised independently of one another. Exceptional circumstances The Supervisory Board may reduce or increase the immediate payment by up to 30% and the deferred payment by up to 10%. This adjustment is made at the reasonable discretion of the Supervisory Board based on the assessment of the individual performance of the Executive Board member or due to extraordinary developments. The right of adjustment serves to take account of exceptional situations.