RATIONAL : Remuneration System 2026 Executive Board

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Remuneration system for Executive Board members at RATIONAL AG Main features of the remuneration system for Executive Board members at RATIONAL AG The remuneration system for members of the Executive Board makes an important contribution to promoting and implementing the strategy and ongoing development of the RATIONAL Group. The Supervisory Board and Executive Board of RATIONAL AG pursue a long-term strategy that is sustainably geared to customer benefit as the basis for growth and profitability. Customer benefit is achieved particularly through the quality, superior technology, and reliability of the company's products and services. The Supervisory Board is convinced that longterm corporate responsibility and sustainability rely only to a limited extent on complex variable remuneration components. The remuneration system is geared towards clarity and transparency. The remuneration system for members of the Executive Board sets incentives that are consistent with and support the corporate strategy: The main component of remuneration is the fixed salary as the basis for the company's long-term success. The short-term (one-year) variable remuneration is based on the financial performance criterion of earnings after taxes as reported in the consolidated financial statements of RATIONAL AG. This encourages the Executive Board to focus its activities on continuous growth with high earnings power. To align the remuneration of Executive Board members towards the company's sustainable, long-term success, total remuneration includes a multi-year variable remuneration component. The multi-year variable remuneration is based on a three-year performance period. The majority of the multi-year variable remuneration depends on the return on capital employed (ROCE) of the RATIONAL Group. A smaller portion of the long-term variable remuneration is linked to non-financial performance criteria, which are generally set for the whole Executive Board but in some cases also as individual targets. The setting of non-financial performance criteria particularly incorporates social, customer- and employee-focussed as well as ecological goals (ESG goals). This supports the company's sustainable strategic development. The two components of long-term variable remuneration take account of shareholders' interests in the profitability of the RATIONAL Group and promote the achievement of central strategic objectives set within the company. The remuneration system for members of the Executive Board is designed to be clear and understandable. It meets the requirements of the German Stock Corporation Act (Aktiengesetz, AktG) as amended by the Act Implementing the Second Shareholders' Rights Directive of 12 December 2019 (Federal Law Gazette Part I 2019, No. 50 of 19 December 2019) and takes account of the recommendations of the German Corporate Governance Code in the version that entered into force on 20 March 2020, unless indicated otherwise in the declaration of conformity. The General Meeting of Shareholders of RATIONAL AG approved the previous remuneration system for Executive Board members with a majority of 77.62% of the votes cast on 14 May 2025. The Supervisory Board has since enhanced the remuneration system and resolved it in its current version on 27 January 2026. The new remuneration system corresponds to the previous remuneration system with one change to the multi-year variable remuneration (long-term incentive - LTI) due to the adjustment to the international accounting standard IFRS 18, which is to be applied by RATIONAL AG from fiscal year 2027 onwards. The financial performance criterion of return on capital employed (ROCE) at Group level, as reported in the annual report for the respective fiscal year, will continue to be decisive for the financial LTI component. To determine the ROCE for LTI purposes, EBT (earnings before taxes) will be used instead of EBIT (earnings before interest and taxes) from 1 January 2027. The reason for changing the calculation of ROCE to be based on EBT is that EBIT is no longer an official earnings metric under IFRS 18, thus avoiding the need for an additional reconciliation statement. The new remuneration system will come into effect on 1 January 2027. The remuneration system in detail Components of remuneration Overview of the remuneration components and their relative share of remuneration The remuneration of Executive Board members comprises fixed and variable components. The fixed components of Executive Board members' remuneration are the fixed annual salary, fringe benefits, and pension contributions. The variable components are the one-year variable remuneration (Short Term Incentive, " STI ") and the multi-year variable remuneration (Long Term Incentive, " LTI "). The remuneration system does not specify any share ownership requirements for the Executive Board members. Remuneration component Assessment basis/parameters Fixed remuneration components Fixed annual salary In 12 equal monthly instalments at the end of each calendar month Fringe benefits Especially: Private use of company car Accident insurance Pension contributions Plan type: Defined contribution plan for annual payments Contribution: 15% of fixed annual salary each year Variable remuneration components STI Plan type: Target bonus Cap: 200% of the target amount Performance criteria: Earnings after taxes as reported in the consolidated financial statements Performance period: Next year Payment date: In the month following adoption of the consolidated financial statements LTI Plan type: Performance cash plan Cap: Financial LTI component: 200% of the target amount Non-financial LTI component: 100% of the target amount Performance criteria: Return on capital employed (75%) Non-financial targets (25%) Performance period: Next three years Payment date: In the month following adoption of the consolidated financial statements for the last fiscal year of the performance period, or no later than the following month Other One-time payment on the occasion of taking office Based on the remuneration system, the Supervisory Board sets a specific target total remuneration for each Executive Board member. This is commensurate with the tasks and performance of the Executive Board member and the company's situation and may not exceed customary remuneration without specific reason. Target total remuneration comprises the sum of all remuneration components relevant for total remuneration. For the STI and LTI, target total remuneration is based on the target amount for 100% target achievement. The share of long-term variable remuneration in the target total remuneration exceeds the share of short-term variable remuneration in the target total remuneration. The relative shares of the fixed and variable remuneration components are shown below in relation to target total remuneration. Fixed remuneration Variable remuneration Fixed annual salary + Fringe benefits + Contribution to the company pension scheme STI LTI Approx. 70% Approx. 10% Approx. 20% For all Executive Board members, the share of fixed remuneration (fixed annual salary, fringe benefits and contributions to the company pension scheme) makes up approximately 70% of target total remuneration, while variable remuneration makes up approximately 30% of target total remuneration. The share of the STI (target amount for 100% target achievement) in target total remuneration is approximately 10%, and the share of the LTI (target amount for 100% target achievement) in target total remuneration is approximately 20%. The above shares may differ slightly for future fiscal years due to changes in the costs of contractually agreed fringe benefits and for any new appointments. Any payments granted on the occasion of a new member taking office may also result in a deviation from the above shares. Fixed remuneration components The members of the Executive Board receive a fixed annual salary in twelve monthly instalments. The Executive Board members are also awarded customary fringe benefits: in particular, each member of the Executive Board is provided with a company car which may also be used privately. RATIONAL AG takes out accident insurance (death and disability) for the Executive Board members. Defined contribution pension plans are in place for the individual members of the Executive Board. RATIONAL AG pays annual contributions to these plans for the Executive Board members. These annual contributions to the external provident fund are capped at 15% of fixed annual salary. In individual cases, on the occasion of a new Executive Board member taking office, the Supervisory Board may award a payment in the first or second year of the new member's appointment. A payment of this kind may, for example, serve to compensate an Executive Board member for the loss of variable remuneration from a former employer incurred as a result of moving to RATIONAL AG. Variable remuneration components The following section describes the variable remuneration components. It explains the link between achievement of the performance criteria and the amount of variable remuneration paid out. It also sets out when and in what form Executive Board members have access to the variable remuneration components. One-year variable remuneration (STI) The STI is a performance-based bonus with a one-year assessment period. The STI depends exclusively on a financial performance criterion: earnings after taxes of the RATIONAL Group, as reported in the audited consolidated financial statements. This performance criterion incorporates all the key success factors for the company. It therefore sets incentives to continuously improve profitability and also recognises the collective performance of the Executive Board. The Supervisory Board sets the target for this financial performance criterion at the beginning of the fiscal year. For each fiscal year, the Supervisory Board sets the level of earnings after taxes that will represent 100% target achievement. The STI target amount in case of 100% target achievement is agreed in the service contracts with the Executive Board members. This target amount for the STI represents approximately 10% of gross annual salary. Following presentation and adoption of the audited consolidated financial statements for the fiscal year, the level of target achievement is determined by comparing the actual figure in the audited consolidated financial statements with the targets for the respective fiscal year. The STI is then calculated. Calculation of the annual STI is as follows: For every full 2 percentage points by which earnings after taxes (as reported in the consolidated financial statements) fall short of the target specified by the Supervisory Board for 100% target achievement, the STI grant rate is reduced by 10 percentage points. If earnings after taxes as reported in the consolidated financial statements are at or below 80% of the target, the grant rate is 0% and no STI is paid. For every full 2 percentage points by which earnings after taxes (as reported in the consolidated financial statements) exceed the target specified by the Supervisory Board for 100% target achievement, the STI grant rate is raised by 10 percentage points, up to a maximum of 120% of the target. If earnings after taxes as reported in the consolidated financial statements are above 120% of the target, the grant rate is not increased any further. The payment amount is calculated by multiplying the grant rate derived from the target achievement by the target amount. The payment amount from the STI is capped at 200% of the target amount. Payment of the annual STI is due in the month following adoption of the consolidated financial statements of RATIONAL AG for the fiscal year to which the STI relates. The financial performance criterion may not be changed retrospectively. The Supervisory Board is entitled, should any extraordinary events or developments occur, e.g. the acquisition or sale of part of the company, to temporarily adjust the terms of the STI plan and the way in which target achievement is determined appropriately at its reasonable discretion. If an appointment begins or ends in the course of a fiscal year, the target amount of the STI is reduced pro rata temporis based on the date on which the member's employment begins or ends. The same applies to periods for which an existing Executive Board member is not entitled to remuneration (e.g. because employment is suspended or the member is unable to work and not entitled to continued remuneration). The payment due date and parameters for calculating the STI are not affected by the Executive Board member beginning or ending their appointment in the course of a fiscal year. Multi-year variable remuneration (LTI) The LTI is structured as a performance cash plan. It consists of two components, one of which is linked to a financial performance criterion ("Financial LTI Component") and the other to non-financial performance criteria ("Non-Financial LTI Component"). Based on a target achievement of 100% for each component ("LTI Full Target Achievement"), the Financial LTI Component is given a 75% weighting and the Non-Financial LTI Component a 25% weighting. The LTI is awarded on a rolling basis in annual tranches. Each tranche of the performance cash plan has a three-year term ("performance period"). Each performance period begins on 1 January of the first fiscal year of the performance period ("Fiscal Year of Award") and ends on 31 December of the third fiscal year of the performance period. After the end of the performance period, the target achievement for the LTI is calculated and the amount of the payment for each member of the Executive Board is determined based on the level of target achievement. Payment is due in the month following adoption of RATIONAL AG's consolidated financial statements for the last fiscal year of the performance period, or no later than the following month. The relevant financial performance criterion for the Financial LTI Component is the return on capital employed (ROCE) at Group level, as reported in the Annual Report for the respective fiscal year. The performance indicator ROCE is defined as EBT / (Average equity + average interest-bearing borrowings + average pension provisions). ROCE is a key performance indicator that measures how efficiently the capital tied up in the company is being used. Linking the LTI to ROCE sets a long-term incentive to generate lasting profitable growth. Version: 27 January 2026

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