Rosenbauer International AgVIE: ROS

Remuneration report, (RB Vergu%CC%88tungsbericht 2025 en sec)

· Issued by Rosenbauer International AG
EVERYTHING FOR THIS MOMENT TRUST. PERFORMANCE. SAFETY. REMUNERATION REPORT 2025

Economic development and result of the financial year

Rosenbauer is one of the world's leading providers of integrated system solutions for preventive firefighting and disaster protection. Overall development for 2025 was very positive for Rosenbauer. Firstly, the order backlog rose to €2,354.6 million (2024: €2,279.8 million), well above the Group's annual revenues. Secondly, sales rose by 9.4% to

€1,429 million and earnings rose to €84.5 million. With the successful capital increase and the completed refinancing deal, Rosenbauer has also strengthened its financial base and created important conditions for the company's future development. Rosenbauer's strongest sales regions are Europe, North America, and the Middle East; the largest individual markets are the USA and Germany.

Despite this generally stable development, short-term disruptions -caused by geopolitical tensions, logistics bottlenecks, or regional delivery shortfalls, for example - remain a relevant risk for material supplies and planning security. At the same time, price pressures for critical components continued. Rosenbauer countered this with various measures including stepping up negotiation initiatives in Europe and the US, expanding specific framework contracts with strategic suppliers, and securing material supplies early. In addition, cooperation with suppliers was further intensified in order to stabilize availability, quality, and conditions. As a result, delivery times for firefighting vehicles have slowly shifted back toward the long-term average.

Remuneration Policy

The remuneration policy summarizes the principles applied for determining the remuneration of current and former members of the Executive Board and the Supervisory Board of Rosenbauer International AG in cooperation with the development of the Rosenbauer Group. The legal basis for this is the legal requirements of the Stock Corporation Act (Section 78c Austrian Stock Corporation Act, AktG).

The remuneration policy for financial years up to 2024 was approved with the agreement of 96% of the shareholder capital represented at the Annual General Meeting, and thereby 56.9% of the total capital, on May 11, 2020. The remuneration policy applicable from 2025 was approved at the Annual General Meeting on May 8, 2025 with the agreement of 99% of the shareholder capital represented, i.e. 74.8% of the total capital.

The variable component of remuneration for the Executive Board and the Supervisory Board is determined based on key figures in the consolidated financial statements of Rosenbauer International AG and key figures derived from the consolidated financial statements. Key figures from the environmental, social, and governance (ESG) framework are also used. The remuneration policy promotes cost awareness and further development of the existing processes and organization, as well as measured risk-taking.

This report explains the derived structure and amount of compensation for Executive Board and Supervisory Board members in accordance with the applicable regulations. The remuneration report for the previous year was presented during the 33rd Annual General Meeting and resolved with a voting result of 99.4%.

In 2025, the average remuneration of employees and managers at Rosenbauer International AG, excluding the Executive Board, amounted to €69 thousand (2024: €66 thousand).

Remuneration of members of the Executive Board

The remuneration policy was developed by the whole Supervisory Board. In addition to the greatest possible clarity and traceability, care was taken to ensure that the remuneration of the Executive Board relative to the next top management level is in line with market practices.

The total compensation of the Executive Board is in reasonable proportion to the duties and services of the individual member of the Executive Board, to the position of the company, and to standard remuneration, and provides clear incentives for sustainable company development.

The remuneration of the Executive Board consists of a fixed component with non-monetary benefits and a variable component.

Fixed remuneration components

The fixed remuneration consists of an attractive, market-oriented, value-assured basic salary, which is stipulated in the contract and takes into

account the professional experience, competence, and organizational responsibility of the Executive Board member. The table lists active members of the Executive Board in the 2025 financial year, and the former members

of the Executive Board who left in the 2025 financial year are described in more detail in the "Former members of the Executive Board" section.

Remuneration fix1

Pensionscheme

Remuneration fix

Remuneration fix1

Pensionscheme

Remuneration fix

in € thousand

2024

2024

2024

2025

2025

2025

Ottel2

0

0

0

601

0

601

Biringer3

0

0

0

263

0

263

Wolf4

481

7

488

0

0

0

Zeller

354

39

393

366

40

406

Richter5

354

0

354

0

0

0

Sum

1,189

46

1,235

1,230

40

1,270

1 Excluding benefits in kind

2 Executive Board member since 22. April 2025; in the course of the interim CFO duties, an additional fixed salary of 150 € thousand was granted and is included in the disclosure

3 Executive Board member since 1. June 2025

4 Executive Board member up to 25. April 2025

5 Executive Board member up to 30. June 2025

The remuneration fixes are protected by the consumer price index. The fixed salaries of the Executive Board are increased on January 1 of each year according to the May value of the previous year. Differences in the increase in Executive Board salaries can result from the different consumer price indices. In addition, a company vehicle is made available to every member of the Executive Board irrespective of performance and can also be used for private purposes.

As is customary in Austria, the fixed components are paid out in fourteen monthly salaries in arrears. Pension insurance contributions are paid directly to the pension fund.

Variable remuneration components

The variable Executive Board remuneration is calculated in accordance with the provisions of the remuneration policy that was approved in the 2025 Annual General Meeting.

The key performance indicators in 2025 were EBT (Earnings Before Tax), the net debt to EBITDA ratio (net debt/EBITDA), trade working capital, free cash flow, and also a combined ESG indicator (proportion of women, occupational safety, and compliance/level of training).

The combined ESG indicator reflects Rosenbauer's efforts to increase the proportion of women in the Group, improve occupational safety, and ensure a high level of internal training in the area of compliance.

The other key performance indicators are intended to ensure the successful implementation of the corporate strategy in terms of growth, cost awareness, efficiency, and improvement of the financing situation. The Supervisory Board sets financial target values for each for at least two financial years and determines the difference between these and the values actually achieved each year. The non-financial target values are derived from Rosenbauer's non-financial report.

For the performance assessment, EBT is weighted to make up 40%, the net debt to EBITDA ratio 20%, trade working capital 20%, free cash flow 10%, and the combined ESG indicator 10%. The Supervisory Board can adjust the variable remuneration in view of its steering effect.

The amount of the individual bonus is calculated based on the standard bonus stipulated by contract, which is either increased or reduced based on the level of achievement of the target values. The maximum variable remuneration is, in any case, limited to twice the standard bonus.

In the previous year, the key performance indicators were EBT (Earnings Before Tax) and ROCE (Return on Capital Employed). The bonus paid out results from a staggering of overfulfillment and underfulfillment with a defined upper and lower limit. The upper limit is twice the standard bonus, and the bonus drops to zero if the target values are missed by 75% or more.

As in the previous year, the amount of the bonus owed is determined based on the audited consolidated financial statements of Rosenbauer International AG. It is paid on a prorated basis in the subsequent financial year along with the routine compensation payments for that year.

Variable remuneration yielded the following result for 2025:

Calculation variable remuneration

in € thousand

KPI

acc. Target Agreement

acc. Financial Statement/ Nonfinancial

Report

Relevance

Achieved in total percentage

Achieved in total in t€

EBT in Mio €

82

54.7

40%

13.1%

Net Debt/EBITDA (Factor)

2.0

1.96

20%

21.0%

Trade Working Capital in Mio €

495

470

20%

28.1%

Free Cashflow in Mio €

-12.0

46.8

10%

20.0%

Proportion of women in %

15.0%

14.0%

3.33%

0.79%

Occupational safety in hours

30.0

26.0

3.33%

4.67%

Compliance training level in %

90.0%

86.5%

3.33%

2.17%

Ottel

89.8%

408

Biringer

89.8%

238

Zeller

89.8%

335

Sum

981

The key performance indicator EBT was below the target value mainly due to the effects of restructuring, delays resulting from the capital increase, impairments due to goodwill amortization, and sales variances. With a net debt to EBITDA ratio of less than two at year-end, the target value was slightly undershot and shows clear positive developments. Trade working capital and free cash flow developed very well overall.

The ESG components varied: the proportion of women was below target, occupational safety was improved in the financial year (26 occupational accidents per 1 million hours worked), and the level of compliance training was just slightly below the target. The target achievement for the 2025 financial year is therefore 89.8%.

The following total remuneration was therefore paid in the 2025 financial year:

Executive Board 2025 in € thousand

Remuneration fix

Remuneration variable

Sum

Ottel

601

60%

408

40%

1,009

Biringer

263

52%

238

48%

501

Zeller

406

55%

335

45%

741

Sum

1,270

56%

981

44%

2,251

2024 in € thousand

Remuneration fix

Remuneration variable

Sum

Wolf

488

65%

261

35%

749

Zeller

393

67%

190

33%

583

Richter

354

65%

190

35%

544

Sum

1,235

66%

641

34%

1,876

In the 2025 financial year, variable remuneration of €0 thousand was actually paid to the Chairman of the Executive Board and €190 thousand was actually paid to other Executive Board members for the 2024 financial year. Please see the "Former members of the Executive Board" section.

Other remuneration elements and agreements

Severance payments and termination payments

The severance arrangements are based on the statutory requirements. In 2025, a reversal of severance pay provision due to the change in the Executive Board amounting to €280 thousand (2024: expense of €10 thousand) was recorded, and as of December 31, 2025, severance pay provisions for members of the Executive Board amounting to €310 thousand (2024: €590 thousand) were accounted for. See the "Former members of the Executive Board" section for further information.

Upon termination of employment, the company does not incur any future expenses from the title of the company's retirement pension and any entitlement of the members of the Executive Board.

The circumstances surrounding the departure of a member of the Executive Board are taken into account in so far as, upon early termination of the Executive Board contract without a gross breach of duty, the employee is entitled to the current compensation from the Executive Board contract for 18 months, but no later than the remaining term.

In the event of a gross breach of duty, the pro rata variable compensation and severance payment claims are lost. The economic situation of the entity is not taken into account when determining the termination payment.

The severance payment is capped at one year's earnings (fixed annual salary plus the average of the variable remuneration of the past three or five years); the Executive Board member receives 25% of annual earnings for the first Executive Board period, 50% for the second Executive Board period, and 100% for the third Executive Board period.

Stock option program

There is no stock option program for members of either the Executive Board or the Supervisory Board.

Insurance

D&O (Directors & Officers) insurance exists, the costs of which are borne by Rosenbauer International AG. There is also insurance against criminal law, motor vehicle legal expenses for company vehicles, insurance against business travel, and collective accident insurance. Business travel insurance and collective accident insurance pay a certain amount in the event of death; a higher amount is stipulated for permanent invalidity.

The term of the insurance policies is generally for one year and will be renewed for another year after their expiration. Notice periods are usually three months before the end of the contract term.

Former members of the Executive Board

Following the dismissal of Dieter Siegel as Chairman of the Executive Board in the 2022 financial year, fixed remuneration amounting to

€494 thousand (2024: €485 thousand) and a variable bonus amounting to €340 thousand (2024: €138 thousand) were paid in the 2025 financial year. As of December 31, 2025, a provision of €1,450 thousand (2024: €2,900 thousand) exists for the remaining term of the Executive Board (until 2026) for fixed remuneration, any variable remuneration, etc.

Daniel Tomaschko resigned from the Executive Board of Rosenbauer International AG with effect from January 9, 2024. In the 2025 financial year, fixed remuneration amounting to €394 thousand (2024: €354 thousand), a variable bonus (for the 2024 and 2025 financial years) amounting to

€317 thousand (2024: €98 thousand), as well as severance payments and pension payments amounting to €318 thousand were paid. There were no further obligations to Daniel Tomaschko as of December 31, 2025. A provision of €1,450 thousand was made for these payments in the previous year.

Sebastian Wolf resigned as a member of the Executive Board of Rosenbauer International AG with effect from April 25, 2025. The Executive Board contract expired on July 31, 2025. In the 2025 financial year, fixed remuneration amounting to €268 thousand as well as a variable bonus (for the 2024 and 2025 financial years) amounting to €554 thousand and severance payments, pension payments, and untaken vacation payments amounting to €385 thousand were paid. There were no further obligations to Sebastian Wolf as of December 31, 2025.

Markus Richter resigned as a member of the Executive Board of Rosenbauer International AG with effect from June 30, 2025. The Executive Board contract expired on September 30, 2025. In the 2025 financial year, fixed remuneration amounting to €274 thousand as well as a variable bonus (for the 2024 and 2025 financial years) amounting to

€367 thousand were paid. There were no further obligations to Markus Richter as of December 31, 2025.

Supervisory Board remuneration

At the 33rd Annual General Meeting in 2025, the following remuneration system for the Supervisory Board was agreed. Supervisory Board remuneration is divided into a fixed amount, premiums for committees, and a variable component.

An Extraordinary General Meeting was scheduled for April 1, 2025. Gernot Hofer, Florian Hutter, and Friedrich Roithner have joined the

Supervisory Board. Jörg Astalosch, Bernhard Matzner, and Martin Paul Zehnder have left the Supervisory Board. Christian Resininger took over as Chairman of the Supervisory Board on April 1, 2025, and Gernot Hofer was elected as his deputy.

The remuneration components were determined on a prorated basis in the financial year for the period of Supervisory Board membership.

Fixed remuneration components

Every member of the Supervisory Board receives a fixed annual remuneration of €28.9 thousand. The fixed remuneration for the Chairman is € 41.5 thousand, and € 35.2 thousand for the Deputy Chairman. Every member of a committee also receives fixed remuneration of

€ 6.3 thousand per committee per year.

Remuneration fix

Base Value

Committe surcharge

Remuneration fix

in € thousand

2024

2025

2025

2025

Reisinger

30

37

5

42

Hofer

0

26

5

31

Hutter

0

22

9

31

Roithner

0

22

9

31

Astalosch

39

8

2

10

Wagner

23

29

1

30

Siegel

22

0

0

0

Matzner

28

6

1

7

Zehnder

28

6

1

7

Sum

170

156

33

189

Variable remuneration components

The variable remuneration of the Supervisory Board was set up in the same way as the variable remuneration of the Executive Board. The standard bonus for calculating the individual bonuses of the Chairman and Deputy Chairman is €50,234 per year, with €37,676 per year for each additional member elected by the Annual General Meeting. The maximum variable remuneration is, in any case, limited to twice the standard bonus. These amounts are linked to the Austrian consumer price index 2020 (VPI 2020). The amounts are adjusted on January 1 of each year according to the May value of the previous year. The remuneration of the Supervisory Board is paid out in June each year.

In the previous year, the variable remuneration was calculated as a percentage of EBT (Earnings Before Tax), whereby if the defined annual targets for the Chairman and Deputy Chairman are achieved in full, an annual variable remuneration of €40 thousand each and €30 thousand for every other elected member has been agreed.

Other remuneration elements and agreements

The Supervisory Board is included in the Rosenbauer D&O (Directors & Officers) insurance.

The variable remunerations resulted in the following result for 2025 (for the target agreement and target achievement, see the table for variable remuneration for the Executive Board):

Calculation variable remuneration in € thousand

KPI

acc. Financial Statement

Relevance

Achieved in percentage

Achieved in t€

After April 1, 2025

Reisinger

89.8%

34

Hofer

89.8%

34

Hutter

89.8%

25

Roithner

89.8%

25

Wagner

89.8%

25

Before April 1, 2025

Astalosch

EBT in € million

54.7

100%

30.7%

3

Wagner

EBT in € million

54.7

100%

30.7%

3

Reisinger

EBT in € million

54.7

100%

30.7%

2

Matzner

EBT in € million

54.7

100%

30.7%

2

Zehnder

EBT in € million

54.7

100%

30.7%

2

Sum

155

The following total remuneration was therefore paid in the 2025 financial year:

Supervisory Board 2025 in € thousand

Remuneration fix

Remuneration variable

Sum

Reisinger

42

54%

36

46%

78

Hofer

31

48%

34

52%

65

Hutter

31

55%

25

45%

56

Roithner

31

55%

25

45%

56

Astalosch

10

77%

3

23%

13

Wagner

30

52%

28

48%

58

Matzner

7

78%

2

22%

9

Zehnder

7

78%

2

22%

9

Sum

189

55%

155

45%

344

2024 in € thousand

Remuneration fix

Remuneration variable

Sum

Astalosch

39

65%

21

35%

60

Wagner

23

61%

15

39%

38

Siegel

22

71%

9

29%

31

Reisinger

30

60%

20

40%

50

Matzner

28

61%

18

39%

46

Zehnder

28

61%

18

39%

46

Sum

170

63%

101

37%

271

Other information and notes

The annual change in total remuneration, the company's economic success, and the average pay of the company's employees is as follows:

Change in %

2025 to 2024

2024 to 2023

2023 to 2022

2022 to 2021

2021 to 2020

Ottel1

n.a.

n.a.

n.a.

n.a.

n.a.

Biringer2

n.a.

n.a.

n.a.

n.a.

n.a.

Zeller

27%

20%

37%

-9%

-19%

Siegel3

n.a.

n.a.

n.a.

-63%

-25%

Wolf4

n.a.

21%

72%

-8%

-19%

Tomaschko5

n.a.

n.a.

36%

-10%

-19%

Richter6

n.a.

44,800%

n.a.

n.a.

n.a.

Company success

EBT

108%

276%

3,020%

2,890%

5,130%

ROCE

n.a.

590%

180%

570%

880%

Net Debt/EBITDA (Factor)

-52%

n.a.

n.a.

n.a.

n.a.

Trade Working Capital in Mio €

11%

n.a.

n.a.

n.a.

n.a.

Free Cashflow in Mio €

-8%

n.a.

n.a.

n.a.

n.a.

Proportion of women in %

n.a.

n.a.

n.a.

n.a.

n.a.

Occupational safety in hours

n.a.

n.a.

n.a.

n.a.

n.a.

Compliance training level in %

n.a.

n.a.

n.a.

n.a.

n.a.

Average remuneration full-time equivalent

Employees of

Rosenbauer International AG

3%

12%

7%

-1%

7%

1 Executive Board member since 22. April 2025; in the course of the interim CFO duties, an additional fixed salary of 150 € thousand was granted and is included in the disclosure

2 Executive Board member since 1. June 2025

3 Executive Board member up to 31. July 2022

4 Executive Board member up to 25. April 2025

5 Executive Board member up to 9. January 2024

6 Executive Board member up to 30. June 2025

Phone: +43 732 6794-568

Email: ir@rosenbauer.com https://www.rosenbauer.com/group

https://www.rosenbauer.com

Owned and published by: Rosenbauer International AG

Paschinger Strasse 90, 4060 Leonding, Austria

Rosenbauer International AG does not guarantee in any way that the forward-looking assumptions and estimates contained in this Annual Report will prove correct, nor does it accept any liability for loss or damages that may result from any use of or reliance on this Report. Gender-sensitive communication is as important to us as the readability of our texts. This is why we use female, male, and gender-neutral terminology. Occasionally, for optimum readability, there may be individual instances of the generic masculine term which is used to refer to all genders. Minimal arithmetical differences may arise from the application of commercial rounding to individual items and percentages in the Rosenbauer Annual Report. The English translation of the Rosenbauer Annual Report is for convenience. Only the German text is binding. Subject to printing and typesetting errors.

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