Ströer : Remuneration System for the Supervisory Board Members (agenda item 11) (HV26 Remuneration system members SB en)

The remuneration of the members of the Supervisory Board of Ströer SE & Co. KGaA is determined by the Annual General Meeting with the approval of the personally liable partner in accordance with § 15 of the company's Articles of Association.

The current remuneration for the members of the Supervisory Board and the remuneration system were last approved by the Annual General Meeting with the consent of the personally liable shareholder on 22 June 2022. The members of the Supervisory Board receive a fixed remuneration for their work, the amount of which depends on the duties undertaken on the Supervisory Board or its committees. No variable remuneration, which depends on the achievement of certain results or targets, is provided for members of the Supervisory Board. The current remuneration of the members of the Supervisory Board is therefore in line with Recommendation G.18, sentence 1 of the German Corporate Governance Code (DCGK) and also complies with Recommendation G.17 of the German Corporate Governance Code.

The following remuneration scheme currently applies to the members of the Supervisory Board:

A Chairman of the Supervisory Board who holds additional roles on the Supervisory Board's committees shall, in those committees, always receive only the remuneration of an ordinary committee member. Furthermore, the Chairman of the Supervisory Board and his deputy do not receive any additional remuneration as ordinary members of the Supervisory Board. The chairs of the Supervisory Board committees do not receive any

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additional remuneration as ordinary members of the respective committee, and the ESG Officer on the Audit Committee also does not receive any additional remuneration as an ordinary member of the Audit Committee. In all other cases, the individual remuneration amounts are added together where several offices or functions are held concurrently.

The remuneration of the members of the Supervisory Board relates to the financial year. Members of the Supervisory Board who have served on the Supervisory Board or a committee, or held the aforementioned offices, for only part of the financial year shall receive remuneration proportionate to the time served.

Furthermore, members of the Supervisory Board are reimbursed for their documented reasonable expenses (in particular travel costs) incurred in connection with their attendance at in-person meetings of the Supervisory Board, as well as any VAT applicable to the Supervisory Board remuneration.

This remuneration plan shall apply with effect from 1 October 2022.

Following a review of remuneration, the personally liable partner and the Supervisory Board have concluded that it should be increased in part to take account of the heightened statutory requirements regarding the work of Supervisory Board members.

Specifically, the remuneration for ordinary membership of the Supervisory Board is to be increased from the current EUR 6,000.00 p.a. to EUR 7,500.00 p.a. In addition, the Chairman of the Supervisory Board is to receive EUR 31,250.00 per annum in future, instead of the previous EUR 25,000.00 per annum; his deputy EUR 18,750.00 p.a. instead of the previous EUR 15,000.00 p.a. Furthermore, the remuneration for an ordinary member of the Audit Committee is to be increased from EUR 10,000.00 p.a. to EUR 12,500.00 p.a. The Chair of the Audit Committee is to receive EUR 18,750.00 in future, instead of the previous EUR 15,000.00. Otherwise, the remuneration for the members of the Supervisory Board and the underlying remuneration system are to remain unchanged.

This adjustment shall apply with effect from 1 October 2026.

The adjustment to Supervisory Board remuneration further takes into account Recommendation G.17 of the German Corporate Governance Code, according to which the greater time commitment of committee members should be appropriately reflected.

The following amendment to the remuneration will therefore be proposed to the Annual General Meeting on 3 June 2026 under agenda item 11:

The remuneration for the members of the Supervisory Board is hereby determined in total as set out below, and the remuneration system for the members of the Supervisory Board - as published on the company's website - is approved:

A Chairman of the Supervisory Board who holds additional roles on the Supervisory Board's committees shall, in those committees, always receive only the remuneration of an ordinary committee member. Furthermore, the Chairman of the Supervisory Board and his deputy do not receive any additional remuneration as ordinary members of the Supervisory Board. The chairs of the Supervisory Board committees do not receive any additional remuneration as ordinary members of the respective committee, and the ESG Officer on the Audit Committee also does not receive any additional remuneration as an ordinary member of the Audit Committee. In all other cases, the individual remuneration amounts are added together where several offices or functions are held concurrently.

The remuneration of the members of the Supervisory Board relates to the financial year. Members of the Supervisory Board who have served on the Supervisory Board or a committee, or held the aforementioned offices, for only part of the financial year shall receive remuneration proportionate to the time served.

Furthermore, members of the Supervisory Board are reimbursed for their documented reasonable expenses (in particular travel costs) incurred in connection with their attendance at in-person meetings of the Supervisory Board, as well as any VAT applicable to the Supervisory Board remuneration.

This remuneration plan shall apply with effect from 1 October 2026.

In accordance with Recommendation G.17 of the German Corporate Governance Code, the level of remuneration for members of the Supervisory Board of Ströer SE & Co. KGaA depends on the duties performed on the Supervisory Board or its committees and therefore provides for a tiered remuneration structure for Supervisory Board members, taking into account the workload involved.

The remuneration for the individual roles on the Supervisory Board generally takes into account the workload incurred by the respective Supervisory Board member. Experience shows that the Chairman of the Supervisory Board and his Deputy, as well as the chairpersons and members of the committees formed, incur a particularly high workload, so that higher remuneration is provided for in this respect. Furthermore, the greater workload of the members of the Audit Committee is also taken into account appropriately in relation to other committee members.

Where a person holds several offices or functions, the individual remunerations are added together. An exception to this applies where the Chairman of the Supervisory Board performs additional functions on the Supervisory Board's committees. In this case, he shall always receive only the remuneration of an ordinary committee member in the committees. Furthermore, the Chairman of the Supervisory Board and his deputy do not receive any additional remuneration as ordinary members of the Supervisory Board. The chairs of the Supervisory Board committees do not receive any additional remuneration as ordinary members of the respective committee, and the ESG Officer on the Audit Committee does not receive any additional remuneration as an ordinary member of the Audit Committee.

Where several offices or functions are held concurrently, the maximum remuneration attainable for an individual, based on the remuneration proposed under agenda item 11 of the Annual General Meeting on 3 June 2026 and the committees established within the Supervisory Board of Ströer SE & Co. KGaA, is therefore EUR 62,500.00.

In addition, the company shall reimburse each member of the Supervisory Board, upon presentation of evidence, for their reasonable expenses (in particular travel costs) incurred in connection with attendance at in-person meetings, as well as any value added tax attributable to the Supervisory Board remuneration.

No additional variable remuneration, which depends on the achievement of certain results or targets, in particular share-based remuneration, is provided for members of the Supervisory Board. This is in line with Recommendation G.18, sent. 1 of the German Corporate Governance Code. This states that the remuneration of the Supervisory Board should consist of a fixed remuneration. Furthermore, no additional attendance fee is payable for participation in Supervisory Board meetings. There are also no commitments regarding severance pay, pension or early retirement schemes, or special provisions in the event of a change of control.

Members of the Supervisory Board who serve on the Supervisory Board or a committee, or who have chaired a committee, for only part of the financial year receive remuneration on a pro rata basis.

In addition, the company has taken out so-called D&O insurance (liability insurance) for members of the governing bodies and certain executives, which, in the case of Supervisory Board members, also covers statutory liability for any breaches of duty arising from their activities on the Supervisory Board. There is no deductible for members of the Supervisory Board.

The Supervisory Board and the personally liable partner consider this remuneration to be appropriate for the work carried out on the Supervisory Board. It is based in particular on the extent of the workload and the liability risk of the members of the Supervisory Board.

The level and structure of the Supervisory Board remuneration are also in line with market conditions - including in comparison with the remuneration of Supervisory Boards at other comparable publicly listed companies in Germany and, in particular, given the structure of the legal form of a limited partnership with share capital (Kommanditgesellschaft auf Aktien).

A distinctive feature of the legal form of the SE & Co. KGaA is that the personally liable partner - in this case Ströer Management SE - has a separate Supervisory Board which directly supervises the Executive Board of that company and, in this respect, possesses more extensive control and supervisory powers and rights. The members of the Supervisory Board of the personally liable partner also receive remuneration from that company based on the time and effort involved, although, with the exception of the employee representatives, the members of both supervisory boards are largely identical. The remuneration of the Supervisory Board of the personally liable partner is disclosed separately in the annual report of Ströer SE & Co. KGaA. Particularly in view of this distinctive feature of the existence of two supervisory boards and their different function-specific tasks, working methods and responsibilities within the legal form of SE & Co. KGaA, the remuneration of the members of the Supervisory Board of Ströer SE & Co. KG is appropriate and also in line with market conditions.

As already explained, the remuneration of the Supervisory Board consists solely of a fixed remuneration. There is therefore no variable remuneration that would be dependent on the achievement of specific results or targets. This is in line with Recommendation G.18, sent. 1 of the German Corporate Governance Code, which advocates purely fixed remuneration. This structure means that the remuneration of the Supervisory Board can only be aligned with the company's business strategy and long-term development to a limited extent (see § 113 para. 3, sent. 3 in conjunction with § 87a para. 1, sent. 1, no. 2 AktG). However, the Supervisory Board is convinced that a purely fixed remuneration best serves its neutral and objective advisory and supervisory function.

The remuneration of the Supervisory Board is determined by the Annual General Meeting upon the recommendation of the Supervisory Board and the personally liable partner. In the future, the Annual General Meeting must, pursuant to § 113 para. 3 sent. 1 and 2 AktG, pass a resolution on the remuneration of the members of the Supervisory Board at least every four years, whereby a resolution confirming the remuneration is permissible. Prior to this resolution by the Annual General Meeting, the remuneration system shall be reviewed in good time.

It is in the nature of things that the members of the Supervisory Board are involved in the design of the remuneration system applicable to them. However, the inherent conflicts of interest are counteracted by the fact that, by law, the decision on the final structure of the remuneration system is assigned to the Annual General Meeting, and a resolution proposal is submitted to the AGM by both the Supervisory Board and the personally liable partner.