Tessenderlo Group N.v.EURONEXT: TESB

Remuneration Policy (in English) Friday, April 10, 2026

· Issued by Tessenderlo Group N.v.
Global Tessenderlo Group Remuneration report 2025
  • In line with the proposed remuneration policy 2025 as approved by the Annual General Meeting of Shareholders of May 13, 2025.

  • Approved by the Nomination and Remuneration Committee on March 23, 2026.

  • Approved by the Board of Directors of March 25, 2026.

  • The Remuneration Report 2025 will be submitted for approval to the Annual General Meeting of Shareholders on May 12, 2026.

Last update: March 27, 202C.



REMUNERATION REPORT

The remuneration report provides an overview of how the remuneration philosophy and the policy of Tessenderlo Group for executive and non-executive Directors are reflected and how the remuneration for directors is determined taking into account the individual and business related performance. The Nomination and Remuneration Committee supervises the remuneration policy and the corresponding remuneration for executive and non-executive directors.

BOARD MEMBERS

By decision of the General Shareholders' Meeting of May 13, 2025, each Director receives a fixed annual fee of 45,000 EUR. This remuneration covers the activities as member of the Board of Directors, the Audit Committee and the Nomination and Remuneration Committee. Moreover, the following additional fees will be granted:

  • an attendance fee of 2,000 EUR per meeting day

  • an additional annual fee of 45,000 EUR for the Chairperson of the Board of Directors

  • an additional annual fee of 5,000 EUR for the Chairperson of the Audit Committee

    These rules apply to fees which are granted as from January 1, 2025, unless otherwise specified. Remuneration is paid during the year in which the meetings were held. The attendance fee of 2,000 EUR is also attributed to the directors who attend the meeting as invitee, unless otherwise specified.

    Remuneration received

    Member

    2025

    Earned fees (in EUR)

    Fixed annual fee

    45,000

    Mr. Wouter De Geest

    (Independent Non-Executive Director)

    Additional fixed annual fee for Chairperson Board

    45,000

    (President of the Board of Directors)

    Attendance fee per half day attended

    9,000

    Total remuneration

    GG,000

    Fixed annual fee

    45,000

    Mr. Luc Tack (Executive Director)

    Attendance fee per half day attended

    8,000

    Total remuneration

    53,000

    West Linde bv represented by its permanent

    Fixed annual fee

    45,000

    representative Ms. Laurie Tack

    (Non-Executive Director)

    Additional fixed fee for Chairperson of AC

    Attendance fee per half day attended

    1,849

    10,000

    (President of the Audit Committee)

    Total remuneration

    56,84G

    Ann Vereecke bv represented by its permanent representative Ms. Ann Vereecke (Independent Non-Executive Director)

    Fixed annual fee

    Attendance fee per half day attended

    Total remuneration

    45,000

    11,000

    56,000

    Pasma nv represented by its permanent representative Mr. Patrick Steverlynck (Independent Non-Executive Director)

    Fixed annual fee

    Attendance fee per half day attended

    Total remuneration

    45,000

    10,000

    55,000

    Ms. Roseline Braet

    Fixed annual fee

    21,692

    (Non-Executive Director)

    Attendance fee per half day attended

    5,000

    (from May 13, 2025 until November 5, 2025)

    Total remuneration

    26,6G2

    Rocco bv represented by its permanent representative Ms. Roseline Braet

    (Non-Executive Director)

    Fixed annual fee

    Attendance fee per half day attended

    6,726

    2,000

    (from November 6, 2025)

    Total remuneration

    8,726

    Mr. Sebastià Pons

    Fixed annual fee

    28,418

    (Independent Non-Executive Director)

    Attendance fee per half day attended

    5,000

    (from May 13, 2025)

    Total remuneration

    33,418

    ANBA bv, represented by its

    Fixed annual fee

    16,397

    permanent representative Ms.

    Anne-Marie Baeyaert

    Additional fixed fee for Chairperson of AC

    1,822

    (Independent Non-Executive Director)

    Attendance fee per half day attended

    4,000

    (until May 13, 2025)

    Total remuneration

    22,21G

    Management Deprez bv, represented by its permanent representative Ms. Veerle Deprez (Independent Non-Executive Director)

    Fixed annual fee

    Attendance fee per half day attended

    16,397

    4,000

    (until May 13, 2025)

    Total remuneration

    20,3G7

    Mr. Karel Vinck

    Fixed annual fee

    29,404

    (Non-Executive Director)

    Attendance fee per half day attended

    2,000

    (until August 25, 2025)

    Total remuneration

    31,404

    General total

    462,705

    3

    The Group does not grant any remuneration in the form of shares to the non-executive directors for 2025, as it is of the opinion that a payment in shares does not have a positive impact on decisions of these directors that support the long term vision of the Group, given the presence of a reference shareholder who aims to create sustainable value within the Group.

    EXECUTIVE COMMITTEE (ExCom)

    The ExCom remuneration package consists of the following items:

  • Fixed compensation

  • Variable compensation

  • Other compensation items

    Each year, the Nomination and Remuneration Committee evaluates the appropriate compensation of the ExCom. These recommendations result from objective third party market studies, to ensure the competitiveness of the compensation packages and to stay in line with market movements.

    Compensation of the CFO and CTO is reviewed on an annual basis by the Nomination and Remuneration Committee on the recommendation of the CEO, while compensation of the CEO is reviewed by the Nomination and Remuneration Committee on the recommendation of the Chairperson of the Board of Directors.

    Application of the Remuneration Policy 2025 - remuneration outcome

    All decisions relating to remuneration for the year 2025 were taken in accordance with the approved remuneration policy. The recommendation of the Nomination and Remuneration Committee to the Board of Directors regarding the payment of the ExCom's short-term incentives is in line with the Group's overall performance in 2025.

    The remuneration earned by the ExCom team in 2025 is detailed below:

    Remuneration component

    CEO

    Remuneration other ExCom members

    Fixed remuneration

    984,768 EUR

    918,928 EUR

    Short-term incentive : One year variable 1

    491,988 EUR

    380,597 EUR

    Long-term incentive : Multiple year incentive 2

    230,742 EUR

    -

    Other remuneration

    -

    33.000 EUR

    Total remuneration (at the expense of the company

    1,707,4G8 EUR

    1,332,525 EUR

    Proportion of fixed and variable remuneration 3

    58% - 42%

    71% - 29%

    All amounts are excluding VAT.

    1. Realization of the short-term incentive for performance year 2025 based on the proposal of the Nomination and Remuneration Committee on March 23, 202C. Pay-out will take place in April 202C.

    2. Pay-out of the 2023-2025 LTI plan will take place in 202C.

    3. The proportion does not take into account other remuneration.

Share base remuneration - Provision 7.9 of the Corporate Governance Code 2020

The Group does not grant a minimum threshold of remuneration in shares to the ExCom for the year 2025. This decision was taken because the Group believes that a payment in shares does not have a positive impact on decision-making of the ExCom, which is aimed at supporting the long-term vision of the Group. This position is reinforced by the presence of a reference shareholder who seeks sustainable value creation within the Group.

Claw-back provision

Claw back provisions with respect to yearly variable compensation were included in the management agreements of the executive directors. These claw back mechanisms did not have to be used for the year 2025.

Evolution of Executive Pay and Company Performance

The below table is a summary of the evolution of the total remuneration of the ExCom C the average employee remuneration compared to the Group's performance over the last five years, represented by a year on year growth of revenue and Adjusted EBITDA.

2025

2024

2023

2022

2021

ExCom

Number of ExCom

members

3

3

2

2

2

Total remuneration

ExCom1

2,809,281 EUR

2,465,796 EUR

2,287,389 EUR

3,460,364 EUR

2,702,631 EUR

Change year to year

+ 13.9%

+7.8%

-33.8%

+28.0%

+7.4%

Company performance

Revenue

(change year to year)

+4.4%

-9.6%

+13.2%

+24.4%

+19.8%

Adjusted EBITDA

(change year to year)

+8.5%

-16.7%

-26.7%

+22.8%

+12.6%

Average FTE salary

increase²

+2.99%

+5.8%

+2.8%

+10.1%

+4.9%

1 Excluding LTI as only one payment every 3 year.

² Only Tessenderlo Group nv employees considered (listed company in Belgium).

Total Remuneration of CEO versus Lowest Remunerated Employee

The below table shows a comparison of the 2025 remuneration of the CEO to the 2025 remuneration of the lowest paid fulltime Tessenderlo Group NV employee. The remuneration includes base salary only. Variable remuneration, employee benefits C employer social security charges are not included.

2025

Ratio remuneration CEO vs remuneration lowest Tessenderlo Group NV

employee

1/18

SHAREHOLDERS' VOTE

This Remuneration Report 2025 was approved by the Nomination and Remuneration Committee on March 23, 2026, and approved by the Board of Directors on March 25, 2026. The Remuneration Report 2025 is to be submitted for approval at the General Meeting of Shareholders on May 12, 2026. This Remuneration Report is also in line with the proposed Remuneration Policy 2025 which was approved at the General Meeting of Shareholders on May 13, 2025.

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