Corporate Governance Presentation
March 2026
Table of Contents
0
thyssenkrupp nucera at a glance
1
Supervisory Board - Structure, Committee Work, Diversity and Remuneration
2
Management Board - Structure and Remuneration
3
ESG Program, Ratings and Targets
4
Compliance, Risk Management and Data Security
5
Back up
2 March 2026 | thyssenkrupp nucera | Corporate Governance Presentation
thyssenkrupp nucera at a glance
Leading electrolysis technologyprovider globally
2 strong business segments:Green Hydrogen (gH2)
Reliable, innovative & future-oriented solutionsat industrial scale
gH2projects with a total capacity of
~3.3 GWalready under construction
Chlor Alkali (CA)
Asset-light business modelwith strong balance sheet to finance future growth
gH2 54%
Total: 845mn €
Sales in FY 2024/25
CA 46%
1,000+
employees worldwide in 10 locations
Supporting customers on their way to
climate neutrality3 March 2026 | thyssenkrupp nucera | Corporate Governance Presentation
Our global presence & selected projects
OxyChem
Houston
Houston
Stegra Shell
Chlorum Solutions Group
Dortmund (HQ)
Arnstadt MMilialanno
Riyadh Riad
NEOM
Shanghai i
Mumbai
TGV SRAAC
Okayama Tokyo
Chlor-Alkali Electrolysis (CA)Alkaline Water Electrolysis (AWE) Locations
Unipar
CMDC
PPeertrhth
Note: Selected projects
4 March 2026 | thyssenkrupp nucera | Corporate Governance Presentation
5 March 2026 | thyssenkrupp nucera | Corporate Governance Presentation
Supervisory Board -Structure, Committee Work, Diversity and Remuneration
Role of the Supervisory Board
Dr. Volkmar Dinstuhl,Chairman of the Supervisory Board
In the current state of the market, the Supervisory Board focuses on the company's strategic development, operational efficiency, and international competitiveness.
Furthermore, the Supervisory Board places a strong emphasis on ensuring a stable corporate governance as well as adapting and optimizing our structures to meet the growing demands of the capital market and the regulatory environment.
Overview of the structure and governance of thyssenkrupp nucera AG & Co. KGaA
thyssenkrupp AG1
Industrie De Nora S.p.A.
50.19%
thyssenkrupp nucera AG & Co.
KGaA2
25.85%
66%
34%
thyssenkrupp nucera Management AG (General Partner)
General Meeting
General Meeting
Appoints
Appoints
Supervisory Board
Supervisory Board
4 x thyssenkrupp representatives
3 x De Nora representatives
Appoints/supervises
12 x shareholder representatives
Management Board
6 x employee representatives
conducts
business
Dr. Werner Ponikwar
Dr. Stefan Hahn Klaus Ohlig
Legally formed as a partnership limited by shares (KGaA) under German law
The General Partner of the KGaA is the thyssenkrupp nucera Management AG
The appointment of the Management Board members is the responsibility of the Supervisory Board of the General Partner
The Management Board is responsible for conducting business and the management of the company in general
Find more information in our annual report FY 24/25 ; 1 the full chain of subsidiaries can be found in the diagram entitled "Shareholding structure".
As a result of a capital increase carried out on July 5, 2023, the total number of shares rose to 126,315,000. Since the IPO on July 7, 2023, a total of 30,262,250 shares, or 23.96% of the shares in thyssenkrupp nucera AG & Co. KGaA, have been held by other shareholders.
Composition of Supervisory Board - experienced and competent
18 Supervisory Board Members1:
12
6
Shareholder representatives
Employee representatives
Member of the Supervisory Board since2:
8
6
1
2
1
2022
2023
2024
2025
2026
Independent
Dependent
Male
Female
German
Other Nationality
<45
>55
45-55
75%
39%
61%
68%
25%
39%
32%
28%
33%
Independence4,5
Female representatives3
Nationality
Age
1. The Annual General Meeting of February 5, 2025, adopted a resolution to amend the Articles of Association, stipulating that the Supervisory Board shall henceforth comprise a total of eighteen members. 2. In 2025, the Supervisory Board was expanded to include employee representatives. 3. The Supervisory Board of thyssenkrupp nucera AG & Co. KGaA set a target of 33% women on the Supervisory Board, to be achieved by September 30, 2027. 4. Refers only to shareholder representatives. 5. A Supervisory Board member is independent of the company and its Management Board if he or she has no personal or business relationship with the company or its Management Board.
Supervisory Board of thyssenkrupp nucera AG & Co. KGaA
Shareholder representatives
Dr. Volkmar
Dinstuhl
Chairman
Nomination Committee
Audit Committee
Paolo Dellachà
Nomination Committee
Deputy Chair
Silvia Bertini
Jennifer Cooper
Markus Fuhrmann
Nomination Committee
RPT Committee1
Nadja Håkansson
Michael
Höllermann
Nomination Committee
Dr. Cord Landsmann
Miguel Ángel López Borrego
Carolin Nadilo
Audit Committee
RPT Committee1
Luca Oglialoro
Audit
Committee
Prof. Dr. Franca
Ruhwedel
Audit Committee
RPT Committee1
1 RPT stands for Related Party Transactions
Information regarding the members of the Supervisory Board, their professional profiles and details of other mandates can be found on our website here.
Members of the Supervisory Board of nucera AG & Co. KGaA
Employee representatives
Natalie Kappes
Chairwoman Works Council
Thomas Bündgen
Head of Engineering Management
Jens Kuhlmann
BD Manager Green Hydrogen
Markus
Mladenovic
Senior Sales Manager Chlor Alkali
Dr. Felix
Peters
Head of Technical Sales
Dr. Ramona
Seiffert
Senior Engineering Coating Qualification
Overview of the Competency Profile & Qualifications Matrix
Shareholder representatives
Experience & Qualifications
Bertini
Cooper
Dellachà
Dinstuhl Fuhrmann Håkansson Höllermann Landsmann López
Nadilo
Oglialoro
Ruhwedel
General international management
Industry-/sector-specific expertise of thyssenkrupp nucera
Industry-/sector-specific expertise beyond thyssenkrupp nucera
Leadership/governance of listed companies
Corporate strategy/development, growth/scale-up, M&A and portfolio management
Change management, transformation
IT, innovation and digitalization
Financial and capital markets experience
Accounting and auditing
Legal, compliance
Marketing and sales
Talent management, HR development and leadership
Sustainability/ESG
Overview of the Competency Profile & Qualifications Matrix
Employee representatives
Experience & Qualifications
Bündgen
Kappes
Kuhlmann Mladenovic
Peters
Seiffert
General international management
Industry-/sector-specific expertise of thyssenkrupp nucera
Industry-/sector-specific expertise beyond thyssenkrupp nucera
Leadership/governance of listed companies
Corporate strategy/development, growth/scale-up, M&A and portfolio management
Change management, transformation IT, innovation and digitalization
Financial and capital markets experience Accounting and auditing
Legal, compliance and corporate governance Marketing and sales
Talent management, HR development and leadership
Sustainability/ESG
Diversity
Shareholder and Employee representatives
Bertini
Cooper
Dellachà
Dinstuhl Fuhrmann Håkansson Höllermann Landsmann López
Nadilo Oglialoro
Ruhwedel
Supervisory Board member since
2026
2022
2022
2022
2022
2025
2022
2024
2023
2025
2024
2022
Gender
Female
Female
Male
Male
Male
Female
Male
Male
Male
Female
Male
Female
Year of birth
Nationality
Professional background
1976
Italian Law
1967
German & British
Economics
1968
Italian Engineering
1972
German Economics
1980
Austrian
Biotechnology and Genetics
1981
Swedish Engineering
1964
German Engineering
1969
German
Business Administration
1965
Spanish
Business Administration
1986
German Economics
1972
Italian
Business Administration
1973
German
Finance & Accounting
Bündgen
Kappes
Kuhlmann Mladenovic Peters Seiffert
Supervisory Board member since
2025
2025
2025
2025
2025
2025
Gender
Male
Female
Male
Male
Male
Female
Year of birth
1971
1986
1978
1972
1982
1987
Nationality
Professional background
German Engineering
German Economics
German
Electro-chemistry
German Engineering
German
Chemical Engineering
German
Electro-chemistry
Committee setup and self-assessment of the Supervisory Board
Audit Committee (RoP § 11)
Members:
Prof. Dr. Franca Ruhwedel (Chair)
Dr. Volkmar Dinstuhl
Carolin Nadilo
Luca Oglialoro
Monitoring of accounting process and the audit of
the financial statements and review of quarterly financial statements, half-yearly financial reports (…).
Nomination Committee (RoP § 12)
Members:
Dr. Volkmar Dinstuhl (Chair)
Paolo Dellachà
Markus Fuhrmann
Michael Höllermann
Proposal of suitable candidates to the Supervisory
Board to be proposed to the General Meeting to fill seats on the Supervisory Board.
Related-Party Transaction (RPT) Committee (RoP § 13)
Members:
Prof. Dr. Franca Ruhwedel (Chair)
Markus Fuhrmann
Carolin Nadilo
Assessment whether normal transactions with
related parties are conducted in the ordinary course of business and at arm's length within the meaning of § 111a (2) sentence 1 AktG.
The Supervisory Board regularly conducts self-assessments to ensure transparent and efficient work of the board
Every two years - The last self-assessment was conducted and presented in September 2025
In accordance with Recommendation D.13 of GCGC and Rules of Procedure § 9
Meeting attendance of the Supervisory Board in FY 24/25
Total attendance rate: 97.6% (24/25)
Supervisory Board meetings Committee meetings
Audit Committee | Related-Party | Transactions | Committee | Nomination | Committee | |||||||
Meetings held | Meetings attended | Attendance in % | Meetings held | Meetings attended | Attendance in % | Meetings held | Meetings attended | Attendance in % | Meetings held | Meetings attended | Attendance in % | |
Dr. Volkmar Dinstuhl, Chairman | 6 | 6 | 100.00 | 9 | 8 | 88.89 | 1 | 1 | 100 | |||
Paolo Dellachà, Deputy Chairman | 6 | 6 | 100.00 | 1 | 1 | 100 | ||||||
Thomas Bündgen3 | 2 | 2 | 100.00 | |||||||||
Jennifer Cooper6 | 6 | 6 | 100.00 | 4 | 4 | 100.00 | ||||||
Markus Fuhrmann | 6 | 5 | 83.33 | 1 | 1 | 100 | 1 | 1 | 100 | |||
Nadja Haakansson5 | 3 | 3 | 100.00 | |||||||||
Michael Höllermann | 6 | 6 | 100.00 | |||||||||
Natalie Kappes3 | 2 | 2 | 100.00 | |||||||||
Arndt Köfler1 | 2 | 2 | 100.00 | |||||||||
Jens Wilhelm Kuhlmann3 | 2 | 2 | 100.00 | |||||||||
Dr. Cord Landsmann | 6 | 5 | 83.33 | |||||||||
Dr. Sebastian Lochen2 | 2 | 2 | 100.00 | |||||||||
Miguel Ángel López Borrego7 | 6 | 6 | 100.00 | 1 | 1 | 100 | ||||||
Markus Mladenovic3 | 2 | 2 | 100.00 | |||||||||
Carolin Nadilo4 | 4 | 4 | 100.00 | 5 | 5 | 100.00 | 1 | 1 | 100 | |||
Luca Oglialoro | 6 | 6 | 100.00 | 9 | 9 | 100.00 | ||||||
Dr. Felix Peters3 | 2 | 2 | 100.00 | |||||||||
Prof. Dr. Franca Ruhwedel, Chairwoman Audit & RPT Committee | 6 | 6 | 100.00 | 9 | 9 | 100.00 | 1 | 1 | 100 | |||
Dr. Robert Scannell | 6 | 6 | 100.00 | 1 | 1 | 100 | ||||||
Dr. Ramona Seiffert 3 | 2 | 2 | 100.00 | |||||||||
1 Member of the Supervisory Board and the RPT Committee until February 5, 2025. 2 Member of the Supervisory Board until February 5, 2025. 3 Member of the Supervisory Board following court appointment on April 11, 2025. 4 Member of the Supervisory Board and the Audit and RPT Committee since February 5, 2025. 5 Member of the Supervisory Board since February 12, 2025. 6 Member of the Audit Committee until February 5, 2025 7 Member of the Nomination Committee until February 5, 2025.
Remuneration system of the Supervisory Board of thyssenkrupp nucera AG & Co. KGaA
Regulatory background of the remuneration system
In accordance with Article 15 of the Articles of Association, Supervisory Board members receive a fixed annual basic remuneration
The remuneration is also in line with the principles of the GCGC (Principle 25)
The fixed basic remuneration, the remuneration for additional committee duties and the waiver of performance-related Supervisory Board remuneration are intended particularly to promote the independence of Supervisory Board members
The long-term development of the company is to be promoted through the appropriate exercise of the Supervisory Board's supervisory and advisory activities
Fixed compensation (salary)
Members of the Supervisory Board receive a fixed annual basic remuneration of 40,000 € (AoA § 15 (1))
The annual remuneration for the Chairman of the Supervisory Board is 90,000 € and 60,000 € for the Deputy Chairman, also covering work performed as member or Chairman of committees (AoA § 15 (3))
Supplementary remuneration for committee responsibility
Committee members receive 20 %, the respective Chairman receives a 40 % supplement to the basic remuneration (AoA § 15 (2))
The members of the Audit Committee receive an additional 30% of the annual basic remuneration, while the Chairman of the Audit Committee receives an additional 60% (AoA § 15 (2))
Limitations
Supervisory Board members who only belong to the Supervisory Board or a committee for part of the financial year receive pro rata remuneration (AoA § 15 (4))
If a member of the Supervisory Board of thyssenkrupp nucera AG & Co. KGaA is also a member of the Supervisory Board of thyssenkrupp nucera Management AG and receives remuneration for his activities on the Supervisory Board of thyssenkrupp nucera Management AG, the remuneration for his activities on the Supervisory Board of thyssenkrupp nucera AG & Co. KGaA will be reduced by half (AoA § 15 (7))
Compensation of the Supervisory Board for FY 24/25
Please find additional information on the compensation of the Supervisory Board in our Remuneration Report FY 24/25.
Basic remuneration Remuneration for committee work Total remuneration in accordance with § 162 AktG
Total (in €) 676,668 - 108,999 - 785,667 -
€ in % € in % € in %
Current members of the Supervisory Board | ||||||
Dr. Volkmar Dinstuhl, Chair | 90,000 | 100 | - | - | 90,000 | 100 |
Paolo Dellachà, Deputy Chair | 60,000 | 100 | - | - | 60,000 | 100 |
Thomas Bündgen (Court-appointed as of April 11, 2025) | 20,000 | 100 | - | - | 20,000 | 100 |
Jennifer Cooper | 40,000 | 89 | 5,000 | 11 | 45,000 | 100 |
Markus Fuhrmann | 40,000 | 71 | 16,000 | 29 | 56,000 | 100 |
Nadja Håkansson (Member since February 12, 2025) | 26,667 | 100 | - | - | 26,667 | 100 |
Michael Höllermann | 40,000 | 83 | 8,000 | 17 | 48,000 | 100 |
Natalie Kappes (Court-appointed as of April 11, 2025) | 20,000 | 100 | - | - | 20,000 | 100 |
Jens Wilhelm Kuhlmann (Court-appointed as of April 11, 2025) | 20,000 | 100 | - | - | 20,000 | 100 |
Dr. Cord Landsmann | 40,000 | 100 | - | - | 40,000 | 100 |
Miguel Ángel López Borrego | 40,000 | 92 | 3,333 | 8 | 43,333 | 100 |
Markus Mladenovic (Court-appointed as of April 11, 2025) | 20,000 | 100 | - | - | 20,000 | 100 |
Carolin Nadilo (Member since February 5, 2025) | 26,667 | 67 | 13,333 | 33 | 40,000 | 100 |
Luca Oglialoro | 40,000 | 77 | 12,000 | 23 | 52,000 | 100 |
Dr. Felix Peters (Court-appointed as of April 11, 2025) | 20,000 | 100 | - | - | 20,000 | 100 |
Prof. Dr. Franca Ruhwedel | 40,000 | 50 | 40,000 | 50 | 80,000 | 100 |
Dr. Robert Scannell | 40,000 | 83 | 8,000 | 17 | 48,000 | 100 |
Dr. Ramona Seiffert (Court-appointed as of April 11, 2025) | 20,000 | 100 | - | - | 20,000 | 100 |
Former members of the Supervisory Board | ||||||
Dr. Arnd Köfler (Member until February 5, 2025) | 16,667 | 83 | 3,333 | 17 | 20,000 | 100 |
Dr. Sebastian Lochen (Member until February 5, 2025) | 16,667 | 100 | - | - | 16,667 | 100 |
18 March 2026 | thyssenkrupp nucera | Corporate Governance Presentation
Management Board -Structure and Remuneration
Our Management Board
Dr. Werner
Ponikwar
Chief Executive Officer (CEO)
CEO since July 2022 Appointed until 2030
Communications / ESG & Governmental Affairs
Dr. Stefan
Hahn
Chief Financial Officer (CFO)
CFO since March 2025 Appointed until 2028
Controlling, Accounting & Reporting
Klaus
Ohlig
CTO since Juy 2025
Appointed until 2028
R&D
Strategy & M&A
Finance
Digitalization
Legal & Compliance, Board Office
Information Technology
Operations
Internal Audit
Investor Relations
Product gH2
Human Resources & HSE
Commercial Operations / Tax
Product CA
Green Hydrogen
Project Risk Control & Quality Management
Chlor-Alkaline
Service
All information displayed as of March 2, 2026 - for further information click here. For further information reagrding our management team click here.
Fringe Benefits
Additional services; mostly company car, insurance premiums and health checks as standard; further once-only or time-limited (transitional) benefits for new members subject to explicit resolution of Supervisory Board
~4%
Pension Allowance
Executive Board members receive an annual pension allowance in cash for personal pension provision in lieu of a company pension plan. Protection of vested rights for previous pension plans
~8%
Fixed compensation (salary)
Management Board members receive fixed compensation monthly as a pro-rated salary
Current annual base salaries: 480,000€ (CEO) / 320,000€ (ordinary board member)
~40%
Fix
(non-performance-related)
~52%
Management Board compensation system approved by AGM 2024
Malus1 Clawback2
Long Term Incentive (LTI)
Performance share plan:
Performance period: 4 years
Basis for target achievement: Relative Total Shareholder Return (Ranking against individual stocks included in the Solactive Hydrogen Economy Index NTR); Cap: 250% of target amount
~29%
Short Term Incentive (STI)
Supervisory Board sets financial targets based on annual planning and individual performance criteria for each fiscal year; Cap: 200% of target amount
70% company's financial performance criteria (40% Order intake, 30% EBITDA)
30% individual performance
~19%
Variable
(performance-related)
~48%
Max. remuneration: Executive Board chair -> 2.0mn € ; Ordinary Executive Board members -> 1.35mn €
1 In the event of serious infringement of applicable law or internal policies, Supervisory Board may reduce or cancel variable compensation components (STI/LTI) for the relevant assessment period. 2 Option of Supervisory Board to reclaim already paid variable compensation if a malus is subsequently discovered or if inaccuracies are identified in the consolidated financial statements (difference)