Thyssenkrupp nucera : Corporate Governance Präsentation - March 2026

About this update from Thyssenkrupp Nucera Ag & Co. Kgaa

Corporate Governance Presentation March 2026 ‌Table of Contents 0 thyssenkrupp nucera at a glance 1 Supervisory Board - Structure, Committee Work, Diversity and Remuneration 2 M anagement Board - S tructure 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 technology provider globally 2 strong business segments: Green Hydrogen (gH 2 ) Reliable, innovative & future-oriented solutions at industrial scale gH 2 projects with a total capacity of ~3.3 GW already under construction Chlor Alkali (CA) Asset-light business model with 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 neutrality 3 March 2026 | thyssenkrupp nucera | Corporate Governance Presentation Our global presence & selected projects OxyChem Houston Houston Stegra Shell Chlorum Solutions Group Dortmund (HQ) Arnstadt M M il i a la n no Riyadh Riad NEOM Shanghai i Mumbai TGV SRAAC Okayama Tokyo Chlor-Alkali Electrolysis (CA) Alkaline Water Electrolysis (AWE) Locations Unipar CMDC P P e e rt r h th 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 AG 1 Industrie De Nora S.p.A. 50.19% thyssenkrupp nucera AG & Co. KGaA 2 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 Members 1 : 12 6 Shareholder representatives Employee representatives Member of the Supervisory Board since 2 : 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% Independence 4,5 Female representatives 3 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 Committee 1 Nadja Håkansson Michael Höllermann Nomination Committee Dr. Cord Landsmann Miguel Ángel López Borrego Carolin Nadilo Audit Committee RPT Committee 1 Luca Oglialoro Audit Committee Prof. Dr. Franca Ruhwedel Audit Committee RPT Committee 1 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 Bündgen 3 2 2 100.00 Jennifer Cooper 6 6 6 100.00 4 4 100.00 Markus Fuhrmann 6 5 83.33 1 1 100 1 1 100 Nadja Haakansson 5 3 3 100.00 Michael Höllermann 6 6 100.00 Natalie Kappes 3 2 2 100.00 Arndt Köfler 1 2 2 100.00 Jens Wilhelm Kuhlmann 3 2 2 100.00 Dr. Cord Landsmann 6 5 83.33 Dr. Sebastian Lochen 2 2 2 100.00 Miguel Ángel López Borrego 7 6 6 100.00 1 1 100 Markus Mladenovic 3 2 2 100.00 Carolin Nadilo 4 4 4 100.00 5 5 100.00 1 1 100 Luca Oglialoro 6 6 100.00 9 9 100.00 Dr. Felix Peters 3 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 Malus 1 Clawback 2 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)

View stock analysis, news, and events for Thyssenkrupp Nucera Ag & Co. Kgaa