Koenig & Bauer : Summary of the 2024 remuneration system for the Members of the Management Board

Annual General Meeting 2024

Revision of the remuneration system for the Management Board members

Summary

Abolition of non-performance-tied,special remuneration

Further development of the remuneration system

Objectives	Implementation

○

Strenghtening of the pay-for-performancealignment○ Higher weighting of financial performance targets in the annual bonus and inclusion of performance targets in the

long-term incentive

Alignment of the variable remuneration elements with the sustainable and long-term development of Koenig & Bauer

• Redesign of the long-term incentive as a performance share plan with a four-year performance period
• Inclusion of ESG targets in both the annual bonus and the long-term incentive

Greater share orientation	○ Introduction of Share Ownership Guidelines (SOG)
Caps on Management Board remuneration	○ Introduction of a payout cap in the long-term incentive with
corresponding adjustment of the maximum remuneration

Changes to the remuneration system

Remuneration System 2021

Fixed remuneration and fringe benefits

Defined contribution scheme

Introduction of a pension substitute

Remuneration System 2024

Fixed remuneration and fringe benefits

Defined contribution scheme/pension substitute (for new appointments)

1. 75% financial targets

Short-Term

Incentive

(Target Bonus)

1. 50% Group EBIT margin o 50% individual targets
   o Operating, strategic, ESG

Adjustment of performance targets

1. 50% EBIT or EBIT margin o 25% Net Working Capital

1. 25% non-financialtargets o ESG and strategic

Short-Term

Incentive

(Target Bonus)

Long-Term Incentive (Restricted Stock Plan)

Further elements

1. Lock-upperiod: 4 years o No performance targets
   o Grant Cap: 200% of the base amount
   o No payout cap

1. Special remuneration o Maximum remuneration
   o €2.17 million for the Chief Executive Officer
   o €1.75 million for ordinary Management Board members

New plan type

Introduction of performance targets

Abolition of special remuneration

Introduction of Share Ownership Guidelines

Adjustment of maximum remuneration

1. Performance period: 4 years o Performance targets:
   o 37,5% EPS
   o 37,5% net financial position o 25% ESG
   o Target achievement cap:200% o Payout cap: 250%

1. Share Ownership Guidelines o Maximum remuneration
   o € 2.8 million for the Chief Executive Officer
   o € 2.1 million for ordinary Management Board members

Long-Term Incentive (Performance Share Plan)

Further elements

Revised annual bonus

Fokus set on financial targets

Target amount

in €

x

Overall target achievement (0% - 150%)

Financial targets	+	Non-financial targets
Group & Segment/BU				ESG targets		Strategic targets

=

Payout

in €

(Cap: 150% of the

target amount)

For members of the Management Board with divisional responsibility, 30% of the target achievement in relation to the financial performance criteria can be measured at Group level and 20% at divisional level.

EBIT or EBIT margin

50%

Net Working Capital

(in % of revenue)

25%

e.g. individual targets

(e.g. Rollout Point S4 HANA),

safety at work

25%

Changes

New Long-term Incentive (LTI)

Share-based plan type with performance targets and 4-year measurement

Target amount

in €

/

Share price

(Average of the last 30 trading days before the start of the performance period)

Share price development

Four-year performance period (Overall

Payout in cash

(Cap: 250 % des

Zielbetrags)

=

Share price

(Average of the last 30 trading days before the start of the performance period)

or

Payout in shares

=

Preliminary

target achievement 0% - 200%)

x

granted number of performance shares

x

EPS

37,5%

+

Net financial

position

37,5%

+

ESG targets

25%

= Final number of performance shares

Further elements of the remuneration system

Greater share orientation and standard market malus & clawback

Share Ownership Guidelines

Malus und Clawback

• Obligation of the members of the Management Board to acquire shares in Koenig & Bauer AG amounting to 100% of the fixed annual salary (SOG target) and to hold these until the end of their Management Board activity
• Until the SOG target is reached, shares equivalent to 25% of the LTI payout (gross) must be acquired annually

• Compliance malus and clawback

1. occurs in the event of relevant misconduct by a member of the Management Board, which may be a breach of the Koenig & Bauer Group Code of Conduct or legal prohibitions.

• 1. Occurs if the member of the Executive Board has not intervened against offences committed by third parties in a manner commensurate with his duties.
• Restatement clawback
• 1. Occurs if the payment of variable remuneration elements is based on incomplete or incorrect information and would have resulted in a lower payment based on a subsequent correction.

Comparison of market remuneration levels 2023

• The amount and structure of the Executive Board's remuneration was reviewed in 2023 as part of a comprehensive market comparison
• The comparative market was a peer group consisting of mechanical engineering and technology companies of a comparable size. This is made up of the following 24 companies:

Aixtron

GEA

Knorr-Bremse

Stabilus

Basler

Heidelberger

Druckmaschinen

Krones

Technotrans

DEUTZ

HENSOLDT

Norma

thyssenkrupp

DMG Mori

Jenoptik

Pfeiffer

Vacuum

Varta

Dürr

Jungheinrich

PVA TePla

Vossloh

Elring Klinger

KION

SLM Solutions

Wacker

Neuson

• The SDAX companies were used as an additional peer group.