Enapter : Compensation report 2025

1. Remuneration Report of the Management Board for the 2025 Financial Year

   This report describes the remuneration granted and owed by Enapter AG and companies within the same group (Section 290 of the German Commercial Code (HGB)) to each current or former member of the Management Board and the Supervisory Board during the financial year 2025, and explains in detail the structure and amount of the individual components of the remuneration for the Management Board and the Supervisory Board.

   The Supervisory Board adopted the current remuneration system at its meeting on 23 May 2025 ('Remuneration System'). The Remuneration System was approved at the Annual General Meeting on 3 July 2025 in accordance with Section 120a(1) of the German Stock Corporation Act (AktG). The Remuneration System applies to the remuneration of all members of the Management Board of Enapter AG from 1 July 2025. Until 1 July 2025, the Remuneration System approved by the Annual General Meeting on 6 July 2023 in accordance with Section 120a(1) of the German Stock Corporation Act (AktG) applied.

   The current service contracts of the members of the Management Board appointed prior to 1 July 2025 remain, in principle, unaffected in accordance with the statutory framework. The Supervisory Board has nevertheless agreed with the current members of the Management Board that the current remuneration system shall apply.

   The specific application of the remuneration system for the members of the Management Board of Enapter AG in the financial year 2025 is described below.

   1. In the reporting year, the remuneration for all incumbent members of the Management Board was based on the remuneration system. This includes the total remuneration, the components of which the total remuneration is composed, all fixed and variable remuneration components, their respective relative proportions, an explanation of how the total remuneration complies with the remuneration system within the meaning of Sections 87a, 113(3) sentence 3 of the German Stock Corporation Act (AktG), an explanation of how the total remuneration promotes the company's long-term performance, and details of how the performance criteria were applied.

1. Total remuneration

   In accordance with statutory requirements, the remuneration system sets limits on the maximum total remuneration of the members of the Management Board. The actual total remuneration for the financial year 2025 is set out below. Here, as in the remuneration system, total remuneration is calculated as the remuneration granted for work performed in the 2025 financial year, as distinct from the remuneration actually received by the Management Board during the financial year. This distinction is relevant for remuneration components that are only paid to the Management Board in subsequent years. The total remuneration calculated in this way amounted in the financial year 2025

   • for the Executive Board member, Dr Jürgen Laakmann (JL), EUR 242,557.501 ,

   • for the member of the Management Board, Gerrit Kaufhold (GK), EUR 249,999.962 and

   • for the member of the Executive Board, Ivan Gruber (IG), EUR 210,000.003 .

2. Fixed and variable remuneration components and their relative proportions

   The following lists the remuneration components received by the members of the Executive Board in the 2025 financial year, including the relative proportion of these components in the total remuneration amount resulting therefrom:

   Member of the Executive Board*	Total remuneration	Fixed remuneration (annual fixed salary, benefits in kind, fringe benefits)	Short-term variable remuneratio n (bonus)	Long-term variable remuneration (Number of share options (net))	Relative proportion of remuneration components in total remuneration in %**
   					Fixed components	Variable components
   JL	402,557.50	242,557.50	160,000.00	100,000	60	40
   GK	299,999.96	249,999.96	50,000.00	100,000	83	17
   IG	210,000.00	210,000.00	0	12,000	100	0

   *All amounts in EUR unless otherwise stated

   **The value of the share options is only determined over the term. A relative proportion of the fixed and variable components cannot therefore be determined in monetary terms. The relative proportion of fixed remuneration in the cash remuneration is as shown above in %, whilst the relative proportion of fixed components in the share-based remuneration is 0%.

   Member of the Executive Board	Number of share options effectively granted in 2025	Expiry	Exercise	31 December 2025 Maximum number of shares available (i.e. exercisable)
   JL	100,000	0	0	0
   GK	100,000	0	0	0
   IG	12,000	0	0	0

   For information purposes, the corresponding target remuneration for the 2025 financial year is set out below, which, in accordance with the contractual provisions, would have been payable had the variable targets been met in full:

   ‌1 Although a performance-related bonus of EUR 160,000 was contractually promised, it has not yet been granted or become payable and has therefore not been included in the total remuneration. The decision on a possible bonus payment will be taken at a later date by the Supervisory Board.

   ‌2 Although a performance-related bonus of EUR 50,000 was contractually promised, it has not yet been granted or become payable and has therefore not been included in the total remuneration. The decision on a possible bonus payment will be made at a later date by the Supervisory Board.

   ‌3 Remuneration is granted on the basis of an additional managing director's employment contract with the subsidiary Enapter S.r.l. Although a performance-related bonus of EUR 60,000 was contractually promised, it has not yet been granted or become due and has therefore not been included in the total remuneration. The decision on a possible bonus payment will be made at a later date by the Supervisory Board.

   Board member	Target remuneration EUR	Fixed target remuneration EUR (Basic remuneration)	Target short-term variable remuneration EUR	Target longterm variable remuneratio n (Share options)	Relative proportion of remuneration components to target remuneration in %*
   					Fixed components components	Variable components
   						Long-term variable remunerati on	Short-term variable remunerati on
   JL	402,557.50	242,557.50	160,000.00	0	60	0	40
   GK	299,999.96	249,999.96	50,000.00	0	83	0	17
   IG *	270,000.00	210,000.00	60,000.00	0	78	0	22

   *The value of the share options is only determined over the term. A relative proportion of the fixed and variable components cannot therefore be determined in monetary terms with regard to long-term variable remuneration. As stated above, the relative proportion of short-term variable remuneration to the target remuneration lies between 17% and 40%.

3. Explanation of how the fixed and variable remuneration components comply with the remuneration system

   The relative proportions of the fixed and variable remuneration components in the total remuneration of the members of the Executive Board correspond in each case to the provisions of the remuneration system.

   In this context, it is not the inflows in the 2025 financial year that are relevant, but the remuneration components granted for work performed in 2025.

   In Enapter AG's remuneration system, a relative proportion of the long-term variable remuneration components (2025 share options) to the target total remuneration of approximately 66.6% and a relative proportion of the fixed remuneration components (annual fixed salary, benefits in kind and fringe benefits) of approximately 16.6%. Accordingly, the remuneration system provides for a relative share of approximately 16.6% of the target total remuneration for the short-term variable remuneration components (bonus).

   The exercise of share options is limited by a maximum exercise gain per option. The maximum amount that a member of the Executive Board may receive from the exercise of options is EUR 2,000,000.00 per calendar year, i.e. it is agreed that the Executive Board member shall receive no more than this amount as profit upon exercise and sale, whereby the issue price paid and the costs must be deducted from the sale price when calculating the profit. If, for the purposes of this comparison, EUR 2,000,000.00 is assumed for the options, this results in a notional maximum remuneration for 2025 of EUR 2,300,000.00.

   The relative proportion of fixed remuneration components in JL's total remuneration for the 2025 financial year is therefore between 10.5% and 100%, the relative proportion of long-term variable remuneration components in total remuneration is accordingly between 0% and 82.5% for JL, and the

   relative proportion of short-term variable remuneration components in total remuneration is accordingly between 0% and 39.4% for JL.

   The relative proportion of fixed remuneration components to total remuneration for the 2025 financial year is therefore between 10.9% and 100% for GK, the relative proportion of long-term variable remuneration components in total remuneration is accordingly between 0% and 87.0% for GK, and the relative proportion of short-term variable remuneration components in total remuneration is accordingly between 0% and 16.7% for GK.

   The relative proportion of fixed remuneration components in total remuneration for the 2025 financial year is therefore between 9.1% and 100% for IG, the relative proportion of long-term variable remuneration components to total remuneration is accordingly between 0% and 88.3% for IG, and the relative proportion of short-term variable remuneration components to total remuneration is accordingly between 0% and 22.2% for IG.

   In the reporting year, 12,000 share options from the 2025 Share Option Plan were issued to IG. GK received 100,000 share options and JL received 100,000 share options.

   Given that it is currently unclear whether and to what extent the share options will be exercisable, the relative proportions of the long-term variable remuneration components to total remuneration calculated above are therefore in line with the requirements of the remuneration system.

4. Explanation of how the remuneration promotes the long-term development of the company

   Members of the Executive Board are granted long-term variable remuneration under the 2021 Share Option Scheme and the 2025 Share Option Scheme, as described in more detail below.

   Members of the Executive Board are granted long-term variable remuneration under a 2021 share option scheme (hereinafter also referred to as the "2021 Share Option Scheme"), which was approved by the Annual General Meeting on 6 May 2021 and amended by the Annual General Meeting on 6 July 2023. The group of beneficiaries of the options available for issue, amounting to up to 2,310,130 shares, also includes current and future members of the Company's Management Board, who are allocated up to 20% of the options. The options will become exercisable no earlier than four years after their grant or the acceptance of the Company's offer to adjust the option terms, provided that the performance target has been met.

   The Annual General Meeting on 3 July 2025 cancelled the 2021 Share Option Plan (AOP 2021) to the extent that it had not yet been utilised by the date of the Annual General Meeting on 3 July 2025. By 3 July 2025, 462,000 share options from the 2021 Share Option Plan had been issued to members of the Management Board.

   The 2021 Share Option Programme contributes to the promotion of the business strategy and the longterm development of the Company insofar as the exercise of the options is made contingent upon the achievement of the adjusted target, namely that the adopted and audited consolidated financial

   statements as at 31 December 2025 or a subsequent financial year show a positive EBITDA, adjusted for one-off effects of , in particular from equity measures and share option plans (including the 2021 SOP) (performance target within the meaning of Section 193(2)(4) of the German Stock Corporation Act (AktG)).

   Members of the Management Board are granted long-term variable remuneration under a 2025 Share Option Programme (hereinafter also "AOP 2025"), which was approved by the Annual General Meeting on 3 July 2025. The group of beneficiaries of the options available for issue, amounting to up to 4,242,436, also includes current and future members of the Company's Management Board, who are allocated up to 30% of the options. The options will be exercisable no earlier than four years after their grant or the acceptance of the Company's offer to adjust the option terms, provided that the performance target has been met.

   The options may generally be offered to the beneficiaries for purchase either as a single tranche or in several tranches by 31 December 2026.

   The 2025 Share Option Plan contributes to the promotion of the business strategy and the long-term development of the Company insofar as the exercise of the options is made contingent upon the achievement of the adjusted target, namely that the adopted and audited consolidated financial statements as at 31 December 2027 show a positive EBITDA (IFRS), adjusted for one-off effects, in particular from equity measures and share option plans (including the 2021 Share Option Plan and the 2025 Share Option Plan) (performance target within the meaning of Section 193(2)(4) of the German Stock Corporation Act (AktG)).

   In the context of the share options, individual arrangements are to be made with beneficiary members of the Executive Board to ensure that the resulting remuneration does not exceed the maximum remuneration.

   The 2021 and 2025 Share Option Plans, which form the basis of the long-term remuneration component, are designed to promote the long-term development of Enapter AG.

5. Explanation of how the performance criteria were applied

Variable remuneration has been calculated on the basis of the following financial and non-financial performance criteria:

1. Short-term variable remuneration: Bonus

Under the remuneration system, the targets for the award of the bonus are to be based primarily on sustainability criteria (ESG: Environmental, Social and Good Governance). In particular, they are to be aligned with the areas of responsibility of the respective member of the Executive Board. A combination of financial indicators, milestones (project- or company-related) and so-called 'soft facts' is permissible. However, restriction to individual categories of targets is also permissible. Proportional