GEA : 2025 Remuneration reports incl. audit notepdf / 1.36 MB

‌REMUNERATION REPORT

EXCERPT FROM THE ANNUAL REPORT 2025

GEA.com

‌REMUNERATION REPORT

This Remuneration Report summarizes the principles governing remuneration of the members of the Executive Board and the Supervisory Board. It provides an overview of the system of Executive Board remuneration and explains the objectives of the remuneration system, which has been in force since the beginning of 2021 and has applied to all Executive Board members since the beginning of 2022.

The Remuneration Report also provides individualized and specific information on remuneration awarded and due to current and former members of the GEA Group Aktiengesellschaft Executive Board and Supervisory Board in financial year 2025 as well as benefits commitments. Disclosures related to the remuneration of board members comply with the requirements of the German Stock Corporation Act and the applicable German and International Financial Reporting Standards.

General information on the remuneration of the members of the Executive Board

Acting on the recommendation of the Presiding and Sustainability Committee, the Supervisory Board determines the total remuneration of the individual Executive Board members and resolves the remuneration system applicable to the Executive Board. The Supervisory Board reviews the appropriateness of the remuneration at regular intervals. Criteria for this include the responsibilities of the individual Executive Board members, their respective personal performance, the business situation, the success and the future prospects of the company, the result of the vote of the last Annual General Meeting on the Remuneration Report as well as the level of the remuneration compared with peer companies and the remuneration structure in place in other areas of the group. During its meeting on March 6, 2025, the Supervisory Board reviewed the remuneration system for all members of the Executive Board, which had been approved by the 2021 Annual General Meeting with a majority of 89.54 percent and had been in effect for all serving Executive Board members since the beginning of 2022. This review was preceded by deliberations within the Supervisory Board's Presiding and Sustainability Committee.

The review found that structural changes were not necessary. All of the Supervisory Board's changes were editorial in nature or for the purpose of providing additional clarity. In the opinion of the Supervisory Board, the current system has proven effective. From their perspective it meets market standards and legal requirements for Executive Board remuneration while complying with German and international corporate governance rules, particularly the requirements of the German Corporate Governance Code ("GCGC") as amended on April 28, 2022 (published in the Federal Gazette on June 27, 2022). Details about how GEA complies with the GCGC's suggestions and recommendations are provided in the Declaration of Conformity. This document is included in the Corporate Governance Statement and published on gea.com under "Investors > Corporate Governance > Declaration of Conformity"*. The remuneration system was approved by a majority of

87.49 percent at the Annual General Meeting on April 30, 2025, when it was resubmitted for approval as scheduled after four years in accordance with section 120a(1), sentence 1 of the AktG. The remuneration system and its components are being revised following the reorganization of the Executive Board and the appointment of new members. The revised system will be submitted for approval at the upcoming Annual General Meeting in financial year 2026. The changes to the content were already presented at the Corporate Governance Roadshow in January 2026 and can be found on the website https://www.gea.com under "Investors > Events and releases > Annual General Meeting"*.

Details can be found in this section and are available on the gea.com website under "Investors > Corporate Governance > Remuneration"*.

* Unaudited information

‌Principles of the remuneration system

The remuneration system is characterized by the following basic principles:

• Strategic relevance: Performance-based remuneration components ensure support for the key objectives of the business strategy, in particular continuous, sustainable and profitable growth.
• Pay for Performance: The "pay for performance" concept is incorporated by linking remuneration to the

  achievement of predefined and ambitious performance criteria. In addition, malus and clawback provisions

  Target total remuneration under the remuneration system

  The target total remuneration of the Executive Board members is composed of non-performance-related and performance-related components as follows:

  Relative proportion of the components in the total target remuneration

  are also implemented.

• Sustainability and long-term orientation: The promotion of sustainable and long-term development is achieved through sustainability-related and long-term-oriented performance criteria with significant weighting. In addition, the sustainability matter is emphasized through comparative analysis with DAX 50 ESG companies.
• Long-term shareholder interests: Sustainable performance is ensured by the four-year term and the strong share-based component of the LTI as well as the share ownership guidelines.
• Consideration of remuneration and employment conditions of the workers: When determining the remuneration of the Executive Board, its appropriateness in comparison to senior management and the workforce as a whole is also examined. Moreover, remuneration and employment conditions as well as other employee matters affect the amount of the variable remuneration of the Executive Board.
• Reasonable linkage between senior executive and employee remuneration: In the case of variable remuneration, care is taken to achieve a consistent steering and incentive effect between the Executive Board, senior executives and employees.
• Regulatory conformity: The remuneration system for the Executive Board complies with the regulations of the German Stock Corporation Act and takes into account the recommendations of the GCGC in the version applicable at the time.

Variable remuneration

Base salary

Remuneration structure -

Base salary to variable components

~43 - 51%

~49 - 57%

Remuneration structure -components

~30 - 34%

~19 - 23% ~1 - 2%

~9 - 13%

~33 - 36%

LTI STI

Fringe benefits Company pension plan Fixed annual salary

The non-performance-related components comprise a fixed annual salary, a company pension plan (bAV) and fringe benefits. The fixed annual salary accounts for a major part of the non-performance-related remuneration of the members of the Executive Board and is disbursed in twelve equal monthly installments.

×

Financial targets

(0% - 200%)

×

=

Financial target I

(50% EBITDA)

+

Financial target II

(50% ROCE)

One-year performance period

Target amount

÷

∅ Share price

(3 months)

=

‌The performance-related component consists of STI and the LTI, which are reduced proportionately if the employee joins or leaves during the year. The STI is structured as a target bonus system with a one-year performance period and is intended to motivate the members of the Executive Board both to increase the financial value of the company and to implement the equally weighted operational and strategic targets set by the Supervisory Board each year. The amount paid out results from the achievement of the financial performance criteria EBITDA (earnings before interest, taxes, depreciation and amortization, impairment losses and reversals of impairment losses) and ROCE (return on capital employed), each adjusted for restructuring expenses and effects from acquisitions and divestments (so called M&A effects) and a criteria-based modifier, which takes into account the collective and individual performance of the Executive Board and its members. The STI is composed as follows:

The LTI - the second performance-related component - is structured as a Performance Share Plan with a four-year performance period. The amount paid out is based on the relative total shareholder return (TSR) and the achievement of strategic targets set by the Supervisory Board and the performance of the share price of GEA Group Aktiengesellschaft. The LTI is intended to motivate the Executive Board to consider the long-term development and increase in value of the company in the current financial year. It is composed as follows:

=

Payout in cash

(25% of the net amount actually earned invested in GEA shares until the SOG target is reached, capped at 200% of the target amount)

=

∅ Share price

(3 months) incl. dividend equivalent

×

×

Relative TSR

(relative Total Shareholder Return (TSR) vs. Companies of DAX 50 ESG, yearly lock-in [weighting 60%])

+

Strategic targets

(strategic targets, incl. ESG targets, yearly lock-in [weighting 40%])

Final count of

= virtual performance

shares

Four-year performance period

(Target achievement 0% - 200%)

STI

Target amount

Modifier

(0.8 - 1.2)

Payout in cash

(25% of the net amount actually earned invested in GEA shares until the SOG target is reached, capped at 200% of the target amount)

LTI

Allocation

of virtual

perfor-

mance

shares

‌General information on the remuneration of the members of the Supervisory Board

In principle, the remuneration of the Supervisory Board members consists solely of fixed remuneration. It does not include a performance-related component.

At the Annual General Meeting of April 27, 2023, the remuneration of Supervisory Board members was increased retroactively to January 1, 2023, and an amended version of section 15 of the Articles of Association was adopted by a majority of 99.57 percent.

Pursuant to section 15(1) of the Articles of Association, each Supervisory Board member receives fixed annual remuneration of EUR 70 thousand payable after the end of each financial year, in addition to the reimbursement of their expenses. The Chairman of the Supervisory Board receives two-and-a-half times and his deputy one-and-a-half times this amount. In accordance with section 15(2) of the Articles of Association, members of the Presiding and Sustainability Committee and the Audit and Cybersecurity Committee each receive an additional EUR 45 thousand and members of the Committee for Innovation and Product Sustainability an additional EUR 35 thousand. The chairs of the committees receive twice the respective amount. No separate remuneration is paid to members of the Mediation Committee or the Nomination Committee. Members who join or leave the Supervisory Board and/or its committees during the year only receive a pro-rated amount of remuneration for the duration of their membership. After the end of the financial year - pursuant to section 15(3) of the Articles of Association - the Supervisory Board members also receive an attendance fee of EUR 1 thousand for each meeting of the Supervisory Board, the Presiding and Sustainability Committee, the Audit and Cybersecurity Committee or the Committee for Innovation and Product Sustainability that they attend. In financial year 2025, the Supervisory Board held ten meetings, the Presiding and Sustainability Committee met seven times, the Audit and Cybersecurity Committee convened on four occasions, the Committee for Innovation and Product Sustainability met twice while the Nomination Committee held two meetings.

In financial year 2023, the Supervisory Board issued a recommendation for the first time that Supervisory Board members commit voluntarily to purchase GEA shares. The majority of Supervisory Board members have voluntarily committed, with effect from financial year 2023, each to use 25 percent of their undisbursed gross remuneration (excluding attendance fees) to acquire GEA shares and to hold them until they leave the Supervisory Board. This purchase obligation applies until a total volume equivalent to a full gross remuneration of the respective Supervisory Board member is reached.

Overview of the past financial year

Personnel

There has been a change in the composition of the Executive Board compared with the previous year. Bernd Brinker resigned from his position on the Executive Board on October 31, 2025. His contract was terminated by mutual agreement at the end of December 31, 2025. The Supervisory Board appointed Alexander Kocherscheidt as the company's new CFO by resolution on October 7, 2025, effective November 1, 2025. Stefan Klebert's contract was extended at the same meeting for another two years until the end of December 2028 before the end of his original executive mandate. Kai Becker, Peter Lauwers, Dr. Nadine Sterley and Klaus Stojentin were also appointed to the Executive Board at the meeting on October 7, 2025, effective January 1, 2026. Johannes Giloth will oversee the dissolution of his executive mandate during a transition period until June 30, 2026, and will subsequently leave the company. His employment contract was terminated by mutual agreement, effective June 30, 2026.

In financial year 2025, the following changes were made to the company's Supervisory Board, which comprises twelve members. The regular election of workers' representatives to the Supervisory Board took place in April, with changes limited to the substitute members. Accordingly, Supervisory Board members Claudia Claas, Roger Falk and Brigitte Krönchen were re-elected as worker's representatives, Nancy Böhning and Rainer Gröbel as trade union representatives and Michael Kämpfert as the representative for management. Their terms of office will run until the regular elections of workers' representatives are concluded in 2030. The Annual General Meeting re-elected Prof. Dr. Jürgen Fleischer, Prof. Dr. Annette Köhler and Holly Lei for terms ending at the close of the Annual General Meeting responsible for passing resolutions on the formal approval of their actions for financial year 2028 on April 30, 2025. After Nancy Böhning resigned from her position on July 5, 2025, Christian van Remmen was appointed to the Supervisory Board by the order of the Düsseldorf Local Court on September 8, 2025. Upon the recommendation of the Nomination Committee, the Supervisory Board will propose to the upcoming 2026 Annual General Meeting that Prof. Dieter Kempf be re-elected as Chairman of the Supervisory Board for another year until the end of the 2027 Annual General Meeting.