Remuneration system for the Supervisory Board

2024

REMUNERATION SYSTEM FOR MEMBERS OF THE SUPERVISORY BOARD

1. BASIC COMPONENTS OF THE REMUNERATION SYSTEM FOR MEMBERS OF THE SUPERVISORY BOARD

In accordance with Section 113 (3) sentences 1 and 2 AktG, the Annual General Meeting of listed companies must pass a resolution on the remuneration of Supervisory Board members at least every four years, whereby a resolution confirming the remuneration is permissible.

The remuneration of the company's Supervisory Board is regulated as follows in Article 15 of the Articles of Association:

"In addition to the reimbursement of their expenses, the members of the Supervisory Board receive a fixed annual remuneration payable after the end of the financial year, which is authorised by resolution of the Annual General Meeting. Supervisory Board members who have only belonged to the Supervisory Board for part of the financial year receive the resolved remuneration pro rata temporis (after full months). The value added tax payable on the remuneration is reimbursed by the company."

On 9 May 2017, the company's Annual General Meeting resolved that the fixed annual remuneration within the meaning of Article 15 of the Articles of Association would amount to €50,000 for each member of the Supervisory Board of CTS Eventim AG & Co. KGaA and €100,000 for the Chairman of the Supervisory Board from the 2017 financial year onwards.

The remuneration for the members of the Supervisory Board, as determined since 2017 on the basis of Article 15 of the Articles of Association, was approved by the company's Annual General Meeting on 7 May 2021 with 99.75% approval.

  1. REMUNERATION OF THE MEMBERS OF THE SUPERVISORY BOARD
    In addition to the reimbursement of their expenses, the members of the Supervisory Board receive a fixed annual remuneration payable after the end of the financial year, which is authorised by resolution of the Annual General Meeting. There is no provision for variable remuneration. Supervisory Board members who have only belonged to the Supervisory Board for part of the financial year receive the resolved remuneration pro rata temporis (after full months).
    From the 2024 financial year, the fixed annual remuneration within the meaning of Article 15 of the Articles of Association amounts to EUR 75 thousand for each member of the Supervisory Board of CTS KGaA and EUR 150 thousand for the Chairman of the Supervisory Board. The members of the Supervisory Board are also covered by the company's Group-wide D&O insurance.
  2. OTHER FEATURES OF THE REMUNERATION SYSTEM
    No additional remuneration is paid for the committee activities of Supervisory Board members. Activities on the Audit Committee and the Personnel and Nomination Committee are covered by the new remuneration level for the Supervisory Board. The reason for this is the small size of the Supervisory Board, which consists of only four members and therefore decides on all Supervisory Board matters as a committee. The activities of the two committees are therefore only of a preparatory nature. An attendance fee is also not paid due to the flat-rate nature of the fixed remuneration and the small size of the Supervisory Board.

3 Remuneration system 2024

  1. PROCESS OF ESTABLISHING, IMPLEMENTING AND REVIEWING THE REMUNERATION SYSTEM
    The remuneration regulations and the remuneration system for the Supervisory Board are regularly reviewed for appropriateness by the general partner and the Supervisory Board. A market comparison is carried out and, in particular, changes in the corporate environment, the overall economic situation and strategy of the company, changes and trends in national and international corporate governance standards are taken into account. If necessary, external experts are consulted. Due to the special nature of board activities, a comparison with the remuneration of company employees is generally not meaningful and is therefore not undertaken. At least every four years, the Annual General Meeting passes a resolution on the remuneration of Supervisory Board members. The Annual General Meeting can also confirm the existing remuneration system.
  2. COMPLIANCE WITH THE GERMAN CORPORATE GOVERNANCE CODE (GCGC)
    The remuneration system for the members of the Supervisory Board takes into account the recommendations and suggestions of the German Corporate Governance Code in the version dated 28 April 2022 regarding the remuneration of the Supervisory Board. The members of the Supervisory Board receive remuneration that is commensurate with their duties and the situation of the company. The higher time commitment of the Chairman of the Supervisory Board is appropriately taken into account in the remuneration. The remuneration consists of fixed remuneration.

Remuneration system 2024

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CTS Eventim AG & Co. KGaA published this content on 02 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 April 2024 12:46:09 UTC.