EUROKAI GmbH : Remuneration Report of the EUROKAI Group 2022,

Remuneration Report of the EUROKAI Group 2022

This Remuneration Report explains in all material respects the remuneration of the Management Board and, for the members of the Supervisory Board, the remuneration as specified in the Articles of Association, including the remuneration system.

The basis for preparation is the German Stock Corporation Act (Aktiengesetz - AktG), in particular the required disclosures pursuant to Section 162 AktG as amended by the German Act Implementing the Second Shareholder Rights Directive (ARUG II), as well as the requirements of the German Commercial Code (HGB) and the recommendations of the German Corporate Governance Code as amended on 28 April 2022 ("Code").

Review of the 2021 remuneration year

The Remuneration Report prepared by EUROKAI GmbH & Co. KGaA pursuant to Section 162 AktG for the first time for the 2021 financial year was approved at the General Meeting on 9 June 2022 with a majority of 99.9% of the votes cast.

The Management Board together with the Supervisory Board view this clear vote as confirmation of the format used for the 2021 remuneration report. This format will therefore in principle be retained for the present report.

Remuneration of the Management Board in financial year 2022

EUROKAI GmbH & Co. KGaA is a German partnership limited by shares, with Kurt F.W.A. Eckelmann GmbH as sole Personally Liable General Partner, which conducts the business of the KGaA. Kurt F.W.A. Eckelmann GmbH is represented by its Managing Directors, Mr Thomas H. Eckelmann (Chairman) and Ms Cecilia Eckelmann-Battistello.

The personally liable managing partner of a KGaA can in many respects be compared to the management board of a stock corporation (AG). Section 283 AktG therefore rules that a number of provisions governing the management board of a stock corporation shall apply mutatis mutandis to the personally liable general partner of a KGaA. The fundamental difference between an AG and a KGaA is that the personally liable general partner of a KGaA

• contrary to the management board of an AG pursuant to Section 84 AktG - is not appointed by its supervisory board; rather, it is a shareholder. Thus, the supervisory board of a KGaA does not have powers to appoint or dismiss personnel or determine the remuneration system or actual remuneration. Furthermore, special provisions apply if the personally liable general partner is not a natural person but an enterprise, such as in the case of EUROKAI GmbH & Co. KGaA a private limited company (GmbH). In this case, the internal regulations of the GmbH apply with respect to the appointment and dismissal of the managing directors of the GmbH and to the terms of their employment contracts. In the present case, the Managing Directors of Kurt F.W.A. Eckelmann GmbH are appointed and dismissed by its Administrative Board. The latter also concludes the senior executive agreements with the Managing Directors and determines the assignment of duties/rules of procedure of the Management Board.

Thus, the Supervisory Board can neither pass a resolution on a remuneration system for the remuneration of the Management Board pursuant to Section 87a AktG, nor can it be submitted to the General Meeting for approval pursuant to Section 120a (1) AktG.

In accordance with Section 162 in conjunction with Section 278 (3) AktG, the Management Board of the Personally Liable General Partner and the Supervisory Board of EUROKAI GmbH

• Co. KGaA have a duty under Section 290 HGB to prepare a report on the remuneration
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granted and owed in respect of the past financial year to each current or former member of the Management Board or management of the parent and of the companies within the same Group.

The Management Board of the Personally Liable General Partner receives no compensation for its activities from EUROKAI GmbH & Co. KGaA. Neither does it receive remuneration from the Personally Liable General Partner, as the latter's Administrative Board has not made use of its option to determine remuneration.

The situation is rather different in respect of the fully consolidated CONTSHIP Italia (Melzo/Milan, Italy) sub-group, in which EUROKAI GmbH & Co. KGaA directly holds 66.6% of the shares and a further indirect 16.7% shareholding via the 50% equity interest in the EUROGATE Group, Bremen (in which BLG Logistics Group AG & Co. KG, Bremen, a company owned by the Free Hanseatic City of Bremen, also holds 50%), thus, calculated proportionally, bringing its total shareholding to 83.3%. In respect of their activities there, the Managing Directors of the Personally Liable General Partner receive remuneration from Contship Italia S.p.A. and its subsidiaries.

Ms Cecilia Eckelmann-Battistello is President of the Board of Directors of Contship Italia S.p.A. and a Member of the Board of Directors at three subsidiaries of Contship Italia S.p.A. and Mr Thomas H. Eckelmann is a Member of the Board of Directors of Contship Italia S.p.A. and President of the Board of Directors at two subsidiaries of Contship Italia S.p.A.

Separate disclosure of the remuneration of the Managing Directors

The amounts listed below constitute the fixed and variable remuneration components "granted and owed" in the respective financial year by Contship Italia S.p.A. and its subsidiaries pursuant to Section 162 (1) sentence 1 AktG. This exclusively relates to fixed remuneration components. Ms Cecilia Eckelmann-Battistello receives remuneration for the respective financial year no later than 1 July of the same year, Mr Thomas Eckelmann receives one quarter of the total remuneration at the middle of each quarter.

Remuneration of the Managing Directors	2022
by the CONTSHIP Italia Group	EUR
Thomas H. Eckelmann	162,500.00
Cecilia E.M. Eckelmann-Battistello	572,700.00
Total	735,200.00

Comparative presentation of the remuneration and earnings development

The following table shows a comparative presentation of the annual change in the benefits granted and owed to the current Managing Directors of the Personally Liable General Partner, the development of the company's earnings and the remuneration of employees on a full-time equivalent basis pursuant to Section 162 (1) sentence 2 AktG, whereby the latter is based on the average wages and salaries of all employees (in relation to all areas of activity) of the fully consolidated CONTSHIP Italia Group sub-group, since EUROKAI GmbH & Co. KGaA has no employees of its own.

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No remuneration was granted or owed to former Managing Directors.

Ms Cecilia Eckelmann-Battistello received remuneration from companies of the CONTSHIP Italia Group totalling EUR 572.7 thousand in 2022. In addition to the unchanged fixed remuneration of EUR 542.5 thousand for her activities as President of the Board of Directors of Contship Italia S.p.A., this amount also included the unchanged fixed remuneration in respect of her duties as a Member of the Board of Directors at three subsidiaries of Contship Italia S.p.A. in the amount of EUR 30.2 thousand.

Mr Thomas H. Eckelmann received remuneration from companies of the CONTSHIP Italia Group totalling EUR 162.5 thousand in 2022. In addition to the unchanged fixed remuneration of EUR 57.5 thousand for his activities as a Member of the Board of Directors of Contship Italia S.p.A., this amount also included the unchanged fixed remuneration in respect of his duties as President of the Board of Directors at two subsidiaries of Contship Italia S.p.A. in the amount of EUR 105 thousand.

Comparative presentation of the
remuneration of the Managing
Directors	2022	Change	2021	Change	2020
		2021/2022		2020/2021
by the CONTSHIP Italia Group	EUR	in %	EUR	in %	EUR
Thomas H. Eckelmann	162,500.00	0.0	162,500.00	0.0	162,500.00
Cecilia E.M. Eckelmann-Battistello	572,700.00	0.0	572,700.00	0.0	572,700.00

Total

735,200.00

0.0

735,200.00

0.0

735,200.00

Earnings development of
EUROKAI GmbH & Co. KGaA
Net income for the period in accordance
with the German Commercial Code (HGB)	20,524,114.80	67.8	12,232,212.76	-22.6	15,806,475.38
Consolidated profit for the year in
accordance with IFRSs	113,537,061.87	19.5	95,001,375.60	410.7	-30,577,991.55
(2020: consolidated loss for the year)
Change in employee remuneration
Change in employee remuneration of
employees of the CONTSHIP Italia Group on
a full-time equivalent basis	58,202.00	-2.0	59,413.001	0.5	59,110.00

• The Remuneration Report 2021 stated the average employee remuneration of the employees of the CONTSHIP Italia Group for 2021 as EUR 60,520.00. This included non-adjustedone-off factors from non- recurring restructuring expenses in the amount of EUR 944 thousand. In the present version this has been corrected to EUR 59,413.00.

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The change in employee remuneration of the CONTSHIP Italia Group employees was determined by adjusting for one-off effects in connection with the utilisation of non-recurring restructuring expenses and similar expenses.

Remuneration of the Supervisory Board in financial year 2022

Approval of the remuneration system by the General Meeting

Pursuant to Section 113 (3) sentences 1 and 2 AktG as amended by the German Act Implementing the Second Shareholder Rights Directive (ARUG II), the general meeting of listed companies must adopt a resolution on the remuneration of the members of the supervisory board at least every four years, whereby a resolution confirming the remuneration is permissible.

Such a resolution was adopted by the General Meeting on 9 June 2021. The remuneration system for the members of the Supervisory Board was approved with 99.99% of the votes cast.

Principles of the remuneration system

The remuneration of the Supervisory Board is regulated exclusively by Section 13 of the company's Articles of Association which are permanently available on the Internet at www.eurokai.de/Das-Unternehmen/Gesellschaftsstruktur. There are no subsidiary or supplementary agreements. Entitlement to remuneration shall fall due at the end of the financial year; this shall not apply to the entitlement to reimbursement of expenses. If a Supervisory Board member resigns from the Supervisory Board during the course of the financial year, they shall be entitled to receive the remuneration components attributable to the period up until termination of the mandate.

(1)	Fixed remuneration Supervisory Board	Chairman: EUR 45,000.00
		Deputy Chairman: EUR 22,500.00
		Member: EUR 15,000.00
(2)	Fixed remuneration Audit Commitee	Chairman: EUR 4,000.00
		Member: EUR 2,000.00
(3)	Attendance fees	For each Supervisory Board meeting attended, Supervisory Board members receive an
		attendance fee in the amount of EUR 500.00
		No attendance fee is paid for meetings of the Audit Commitee.
(4)	Expenses, VAT	Necessary out-of-pocket expenses and, where applicable, any statutory value-added tax on
		the benefits shall be reimbursed by the company.
(5)	Maximum remuneration	There is no qualified maximum remuneration amount. The upper limit is derived from the
		sum of the existing fixed remuneration, attendance fees, erxpenses and any value-added tax.

The members of the Supervisory Board receive remuneration appropriate to their tasks and the position of EUROKAI GmbH & Co. KGaA. The remuneration system for the members of the Supervisory Board of the parent provides for a purely fixed remuneration plus an attendance fee without variable or share-based components.

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In the opinion of the Personally Liable General Partner and the Supervisory Board, the fixed remuneration arrangement - which follows a suggestion under G.18 of the Code - best ensures the independence of the Supervisory Board members and the impartial discharge of their advisory and supervisory duties, regardless of the business performance of the company. Effective and independent provision of advice and supervision by the Supervisory Board in turn makes an important contribution to promoting the business strategy and long-term development of EUROKAI GmbH & Co. KGaA.

The level of the fixed remuneration is based in principle on the recommendations of the Code both in the version of 16 December 2019 and in the currently valid amended version dated 28 April 2022 and is structured according to the tasks assumed by the respective member on the Supervisory Board and its committees. This is intended to appropriately reflect additional tasks and responsibilities assumed by the members. In the opinion of the Supervisory Board and the Personally Liable General Partner, the level of Supervisory Board remuneration to date is appropriate and in line with the market - also in comparison to other listed companies.

The remuneration of the Supervisory Board is reviewed by the Supervisory Board and the Personally Liable General Partner regularly, at least every four years, in particular to determine whether the level and structure of the remuneration are still in line with the market, take appropriate account of the tasks of the Supervisory Board and the position of the company, and comply with the legal requirements and recommendations of the Code (G.II.). In doing so, consideration is also given to the remuneration regulations in comparable companies (horizontal comparison). The Supervisory Board and the Personally Liable General Partner may call upon independent external remuneration experts to evaluate whether the remuneration is appropriate.

Where the review demonstrates a need for change, the Supervisory Board and the Personally Liable General Partner shall submit a corresponding resolution proposal to the General Meeting on the Supervisory Board remuneration.

The last resolution confirming the remuneration and the remuneration system for the members of the Supervisory Board was passed at the General Meeting on 9 June 2021. The most recent increase in the remuneration was resolved by the General Meeting of 27 May 2019, giving rise to the presently valid wording of Section 13 (1) of the Articles of Association.

These regulations ensure that the company will continue to be in a position to attract and retain qualified candidates for the Supervisory Board in the future.

The forthcoming review will need to take into account the growing importance given to sustainability issues in the past several years. This concerns information relating to environmental, social and organisational aspects of corporate governance (ESG). Recently, on 5 January 2023, the Corporate Sustainability Reporting Directive - CSRD (EU) 2022/2464 came into force, which must be implemented in national law within 18 months. This stipulates that in future sustainability reporting will replace the currently valid non-financial statement and will form an obligatory part of the management commentary, thus requiring the audit (assurance) of reported information. This imposes a corresponding audit obligation on the Supervisory Board. Overall, the Directive considerably increases the reporting and audit obligations of the Management Board, which, in turn, entails corresponding audit obligations of the Supervisory Board. While the CSRD has not yet been incorporated into German law, it is already having a de facto impact in that the Code has been significantly amended to take account of it. Thus, for example, Recommendation A.1 now explicitly states that the Management Board shall systematically identify and assess the risks and opportunities associated with social and environmental factors, as well as the ecological and social impacts of the enterprise's activities. Monitoring compliance with this is one of the tasks of the Supervisory Board (Principle 6 of the Code). These changes have significantly expanded the

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