Invitation to the virtual Annual General Meeting

June 5, 2024

3 Compensation Report

Annual General Meeting

  • Virtual Annual General Meeting without the Physical Presence of Shareholders 1 -

of GERRESHEIMER AG, Duesseldorf

Gerresheimer AG

Duesseldorf

German Securities Identification Number (WKN) A0LD6E

International Securities Identification

Number (ISIN) DE000A0LD6E6

Convocation of Annual General Meeting

Gerresheimer AG, Duesseldorf, hereby convokes its Annual General Meeting for 2024, which will take place on

Wednesday, June 5, 2024, commencing at 10:00 hrs (CEST),

as a Virtual Annual General Meeting without the physical presence of shareholders or their proxies at the venue of the Annual General Meeting. The venue of the Annual General Meeting within the meaning of the German Stock Corporation Act (AktG) is Maritim Hotel Düsseldorf, Maritim Platz 1, 40474 Duesseldorf.

Please refer to the further information in the section "II. Further information on the convening and holding of the Annual General Meeting."

1 The form used throughout this report is representative of persons of any gender.

  1. AGENDA
  1. Presentation of the adopted Annual Financial Statements of Gerresheimer AG and of the approved Consolidated Financial Statements, each as of November 30, 2023, of the Combined Management Report of Gerresheimer AG and the Group and of the Report of the Supervisory Board for the financial year 2023 (December 1, 2022 - November 30, 2023)
    The documents referred to under agenda item 1 will be made available on the Internet before and during the virtual Annual General Meeting at
    https://www.gerresheimer.com/agm
    They will be explained during the Annual General Meeting by the Chief Executive Officer, and the Report of the Supervisory Board will be explained by the Chairman of the Supervisory Board.
    The Supervisory Board has approved the Annual Financial Statements and the Consolidated Financial Statements prepared by the Management Board. The Annual Financial Statements are thus adopted in accordance with § 172 sentence 1 AktG. The Annual General Meeting therefore does not need to pass a resolution on this agenda item 1.
  2. Resolution on appropriation of the retained earnings
    The Management Board and Supervisory Board propose that the retained earnings of Gerresheimer AG for the financial year 2023

in the total amount of

EUR 192,277,585.60

be appropriated as follows:

Distribution to the shareholders by payment of a

dividend of EUR 1.25 per dividend-entitled

share (34,540,000 shares)

EUR 43,175,000.00

Carried forward

EUR 149,102,585.60

Dividend entitlements are payable on June 10, 2024.

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  1. Resolution on formal approval of the actions of the members of the Management Board
    The Management Board and Supervisory Board propose that formal approval be granted to the members of the Management Board who held office during the financial year 2023 for their actions in the period.
  2. Resolution on formal approval of the actions of the members of the Supervisory Board
    The Management Board and Supervisory Board propose that formal approval be granted to the members of the Supervisory Board who held office during the financial year 2023 for their actions in the period.
  3. Resolution on election of the auditor
    A change of auditor at the company is required by law in the 2024 financial year. The company has carried out a selection process on the basis of Article 16 (3) of the EU Audit Regulation. Accordingly, the Audit Committee recommended to the Supervisory Board, stating reasons, to propose to the
    Annual General Meeting that either KPMG AG Wirtschaftsprüfungsgesellschaft, Düsseldorf, or PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, be elected as auditor and Group auditor for the 2024 financial year and as auditor for any review of the condensed financial statements and interim management report for the Group contained in the 2024 half-year financial report. The Audit Committee informed the Supervisory Board of its reasoned preference for KPMG AG Wirtschaftsprüfungsgesellschaft, Düsseldorf. The Audit Committee has also declared that its recommendation is free from undue influence by third parties and that no clause restricting the selection options within the meaning of Article 16 (6) of the EU Audit Regulation has been imposed on it.
    Based on the recommendation of the Audit Committee, the Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Duesseldorf, be elected as auditor for Gerresheimer AG and the Group for the financial year 2024 (December 1, 2023 - November 30, 2024), and as auditor for any review of the condensed financial statements and of the interim management report for the first half year of the financial year 2024.

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  1. Approval of the Compensation Report prepared and audited in accordance with § 162 AktG for the financial year 2023 (December 1, 2022 - November 30, 2023)
    In accordance with § 162 AktG, the Management Board and the Supervisory Board have prepared the report on the remuneration granted and owed to each individual current or former member of the Management Board and Supervisory Board of the Company and the companies of the same group in the financial year 2023. The Compensation Report was audited by the auditor pursuant to § 162 (3) AktG to assess whether the disclosures required in accordance with § 162 (1) and (2) AktG are contained in the report. The Compensation Report and the attached auditor's report are reproduced in the
    Annex to this agenda item.
    In accordance with § 120a (4) sentence 1 AktG, the annual general meeting of a listed company is required to resolve to approve the compensation report prepared and audited pursuant to § 162 AktG for the preceding financial year.
    The Management Board and the Supervisory Board propose that the Compensation Report prepared and audited in accordance with § 162 AktG for the financial year 2023, which is attached as an Annex to this agenda item 6, be approved.
  2. New elections to the Supervisory Board
    The term of office of the following members of the Supervisory Board elected by the Annual General Meeting ends at the close of the Annual General Meeting on June 5, 2024: Dr. Karin Louise Dorrepaal, Dr. Peter Noé, and Mr. Udo J. Vetter. They are no longer available for re-election. New elections to the Supervisory Board are therefore necessary.
    In accordance with § 8 (1) of the Company's Articles of Association, as well as
    §§ 96 (1) and 101 (1) AktG in conjunction with § 7 (1) Sentence 1 No. 1 of the German Codetermination Act (MitbestG), the Supervisory Board consists of six members elected by the Annual General Meeting and six members elected by the employees. Pursuant to § 96 (2) Sentence 1 AktG, the Supervisory Board must comprise at least 30% women and 30% men. The law requires the minimum quota to be met by the Supervisory Board as a whole. However, based on a resolution adopted by them, the shareholder representatives have lodged an objection with the Chairman of the Supervisory Board pursuant to § 96 (2) Sentence 3 AktG with regard to the fulfillment of the minimum quota by the Supervisory Board as a whole. As a result, the Supervisory Board must comprise at least two women and at least two men from both the shareholder representative side and the employee side in order to comply with the statutory

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minimum quota under § 96 (2) Sentence 1 AktG. The election of the candidates proposed below would meet the minimum quota.

The Supervisory Board proposes that the following persons be elected to the Supervisory Board on an individual basis as shareholder representatives with effect from the end of this Annual General Meeting:

7.1 Dr. Sidonie Golombowski-Daffner,

resident in Eching, member of the Supervisory Board of Paul Hartmann AG, former Chairperson and President of Advanced Accelerator Applications SA, France, for a period until the end of the Annual General Meeting that resolves on the formal approval of the actions of the Supervisory Board for the financial year 2027;

7.2 Dr. Dorothea Wenzel,

resident in Darmstadt, Supervisory Board member and member of control boards of various foreign business enterprises, former Executive Vice President at Merck KGaA, for a period until the end of the Annual General Meeting that resolves on the formal approval of the actions of the Supervisory Board for the financial year 2027;

7.3 Dr. Christoph Zindel,

resident in Röttenbach, member of the Supervisory Board of Fresenius SE & Co. KGaA, former member of the Managing Board of Siemens Healthineers AG, for a period until the end of the Annual General Meeting that resolves on the formal approval of the actions of the Supervisory Board for the financial year 2027.

The nominations by the Supervisory Board are based on the recommendations of its Nomination Committee. These proposals support the continued implementation of the concept for the gradual renewal of the shareholder representatives on the Supervisory Board from 2022.

The nominations take into account the goals set by the Supervisory Board with regard to its composition and aim to ensure that all members meet the skills profile developed by the Supervisory Board. The goals and skills profile were resolved by the Supervisory Board and are published in the Corporate Governance Statement for the financial year 2023, including the status of implementation as of November 30, 2023. The Corporate Governance Statement is included in the 2023 Annual Report and is part of the documents referred to under agenda item 1, which are available at

https://www.gerresheimer.com/agm

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The Supervisory Board does not believe that there are any personal or business relationships between the proposed candidates, on the one hand, and Gerresheimer AG or its Group companies, the Management Board and Supervisory Board of Gerresheimer AG, or a major shareholder of Gerresheimer AG, on the other, that a shareholder taking an objective view would regard as significant for their voting decision.

The Supervisory Board has also obtained assurances that the proposed candidates can each devote the expected amount of time. The candidates' resumes and other information on the nominations for election can be found below under "Additional information on agenda item 7." This also includes details of memberships of other statutory supervisory boards and similar control boards. All the information is additionally available on the Company's website at

https://www.gerresheimer.com/agm

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Attachment to Agenda

Attachment on agenda item 6: Compensation Report

Compensation Report

This compensation report presents the main principles of the remuneration system of the Gerresheimer AG Management Board and Supervisory Board. In addition, the report also outlines the remuneration granted and owed in the financial year 2023 to each current and former member of the Management Board and Supervisory Board. The report complies with the requirements of the German Stock Corporation Act (Aktiengesetz, AktG). Detailed information on the remuneration systems for members of the Gerresheimer AG Management Board and the Supervisory Board is available on the website at www.gerresheimer.com/en/company/investor-relations/corporate-governance.

For reasons of readability, the masculine form is used when referring to positions in this report and is representative of persons of any gender.

Remuneration for Members of the Management Board

Principles, structure, and components

The current remuneration system was approved by the Annual General Meeting on June 9, 2021, by a majority of 90.4%. It has applied to the current members of the Management Board since December 1, 2021. The system creates incentives for a successful implementation of the Group strategy and the long-term development of the Gerresheimer Group, in accordance with the German Stock Corporation Act and the recommendations of the German Corporate Governance Code (GCGC), as amended on December 16, 2019. The Supervisory Board also aims to structure Management Board remuneration in such a manner as to ensure that it is market- oriented and competitive, so that Gerresheimer AG can attract competent and dynamic Management Board members. The appropriateness of the remuneration system has been confirmed by Korn Ferry, an independent, external remuneration advisor.

Overall remuneration for members of the Management Board is made up of non- performance-based and performance-based components. The performance-based component consists of a short-term,one-year element and long-term,multi-year remuneration. The Presiding Committee of the Supervisory Board, which, as of November 30, 2023, comprised the Chairman of the Supervisory Board, Dr. Axel Herberg; the Deputy Chairman, Francesco Grioli; Markus Rocholz; and Dr. Peter Noé sets annual targets for the total remuneration of the individual members of the Management Board prior to or at the start of the financial year. The remuneration components are explained in further detail in this report.

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When setting targets for performance-based remuneration, the Supervisory Board may take into consideration extraordinary events over the course of the year that have an effect on the global economy, such as economic or healthcare crises. The Supervisory Board will report on such adjustments fully and transparently.

In the financial year 2023, the Supervisory Board had no reason to exercise its authority to withhold or reclaim variable remuneration components.

Members of the Management Board also have directors and officers insurance, which includes a deductible in accordance with § 93 (2) Sentence 3 AktG.

If members of the Management Board take on Supervisory Board or other mandates at Gerresheimer AG subsidiaries or affiliated companies thereof, no separate remuneration will be granted for said mandates.

Non-performance-based remuneration

Basic salary

Each member of the Management Board receives a fixed basic salary paid in twelve equal monthly installments.

Fringe benefits

Members of the Management Board receive various non-cash fringe benefits, including contributions to group accident insurance and a company car that is also available for personal use.

Pension contribution

In place of a company pension, current members of the Management Board receive a pension contribution in the form of an annual cash amount to be used at their free disposal for their private pension provision. This pension contribution amounts to 30% of the respective basic salary. It is paid in twelve equal monthly installments, together with the basic salary.

Performance-based remuneration

Short-termvariable remuneration (short-termincentive, STI) Short-term variable remuneration (short-term incentive, STI) is linked to the level of achievement of operating and sustainability- related targets set by the Supervisory Board. Those targets are derived from the corporate planning approved by the Supervisory Board. The financial targets refer to differently weighted key performance indicators in the Gerresheimer Group's financial performance system: Revenues (weighting: 20%), adjusted EBITDA (weighting: 65%), and net working capital (weighting: 15%). The net working capital target component is calculated as average net working capital as a percentage of revenues.

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When all financial target values are achieved, the preliminary payout amount is 50% of the basic salary. The preliminary payout amount is capped at 70% of the basic salary.

Achievement of financial targets is calculated on the basis of actual currency- adjusted figures derived from the audited Consolidated Financial Statements.

The sustainability-related targets are derived from equally weighted key performance indicators in the areas of environment (environ- mental protection), social (social components), and governance (sustainable corporate management). These targets are taken from the sustainability strategy of the Gerresheimer Group: Share of electricity from renewable sources (environment), number of occupational accidents per 1 million work hours (lost-time incident rate) and hours of voluntary training per employee (both targets weighted equally at 50% for social), and the sustainability ranking by EcoVadis, a leading provider of sustainability ratings (governance). The sustainability-related targets are linked to the operating targets through the ESG factor; the preliminary payout amount for the operating targets is multiplied by the ESG factor. The ESG factor is calculated on the basis of the level of achievement of the three ESG targets and is between 0.8 and 1.2.

The final payout amount is capped at 84% of the basic salary.

The STI works as follows:

The following table shows target achievement of individual STI components in the financial year 2023:

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Gerresheimer AG published this content on 23 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2024 07:19:08 UTC.