Ströer : Remuneration Report of Ströer SE & Co. KGaA for 2023

REMUNERATION REPORT OF STRÖER SE & CO. KGAA FOR 2023

Ströer SE & Co. KGaA (the 'Company') is a German publicly listed partnership limited by shares. It does not itself have a Board of Management. The general partner is Ströer Management SE, an entity that is not listed on a stock exchange. The Board of Management of Ströer Management SE conducts the business of this entity and thereby indirectly also that of Ströer SE & Co. KGaA.

The Company's remuneration report pursuant to section 162 of the German Stock Corporation Act (AktG) is presented below. It describes the remuneration granted and owed individually to the current and former members of the Board of Management and the Supervisory Board of the general partner (Ströer Management SE) and the Supervisory Board of Ströer SE & Co. KGaA in 2023.

This report has been prepared jointly by the general partner and the Supervisory Board of Ströer SE & Co. KGaA in line with the AktG requirements. With the aim of transparency, it includes allnecessary and recommended disclosures on the structure and amount of the remuneration of the Board of Management and Supervisory Board. The remuneration report is formally reviewed by the auditor in accordance with section 162 AktG and will be submitted for approval by the annual shareholder meeting on July 5, 2023. The remuneration report for 2022 was submitted to the annual shareholder meeting on July 5, 2023 in accordance with section 162 AktG. It was approved by the meeting in accor- dance with section 120a AktG.

This report, including the enclosed assurance report by the auditor, is also published on the website of Ströer SE & Co. KGaA athttps://ir.stroeer.com/investor-relations/financial-reports/.

Cologne, March 22, 2024

On behalf of the Supervisory Board

Christoph Vilanek

Chairman of the Supervisory Board of Ströer SE & Co. KGaA

On behalf of the general partnerUdo Müller Co-CEO of Ströer Management SE

Henning Gieseke CFO of Ströer Management SE

Christian Schmalzl Co-CEO of Ströer Management SE

Review of 2023 focusing on remuneration of the Board of Management

Overall, 2023 was a good year for the Ströer Group. We increased our revenue to around EUR 1.9b and achieved a record level of EBITDA (adjusted) of EUR 569m, all in the face of challenging economic conditions both at home and abroad. Persistently high energy costs, surging wages, and comparatively high inflation, coupled with international crises gave rise to a difficult and fast- changing operating environment but our OOH+ strategy and focus on Germany once again proved their worth, especially in our core business.

Strategy and remuneration of the Board of Management

We are one of the leading media enterprises in Germany and marry the pursuit of customer satisfaction with long-established sustainable and environmentally friendly business practices. Two key components of our 2030 sustainability strategy, efficiency and innovation, have always been part of our business model. The sustainability strategy combines our business strategy with envi- ronmental awareness and climate change mitigation, community- based approaches, and corporate governance aspects.

As our sustainability-oriented mindset can best be embedded in a meaningful way by making it a long-term pillar of corporate strategy with a direct link to the core business, these aspects must also be reflected in the remuneration of the Board of Management. Through approaches such as appropriate incentives for increasing earnings and revenue, the current remuneration system already encourages the Board of Management to implement the corporate strategy and generate lasting business growth. To maximize value

added, the one-year variable remuneration is heavily focused, for example, on generating cash, whereas the multi-year variable remuneration reflects an emphasis on consolidating and enhancing our infrastructure and market position over the long term. The new remuneration system introduces environmental, social, and corporate governance (ESG) targets, encompassing further key aspects of sustainability and stakeholder interests.

Board of Management remuneration: overview and key changes

The remuneration system for the Board of Management satis- fies AktG requirements and is based on the recommendations set out in the German Corporate Governance Code. It is a major factor in helping to promote corporate strategy and the long- term growth of the Company.

In response to global trends and new regulations, the Supervisory Board of the general partner decided in 2022 to revise the remuneration system for the members of the Board of Management, so that there will now be an even stronger connection with sustainability and corporate strategy and a greater focus on the long term.

The previous remuneration system, which applied to all members of the Board of Management for the last time in 2023, consisted of a basic salary, fringe benefits, and variable remuneration, the latter comprising one-year variable remuneration (short-term incentive, STI) and multi-year variable remuneration (long-term

incentive, LTI). This proven pay-for-performance model is generally retained in the new, revised remuneration system. The system adjustments decided by the Supervisory Board of the general partner mainly relate to the structure of the variable remuneration components and satisfy the relevant requirements for the latest generation of remuneration systems:

• • Clear focus on corporate strategy

• • Simple, straightforward, and transparent approach

• • Significant reference to capital markets

• • Standard yet competitive system

• • Satisfaction of regulatory requirements

Ströer SE & Co. KGaA is aiming to ensure that the business has an even greater focus on sustainability, social responsibility, and corporate governance going forward. Environmentally friendly practices and long-term profitable growth are equally of the utmost importance. The new remuneration system for the members of the Board of Management, particularly the structure of the variable remuneration components and the selection of performance targets, is a key factor in support of these strategic objectives.

Overview of the main changes to the remuneration system

2023 structure

Future structure

Variable

Stock optionsPerformance cash plan

Cash-based plan switched to a share-based plan

Performance (phantom)

share plan

elbairaVESG performance criteria added

Short-term incentive

Fixed

Fringe benefitsBasic salaryFringe benefitsBasic salary

dexiF

The new system will be used for new and extended employ- ment contracts from now on. The current members of the Board of Management have grandfather rights and were thus still remunerated using the previous system in 2023. From 2024, the new remuneration system will apply to all members of the Board of Management.

The table below details the remuneration system used in 2023:

Board of Management remuneration system in 2023

Remuneration component

Fixed remuneration components

Basic salary

Fixed annual salary paid in twelve equal amounts at month-end

Fringe benefits

Variable remuneration components

Short-term IncentiveLong-term Incentive

Other benefits

Non-compete clause, related compensationMembers of the Board of Management are not permitted to involve themselves in any competing activities for a period of two years after their employ-ment contracts come to an end. For the period of this prohibition, they are paid compensation equating to half of the benefits last received under their respective contracts.

Change of controlMalus/clawback provisions

2023 structure

Future structure

Certain customary benefits, e. g. company cars

No change to the system

No change to the systemPlan type: Annual target bonus

Performance criteria: Cash flows from operating activities (100%)

Cap: 200% of the target amount

Payment: In cash in the month following approval of the consolidated financial statements for the financial year in question

Plan type: Annual target bonus

Performance criteria: - Cash flows from operating activities (100%)

- ESG targets (multiplier: 0.8-1.2)

Cap: 240% of the target amount

Payment: In cash in the month following approval of the consolidated financial state-ments for the financial year in question

Promotes the stra-tegic objective of profitable growth and now also the importance of the environmental, social, and corporate gover-nance factors.

Ensures an appro-priate basic income based on the roles and responsibilities of the relevant member of the Board of Management.

Plan type: Performance cash plan Performance criteria: - ROCE (50% pro rata)

- Organic revenue growth (50% pro rata)

Cap: Varies according to member of the Board of Management (200%/300% of the target amount) Measurement period: Three years forward-looking Payment: In cash in the month following approval of the consolidated financial statements for the final year of the performance period

Plan type: Stock options Performance criteria: - Operating EBITDA - Share price

Cap: 300% of potential profit Measurement period:

Four-year holding period, three- or four-year exercise period

Payment: In cash or shares

Plan type: Performance phantom share plan

Performance criteria: - ROCE (50% pro rata)

- Organic revenue growth (50% pro rata)

- Inclusion of share price performance

Cap: 300% of the target amount

Measurement period: Four years forward-looking Payment: In cash in the month following approval of the consolidated financial state-ments for the final year of the performance period

No change to the systemNo commitments have been entered into to pay bene-No change to the system fits to a member of the Board of Management who prematurely terminates his or her employment contract as a consequence of a change of control.

There are no malus/clawback provisions.

Malus/clawback provisions introduced

Objective

Promotes the stra-tegic objective of competitive growth and ensures that the incentives have a long-term impact on conduct. Going forward, the new structure will have an even stronger refer-ence to the capital markets and take even greater account of the long-term interests of investors.

Board of Management remuneration system in 2023

Remuneration component

Maximum remuneration

Absolute maximum amount

Maximum remuneration that can be granted for 2023Amount that can be received:

2023 structure

(excluding stock options): Udo Müller: EUR 5,860,000 Christian Schmalzl: EUR 4,857,000 Henning Gieseke: EUR 1,300.000

Co-CEOs: EUR 7,000,000 Ordinary members of the Board of Management: EUR 3,000,000

Future structure

Objective

Adoption of a resolution to approve the remu-neration system for the members of the Board of Management

The new remuneration system was submitted to the annual shareholder meeting on September 3, 2021 in accordance with section 120a (1) AktG and approved by a majority of 87.5%.

Changes to the composition of the Board of Management

There were no changes in the composition of the Board of Management in 2023. The Board of Management is composed of three members.

Basic principles for setting remuneration

Specifying target remuneration

The Supervisory Board of the general partner specified the amount of target remuneration for the individual members of the Board of Management based on the previous remuneration system. The following principles were taken into account when specifying the target remuneration. The total target remuneration had to be commensurate with the responsibilities and activities of the member of the Board of Management concerned and also take account of the position, market environment, and perfor- mance of the Company. Particular care was taken to ensure that the amount of remuneration was in all cases both appropriate and typical for the market. The absolute target amounts were determined on the basis of the differing demands placed on each Board of Management function, which meant that the target remuneration varied between the individual Board of Management members.

The remuneration of the Board of Management comprises fixed and variable components. Variable remuneration is linked to the attainment of previously defined targets. If these targets are surpassed, the remuneration may rise up to a predetermined cap. Within variable remuneration, the long-term component accounts for a greater proportion than the short-term component.

The following tables show the contractual target remuneration for the members of the Board of Management, together with the remuneration structure as a percentage of the total remuneration for 2023.

Target remuneration in 2023 for the individual members of the Board of Management and percentage breakdown

Co-CEO, member of the Board of

Management since 2002

EUR k

Basic salary Fringe benefits Pension payment

Total fixed remuneration

2023 one-year variable remuneration

Multi-year variable remuneration

Total variable remuneration

Other (e.g. severance payment) Service cost for occupational pension plan

Total remuneration

EUR k	2023	2023 (%)
Basic salary	1,420	44.2
Fringe benefits	40	1.3
Pension payment	0	0.0
Total fixed remuneration	1,460	45.5
2023 one-year variable remuneration	850	26.5
Multi-year variable remuneration
LTI1 (2023-2025 revenue growth)	450	14.0
LTI2 (2023-2025 EBIT/ROCE)	450	14.0
Total variable remuneration	1,750	54.5
Other (e.g. severance payment)	0	0.0
Service cost for occupational pension plan	0	0.0
Total remuneration	3,210	100.0

2023

1,420

4001,460

850

1,7500

03,210

Christian Schmalzl

Co-CEO, member of the Board of

Management since 2012

EUR k

Basic salary Fringe benefits Pension payment

Total fixed remuneration

2023 one-year variable remuneration

Multi-year variable remuneration

Total variable remuneration

Other (e.g. severance payment) Service cost for occupational pension plan

Total remuneration

EUR k	2023	2023 (%)
Basic salary	1,300	48.0
Fringe benefits	7	0.3
Pension payment	0	0.0
Total fixed remuneration	1,307	48.3
2023 one-year variable remuneration	650	24.0
Multi-year variable remuneration
LTI1 (2023-2025 revenue growth)	375	13.8
LTI2 (2023-2025 EBIT/ROCE)	375	13.8
Total variable remuneration	1,400	51.7%
Other (e.g. severance payment)	0	0.0
Service cost for occupational pension plan	0	0.0
Total remuneration	2,707	100.0

Udo Müller,2023 (%)

44.2

1.3 0.0

45.5

26.5

54.5

0.0

0.0

100.0

2023	2023 (%)
1,300	48.0
7	0.3
0	0.0
1,307	48.3
650	24.0
1,400	51.7%
0	0.0
0	0.0
2,707	100.0

Henning Gieseke

CFO, member of the Board of

Management since 2021

Basic salary Fringe benefits Pension payment

Total fixed remuneration

EUR k

2023 one-year variable remuneration

Multi-year variable remuneration

Total variable remuneration

Other (e.g. severance payment) Service cost for occupational pension plan

Total remuneration

EUR k	2023	2023 (%)
Basic salary	520	56.8
Fringe benefits	10	1.1
Pension payment	0	0.0
Total fixed remuneration	530	57.9
2023 one-year variable remuneration	175	19.1
Multi-year variable remuneration
LTI1 (2023-2025 revenue growth)	105	11.5
LTI2 (2023-2025 EBIT/ROCE)	105	11.5
Total variable remuneration	385	42.1
Other (e.g. severance payment)	0	0.0
Service cost for occupational pension plan	0	0.0
Total remuneration	915	100.0

2023

2023 (%)

52010

56.8 1.1

In addition to the contractual target remuneration shown, all members of the Board of Management were granted options under the 2019 and/or 2023 Stock Option Plans resolved upon by the shareholder meeting of Ströer SE & Co. KGaA.

0530

175

57.9

19.1

0.0

If the service contract of a member of the Board of Management begins or ends in the year in question, the target amount is reduced on a pro rata basis according to the start date or end date of the contract concerned. The target amount is also reduced proportionately to take into account periods in which a member of the Board of Management with a service contract does not have any entitlement to remuneration (for example, because the contract is suspended or the person concerned is unfit for work and is not entitled to receive pay).

385

42.1

0915

0

0.0

0.0

If the Company's situation should deteriorate to such an extent that continuing to grant remuneration to the Board of Management would be unreasonable, the Company is autho- rized to reduce the remuneration to an appropriate amount.

100.0

Maximum remuneration

The total remuneration granted to the members of the Board of Management in a financial year is subject to an absolute upper limit (maximum remuneration) pursuant to section 87a (1) sentence 2 no. 1 AktG.

The maximum remuneration for 2023 encompasses all fixed and variable remuneration components at the time of grant:

Board of Management remuneration caps

Short-term incentive

Individual cap: 200% of target amount (Co-CEOs and CFO)

Long-term incentiveStock Option Plan (SOP)

In the new system: 240% of the target amount for all members Individual cap: 200% of the target amount (CFO)

300% of the target amount (Co-CEOs)

In the new system: 300% of the target amount for all members 300% of potential profit

Absolute maximum remuneration (excluding SOP) Udo Müller:

EUR 5,860,000

Christian Schmalzl: Henning Gieseke:

EUR 4,857,000

EUR 1,300,000

The Supervisory Board of the general partner regularly reviews the remuneration of the members of the Board of Management to assess whether it is appropriate and typical for the market. Such reviews are carried out in accordance with the German Corporate Governance Code and are based on comparisons from both external and internal perspectives. They include the structure as well as the amount of the remuneration. An independent external remuneration consultant helps the Supervisory Board to conduct these reviews.

Appropriateness review

Current peer group

The review from an external perspective assesses how remunera- tion compares with that in other entities and uses a suitable peer group based on the following size criteria: revenue, employees, and market capitalization. The current peer group consists of 17 entities with a comparable business model or digitalization and marketing focus with a comparable size profile. Twelve of the 17 entities are publicly listed companies in Germany and the remaining five are direct international competitors.

1&1 Drillisch	APG/SGA	AUTO1	Clear Channel	CTS Eventim
Delivery Hero	Fielmann	HelloFresh	JCDecaux	Jenoptik
Lamar	Outfront	ProSiebenSat.1 Media	Scout24	Sixt
United Internet	Zalando

The review from an internal perspective (remuneration levels within the Company) analyzes how the Board of Management remuneration compares with that of the senior management and the rest of the workforce and how it has changed over time. In this case, senior management is defined as all persons who are based in Germany and report directly to the Board of Management as well as other managers with exceptionally important areas of responsibility; the rest of the workforce consists of all employees with a German contract, excluding senior management.

The most recent review of the appropriateness of Board of Management remuneration performed in March 2024 found that the remuneration of the current members of the Board of Management was within the market rates represented by the peer group described above.

Application of the remuneration system in 2023

The remuneration system described for the Board of Management constitutes the applicable remuneration system pursuant to section 162 (1) sentence 2 no. 1 AktG. The previous remuneration system with the following components was applied consistently throughout 2023:

Remuneration component

Fixed remuneration components

Basic salary

Fringe benefits

Variable remuneration components

Short-term incentive

Fixed annual salary paid in twelve equal amounts at month-endCertain customary benefits, e.g. company cars

Plan type: Annual target bonus

Performance criteria: Cash flows from operating activities (100%) Cap: 200% of the target amount

Payment: In cash in the month following approval of the consolidated financial statements for the financial year in question

Details

Long-term incentive

Plan type: Performance cash plan Performance criteria:

- ROCE (50% pro rata)

- Organic revenue growth (50% pro rata)

Cap: Varies according to member of the Board of Management (200%/300% of the target amount)

Measurement period: Three years forward-looking

Payment: In cash in the month following approval of the consolidated financial statements for the final year of the performance period

Plan type: Stock options

Performance criteria:

- Operating EBITDA

- Share price

Cap: 300% of potential profit

Measurement period: Four-year holding period, three- or four-year exercise period

Payment: In cash or shares

Details of variable remuneration in 2023

The members of the Board of Management receive variable remuneration, comprising a short-term incentive (STI) payable annually and a long-term incentive (LTI). In addition, stock options from the 2019 and/or 2023 Stock Option Plans were granted to all members of the Board of Management in 2023.

Variable remuneration is linked to the performance of the Board of Management and that of the business and the increase in enterprise value, and depends on the extent to which busi- ness-related key performance indicators or targets are achieved.

The Supervisory Board of the general partner has deliberately opted for joint targets applicable to the Board of Management as a whole rather than individual targets for each member of the Board of Management because it is precisely the teamwork across segments and disciplines between all the members of the Board of Management that generates optimum results for the Group, and joint targets foster this collaborative approach.

The variable remuneration for 2023 was based on the key perfor- mance indicators and targets described below.

Short-term incentive (STI)

The short-term incentive comprises a performance-related bonus with a one-year measurement period. The key factor used in measuring target attainment is the change in the cash flows from operating activities in the Ströer Group, which is used as a financial performance indicator. The payout is capped at 200% of the target amount for Board of Management members.

Structure of the STI

Contribution to strategy and long-term business growth

The aim of the STI is to ensure that there is a lasting emphasis on achieving operating objectives. In the case of the business parameters that can be influenced more in the short-term, the focus in the STIs on the cash flows from operating activ-ities generated by the Ströer Group ensures that attention is concentrated on profitable growth in accordance with the annual planning budget. Specifically, this means that incentives are linked to cash generation in the current year rather than other parameters such as EBITDA (adjusted) or non-profit-related, organic growth.

Performance target details

The "cash flows from operating activities" financial target is weighted at 100% and equates to the adjusted cash flows from operating activities in accordance with IAS 7 as reported in the consolidated financial statements.

The Supervisory Board of the general partner sets out the values for the financial target for each financial year:

• • A threshold value that, if not met, equates to target attainment of 0%

• • A target value that equates to target attainment of 100%

• • A maximum value that equates to target attainment of 200%

10

Performance in 2023

The Supervisory Board of the general partner determines attain- ment of the financial performance target after the end of the financial year. The corridor specified at the beginning of the year is used to determine whether the target has been achieved or not.

Attainment of the 2023 performance target

Performance target

Cash flows from operatingactivities (EUR k)

Performance target Cash flows from operating activities (EUR k)	Threshold value for 0% target attainment	Target value for 100% target attainment	Maximum value for 200% target attainment	2023 figure1	2023 target attainment % 108.41
% of target	Absolute	% of target	Absolute	% of target	Absolute	Absolute
80	157,637	100	197,046	120	236,455	213,614

80

157,637

Individual amount payable

Udo Müller

Udo Müller Christian Schmalzl Henning Gieseke	Corridor	Payment amount (EUR) 921,472 704,655 189,715
Min (EUR) (=0%)	Target amount (EUR) (=100%)	Max (EUR) (=200%)	Cash flows from operating activi-ties target attainment (weighting: 100%)1
0	850,000	1,700,000	108.41%
0	650,000	1,300,000	108.41%
0	175,000	350,000	108.41%

0

1 Based on the final value of the provision.

Outlook

850,000

100

Long-term incentive (LTI)

The following table shows the actual figure for the STI financial performance indicator and the extent to which the members of the Board of Management achieved the target as a result. The following table also shows the individual amounts payable to the members of the Board of Management.

197,046

120

236,455

213,1,700,000

108.41%

921,472

An ESG factor has been introduced as a multiplier in the new system. In the first year, an "environment" target and a "social" target are the relevant component targets for calculating the ESG factor. The 'environment' target takes account of the CO2 emissions criterion; the criteria for the other two component targets will be specified in subsequent years when the targets are introduced (ESG criteria). The 'social' target takes account of the Healthy Workplace criterion. The new STI payment is uniformly capped at 240% of the target amount for all members of the Board of Management.

Structure of the LTI

The LTI takes the form of a performance cash plan with a three- year performance period. The relevant financial performance targets are the Ströer Group's return on capital employed (ROCE) and organic revenue growth. The payout is capped at 200% or 300% of the target amount for Board of Management members.

Up to and including 2020, the LTI also included a share price component, but since 2021 the LTI has been based only on the performance targets of ROCE and organic revenue growth.