Remuneration Report 2020

Report on the Remuneration of the Members of the Management Board and the Supervisory Board of Telekom Austria AG

The remuneration report for the 2020 reporting year was established by the members of the Management Board and the Supervisory Board in accordance with §§ 78c et seq.

of the AktG - Austrian Stock Corporation Act and will be submitted to the Annual General Meeting on May 14, 2021 for voting.

1. Introduction

The Annual General Meeting of Telekom Austria AG (also referred to as the A1 Telekom Austria Group) on September 24, 2020 approved the remuneration policy of the members of the Management Board and the Supervisory Board with 99.2 % of votes cast. For the first time, in accordance with section 78c of the AktG - Austrian Stock Corporation Act (AktG, Aktienge-setz), the Management Board and the Supervisory Board are required to prepare a remuneration report for the members of the Management Board and the Supervisory Board that sets out the remuneration granted and owed to current and former members of the Management Board and the Supervisory Board in the past financial year in line with the applicable remuneration policy. This report must now be submitted to the Annual General Meeting in May 2021. 1)

1.1. Overview of the economic situation

Despite the challenges posed by the COVID-19 pandemic, the A1 Telekom Austria Group showed great resilience in large sections of its operations in the 2020 financial year, and achieved good results despite a significant drop in roaming revenues due to the travel restrictions and in spite of currency losses (the Belorussian ruble in particular):

  • ▸ The revenues of the A1 Telekom Austria Group declined by 0.3 % to EUR 4,549.4 mn in 2020. This was as a result of lower other operating income and lower equipment reve-nues. Service revenues remained stable despite the drop in roaming revenue (negative effect of around 2 % of revenues and around 4 % of EBITDA) and negative currency effects. Adjusting for currency and non-recurring effects, revenues rose by 1.5 %.

  • ▸ EBITDA (before restructuring expenses) increased by 1.0 % to EUR 1,661.3 mn as a result of an enhanced focus on operating efficiency. Adjusting for currency and non-recurring effects, and for restructuring expenses, EBITDA climbed by 3.5 %. Reported EBITDA increased by 1.0 % to EUR 1,576.8 mn in the reporting year.

  • ▸ EBIT rose by 3.9 % from EUR 614.8 mn in 2019 to EUR 638.9 mn in the 2020 reporting period.

  • ▸ The net result climbed by 18.7 % from EUR 327.4 mn in 2019 to EUR 388.8 mn in 2020.

  • ▸ Capital expenditure declined by 26.0 % from EUR 879.8 mn in 2019 to EUR 651.4 mn in 2020 on account of the crisis.

  • ▸ Free cash flow increased by 46.5 % to EUR 503.7 mn in 2020 (2019: EUR 343.7 mn).

  • ▸ Net debt (excluding leases) fell by 10.7 % to EUR 2,331.9 mn in 2020 (2019: EUR 2,612.4 mn). The ratio of net debt (not including leases) to EBITDA after leases decreased from 1.9x as of December 31, 2019 to 1.7x as of December 31, 2020.

1) In preparing the remuneration report for the 2020 reporting period, the Management Board and the Supervisory Board were guided by the applicable provisions of sections 78c et seq. AktG and, in particular, AFRAC Guidance 37 of the Austrian Financial Reporting and Auditing Committee (AFRAC).

Performance indicators

Income statement

Change

in EUR million

2020

2019

in %

Total revenues

4,549.4

4,565.2

-0.3

thereof service revenues

3,804.5

3,805.5

0.0

thereof equipment revenues

659.4

663.9

-0.7

EBITDA

1,576.8

1,560.6

1.0

% of total revenues

34.7

34.2

-

EBITDA before restructuring

1,661.3

1,644.7

1.0

% of total revenues

36.5

36.0

-

EBIT

638.9

614.8

3.9

% of total revenues

14.0

13.5

-

Net result

388.8

327.4

18.7

% of total revenues

8.5

7.2

-

Change

Wireless performance indicators

2020

2019

in %

Customers (in 1,000)

21,864.2

21,288.1

2.7

Change

Wireline performance indicators

2020

2019

in %

RGUs (thousands)

6,050.3

6,147.7

-1.6

Change

Debt performance indicators

December 31, 2020

December 31, 2019

in %

Net debt (excl. leases) (in EUR mn)

2,331.9

2,612.4

-10.7

Net debt (excl. leases) / EBITDA after leases

1.7x

1.9x

-

Change

Company performance indicators

2020

2019

in %

Earnings per share (in EUR)

0.58

0.49

18.8

Dividend per share

0.25

0.23

8.7

Free cash flow per share (in EUR)

0.76

0.52

46.5

ROE 1) (in %)

14.3

12.9

-

ROIC 2) (in %)

10.4

9.9

-

Operating ROIC 3) (in %)

10.1

10.4

-

  • 1) Return on equity: ratio of net result to average equity employed.

  • 2) Return on invested capital: net operating profit after tax (NOPAT) divided by the average capital invested (not including lease liabilities).

  • 3) Operating return on invested capital: EBIT divided by the average capital invested. Average capital invested only includes lease liabilities (IFRS 16)

    from 2019, which affects average capital invested in 2018 / 2019. The comparison between 2020 and 2019 is therefore not representative.

2. Remuneration policy formembers of the Management Board 2)

2.1. Principles and objectives

The remuneration of the members of the Management Board is linked to the implementation of strategy and to the short and long-term development of the company. The individual remu-neration elements are designed to support the strategic objec-tives for the company's sustainable long-term development.

The remuneration of the Management Board is based on the following key points:

  • ▸ Connection between remuneration and performance: Performance-based, variable elements account for most of total remuneration.

  • ▸ Sustainable development: Variable remuneration is aimed at the sustainability of performance and increasing enter- prise value, and it reflects the share price development in addition to financial and non-financial indicators and elements.

  • ▸ Strategic relevance: The performance targets are in line with the Group's strategy.

The objective of Management Board remuneration is to offer the members of the Management Board a remuneration pack-age that is both competitive yet in line with market standards. Appropriate remuneration should allow the A1 Telekom Austria Group to attract, secure and motivate the most qualified man-agers in the company's interests.

2.2. Overview of the individualremuneration elements for members of the Management Board

The Management Board remuneration of the A1 Telekom Austria Group comprises fixed (non-performance-based) and variable (performance-based) remuneration elements.

Fixed remuneration consists of the basic salary, non-cash remuneration and pension contributions. Variable remuneration comprises the variable annual remuneration (short-term incen-tive (STI)) and the variable long-term incentive (LTI). STI and LTI, the performance-based variable remuneration elements, account for most of the target remuneration of members of the Management Board.

The following diagram shows the structure of the remuneration system with target remuneration for the 2020 financial year:

Remuneration system for members of the Management Board 2020

Long-term incentive program (LTI)

Performance- based, variable remuneration

Variable annual remuneration (STI)

3

1-year STI performance period

100 %

-year LTI performance period

Max. 150 % of the base salary (cap)

STI

max. 175 % performance (cap)

LTI

Target remuneration = 65 % of basic salary

Basic salary

Fix

Target remuneration = 120 % of basic salary

Total remuneration

Year n

Year n+1

Year n+2

2) The full remuneration policy for members of the Management Board of A1 Telekom Austria Group can be accessed at:https://cdn1.a1.group/final/en/media/pdf/agm2020_Remuneration_policy_Management_Board.pdf

Year n+3

In the interests of completeness, please note that the remu-neration system as described in the remuneration policy will change in 2023 and a larger share of remuneration will shift from STI (2020: 42 %, 2023: 28 %) to LTI (2020: 23 %, 2023: 37 %; both at 100 % performance).

2.2.1. Fixed, non-performance-based remuneration Members of the Management Board receive a fixed, annual basic salary based on the salary structure of listed Austrian companies and comparable international listed companies, taking into account the scope of their activities, the responsi-bility of the respective member of the Management Board and how long they have performed this function. Furthermore, the members of the Management Board are entitled to non-cash remuneration, insurance benefits and pension contributions.

2.2.2. Performance-based variable remuneration Performance criteria are proposed by the Remuneration

Committee of the Supervisory Board and approved by the Supervisory Board in advance for the variable remuneration components. These criteria are based on the company's planning (budget / business plan) or peer group benchmarks.

The performance-based variable remuneration consists of the (one-year) variable annual remuneration (STI) and the (three-year) long-term incentive (LTI).

2.2.2.1. STI - Short-term incentive

The STI takes into account financial and operational perfor-mance, strategy implementation and corporate development.

The Remuneration Committee sets corresponding performance criteria for every financial year. The STI incorporates financial and - on the basis of a modifier - non-financial targets, such as ESG targets.

The maximum performance of financial targets is set at 120 %. No STI bonuses are paid for a performance of less than 80 %. Performance in relation to financial targets is multiplied by the modifier that can range from 0.85 to 1.15. Payment of the STI as a whole is capped at 150 % of basic salary. On 100 % performance, the STI for the reporting year amounts to 120 % of basic salary. The specific STI targets, including performance and payout amounts, are presented below under "Remuneration of the members of the Management Board in 2020".

2.2.2.2. LTI - Long-term incentive

In conjunction with the LTI, the members of the Management Board are allocated notional bonus shares based on their performance that are settled in cash when the remuneration becomes due (LTI shares).

For each LTI tranche, 65 % of the basic salary is divided by the average share price in the first quarter of the performance period to produce the number of LTI shares in the tranche.

After the three-year performance period, the LTI shares granted are multiplied by the performance level (capped at 175 % of target remuneration) to produce the number of shares to be paid out. The payout amount is calculated on the basis of the average share price in the last quarter of the performance period.

When determining performance, the Remuneration Committee can take into account significant extraordinary effects that were not considered in the budget/business plan and therefore the target requirements.

Each member of the Management Board has a personal investment in Telekom Austria AG shares in the amount of 32.5 % of their basis annual salary over the term of the LTI tranche. If the personal investment is lower, the number of LTI shares is reduced accordingly. The personal investment can also be referenced for further tranches. The members of the Management Board held the following personal invest-ments in the 2020 reporting period:

3. Remuneration of the members of the Management Board in 2020

The total remuneration of the Management Board for the past 2020 financial year is discussed below. Details of the targets and performance for variable remuneration components of the members of the Management Board have been presented. Both the "owed" and "granted" remuneration of the members of the Management Board are reported: 4)

The remuneration owed firstly comprises the amounts actually paid to the individual member of the Management Board that are attributable to this reporting period (fixed remuneration).

Secondly, it includes entitlements vested for this period, even if they will not be paid out until a later period 5) or if their amount has not yet been finalized. 6)

On 100 % performance, the annual LTI amounts to 65 % of the basic salary. The LTI is issued annually and each tranche covers a performance period of three financial years.

The granted remuneration refers to the provisions recognized in a financial year and other deferred remuneration compo-nents that are economically attributable to this reporting

  • 3) Alejandro Plater holds 36,520 shares in total as of the end of 2020; thereof 33,668 shares as personal investment for the LTI Program.

  • 4) For more information on "owed" and "granted" remuneration, please refer to AFRAC Guidance 37.

  • 5) STI 2020.

  • 6) 2018 LTI.

period on account of legal or contractual obligations, but that will only be finalized and paid out in subsequent periods. 7)

The following tables show the remuneration components owed, i. e. the fully vested entitlements already paid out. The 2019 and 2020 LTI programs, which are still running, are shown as granted remuneration.

3.1. Fixed, non-performance-based remuneration

In 2020, the fixed remuneration of the Management Board consisted of the basic annual salary, non-cash remuneration

(including various insurance benefits) and pension contri- butions.

Non-cash remuneration includes the provision of a company car or corresponding compensation in the form of a car all-owance. A pool driver can be provided if necessary. In addition, accident insurance and supplementary health insurance are provided, and a voluntary pension contribution is paid to the external corporate pension fund (APK).

Fixed remuneration is as follows in the 2020 reporting period:

in EUR

Thomas Arnoldner

Alejandro Plater

Siegfried Mayrhofer

Basic salary

535,000

579,583

495,000

Non-cash remuneration

17,530

25,463

17,608

Contributions to external corporate pension fund

107,000

117,700

99,000

Total

659,530

722,746

611,608

3.2. Variable annual remuneration

(short-term incentive, STI)

The Remuneration Committee of the Supervisory Board has agreed the following STI targets for the 2020 financial year with the members of the Management Board:

Variable annual remuneration - 2020 STI targets

2020 financial yearOne-year performance period

×

7) 2019 LTI, 2020 LTI.

×

=

ESG and non-financial targets

M1: ESG target (50 %)

  • a) Establishment of A1 Group-wide ESG governance

  • b) Carbon emissions audit

  • c) SBTi - Approval of 2030 emissions reduction path

M2: Launch of A1 TV platform A1Xplore (10 %)

M3: Fixed-line broadband target (40 %)

  • a) Customer growth

  • b) Bandwidth speed upselling

Onthebasisofthetargetsandperformancecorridorssetby the Remuneration Committee, and the audited annual financial statements,the STIperformanceforthe2020financialyear amountsto107.4%.

TheSTI2020performancebreaksdownasfollows:The2020budgetvaluesforthekeyperformanceindicators servicerevenues and operatingfreecashflow (definedas EBITDAnotincludingrestructuringexpenseslesscapexnot including frequency investments) were defined as the financial targets withaweightingof50%each.

The 2020modifier consistsof ESGandnon-financialtargets.

Weighted performancein% 45.8

60 (cap)

Performance in% 91.6

120 (cap)

100 50

115 11.5

  • a) 17

  • b) 23

a) 85

b) 115

(cap)Value achieved 97.90% oftarget 113.82% oftargeta),b)andc)achievedProductlaunch on3markets

  • a) Nocustomer growth

  • b) Maximumtarget exceeded

Performance levelsin%2) 80-120

80-120

85-115

85-115

85-115

Performance corridor -5%<> oftarget -10%<> oftarget

Criteriaachieved/ notachieved

1<2<3marketsSettargets

Target anddetails Budgetfigure2020

Budgetfigure2020

  • a) Group-wide establishmentof ESGgovernance

  • b) Carbonemissionsaudit

  • c) SBTi-Approvalof 2030emissions reductionpath

Productlaunch on2markets

  • a) Customergrowth

  • b) Bandwidth speedupselling

STI 2020

Target criteria and performance

Servicerevenues 50

Operatingfree 50 cashflow1)

M1:ESGtarget 50

M2:Launch 10 ofA1TVplatform A1Xplore

M3:Fixed-line 40 broadband target

×

=

  • 1) DefinedasEBITDAadjustedforrestructuringexpenseslesscapitalexpenditure,notincludingfrequencyinvestments.

  • 2) Valuesareinterpolatedbetweenthetargetandthemaximum/minimumlimitonastraight-linebasis.

Weighting in%

Targetcriteria (KPI)

80-120 105.8

Financialtargets 100

101.5

(1.015×of financialtargets) 107.4

85-115 (0.85×-1.15×of financialtargets)

Modifier 100

2020STIperformance=Financialtargetperformance×Modifierperformance

Notes on above figure:

Financial targets: Performance of 105.8 %

Regarding financial targets, the revenue target was fallen short of by 2.1 %, resulting in a performance of 91.6 %. The reasons for this included the significant reduction in roaming traffic (around 2 % of revenues) due to the COVID-19 crisis and currency losses (around 2 % of revenues) mainly on ac- count of the significant depreciation of the Belorussian ruble. These losses were only partially offset by increases in ICT and broadband products.

By contrast, however, the operating free cash flow target was exceeded by 13.8 % thanks to an enhanced focus on operating efficiency and a significant reduction in investment.

This resulted in a performance of 120 %.

Overall, there is therefore a weighted performance in relation to financial targets of 105.8 %.

Modifier (multiplier for financial targets): Performance of 101.5 %

The targets agreed for "modifier target M1" (ESG target) were 100 % achieved: Firstly, improved governance was established for the implementation of the ESG targets; furthermore, a

Group guideline for the reporting of greenhouse gas (GHG) emissions was implemented, which ensures uniform reporting of the climate target in all Group companies and increases the quality of GHG emissions reporting (Scope 1 and Scope 2).

Also, GHG emissions were audited for the first time, which confirmed the quality of GHG reporting. Finally, the GHG emis- sions reduction pathway for 2030 underwent SBTi validation in July 2020. This validation confirms that A1 Telekom Austria Group is making a contribution to the 1.5° target of the Paris

Agreement and thereby helping to stop global warming.

"Modifier target M2", launch of the A1 TV platform A1Xplore on two markets, was outperformed by launching the TV plat-form on three markets - Austria, Slovenia and Croatia. After A1 Xplore was already launched in Bulgaria in 2019, its market launch on three other markets was a key step in the successful implementation of the uniform TV strategy which, given the rising significance of TV content, is expected to form the basis for future customer growth on the markets.

The lower threshold for "modifier target M3", fixed-line broad- band target, - a) "Customer growth in fixed-line broadband in Austria" - was not achieved. The decline in fixed-line broadband customers of around 24,500 in the 2020 financial year shows the challenging competitive situation on the Austrian broad- band market and also reflects the strong demand for mobile WLAN routers.

Overall, this results in a financial performance of 101.5 % or a modifier of 1.015, by which the performance of the financial targets (105.8 %) is multiplied.

This produces a total performance level for the 2020 STI of 107.4 %.

STI targets performance for 2020 was verified by Ernst & Young Wirtschaftsprüfungsgesellschaft and adopted by the Remuner-ation Committee of the Supervisory Board on the basis of the audited 2020 annual financial statements in March 2021.

The STI performance level of 107.4 % translates into an STI of 131.1 % of the basic salary for Thomas Arnoldner and Siegfried Mayrhofer and 134.7 % of the basic salary for Alejandro Plater.

The members of the Management Board will therefore be paid the following amounts for the 2020 STI:

3.3. Variable long-term remuneration (long-term incentive (LTI))

The following LTI tranches are relevant for the 2020 reporting period:

  • ▸ The 2017 LTI (2017 to 2019 performance period) was paid out in 2020 and assigned to remuneration for 2019 as "owed remuneration" (for details see "2017 LTI performance and payout amounts").

  • ▸ Entitlements under the 2018 LTI (2018 to 2020 performance period) became vested on December 31, 2020 (owed remuneration). They will be paid out in 2021 (for details see "2018 LTI - assumed payout amounts").

  • ▸ Provisions were recognized for the 2019 LTI tranche (2019 to 2021 performance period) that are shown in this report as "granted remuneration" (for details see "Remuneration granted under ongoing LTI tranches").

  • ▸ A provision was recognized for the 2020 LTI tranche (2020 to 2022 performance period) that was granted for the first time. This is shown in this report as "granted remuneration"

    (for details see "Remuneration granted under ongoing

    LTI tranches").

By contrast, sub-goal b) - "Bandwidth speed upselling in the high-speed segment in Austria" - was exceeded. Increasing the number of customers in this profitable segment is in line with the strategic focus on higher value customer segments.

8) Including EUR 8,917 guaranteed bonus.

The following table summarizes the key terms for these LTI tranches; as per the remuneration policy, all LTI payouts are paid in cash:

LTI-Tranches

LTI 2020

LTI 2019

LTI 2018

LTI 2017

Start of performance period

January 1, 2020

January 1, 2019

January 1, 2018

January 1, 2017

Grant date

August 1, 2020

August 1, 2019

September 1, 2018

June 1, 2017

End of performance period

December 31, 2022

December 31, 2021

December 31, 2020

December 31, 2019

Vesting date (payment)

August 1, 2023

August 1, 2022

September 1, 2021

June 1, 2020

Expected performance (in %)

99.1

94.8

97.1

Number of bonus shares

as of grant date

Thomas Arnoldner

50,091

53,068

34,878

Alejandro Plater

55,101

53,068

44,843

59,041

Siegfried Mayrhofer

46,346

49,100

37,718

49,500

71.2 1)

n. a. 2)

  • 1) For LTI 2017, actual performance (71.2 %) paid out at price of EUR 7.08 in 2020.

  • 2) Thomas Arnoldner (member of the Management Board since September 1, 2018) did not receive the 2017 LTI.

The target criteria and values for the individual LTI tranches are set by the Remuneration Committee and are as follows for the respective tranches:

LTI target criteria and values

Revenue market

  • 100 % performance: Achievement of ROIC target (budget)

    • ▸ 100 % performance on market share growth of 0.5 %

  • ▸ 175 % performance (cap): Achievement of target (derived from benchmark - best performer in peer group)

    • 175 % performance (cap) on market share of growth 1 %

  • 25 % performance: Achievement of target (derived from peer group / WACC); below this level performance amounts to 0 %

  • 25 % performance on market share growth of 0 %; below this level performance amounts to 0 %

1) Values are interpolated between the target and the maximum / minimum limit on a straight-line basis.

ROIC target

share target

Green financing target

Weighting

2020 LTI (in %)

34

33

33

Weighting

2017 LTI, 2018 LTI,

2019 LTI (in %)

50

50

-

Target and

ROIC

Growth of revenue

Green financing

definition

according to the

market share

Coverage of all long-term

budget or business

for three years

financing in 2020 to 2022

plan approved by the

(performance period),

with "green bonds" or

Supervisory Board

consolidated over all

other sustainable financial

for three years

markets of the A1

instruments

(performance period)

Telekom Austria Group

Performance levels (in %)

25 < 100 < 175 (cap)

25 < 100 < 175 (cap)

0 / 100

Performance corridor 1)

yes / no

3.3.1. 2017 LTI performance and payout amounts

The 2017 LTI tranche was paid to the members of the Manage- ment Board Alejandro Plater and Siegfried Mayrhofer on the basis of the level of performance determined by the Remunera- tion Committee of 71.2 % after the end of the three-yearperformance period on June 1, 2020. The achievement of targets was reviewed by Ernst & Young Wirtschaftsprüfungs-gesellschaft.

The performance details for the 2017 LTI tranche are as follows:

2017 LTI performance

Target criteria (KPI)Weighting in %Target and detailsPerformance corridor in %Performance level

  • in %Value achieved in %Performance in %Weighted performance in %

    • Target: 9.2

  • 100

    ROIC

    50

    Average ROIC of 2017 to 2019

    • Upper threshold: 11.8

  • 175

    • Lower threshold: 5.7

  • 25

    9.01

    95.2 47.6

    • Below threshold: < 5.7

  • 0

Market share growth

50

Growth in market share of revenues (performance period), consolidated across all markets of the A1 Telekom Austria Group from Jan. 1, 2017 to Dec. 31, 2019

  • ▸ Target: 0.5

    • ▸ 100

  • ▸ Upper

    • ▸ 175

  • threshold: 1

  • ▸ Lower

    • ▸ 25

  • threshold: 0

  • ▸ Below

    • 0

    0.15 growth in revenue market share

    47.2 23.6

    threshold: 0

2017 LTI performance 71.2

The payouts under the 2017 LTI in the 2020 financial year are reported in the consolidated financial statements 9) under Management Board remuneration for 2020. As the entitlements

2017 LTI payouts

under the 2017 LTI became fully vested in the 2019 financial year (owed remuneration), they are assigned to the 2019 financial year in this remuneration report. 10)

Number of

bonus shares

Established

Number

closing prices

on grant

performance

of bonus

in Q4 2019

Payout amount

(June 1, 2017)

in %

shares paid

in EUR

in EUR

Thomas Arnoldner

n. a.

n. a.

n. a.

n. a.

Alejandro Plater

59,041

71.2

42,037

7.0806

297,649

Siegfried Mayrhofer

49,500

71.2

35,244

7.0806

249,549

n. a.

  • 9) See annual financial statements, note 36 and presentation in Annex to this report.

  • 10) In accordance with recommendations of AFRAC guidance.

Payout in amount of average

3.3.2. 2018 LTI - Assumed payout amounts

The entitlements for the 2018 LTI became fully vested in the 2020 reporting period and will be paid out in 2021. The anticipated payments were assigned to 2020 remuneration as remuneration owed. As performance under the 2018 LTI

2018 LTI

will not be finalized until the middle of 2021 11), the amount of remuneration is still uncertain. For this report, the expected payout amount based on the performance assumed for the 2020 financial statements of 97.1 % and a share price of EUR 6.05 is as follows:

Number of

bonus shares

Expected

Expected

Payout at

Expected

on grant

performance

number of

price

payout amount

(Sept. 1, 2018)

in %

bonus shares

in EUR

in EUR

Thomas Arnoldner

34,878

97.1

33,867

6.05

204,893

Alejandro Plater

44,843

97.1

43,545

6.05

263,432

Siegfried Mayrhofer

37,718

97.1

36,624

6.05

221,576

3.3.3. Remuneration granted under ongoing LTI tranches

As of the end of the reporting period, a liability is recognized for the share of the total future anticipated expense of the LTI program already vested, which was measured at fair value.

The fair value is measured based on the expected target achievement of performance criteria and the expected share price. The following provisions were recognized as of the end of the reporting period:

The provisions are recognized over the performance period.

The change in provisions was recognized in personal expenses for 2020 as follows:

LTI expense for 2020

n. a.

1) Provisions were reversed for the 2018 LTI in the 2020 financial year; this was due to a lower assumed performance for the 2018 LTI of 97.1 %

(assumed performance in the 2019 financial year: 133.2 %).

2)Provisions were reversed for the 2017 LTI in the 2020 financial year; this was due to a lower actual performance for the 2017 LTI of 71.2 % (assumed performance in the 2019 financial year: 109.3 %).

2020 LTI

2019 LTI

2018 LTI

96,975

204,681

204,893

106,674

204,681

263,427

89,725

189,377

221,576

in EUR

2020 LTI

2019 LTI

2018 LTI 1)

2017 LTI 2)

Thomas Arnoldner

96,975

38,222

-14,187

Alejandro Plater

106,674

38,222

-18,240

-156,655

Siegfried Mayrhofer

89,725

35,364

-15,342

-131,340

11) After competitors' figures become available to determine the "Revenue market share" target.

4. Overview of the total remuneration of members of the Management Board

The following presentation of total remuneration contains the remuneration owed in 2020. As set out under 3.3.2, the remu- neration reported for the 2018 LTI is based on assumptions. As performance under the 2018 LTI will not be finalized until the middle of 2021, the amount of remuneration is still uncer- tain. For this report, the expected payout amount is based on the performance assumed for the 2020 financial statements of 97.10 % and a share price of EUR 6.05. The total remuneration shown for 2020 is therefore intended as an estimate. 12)

Total Remuneration 2020 as of December 31, 2020

in EUR

Arnoldner

Plater

Mayrhofer

Total

Fixed remuneration

659,530

722,746

611,608 1,993,884

Variable remuneration STI 2020 (payout in 2021) Variable remuneration for 2018 LTI (payout in 2021) Subtotal - variable remuneration (STI + LTI)

701,385

780,441

648,945 2,130,771

204,893

263,432

221,576

689,901

906,278

1,043,873

870,521 2,820,672

Total Remuneration

1,565,808

1,766,619

1,482,129 4,814,557

Relative share of fixed remuneration (in %)

42

41

41 41

Relative share of variable remuneration (in %)

Change in total remuneration, absolute

58 183,399

59 -91,587

59 59

-47,785 44,027

Change in total remuneration (in %)

13.3

-4.9

-3.1 0.9

Business performance indicators (in EUR million)

Net result 388.8

Change, absolute 61

Change (in %) 18.7

Average employee pay in Austria

(based on average salaries) 66,379

Change in average employee pay in Austria

(based on average salaries), absolute 1,275

Change in average employee pay in Austria

(based on average salaries) (in %) 2.0

The total remuneration owed for the members of the Man- agement Board amounts to around EUR 4.81 mn in the 2020 financial year (previous year: EUR 4.77 mn). Around EUR 1.99 mn of this relates to fixed, non-performance-based remuneration (previous year: EUR 1.95 mn). The variable, performance-based elements break down as follows: short- term variable remuneration (STI) of EUR 2.13 mn (previousyear: EUR 2.27 mn) and long-term variable remuneration of EUR 0.69 mn (previous year: EUR 0.55 mn). Overall, there was a minor increase in total remuneration of 0.9 % as against the previous year. 13)

The ratio of individual remuneration components to total remuneration is unchanged as against 2019 in 2020: The

  • 12) For reasons of transparency and to enable a comparison with the disclosures in the consolidated financial statements and figures published in previous periods, the remuneration of the Management Board for 2020 and 2019 is presented in the annex to this report on the basis of the disclosures in the consolidated financial statements, note 36; in line with the reporting format of previous periods (see consolidated financial statements and corporate governance report for 2019), the remuneration actually paid out in the respective financial year is reported.

  • 13) As Thomas Arnoldner (member of the Management Board since September 2018) did not yet have any LTI remuneration in 2019, the increase from 2019 to 2020 is therefore not representative.

relative share of fixed remuneration is 41 % and the relative share of variable remuneration is 59 % of total remuneration.

Board receives one and a half times the amount of the annual, fixed, fate-rate remuneration.

In accordance with section 78c(2) lit 2 AktG, the year-on-year change:

  • ▸ in the economic performance of the company;

  • ▸ in total remuneration; and

  • ▸ the average pay of the other employees of the company (FTEs);

must be disclosed in the remuneration report:

The net result of the A1 Telekom Austria Group grew by 18.7 % from EUR 327.4 mn in 2019 to EUR 388.8 mn in 2020.

By comparison, the remuneration of the Management Board increased by 0.9 %14) and the remuneration of the employees of the A1 Telekom Austria Group in Austria (based on average salaries) was increased by 2.0 %.

The figures for 2020 and 2019 are shown in a table in the annex to improve the clarity of presentation.

5. Other information and notes

The applicable remuneration policy was not deviated from in the reporting year and no variable remuneration components were claimed back.

6. Principles of the remuneration policy for the members of the Supervisory Board

The remuneration of the members of the Supervisory Board of the company is designed to ensure that they perform their Supervisory Board duties with the due independence and to ensure monitoring by the Supervisory Board independently of the company's performance. As the remuneration of the Supervisory Board is not linked to the company's performance indicators or share price developments, it promotes the critical distance from the interests of the Management Board. This independence is a key pillar for the company's sustainable long-term development.

6.1. Overview of the individual remuneration elements for members of the Supervisory Board

The structure and remuneration elements for the Supervisory Board are governed by the remuneration policy. 15) Elected members of the Supervisory Board receive annual, fixed, fate-rate remuneration (basic remuneration). This annual, fixed, fate-rate remuneration is doubled for the Chairperson of the

Supervisory Board; the Deputy Chairperson of the Supervisory

The membership of shareholder representatives on one or more committees is further remunerated by fixed, annual, fate- rate remuneration. If shareholder representatives chair one or more committees, this fixed, annual, fate-rate remuneration is increased by 20 %.

The fixed remuneration becomes due after the resolution by the Annual General Meeting. Employee representatives are not entitled to fixed remuneration as, in accordance with the statutory provisions, this is an honorary function.

All members of the Supervisory Board receive a fixed attend-ance fee per meeting of the Supervisory Board or its commit-tees. The members of the Supervisory Board are also entitled to reimbursement of their cash expenses.

6.2. Remuneration of the members of the Supervisory Board in 2020

The remuneration of the members of the Supervisory Board for the 2020 financial year will be resolved by the Annual General Meeting for the 2020 financial year. The remuneration shown below as "Supervisory Board remuneration granted in 2020" uses the same presentation logic as for Management Board remuneration and is based on the assumption of there being no changes in remuneration as against the previous year (2019), which was determined at the Annual General Meeting on September 24, 2020 as follows:

The remuneration for the Chairperson of the Supervisory Board was set at EUR 40,000, at EUR 30,000 for the Deputy Chair- person and at EUR 20,000 for other members of the Supervisory Board elected by the Annual General Meeting; these figures are therefore unchanged from previous years. Members of a committee are each paid EUR 10,000 and the Chair of the committee receives EUR 12,000. Remuneration for committee members is limited to one committee mandate. This stipulates that committee members are each entitled to only one remu- neration, even if they sit on more than one committee. Until further notice, attendance fees per member of the Supervisory

Board amount to EUR 400 per meeting.

The remuneration of the Supervisory Board is paid out after the resolution by the Annual General Meeting. The attendance fees for 2020 was already paid in two tranches in 2020 (after six months and at the end of the year).

The Supervisory Board remuneration granted in the 2020 reporting period, including attendance fees, amounts to

EUR 372,000 in total (2019: EUR 370,948). The comparative figures for 2019 are broken down in the annex.

This results in the following total remuneration granted to members of the Supervisory Board in the 2020 reporting period:

  • 14) As Thomas Arnoldner (member of the Management Board since September 2018) did not yet have any LTI remuneration in 2019, the increase from 2019 to 2020 is therefore not representative.

  • 15) The remuneration policy for members of the Supervisory Board of A1 Telekom Austria Group can be accessed at:https://cdn1.a1.group/final/en/media/pdf/agm2020_Remuneration_policy_Supervisory_Board.pdf.

Supervisory Board remuneration granted in 2020 and to be paid in 2021 in EUR

  • 1) Supervisory Board remuneration and attendance fees are paid to ÖBAG.

  • 2) Attendance fee for the period October 5 to December 31, 2020. Mr. Bayer has been a member of the Supervisory Board since October 5, 2020.

  • 3) Attendance fee for the period January 1 to October 4, 2020. Mr. Hotz stepped down as a member of the Supervisory Board on October 4, 2020.

Basic remuneration

Committee

Attendance fee

Name

granted

remuneration granted

(paid in 2020)

Total

Edith Hlawati (Chairperson)

40,000

12,000

4,000

56,000

Carlos José García Moreno Elizondo

(Deputy Chairperson)

30,000

12,000

6,000

48,000

Oscar Von Hauske Solís

20,000

12,000

6,000

38,000

Thomas Schmid 1)

20,000

10,000

4,400

34,400

Karin Exner-Wöhrer

20,000

-

2,400

22,400

Carlos M. Jarque

20,000

10,000

4,400

34,400

Alejandro Cantú Jiménez

20,000

10,000

1,600

31,600

Hans-Peter Hagen

20,000

10,000

4,400

34,400

Peter Kollmann

20,000

10,000

4,400

34,400

Daniela Lecuona Torras

20,000

-

2,400

22,400

Renate Richter

-

-

2,400

2,400

Werner Luksch

-

-

2,400

2,400

Alexander Sollak

-

-

4,400

4,400

Gottfried Kehrer

-

-

2,400

2,400

Gerhard Bayer 2)

-

-

1,600

1,600

Walter Hotz 3)

-

-

2,800

2,800

Total

230,000

86,000

56,000

372,000

Note on above remuneration:

The figures shown in the table break down as follows:

  • ▸ Edith Hlawati: EUR 52,000

    EUR 40,000 as the Chairperson of the

    Supervisory Board

    EUR 12,000 as the Chairperson of the Remuneration Committee

  • ▸ Carlos García Moreno Elizondo: EUR 42,000

    EUR 30,000 as the Deputy Chairperson of the Supervisory Board

    EUR 12,000 as the Chairperson of the Audit Committee

  • ▸ Oscar Von Hauske Solís: EUR 32,000

EUR 20,000 as basic remuneration

EUR 12,000 as the Chairperson of the Staff and Nomination Committee

  • ▸ Thomas Schmid, Alejandro Cantú Jiménez,

    Hans-Peter Hagen, Carlos M. Jarque and Peter Kollmann: EUR 30,000 each

    EUR 20,000 each as basic remuneration

    EUR 10,000 each for one seat on a committee

  • ▸ Karin Exner-Wöhrer and Daniela Lecuona-Torras: EUR 20,000 each as basic remuneration

  • ▸ The employee representative members - Gerhard Bayer, Gottfried Kehrer, Werner Luksch, Renate Richter, Alexander

    Sollak and Walter Hotz, since resigned - receive only their attendance fees.

Fixed remuneration of the Management Board in 2020 and 2019

2020

2019

TotalTotal non-cash

in EUR

2020

ArnoldnerPlaterMayrhofer

Total

2019

ArnoldnerPlaterMayrhofer

Total

Fixed annual salary

535,000

579,583

495,000

1,609,583

535,000

535,000

495,000

1,565,000

Total non-cash remuneration and reimbursement of expenses

17,530

25,463

17,608

60,601

17,356.44

24,224.60

17,373.55

58,955

Contributions to corporate pension fund

107,000

117,700

99,000

323,700

107,000

117,700

99,000

323,700

Subtotal - fixed remuneration

659,530

722,746

611,608

1,993,884

659,356

676,924

611,374

1,947,655

Annex 2

Total

2019

Mayrhofer

  • 611,374 1,947,655

  • 668,993 2,275,678

    547,197

    249,549

  • 918,541 2,822,875

Plater 676,924

883,633

297,649

1,181,282

1,858,206 1,529,915 4,770,530

40 41

60 59

36

64

Arnoldner 659,356

723,053

0

723,053

1,382,409

48

52

Variableremuneration STI2019 (payoutin2019and2020) Variableremuneration for2017LTI (payoutin2020)Total

Total remuneration of the Management Board in 2020, 2019 year-on-year change in total remuneration, business performance indicator (net result) and average employee remuneration

Mayrhofer

  • 611,608 1,993,884

  • 648,945 2,130,771

  • 221,576 689,901

  • 870,521 2,820,672

2020

Plater 722,746

780,441

263,432

1,043,873

1,766,619 1,482,129 4,814,557

41 41

59 59

-47,785 44,027

-3.1 0.9

41

59

-91,587

-4.9

Arnoldner 659,530

701,385

204,893

906,278

1,565,808

42

58

183,399

13.3

inEUR Fixedremuneration Variableremuneration STI2020 (payoutin2021) Variableremuneration for2018LTI (payoutin2021) Subtotal- variableremuneration (STI+LTI)

Totalremuneration

Relativeshareoffixed remuneration(in%)

Relativeshareofvariable remuneration(in%)

Changeintotal remuneration,absolute

Changeintotal remuneration(in%)

Businessperformanceindicators inEURmillion

Netresult 388.8 327.4

Change,absolute 61

Change(in%) 18.7

AverageemployeepayinAustria(basedonaveragesalaries) 66,379 65,104

ChangeinaverageemployeepayinAustria(basedonaveragesalaries),absolute 1,275

ChangeinaverageemployeepayinAustria(basedonaveragesalaries)(in%) 2.0

Remuneration paid in 2020 and 2019

Remuneration of the Management Board in accordance with the consolidated financial statements, note 36

2020

2019

Subtotal

Change in

Annex 4

Remuneration of the Supervisory Board in 2019

Remuneration of the Supervisory Board granted in 2019 and paid in 2020 (in EUR)

  • 1) Supervisory Board remuneration and attendance fees are paid to ÖBAG.

  • 2) Supervisory Board remuneration and attendance fees for the period May 30 to December 31, 2019. Mr. Schmid has been a member of the Supervisory Board since May 30, 2019.

  • 3) Supervisory Board remuneration and attendance fees for the period January 1, to May 29, 2019. Ms. Glatz-Kremsner stepped down as a member of the Supervisory Board on May 29, 2019.

STI advance

Total

Basic

Committee

Attendance fee

Name

remuneration

remuneration

(paid in 2019)

Total

Edith Hlawati (Chairperson)

40,000

12,000

3,600

55,600

Carlos José García Moreno Elizondo

(Deputy Chairperson)

30,000

12,000

4,800

46,800

Oscar Von Hauske Solis

20,000

12,000

5,600

37,600

Thomas Schmid 1) 2)

10,868

5,434

2,800

19,102

Karin Exner-Wöhrer

20,000

-

2,800

22,800

Carlos M. Jarque

20,000

10,000

4,800

34,800

Alejandro Cantú Jiménez

20,000

10,000

2,000

32,000

Hans-Peter Hagen

20,000

10,000

4,800

34,800

Peter Kollmann

20,000

10,000

4,800

34,800

Daniela Lecuona Torras

20,000

-

2,800

22,800

Bettina Glatz-Kremsner 3)

8,164

4,082

1,200

13,446

Renate Richter

-

-

2,800

2,800

Werner Luksch

-

-

2,400

2,400

Alexander Sollak

-

-

4,400

4,400

Gottfried Kehrer

-

-

2,800

2,800

Walter Hotz

-

-

4,000

4,000

Total

229,032

85,516

56,400

370,948

in EUR

2020

ArnoldnerPlater

Mayrhofer

Total

2019

ArnoldnerPlaterMayrhofer

Total

Fixed remuneration (including non-cash remuneration)

552,530

605,046

512,608

1,670,184

552,356

559,225

512,374

1,623,955

Residual

STI payments, previous year

402,053

562,633

371,992

1,336,678

103,791

348,681

269,280

721,753

STI advance payment

0

0

0

0

321,000

321,000

297,000

939,000

STI

402,053

562,633

371,992

1,336,678

424,791

669,681

566,280

1,660,753

LTI

0

297,649

249,549

547,197

0

450,030

331,121

781,151

Subtotal - variable remuneration (STI + LTI)

402,053

860,281

621,541

1,883,875

424,791

1,119,711

897,401

2,441,904

Remuneration

Remuneration (in accordance with note (36))

954,583 1,465,327

1,134,149

3,554,059

977,148

1,678,936

1,409,775

4,065,858

Change in remuneration, absolute

-22,565

-213,609

-275,626

-511,799

Change in remuneration (in %)

-2.3

-12.7

-19.6

-12.6

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Telekom Austria AG published this content on 22 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2021 15:48:08 UTC.