Wienerberger : Presentation - ESG Roadshow January 2021

ESG Roadshow

20-25 January 2021

Disclaimer

Cautionary note regarding forward-looking statements

• The information contained in this document has not been independently verified and no representation or warranty expressed or implied is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of this information or opinions contained herein.
• Certain statements contained in this document may be statements of future expectations and other forward-looking statements that are based on management's current view and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements.
• None of Wienerberger AG or any of its affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this document or its content or otherwise arising in connection with this document.
• This document does not constitute an offer or invitation to purchase or subscribe for any securities and neither it nor any part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever.

2

Group Strategy

Growth through self help, organic growth and

M&A

Organic growth through

Innovation & Digitalization

	help		GROUP STRATEGY		growth
	Self
				Inorganic
	through						through
Operational					M&A
			and Portfolio
Excellence			Become full system
Increase our		Optimization
				solutions provider in
			VALUE CREATION
				ENERGY & WATER
			within the HOUSE
			MANAGEMENT

All activities are subject to clear ESG objectives

3

Handling the Covid-19 pandemic as a Group

Employees		Financial implication		Communication

› Physical measures

› Strong focus on cash flow

› Keeping all stakeholders up to date

• • Strict H&S measures implemented throughout the entire value chain
  • Immediate constitution of internal business resilience team
  • Implementation of home office within 48h
• Psychological measures (2nd lockdown in autumn)
• • Regular management/team calls
  • Set up of psychological support hotline

• Cost savings across all activities
• Strict Working Capital management
• Enhanced liquidity by issuing a € 400 mn bond and secure additional credit lines
• Share buyback program of 1% between March and June 2020 successfully completed
• Maintaining commitment to 2019 dividend - payment was made in October 2020

• Transparent and timely communication to all stakeholders
• Weekly employee updates from CEO
• Regular updates to the financial market (2 per month)

With an effective and proactive crisis management we secured
sustainable business performance over the whole year	4

Health & Safety: Top priority across the organization

We have a clear goal - zero accidents!

• Health & Safety (H&S) is a leading indicator of our operational performance
• Involvement of the top management and regular updates and discussions in the Sustainability and Innovation Committee and
  Supervisory Board
• A new groupwide H&S Policy published in January 2021 Link
• • Translated already in 17 languages
  • H&S Pledge requesting everyone to 'Sign-Up' to the Policy
• Intensive training offer for employees, also during Covid times in virtual format
• Effective Health & Safety Management Systems throughout the whole organization:

Strong track record in AFR improvement

AFR1) development since 2009

26

20

16

12 12

10

8	7		6
	5	5

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

• Risks are identified and mitigated to the lowest practicable level
• H&S concerns are fully investigated to determine the root cause

1) Accident frequency rate measured in number of occupational accidents/number of hours worked x 1,000,000

5

Wienerberger's commitment to ESG is recognized with strong performance in all key ratings

Continuous improvements of our ratings in 2020

• EcoVadis Silver: Awarded with silver medal due to improvements in all evaluation areas (Nov 2020)

E

(Environment)

GS

(Governance)(Social)

• Confirmation of our AAA rating by MSCI for the second time in a row (Nov 2020)
• Prime status confirmed by ISS ESG for the fourth time. Rating scoring vs. 2019 further
  improved (Sept 2020)
• Further improvement of our ESG Risk rating with Sustainalytics with a score of 22.6 (July 2020)

Note: Further details on our ratings can be found on our homepage under: Link	6

Sustainability

Sustainability Roadmap 2020

Wienerberger accomplished its Sustainability

Roadmap 2020

AREA	TARGET		ACHIEVEMENT
EMPLOYEES	Zero accidents	~	Continuous track record
of AFR1) improvement:
		2019 -6% vs. 2018

PRODUCTS

PRODUCTION

RECYCLABILITY

Achieve more than 25%

of Group revenues from innovative products

Reduce energy consumption

and CO2 emissions in WBS ceramic production by 20% until 2020

Increase the share of recycled material per ton of plastic pipes produced

• > 30% in 2019
• For clay blocks
• Initial target achieved 2 years in advance

SOCIAL	Zero incidents of corruption	
RESPONSIBILITY	Achieved in 2019
1) Accident frequency rate 2019 vs. 2018 measured in number of occupational accidents/number of hours worked x 1,000,000		8

Note: 2020 non-financial figures will be published in the Annual Report 2020 and Sustainability Report 2020

Sustainability Strategy 2023

Process for strategy development

Performed steps

Conduction of materiality analysis to define focus topics for strategy 2023

Derivation of targets and KPIs for material topics based on the materiality analysis and industry benchmarking:

• Regular checkpoints between the Managing Board and a dedicated ESG Task Force team

Close collaboration		Communication
with the Sustainability	Sign-off by the
across organization
and Innovation	Supervisory Board
and external
Committee to define
	stakeholders
the strategy 2023

Development of Strategy 2023		Mode of Operation	Communication
Key stakeholders
Providing their view on	Group Sustainability &				Group Sustainability &
material topics		Supervisory Board
Innovation Management		Innovation Management
(e.g. customers, suppliers,
employees, investors)
	Business Units				Corporate Communication &
				Investor Relations
			Managing Board	Sustainability &
			CEO, CFO		Innovation Committee
	ESG Task Force				Business Units
	(CEO, CFO, Corp Sustainability, IR)
Corp. function Special team WBSIWPSINOAM	Mgmt. Board	Committees	Sup. Board			9

Decision making bodies

Sustainability Governance

Clear governance for strategy oversight and execution in place

			Supervisory Board
		Managing Board				Committees responsible topics/riskESGfor
		CEO, CFO, COOs WBS and WPS		Sustainability &
ReportingGroup		(Sustainability Steering Committee)
	Innovation Committee
					Audit & Risk Committee
Financial-		Group functions supporting the execution of the Sustainability Strategy 2023
Non	Human Resources	Corporate Secretary &	Procurement		Corp. Risk & Internal Audit
Employees development	Legal Services	Supplier management and		Identify and monitor risk and
incl.	Diversity	Compliance with	supply chain requirements		mitigation measures related to ESG
	business ethics
Reporting	Health & Safety	Group Sustainability &	Public Affairs		Corp. Comms & IR
	H&S topics in operations	Innovation Management	Representing WB interests at		Regular communication to
Corporate				EU level and industry associations	all stakeholders
	Business Units responsible for the execution of the Sustainability Strategy 2023
		WBS, WPS, NOAM and dedicated local management teams
Corp. function	Special team WBSIWPSINOAM	Mgmt. Board	Committees	Sup. Board

• Regular updates and discussions regarding ESG between the Managing Board and the Supervisory
  Board (SB)
• Sustainability and Innovation Committee is responsible for monitoring the implementation of the ESG strategy
• Group functions are supporting the target setting, execution and monitoring of progress
• Operations responsible for local communication and implementation

10

Decision making bodies

Sustainability Strategy 2023

We continue our sustainability commitment and consider

the bigger picture when managing our business

2023	2050
PROGRAM	We are committed
Wienerberger's	to NET ZERO GHG
near-termtarget	emissions
in line with the
	EU Green Deal

We are acting responsibly, improving people's quality of life and ensuring that

future generations have the same opportunities as we have today

11

Sustainability Strategy 2023

Our 2023 sustainability targets are fully in line with the EU Green Deal

ENVIRONMENT		SOCIAL

GOVERNANCE

Climate Protection

-15%	CO2e1) emissions
vs. 2020

Circular Economy

100% Of new products will be designed in a way that they are recyclable or reusable

Biodiversity

Biodiversity program

for all our sites in place

Diversity

>15% Female employees in senior management

>30% Female employees in white collar positions

Training and Development

+10% More training hours per employee

CSR Projects

200 Housing units built with our products per year for people in need in our local markets

Committed to highest national and international governance standards and with focus on:

• Business strategy
• Board diversity and composition
• Executive compensation
• Succession management

1) "Carbon dioxide equivalents" or "CO2e" is a term used to describe the global warming potential (GWP) of various greenhouse gases in a single unit	12
Note: All goals are set vs. the reference year 2020

Corporate Governance

Overview

Investor Feedback and Wienerberger's Reaction

Supervisory Board: Composition and Topics of Focus

Managing Board: Strengthened Management Team and

Remuneration Update

14

Corporate Governance

Strong commitment to international governance standards and continuous shareholder engagement

Areas for Action - Feedback from Shareholder Engagements

What We Heard		What We Are Doing

The new Board structure makes sense and seems to be more effective. Outcomes of external Board reviews should be published

Sustainability reporting should be enhanced with additional reporting standards (e.g. TCFD)

Enhance Supervisory Board skills matrix with ESG expertise

Remuneration: Ex-ante disclosure of performance measure weightings and target values requested, as well as retrospective disclosure of target achievements in remuneration report (STI and LTI)

Remuneration: Disclose more detailed framework for LTI 2020-2024 including vesting schedule for different levels of target achievements

An independent performance review of the new Board composition and its functioning was conducted after a 12 months period. The results will be published in the Annual Report 2020

A TCFD roadmap has been worked out and first recommendations (governance and risk management) will be included in the Annual Report 2020. Climate risk topics will regularly be discussed in the Supervisory Board and Sustainability and Innovation Committee

ESG know-how will be a focus topic for future director nominations and the skills matrix will be expanded once new Board members are appointed. The Board is continuously supported by external and internal experts

Ex-ante target disclosure will be published before AGMs. Transparent retrospective disclosure of target achievements and resulting pay outs will be disclosed in annual remuneration reports

Remuneration Committee worked on a detailed framework for the LTI including payout curves per KPI (see slide 28)

15

Overview

Investor Feedback and Wienerberger's Reaction

Supervisory Board: Composition and Topics of Focus

Managing Board: Strengthened Management Team and

Remuneration Update

16

Supervisory Board

The structure increases commitment to intl. Governance Standards and development of strategy

As of January 1, 2021 -

successful appointment of a new, independent, Supervisory Board Chair

Board

Supervisory

Management

Peter Steiner (C)

Myriam Meyer (VC)

Structure as of January 2021

Audit & Risk Committee

Renumeration Committee

David Davies (C)

Regina Prehofer

Oswald Schmid

Peter Steiner (C)

Regina Prehofer

Peter Johnson

Financial expert

Nomination Committee

Sustainability &

Innovation Committee

Peter

Myriam

Peter

Christian

David

Myriam Meyer (C)

Christian Jourquin

Oswald Schmid 17

Steiner (C)

Meyer

Johnson

Jourquin

Davies

Supervisory Board

The new Chairman will focus on his

strategic role to...

…further develop a good succession management and senior HR development

…act as an active sparring partner to the CEO and the executive management team by:

• supporting them for the implementation of strategic and performance topics
• ensuring alignment between Managing Board and Supervisory Board in all matters

…ensure that together with the established Supervisory Board committees, they will deal with:

› key digitalisation and sustainability topics

› projects intended to generate organic growth via innovation and inorganic growth via M&A

…make sure that the Supervisory Board will continue to deliver best standards of governance by international as well as Austrian standards

18

Supervisory Board

Structured Supervisory Board nomination process to strengthen the Board

PROFILE

DEFINITION

• Development of a profile based on industry and functional expertise considering also ESG skills
• Leadership roles and international work experience
• Consideration of diversity aspects

LONG LIST		SHORT LIST		EVALUATION		NOMINATION
DEFINITION		DEFINITION		PROCESS
› Search in		› Candidates are		› Assessment of		› Shortlisted
cooperation with		identified based		shortlisted		candidate is
external		on a paper review		candidates		nominated
consultants		of potential		› Interview
› Potential external		candidates		process with
/ internal				Nomination
candidates are				Committee
identified

DECISION

• Finaland decision development of a transition/ onboarding plan

Professional and structured succession planning process using Board
skills matrix as a basis to define profiles for future Board members	19

Supervisory Board

Skills matrix as basis for future Board candidates

Skills matrix as of January 2021

Focus skills for future potential profile(s)

• Structured succession planning process not only for the upcoming AGM, but also with regard to future strategic needs
• New Supervisory Board members should bring a combination/expertise of the following capabilities:
• • Sustainability & ESG
  • Finance expertise
  • Digitalisation
  • Sector expertise
• Potential candidates shall meet the governance criteria on diversity and have sufficient international experience

Note: the skills matrix is also available in appendix on slide 35	20

Overview

Investor Feedback and Wienerberger's Reaction

Supervisory Board: Composition and Topics of Focus

Managing Board: Strengthened Management Team and

Remuneration Update

21

Strengthened Managing Board to drive future growth

Heimo Scheuch	Carlo Crosetto	Solveig Menard-Galli	Harald Schwarzmayr
as CEO is responsible for the	as CFO took over the	as COO for Wienerberger	as COO for Wienerberger
strategic and operational	responsibilities of the Chief	Building Solutions	Piping Solutions
development of the company	Performance Officer role	Appointed until 31st May 2022	Appointed until 30th June 2023
Prolonged as CEO until 31st December 2025	Appointed until 28nd February 2023

Allows us to move even closer to our customers, increasing our
responsiveness and reinforcing our innovative strength	22

Mode of operation of the Managing Board

Managing Board as of June 2020		Principals of operation

› As of June 2020 the Managing Board of Wienerberger Group consists of four members, which allows:

› Increased synergies between the Business

Units

› 25% share of women with Solveig Menard-Galli as COO for WBS

› Decisions by the Managing Board require unanimity

› Four-eyesprinciple applies on key decisions and when large contracts are signed

› The management of the company is based on an effective reporting system

23

Remuneration: Recap of 2020-2024 Policy

Fixed Remuneration

• 2020 and 2021 fixed salaries are in line with the Remuneration Policy 2020-2024
• Fixed remuneration is divided into fourteen instalments (common practice in Austria) and paid at the end of each month

Managing Board member	Base salary FY 2020	Base Salary FY 2021
Heimo Scheuch (CEO)	EUR 898,067	EUR 900,000 next index adjustment in
2022
Carlo Crosetto (CFO)	EUR 510,000	2020 salary adjusted based on AT
consumer price index
Solveig Menard-Galli (COO WBS)	EUR 429,675	2020 salary adjusted based on AT
consumer price index
Harald Schwarzmayr (COO WPS)	EUR 425,000	2020 salary adjusted based on AT
consumer price index

Amounts are consistent with the respective roles and
responsibilities	24

Adjustment of STI 2020 for the whole Group during pandemic

Covid-19 showcased a practical example of the Supervisory Board's usage of discretionary power

Remuneration Policy - STI 2020 (pre Covid-19)

• Short-termvariable remuneration for all members is capped at 100% of annual fixed remuneration
• Short-termvariable remuneration allocation1) based on:
• • EBITDA LFL
  • Free Cash Flow
  • Efficiency enhancement measures (e.g. Fast Forward)

Remuneration Committee Adjustments (post Covid-19)

Exceptional situation due to Covid-19:re-alignincentive structures to meet stakeholder expectations

STI 2020 adaptations:

• Significantly decrease the maximum entitlement limitation (cap) to 70%
• Focus on EBITDA LFL (100% of award) as a performance measure in 2020 only
• Re-alignperformance targets with revised guidance to reflect the impact of Covid-19 whilst ensuring they remained stretchingLink:
• • Lower range: EUR 480 mn (0% bonus)
  • Upper range: EUR 520 mn (70% bonus cap)
• Target achievement and resulting payout will be communicated in the 2020 Remuneration Report

STI targets have been adapted for all bonus entitled employees accordingly to reflect

the efforts made during the challenging times

1) Weightings 2020: EBITDA LFL I Free Cash Flow I Efficiency enhancement measures→ CEO: 50% I 50% I 0%; CFO: 30% I 30% I 40%; COO WBS: 10% I 10% I 80%, targets for COO WPS, who	25
joined the Managing Board as of July 1, 2020 will be disclosed retrospectively

Remuneration Policy 2020-2024 - no change for STI going forward

Short-term incentive 2021-2024 focuses on operational performance and efficiency enhancement

Parameter		Short-term incentive 2021-2024	Link to strategy
Plan type	›	Annual Bonus
Performance period	›	1 year
	Allocation based on:	› EBITDA LFL and Free Cash Flow measure the company's
	›	EBITDA	operating results. Both KPIs are a result of the execution
	›	Free Cash Flow	of Wienerberger's value enhancing strategy.
Performance measures	›	Efficiency enhancement measures	› Efficiency enhancement is linked to a continuous
	Annual target amounts for each business year will be	improvement of Wienerberger's internal processes as
	well as the positioning in our markets. It is a key enabler
	disclosed before each AGM	in Wienerberger's Group strategy and a major driver of
			future EBITDA enhancement from own strength.
Cap	100% of base salary
	› Clearly defined values for 0%, 100% and 150% target
Target achievement		achievement
	› Linear pay-out
Vesting	›	Cliff vesting (paid in one instalment)
Settlement	›	Cash

26

Remuneration Policy 2020-2024 - no change for LTI

Long-term incentive focuses on long-term profitability and shareholder value creation

Parameter	Long-term incentive 2021-2024	Link to strategy
Plan type	› Performance Share Units
Performance period	› 3 years + 2 years lock-up period
		› TSR creates an incentive to increase the Company's long-
		term earnings performance on a relative basis. It reflects
		the Managing Board's incentive to maximize shareholder
	› 1/3: Relative TSR benchmarked vs STOXX	value. Furthermore, it reflects shareholder feedback.
	› ROCE is Wienerberger's key KPI for value management. It
	Europe 600 Construction & Materials
	reflects the value creation by single Business Units and by the
Performance	Index
Group as a whole. It is also a main driver for future M&A
measure	› 1/3: ROCE
decisions. Wienerberger has a clear target to surpass a 10%
	› 1/3: ESG Targets (CO2 reduction, diversity and
	ROCE
	training and development)
	› ESG targets are key enablers in Wienerberger's Group
		strategy, clearly measurable and transparently reported on
		an annual basis. Furthermore, it reflects shareholder
		feedback.
Cap	› CEO up to 175% › CFO up to 150% › COOs up to 150%
Target achievement	› Clearly defined values for 0%, 100% and 150% target
	achievement
	› Vesting in two installments:
Vesting	1) max 50% of LTI entitlement after 3 years in cash
2) min 50% of LTI entitlement in shares, vesting after
	two further years
Settlement	› Cash after 3 and 5 years

Remuneration Policy 2020-2024 - update on LTI framework 2021

LTI payout/entitlement curve per KPI after 3 years performance period

		11,1% CO2e reductions
150/175
in %	100
Payout	50
	0	0	5%	15%	30%

Less CO2e emissions vs. 2020

11,1%	Diversity			11,1%	Training & development
150/175				150/175
100				100
				50
0				0	0	10%	25%
-5/10%	Target	+7.5/15%
	points		points
Share of female employees in			More training hours per employee
senior management/white collars

33,3% Relative TSR1)

33,3%

ROCE

1. vs. STOXX Europe 600 Construction & Materials Index

150/175
%	100
in
Payout	50
	25
	0	0	20%	50%	75%
			quartile	quartile	quartile

TSR performance

150/175
100
50
0
0	-1% point	Target	+0.5%	28
						points
			ROCE level

CEO Remuneration Update

LTI for the CEO to deliver 2023 targets

Strategic rationale

• Thewell Remuneration Policy approved by shareholders works
• A "Sustainable Growth Award" (a long-term equity award), has been granted to the CEO to ensure Wienerberger continues to deliver on its long-termcommitments to its stakeholders
• CEO invests into the future of Wienerberger by
• • channeling outstanding LTI and 2020 variable opportunity into the special LTI
  • paying taxes upfront from private funds
  • showing strong commitment to delivering strategy 2023 targets
• This is a one-time award, in light of Covid-19, and will not be replicated in the future

Growth Award designed in line with shareholders' interests, to ensure Wienerberger navigates the (post)

Covid-19 crisis with a long-term objective

Key parameters of award

Parameter			Details
Grant amount	›	EUR 2.5 mn
Plan type	›	RSU* (40% with 5 year holding period) and PSU (60%)
* RSU - taxes paid directly by CEO upfront
Performance period	›	3 years + 2 years lock-up period
for PSU
	›	70%: EBITDA enhancement according to strategy
Performance		2023
›	30%: ESG targets
measure (see details next
	›	CO2e emissions reduction
slide)
	›	Diversity
		›	Training and development
Underpin	›	STIs must payout at least 50% each year, otherwise
	PSU awards reduced by 1/3 each year
Target achievement	›	Clearly defined values for 0%, and 100% and 250%
Vesting	›	In one instalment after 5 years
Claw-back, malus and	›	Same rules apply as outlined in Remuneration Policy
leaver regulation		2020-2024

29

Special LTI for CEO

Special LTI entitlement curve per KPI after 3 years performance period

70%	EBITDA enhancement	10%	CO2e reductions
250			250				250
Payoutin %			100				100
100
0	-25%	100% target	0	5%	15%	30%	0
	+37.5%

10%	Diversity		10%	Training & Development
				250
				100
	-5/10%	Target	+7.5/15%	0	0	10%	25%
	points		points

Incremental EBITDA contribution

Less CO2e emissions vs. 2020

Share of female employees

More training hours per employee

Incremental EBITDA contribution in EUR mn

Year 0% Target 250%

2021 22.5 30.0 41.3

2022 31.1 41.5 57.1

2023 47.6 63.5 87.3

Total 101.2 135 185.7

Exane: "CMD unveils ambitious three-year	Level	0%	Target	250%
plan. The group 2023 strategy provides a	Senior	10%	15%	22.5%
positive message on the group ability to drive
mgmt
further cost-reduction and efficiency
measures in these uncertain times as well as
White	20%	30%	45%
incremental EBITDA from innovative and ESG
investments."	collar

30

Executive Summary

1

2

3

4

Wienerberger professionally managed the Covid-19 crisis and came out stronger than before

Strong track record of strategy execution with clear targets for 2023

New, independent Board established and Managing Board further strengthened

Update to remuneration policy in line with shareholders' interests

31

32

Appendix

Corporate governance

Commitment to International Governance Standards

• As a 100% free float company our commitment to highest governance standards comes natural to us
• No preferred shares
• No restrictions to common shares
• One share - one vote principle
• Independent,Board diverse and international Supervisory Experienced management team with strong track-
• record
• Open and transparent communication with all stakeholders
• Employee participation scheme being further rolled out

Shareholder Structure1)

FMR 2)	Impax Asset
4,9%	Management 2)
			4.2%	BNP Paribas Asset Management
								4.0%
									Treasury Shares & Director's
												Dealings
							2,7%
									Employee Participation 3)
								0.4%
											Retail
						14.2%

Institutional shareholders	Structure as of January 2021
69,5%

1) Source: Nasdaq (Public Holdings) // 2) Nasdaq, as of Jan 15,2021 // 3) Excl. Director's Holdings

34

Supervisory Board

Skills matrix - experienced and diverse team of experts

Peter		Myriam		Peter		Regina		David
Steiner (C)		Meyer (VC)		Johnson		Prehofer		Davies

Building materials & construction

CEO Experience

CFO Experience

M&A

Capital Markets/IR

Senior HR

Sales & Marketing

Manufacturing

Innovation

Supply Chain &

Logistics

Digital

Austrian markets

European markets

North America markets

ChristianOswald

JourquinSchmid

35

Structure as of January 2021

Supervisory Board

Experienced, diverse, independent

Supervisory Board overview including employee representatives
Board Members			Gender Diversity
					Board members
7	Shareholder	Elected by the Annual General Meeting	30%
Representatives	for a fixed term
3		70%
Employee	Delegated by the Works Council for an
Representatives
unlimited period of time	Male
				Female

Structure as of January 2021

Independence1)

Board members

40%

60%

Independent

Not independent

Age: avg. 60		Place of Birth			Tenure of Shareholder Representatives 2)
Board members			Board members

	20%			4
		50%	50%		2	1
80%
> 65	< 65	Austria	Other	1-5 years	6-10 years	>10 years

1) 6/7 of the shareholder representatives are independent as of January 2020. Peter Johnson is not independent since May 13, 2020 according to declaration of independence in terms of the Austrian Corporate	36
Governance Code // 2) According to Austrian law, employee representatives are delegated by the Works Council, and their membership is not subject to a time limit. The three employee representatives have been
members of the Supervisory Board for 1,14 and 18 years, respectively

Supervisory Board

Increased Board workload

Attendance 2020

Shareholder representatives

Peter Johnson 1)

Peter Steiner 2)

Caroline Grégoire Sainte Marie 3)

Myriam Meyer 4)

David Davies 5)

Regina Prehofer

Oswald Schmid

Christian Jourquin

Employee representatives

Gerhard Seban

Claudia Schiroky

Wolfgang Wallner

		Committees
Supervisory	Audit & Risk	Nomination Remuneration	Sustainability
Board			& Innovation

15/16	5/5	-	4/4	-
16/16	5/5	-	4/4	-
4/4	1/1	2/2	-	1/1
15/16	5/5	-	-	3/3
14/16	5/5	5/5	-	-
13/16	-	5/5	4/4	-
15/16	-	5/5	-	3/3
14/16	4/5	-	-	3/3
16/16	5/5	5/5	4/4	3/3
13/16	-	-	-	-
8/16	-	-	-	-

• mandates held in publicly listed companies

	1			5			1
			0			1			2

33 board meetings in 2020

16	Supervisory Board
5	Nomination
5	Audit & Risk
4	Remuneration
3	Sustainability & Innovation

1) Chairman of the Supervisory Board and Chairman of the Nomination Committee until September 22, 2020 // 2)	1st Supervisory Board Vice Chairman and Senior Independent Director until December 31st,2020,
Chairman of the Remuneration Committee and Chairman of the Nomination Committee as of September 22, 2020 // 3) 2nd Supervisory Board Vice Chairwoman and Chairwoman of the Sustainability and Innovation	37
Committee until May 5, 2020. Ms. Gregoire Sainte Marie resigned from the Supervisory Board as of May 5, 2020 //	4) 2nd Supervisory Board Vice Chairwomen from May 5 until December 31, 2020 and Chairwoman of

the Sustainability and Innovation Committee as of May 5, 2020. First Vice Chairwoman of the Supervisory Board as of January 1, 2021 // 5) Chairman of the Audit and Risk Committee

Remuneration Policy 2020-2024 - no changes

Termination and Awards

› Post-mandate vesting (LTI-plan)	Pro-rating for time example: "How it works ?"
Awards at the time of a beneficiary's termination (for good leavers1)):
›	All awards remain conditional upon the achievement of the initial	With the current LTI structure, a maximum of 3 plans can run at the
	performance conditions
	same time. As a result, this is how the pro-rating for time would be
›
Final award is prorated for time	calculated for a termination on June 30 of year 3 in our example

• Severance Compensation
• • Regulated according to the Austrian law, capped with one annual salary (fixed and all variable components)
• Change of Control Clauses
• • All payments agreed upon in the employment contracts with the members of the Managing Board are in principle payable until the end of the contract period as originally specified
  • Capped at two annual remuneration payments
• Claw-BackClause
• • Applicable where the underlying information for remuneration calculation is found to be inaccurate or erroneous
  • Or where mandatory internal corporate rules or applicable law are subsequently proven to have been breached

1) The decision to classify a leaver as good leaver will be disclosed under the ex post vote at the time the mandate is terminated

38

Supervisory Board

Priorities of Supervisory Board and Committees Overview

Audit and Risk Committee

Nomination Committee

• Monitors the Group's system of accounting and the effectiveness of its internal control, audit and risk management systems
• Monitors the audit process in a preparatory capacity for the Supervisory Board
• Verifies the independence of the external auditor on an annual basis
• Chairman: David Davies

Remuneration Committee

Supervisory Board

committees

• Ensures compliance of the Supervisory Board structure with national and international legal provisions
• Evaluates the qualification of candidates for the Managing Board and the Supervisory Board
• Deals with succession management
• Elaborates proposals for the election of capital representatives to the Supervisory Board on the basis of a defined requirements profile
• Chairman: Peter Steiner

Sustainability and Innovation Committee

• Deals with all matters concerning the remuneration of Managing Board and Supervisory Board members
• Monitors the remuneration practices and related incentive structures
• Develops the remuneration policy for the members of the Managing Board and the Supervisory Board
• Resolutions are adopted by the Supervisory Board
• Chairman: Peter Steiner

• Supports the Managing Board in revising and further developing the Group's sustainability and innovation strategy
• Discusses new provisions and global trends in sustainability and innovation management
• Monitors the implementation of the Group's sustainability and innovation strategy

›	Chairwoman: Myriam Meyer	39

Structure as of January 2021