Information on agenda item 7: Remuneration system for the members of the Management Board

Convenience Translation

Mister Spex SE

Berlin

ISIN: DE000A3CSAE2

WKN: A3CSAE

Annual General Meeting on 7 June 2024

INFORMATION ON ITEM 7 OF THE AGENDA:

REMUNERATION SYSTEM FOR THE MEMBERS OF THE MANAGEMENT BOARD

1. Principles of the Management Board remuneration system

Mister Spex SE was founded in 2007 and is one of the leading digitally native omnichan- nel retail brands in the optical industry in Europe. The Company offers its customers fashionable glasses, including prescription glasses, sunglasses and contact lenses. Thanks to the seamless omnichannel approach, Mister Spex creates an individual shopping experience and at the same time gives its customers the freedom to decide for themselves when, where and how they want to buy their glasses.

The data- and technology-driven core of the business model allows Mister Spex to continuously improve and innovate the experience of its customers and therefore fosters further growth and expansion. At the same time Mister Spex is aware of its responsibilities regarding the environment, employees and the surrounding community, particularly in times of ecological challenges and fast-pace consumption. Therefore, a number of important initiatives were launched to strengthen corporate responsibility and secure a sustainable success of the Company.

The remuneration system for the members of the Management Board reflects this business strategy and contributes significantly to the implementation of Mister Spex' corporate goals. It provides targeted incentives for the members of the Management Board to improve financial key figures used for corporate steering to promote further growth. In line with the corporate strategy, the remuneration system is also set to reward the fulfilment of non-financial goals, with a clear focus on customers and ESG initiatives, in order

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to reinforce innovation and corporate responsibility. Furthermore, as shareholders are considered as one of the key stakeholders of Mister Spex, long-term variable remuneration is share-based to ensure a long-term alignment of interests between the Management Board and the shareholders.

The remuneration system for the members of the Management Board complies with the requirements of the German Stock Corporation Act (Aktiengesetz - AktG) and considers the recommendations and suggestions of the German Corporate Governance Code (Deutscher Corporate Governance Kodex - DCGK).

The following principles were taken into account by the Supervisory Board in the design of the remuneration system to match the Company's strategy with the remuneration of the Management Board:

2. Procedure for establishing, implementing and reviewing the remuneration system

The Supervisory Board is responsible for determining the remuneration system for the members of the Management Board in accordance with section 87a AktG. While the Supervisory Board plenum makes the final decision on the remuneration system, the Nomination and Remuneration Committee prepares the respective resolution. The remuneration system resolved by the Supervisory Board is subse- quently presented to the Annual General Meeting for approval. If the Annual Gen- eral Meeting does not approve the remuneration system, a revised remuneration system will be submitted for approval at the latest at the next regular Annual

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General Meeting. Going forward, the Supervisory Board regularly reviews the remuneration system with the assistance of its Nomination and Remuneration Com- mittee. Where following the review a material change is made to the remuneration system, the remuneration system is presented to the Annual General Meeting for re-approval. In line with section 120a para. 1 AktG, the remuneration system is submitted to approval at the latest every four years. The Supervisory Board as well as the Nomination and Remuneration Committee may engage an independent external remuneration expert when reviewing the remuneration system.

The Supervisory Board determines the total remuneration for each member of the Management Board on the basis of the applicable remuneration system. The Nomination and Remuneration Committee prepares the decision of the Supervisory Board. To do so, it may engage external experts who are independent of Mister Spex and the Management Board.

To assess the appropriateness of the total target remuneration of each member of the Management Board, the Supervisory Board considers the Management Board member's individual tasks and performance as well as the Company's overall situation and performance. Thereby, the Supervisory Board ensures that the level of remuneration does not exceed the usual level of remuneration without specific justifying reasons. To ensure that the total target remuneration of the members of the Management Board is in line with usual levels compared to other companies, the Supervisory Board conducts a horizontal comparison on a regular basis. The AktG and GCGC require an assessment of the appropriateness of the remuneration of the Management Board based on the criteria country, size and industry. Thus, an individual peer group consisting of companies in e-commerce, retail and tech with start-up character and competitors is typically defined by the Supervisory Board as relevant peer group. The Supervisory Board may adjust the composition of the relevant peer group from time to time taking into account the aforementioned cri- teria. The composition of the peer group as defined most recently is published in the remuneration report.

In order to assess whether the remuneration is appropriate within Mister Spex and to take the employees' remuneration and employment terms into consideration, the Supervisory Board conducts a vertical comparison. In accordance with the recommendations of the GCGC, the Supervisory Board assesses whether the

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remuneration of the members of the Management Board is in line with usual levels within the Company itself. Therefore, the Supervisory Board takes into account the relationship between Management Board remuneration and the remuneration of senior managers and the overall workforce in Germany also over time.

In addition to the vertical comparison, the Supervisory Board also considers the remuneration and employment terms of the Company's employees when determining the target remuneration for Mister Spex' members of the Management Board. Hence, Mister Spex places great value on the consistency of the remuneration system. This includes ensuring a large degree of harmonization in remuneration components by setting similar incentives and goals to ensure the common pursuit of long-term and sustainable growth at Mister Spex.

1. Measures to avoid and manage conflicts of interest
   The rules regarding the avoidance and the management of conflicts of interest ap- plicable to the Supervisory Board are valid also for establishing, implementing and reviewing the remuneration system. Where it comes to any conflicts of interest, the affected member of the Supervisory Board must disclose these to the Chairman of the Supervisory Board. In case conflicts of interest happen to arise for the Chair- man of the Supervisory Board, he discloses these to the Deputy Chairman of the Supervisory Board. Subsequently, any conflict of interest will be dis-closed to the Annual General Meeting. In case of conflicts of interest, the Supervisory Board takes appropriate measures to take account of the conflict of interest. Conflicted members of the Supervisory Board do not participate in discussions and resolu- tions or in the event of a permanent conflict of interest, the respective members of the Supervisory Board shall resign from the Supervisory Board of Mister Spex.
2. Components and structure of the remuneration system
   The remuneration system of Mister Spex consists of fixed and variable remunera- tion components. The fixed remuneration components comprise the base salary as well as fringe benefits. Mister Spex does not provide for - apart from contribu- tions to a direct insurance - company pension arrangements for the members of the Management Board. The variable remuneration components comprise a short- term variable remuneration component (short-term incentive) based on an annual performance period as well as a long-term variable remuneration component (long-

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term incentive). The latter is designed as a virtual stock option program (VSOP); Dirk Graber may also exercise vested stock options that were granted to him prior to the IPO of the Company under a legacy employee stock option program (ESOP) during the designated exercise period.

Next to the fixed and variable remuneration components, certain remuneration- related contractual arrangements are part of the remuneration system, for instance a maximum remuneration cap, malus and clawback provisions and a share ownership guideline. The key aspects of the remuneration system are summarized in the table below:

Remuneration system for members of the Management Board

Fixed remuneration

	Base salary		∙	Fixed annual gross salary, payable in 12 equal monthly instalments
	Fringe benefits		∙	Insurance premiums
			∙	Reimbursement of costs of annual medical check-up
			∙	Payment of half of the contributions to health and nursing care insur-
				ance
			∙	Employer contribution to individual pension direct insurance
				Variable remuneration
	Short-term Incen-		∙	Target bonus model
	tive (STI)		∙	Performance period: 1 year
			∙	Financial goals (e.g. AEBITDA, net revenue growth) and non-financial
				goals (e.g. ESG goals)
			∙	Cap: 150 %
			∙	Payout in cash
	Long-term Incen-		∙	Virtual Stock Option Plan (VSOP)
	tive (LTI)		∙	Waiting period: 4 years
			∙	Performance period: 3 years, starting with the grant date
			∙	Performance target: Share Price-CAGR
			∙	Exercise period: 3 years following end of waiting period
			∙	Settlement: Generally in equity; cash settlement at discretion of Super-
				visory Board
			∙	Vested Pre-IPO ESOP stock options may continue to be exercised dur-
				ing the designated exercise period
				Other contract and system components

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	Maximum remu-		∙	EUR 3,500,000 p.a. für CEO/Co-CEOs
	neration		∙	EUR 1,500,.000 p.a. for ordinary members of the Management Board
	Malus/Clawback		∙	Malus- und Clawback-provisions for compliance violations and/or incor-
				rect financial reports for both STI and LTI

Share Ownership

Guideline

• Equals at least two times (CEO/Co-CEOs)/one time (other members of the Management Board) the annual fixed gross base salary
• Build-upphase of four years

The remuneration system is applicable to all members of the Management Board as of 1 January 2024. To meet the legal requirement of section 87 para. 1 sentence 2 AktG the structure of the total target remuneration is directed towards a long-term and sustainable development of the Company. Therefore, the long-term variable remuneration at target generally outweighs the short-term variable remuneration at target achievement of 100%.

The Supervisory Board has defined ranges for the structure of the total target remuneration (based on a target achievement of 100% for each variable remuneration component) in order to provide individual and at the same time appropriate remuneration packages for current as well as potential future members of the Management Board.

Accordingly, the base salary accounts for approx. 30% - 40%, the short-term incentive for approx. 10% - 20% and the VSOP for approx. 45% - 55% of the total target remuneration.

5. Maximum remuneration

In accordance with section 87a para. 1 sentence 2 no. 1 AktG a maximum remu- neration was defined comprising all remuneration components (i.e. base salary, fringe benefits, short-term and long-term incentive (ESOP, VSOP)). The maximum remuneration for the CEO and each Co-CEO is set at EUR 3,500,000 p.a. and for each other member of the Management Board at EUR 1,500,000 p.a. Potential severance payments are not included in the maximum remuneration.

The maximum remuneration refers to the total sum of all payments resulting from the remuneration granted for a given fiscal year. If the sum of the payments to a member of the Management Board for a fiscal year exceeds the respective

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maximum remuneration, the last remuneration component to be paid out (generally the VSOP) is reduced accordingly.

6. Fixed remuneration

1. Base salary
   Each member of the Management Board receives a fixed annual gross salary which is payable in 12 monthly instalments. In the event that a service agreement does not exist throughout the full 12 months of a calendar year, the fixed annual gross salary is prorated.
2. Fringe benefits
   The members of the Management Board are covered by an accident insurance for death and invalidity. In addition, the Company pays the members of the Manage- ment Board half of the contributions to the health and nursing care insurance of the Management Board, but not exceeding a monthly amount that would be paya- ble if the respective member of the Management Board was insured with the stat- utory health insurance. Furthermore, Mister Spex reimburses costs for an annual medical check-up for each member of the Management Board limited to EUR 2,500 annually. Next to the fringe benefits stated, the members of the Man- agement Board receive reimbursement of expenses (e.g. travel expenses).
   While Mister Spex has not established a separate company pension arrangement for the members of the Management Board, Mister Spex gives an employer con- tribution in the amount of the social security savings if a member of the Manage- ment Board defers part of his/her remuneration into a direct insurance.
   In order to attract the most suitable candidates, the Supervisory Board may grant newly joining members of the Management Board additional fringe benefits such as a housing allowance or relocation costs. If a newly joining member of the Man- agement Board foregoes variable remuneration at his/her former employer, such amount may be compensated as a one-time payment. In addition, the Supervisory Board has the option of granting a one-time payment to new members of the Man- agement Board upon taking office. Where such one-time payments occur, these will be disclosed separately in the remuneration report referring to the respective fiscal year of payment.

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The aforementioned relative proportions of the fixed and variable components (section 4) may vary in the event of a one-time payment as referred to herein.

All fringe benefits including the named one-time payments are included in the maximum remuneration and therefore capped.

Members of the Management Board are covered by a D&O insurance. The Management Board's D&O insurance is subject to an excess amount of 10%.

7. Variable remuneration

Mister Spex grants its members of the Management Board a significant portion of the annual total target remuneration as variable and thereby performance-based remuneration. By doing so, the pay for performance approach is ensured.

7.1 Short-Term Incentive

Mister Spex grants its members of the Management Board a short-term incentive to incentivize the achievement of operational and / or strategic goals. The payout amount of the short-term incentive is determined as the product of the annual tar- get amount as agreed-on in the respective service agreement of each member of the Management Board and the total target achievement which is based on the target achievement of usually multiple financial and non-financial goals. The pay- out amount is capped at 150% of the respective target amount and is settled in cash.

The respective performance criteria within in the financial and non-financial goals are strategy-derived and, irrespective of their measurement on an annual basis, also support the long-term and sustainable development of the Company.

For each fiscal year, the Supervisory Board defines the relevant performance cri- teria for the financial and non-financial goals which are usually additively linked. As Mister Spex clearly focuses on profitable growth, financial goals usually comprise performance criteria such as sales revenue or net revenue growth as well as prof- itability measures such as (adjusted) EBITDA.

With respect to the non-financial goals, the Supervisory Board defines perfor- mance criteria considering ESG aspects, such as, inter alia, net promoter score, natural resource and waste management, greenhouse gas emissions, employee

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health and satisfaction, diversity, apprenticeship offerings or good governance. The Supervisory Board sets the respective performance criteria for the non-financial goals for each fiscal year.

The Supervisory Board also determines the weighting of the selected performance criteria and the respective target values as well as corresponding minimum and maximum values for the fiscal year. At the maximum value, target achievement is capped, i.e., an actual value above the maximum value does not result in a higher target achievement.

For fiscal year 2024, sales revenue and adjusted EBITDA (AEBITDA) have been defined as financial goals. In determining the overall target achievement, sales revenues are weighted at 30 % and AEBITDA at 50 %. Sales revenue and AEBITDA are used as key financial indicators in the corporate management of Mister Spex. Sales revenue is the consolidated revenue of the Company as reported in the respective published annual reports. The turnover is composed of the sale of merchandise, services rendered from marketing and other services related to the core business. As an indicator of demand for Mister Spex products, sales revenues are therefore an important factor in increasing the value of the Company in the long term. In addition, sales revenues have a significant influence on the Group's annual result. The AEBITDA is earnings before interest, taxes, depreciation and amortization, adjusted for share-based compensation expenses pursuant to IFRS 2, onetime transformation costs and other special effects that are not part of the regular course of business. EBITDA reflects earnings power and is a common profitability indicator. In line with the Company's financial management sys- tem, adjusted EBITDA (AEBITDA) is used as part of the financial goals of the short- term incentive for 2024 in order to achieve alignment between financial management and Management Board remuneration.

Mister Spex is pursuing a clear growth course and intends to continue opening up new markets and gaining further market share. In doing so, growth is to remain profitable in order to ensure the Company's long-term financial success. Sales revenue and AEBITDA are thus key financial indicators in corporate management and contribute to the implementation of the corporate strategy.

The Supervisory Board defines a target value for the financials goals as well as corresponding minimum and maximum values. Target achievement can range

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from 0% to 200% (target achievement cap) or between 0% and 300 % (target achievement cap), i.e., even an actual value above the defined maximum values results in a target achievement of 200% or 300%. In between the respective minimum and maximum values, linear interpolation is applied.

To further strengthen the aspect of profitable growth, target achievement for the performance criterion of sales revenue is zero, where a defined threshold of the AEBITDA is not met.

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