SÜSS MicroTec : Remuneration Report 2024 (incl. audit certificate)

2024

Remuneration Report

SUSS Remuneration Report 2024

Remuneration Report	The SUSS Group's net profit for the 2024 financial year amounted	Consideration of the resolution of the
	to € 110.3 million (previous year: € 4.7 million) and includes, in	2024 Annual General Meeting on the 2023
Remuneration of the Members of the	addition to a very high and disproportionately elevated operating	remuneration report
income, the proceeds from the sale of the "MicroOptics"­	business	The current remuneration system for the members of the Man­
Management Board and Supervisory	unit. Due to the very strong business performance, the sales and	agement Board was approved by a large majority of 98.4 percent
Board	earnings forecast was already significantly raised in July 2024.	of shareholders at the 2022 Annual General Meeting. By contrast,
The following remuneration report pursuant to Section 162 of the	Accordingly, the share price performed positively in the 2024	the 2023 remuneration report only received 45.8 percent approv­
German Stock Corporation Law (AktG) presents and explains the	financial year.			al at the 2024 Annual General Meeting and was therefore not
remuneration granted and owed to the current and former mem­				approved. The criticism voiced by proxy advisors and investors
bers of the Management Board and the Supervisory Board of	As part of the corporate strategy to focus the Group on the core	related primarily to the remuneration practice applied in the 2023
SUSS MicroTec SE (hereinafter also referred to as "SUSS" or the	markets of the semiconductor industry and to increasingly con­	financial year, namely the granting of a sign-on as well as a sign-
"Company") in the 2024 financial year. The Remuneration Report	centrate on the growth prospects of the "Advanced Backend	on and retention bonus to the newly appointed Management
provides a detailed and individualized explanation of the structure	Solutions" and "Photomask Solutions" business units, the	Board members Burkhardt Frick and Dr. Cornelia Ballwießer. In
and amount of the individual components of the remuneration of	"MicroOptics"­	business unit, consolidated under SUSS Micro­	addition, there were minor objections to the fact that the basic
the Management Board and Supervisory Board. The Remunera­	Optics S.A., Hauterive, Switzerland ("SMO"), was sold in January	remuneration of Dr. Thomas Rohe for the 2023 financial year was
tion Report was prepared jointly by the Management Board and	2024. With the complete divestment of the "MicroOptics" busi­	increased from € 202,500 to € 275,000 without explaining this
the Supervisory Board.	ness unit, the composition of SUSS has changed significantly,	increase in more detail in the remuneration report and that the
	and the corporate planning has been adjusted accordingly. Due	comparatively low approval rate of 74.98 percent was not direct­
Remuneration of Management	to this extraordinary development, the Supervisory Board made	ly addressed in the remuneration report. The exchange with stake­
use of the option recommended under G.11 of the German Cor­	holders and their feedback on corporate governance and remu­
Board Members	porate Governance Code and, in February 2024, adjusted the	neration aspects are a high priority for SUSS and the
Review of the 2024 Remuneration Year	targets of the ongoing LTI tranches 2022-2024 and 2023-2025	Supervisory Board. The Personnel and Nomination Committee
The Management Board of SUSS MicroTec SE assesses the over­	by excluding the SMO business. The planned and target values	and the Supervisory Board have therefore dealt intensively with
all economic situation of the Group as exceptionally positive.	for sales growth and Return on Capital Employed (ROCE) attrib­	the points of criticism expressed and taken them into account
Revenue increased by 46.6 percent compared to the previous	utable to SMO were eliminated.		accordingly when preparing this remuneration report. In particu­
year, reaching € 446.1 million (previous year: € 304.3 million).				lar, the Supervisory Board has taken the criticism of the sign-on

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SUSS Remuneration Report 2024

and retention bonuses as an opportunity to reconsider the remu­ neration practice in this regard and has come to the following conclusion:

For SUSS, the possibility of granting an appropriate sign-on and/or retention bonus in line with the market is a necessary and important instrument for competing successfully with large listed companies for qualified members of the Management Board. However, taking into account the criticism expressed, the Super­ visory Board will in future only grant a sign-on and / or retention bonus in exceptional cases and explain this transparently in the remuneration report. An exceptional case could exist, for example, if the aim is to compensate potential members of the Manage­ ment Board for the loss of remuneration benefits from the previ­ ous employment relationship as a result of the change. This can make it easier or even possible to attract highly qualified talent who would otherwise have to accept considerable financial dis­ advantages if they were to give up their previous position at their previous company. This important instrument was therefore re­ tained in the 2022 remuneration system, which was approved by the Annual General Meeting with a large majority of 98.35 percent of the votes cast.

Overview of the Composition of

the ­Management Board in the 2024

Financial Year

Current Members of the Management Board

• Burkhardt Frick, Member and Chair (CEO) of the Management Board (since September 11, 2023)
• Dr. Cornelia Ballwießer, Member of the Management Board and CFO (since July 1, 2023)
• Dr. Thomas Rohe, Member of the Management Board and COO (since May 1, 2021)

In the past financial year, there were no changes to the Manage­ ment Board of SUSS MicroTec SE.

Applicable Management Board

­Remuneration Systems in the 2024

Financial Year

Remuneration System 2022 - Applicable to All Current Management Board Members

For the 2024 financial year, the remuneration of all current Man­ agement Board members of SUSS MicroTec SE was exclusively based on the 2022 remuneration system, which was approved by the Shareholders' Meeting on May 31, 2022, with a majority of

98.4 percent of the votes cast. The 2022 remuneration system applies to the service contracts of the entire current Management

Board team (Burkhardt Frick (CEO), Dr. Cornelia Ballwießer (CFO), and Dr. Thomas Rohe (COO)). A complete description of the 2022 remuneration system is available on the Company's website at

https://www.suss.com/en/investor-relations/corporate-

governance.

Remuneration System 2021 - Applicable to Current Management Board Member Dr. Thomas Rohe and to former Management Board Members for certain Remuneration Components that have not yet been fully settled

The previous remuneration system ("Remuneration System 2021"), which was approved by the Shareholders' Meeting on June 16, 2021, applied in the past financial year only to certain remuneration components under the originally agreed service contracts of former Management Board members. This included Oliver Albrecht (LTI tranche 2022-2024, LTI tranche 2023-2025, post-contractual non-compete compensation), who left the ­Management Board at the end of his term on April 30, 2023, and Dr. Götz Bendele (LTI tranche 2022-2024), who stepped down from the Management Board on October 16, 2022, to care for an ill family member and, by mutual agreement with the Supervisory­ Board, declined reappointment for personal reasons on Decem­ ber 15, 2022. The 2021 remuneration system applies to the LTI tranche 2022-2024, which also includes the current Management

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SUSS Remuneration Report 2024

Board member Dr. Thomas Rohe. A complete description of the 2021 remuneration system is available on the Company's website

at https://www.suss.com/en/investor-relations/corporate-

governance.

No Deviations from the Remuneration Systems

In the 2024 reporting year, the granted and owed remuneration complied with the 2022 remuneration system. For existing con­ tracts, the granted and owed remuneration complied with the 2021 remuneration system.

Management Board Remuneration System 2022

The Remuneration System 2022 is currently in effect and was applied to the employment contracts of every current member of the Management Board (CEO Burkhardt Frick, CFO Dr. Cornelia Ballwießer, and COO Dr. Thomas Rohe) in the 2024 financial year. The Remuneration System 2022 applies to all employment con­ tracts with Management Board members that are due to be con­ cluded or extended.

Main Features of the Remuneration System 2022

The Supervisory Board was guided by the following principles when structuring the Remuneration System 2022 and determin­ ing the specific remuneration of the Management Board:

Strategy Orientation

The Management Board remuneration system as a whole makes a significant contribution to promoting and implementing SUSS's corporate strategy. This is ensured by defining performance cri­ teria related to the long-term and sustainable success of the Company and linking them with ambitious annual and multi-year targets. The short-term variable remuneration is primarily based on the financial performance criteria of sales and net income for the financial year. The long-term variable remuneration is based on factors that include the financial performance criteria of sales growth and ROCE. This promotes the focus on organic growth, profitability, and return on investment in the Management Board's activities.

Performance Orientation

The remuneration system is designed to provide adequate and ambitious performance incentives for Management Board mem­ bers. The variable, performance-related remuneration compo­ nents represent a significant proportion of the total remuneration

if 100 percent of the targets are achieved. The individual remu­ neration of each Management Board member is therefore pro­ portionate to his or her duties and performance as well as to the situation of the Company.

Long-Term Orientation and Sustainability

A key aspect of SUSS's corporate strategy is the Company's long- term and sustainable development. To align remuneration with SUSS's long-term development, the long-term variable remuner­ ation constitutes a significant portion of the total remuneration and exceeds the short-term variable remuneration. By integrating sustainability goals into both short-term variable remuneration (Short-Term Incentive - STI) and long-term variable remuneration (Long-Term Incentive - LTI), social and environmental aspects are also taken into account, thereby promoting sustainable corporate actions. Sustainable action is an integral part of SUSS's corporate strategy and ensures the Company's future social and economic viability. This is in line with the clear focus on emerging technolo­ gies and the strategy of achieving a leading position in the relevant markets through organic growth. The integration of sustainability goals from the areas of Environmental, Social, and Governance (ESG) into variable remuneration incentivizes sustainable and fu­ ture-oriented actions while simultaneously aiming to create value for SUSS's customers, employees, and shareholders, as well as for the environment as a whole. Specific and measurable ESG

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SUSS Remuneration Report 2024

targets derived from the corporate strategy are included in both short-term and long-term variable remuneration. SUSS particu­ larly sees itself as responsible for contributing to the implemen­ tation of the Paris Climate Agreement. This commitment is ­fostered and further advanced through the definition and imple­ mentation of environmental goals, such as reducing CO2 emis­ sions, improving energy efficiency, using electricity from renew­ able sources, optimizing resource utilization, reducing waste, and the (continued) development of environmentally friendly technol­ ogies, systems, and products.

Capital Market Orientation

By structuring the long-term variable remuneration as share- based compensation in the form of virtual performance shares under a Performance Share Plan and integrating the performance criterion Total Shareholder Return (TSR), which is linked to the share price performance of SUSS MicroTec SE and compared to the TSR of two indices, the interests of shareholders are given special consideration. The alignment of interests between share­ holders and Management Board members is further strength­ ened by share acquisition and holding obligations for Manage­ ment Board members under Share Ownership Guidelines.

Clarity and Comprehensibility, GCGC

The remuneration system for the members of the Management Board is designed to be clear and comprehensible. It complies with the requirements of the German Stock Corporation Law (AktG) and takes into account the recommendations and sugges­ tions presented in the German Corporate Governance Code (GCGC).

Procedure for Determining, Implementing, and Reviewing the Management Board Remuneration System

The remuneration system for Management Board members is determined by the Company's Supervisory Board in accordance with legal requirements and taking into account the recommen­ dations and suggestions of the German Corporate Governance Code in its applicable version. The Supervisory Board is support­ ed in this by its Personnel Committee. The Personnel Committee of SUSS MicroTec SE is responsible for developing proposals for the Management Board remuneration system, which it submits to the Supervisory Board for discussion and resolution. The Su­ pervisory Board and the Personnel Committee may seek external advice if necessary, in particular for issues relating to the formu­ lation of the remuneration system and assessing the appropri­ ateness of the remuneration. When hiring external remuneration consultants, their independence is considered.

The remuneration system resolved by the Supervisory Board will be submitted to the Shareholders' Meeting for approval.

To ensure appropriate, competitive remuneration in line with the market, the Supervisory Board reviews the remuneration system and the remuneration amounts for the Management Board on a regular basis. If necessary, the Supervisory Board will adopt changes. The remuneration system will be resubmitted to the Shareholders' Meeting for approval in case of material changes but at least every four years. If the Shareholders' Meeting does not approve the remuneration system, the Supervisory Board will present a revised remuneration system for approval no later than at the following ordinary Shareholders' Meeting.

With regard to the avoidance and handling of (potential) conflicts of interest on the Supervisory Board, the general rules of the Ger­ man Stock Corporation Act (AktG) are also observed and the recommendations of the German Corporate Governance Code, are taken into account in the process of establishing, implement­ ing and reviewing the remuneration system. Every member of the Supervisory Board shall disclose any conflicts of interest to the Chair of the Supervisory Board without delay. In its report to the Shareholders' Meeting, the Supervisory Board shall provide information on conflicts of interest and how they are handled. In the event of a conflict of interest, the affected Supervisory Board

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SUSS Remuneration Report 2024

or committee member shall not take part in the related discussion and voting in the Supervisory Board or Personnel Committee. Material, non-temporary conflicts of interest in the person of a Supervisory Board member will result in the termination of the appointment.

Determination of the Specific Target Total Remuneration by the Supervisory Board (Structure and Amount)

Based on the remuneration system approved by the Sharehold­ ers' Meeting, the Supervisory Board determines the specific tar­ get total remuneration for each Management Board member in accordance with Section 87 (1) of the German Stock Corporation Law (AktG). The specific target total remuneration is commensu­ rate with the duties and performance of the Management Board member and the situation of the Company. Furthermore, the ­Supervisory Board ensures that the target total remuneration is structurally aligned with the long-term and sustainable develop­ ment of SUSS and does not exceed customary remuneration levels without special justification.

When assessing the appropriateness of remuneration levels, both SUSS's peer group (horizontal comparison) and the Company's internal remuneration structure (vertical comparison) are taken into account.

Horizontal - External Comparison

To assess appropriateness at the horizontal level, the Superviso­ ry Board compares the Management Board remuneration with that of a group of comparable domestic and international com­ panies, as defined by the Supervisory Board. In doing so, it par­ ticularly considers SUSS's market position, including industry, size, country, and economic situation. The companies in the peer group are comparable listed manufacturers of equipment for the semi­ conductor industry and selected competitors in markets related to the semiconductor industry. In addition, the Supervisory Board also regularly includes comparably sized listed companies from the TecDAX in the horizontal comparison. In this assessment, both SUSS's positioning within the peer group and the respective re­ muneration components are taken into account.

Vertical - Internal Comparison

To assess appropriateness at the vertical level, the Supervisory Board considers the ratio of Management Board remuneration to the remuneration of senior management and the rest of the SUSS workforce, including its development over time. For this purpose, senior management is defined by the Supervisory Board as the group of executives at the first (management) level below the Management Board.

Remuneration Components and their Relative Share of Target Total Remuneration and Other Components of the Remuneration System 2022

The Remuneration System 2022 for the members of the Man­ agement Board consists of remuneration components that are independent of performance (fixed) and those that are based on performance (variable). The sum total of these components de­ termines the total remuneration of a Management Board member. The fixed, non-performance-based remuneration comprises the basic remuneration and fringe benefits, which may vary ­yearly in amount depending on the individual and the event. The variable, performance-based remuneration consists of a

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SUSS Remuneration Report 2024

short-term variable component in the form of an annual bonus (Short-Term Incentive - STI) and a long-term variable component (Long-Term Incentive - LTI) in the form of virtual performance shares with a four-year term (three-year performance period ­followed by a one-year holding period). The Supervisory Board ensures that the target for variable remuneration is ambitious and demanding.

The target total remuneration comprises the sum of all remuner­ ation components used for determining the total remuneration. For determining the target total remuneration, the variable remu­ neration components (i.e., STI and LTI) are each considered based on a target achievement of 100%.

The following table shows the shares of remuneration compo­ nents in the target total remuneration:

Remuneration component		Share of the target
	total remuneration
Basic Remuneration		~ 30-40%
Fringe Benefits		~ 1-5%
Short-term Variable Remuneration (STI)		~ 25-35%
Long-term Variable Remuneration (LTI)		~ 30-40%

The above share may differ for members of the Management Board appointed for the first time if they are granted a sign-on bonus in an appropriate manner in line with market conditions, for example, to compensate for forfeited remuneration from pre­ vious employment relationships.

When structuring the target total remuneration, the Supervisory Board ensures that the long-term variable remuneration exceeds the short-term variable remuneration. The remuneration structure is thus aligned with the long-term and sustainable development of SUSS while also ensuring the pursuit of annual operational targets.

The possible total remuneration is capped for each Management Board position (the "maximum remuneration").

Additional components of the remuneration system include ma­ lus and clawback provisions for variable remuneration, as well as Share Ownership Guidelines, which set share acquisition and holding obligations for Management Board members.

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SUSS Remuneration Report 2024

Overview of the Components of the Remuneration System 2022

Remuneration component

Remuneration Independent of Performance

Basic Remuneration

Fringe Benefits

Remuneration Based on Performance

Description

• Fixed annual salary (paid in twelve monthly installments)
• Primarily company cars and contributions to insurance

Remuneration component

Other

Malus and

Clawback

Description

• Withholding and / or reclaiming of variable­
remuneration components in justified
cases, e.g., in the event of a breach
of statutory or contractual obligations
or obligations­	arising from the articles
of incorporation­	of the Company or the
Company bylaws for the Management

Short-term Variable Remuneration (STI)

Long-term Variable Remuneration (LTI)

Plan type

Performance criteria

Payment cap

Duration

Plan type

Performance criteria

Payment cap

Duration

• Target bonus
• 35% sales
• 35% net income for the fiscal year
• 15% sustainability target (ESG criteria)
• 15% innovation & market positionn
• 200% of the target amount
• One year
• Virtual performance share plan
• 25% return on capital employed (ROCE)
• 25% sales increase
• 25% relative total shareholder return (TSR)
• 25% sustainability target (ESG criteria)
• 300% of the target amount
• Four years (three-year performance period and a one­ -year lock-up period)

Share Ownership Guidelines

Maximum Remuneration

Board, or if payment is made based on
incorrect data.
• Obligation of Management Board
members­	to acquire shares in the
Company­	worth 100% of their annual
gross basic remuneration and to hold
these shares at least until the termination
of their Management Board function.
• Until this required number of shares is
reached, at least 25% of the net amount
of the performance-related remuneration
paid out (STI and LTI) must be invested in
shares of the Company each year.
• Payments of all remuneration com­
ponents (basic remuneration, fringe
benefits,­	STI, and LTI) resulting from a
fiscal­	year are capped at € 3.0 million
for the CEO and € 2.5 million for each
of the other regular members of the
Management Board.

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SUSS Remuneration Report 2024

Maximum Remuneration Limits

(Maximum­ Remuneration and Limitation

of Variable Remuneration)

In addition to caps for individual performance criteria and variable remuneration components, the Supervisory Board has defined a maximum remuneration in accordance with Section 87a (1)(2)(1) German Stock Corporation Law (AktG) that covers all the remu­ neration components of the remuneration system. This includes basic remuneration, fringe benefits, and variable remuneration (STI and LTI). This absolute cap (total cap) is set at € 3.0 million for the Chief Executive Officer (CEO) and € 2.5 million for each of the other regular Management Board members. The maximum re­ muneration limits the total payouts of all remuneration compo­ nents resulting from a financial year and defines the maximum permissible framework within the remuneration system. In indi­ vidual cases, the maximum remuneration levels agreed upon in individual contracts may be significantly lower than the maximum remuneration defined in accordance with Section 87a (1)(2)(1) of the German Stock Corporation Law (AktG).

Components of the Remuneration System 2022 in Detail

Remuneration Independent of Performance

The fixed, non-performance-based remuneration of the Manage­ ment Board members of SUSS MicroTec SE consists of the base salary and fringe benefits.

Basic remuneration

The basic remuneration is a fixed cash payment for the financial year based on the duties and responsibilities of the respective Management Board member in particular. It is paid in twelve equal monthly installments at the end of each month.

Fringe Benefits

Members of the Management Board may also be granted con­ tractually stipulated fringe benefits in the form of noncash and other remuneration. These primarily include the provision of a company car for both business and private use, as well as con­ tributions and allowances for insurance or the coverage of insur­ ance premiums (e.g. inclusion in the Company's directors' and officers' liability insurance (D&O insurance) with a deductible in accordance with Section 93(2)(3) of the German Stock Corpora­ tion Law (AktG), contributions to health and long-term care insur­ ance, and accident insurance, which may also provide benefits to the Management Board member's heirs in the event of death). The Supervisory Board may grant other or additional fringe ben­ efits customary in the market, such as the assumption of reloca­ tion costs for new hires. The type, amount, and duration of the noncash benefits may vary according to the personal situation of the Management Board members. Based on the maximum re­ muneration, a maximum amount for fringe benefits is set for each Management Board member per financial year.

To recruit qualified candidates for the Management Board, the Supervisory Board may supplement the remuneration of first-time members of the Management Board in an appropriate manner and in line with market conditions with a sign-on bonus - for ex­ ample, to compensate for forfeited remuneration from previous employment relationships.

Remuneration Based on Performance

The remuneration based on performance consists of a short-term and a long-term variable remuneration component. The short- term variable component has a one-year term, while the long- term variable component is structured as virtual performance shares with a term of four years - a three-year performance pe­ riod followed by a one-year lock-up period. By structuring these remuneration components, which are detailed below, incentives are created to support the implementation of SUSS's corporate strategy and to promote the Company's long-term and sustain­ able development.

Short-Term Variable Remuneration (STI), Main Features of STI

The goal of short-term variable remuneration is to reward the operational implementation of corporate strategy. As key perfor­ mance criteria, two financial targets - sales (35 percent) and net income (35 percent) - as well as a sustainability target (15 percent) and a target for innovation & market position (15 percent) have been defined.

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SUSS Remuneration Report 2024

Fiscal Year 0

Fiscal Year 1

Fiscal Year 2

	One year performance period
X	Target achievement (0-200%)		=
	Sales	35%	Payout value in €
Target value	Net profit	35%
in €	Cap: 200%
	Sustainability target	15%	of target value
	Innovation and market position	15%	Malus	Clawback

• Net income for the financial year: Net income for the fiscal year is the net income reported in the audited and approved consolidated financial statements. The net income for the financial year is a direct derivative of sales and costs incurred by the Company in a financial year. Positive net income reflects the Company's earning power and therefore ultimately its attractiveness for (potential) equity investors.

SUSS aims for healthy long-term growth, ensuring that net income increases steadily in line with sales. The use of net income for the financial year in the STI takes this objective into account.

Performance criteria of the STI

Financial Performance Criteria - Sales & Net Income with a Weighting of 35 Percent Each

This portion of the STI is measured by the achievement of the two equally weighted financial performance criteria - sales and net income - each accounting for 35 percent, which are essential components of SUSS's corporate management.

• Sales: Sales are those reported in the audited and approved consolidated financial statements. Sales are a significant indicator in the Company and represent the value of goods and services that the Company has achieved in a financial year. To remain competitive in the highly advanced and specialized semiconductor industry, a strong focus on sales and corresponding profitable growth is essential, as this is the only way to sustainably generate the necessary resources for investments and innovations. SUSS's strategy aims for long-term revenue growth, which can be operationalized by integrating sales as a performance criterion in the STI.

Before the start of a financial year, the Supervisory Board sets ambitious targets (including threshold and cap values) for each of these financial performance criteria. The target values of the two financial performance criteria are derived from the budget planning approved by the Supervisory Board for the respective financial year.

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