Viscom : Remuneration report in accordance with section 162 AktG for the financial year 2023 and the auditor's report

Remuneration report of Viscom AG

2023 financial year

Contents

INTRODUCTION	2
REMUNERATION OF THE MEMBERS OF THE EXECUTIVE BOARD	2
Remuneration models and applicability	2
Basic structure of the remuneration models	3
Former system of remuneration for the members of the Executive Board
(applicable to Mr Salewski, Mr Krippner and Mr Schwingel until 31 May 2023)	3
Significant changes resulting from the current 2021/2023 remuneration system
(previously applicable to Dr Heuser and, since 1 June 2023,
applicable to the entire Executive Board)	4
Tabular presentation of Executive Board remuneration in the 2023 financial year	5
Individual disclosures on remuneration components for the
current remuneration system	9
Principles of the remuneration system for members of the Executive Board of
Viscom AG as at 1 June 2023 (including nominal figures as at 31 May 2023)	9
Individual remuneration components - Explanatory section	11
Establishment of performance-based remuneration components in the 2023
financial year	16
Comparison of annual change in remuneration	19
No clawback of variable remuneration components	22
No deviations from the remuneration system	22
Compliance with maximum remuneration	22
Third-party and termination benefits	23
Resolution of the Annual General Meeting on the remuneration report	24

REMUNERATION OF MEMBERS OF THE SUPERVISORY BOARD	26
Wording of the Articles of Association	26
Remuneration of members of the Supervisory Board in the 2023 financial year	27
Other disclosures	27
Remuneration as a contributing factor to the promotion of business strategy and
long-term development	27
Remuneration components and other information	28

1

Introduction

Each year, in accordance with section 162 of the Aktiengesetz (AktG - German Stock Corporation Act), the Executive Board and the Supervisory Board of Viscom AG prepare a clear and comprehensible report on the remuneration granted and owed to each individual present or former member of the Executive Board and the Supervisory Board of the company and companies of the same Group (section 290 of the Handelsgesetzbuch (HGB - German Commercial Code). This remuneration report covers the remuneration granted and owed in 2023 and has been audited by the auditor in accordance with section 162(3) AktG.

Remuneration of the members of the Executive Board

Remuneration models and applicability

In accordance with section 87a(1) AktG, the Supervisory Board devised a remuneration system in line with the requirements of the Gesetz zur Umsetzung der Aktionärsrechterichtlinie (ARUG II - German Act Implementing the Second Shareholder Rights Directive) and the new recommendations of the German Corporate Governance Code as amended 16 December 2019 with effect from 1 April 2021 and submitted this resolved remuneration system to the Annual General Meeting on 8 June 2021 for its approval in accordance with section 120a(1) sentence 1 AktG. The Annual General Meeting approved the remuneration system with a majority of 91.7% of the votes cast. The remuneration system applied to new and amended Executive Board contracts between 1 April 2021 and 31 May 2023. Until 31 May 2023, the pre-existing Executive Board contracts of Mr Salewski, Mr Krippner and Mr Schwingel were subject to the previous remuneration system, while the current contract with Dr Heuser was entered into under the remuneration system stated above.

On 24 March 2023, the Supervisory Board resolved a new remuneration system effective 1 June 2023. The previous remuneration system was essentially retained and adjusted only with regard to the amount of remuneration in line with market circumstances and developments. The Annual General Meeting of Viscom AG on 31 May 2023 approved the

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revised remuneration system for the members of the Executive Board from 1 June 2023 with 93.3% of the votes cast.

Basic structure of the remuneration models

The remuneration systems are resolved upon by the Supervisory Board and the remuneration of members of the Executive Board is stipulated on the basis of the applicable remuneration system. The remuneration systems of Viscom AG have the following basic structure (for details, please refer to the disclosures below on the determination of the individual remuneration components and the remuneration system, which can be accessed on the company's website at www.viscom.com under Company/Investor Relations/Corporate Governance).

Former system of remuneration for the members of the Executive Board (applicable to Mr Salewski, Mr Krippner and Mr Schwingel until 31 May 2023)

The remuneration of the members of the Executive Board consists of a fixed annual salary, payable in twelve equal monthly instalments, a 13th month's salary and a performance- based bonus.

The total performance-based bonus consists of Bonus I, which relates to the past financial year, and the long-term Bonus II. The total bonus is capped at 100% of annual fixed remuneration for all members of the Executive Board.

Calculated on a straight-line basis, Bonus I is between one month's fixed remuneration if EBIT amounts to € 1 million and 13 months' fixed remuneration if EBIT amounts to

• 15 million. EBIT must come to at least € 1 million. If this figure is not achieved, the Executive Board member is not entitled to Bonus I.

Calculated on a straight-line basis, Bonus II is between one month's fixed remuneration if average EBIT amounts to € 1 million and 13 months' fixed remuneration if EBIT amounts to € 15 million. The bonuses are calculated on the basis of average EBIT generated in the three most recent financial years (i.e. the year just ended plus the two before that). Average EBIT must amount to at least € 1 million. If this figure is not achieved, the Executive Board member is not entitled to Bonus II. There is also no entitlement to Bonus II if EBIT was negative in the past financial year. This entitlement can be revived retroactively if EBIT of more than zero is achieved again in the following financial year.

There are no stock option programmes for management or employees at Viscom AG.

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Significant changes resulting from the current 2021/2023 remuneration system (previously applicable to Dr Heuser and, since 1 June 2023, applicable to the entire Executive Board)

The 2021/2023 remuneration system builds on the basic concept outlined above and includes ESG criteria (environmental, social, governance).

There are no amendments affecting the fixed salary or Bonus I.

Bonus II was amended such that both commercial and ESG factors affect the calculation of the amount of variable remuneration.

The remuneration system implements these ideas in that Bonus II is not solely based on commercial results, but rather also relates to other factors for the achievement of the full bonus:

• Some of the variable remuneration is linked to the achievement of a target for the reduction of Viscom AG's electricity consumption. This is intended to incentivise the reduction of energy consumption and the related costs to the company. The relevant calculations do not include additional energy expended for changing the fleet to electric vehicles or energy produced using the company's own production facilities (e.g. photovoltaic systems) (environmental component).
• Some of Bonus II is linked to the achievement of a target for the reduction of employee turnover in order to retain long-term experience and skills within the company moving ahead (social component).
• Furthermore, variable remuneration can be retained or subsequently claimed back, in full or in part, in the event of severe breaches of duty by members of the Executive Board. This is intended to guarantee that members of the Executive Board abide by internal policies and the applicable laws (governance component).

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Tabular presentation of Executive Board remuneration in the 2023 financial year

The following tables show the remuneration granted and owed to members of the Executive Board in the financial year as referred to by section 162(1) sentence 2 no. 1 AktG.

The remuneration granted comprises any remuneration for an activity (within the space of a year or over several years) completed in the financial year. The remuneration owed refers to any remuneration due but not yet received.

For Viscom AG's Bonus I and Bonus II, this means that the Bonus I and Bonus II relating to the past financial year (or the past financial year and the two preceding financial years) must be disclosed as remuneration granted in the reporting year for the past financial year. When Bonus I and II are actually paid in the following financial year, they are not taken into account again as remuneration granted.

Peter Krippner did not renew his contract as Chief Operations Officer of Viscom AG after 31 May 2023 and so is no longer a member of the Viscom AG Executive Board with effect from 1 June 2023. The Supervisory Board resolved on 5 May 2023 to waive the post- contractual non-competition clause agreed in Mr Peter Krippner's contract for the second year. Viscom AG is therefore free of the obligation to pay non-compete compensation after one year. Monthly non-compete compensation of € 15,950.00 is payable in this one year.

The Supervisory Board of Viscom AG renewed the contracts of Executive Board members Carsten Salewski (Chief Sales/Operations Officer) and Dirk Schwingel (Chief Financial Officer) by an additional five years effective 1 June 2023 (until 31 May 2028). Monthly fixed remuneration for the Executive Board was adjusted with effect from 1 June 2023.

Due to the change in the remuneration model for Mr Schwingel and Mr Salewski during the year and the adjustment of the Executive Board's basic salary from 1 June 2023, the bonus for the financial year is calculated in two parts:

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		Dr Martin Heuser
		January to	June to
in K€	December	Total
May 2023
		2023
Fixed remuneration	86	152	238
Annual variable remuneration	39	68
Long-term variable remuneration for	52	91
2021 to 2023 (total)
	Average consolidated
	EBIT for the past three	22	39
	years
	Environmental	18	30
	component
	Social component	12	22
Total variable remuneration*	86	152	238
		Dirk Schwingel and Carsten Salewski
		January to	June to
in K€	December	Total
May 2023
		2023
Fixed remuneration	86	152	238
Annual variable remuneration	39	68
Long-term variable remuneration for	37	91
2021 to 2023 (total)
	Average consolidated
	EBIT for the past	37	39
	three years
	Environmental	0	30
	component
	Social component	0	22
Total variable remuneration*	76	152	228

• The total bonus for the Executive Board is capped at 100% of fixed annual remuneration.

The following tables show the remuneration granted and owed to members of the Executive Board in the financial year as referred to by section 162(1) sentence 2 no. 1 AktG.

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Remuneration granted and owed			Dr Martin Heuser
Chief Development/Production Officer
in K€	2022	2023		Relative		2023	2023
							share in		(min.)		(max.)
						2023
Fixed remuneration	208	238	46.48%		238	238
Additional benefits*	9	9	1.76%		9	9
Retirement benefits**	20	27	5.28%		27	27
Total fixed remuneration	237	274	53.52%		274	274
One-year variable remuneration***	115	107	20.90%		0	238
Long-term variable remuneration for 2021
to 2023 (total)***	94	143	27.93%		0	238
	Average consolidated EBIT for the
	past three years	19	61	11.91%		0	143
	Environmental component	41	48	9.38%		0	48
	Social component	34	34	6.64%		0	48
Total variable remuneration***	208	238	46.48%		0	238
Total remuneration	445	512	100.00%		274	512
Remuneration granted and owed			Dirk Schwingel
		Chief Financial Officer
in K€	2022		2023		Relative		2023		2023
							share in		(min.)		(max.)
							2023
Fixed remuneration	208		238		46.66%		238		238
Additional benefits*	18		19		3.73%		19		19
Retirement benefits**	18		25		4.90%		25		25
Total fixed remuneration	244		282		55.29%		282		282
One-year variable remuneration***	115		107		20.98%		0		238
Long-term variable remuneration for 2021
to 2023 (total)***	31		128		25.10%		0		238
		Average consolidated EBIT for the
		past three years	31		76		14.90%		0		178
		Environmental component	n.a.		30		5.88%		0		30
		Social component	n.a.		22		4.31%		0		30
Total variable remuneration***	146		228		44.71%		0		238
Total remuneration	390		510		100.00%		282		520

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Remuneration granted and owed		Carsten Salewski
Chief Sales/Operations Officer
in K€	2022	2023	Relative		2023	2023
				share in		(min.)	(max.)
				2023
Fixed remuneration	208	238	47.13%		238	238
Additional benefits*	11	12	2.38%		12	12
Retirement benefits**	19	27	5.35%		27	27
Total fixed remuneration	238	277	54.86%		277	277
One-year variable remuneration***	115	107	21.19%		0	238
Long-term variable remuneration for 2021
to 2023 (total)***	31	128	25.35%		0	238
	Average consolidated EBIT for the
	past three years	31	76	15.05%		0	178
	Environmental component	n.a.	30	5.94%		0	30
	Social component	n.a.	22	4.36%		0	30
Total variable remuneration***	146	228	45.15%		0	238
Total remuneration	384	505	100.00%		277	515
Remuneration granted and owed		Peter Krippner
Chief Operations Officer (until 31 May 2023)
in K€	2022	2023	Relative		2023	2023
				share in		(min.)	(max.)
				2022
Fixed remuneration	208	87	23.84%		87	87
Non-compete compensation	0	191	52.33%		191	191
Additional benefits*	8	3	0.82%		3	3
Retirement benefits**	21	8	2.19%		8	8
Total fixed remuneration	237	289	79.18%		289	289
One-year variable remuneration***	115	39	10.66%		0	87
Long-term variable remuneration for 2021
to 2023 (total)***	31	37	10.14%		0	87
	Average consolidated EBIT for the
	past three years	31	37	10.14%		0	87
	Environmental component	n.a.	n.a.	n.a.		n.a.	n.a.
	Social component	n.a.	n.a.	n.a.		n.a.	n.a.
Total variable remuneration***	146	76	20.82%		0	87
Total remuneration	383	365	100.00%		289	376

• In particular, additional benefits include the use of a company vehicle for business and private purposes, capital accumulation benefits and an allowance for telephone costs.
• Contributions to private health insurance, direct insurance and accident insurance premiums.
• The total bonus for the Executive Board is capped at 100% of fixed annual remuneration.

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Individual disclosures on remuneration components for the current remuneration system

Effective 1 April 2021, the Supervisory Board had resolved a new remuneration system for the members of the Executive Board in accordance with the requirements of the Gesetz zur Umsetzung der Aktionärsrechterichtlinie (ARUG II - German Act Implementing the Second Shareholder Rights Directive) for the first time. On 24 March 2023, the Supervisory Board resolved a new remuneration system effective 1 June 2023. The previous remuneration system will essentially be retained and adjusted only nominally in line with market circumstances and developments.

Dr Martin Heuser's contract was based on this remuneration system until 31 May 2023.

In deviation from the following, the Executive Board contracts of Mr Salewski, Mr Krippner and Mr Schwingel were still based on the remuneration system applicable prior to 1 April 2021 until 31 May 2023, under which Bonus II is exclusively based on average consolidated EBIT (see above). Since 1 June 2023, the contracts of Mr Salewski, Mr Heuser and Mr Schwingel have been based on the remuneration system adopted by the Annual General Meeting on 31 May 2023.

Principles of the remuneration system for members of the Executive Board of Viscom AG as at 1 June 2023 (including nominal figures as at 31 May 2023)

The remuneration of the members of the Executive Board of Viscom AG is determined in accordance with the German Stock Corporation Act and is geared towards the long-term and sustainable development of the company. Other than the duties and performance of the individual member of the Executive Board, the overall remuneration of the members of the Executive Board is guided by the size, complexity and situation of the company.

Remuneration consists of a non-performance-based salary and non-performance-based benefits in kind, pension commitments and performance-based (variable) components.

The non-performance-based components include a fixed annual salary (basic salary), additional benefits (such as a contribution to social security and health insurance; see below for details) and benefits in kind (such as a company car; see below for details).

The performance-based components consist of annual variable remuneration (Bonus I, STI), which relates to the achievement of commercial goals within a year and variable remuneration (Bonus II, LTI), which relates to the achievement of commercial, social and environmental goals within a period of three years.

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