Do : Remuneration Report 2020/2021

The remuneration report gives a comprehensive overview of the remuneration received by the Management Board and Supervisory Board of DO & CO Aktiengesellschaft in the business year 2020/2021.

Principles of the remuneration policy

The remuneration policy guides the way the performance of all board members of DO & CO Aktiengesellschaft are remunerated. The primary objective of the remuneration policy is to create suitable incentives for the good of the Company, its development (particularly in the long term) and its financial success. The remuneration policy aims to make the remuneration of board members clear, transparent and comprehensible. The remuneration policy complies with applicable law and the recommendations of the Austrian Corporate Governance Code (ÖCGK), ensuring the harmonisation of the Company's targets and strategies as well as stakeholder interests.

The remuneration policy was resolved on by the Supervisory Board in its meeting on 15 June 2020 and submitted for resolution to the General Meeting of Shareholders on 31 July 2020.

Remuneration for the Management Board

The Supervisory Board and, if necessary, its Remuneration Committee, is responsible for elaborating and developing the remuneration policy as well as specific remuneration practices.

The remuneration policy aims to inspire board members to perform exceptionally and reward outstanding commitment, personal merit and success as regards the Company and its development, also in the interest of the shareholders and staff. Times of crisis highlight the importance of competitive remuneration in line with the market, in order to adequately take into account special challenges facing executives in times of economic crisis and thus navigating the Company through such crises in the best possible way, in particular with regard to the Company's core markets and activities which have been hit hardest by the crisis.

Remuneration received by the Management Board consists of fixed and variable, performance-linked components, with fixed remuneration of members of the Management Board based on their duties and areas of responsibility. Additionally, DO & CO Aktiengesellschaft grants certain remunerations in kind as agreed in individual contractual arrangements.

The following overview shows the total remuneration for the business year 2020/2021 and for the previous business year:1

1 Expenses for average wages and salaries of staff members of DO & CO Aktiengesellschaft in the business year 2020/2021 are significantly affected by short-time working models used in Austria, which decrease personnel expenses as well as wages and salaries for the staff members having worked or working under these short-time working models. Average wages and salaries of staff members in the business years 2020/2021 and 2019/2020 are thus comparable only to a limited extent. It has to be noted that the Company neither adjusted any of the pay schemes for staff categories nor did it reduce any contractually agreed wages or salaries. This refers to the annual gross remuneration.

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Mr. Attila Dogudan received a total remuneration in the amount of € 938,021 in the business year 2020/2021 (PY: € 953,739). This amount is broken down into fixed remuneration paid out in the amount of € 801,528 (PY: € 799,762), remuneration in kind in the amount of € 132,720 (previous year: € 132,720), remuneration related to another company pertaining to the Group paid out in the amount of € 3,773 (PY: € 21,257) and variable remuneration in the amount of

• 0 (PY: € 0). Fixed remuneration components thus make up 100% of the total remuneration paid out.

Mr. Gottfried Neumeister received a total remuneration in the amount of € 805,452 in the business year 2020/2021 (PY: € 819,542). This amount is broken down into fixed remuneration in the amount of € 801,983 (PY: € 799,984), remuneration in kind in the amount of € 0 (PY: € 0), remuneration related to another company pertaining to the Group paid out in the amount of € 3,469 (PY: € 19,558) and variable remuneration in the amount of € 0 (PY: € 0). Fixed remuneration components thus make up 100% of the total remuneration paid out.

Fixed remuneration component

The amount of the fixed remuneration received by individual members of the Management Board is primarily based on the respective Management Board member's specific duties and areas of responsibility, taking into account individual workload and the complexity of the duties. In calculating the fixed remuneration component, competitive remuneration is ensured by adequately taking into account the individual professional background and relevant work experience as well as the situation of the Company and the market.

Fixed remuneration consists of a contractually agreed annual salary divided into 14 monthly salaries paid out at the end of each month. Fixed remuneration covers all overtime, board seats taken up at Group or affiliated companies, activities in Austria and abroad, as well as travelling times.

Attila Dogudan, Chairman of the Management Board, received fixed remuneration in the amount of € 801,528 in the business year 2020/2021 (PY: € 799,762), with the annual gross remuneration paid out in 14 instalments.

Gottfried Neumeister received fixed remuneration in the amount of € 801,983 in the business year 2020/2021 (PY: € 799,984), with the annual gross remuneration paid out in 14 instalments.

Variable remuneration component

DO & CO Aktiengesellschaft strives to achieve long-term sustainable growth. Variable bonuses for both financial and non-financial performance are intended to inspire the members of the Management Board to actively shape and implement the Company's strategy. In accordance with C Rule 27 ÖCGK, variable remuneration components may be reclaimed if they were determined and paid out on the basis of obviously false data ("clawback").

Financial performance criteria for a variable bonus

The financial criteria for assessing the success of corporate governance are selected by the Supervisory Board in each business year, taking into account the situation of the Company and the market as well as the macroeconomic environment at hand. The Supervisory Board and the Remuneration Committee have determined the following target values and target achievements for the business year.

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Due to its business model, DO & CO Aktiengesellschaft is particularly vulnerable to the COVID-19 pandemic. A strong focus on an appropriate level of liquidity is essential to the Company as a result of the long lasting restrictions and the fact that developments with regard to travel restrictions, the food service industry and the possibility of hosting major events often occur at short notice. This ensures DO & CO Aktiengesellschaft's capacity to take action under the new requirements in relation to market and customer needs.

EBITDA is the relevant performance indicator to be able to assess the Company's operating business. This performance indicator expresses the result achieved based only on operating activities, providing insight into the efficiency of the Company's activities, which are also used to assess DO & CO Aktiengesellschaft's creditworthiness in its significant loan agreements. The conditions for the financing in the amount of € 300m taken out in the previous year particularly depend on the relation of net debt to EBITDA. Therefore, the Group's EBITDA may even directly affect a potential early repayment obligation and adjustment of interest rates.

Non-financial performance criteria for a variable bonus

The non-financial criteria for assessing the success of corporate governance, which substantially strengthen the Company's position but may not be (directly) measurable, are selected by the Supervisory Board in each business year, taking into account the strategy, development or future of DO & CO Aktiengesellschaft. The Supervisory Board and the Remuneration Committee have determined the following target values and target achievements for the business year.

DO & CO Aktiengesellschaft was able to beat its competitors in the Delta Air Lines tender for the provision of catering services at its hub location in Detroit (DTW). Entering into a customer relationship with Delta Air Lines, which is the largest airline in world in 2020 based on revenue, constitutes a milestone in the Company's expansion plans in North America, also having a positive impact on DO & CO Aktiengesellschaft's revenue situation and risk profile.

In the period under consideration, the Company built and expanded its activities in the retail portfolio (B2C) by opening new "Henry - the art of living" locations, successfully launching a delivery service at the Company's headquarters in Vienna and successfully testing new distribution channels. Owing to the novel concept of Demel's "Kaiserschmarrn to-go", which was also adapted to the circumstances, DO & CO not only gained a large number of customers but also attracted media attention. Using market research and sound conceptual development, DO & CO Aktiengesellschaft has laid an important cornerstone for its activities in the retail segment.

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