TAKKT : D Remuneration Report 2023

REMUNERATION REPORT 

The remuneration report explains the principles of the remuneration system for the members of the Management Board and Supervisory Board of TAKKT AG and describes the structure and amount of the Management Board remuneration. In addition, it describes the structure and amount of the remuneration of the Supervisory Board. It meets the requirements of the German Stock Corporation Act (section 162 AktG) and follows the recommendations of the German Corporate Governance Code.

A LOOK BACK AT THE 2023

REMUNERATION YEAR

Approval of the remuneration report and the remuneration system by the Shareholders 

Pursuant to section 120a(1) sentence 1 AktG, the Shareholders' Meeting of a listed company shall resolve on the approval of the remuneration system for Board Members submitted by the Supervisory Board whenever there is a significant change in the remuneration system, but at least every four years. In order to align the remuneration system of the Management Board with a successful transformation, changes to the remuneration system approved by the Annual General Meeting on May 11, 2021 were resolved by the Supervisory Board on March 23, 2023. Due to these changes the remuneration system for members of the Management Board was resubmitted to the Annual General Meeting for approval. On May 24, 2023, the new remuneration system was approved with 86.96 percent under agenda item 7 and the remuneration report for 2022 was approved with 80.70 percent under agenda item 6 by the Annual General Meeting.

Business development in 2023 

In 2023, TAKKT realized a turnover of EUR 1,240.0 million (EUR 1,336.8 million) and therefore 7.2 percent less than in the previous year. Adjusted for the slightly negative exchange rate effects organic growth was minus 5.9 percent. After a cautious start in the first half of the year, demand declined in the second half of the year significantly due to the weak economic environment. In response, TAKKT intensified measures to improve the gross profit margin, cost management and cash generation. TAKKT achieved an EBITDA of EUR

111.9 million (EUR 132.1 million) and increased its free cash flow to EUR 74.0 million (EUR 55.0 million).

Changes in the management board 

Lars Bolscho, who has already been working for the TAKKT Group since 2009 and recently as CFO of the Industrial & Packaging Division (I&P), has succeeded Claude Tomaszewski in the CFO position at TAKKT since January 1, 2023.

REMUNERATION SYSTEM

AT A GLANCE

Principles of the remuneration system 

The Management Board remuneration system is closely linked to TAKKT's corporate strategy and makes a key contribution to achieving the corporate goals. The remuneration paid is based on the company's size, its financial position, and the structure and amount of the remuneration paid to Board Members at comparable companies. The remuneration paid to Board Members is made up of non-performance-related and performance- related components.

Non-performance-related remuneration comprises a fixed remuneration, the occupational pension scheme and fringe benefits. Fringe benefits include in particular the use of a company car. The amount of the non- performance-related remuneration is based on the Board Member's experience and the relevant standard market remuneration paid, based on the horizontal comparison, for the function respectively responsibility concerned. The components of the performance- related payments consist of the Short Term Incentive Plan (STIP), a remuneration component with a short- and long-term incentive, and the Long Term Incentive Plan (LTIP) in the form of a performance cash plan, a rolling remuneration component that acts as a long- term incentive. In addition, a so called take-off bonus with an incentive effect for the years 2023 and 2024 was assigned once in the 2023 fiscal year.

With particular regard to the performance-related components with a long-term incentive effect, Management Board remuneration is clearly oriented to a sustainable increase in the external value of the company through its direct connection to earnings per share. The STIP is primarily based on the operating

result of the respective fiscal year before interest, taxes and amortization or impairments from purchase price allocations (EBITA) as a performance criterion. Since 2020, the LTIP has been based exclusively on the development of TAKKT's total shareholder return (TSR), i.e. on the performance of TAKKT shares as well as the dividend. The take-off bonus, which is structured as a performance share plan, is based on the cumulative EBITA for the years 2023 and 2024 and the TAKKT share price. The performance-related remuneration components are subject to an overall cap with regard to the STIP, the LTIP as well as the take-off bonus.

Appropriateness of remuneration 

The remuneration system was developed by the Personnel Committee and was based in part on an expert report. The expert opinion on the system was part of an appropriateness opinion prepared by independent remuneration experts. The Personnel Committee is responsible for preparing the resolutions to be passed by the Supervisory Board on the remuneration system and for reviewing the system on a regular basis. In all of their remuneration decisions, the Personnel Committee and the Supervisory Board take the requirements set out in the German Stock Corporation Act (AktG) into account. Furthermore, they are guided by the recommendations made in the German Corporate Governance Code and by the following guidelines:

• Performance-basedfocus of the remuneration system (Pay for Performance)
• Promotion of the company's long-term sustainable development and value generation
• Ensuring remuneration that is in line with market standards
• Conformity with stock corporation law and governance requirements

The Personnel Committee regularly reviews on the basis of appropriateness reports whether the Management Board remuneration and the individual components are in line with market standards, are competitive as well as appropriate and makes proposals for adjustments to the Supervisory Board if required. The assessment whether the remuneration is in line with market standards and is competitive and appropriate is based on a comparison with similar companies (peer-group), on the company's economic position and future prospects, and on the tasks and performance of

the respective Board Member. The Supervisory Board regularly conducts horizontal and vertical comparisons for this purpose. The horizontal comparison looks at comparable companies, while the vertical comparison assesses the remuneration paid to the Management Board in relation to the remuneration paid to top executives within the company and the company's workforce as a whole.

Following its renewed review in 2023, the Supervisory Board came to the conclusion that the level of Management Board remuneration and pensions are appropriate from a legal point of view in accordance with section 87(1) AktG.

Target remuneration and maximum remuneration  Target remuneration 

The total target remuneration is defined as the total of non-performance-related remuneration (fixed remuneration, occupational pension scheme and fringe benefits) and performance-related remuneration in the event of a target achievement of 100 percent. The fixed remuneration makes up between 32 and 40 percent of the total target remuneration for the Board Members. Fringe benefits account for between one and three percent and the occupational pension scheme makes up between six and eight percent of the total target remuneration. The portion of the STIP with a short-term incentive (STIP without deferral) corresponds to between 16 and 30 percent of the total target remuneration; the performance-related remuneration with a long-term incentive (LTIP and STIP deferral) corresponds to between 20 and 33 percent. In line with the focus on performance, this means that the share of performance-related target remuneration exceeds the share of non-performance- related remuneration. In addition, the long-termperformance-related remuneration components outweigh the short-term ones.

In the 2023 financial year, the total target remuneration is increased once by the share of the variable (performance-related)take-off bonus. The share of the take-off bonus of the total target remuneration for the year 2023 is 14 to 23 percent.

The following table shows the individual target remuneration of each Management Board member and the relative shares of the individual compensation elements as a proportion of total target remuneration.

Maximum remuneration 

The individual variable remuneration components and the total amount of all Management Board remuneration components, including fringe benefits and the occupational pension scheme (total remuneration), are capped. Payout of the STIP and LTIP as well as the take-off bonus is capped at 300 percent of the target value per plan.

The maximum remuneration amount for Management Board members pursuant to section 87a(1) no. 1 AktG (including fringe benefits and occupational retirement costs) amounts to EUR 3,435 thousand p.a. for the CEO and EUR 2,437 thousand p.a. for the CFO. The remuneration cannot exceed these amounts.

STRUCTURE OF THE REMUNERATION SYSTEM IN DETAIL

Non-performance-related remunerationFixed remuneration 

All Management Board members receive an agreed basic annual salary. This is paid out in twelve equal monthly installments. The amount of the annual basic salary is based on the Board Member's experience and the relevant standard market remuneration paid, based on the horizontal comparison, for the function respectively responsibility concerned.

Fringe benefits 

The fringe benefits mainly comprise the use of company cars. Board Members are also reimbursed for expenses incurred in the interests of the company (travel, representation and hospitality expenses). In addition, accident, luggage and D&O insurance is taken out for the Management Board members, the latter with a deductible of ten percent to be borne by the Board Member. In accordance with section 93(2) sentence 3 AktG, this deductible corresponds to no more than one and a half times the fixed remuneration.

Occupational pension scheme 

The Board Members receive pensions and survivors' benefits in the form of a direct defined contribution commitment to which an annual contribution is made that corresponds to ten percent of the sum of the basic salary and the contractually agreed STIP target amount. The granting of the contribution is linked to the term of appointment as a member of the Management Board. Interest of five percent p.a. is granted for annual contributions until the occurrence

Other fixed remuneration components 

The Supervisory Board can grant further payments to new appointments on a case-by-case basis at its own discretion. These payments can be one-time payments (e.g. to compensate for other remuneration the individual would have been entitled to) or the assumption of costs associated with the move to the company (e.g. relocation costs).

Performance-related remuneration

Short Term Incentive Plan (STIP) 

EBITA, a key figure for the short-term operating earning power ofthe TAKKT Group, serves as the basis ofvaluation for the STIP. The target achievement is determined by means of linear interpolation based on a target value within a corridor of minus 30 percent (zero percent of the target value) to plus 30 percent (200 percent of the target value). The target value of the EBITA is set by the Supervisory Board based on the annual operating plan in line with the multi-year planning.

The value, which is determined in accordance with the target corridor, is multiplied by a modifier of zero to two based on the assessment of individual targets (results) as well as individual conduct (behavior). The results and the behavior are assessed to determine whether a Board Member meets, is below, or exceeds expectations. Depending on the assessment of the two aspects, each Board Member is positioned in a "9-box grid." Each field in the grid is assigned a modifier/modifier range. For the fields that include a range, the Supervisory Board decides on the final individual modifier at its due discretion based on a recommendation made by the Personnel Committee.

of the insured event, and six percent p.a. for older contributions. Board members are entitled to pension payments when they leave the company but not before reaching the age of 60. In the case of disability or death, the amount from the pension plan paid out or annuitized is equivalent to what would have been paid if contributions had been made up to the age of 63. The part of this commitment that exceeds the protection ceiling of the statutory agency providing insolvency protection for occupational pension schemes is hedged against insolvency using standard market products on the basis of a contractual trust agreement.

Results 

1

exceeds

expectations

2

meets

expectations

3

below

expectations

The individual goals are agreed between the Chairman of the Supervisory Board and the members of the Management Board for each fiscal year. They can be quantitative or qualitative. The quantitative targets include revenue, profit and cash flow targets. The qualitative goals are divided into:

• Strategic goals (e.g. an elaboration of growth strategies for individual divisions derived from the corporate strategy or functional strategies, such as in the area of sustainability),
• Execution goals (e.g. improvements in processes or defined control KPIs such as the Customer Net Promotor Score) and
• Talent targets (e.g. building and expanding leadership teams, cultural changes).

Each individual target is assessed separately at the end of the year according to the scale described above. The assessment is made on a summary basis, taking into account the relevance of the individual targets for the success of the company. They are monitored on an ongoing basis and can be adjusted if necessary.

Individual behavior is assessed based on the five TAKKT Core Behaviors:

• Think customer first: We make it easy to do business with. Our customer is the center of everything we do.
• Empower others: We engage our employees through open feedback, collaboration, transparency and teamwork.
• Improve every day: We challenge the status quo and quickly embrace change. We keep it simple and impactful.
• Take ownership: We are accountable for our targets and always deliver on our commitments.
• Compete for success: We are determined to win with a clear drive to reach our goals. We have the courage to make difficult decisions.

70 percent of the compensation linked to target achievement is paid out in the following year, 30 percent is retained for a period of three years after the end of the respective fiscal year (known as deferral).

Interest on the deferral is subject to the total shareholder return (TSR), with both positive and negative interest possible. The TSR reflects the development of the share taking into account the share price development and the reinvested dividends.

This involves comparing the average closing prices of TAKKT's shares in the XETRA trading system of Deutsche Börse AG over the last 60 stock exchange trading days before the start of the waiting period ("opening share price") with the average XETRA closing prices of the last 60 stock exchange trading days before the end of the waiting period ("closing share price"). The dividends paid by TAKKT during the waiting period are taken into account via a reinvestment assumption (pro rata acquisition of TAKKT shares at the XETRA closing price on the day of distribution in the amount of the dividend per share).

In the 2022 fiscal year, EBITA was above the defined EBITA target value, resulting in a target achievement of 139 percent with regard to the financial component ofthe STIP. With a target achievement of "meets expectations" in regards to the individual targets (results) as well as regarding the individual behavior (behavior), Maria Zesch achieved a modifier of 1.0. Claude Tomaszewski received the STIP 2022 including deferral in December 2022. This was based on a financial target achievement of 135 percent and a pre-agreed modifier of 1.0. The difference to the actual financial target achievement of EUR 15 thousand was paid to him in May 2023.

The STIP target achievement based on the multiplicative linking of the financial and financial and individual components can be seen in the the following overview.

Long Term Incentive Plan (LTIP) 

The LTIPs are launched each year in the form of performance cash plans and paid out in cash after a period of four years depending on whether the relevant targets are met. For 2020, 2021, 2022 and 2023, performance cash plans were granted which are due at the end of 2023, 2024, 2025 and 2026, respectively. The amount to be paid out depends solely on the development of total shareholder return (TSR) over the term of the four-year plan. The TSR is defined in line with the calculation of interest on the STIP deferral.

The target value is achieved when the TSR is nine percent p.a. The lower threshold that needs to be reached for a payout to be made is six percent TSR p.a. The upper threshold at which the payout is capped is twelve percent TSR p.a.

If the lower threshold is reached, the target achievement is 50 percent of the contractually agreed LTIP target amount. If the upper threshold is reached, the target achievement is 300 percent. Linear interpolation is used between six and nine percent TSR p.a. and between nine and twelve percent TSR p.a.

In addition to the TSR with a target weighting of 30 percent, the performance cash plans from 2018 and 2019 also depend on the amount of the cumulative TAKKT Value Added (TVA) with a target weighting of 70 percent over the term of the four-year plan. The TVA indicator is used for value-based corporate management and shows whether the interest demand by equity and debt investors will be met over the four-year performance period. The TVA is defined as the difference between the profit generated and the cost of capital on the average capital employed. The profit generated is determined on the basis of the EBIT (adjusted for amortization of intangible assets resulting from acquisitions), which is deducted by the income tax expense and increased by the other financial result.

TSR

Cumulative TAKKT Value Added (TVA) 2019 - 2022 

Target achievement

350%

300% 240 million €

250%

200%

150%

50%

60 million €

0% 100 200 300

TVA

Total Shareholder Return (TSR) 2019 - 2022 

Target achievement

350%

TSR

With a total shareholder return just above the lower hurdle of six percent and a cumulative adjusted TVA of EUR 17 million (adjusted, among other things, for the effects of the change in accounting for lease contracts from the 2019 fiscal year onwards), the target achievement and payout for the year 2023 of the LTIP tranche 2019-2022 were as follows:

Calculation of the target achievement level of LTIP 2019 - 2022 

Calculation of LTIP 2019 - 2022 payout in fiscal year 2023 in EUR thousand

TAKKT Take-Off Bonus

The target amount of the take-off bonus allocated on a one-time basis in the 2023 fiscal year is EUR 200 thousand (gross) per Board Member. The performance target for the take-off bonus is the cumulative EBITA for the 2023 and 2024 financial years. The structure of the take-off bonus in the form of a performance share plan takes into account the TAKKT share price including dividends as a further performance criterion.

At the beginning of the performance period ("allocation date"), the Management Board members are granted a provisional number of virtual performance shares. The provisional number of virtual performance shares granted is calculated by dividing the individual agreed target amount for the take-off bonus by the average closing price for the TAKKT AG share over the last 60 trading days before the allocation date ("starting price").

At the end of the performance period, the final number of virtual performance shares will be determined. If the cumulative EBITA over the performance period is below the defined EBITA target, the final number of virtual performance shares is zero. If the cumulative EBITA over the performance period equals the defined EBITA target, the final number of virtual performance shares is equal to the provisional number of virtual performance shares. If the cumulative EBITA of the performance period exceeds the defined EBITA target, the final number of virtual performance shares is equal to the provisional number of virtual performance shares plus an additional number of virtual performance shares allocated for exceeding the EBITA target.

The final payout amount of the take-off bonus is calculated by multiplying the final number of virtual performance shares by TAKKT AG's share price at closing date over the last 60 trading days before the end of the performance period ("closing price") plus the dividend payment for TAKKT AG shares during the performance period ("dividend equivalent"). The final payout amount is limited to 300 percent of the target amount for the take-off bonus (cap).

Malus / Clawback 

TAKKT may, in justified cases, demand the partial or full reimbursement of an already paid out STIP or LTIP amount over a period of three years from the due date. Justified cases refer, in particular, to the materialization of one of the following scenarios involving the Board Member:

• The Board Member was significantly involved in or responsible for conduct that resulted in considerable losses or a significant government sanction for TAKKT AG, meaning that they breached their duties intentionally or by gross negligence.
• The Board Member committed a serious breach of relevant external or internal regulations relating to their conduct and acted intentionally or by gross negligence in this regard.

TAKKT has the burden of proving that one of the aforementioned scenarios has materialized involving the Board Member. The reversal of the burden of proof set out in section 93c(2) sentence 2 AktG does not apply in this respect.

In the 2023 fiscal year, TAKKT AG did not claw back or reduce any variable remuneration.

BENEFITS IN THE EVENT

OF TERMINATION OF SERVICES

Occupational pension scheme 

The following table lists the contributions made during their board activity to pension plans, current service costs for the year under review and the present values of obligations for the members of the Management Board in accordance with IAS 19.

Payments in the event of early termination 

In the current contracts of the Management Board Members, the limit of possible severance payments corresponds to the recommendations of the German Corporate Governance Code. According to the Code, the payments that could be paid in the event of a premature termination of the membership of the Management Board without cause may at most remunerate the remaining term and also may not exceed the amount of two annual salaries. Other sources of income are not taken into account. The right to a severance payment does not apply in the event of extraordinary termination of the contract of employment by the company for good cause.

Claude Tomaszewski resigned from the Management Board at his own request on December 31, 2022. In relation to the premature termination of his Board position, a severance payment of EUR 1,742 thousand was paid out in January 2023.

"REMUNERATION GRANTED AND OWED" IN ACCORDANCE WITH SECTION 162(1) SENTENCE 1 AKTG

Pursuant to section 162(1) sentence 1, sentence 2 no. 1 AktG, all fixed and variable remuneration components "granted and owed" to the individual members of the Management Board in the 2023 fiscal year must be disclosed. The values stated for both the STIP and LTIP for the 2023 fiscal year therefore include all benefits actually received in the respective fiscal year, regardless of the fiscal year for which they were received by the members of the Management Board. Accordingly, the 2023 STIP corresponds to the amount of the STIP from the 2022 fiscal year, which was disbursed in the 2023 fiscal year in accordance with the contractual agreement. The 2019 LTIP therefore corresponds to the amount for the LTIP whose four-year term ended on December 31, 2022 and which was disbursed in the 2023 fiscal year in accordance with the contractual agreement.

In accordance with section 162(5) AktG, the personal information of former Management Board members is no longer included if they left before December 31, 2013.