Berentzen Gruppe : Compensation Report for the financial year 2023 including auditor´s report

Compensation Report

2023

Compensation Report of Berentzen-Gruppe Aktiengesellschaft for the 2023 financial year

The present Compensation Report presents in a clear and comprehensible manner the compensation individually granted and owed by Berentzen-Gruppe Aktiengesellschaft to the present and former members of its Executive Board and Supervisory Board in the 2023 financial year and includes, by name, the necessary details and explanations to the extent such information is actually available.

This Compensation Report was compiled jointly by the Executive Board and Supervisory Board of Berentzen-Gruppe Aktiengesellschaft in accordance with the statutory requirements of the German Stock Corporations Act (Section 162 AktG).

According to Section 162 (3) sentence 1 AktG (German Stock Corporations Act), the independent auditor is obliged to audit the Compensation Report. Within the scope of this statutory audit duty, the independent auditor must review whether the information pursuant to Section 162 (1) and (2) AktG has been provided, i.e. the independent auditor is only obliged to perform an audit of formal requirements. The review of the Compensation Report is a separate review pursuant to the German Stock Corporations Act and is not part of the audit of financial statements. The Compensation Report for the 2023 financial year was not subjected to a voluntary audit of the content by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Osnabrück, the independent auditor for the consolidated financial statements and the annual financial statements of Berentzen-Gruppe Aktiengesellschaft as at December 31, 2023.

(1) Review of the 2023 financial year from a compensation point of view

(1.1) Business performance and business result in the 2023 financial year

The Berentzen Group achieved consolidated revenues of EUR 185.7 million (EUR 174.2 million) in the 2023 financial year; the adjusted consolidated earnings (consolidated EBIT) was EUR 7.7 million (EUR 8.3 million). The adjusted consolidated earnings before depreciation and amortisation came to EUR 16.0 million (EUR 16.7 million). The key financial performance indicators of the Berentzen-Gruppe Aktiengesellschaft group are therefore within the forecast ranges, which were adjusted slightly downward during the 2023 financial year. The range of the adjusted consolidated earnings was lowered only at the upper limit, however, not at its lower limit. In this way, the Berentzen Group fully reached its revenue and earnings goals for the 2023 financial year overall, even though the revenue growth was achieved exclusively through price increases with slightly lower unit sales and, accordingly, the earnings quality was not satisfactory. In addition, there was an inflationary price trend along the entire value chain, leading to a rise in other operating expenses, particularly personnel costs. These developments accounted overall for the decrease in adjusted consolidated earnings compared to the previous year.

The current compensation system for the members of the Executive Board of Berentzen-Gruppe Aktiengesellschaft applicable in the 2023 financial year is based as before on a "pay for performance" principle. Accordingly, the performance of the 2023 financial year is reflected in the short-term,single-year compensation of members of the Executive Board for this financial year, in which the financial performance criteria set by the Supervisory Board in

December 2022 were overfulfilled, albeit to a significantly lesser extent than in the previous financial year when the achieved adjusted consolidated earnings far exceeded the amount forecast in the business plan. This compensation component will be paid in the 2024 financial year, subject to its adoption by the Supervisory Board, which will take place after this Compensation Report has been prepared.

In supplement to the financial performance indicators resulting directly from the compensation system, in December 2022 the Supervisory Board set the non-financial performance criteria with regard to the multiple-year variable compensation of the members of the Executive Board for the financial years 2023 to 2026. This will be paid, again subject to adoption by the Supervisory Board in the 2027 financial year, after the end of this performance period, if and to the extent that the applicable and adopted performance criteria have been met.

(1.2) Composition of the Executive Board, the Supervisory Board and the Personnel Committee of the Supervisory Board

There were no changes to the composition of the Executive Board of Berentzen-Gruppe Aktiengesellschaft in the 2023 financial year.

The minor changes to the composition of the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft and its committees in this financial year are presented in section (3.2.1) of this Compensation Report. Among others, they affected the Personnel Committee of the Supervisory Board, which generally deals in a preparatory way for the Supervisory Board with matters concerning the compensation of members of the Executive Board and Supervisory Board.

(1.3) Resolution to approve the Compensation Report for the past 2022 financial year

The Compensation Report for the 2022 financial year was prepared in accordance with the statutory requirements of the German Stock Corporations Act (Section 162 AktG) and also voluntarily subjected to an audit of the content by the auditor beyond the statutory requirements of Section 162 (3) sentence 1 AktG. It was approved by the annual general meeting of Berentzen-Gruppe Aktiengesellschaft on May 10, 2023 with a majority of 90.87 % of the votes cast in this resolution in accordance with Section 120a (4) AktG. Against the background of this vote, in the opinion of the Executive Board and the Supervisory Board there was no need to question or make any changes in this respect to the reporting on the compensation of the members of the Executive Board and the Supervisory Board or the application of the respective compensation system.

(2) Compensation of members of the Executive Board

(2.1) Compensation system for Executive Board members

(2.1.1) Method of setting, reviewing and implementing the compensation system for the members of the Executive Board

The compensation system for the members of the Executive Board and compensation for individual members of the Executive Board are set by the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft, with preparation of the corresponding Supervisory Board resolutions having been transferred to the Supervisory Board's Personnel Committee. The Supervisory Board and its Personnel Committee may consult external advisers as necessary. When external compensation experts are engaged, it is ensured that they are independent of the Executive Board and the Company.

As a general principle, the Supervisory Board's Personnel Committee prepares the regular Supervisory Board reviews of the system of compensation of the Executive Board members. When necessary, the Personnel Committee makes recommendations for changes to the Supervisory Board.

In the event of material changes, but no less than once every four years, the compensation system is presented to the annual general meeting for approval. If the annual general meeting does not approve the compensation system submitted to it for voting, a reviewed compensation system will be submitted for resolution no later than the subsequent ordinary general meeting.

(2.1.2)  Voting of the annual general meeting on the compensation system for the members of the Executive Board

The current system for the compensation of the members of the Executive Board was passed on December 10, 2020, by the Supervisory Board at the recommendation of its Personnel Committee and there were no changes to it in the 2023 financial year. It has been in force since January 1, 2021, and takes account of the relevant statutory specifications of the German Stock Corporations Act and, with one exception, the recommendations of the German Corporate Governance Code (DCGK), both in the version of December 16, 2019, which was applicable at this time, and the current version of April 28, 2022. This compensation system was submitted for approval to the annual general meeting of Berentzen-Gruppe Aktiengesellschaft pursuant to Section 120a (1) sentence 1 AktG on May 11, 2021, and approved with a majority of 82.54 % of the votes cast.

If there are any material changes to the compensation system, it will be submitted to the annual general meeting again for approval, but no later than the ordinary general meeting held in the year 2025.

In their preparation of the amended compensation system for the members of the Executive Board, the Supervisory Board and its Personnel Committee received assistance from independent external compensation experts from Deloitte Consulting GmbH, Düsseldorf. As part of this process, an assessment was performed at the same time of the customariness and appropriateness of the Executive Board compensation under the amended compensation system in

accordance with the requirements of stock corporation law and the recommendations of the DCGK in this context.

(2.1.3) Application of the compensation system for the members of the Executive Board

The current compensation system for the members of the Executive Board was applied to all current members of the Executive Board in the 2023 financial year. Employment contracts that correspond with this compensation system have been concluded with the current members of the Executive Board.

Insofar as the corresponding performance criteria were met, the members of the Executive Board were granted multiple-year variable compensation components for the last time for a performance period that ended in the 2022 financial year; these compensation components had been committed in previous financial years under the compensation system valid at that time for the members of the Executive Board in accordance with their employment contracts concluded under that system.

In accordance with the current compensation system, after the end of the 2022 financial year the Supervisory Board made in its meeting on March 21, 2023, the necessary findings with regard to target achievement for the variable compensation components and adopted these accordingly for the 2022 financial year. In this financial year the Supervisory Board has not exercised the option established in the compensation system by law of deviating temporarily from the compensation system in the interest of the long-termwell-being of the company, as detailed in this compensation system.

(2.1.4) Fundamentals and general objective of the compensation system for the members of the Executive Board

The current system of Executive Board compensation promotes the implementation of the long-term corporate strategy of profitable growth. It promotes implementation of non-financial strategic objectives and provides incentives for creating long-term and sustainable value while, at the same time, avoiding undue risks. In addition, this approach also specifically promotes the interests of the shareholders in an appropriate long-term return. It is intended that the Executive Board members be granted, within the relevant legal framework, a market-based but competitive compensation package in order to encourage the loyalty of qualified Executive Board members to Berentzen-Gruppe Aktiengesellschaft and to attract new Executive Board members to the Company.

The compensation system for the members of the Executive Board of Berentzen-Gruppe Aktiengesellschaft consists of non-performance-based (fixed) and performance-based (variable) components. In the event of performance targets being 100 % reached in each case, the ratio of the short-term,single-year variable compensation (short-term incentive, STI) to long-term,multiple-year variable compensation (long-term incentive, LTI) stands at 40:60 after rounding. In the case of special achievements or special project successes, which in particular make a contribution to sustainable corporate performance, the Supervisory Board may further decide to award an additional voluntary special allowance.

The following overview provides a summary of the individual components of the current compensation system for the members of the Executive Board and of the underlying objectives including the link to strategy and the specific

(2.1.5) Target total compensation

The target total compensation is such compensation as would be paid to an Executive Board member for a financial year (performance period) as an aggregate of all fixed and variable compensation components that would be paid overall if the degree of target achievement amounted to 100 % in both of the two compensation components, STI and LTI. This is independent of whether the individual compensation component is granted or owed in the financial year in question or at a later point in time.

The Supervisory Board determines in compliance with the compensation system the amount of the target total compensation for each Executive Board member. In this context, the Supervisory Board not only takes into consideration an appropriate relationship to the tasks and performance of the Executive Board member but also the economic situation of Berentzen-Gruppe Aktiengesellschaft.

The following diagram shows an overview of the relative shares of the individual compensation components in the target total compensation:

(2.1.6) Compensation components

The compensation of the members of the Executive Board of Berentzen-Gruppe Aktiengesellschaft generally consists of the fixed compensation components of basic compensation and fringe benefits as well as the variable compensation components of STI and LTI. Furthermore, it is possible under certain circumstances to additionally pay a voluntary variable special allowance.