CompuGroup Medical : Corporate Govenance Document (Remuneration Report 2023)

REMUNERATION REPORT

1. Remuneration report 2023

In the following remuneration report in accordance with section 162 German Stock Corporation Act (AktG), the general partner, CompuGroup Medical Management SE, and the Supervisory Board of the listed CompuGroup Medical SE & Co. KGaA (hereinafter also referred to as "CGM", "CompuGroup Medical" or the "Company") report on the structure and amount of the remuneration of CompuGroup Medical Management SE and the remuneration of the members of the Supervisory Board. In addition, disclosures on the structure and the amount of the remuneration of the Managing Directors (hereinafter "Managing Directors") and the members of the Administrative Board (hereinafter "Administrative Board") of the non-listed CompuGroup Medical Management SE are provided on a voluntary basis.

For ease of reading, the masculine form is used in this report when referring to persons. It is representative of persons of any gender.

Due to rounding, some figures in this report may not add up precisely to the totals provided and the percentages presented may not precisely reflect the absolute values to which they relate.

Remuneration report 2022

At the meeting on May 17, 2023, the Annual General Meeting approved the remuneration report for financial year 2022 in accordance with section 120a (4) German Stock Corporation Act (AktG).

Changes in the Company's governing bodies

There were a number of changes concerning the Company's Managing Directors in financial year 2023:

On May 17, 2023, the previous spokesman for the Managing Directors, Michael Rauch, was appointed as Chief Executive Officer. He will also remain responsible for CGM's finance division as Chief Financial Officer until January 31, 2024.

Effective as at May 31, 2023, Angela Mazza Teufer prematurely resigned from office as Managing Director of Ambulatory Information Systems DACH and Connectivity Germany which she had led since February 2022.

On September 28, 2023, Dr. Eckart Pech resigned from his office as Managing Director, effective as at March 15, 2024.

Dr. Ulrich Thomé has been responsible for the business unit Ambulatory Information Systems DACH and Connectivity Germany since August 1, 2023. He has been appointed Managing Director with effect from November 1, 2023.

With effect from February 1, 2024, Daniela Hommel has been appointed CFO of CompuGroup Medical SE & Co. KGaA.

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2. Remuneration system for the management

2.1. Remuneration of CompuGroup Medical Management SE

The sole general partner of CompuGroup Medical SE & Co. KGaA is CompuGroup Medical Management SE (itself not listed). CompuGroup Medical Management SE has not made a special contribution and does not participate in the profit and loss or assets of CompuGroup Medical SE & Co. KGaA. CompuGroup Medical Management SE is the legal representative and also otherwise manages the business of CompuGroup Medical SE & Co. KGaA. Under article 8 (4) of the Articles of Association of CompuGroup Medical SE & Co. KGaA, it is agreed that the general partner receives an annual remuneration of 4 % of its share capital from the Company for assuming the management and liability.

Furthermore, article 8 (3) of the Articles of Association provides that the general partner shall also be reimbursed for all expenses incurred in connection with managing the business of the Company. This applies to the remuneration of the Managing Directors and the members of the Administrative Board of CompuGroup Medical Management SE described in detail below.

2.2. Remuneration of the Managing Directors

This remuneration system describes the principles for determining the remuneration of the Managing Directors of CompuGroup Medical Management SE, the general partner of CompuGroup Medical SE & Co. KGaA ("CompuGroup Medical" or the "Company"). Since the Company is organized as a partnership limited by shares (Kommanditgesellschaft auf Aktien, KGaA), its business is managed by its general partner and thus indirectly by the Managing Directors who have a similar position in this respect as the members of the management board of a stock corporation.

2.2.1 Process for determining, implementing and reviewing the remuneration system

The Administrative Board of CompuGroup Medical Management SE ("Administrative Board") is responsible for determining the remuneration system for the Managing Directors.

The general provisions under the German Stock Corporation Act (AktG) and the recommendations in the German Corporate Governance Code on dealing with conflicts of interest are consulted when determining and implementing the remuneration system. Whenever a conflict of interest arises, the Administrative Board members in question must disclose such to the Chair of the Administrative Board and may not participate in the corresponding votes within the Administrative Board. If a conflict of interest proves to be material and not only temporary, the member is removed from office. Michael Rauch did not participate in passing the resolution on this remuneration system or abstained from voting.

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This remuneration system builds on the system approved by the Annual General Meeting of CompuGroup Medical on May 19, 2022. It was adopted at the meeting of the Administrative Board on February 6, 2023, and approved by the Annual General Meeting of CompuGroup Medical in accordance with section 120a (1) of the German Stock Corporation Act (AktG) on May 17,

2023. The amended remuneration system contains the following main changes:

• Adjustments to the relative shares of the remuneration components: The previous ranges were adjusted to a certain extent in order to allow for enlarging the share of the long-term incentive while maintaining the required flexibility. This is to further enhance the sustainability and long-term orientation of the remuneration structure.
• Alternative design of the long-term incentive as a cash bonus: In individual cases, the Administrative Board is to be given the possibility to offer Managing Directors a cash bonus with a multi-year performance period instead of share options as long-term incentive. First, this improves the Administrative Board's negotiation power when trying to attract exceptionally qualified and suitable Managing Directors. Additionally, the possibility to grant a cash bonus with long-term orientation and performance targets that are not linked to the company's share price enables the Administrative Board to better match the remuneration to the specific responsibilities and tasks of a Managing Director.
• Possibility to grant special bonus payments under certain circumstances: Furthermore, the Administrative Board is to be enabled to grant Managing Directors a special bonus when they take office or renew their contract, or for extraordinary performance. This measure will also enhance the Company's position in the competition for exceptional talent and is to enable the Administrative Board to offer the Directors incentives for long-lasting top performance.

This remuneration system applies to every employment contract concluded or renewed with Managing Directors from the day following the Annual General Meeting 2023. Managing Director employment contracts concluded or renewed since the Annual General Meeting 2022 already anticipate the changes set forth in this new remuneration system. The other employment contracts of the Managing Directors in office concluded before the remuneration system was created do not in all respects comply with this amended remuneration system and are protected by grandfathering provisions. The actual remuneration of the Managing Directors based on their current contracts is presented in Section 3 of this report.

2.2.2 Basic principles of the Managing Director remuneration system

CompuGroup Medical is a global market leader in the development of e-health solutions and sells efficiency and quality- enhancing software plus information technology services for the healthcare sector. This position as an internationally leading provider of IT solutions for the healthcare sector is to be further expanded by organic growth and additional acquisitions.

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CompuGroup Medical is strongly focused on growth. This philosophy of growth is mainly based on the idea that growth brings advantages for the Company that go beyond purely economic benefits and is therefore highly important for all stakeholders of CompuGroup Medical. As a result, the corporate strategy focuses very strongly on further growth, while maintaining profitability and sustainability. Core elements of this corporate strategy are in particular further expanding the relevant customer base, selling new products and services to existing customers, and maintaining a stable leading position in the field of technology and innovation.

The remuneration system for the Managing Directors provides a crucial incentive for implementing the corporate strategy of CompuGroup Medical based on ambitious performance targets derived from it. The individual remuneration components promote the three key corner stones of the corporate strategy: growth, profitability, and sustainability.

At the same time, the remuneration of the Managing Directors has been devised to remunerate them adequately, reflecting their performance, and their office and responsibility, which extends indirectly to CompuGroup Medical. In addition, the success and future prospects of the Company in the relevant competitive environment are also key criteria for the remuneration of the Managing Directors.

In preparing the structure of the remuneration system, special attention is paid to the following guiding principles:

Promoting and implementing the corporate strategy:

By setting ambitious short-term and long-term performance targets that are in line with the goals for corporate development and make them measurable in a targeted manner, the remuneration system as a whole contributes to the promotion and implementation of CompuGroup Medical's corporate strategy.

Harmonizing targets with shareholder and stakeholder interests:

The remuneration system makes a crucial contribution to aligning the interests of the Managing Directors with the interests of shareholders and other stakeholders, as the remuneration depends largely on the long-term and sustainable performance of CompuGroup Medical and the share price development of the CompuGroup Medical share.

Focusing on long-term and sustainable development:

The long-term and sustainable development of CompuGroup Medical is promoted by granting a long-term incentive (LTI) and the implementation of ESG criteria (Environmental, Social, Governance) is rewarded by means of the short-term incentive (STI).

Pay for performance:

The Managing Directors receive a performance-based remuneration component, as adequate and ambitious targets are defined for the variable remuneration component. If the targets are not met, the variable remuneration component can be reduced to zero; at the same time, if the targets are exceeded, it can be raised up to a certain maximum amount (cap).

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Compliance:

The structure of the remuneration system for the Managing Directors takes into account the applicable regulatory requirements for executive remuneration.

2.2.3 Appropriateness of Managing Director remuneration

When making remuneration decisions, the Administrative Board shall ensure that the total remuneration is appropriate in relation to the corresponding Managing Director's tasks and performance as well as to the Company's overall position and performance, does not exceed the usual level of remuneration without specific reasons and is geared toward supporting the long-term and sustainable development of the Company.

In order to assess whether the remuneration amounts are appropriate, they are compared with an appropriate peer group (horizontal comparison). The Administrative Board uses the horizontal comparison with a sense of perspective, in order to prevent an automatic upward trend. The peer group usually consists of national and international listed companies with a comparable size and from a similar sector, e.g., SDAX, MDAX and TecDAX companies as well as global software and technology corporations. In addition, the Administrative Board considers internal remuneration relations by comparing the remuneration of the Managing Directors with the remuneration at the executive level below the Managing Directors and the workforce as a whole (vertical comparison). The vertical comparison also assesses how the remuneration of the aforementioned groups develops over time.

2.3. Components of the remuneration system

Remuneration components

Managing Director remuneration consists of fixed and variable remuneration components. The fixed remuneration consists of the fixed annual salary (fixed salary) and fringe benefits.

The variable remuneration consists of a short-term(short-term incentive) and a long-term(long-term incentive) component. The short-term incentive has a one-year performance period and is granted annually as a cash bonus depending on target achievement levels. The long-term incentive has a multi-year performance period and is generally granted in the form of share options, but may be fully or partially replaced by a long-term incentive that is designed as a cash bonus.

Furthermore, the Administrative Board may grant Managing Directors special bonus payments under certain circumstances that depend on the achievement of special additional targets.

The following table shows the normal remuneration components and other material provisions concerning the remuneration.

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Remuneration components at a glance

Fixed remuneration components

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Remuneration structure

When determining Managing Director remuneration, the Administrative Board ensures that the remuneration structure offers strong incentives to support CompuGroup Medical SE's long-term positive development while allowing for appropriate performance-related remuneration levels. The remuneration structure refers to the relative shares of the individual remuneration components.

The target total remuneration is the reference point for determining the remuneration structure. The target total remuneration is defined as the sum total of all the normal remuneration components (including fringe benefits) granted for one financial year. The target total remuneration further includes variable cash remuneration components, namely the respective amount that is paid for 100 % target achievement, as well as share options, namely the value of the options determined by the Administrative Board when the contract is concluded on the basis of customary measurement methods. However, neither special bonus payments nor changes in the value of share options and fringe benefits are taken into account for target total remuneration.

The remuneration structure for a financial year is as follows:

Short-term variable remuneration ~25 % - ~40 %

The Administrative Board ensures in each case that the variable remuneration clearly outweighs the fixed remuneration and that, within the variable remuneration, the share of the long-term incentive exceeds that of the short-term incentive to accommodate the "pay for performance" principle and the sustainability objective. Deviations from the relative shares in the target total remuneration set out above may arise (i) if no or only a limited number of new share options are granted upon contract renewal or

1. resulting from the development of the share price and thus the value of the share options or due to the measured value of the granted fringe benefits.

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2.3.1 Basic remuneration

Fixed salary

The fixed salary is a fixed remuneration for the full year that is paid out in twelve monthly instalments.

Fringe benefits

Additionally, the Managing Directors receive benefits in kind and other benefits (fringe benefits). This encompasses the provision of a company car appropriate with regard to their position for private and business use as well as the payment of insurance premiums, in particular group accident insurance and D&O insurance with appropriate coverage and a deductible in accordance with section 40 (8) of the SE Implementation Act (SEAG) in conjunction with section 93 (2) sentence 3 German Stock Corporation Act (AktG).  In addition, the group may pay an allowance of up to 50 % of the documented amount of a private health insurance/care insurance, but no more than what the maximum employer contribution to statutory health/care insurance would cost.

The Administrative Board may also, at its reasonable discretion, temporarily reimburse expenses for extraordinary fringe benefits (e.g., security measures) where a substantial change in need has been identified. In addition, the group may pay relocation costs for newly appointed Managing Directors as well as additional accommodation costs and the travel expenses.

CompuGroup Medical does not grant a company pension.

2.3.2 Variable remuneration components

The variable, performance-based remuneration of the Managing Directors is linked to performance and based on the short and long-term development of the Company. It consists of a short-term component (short-term incentive), a long-term component (long-term incentive) as well as special bonus payments. The amount of the short-term and the long-term components depends on the achievement of financial and non-financial performance criteria. The performance criteria are derived from the strategic goals and operational management of the Company and also include the performance criterion of sustainability. Ultimately, all performance criteria measure the strategically targeted successful value creation in its various manifestations.