Invitation

to the Annual General Meeting 2024

Energiekontor AG

Bremen

ISIN: DE0005313506

Unique event ID: EKT052024oHV

Invitation to the Annual

General Meeting

We hereby invite the shareholders

of our company to attend the

Annual General Meeting

on

Wednesday, 29 May 2024,

at 10.30 am (Central European Summer Time - CEST),

at Hamme Forum, Riesstrasse 11, in 27721 Ritterhude near Bremen, Germany.

AGENDA

  1. Presentation of the adopted annual financial state- ments of Energiekontor AG as at 31 December 2023, the approved consolidated financial statements as at 31 December 2023, the combined management report for Energiekontor AG and the Group for the
    2023 financial year, the report of the Supervisory Board for the 2023 financial year and the explanatory report of the Management Board on the disclosures pursuant to Sections 289a (1), 315a (1) of the German Commercial Code (HGB) for the 2023 financial year
    The Supervisory Board has approved the annual financial statements of Energiekontor AG and the consolidated fi- nancial statements for the 2023 financial year prepared by the Management Board in accordance with Section 172 of the German Stock Corporation Act (AktG) and has therefore adopted the annual financial statements. No resolution will be passed on this agenda item 1. Section 175 (1) sentence 1 of the German Stock Corporation Act (AktG) only stipu- lates that the Management Board must convene the Annual
    General Meeting to take receipt of the adopted annual fi- nancial statements, the management report and other doc- uments, as well as, in the case of a parent company, to take receipt of the consolidated financial statements and the
    Group management report approved by the Super­visory Board. In accordance with Sections 175 (2) and 176 (1) sentence 1 of the German Stock Corporation Act (AktG), the Management Board must make the annual financial statements, the management report, the report of the
    Supervisory­ Board and - in the case of listed companies - an explanatory report on the information in accordance with Sections 289a and 315a of the German Commercial Code (HGB) and, in the case of a parent company, the consoli- dated financial statements, the Group management report and the associated report of the Supervisory Board available to the Annual General Meeting.
    The above documents are available on the company's web- site at www.energiekontor.de/en/investor-relations/annual-­general-meetingand will also be available there during the Annual General Meeting. They are also available for inspec- tion at the Annual General Meeting and will be explained in more detail at the Annual General Meeting.
  2. Resolution on the appropriation of the balance sheet profit
    From the balance sheet profit for the 2023 financial year amounting to 56,219,712.69 euros, the Management Board and Supervisory Board propose:
    1. to use an amount of 16,751,230.80 euros for the pay- ment of a dividend of 1.20 euro per dividend-bearing share,
  1. to carry forward to new account the amount arithmeti- cally attributable to treasury shares from the dividend distribution in accordance with a) and
  2. to transfer the remaining amount of 39,468,481.89 euros to retained earnings.

The distribution corresponds to a dividend of 1.20 euro per no-par value share on the subscribed capital of 13,959,359.00 euros, divided into 13,959,359 no-par value shares.

In accordance with Section 58 (4) sentence 2 of the German Stock Corporation Act (AktG), the entitlement to the dividend is due on the third business day following the resolution of the Annual General Meeting.

  1. Resolution on the approval of the Management Board members' actions for the 2023 financial year
    The Management Board and Supervisory Board propose that the actions of the members of the Management Board for the 2023 financial year be approved.
  2. Resolution on the approval of the Supervisory Board members' actions for the 2023 financial year
    The Management Board and Supervisory Board propose that the actions of the members of the Supervisory Board for the 2023 financial year be approved.
    It is intended to have the Annual General Meeting vote on the approval of the Supervisory Board members' actions on a member-by-member basis.
  3. Resolution on the election of the auditor of
    the annual­ financial statements, consolidated financial statements and interim reports for the 2024 financial year
    The auditor to date, PKF Deutschland GmbH Wirtschafts- prüfungsgesellschaft, Stuttgart branch, Löffelstrasse 44, 70597 Stuttgart, Germany, has audited the company for the past ten consecutive years. For this reason, a change of auditor is necessary.
    Based on the recommendation of the Audit Committee, the Supervisory Board proposes that

Nexia GmbH Wirtschaftsprüfungsgesellschaft­

Steuerberatungsgesellschaft,

­Frankfurt am Main branch,

Ulmenstrasse 37-39, 60325 ­Frankfurt am Main, Germany,

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be elected as auditor of the annual financial statements and the consolidated financial statements for the 2024 financial year and as auditor for any review of the condensed financial statements and interim report contained in the half-year ­financial report as at 30 June 2024.

In accordance with Article 16 (2) sub-section 3 of Regulation (EU) No. 537/2014, the Audit Committee has declared that its recommendation is free from undue influence by third parties and that no contractual clauses restricting the selection options of the Annual General Meeting within the meaning of Article 16 (6) of Regulation (EU) No. 537/2014 have been imposed on it.

6. Resolution on the payment of remuneration to the members of the Supervisory Board for the 2023 financial year

In accordance with Article 15 of the company's articles of incorporation, the remuneration of the Supervisory Board is determined by the Annual General Meeting. The Manage- ment Board and Supervisory Board propose that the fol- lowing remuneration of the Supervisory Board be resolved for the 2023 financial year:

The members of the Supervisory Board each receive remuneration totaling 225,000.00 euros for the 2023 financial year, plus statutory VAT where applicable. The remuneration is broken down in accordance with the provisions of Article 15 of the articles of incorporation.

7. Resolution on the approval of the remuneration report for the 2023 financial year prepared and audited in accordance with Section 162 of the German Stock Corporation Act (AktG)

The Management Board and Supervisory Board have pre- pared a remuneration report for the 2023 financial year in accordance with Section 162 of the German Stock Corpo- ration Act (AktG) (Appendix 1). The Management Board and Supervisory Board propose the following resolution:

The remuneration report for the 2023 financial year prepared by the Management Board and Supervisory Board is approved.

8. Resolution on the cancellation of the existing authorisation to issue subscription rights to shares of Energiekontor AG to members of the company's Management Board, creation of a new authorisation to issue subscription rights to members of the Management Board (stock option programme 2024), the amendment of Conditional Capital 2018/I and the creation of new conditional capital and corre- sponding amendment of the articles of incorporation

The Annual General Meeting of Energiekontor AG on 23 May

2018 approved the stock option programme 2018, under which up to 500,000 subscription rights could be issued to members of the Management Board. Only partial use was made of this authorisation, with 100,000 subscription rights being issued to members of the Management Board. This authorisation, which expired on 30 April 2023, is to be can- celled to the extent that it has not been exhausted and re- placed by a new authorisation.

The Management Board and Supervisory Board therefore propose the following resolution:

  1. The authorisation to issue subscription rights for no-­par value shares in the company to members of the Man- agement Board, which was resolved at the Annual
    General­ Meeting on 23 May 2018 under agenda item 8, is cancelled insofar as it has not been exercised.
  2. The Conditional Capital 2018/I created for this purpose is reduced from 500,000.00 euros to 100,000.00 euros and Article 4 (6) sentence 1 (new Article 4 (5) sentence 1) of the articles of incorporation is amended as follows:

"The company's share capital is conditionally increased by up to a total of 100,000.00 euros by issuing up to a total of 100,000 new no-par value bearer shares (Conditional Capital 2018/I)."

Article 4 (6) of the company's articles of incorporation becomes Article 4 (5) of the company's articles of incorporation.

  1. The stock option programme 2024 has the following key points:

(1) Beneficiaries and total volume

The Supervisory Board is authorised to issue subscription rights for up to 100,000 shares in the company only to members of the company's Management Board until 28 May 2029 as part of the stock option programme 2024. Each subscription right entitles the holder to subscribe to one no-par value bearer share in Energiekontor AG in accordance with the subscription rights conditions to be determined by the Supervisory Board.

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New subscription rights may be issued in place of subscription rights that have expired and have not already been exercised.

(2) Structure

  1. Issue periods: Subscription rights can be issued three times per year between the 11th and 26th trading days on the Frankfurt Stock Exchange following the publi- cation of the consolidated financial statements or the half-year report for a financial year, as well as the ten trading days after the Annual General Meeting.
  2. Term: The term of the subscription rights is five years, starting at the end of the respective issue period. Thereafter, the subscription rights expire without compensation.
  3. Vesting period: The stock options can only be exer- cised after the vesting period has expired. The vest- ing period begins at the end of the respective issue period and ends four years after the respective issue period.
  4. Exercise period: The subscription rights can be exer- cised during their period of validity in exercise periods and after the end of the respective vesting period. Exercise periods are the ten trading days on the Frankfurt Stock Exchange following the publication of the consolidated financial statements or the half-year report for a financial year, as well as the ten trading days after the Annual General Meeting.
    Subscription rights may not be exercised if exercise days fall within a period that begins on the day on which the company publishes an offer to its share- holders to subscribe to new shares or bonds with conversion or subscription rights in the Federal
    Gazette­ and ends on the day on which the shares of the company with subscription rights are listed "ex subscription right" for the first time. The respec- tive exercise period is extended by a corresponding number of exercise days immediately after the end of the vesting period.
  5. Strike price and exercise barrier: The subscription rights can only be exercised against payment of the strike price, which equates to 120 percent of the av- erage stock exchange price defined as the mean of the closing auction prices for an Energiekontor share in XETRA trading (or a functionally comparable suc- cessor system replacing the XETRA system) on five consecutive stock exchange trading days immediately preceding the issue period. This strike price also in- directly determines the exercise barrier.
  1. Non-transferability:The stock options are not trans- ferable and can only be exercised by the beneficiary.
    Special rules can be applied in the event of death, retirement, occupational disability due to illness or the termination of an affiliated company's affiliation with the Energiekontor Group.

(3) Fulfilment of subscription rights

The company is entitled to fulfil the subscription rights either by issuing shares from the conditional capital created for this purpose or by selling treasury shares. The decision as to which of these fulfilment options, which may also be combined, is chosen in each individual case is made by the Supervisory Board. The Supervisory Board must be guided in its decision solely by the interests of the company.

(4) Capital measures

The strike price and the number of new shares per subscription right will be adjusted in accordance with the conditions of the subscription rights if, during the term of the subscription rights, the company either increases its capital against contributions or establishes conversion or subscription rights outside this stock option plan and grants its shareholders a subscription right in each case. The conditions of the subscription rights may also provide for adjustments in the event of a capital increase from company funds, a capital reduction, a share split or a special dividend. The purpose of the adjustment is to ensure that the strike price and the number of new shares per subscription right are equivalent even after the implementation of such measures and the associated effects on the share price. This does not affect Section 9 (1) of the German Stock Corporation Act (AktG).

(5) Further terms

The details for the granting of subscription rights and the other exercise conditions are determined by the Supervisory Board. These details include, in particular, the selection of individual beneficiaries, the granting of subscription rights to individual beneficiaries, the definition of provisions on the implementation and procedure for granting and exercising subscription rights, and the regulations on the treatment of subscription rights in special cases.

(6) Taxation

All taxes that become due when the subscription rights are exercised or the shares are sold by the beneficiaries are borne by the beneficiaries.

  1. The company's share capital is conditionally increased by up to a total of 100,000.00 euros by issuing up to a total of 100,000 new no-par value bearer shares (Con- ditional Capital 2024/I). The conditional capital increase

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will only be carried out to the extent that the holders of subscription rights granted by the company as part of the stock option programme 2024 exercise their subscription rights and the company does not grant treasury shares in fulfilment of the subscription rights. The new shares participate in profits from the beginning of the financial year in which they are created by exercising the subscription right. The Management Board is authorised, with the approval of the Supervisory Board, to determine the further details of the implementation of the conditional capital increase. Insofar as the Management Board is affected, the Supervisory Board makes the determina- tion. The Supervisory Board is authorised to amend the wording of the articles of incorporation in accordance with the respective utilisation of the conditional capital.

  1. Article 4 (6) of the articles of incorporation is revised as follows:
    "(6) The company's share capital is conditionally in- creased by up to a total of 100,000.00 euros by issuing up to a total of 100,000,00 new no-par value bearer shares (Conditional Capital 2024/I). The conditional cap- ital increase will only be carried out to the extent that the holders of subscription rights granted by the company as part of the stock option programme 2024 exercise their subscription rights and the company does not grant treasury shares in fulfilment of the subscription rights. The new shares participate in profits from the beginning of the financial year in which they are created by exer- cising the subscription right. The Management Board is authorised, with the approval of the Supervisory Board, to determine the further details of the implementation of the conditional capital increase. Insofar as the Manage- ment Board is affected, the Supervisory Board makes the determination. The Supervisory Board is authorised to amend the wording of the articles of incorporation in accordance with the respective utilisation of the condi- tional capital."

Report of the Management Board on agenda item 8:

The company grants the members of the company's Management Board variable remuneration as a long-term incentive. This is intended to encourage the members of the Management Board to take an entrepreneurial approach, bind them to the company in the long term and ensure that their remuneration is in line with the market.

Under item 8 of the agenda, it is proposed that the Supervisory Board of the company be authorised to grant subscription rights (stock options) for a total of up to 100,000 no-par value bearer shares to members of the company's Management Board on one or more occasions up to and including 28 May 2029. Accordingly, Conditional Capital 2024/I is to be created and Article 4 (6) of the articles of incorporation revised.

Conditional Capital 2024/I, in the amount of 100,000.00 euros, corresponds to approximately 0.7 percent of the company's current share capital and serves to enable the company to issue new shares and use them to transfer them to the beneficiaries in the event that the stock options granted to them are exercised.

The new shares will not be issued until stock options have been issued to beneficiaries in accordance with the conditions set out in the resolution of the Annual General Meeting and these beneficiaries exercise their subscription rights after the vesting period has expired, the exercise barrier set out in the authori- sation has been reached and the other conditions set out in the stock option programme 2024 have been fulfilled. Due to the earmarking of Conditional Capital 2024/I, shareholders have no subscription rights to the new shares.

The issue of stock options entitling the holder to subscribe to shares in the company is intended to bind members of the company's Management Board to the company.

Stock options can be issued three times per year between the 11th and 26th trading days on the Frankfurt Stock Exchange following the publication of the consolidated financial statements or the half-year report for a financial year, as well as the ten trading days after the Annual General Meeting.

The issue of shares from Contingent Capital 2024/I will take place at the earliest after the end of the vesting period of four calendar years after the end of the respective issue period and the corresponding exercise declaration. Stock options can only be exercised if the vesting period has expired and the exercise barrier has been reached; otherwise, the stock options expire without compensation.

The subscription rights can only be exercised against payment of the strike price, which equates to 120 percent of the average stock exchange price defined as the mean of the closing auction prices for an Energiekontor share in XETRA trading (or a functionally comparable successor system replacing the ­XETRA system) on five consecutive stock exchange trading days immediately preceding the issue period. This strike price also indirectly determines the exercise barrier.

Exercisable stock options can generally be exercised by the beneficiaries during their term and during exercise periods, after the expiry of the respective vesting period. Exercise periods are the ten trading days on the Frankfurt Stock Exchange following the publication of the consolidated financial statements or the half-year report for a financial year, as well as the ten trading days after the Annual General Meeting. Subscription rights may not be exercised if exercise days fall within a period that begins on the day on which the company publishes an offer to its shareholders to subscribe to new shares or bonds with conversion or subscription rights in the Federal Gazette and ends on the day on which the shares of the company with

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subscription rights are listed "ex subscription right" for the first time. The respective exercise period is extended by a corresponding number of exercise days immediately after the end of the vesting period.

The Management Board and Supervisory Board firmly believe that the proposed authorisation to issue stock options to the beneficiaries is particularly suitable to create a sustainable performance incentive for the beneficiaries and therefore contribute to a sustainable increase in the value of the company in the interests of the company and its shareholders.

9. Resolution on the amendment of Article 18 (2) sentence 2 of the articles of incorporation

Section 123 (4) sentence 2 of the German Stock Corpora- tion Act (AktG) was amended by the German Financing for the Future Act (ZuFinG). For this reason, the provision in Article 18 (2) sentence 2 of the articles of incorporation is to be amended in line with the new version of the law.

The Management Board and Supervisory Board therefore propose to the Annual General Meeting the following resolution:

"Proof of share ownership must refer to the close of business on the 22nd day before the Annual General Meeting and must be received by the company at the address specified for this purpose in the invitation at least six days prior to the Annual General Meeting, not including the day of receipt and the day of the Annual General Meeting."

10. Resolution on the amendment of Article 19 (1) of the articles of incorporation

According to the current provisions of the articles of incor- poration, the Chairman of the Supervisory Board chairs the Annual General Meeting. If the Chairman is unable to chair the Annual General Meeting, the Deputy Chairman chairs the Annual General Meeting. If both are unavailable, the chairman of the meeting is elected by the Annual General Meeting. As the election of the chairman of the meeting takes up unnecessary time, it seems sensible to grant the Chairman of the Supervisory Board the authority to appoint a third party who is not a member of the Supervisory Board as chairman of the meeting.

The Management Board and Supervisory Board therefore propose to the Annual General Meeting the following resolution:

"The Annual General Meeting is generally chaired by the Chairman of the Supervisory Board. If the Chairman is unable to chair the Annual General Meeting, the meeting is chaired by the Deputy Chairman. The Chairman of the Supervisory Board, or the Deputy Chairman, if the Chairman is unable to chair the meeting, is authorised to appoint another member of the Supervisory Board or a third party to chair the meeting."

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Appendix 1 to agenda item 7

Remuneration report 2023

The following remuneration report in accordance with Section 162 of the German Stock Corporation Act (AktG) presents and explains the remuneration of the current and former members of the Management Board and Supervisory Board of Energiekontor AG in the 2023 financial year.

In order to facilitate the categorisation and understanding of the information provided, the main features of the Management Board and Supervisory Board remuneration systems applicable in the 2023 financial year are also presented. Detailed information on the remuneration systems for the members of the Management Board and Supervisory Board of Energiekontor AG is available on the company's website at www.energiekontor.de/ en/investor-relations/remuneration-scheme-and-report.

The remuneration report 2022 was submitted for approval by the Annual General Meeting on 17 May 2023 in accordance with Section 120a (4) of the German Stock Corporation Act (AktG) and approved by 74.99 percent of the share capital represented at the Annual General Meeting.

I. The 2023 remuneration year

Approval of the remuneration system for the members of the Management Board and its application in the 2023 financial year

The current remuneration system for the members of the Management Board of Energiekontor AG was adopted by the Supervisory Board on 25 March 2021 in accordance with Section 87a (1) of the German Stock Corporation Act (AktG) and approved by the Annual General Meeting on 20 May 2021 by a majority of 90.78 percent.

The Management Board remuneration system approved on 20 May 2021 applies to all new Management Board contracts to be concluded or extended on or after 20 May 2021.

The Management Board of Energiekontor AG comprised the following members in the reporting period:

  • Peter Szabo, Chairman of the Management Board
  • Günter Eschen
  • Carsten Schwarz

The Management Board service contracts with Peter Szabo and Günter Eschen were concluded before the remuneration system came into effect and will expire on 30 June 2024 (Günter Eschen) and 31 December 2024 (Peter Szabo). Accordingly, the remuneration of the aforesaid Management Board members in the 2023 financial year is still based on the existing, legacy contracts, which do not yet fully correspond to the remuneration system applicable at the current time.

Carsten Schwarz's Management Board service contract would have expired on 30 June 2023 and was extended in advance until 31 December 2025. In the past financial year, the Supervisory Board made use of the option to temporarily deviate from the remuneration system in accordance with legal requirements for Carsten Schwarz's Management Board service contract to the extent that no benefits are provided for in the event of his regular or premature termination of his position. In particular, the contract does not contain any provisions with regard to a severance payment or a severance payment cap (both analogous to "legacy contracts").

The remuneration under legacy contracts and any resulting deviations from the remuneration system are presented and explained below.

Confirmation of the remuneration of the Supervisory Board and application of the remuneration system in the 2023 financial year

The Annual General Meeting on 20 May 2021 confirmed the provisions concerning Supervisory Board remuneration contained in Article 15 of the articles of incorporation by a majority of 98.80 percent and approved the underlying remuneration system for Supervisory Board members.

The remuneration system for the Supervisory Board, which is unchanged from previous years, will be applied for the 2023 financial year as set out in Article 15 of the company's articles of incorporation.

  1. Remuneration of the Management Board in the 2023 financial year

1. Overview of the remuneration system for the

Management Board

The remuneration system for the Management Board complies with the requirements of Section 87a of the German Stock Corporation Act (AktG) and the recommendations of the German Corporate Governance Code in the version dated 28 April 2022 (GCGC), insofar as no deviations from these recommendations are declared in the respective declaration of conformity of Energiekontor AG in accordance with Section 161 of the German Stock Corporation Act (AktG).

The remuneration system for the members of the Management Board of Energiekontor AG is geared towards sustainable, long-term corporate development and increasing the value of the company for the benefit of all shareholders. The system applies strategic and operational performance criteria to in­ centivise value creation and long-term development of the company in line with the strategy. The strategic and operational performance criteria are designed in harmony with the

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corporate strategy and are to be integrated into Management Board members' variable remuneration. The remuneration system therefore contributes to the furthering of the company's strategy and the sustainable and long-term development of the company. If the legal requirements are met, the remuneration of the members of the Management Board can be supplemented by issuing stock options from a stock option programme, thereby linking remuneration to the company's share price, which is geared towards ensuring that the interests of the management and the shareholders remain consistent.

The aim of the remuneration system is to remunerate the members of the Management Board appropriately and in line with their duties and responsibilities and in consideration of their

Overview of the components of the remuneration system

REMUNERATION COMPONENT

performance, with the variable performance-related remuneration components reflecting the performance of each specific Management Board member.

The remuneration system for the members of the Management Board of Energiekontor AG consists of fixed and variable com- ponents, the sum of which forms the total remuneration of a Management Board member.

The following table shows the components of the remuneration system and how they are structured. The components and their specific application in the 2023 financial year are explained in detail, along with any deviations under legacy contracts.

Fixed remuneration

Fixed annual salary

Fringe benefits

The fixed annual salary is paid in twelve equal instalments at the end of each calendar month.

Benefits in kind and non-cash benefits that vary depending on the Management Board member and include the provision of a company car for business and private use; insurance cover in various areas, particularly accident insurance, legal expenses and criminal defence insurance, occupational disability insurance and directors' and officers' liability insurance (D&O insurance); contributions to health and long-term care insurance; and the payment of premiums for life insurance and supplementary pension insurance or contributions to the personal pension plan.

Variable remuneration

Profit-sharing

Annual, performance-related remuneration with an assessment period of one financial year.

Performance criteria:

- Individual operational and strategic criteria or targets that are the direct responsibility of the

respective Management Board member

- Both financial and non-financial performance criteria possible

- Catalogue of performance criteria by department:

- Own portfolio, project development, project sales, financing products, innovation and efficiency,

technical optimisation, project financing, operational management, competition, dividend

distribution­

and share price performance

Measurement parameters for the performance criteria (not exhaustive):

- Gross margin, own-park distributions, operating income, capital raised via financing products.

- Realisation of a project

- Achievement of milestones

Stock options

Stock options from the 2018 stock option programme:

- Stock options on up to 400,000 Energiekontor AG shares

- Granted at the discretion of the Supervisory Board

- Strike price: 120 percent of the average market price at the time of issue (= performance target)

- Vesting period of four years from the stock options being issued

- No holding period after the shares have been issued

Other remuneration provisions

Maximum remuneration

Limitation of the total remuneration granted to the entire Management Board for a single financial year

in accordance with Section 87a (1) sentence 2 no. 1 of the German Stock Corporation Act (AktG):

- € 2.5m (excluding stock options)

- € 4.5m (including stock options)

Severance payment cap

If a severance payment is made in the event of premature termination of the Management Board contract,

the payment is limited to the remuneration for the remaining term of the Management Board contract, up

to a maximum of two years' remuneration.

Any payment from a post-contractualnon-competition clause may be offset against the severance payment.

Penalty or clawback regulation

The remuneration system does not contain any provisions regarding a reduction in variable remuneration

("penalty") or the possibility of reclaiming variable remuneration components that have already been paid

out ("clawback").

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2. Fixed remuneration

Fixed remuneration consists of the fixed annual salary and fringe benefits. It is not performance-related and ensures an appropriate basic income for the members of the Management Board, thereby avoiding the taking of unreasonable risks for the company.

Fixed annual salary

The fixed annual salary is paid in twelve equal instalments at the end of each calendar month. It is generally fixed for the entire term of the contract. In deviation from this, the existing, legacy contract of Management Board member Günter Eschen includes a clause whereby the annual salary increases during the term of the contract if certain conditions are met.

Fringe benefits

The members of the Management Board are also granted contractual fringe benefits under the remuneration system, which can vary individually in terms of amount and scope, taking into account the respective contractual situation.

The contractually agreed fringe benefits in the 2023 financial year included the provision of a company car for business and private use for all members of the Management Board, as well as insurance cover as part of accident insurance, legal expenses and criminal defence insurance and directors' and officers' liability insurance (D&O insurance). In addition, contributions to health, long-term care, occupational disability, life and/or supplementary pension insurance were paid - as agreed on an individual basis - as well as allowances for payments into the personal pension plan.

3. Variable remuneration

Alongside the basic remuneration and the contractual fringe benefits, the remuneration system for the members of the ­Management Board provides for annual performance-related remuneration, which is paid out in cash ("profit-sharing"). In addition, variable remuneration may be granted in the form of stock options if the legal requirements are met.

Profit-sharing

Provisions of the remuneration system

The annual profit-sharing bonus depends on performance criteria and certain parameters associated with the performance criteria or the achievement of certain targets set for the performance criteria.

The assessment period is generally one financial year in each case, with the majority of the performance criteria being geared towards the long-term development of the company thanks to the long-term effect of the behavioural incentives. The relevant performance criteria for a financial year, the measurement parameters and the specific targets are generally determined at

the beginning of the relevant financial year in a corresponding target agreement, unless these components have already been determined in the employment contract, in which case the relevant criteria and objectives are confirmed in the target agreement together with a reference to the relevant provision in the contract.

The performance criteria are mostly individual operational and strategic criteria or targets that are the direct responsibility of the respective Management Board member. Criteria can be of both a financial and non-financial nature. The catalogue of performance criteria includes, depending on the department: own portfolio, project development, project sales, financing prod- ucts, innovation and efficiency, technical optimisation, project financing, operational management, competition, dividend distribution and share price performance.

Examples of the performance criteria (parameters) that can be used as measurement parameters are as follows: gross margin, distributions from own parks, operating income or capital raised via financing products. The realisation of a project or the achievement of milestones can also be defined as specific objectives. When defining and selecting the individual targets and parameters, the Supervisory Board ensures that they are objectively measurable - for instance on the basis of the accounting system, internal analyses or objectively achieved results - and are suitable as an indicator of the long-term development of the company. In addition, the performance criteria and targets must be determined in such a way that the proportion of the targeted remuneration attributable to the achievement of long-term targets is greater than the proportion from short-term targets. It is not possible to make subsequent changes to targets or parameters. Depending on the performance criteria and the associated parameters, the amount of the profit-sharing bonus can be calculated as a predetermined absolute amount upon target achievement, in the form of a proportion (e.g. percentage) of the respective parameters or as a formula based on one or more parameters. Maximum limits can be set for individual performance criteria or the performance -relatedprofit-sharing system for a Management Board member.

Application in the 2023 financial year

Profit-sharing is agreed in accordance with the above regulations in the legacy contracts of the members of the Management Board or corresponding target agreements. Certain upper limits apply to the total of all profit-sharing bonuses paid out in a financial year.

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Energiekontor AG published this content on 18 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2024 06:58:20 UTC.