GFT Technologies : Remuneration report 2023 of GFT Technologies SE

Remuneration

Report 2023 of

GFT Technologies SE

In accordance with section 22 (6) SE-Implementation Act (SEAG) in conjunction with section 162 German Stock Corporation Act (AktG), the Remuneration Report clearly and comprehensibly presents and explains the remuneration awarded and due to the individual members of the Administrative Board and the Managing Directors of GFT Technologies SE in the financial year 2023.

GFT Technologies SE has a one-tier management and control structure. This system is characterised by the fact that a single governance body, the Administrative Board, is responsible for the management of the company. The Administrative Board manages the company, determines the basic policies of its activity and supervises their implementation by the Managing Directors.

The Managing Directors conduct the business of the company and represent the company in and out of court. They are bound by instructions of the Administrative Board. GFT Technologies SE transfers

the disclosure obligations of section 162 (1) AktG for members of the executive board and the supervisory board to the Managing Directors and the Administrative Board, and those for the executive board pursuant to section 162 (2) AktG to its Managing Directors.

Detailed information on the remuneration systems for the Administrative Board and the Managing Directors of GFT Technologies SE is available on the corporate website at www.gft.de/governance.

In this report, the masculine form is used when referring to persons. It includes persons of all genders.

Due to rounding, it is possible that individual figures in this report do not add up exactly to the totals stated and that percentages shown do not reflect exactly the absolute figures to which they relate.

01.

Vote to approve the Remuneration Report for the financial year 2022 at the Annual General Meeting 2023

In accordance with the statutory requirements, the Remuneration Report 2022 prepared on the basis of the provisions of section 162 AktG was audited by the auditor Deloitte GmbH Wirtschaftsprüfungs­ gesellschaft (Deloitte) to determine whether the disclosures pursuant to section 162 (1) and (2) AktG had been made. The Remuneration Report was submitted to the Annual

General Meeting on 22 June 2023 for approval. The Annual General Meeting approved the submitted Remuneration Report with a majority of 73.74%, so that no adjustment to the format of remuneration reporting was required.

The Auditor's Report on the audit conducted by Deloitte was attached to the Remuneration Report 2022. The Remuneration Report and Auditor's Report are available on the corporate website at www.gft.de/governance.

02.

New remuneration system for the Administrative Board

On 28 April 2023, the Administrative Board of GFT Technologies SE adopted a new remuneration system for the Administrative Board. This was preceded by a review of the structure and level of remuneration for members of the Administrative Board. In addition to an examination of the respective tasks and responsibilities, the standard market level was also considered on the basis of a horizontal remuneration comparison. In view of the expansion of the responsibilities and tasks of the Audit Committee members - called for by the legislator and in particular by the Government Commission on the German Corporate Governance Code - and the resulting significant increase in the time commitment, the Administrative Board came to the conclusion that remuneration for members of the Audit Committee

should be increased appropriately. With retroactive effect from 1 January 2023, the Chairman of the Audit Committee receives €8,000.00 for each meeting he attends (until 31 December 2022: €3,000.00), and each other member receives €4,000.00 (until 31 December 2022: €2,000.00). Otherwise, the content of the remuneration system for the Administrative Board remains unchanged.

The Annual General Meeting approved the new remuneration system on 22 June 2023 with a majority of 99.96%.

The content of the new remuneration system is presented in the section 'Remuneration for members of the Administrative Board'. In addition, the remuneration system is published on the corporate website at www.gft.de/governance.

01.

Determination of remuneration

On 10 June 2021, the Annual General Meeting of GFT Technologies SE approved the proposed remuneration system for the Managing Directors.

The determination of the specific remuneration of the Managing Directors corresponds to the remuneration system approved by the Annual General Meeting on 10 June 2021. The service agreement with the Chairwoman of the Managing Directors, Marika Lulay, deviates from the remuneration system in the points mentioned

in section II. 2. a).

Before concluding the service agreements, the Administrative Board reviewed the remuneration of the Managing Directors to ensure that it was appropriate and in line with market practice. In accordance with the remuneration system, it assessed the remuneration in comparison to

listed companies that have a comparable market position (in particular sector, size, country) and complexity (horizontal remuneration comparison).

During the review, the Administrative Board also assessed how remuneration for the Managing Directors had developed in relation to remuneration for the most senior executives and the workforce of the GFT Group. The most senior executives are the contract group 'Executive Directors'. The workforce of the GFT Group consists of all permanent employees of the GFT Group. In addition to a status quo consideration, the vertical comparison also took into account the development of remuneration ratios over time.

The review of the remuneration for the Managing Directors for the financial year 2023 revealed that the remuneration of the Managing Directors resulting from target achievement is appropriate.

02.

The remuneration system and its implementation in the financial year 2023

a. Deviation from the remuneration system in the case of the Chairwoman of the Managing Directors

The service agreement with Marika Lulay concluded in 2019, i.e. before the Act Implementing the Second Shareholders' Rights Directive (ARUG II) came into force, deviates from the remuneration

system approved by the Annual General Meeting on 10 June 2021 in the following respects: no maximum remuneration is set and no sustainability target is included in the short-term variable remuneration components as stipulated by the remuneration system. In addition, the payment date of the long-term variable remuneration component in the event of departure due to a revocation of her appointment as Managing Director by the company is set out differently.

b. Remuneration components

Directors' remuneration are the monthly salary payments and the fringe benefits. The variable components include short-term and long-term remuneration components.

The following overview presents the remuneration components included in the remuneration system.

Fixed remuneration

Annual fixed salary

Fringe benefits

• Annual fixed salary
• Paid in twelve monthly instalments

In particular:

• Non-cashadvantage of company car also available for private use
• Premiums for accident insurance
• Contributions to pension and health/long-term care insurance
• Poss. cost of maintaining a second household

Variable remuneration

Other benefits

Short-term incentive (STI)

Long-term incentive (LTI)

Benefits to newly appointed Managing Directors

Benefits in the event of extraordinary developments

• Performance criteria:

� � Revenue growth

• • (currently 40%), STI 1

  • Operating margin
    (currently 50%), STI 2
  • Sustainability target
    (currently 10%), STI 3
• Performance criteria and weighting correspond to those of STI in first year of the respective performance period
• During the three-year vesting period: GFT share performance

• In particular consideration of company's long-term development and long-term and consistently successful management

• Payout of 1/2 to 2/3 after expiry of the respective financial year
• Conversion of 1/3 to 1/2 into long-term variable remuneration (LTI)
• Virtual share plan
• Payment after expiry of a three-year vesting period following the one-year performance period of the STI
• Poss. payments to offset forfeiting of variable remuneration or other financial disadvantages
• Poss. benefits in connection with a change of location
• Poss. discretionary bonus

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c. Fixed remuneration

Fixed remuneration consists of the annual fixed salary and fringe benefits. The annual fixed salary is paid in monthly instalments. Fringe benefits may vary according to person and event. They comprise the non-cash advantage of a company car which is also available for private use, premiums for an appropriate accident insurance policy, and contributions to pension and health/long-term care insurance to the usual extent.

The annual fixed salary amounts to €450,000 for the Chairwoman of the Managing Directors (CEO), €380,000 for the Managing Director responsible for finance (CFO) and €350,000 for the Managing Director responsible for the region Central and West Europe.

d. Variable remuneration

Variable remuneration for a financial year (grant financial year) consists of three components with a one-year assessment basis (the short-term incentives STI 1, STI 2 and STI 3) and a component which is derived - in part - from this total with a three-year vesting period (long-term incentive/LTI).

Short-term incentive (STI)

Short-term variable remuneration is based on the degree to which the following targets are achieved:

• Growth
• Profit
• Sustainability

Growth target (STI 1)

The growth target describes the targeted percentage increase in revenue compared to the previous financial year. Either the revenue of the GFT Group or the revenue of a subunit is agreed with each Managing Director as the basis for assessment. Depending on the degree to which the target is achieved, the resulting amount lies between zero and a defined maximum amount.

This variable component thus rewards revenue growth from one financial year to the next. It serves the target of expanding the global market position of the GFT Group as a leading technology partner for banks, insurance companies and industrial enterprises.

The current service agreements with all Managing Directors stipulate that the revenue of the entire GFT Group serves as the basis for assessment.

Profit target (STI 2)

The profit target describes the targeted ratio of EBT (earnings before taxes) to revenue. EBT and revenue of either the GFT Group or a subunit is agreed upon with each Managing Director as the basis of assessment. Depending on the degree to which the target is achieved, the resulting amount lies between zero and a defined maximum amount.

This variable component ensures that not only revenue growth, but also the operating margin is incentivised. It serves the target of achieving profitable growth.

The current service agreements with all Managing Directors stipulate that revenue and EBT of the entire GFT Group serve as the basis for assessment.

Sustainability target (STI 3)

The Administrative Board sets one or more social or ecological targets for each financial year. De-pending on the degree to which the target is achieved, the resulting amount lies between zero and a defined maximum amount.

This variable component incentivises the achievement of company-specific sustainability targets. The Administrative Board selects one or more of the following sustainability targets: staff training and development, promotion of external IT talent, energy savings, promotion of workforce and/ or management diversity within the GFT Group, as well as employee and/or client satisfaction. The Administrative Board is entitled, at its own

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discretion, to select other sustainability targets instead of one or more of the aforementioned sustainability targets, provided that non-financial performance indicators are specified for these in the combined management report and the Administrative Board is convinced that these sustainability targets are equally suitable for promoting the long-term development of the company and incentivising the Managing Directors accordingly.

The variable component ensures that not only the shareholders' interest in profitable growth is incentivised, but that the interests of other stakeholders are also taken into account.

For the financial year 2023, a sustainability target was agreed with two Managing Directors. No sustainability target has been agreed with the Chairwoman of the Managing Directors, as the corresponding service agreement was concluded in 2019, i.e. before the Act Implementing the Second Shareholders' Rights Directive (ARUG II) came into force.

Calculation of the short-term incentive, payout or partial conversion into the long-term incentive

The amounts resulting from the degree of achievement of the growth, profit and sustainability targets are added together on expiry of the respective grant financial year.

Of the resulting total annual STI amount, two-thirds is paid to the Managing Directors at the end of the calendar month following the calendar month in which the consolidated financial statements for the grant financial year are approved by the Administrative Board, in accordance with the rules set out in advance in the current service agreements (STI payout amount).

The remaining amount (one third of the STI) is retained by the company and converted into long- term variable remuneration (LTI) for the relevant financial year (conversion amount).

Long-term incentive (LTI)

Every year, the Managing Directors are allocated a number of virtual shares for the conversion amount (granted virtual shares). The virtual shares are a purely calculated figure. The number of virtual shares in one tranche is determined by dividing the conversion amount by the average price of the GFT share weighted according to trading volume on all trading days of the grant financial year in the XETRA trading system of Deutsche Börse AG in Frankfurt (or any trading system replacing it).

The virtual shares granted are to be held by the Managing Directors for a period of three financial years (vesting period). The vesting period starts retroactively on 1 January of the financial year following the grant financial year and ends on

31 December of the third year following the grant financial year (final financial year). After expiry of the vesting period, the virtual shares granted are converted back into a cash payout amount (LTI payout amount). For this purpose, the number of virtual shares granted is multiplied by the weighted average price of the GFT share on all trading days of the final financial year in the XETRA trading system of Deutsche Börse AG in Frankfurt (or any trading system replacing it). The resulting amount is paid out to the Managing Director - subject to any reduction in the event of extraordinary developments (see section II. 2. j)).

The LTI is aimed at rewarding growth that is suited to raising enterprise value and thus increasing the GFT share price over the long term.

Term LTI

LTI 2020

LTI 2021

LTI 2022

Grant financial

year

LTI 2020

(Term: 1 January 2020 to 31 December 2023;

vesting period: 1 January 2021 to 31 December 2023) Final financial year

e. Relative shares of fixed remuneration, short-term and long-term variable remuneration components in the target total remuneration according to the remuneration system

The following chart shows the relative shares of fixed remuneration and short- and long-term

variable remuneration components in the total target remuneration as defined in the remuneration system. The target total remuneration is the sum of all remuneration amounts for the respective financial year in the case of 100% target achievement.

Fixed remuneration

(30-40 %)

Annual fixed salary

Fringe benefits

Variable remuneration

(60-70 %)

Total of STI 1 to STI 3

Specifically, it is agreed with all Managing Directors that two thirds of the total amount of the STI will be

paid out annually and one third will be converted into the LTI (see section II. 2. d)).

1. Target total remuneration
   The Administrative Board has set the specific remuneration for the Managing Directors in compliance with the requirements of sections 87 and 87a AktG and in accordance with the remuneration system approved by the Annual
   General Meeting. In doing so, it ensured that the individual remuneration components and the target total remuneration (total remuneration on 100% target achievement) are appropriate for the tasks, requirements and performance of the Managing Director, the economic situation and the success and future prospects of the GFT Group, and do not exceed customary remuneration without special reasons.

The following table shows the individual target remuneration for each Managing Director and the relative shares of the individual remuneration elements in the target total remuneration (TTR) for the financial year 2023. No target total remuneration was defined in the service agreement concluded with Marika Lulay in the financial year 2019, as no target was defined for long-term variable remuneration.

To aid comparison, the table also contains the proportions that would apply to Marika Lulay if the same target definition for the LTI had also been agreed with her as with the other Managing Directors.

Of the total annual amount of the STI, one third is retained by the company and converted into long- term variable remuneration (LTI) for the respective financial year (conversion amount). Each Managing Director receives a number of virtual shares for the conversion amount.

Based on the total STI stated above, the Managing Directors were allocated virtual shares for the financial year 2023 as shown in the table below.

Number of virtual shares

LTI 2021

(2021 to 2024)

LTI 2022

(2022 to 2025)

LTI 2023

(2023 to 2026)

Marika Lulay

17,992

14,961

11,557

Dr. Jochen Ruetz

10,639

8,626

7,468

Jens-Thorsten Rauer

10,639

8,626

7,467

h. Target achievement with regard to long-term variable remuneration 2020 (payout early 2024)

The virtual shares listed in the table below were granted to the Managing Directors for the financial year 2020.

These virtual shares were held by the Managing Directors for a period of three financial years. This vesting period began retroactively on 1 January 2021 and ended on 31 December 2023, after which the virtual shares granted were converted back into the LTI payout amounts. To this end, the number of virtual shares granted is multiplied by the average share price of the GFT share weighted according to trading

volume on all trading days in 2023 in the XETRA trading system of Deutsche Börse AG in Frankfurt. This share price was around €30.29.

This resulted in the following payout amounts for the LTI 2020:

i. Maximum remuneration

The Administrative Board has set a maximum remuneration amount - including all remuneration components - for two of the three Managing Directors. The service agreement concluded with Marika Lulay in the financial year 2019 does not include a maximum remuneration amount, as - apart from all other remuneration components - the performance of the virtual shares (LTI) is not limited.

The maximum remuneration amount is the upper limit of total remuneration (annual fixed salary, fringe benefits, payment of STI, LTI and, if applicable, other benefits to newly appointed Managing Directors or a discretionary bonus) of a Managing Director for a financial year which may not be exceeded.

Any amount exceeding maximum remuneration is capped when the LTI payable for the relevant financial year is paid out three years later.