Ströer : Remuneration Report of Ströer SE & Co. KGaA for 2022

REMUNERATION REPORT

OF STRÖER SE & CO. KGAA FOR 2022

REMUNERATION REPORT OF STRÖER SE & CO. KGAA FOR 2022

Ströer SE & Co. KGaA (the 'Company') is a German publicly listed partnership limited by shares. It does not itself have a Board of Management. The general partner is Ströer Management SE, an entity that is not listed on a stock exchange. The Board of Management of Ströer Management SE conducts the business of this entity and thereby indirectly also that of Ströer SE & Co. KGaA.

The Company's remuneration report pursuant to section 162 of the German Stock Corporation Act (AktG) is presented below. It describes the remuneration granted and owed individually to the current and former members of the Board of Management and the Supervisory Board of the general partner (Ströer Management SE) and the Supervisory Board of Ströer SE & Co. KGaA in 2022. This report has been prepared jointly by the general partner and the Supervisory Board of Ströer SE & Co. KGaA in line

On behalf of the Supervisory BoardChristoph Vilanek Chairmanof the Supervisory Board of Ströer SE & Co. KGaA

On behalf of the general partnerUdo Müller Co-CEO of Ströer Management SE

with the AktG requirements. With the aim of transparency, it includes all necessary and recommended disclosures on the structure and amount of the remuneration of the Board of Management and Supervisory Board. The remuneration report is reviewed by the auditor in accordance with section 162 AktG and will be submitted for approval by the annual shareholder meeting on July 5, 2023. The remuneration report for 2021 was submitted to the annual shareholder meeting on June 22, 2022 in accordance with section 162 AktG. It was approved by the meeting in accordance with section 120a AktG.

This report, including the enclosed assurance report by the auditor, is also published on the website of Ströer SE & Co. KGaAhttps://ir.stroeer.com/investor-relations/financial-reports/

Cologne, March 23, 2023

Christian Schmalzl Co-CEO of Ströer Management SE

Henning Gieseke CFO of Ströer Management SE

Review of 2022 focusing on remuneration of the Board of Management

After three years of COVID-19, 2022 brought fresh chal- lenges for Ströer and the global economy when Russia launched its war of aggression on Ukraine. Rocketing energy and raw material prices, supply chain difficulties, and in particular rising rates of inflation - which were far higher than the target ranges set by leading central banks - had the most tangible adverse impacts on the macroeconomic environment. They served to highlight the importance of a robust, flexible, and crisis-resistant strategy for meeting such challenges. Having proved their worth during the pandemic, our 'OOH plus' strategy and focus on Germany have allowed us to meet the challenges of the new economic situation and we have consolidated our position as the no. 1 in digital out-of-home advertis- ing (DOOH), the no. 1 in local out-of-home advertising, and the no. 1 in the out-of-home advertising market as a whole. This positioning enabled us to limit the negative effects on our core OOH business of the overall downturn in the advertising market over the course of the year, with OOH business outperforming other types of advertising.

Strategy and remuneration of the Board of Management

We are one of the leading media enterprises in Germany and marry the pursuit of customer satisfaction with long- established sustainable and environmentally friendly business practices. Two key components of our 2030 sustainability strategy, efficiency and innovation, have always been part of our business model. The sustainability strategy combines our business strategy with environmental awareness and climate change mitigation, community-based approaches, and corporate governance aspects.

As our sustainability-oriented mindset can best be embed- ded in a meaningful way by making it a long-term pillar of corporate strategy with a direct link to the core business, these aspects must also be reflected in the remuneration of the Board of Management. Through approaches such as appropriate incentives for increasing earnings and revenue, the current remuneration system already encourages the Board of Management to implement the corporate strat- egy and generate lasting business growth. To maximize value added, the one-year variable remuneration is heavily

focused, for example, on generating cash, whereas the multi-year variable remuneration reflects an emphasis on consolidating and enhancing our infrastructure and market position over the long term. The new remuneration system introduces environmental, social, and corporate govern- ance (ESG) targets, encompassing further key aspects of sustainability and stakeholder interests.

Board of Management remuneration: overview and key changes

The remuneration system for the Board of Management satisfies AktG requirements and is based on the recom- mendations set out in the German Corporate Governance Code. It is a major factor in helping to promote corporate strategy and the long-term growth of the Company.

remuneration (short-term incentive, STI) and multi-year variable remuneration (long-term incentive, LTI). This proven pay-for-performance model is generally retained in the new, revised remuneration system. The system adjustments decided by the Supervisory Board of the general partner mainly relate to the structure of the variable remuneration components and satisfy the rele- vant requirements for the latest generation of remuner- ation systems:

• • Clear focus on corporate strategy

• • Simple, straightforward, and transparent approach

• • Significant reference to capital markets

• • Standard yet competitive system

• • Satisfaction of regulatory requirements

In response to global trends and new regulations, the Supervisory Board of the general partner decided in 2021 to revise the remuneration system for the members of the Board of Management, so that there will now be an even stronger connection with sustainability and corpo- rate strategy and a greater focus on the long term.

The previous remuneration system, which still applied to all members of the Board of Management in 2022, consisted of a basic salary, fringe benefits, and variable remuneration, the latter comprising one-year variable

Ströer SE & Co. KGaA is aiming to ensure that the busi- ness has an even greater focus on sustainability, social responsibility, and corporate governance going forward. Environmentally friendly practices and long-term profit- able growth are equally of the utmost importance. The new remuneration system for the members of the Board of Management, particularly the structure of the variable remuneration components and the selection of perfor- mance targets, is a key factor in support of these strategic objectives.

Overview of the main changes to the remuneration system

2022 structure

Future structure

Variable

Fixed

Stock options

Performance cash planShort-term incentive

Option plan discontinued

Cash-based plan switched to a share-based plan

Performance (phantom)

share plan

elbairaVESG performance criteria added

Short-term incentiveFringe benefitsBasic salaryFringe benefitsBasic salary

dexiF

The new system will be used for new and extended employment contracts from now on. The current members of the Board of Management have grandfather rights and

were thus still remunerated using the previous system in 2022.

The table below details the remuneration system used in 2022:

Board of Management remuneration system in 2022

Remuneration component

Fixed remuneration components

2022 structure

Basic salary

Fixed annual salary paid in twelve equal amounts at month-end

Fringe benefits

Variable remuneration components

Short-term incentiveLong-term incentive

Other benefits

Certain customary benefits, e.g. company carsPlan type: Annual target bonus

Performance criteria: Cash flows from operating activities (100%)

Cap: 150% or 200% of the target amount Payment: In cash in the month following approval of the consolidated financial statements for the financial year in question

Plan type: Performance cash plan Performance criteria: - ROCE (50% pro rata)

- Organic revenue growth (50% pro rata)

Cap: Varies according to member of the Board of Man-agement (150%/200%/300% of the target amount) Measurement period: Three years forward-looking Payment: In cash in the month following approval of the consolidated financial statements for the final year of the performance period

Plan type: Stock options Performance criteria: - Operating EBITDA - Share price

Cap: 300% of potential profit

Measurement period: Four-year holding period, four-year exercise period

Payment: In cash or shares

Non-compete clause, related compensationMembers of the Board of Management are not permitted to involve themselves in any competing activities for a period of two years after their employ-ment contracts come to an end. For the period of this prohibition, they are paid compensation equating to half of the benefits last received under their respective contracts.

Change of controlMalus/clawback provisions

Maximum remuneration

No commitments have been entered into to pay ben-efits to a member of the Board of Management who prematurely terminates his or her employment contract as a consequence of a change of control.

No change to the system

No change to the systemPlan type: Annual target bonusPerformance criteria: - Cash flows from operating activities (100%)

- ESG targets (multiplier: 0.8-1.2)

Cap: 240% of the target amount

Payment: In cash in the month following approval of the con-solidated financial statements for the financial year in questionPlan type: Performance phan-tom share plan

Performance criteria:

• - ROCE (50% pro rata)

• - Organic revenue growth (50% pro rata)

• - Inclusion of share price performance

Cap: 300% of the target amount

Measurement period: Four years forward-looking Payment: In cash in the month following approval of the consolidated financial state-ments for the final year of the performance period

No change to the systemNo change to the systemThere are no malus/clawback provisions.

Future structure

Ensures an appropriate basic income based on the roles and responsi-bilities of the relevant member of the Board of Management.

Malus/clawback provisions introduced

Absolute maximum amount

Maximum remuneration that can be granted for 2022:Amount that can be received:Udo Müller: EUR 5,867,000

Christian Schmalzl: EUR 4,860,000

Christian Baier: EUR 821,5001

Henning Gieseke: EUR 5,305,6001

Co-CEOs: EUR 7,000,000 Ordinary members of the Board of Management: EUR 3,000,000

Objective

Promotes the stra-tegic objective of profitable growth and now also the importance of the environmental, social, and corporate gov-ernance factors.

Promotes the stra-tegic objective of competitive growth and ensures that the incentives have a long-term impact on conduct. Going forward, the new structure will have an even stronger refer-ence to the capital markets and take even greater account of the long-term interests of investors.

1 Mr. Gieseke was the only member of the Board of Management to be allocated stock options in 2022 (20,000 options), which means that the relationship between the maximum remunera-tion of the Co-CEOs and that of the ordinary members of the Board of Management differed significantly in 2022 from that which would normally be the case.

Adoption of a resolution to approve the remuneration system for the members of the Board of Management

The new remuneration system was submitted to the annual shareholder meeting on September 3, 2021 in accordance with section 120a (1) AktG and approved by a majority of 87.5%.

Changes to the composition of the Board of Management

The contract of Christian Baier, member of the Board of Management, ended on July 31, 2022. As a result, the number of members of the Board of Management de- creased from four to three in 2022.

Basic principles for setting remuneration

Specifying target remuneration

The Supervisory Board of the general partner specified the amount of target remuneration for the individual members of the Board of Management based on the previous remu- neration system. The following principles were taken into account when specifying the target remuneration. The total target remuneration had to be commensurate with the responsibilities and activities of the member of the Board of Management concerned and also take account of the position, market environment, and performance of the Company. Particular care was taken to ensure that the amount of remuneration was in all cases both appropriate and typical for the market. The absolute target amounts were determined on the basis of the differing demands placed on each Board of Management function, which meant that the target remuneration varied between the individual Board of Management members.

The remuneration of the Board of Management comprises fixed and variable components. Variable remuneration is linked to the attainment of previously defined targets. If these targets are surpassed, the remuneration may rise up to a predetermined cap. Within variable remuneration, the long-term component accounts for a greater proportion than the short-term component.

The following tables show the contractual target remu- neration for the members of the Board of Management, together with the remuneration structure as a percentage of the total remuneration for 2022.

As Christian Baier stepped down from the Board of Management with effect from July 31, 2022, his remuneration is reported on a pro rata basis.

Target remuneration in 2022 for the individual members of the Board of Management and percentage breakdown

EUR k

EUR k	2022	2022 (%)
Basic salary	1,420	44.1
Fringe benefits	47	1.5
Pension payment	0	0.0
Total fixed remuneration	1,467	45.6
2022 one-year variable remuneration	850	26.4
Multi-year variable remuneration
LTI 1 (2022-2024 revenue growth)	450	14.0
LTI 2 (2022-2024 EBIT/ ROCE)	450	14.0
Total variable remuneration	1,750	54.4
Other (e.g. severance payment)	0	0.0
Service cost for occupational pension plan	0	0.0
Total remuneration	3,217	100.0

EUR k

EUR k	2022	2022 (%)
Basic salary	1,300	48.0
Fringe benefits	10	0.4
Pension payment	0	0.0
Total fixed remuneration	1,310	48.3
2022 one-year variable remuneration	650	24.0
Multi-year variable remuneration
LTI 1 (2022-2024 revenue growth)	375	13.8
LTI 2 (2022-2024 EBIT/ ROCE)	375	13.8
Total variable remuneration	1,400	51.7
Other (e.g. severance payment)	0	0.0
Service cost for occupational pension plan	0	0.0
Total remuneration	2,710	100.0

Udo Müller

(Co-CEO),

member of the Board of Management since 2002

Christian Schmalzl

Co-CEO, member of the Board of Management since 2012