Fabasoft : Remuneration Policy Managing Board and Supervisory Board 2024

Remuneration Policy

for the remuneration of members of the Managing Board and the Supervisory Board

of

Fabasoft AG

("Fabasoft")

Principles of the remuneration policy

In accordance with Section 78b of the Austrian Stock Corporation Act (AktG), the remuneration policy must be put to a vote at the Annual General Meeting at least every fourth fiscal year and whenever a material change is made, whereby the vote is of a recommendatory nature and a resolution cannot be contested. The remuneration policy was put to the vote for the first time at the Annual General Meeting on 29 June 2020 and applied after the resolution was passed. At the Annual General Meeting on 3 July 2023, the remuneration policy was again submitted for resolution in accordance with Section 78b AktG and applied after the resolution was adopted.

The principles of remuneration ("Remuneration Policy") for the members of the Managing Board and the Supervisory Board of Fabasoft described in more detail below were therefore established by resolution of the Supervisory Board on 28 May 2024 and are to be applied after submission to the Annual General Meeting of Fabasoft.

1. Remuneration policy of the Managing Board

1.1 Objective

Pursuant to Section 78a AktG, the Supervisory Board shall establish principles for the remuneration of the members of the Managing Board (remuneration policy) that promote the business strategy and long-term development of the Company and explain how they do so.

The objective of the remuneration policy is therefore to promote the long-term and sustainable development of the company and implement the corporate strategy by creating behavioral incentives. The remuneration of the Managing Board is based on market conditions. Appropriate account is taken of the situation of the Company.

1.2 Principles of the remuneration system

The compensation of the members of the Managing Board includes both fixed and variable components.

The fixed (non-performance-related) compensation of the Managing Board considers the responsibility, scope of duties and complexity of the respective Managing Board mandate. The fixed compensation comprises the basic salary as well as benefits in kind and fringe benefits.

In addition to the fixed compensation, each member of the Managing Board may also receive variable (performance-related) remuneration. The variable remuneration of the Managing Board is determined on the basis of the catalog of targets defined in advance by the Managing Board and the Supervisory Board for each fiscal year and the implementation of these targets.

When setting this annual catalog of targets for the Managing Board, long-term positive corporate development is considered as a whole. Incentives are to be created for particularly ambitious targets, considering not only financial (such as Group revenue and Group EBIT) but also non-financial performance criteria (such as climate protection, environmental balance, conditions in the working environment).

1.2.1 Fixed remuneration

The fixed remuneration of the Managing Board consists of the basic salary, benefits in kind and fringe benefits:

1. Basic salary:

When determining the basic salary for the Managing Board, Fabasoft's main orientation is to be an attractive employer for extraordinary (talented and performance-oriented) executives. As is customary in Austria, the base salary is paid 14 times a year.

1. Non-CashBenefits/Fringe Benefits:

All Managing Board members receive a company car which can also be used privately. The members of the Managing Board are covered by insurance at standard market rates, for example in the form of accident or D&O insurance.

1. Variable remuneration
   The amount of the performance-related variable remuneration is limited to the (fixed) annual gross salary (maximum limit).
   The performance-related variable remuneration, if granted in a specific year, is due at the end of the month in which the audited annual financial statements of the Company are adopted. The application of tax benefits is exempt.
   The performance-related variable remuneration of the Managing Board is determined on the basis of the catalog of targets defined in advance by the Managing Board and Supervisory Board for each fiscal year and their implementation. Considering the economic situation of the company, this catalog of targets can also be adjusted during the year. The catalog of targets initially considers financial performance indicators; in addition, sustainability aspects from non-financial performance indicators, such as climate protection, environmental balance, conditions in the working environment, are also considered and the interest in the sustainable positive development of the company is addressed as part of the periodic preparation.
   In principle, variable remuneration components may be reclaimed if they are based on manifestly incorrect data, the manifest incorrectness of the data was apparent at the time of the annual financial statements for the financial year relevant for the variable remuneration components, and they were paid out.
   The performance-related variable remuneration creates a balance between the interests of the Managing Board and those of the shareholders in the success of Fabasoft.
2. Other remuneration components and agreements
   The employment contracts of the members of the Managing Board do not provide for any other remuneration components.

However, the respective member of the Managing Board is entitled to participate in Fabasoft's employee stock option programs and option models.

The Supervisory Board reserves the right to make special agreements in individual cases within the framework of the objectives.

1. Term and termination of contracts of Managing Board members
   As a rule, the term of the contracts of Managing Board members is five years. Reappointment is permitted. If necessary, this term mechanism can be structured differently within the framework of the statutory regulations.
2. Remuneration policy procedures
   The Supervisory Board evaluates the remuneration policy on an ongoing basis, at least every four years and when a new member is appointed to the Managing Board.
   Significant changes to the remuneration policy are submitted to the Annual General Meeting for approval.
3. Deviation from the compensation policy in exceptional circumstances

Pursuant to Section 78a (8) AktG, Fabasoft is entitled to deviate from this remuneration policy if exceptional circumstances make this necessary.

2. Remuneration policy of the Supervisory Board

The remuneration to be paid to the members of the Supervisory Board per fiscal year is decided at the Annual General Meeting. The amount of this remuneration considers the situation and success of Fabasoft as well as the fiscal year-related responsibilities and tasks of the individual members of the Supervisory Board.

The total remuneration of the Supervisory Board for the financial year is divided between the members of the Supervisory Board at their discretion. This distribution between the members of the Supervisory Board considers the position as well as the respective involvement of the members of the Supervisory Board.

Linz, 28 May 2024

For the Supervisory Board

[signed by em. o. Univ.-Prof. Mag. Dr. Friedrich Roithmayr]

Chairman of the Supervisory Board

Disclaimer:

This is a working translation from the German version. In case of discrepancies, the German version shall prevail.