SÜSS MicroTec : Remuneration Report 2023 (incl. audit certificate)

2023REMUNERATION REPORT

SUSS MICROTEC Remuneration Report 2023

Remuneration Report

Remuneration of the members of the

Management Board and Supervisory Board

The following Remuneration Report pursuant to Section 162 of the German Stock Corporation Law (AktG) presents and explains the remuneration granted and owed to the current and former members of the Management Board and Supervisory Board of SÜSS MicroTec SE (hereinafter also "SUSS MicroTec" or the "Company") in fiscal year 2023. The Remuneration Report provides a detailed and individualized explanation of the structure and amount of the individual components of the remuneration of the Management Board and Supervisory Board. The Remuneration Report was prepared jointly by the Management Board and the Supervisory Board.

Remuneration of Management

Board Members

Review of the 2023 remuneration year

The Management Board of SÜSS MicroTec SE assesses the overall economic situation of the group as positive. Sales revenue (including the discontinued MicroOptics division)

rose by 9.4 percent over the previous year to € 327.2 million (previous year: € 299.1 million). The consolidated net income of the SUSS MicroTec Group for the 2023 fiscal year amounted to € 4.7 million (previous year: € 24.5 mil- lion). This figure was negatively impacted by the result from discontinued operations after taxes in the amount of € −12.6 million, which relates to our MicroOptics divi- sion. An agreement to sell this division with a transaction volume of € 75 million was successfully concluded in the fourth quarter of 2023.

At the beginning of the 2023 fiscal year, the Management Board service contract of Dr. Thomas Rohe (COO) was transferred to the remuneration system 2022, which had been resolved by the Supervisory Board on April 8, 2022, and approved by the Annual General Meeting on May 31, 2022, with a majority of 98.35 percent of the votes cast. The remuneration system 2022 now applies to the employment contracts of the entirety of the current Management Board team (CEO Burkhardt Frick, CFO Dr. Cornelia Ballwiesser and COO Dr. Thomas Rohe).

The composition of the Management Board of SÜSS Micro- Tec SE changed as follows in the past fiscal year: The appointment and employment contract of Chief Financial Officer Oliver Albrecht duly ended on April 30, 2023, and were not extended by mutual agreement. Dr. Cornelia

Ballwiesser joined the Management Board as CFO on July 1, 2023. Dr. Bernd Schulte, who was seconded from the Supervisory Board to the company's Management Board as its Chair from October 17, 2022, up to and including September 10, 2023, due to the sabbatical and departure of Dr. Götz Bendele, returned to the Supervisory Board of the Company on September 11, 2023. During the period of his appointment, Dr. Bernd Schulte's mandate as a member of the Supervisory Board of SÜSS MicroTec SE was suspended. On September 11, 2023, Dr. Bernd Schulte stepped down from his position as interim CEO and

Burkhardt­ Frick joined the Management Board of SÜSS MicroTec SE as CEO.

Overview of the composition of the Management Board in the 2023 fiscal year

Current Members of the Management Board

• Burkhardt Frick, Member and Chair (CEO) of the Management Board (since September 11, 2023)
• Dr. Cornelia Ballwiesser, Member of the Management Board and CFO (since July 1, 2023)
• Dr. Thomas Rohe, Member of the Management Board and COO

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SUSS MICROTEC Remuneration Report 2023

Former Members of the Management Board who stepped down in the 2023 fiscal year

• Dr. Bernd Schulte, Member and Chair (CEO) of the Management Board (until September 10, 2023)
• Oliver Albrecht, Member of the Management Board and CFO (until April 30, 2023)

Applicable Management Board Remuneration Systems in the 2023 Fiscal Year

Remuneration System 2022

Two different remuneration systems were used to determine the remuneration for the current and former members of the Management Board of SÜSS MicroTec SE in the 2023 fiscal year. The remuneration system 2022, which was approved by the Shareholders' Meeting on May 31, 2022, was applied to the employment contracts of all current members of the Management Board (Burkhardt Frick, Dr. Cornelia Ballwiesser, and Dr. Thomas Rohe), in addition to the employment contract of Dr. Bernd Schulte. A full description of the Remuneration System 2022 is available on the Company's website at https://www.suss.com/

de/investor-relations/corporate-governance.

Remuneration System 2021

In the past fiscal year, the previous remuneration system, which was approved by the Shareholders' Meeting on

June 16, 2021 ("Remuneration System 2021"), only applied to the employment contracts of former Management Board members Oliver Albrecht - who left the Management Board on April 30, 2023 when his term of office expired - and Dr. Götz Bendele, who left the Management Board on Oc- tober 16, 2022 to care for a family member and waived his reappointment on December 15, 2022 for personal reasons in agreement with the Supervisory Board. A full description of the Remuneration System 2021 is available on the ­Company's website at https://www.suss.com/de/

investor-relations/corporate-governance.

No deviations from the remuneration systems

There were no deviations from the Remuneration System 2022 and the Remuneration System 2021 in the reporting year.

Management Board Remuneration System 2022

The Remuneration System 2022 is currently in effect and was applied to the employment contracts of every current member of the Management Board (CEO Burkhardt Frick, CFO Dr. Cornelia Ballwiesser and COO Dr. Thomas Rohe) in the 2023 fiscal year. The Remuneration System 2022 was also applied to the employment contract of Dr. Bernd Schulte, who was seconded from the Supervisory Board to the Company's Management Board as its Chair until

September 10, 2023. The Remuneration System 2022 applies to all employment contracts with Management Board members that are due to be concluded or extended.

Main Features of the Remuneration System 2022

The Supervisory Board was guided by the following principles when structuring the Remuneration System 2022 and determining the specific remuneration of the Management Board:

Strategy Orientation

The Management Board remuneration system in its entirety makes a significant contribution to promoting and implementing the corporate strategy of SUSS MicroTec. This is ensured by defining performance criteria related to the long-term and sustainable success of the Company and linking them with ambitious annual and multi-year targets. The short-term variable remuneration is primarily based on the financial performance criteria of sales and net income for the fiscal year. The long-term variable remuneration is based on the financial performance criteria of sales growth and return on capital employed (ROCE), among others. This promotes the focus on organic growth, profit- ability, and return on investment in the Management Board's activities.

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SUSS MICROTEC Remuneration Report 2023

Performance Orientation

The remuneration system is designed to provide adequate and ambitious performance incentives for Management Board members. The variable, performance-related remuneration components represent a significant proportion of the total remuneration if 100 percent of the targets are achieved. The individual remuneration of each Management Board member is therefore proportionate to his or her duties and performance as well as to the situation of the Company.

Sustainability

A key aspect of the corporate strategy of SUSS MicroTec is the long-term and sustainable development of the Com- pany. In order to link remuneration to the long-term development of SUSS MicroTec, long-term variable remuneration makes up a significant portion of the total remuneration and exceeds short-term variable remuneration.

By integrating sustainability targets into both short-term variable remuneration (short-term incentive, or STI) and long-term variable remuneration (long-term incentive, or LTI), social and ecological aspects are also taken into ac- count, thereby promoting sustainable action within the Company. Sustainable action is an integral part of SUSS MicroTec's corporate strategy that safeguards the future

social and economic viability of the Company. This is in line with the clear focus on emerging technologies and the strategy of achieving a leading position in the relevant markets through organic growth. The integration of environ- mental, social, and governance ("ESG") sustainability goals as variable remuneration components incentivizes sustainable and forward-looking actions while striving to create value for SUSS MicroTec's customers, employees, and shareholders, as well as the environment as a whole. Specific and measurable ESG targets derived from the corporate strategy are included in both short-term and long-term variable remuneration. In this context, SÜSS MicroTec SE sees itself as having a particular obligation to do its part in implementing the Paris Agreement, which it intends to promote and further advance by setting and implementing corresponding environmental targets (e.g., reducing CO2 emissions, boosting energy efficiency, obtaining electricity from renewable energies, optimizing resource use, reducing waste [further] developing environmentally friendly technologies, equipment and products).

Capital Market Orientation

The interests of shareholders are taken into account in a special way through the share-based structure of long- term variable remuneration in the form of virtual performance shares based on a performance share plan and the

integration of the total shareholder return (TSR) performance criterion based on the development of the share price of SUSS MicroTec compared to the TSR of two indi- ces. The convergence of the interests of shareholders and Management Board members is further strengthened by the share acquisition and retention obligations that Management Board members have under share ownership guidelines.

Clarity and Comprehensibility, GCGC

The remuneration system for the members of the Management Board is designed to be clear and comprehensible. It complies with the requirements of the German Stock Corporation Law (AktG) and takes into account the recommendations and suggestions presented in the German Corporate Governance Code (GCGC).

Procedures for Determining, Implementing, and Reviewing the Management Board Remuneration System

The remuneration system for the members of the Management Board is determined by the Supervisory Board of the Company in accordance with the statutory requirements and taking into account the recommendations and suggestions of the most current version of the German Corporate Governance Code. The Supervisory Board is

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SUSS MICROTEC Remuneration Report 2023

supported in this by its Personnel Committee. The Personnel Committee of SÜSS MicroTec SE is responsible for developing proposals regarding the Management Board remuneration system, which it submits to the Supervisory Board for discussion and resolution. The Supervisory Board and the Personnel Committee may seek external advice if necessary, in particular for issues relating to the formulation of the remuneration system and assessing the appropriateness of the remuneration. When hiring external remuneration consultants, their independence is considered.

The remuneration system resolved by the Supervisory Board will be submitted to the Shareholders' Meeting for approval.

To ensure appropriate, competitive remuneration in line with the market, the Supervisory Board reviews the remuneration system and the remuneration amounts for the Management Board on a regular basis. If necessary, the Supervisory Board will adopt changes. The remuneration system will be resubmitted to the Shareholders' Meeting for approval in case of material changes but at least every four years.

If the Shareholders' Meeting does not approve the remuneration system, the Supervisory Board will present a

revised remuneration system for approval no later than at the following ordinary Shareholders' Meeting.

With regard to the avoidance and handling of (potential) conflicts of interest on the Supervisory Board, the general rules of the German Stock Corporation Act (AktG) are also observed and the recommendations of the German Corporate Governance Code, as amended, are taken into account in the process of establishing, implementing and reviewing the remuneration system. Every member of the Supervisory Board shall disclose any conflicts of interest to the Chair of the Supervisory Board without delay. In its report to the Shareholders' Meeting, the Supervisory Board shall provide information on conflicts of interest and how they are handled. In the event of a conflict of interest, the affected Supervisory Board or committee member shall not take part in the related discussion and voting in the Supervisory Board or Personnel Committee. Material, non-temporary conflicts of interest in the person of a Supervisory Board member will result in the termination of the appointment.

Determination of the Specific Target Total Remuneration by the Supervisory Board (Structure and Amount)

Based on the remuneration system approved by the Share- holders' Meeting, the Supervisory Board determines the

specific target total remuneration for each Management Board member in accordance with Section 87 (1) of the German Stock Corporation Law (AktG). The specific target total remuneration is commensurate with the duties and performance of the Management Board member and the situation of the Company. Furthermore, the Supervisory Board ensures that the target total remuneration is structurally aligned with the sustainable long-term development of SUSS MicroTec and does not exceed the usual remuneration without special reasons.

The comparative environment of SUSS MicroTec (horizon- tal comparison) and the Company's internal remuneration structure (vertical comparison) are taken into account when reviewing the appropriateness of the remuneration amounts.

Horizontal - External Comparison

To assess appropriateness horizontally, the Supervisory Board compares the Management Board remuneration with that of a group of domestic and foreign peers to be determined by the Supervisory Board, taking account of factors such as the market position (especially industry, size, and country) and the economic situation of SUSS MicroTec. The companies in the peer group are comparable listed manufacturers of equipment for the semiconductor industry and selected competitors in markets

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SUSS MICROTEC Remuneration Report 2023

related to the semiconductor industry. In addition, the Supervisory Board also regularly includes comparably sized listed companies from the TecDAX in the horizontal comparison. The analysis takes into account both SUSS MicroTec's positioning in the peer group and the various remuneration components.

Vertical - Internal Comparison

To assess appropriateness vertically, the Supervisory Board takes account of the ratio of the remuneration of the members of the Management Board to the remuneration paid to senior management and the rest of the workforce of SUSS MicroTec, including trends over time. For this pur- pose, senior management is defined by the Supervisory Board as the group of executives at the first (management) level below the Management Board.

Remuneration Components and their Relative Share of Target Total Remuneration and Other Components of the Remuneration System 2022

benefits, which may vary yearly depending on the individual and the event. The variable performance-based remuneration comprises a short-term variable remuneration component in the form of an annual bonus (short- term incentive, or STI) and a long-term variable remuneration component (long-term incentive, or LTI) in the form of virtual performance shares with a four-year term (three- year performance period followed by a one-yearlock-up period). The Supervisory Board ensures that the target for variable remuneration is ambitious and demanding.

The target total remuneration comprises the sum of all remuneration components used for determining the total remuneration. To determine the target total remunera- tion, the variable remuneration components (i.e., STI and LTI) are each considered with a target achievement of 100 percent

The following table shows the shares of remuneration components in the target total remuneration:

The above share may differ for members of the Management Board appointed for the first time if they are granted a sign-on bonus in an appropriate manner in line with market conditions, for example, to compensate for forfeited remuneration from previous employment relationships.

When structuring the target total remuneration, the Supervisory Board ensures that the long-term variable remuneration exceeds the short-term variable remuneration. This aligns the remuneration structure with the long-term and sustainable development of SUSS MicroTec while at the same time pursuing annual operating targets.

The possible total remuneration is capped for each Management Board position (the "maximum remuneration").

Other supplementary components of the remuneration system include malus and clawback rules for variable remuneration and the share ownership guidelines with their share purchase and retention obligations for members of

The Remuneration System 2022 for the members of the Management Board consists of remuneration components that are independent of performance (fixed) and those that are based on performance (variable). The sum of these components determines the total remuneration of a Management Board member. The fixed, non-performance-based remuneration comprises the basic remuneration and fringe

Remuneration component

Basic Remuneration

Fringe Benefits

Short-term Variable Remuneration (STI)

Long-term Variable Remuneration (LTI)

Share of the target total remuneration

• ~ 30−40%
• ~ 1−5%
• ~ 25−35%
• ~ 30−40%

the Management Board.

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SUSS MICROTEC Remuneration Report 2023

Overview of the Components of the Remuneration System 2022

Remuneration component		Description
Remuneration Indepen-
dent of Performance
Basic Remuneration		> Fixed annual salary (paid in twelve monthly installments)
Fringe Benefits		> Primarily company cars and contributions to insurance
Remuneration Based on
Performance
		Plan type	> Target bonus
				> 35% sales
		Performance criteria	> 35% net income for the fiscal year
Short-term Variable
> 15% sustainability target (ESG criteria)
Remuneration (STI)
				> 15% innovation & market positionn
		Payment cap		> 200% of the target amount
		Duration	> One year
		Plan type	> Virtual performance share plan
				> 25% return on capital employed (ROCE)
		Performance criteria	> 25% sales increase
Long-term Variable	> 25% relative total shareholder return (TSR
Remuneration (LTI)
			> 25% sustainability target (ESG criteria)
		Payment cap	> 300% of the target amount
				> Four years (three-year performance period and a one-year
		Duration	lock-up period)

Remuneration component

Other

Malus and

Clawback

Share Ownership Guidelines

Maximum Remuneration

Description

• Withholding and / or reclaiming of variable remuneration components in justified cases, e.g., in the event of a breach of stat- utory or contractual obligations or obliga- tions arising from the articles of incorpora- tion of the Company or the Company bylaws for the Management Board, or if payment is made based on incorrect data.
• Obligation of Management Board members to acquire shares in the Company worth
  100% of their annual gross basic remuner- ation and to hold these shares at least until the termination of their Management Board function.
• Until this required number of shares is reached, at least 25% of the net amount of the performance-related remuneration paid out (STI and LTI) must be invested in shares of the Company each year.
• Payments of all remuneration components
  (basic remuneration, fringe benefits, STI, and LTI) resulting from a fiscal year are capped at € 3.0 million for the CEO and € 2.5 million for each of the other regular members of the Management Board.

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SUSS MICROTEC Remuneration Report 2023

Maximum Remuneration Limits

(Maximum Remuneration and Limitation of Variable Remuneration)

In addition to caps for individual performance criteria and variable remuneration components, the Supervisory Board has defined a maximum remuneration in accordance with Section 87a (1)(2)(1) German Stock Corporation Law (AktG) that covers all the remuneration components of the remuneration system. This includes basic remuneration, fringe benefits, and variable remuneration (STI and LTI). This maximum amount (total cap) is € 3.0 million for the Chief Executive Officer (CEO) and € 2.5 million for each of the other regular members of the Management Board. The maximum remuneration limits the total payments of all remuneration components resulting from a fiscal year and represents the maximum permissible remuneration within the remuneration system. In individual cases, the maximum remuneration levels agreed upon in individual contracts may be significantly lower than the maximum remuneration defined in accordance with Section 87a (1)(2)(1) of the German Stock Corporation Law (AktG).

Components of the Remuneration System 2022 in Detail

Remuneration Independent of Performance

The remuneration independent of performance (fixed re- muneration) of the members of the Management Board of

SUSS MicroTec consists of the basic remuneration and fringe benefits.

Basic Remuneration

The basic remuneration is a fixed cash payment for the fiscal year based on the duties and responsibilities of the respective Management Board member in particular. It is paid in twelve equal monthly installments at the end of each month.

Fringe Benefits

Members of the Management Board may also be granted contractually stipulated fringe benefits in the form of non- cash and other remuneration. These primarily include the provision of a company car that can also be used privately, as well as the payment of premiums and subsidies to insurance policies or the assumption of insurance premiums (e.g., inclusion in the Company's directors and officers liability insurance / D&O insurance) with a deductible in accordance with Section 93 [2][3] of the German Stock Corporation Law [AktG], premiums for health and long-term care insurance and accident insurance, which may also provide for a benefit to the heirs of the Management Board member in the event of death). The Supervisory Board may grant other or additional fringe benefits customary in the market, such as the assumption of relocation costs for new hires. The type, amount, and duration of the noncash benefits

may vary according to the personal situation of the Management Board members. Based on the maximum remu- neration, a maximum amount for fringe benefits is set for each Management Board member per fiscal year.

To recruit qualified candidates for the Management Board, the Supervisory Board may supplement the remuneration of first-time members of the Management Board in an appropriate manner and in line with market conditions with a sign-on bonus - for example, to compensate for forfeited remuneration from previous employment relationships.

Remuneration Based on Performance

The remuneration based on performance consists of a short-term and a long-term variable remuneration compo- nent. The short-term variable component has a one-year term, while the long-term variable component is structured as virtual performance shares with a term of four years - a three-year performance period followed by a one-year lockup period. The formulation of these remuneration compo- nents, which are described in detail below, provides incentives for the implementation of the corporate strategy of SUSS MicroTec and for the long-term and sustainable development of the Company.

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SUSS MICROTEC Remuneration Report 2023

Short-term Variable Remuneration (STI)

Main Features of the STI

The goal of short-term variable remuneration is to reward the operational implementation of corporate strategy. The key performance criteria defined in this context are two

financial targets, sales (35 percent) and net income for the fiscal year (35 percent), a sustainability target (15 percent), and a target for innovation & market position (15 percent).

way to sustainably generate the necessary funds for investments and innovations. The strategy of SUSS MicroTec aims for a long-term increase in sales and can be operationalized by integrating sales as a performance criterion in the STI.

Fiscal Year 0			Fiscal Year 1			Fiscal Year 2
				One year performance period
	X	Target achievement in % (0-200 %)		=
								Payout value in €
				Sales	35%
Target value				Net profit	35%
in €						Cap: 200%
				Sustainability target	15%			of target value
				Innovation and market position	15%			Malus	Clawback

• Net income for the fiscal year: Net income for the fiscal year is the net income reported in the audited and approved consolidated financial statements.
• The net income for the fiscal year is a direct derivative of sales and costs incurred by the Company in a fiscal year. Positive net income reflects the Company's earning power and therefore ultimately its attractive- ness for (potential) equity investors. SUSS MicroTec is aiming for healthy long-term growth so that net income for the fiscal year should also increase steadily in line with sales. The use of net income for the fiscal year in the STI takes this objective into account.

Performance Criteria of the STI

Financial Performance Criteria - Sales & Net Income with a Weighting of 35 percent Each

This part of the STI is measured by the achievement of the two financial performance criteria of sales and net income for the fiscal year with an equal weighting of 35 percent, which are essential components of the corporate management of SUSS MicroTec.

• Sales: Sales are those reported in the audited and approved consolidated financial statements. Sales are a significant indicator in the Company and represent the value of goods and services that the Company has achieved in a fiscal year. In order to remain competitive in the highly technical and specialized semiconductor industry, it is necessary to focus on sales and corresponding profitable growth since this is the only

Before the start of a fiscal year, the Supervisory Board sets ambitious targets (including threshold and cap values) for each of these financial performance criteria. The target values of the two financial performance criteria are derived from the budget planning approved by the Supervisory Board for the respective fiscal year.

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SUSS MICROTEC Remuneration Report 2023

Target achievement for the two financial performance criteria is determined by comparing the actual value achieved in the fiscal year with the target value. Target achievement is converted into a payout factor for each performance criterion using a bonus curve. If the target achievement is lower than the threshold, the payout factor for the performance criterion is 0 percent, meaning total failure to meet the financial targets is possible. If the target is achieved at the threshold level, the payout factor is 50 percent. If the actual value corresponds to the target value, the payout factor is 100 percent. If the target achievement is equal to or greater than the cap value, the payout factor of the financial performance criterion is 200 percent.

For the sales and net income targets, additional secondary conditions are integrated into the Remuneration System 2022 that are based on break-even sales and break-even net income for the fiscal year. If these "minimum levels" are not reached, the achievement of the corresponding target is 0 percent, regardless of the target achievement determined using a bonus curve.

For the financial targets, the bonus curves are diagrammed as follows:

Payment factor in percent

225

200

175

150

125

100

75

50

25

0

Hurdle value	Target value	Cap
	Target achievement	value

Nonfinancial Performance Criterion - Sustainability Target with a Weighting of 15 percent

This part of the STI is measured by the achievement of the nonfinancial sustainability target, which has a total weighting of 15 percent. The sustainability target is composed of up to two nonfinancial performance criteria related to en- vironmental, social, and governance performance ("ESG performance criteria") that are derived from SUSS Micro- Tec's sustainability strategy. The inclusion of sustainability in the STI reflects SUSS MicroTec's ambition to provide targeted incentives for the implementation of the sustainability components of its comprehensive (overall) corporate strategy. SUSS MicroTec thereby highlights its focus on viewing its corporate responsibility holistically and drives long-term corporate success.

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