AGRANA Beteiligungs : Remuneration report for 2023|24 financial year

Remuneration Report

Remuneration Report 2023|24

for the emoluments ofthe membersofthe Management Board and ofthe SupervisoryBoard ofAGRANA Beteiligungs-AGinthe business year2023|24

1. Foreword

With the Remuneration Report for the business year 2023|24, we are fulfilling the requirements of §§ 78c and 98a of the Austrian Stock Corporation Act (AktG). It is guided by Opinion 37 of the Austrian Financial Reporting and Auditing Committee ("AFRAC Opinion") and the Draft of the Guidelines of the European Commissions on the Standardized Presentation of the Remuneration Report under Directive (EU) 2017/828 of the European Parliament and of the Council of May 17, 2017 amending Directive 2007/36/EC as regards the promotion of long-term shareholder engagement. A comprehensive overview of the remuneration granted or owed to the members of the Management Board and Supervisory Board in the business year 2023|24 is provided. The present Remuneration Report was prepared by the Management Board and Supervisory Board and is to be submitted to the 37th Annual General Meeting on 05 July 2024 for approval.

For the business year 2023|24, the new Remuneration Policy will be applied, which was put to the vote at the 36th Annual General Meeting on July 07, 2023 and applies retroactively to the business year 2023|24.

The long-term target orientation provided for in the new Remuneration Policy in the form of the three-year ROCE margin and dividend will contribute significantly to the sustainable performance development of the AGRANA Group. Strategic objectives are mapped using a multiplier (modifier). The annual profit-sharing bonus relates to the financial performance indicator of Group EBITDA.

The Management Board and Supervisory Board of AGRANA Beteiligungs-AG have set themselves the goal of presenting a high level of remuneration transparency in the Remuneration Report in order to provide shareholders with a comprehensive and full understanding of the remuneration granted or owed, and to make the disclosures in accordance with international standards.

2. Economic development in the business year 2023|24

The AGRANA Group's sales revenue of M€ 3,786.9 in the business year 2023|24 was slightly higher than that of the previous year had been, with the increase attributable to adjusted prices in the Fruit and Sugar segments in the context of a slight overall decline in volumes across the Group.

Income from operations (EBIT) amounted to M€ 151.0 in 2023|24 and was thus very significantly higher than the previous year's figure of M€ 88.3. In addition to the improved operating performance, the increase is attributable also to the result from special items of M€ -88.8 in the previous year, mainly due to impairment losses, and primarily to goodwill in the Fruit segment. Details can be found in the Fruit segment report as well as in the notes to the consolidated financial statements of the 2023|24 annual report. In the Fruit segment, EBIT increased to M€ 60.2 (previous year: M€ -38.5) due to the absence of the aforementioned goodwill amortization as well as better operating performance in both the fruit preparations business and the fruit juice concentrate business. A markedly weaker ethanol result compared to the same period of the previous year was the main reason for the significant decline in EBIT in the Starch segment to M€ 50.4 (previous year: M€ 80.2). In the Sugar segment, a low earnings contribution from the AGRANA-STUDEN joint venture was the main reason for the decline in income from operations to M€ 40.4 (previous year: M€ 46.6).

The financial result amounted to M€ -53.3 in the business year 2023|24 (previous year: M€ -26.5), with the negative change resulting primarily from a deterioration in net interest income, but also from a weaker currency result (including the interest portion of currency swaps).

Earnings before taxes increased significantly from M€ 61.7 in the previous year to M€ 97.7. After tax expenses of M€ 28.3, corresponding to a tax rate of 29.0% (previous year: 60.0%), consolidated net income amounted to M€ 69.4 (previous year: M€ 24.7). Consolidated net income attributable to AGRANA's shareholders amounted to M€ 64.9 (previous year: M€ 15.8), while earnings per share (EPS) rose to € 1.04 (previous year: € 0.25).

With a balance sheet total of M€ 2,889.4 as per February 29, 2024, a slight reduction from the previous year (February 28, 2023: M€ 3,003.1), the equity ratio was 43.2% (February 28, 2023: 41.8%).

At M€ 636.1, net financial debt as per February 29, 2024 was M€ 48.8 lower than the figure as per February 28, 2023. Consequently, at the reporting date gearing had decreased to 51.0% (February 28, 2023: 54.5%).

Revenue in the Fruit segment amounted to M€ 1,566.9 in 2023|24, an increase by 5.7% compared to the previous year. In the fruit preparations division, sales increased moderately, primarily due to price but also volume factors. Sales revenue in the fruit juice concentrate business had declined slightly; lower delivery volumes could not be fully offset by higher sales prices. The Fruit segment's share of Group revenue amounted to 41.4% (previous year: 40.7%).

1

Remuneration Report 2023|24

EBIT in the Fruit segment amounted to M€ 60.2 (previous year: M€ -38.5). In the second half of 2023|24, as part of EBIT a non-cash impairment loss of around M€ 24.7 on assets in Asia (massive deterioration in the market environment) and Hungary (closure of the carrot processing plant) was recognized in two stages. In the previous year, following an impairment test as per August 31, 2022, an impairment on goodwill (and assets) was recognized in the result from special items, primarily due to increased capital costs. Details on the result from special items are explained in the segment report as well as in the notes to the consolidated financial statements of the 2023|24 annual report. The operating result for fruit preparations was significantly higher than it had been in the previous year. The improvement was primarily due to positive business development in the regions of Europe (including Ukraine), North America and Russia. The fruit juice concentrates division recorded a further increase in operating profit compared to the already very good prior-year period. This was mainly due to the improved contribution margins for apple juice concentrate from the 2022 harvest. In addition, improved contribution margins from the value-added business (including beverage bases) contributed to the positive development.

Sales revenue in the Starch segment declined to M€ 1,148.7 in the business year 2023|24. They were thus 11.2% lower than they had been in the same period of the previous year, in which the war in Ukraine led to massive price increases on the markets. In the past business year, due to lower energy and raw material prices gradual normalization of market prices was observed, with an impact on the sales prices of the majority of the starch product portfolio. The declines in sales due to volume-related effects were approximately the same. In the ethanol business, sales prices are based on the Platts prices. In the past business year, volatility on the ethanol markets was once more very high. At € 741 per m³, the average price for the year was around a quarter below the previous year's figure. By-product sales (including those of miscellaneous products) declined in line with commodity prices, although the decline in sales prices for high-protein products was noticeable only after a delay. The Fruit segment's share of Group revenue amounted to 30.3% (previous year: 35.6%).

At M€ 50.4, EBIT in the Starch segment was significantly below the previous year's figure. One of the main reasons for this was the very significantly lower earnings contribution from the HUNGRANA Group, consolidated using the equity method (M€ 1.9; previous year: M€ 11.0). On the one hand, the Hungarian joint venture used high-priced supply raw materials and energy, and these significantly higher costs could not be sufficiently passed on to customers in the form of adjusted sales prices. On the other hand, there was a significant decline in sales volumes and consequently lower capacity utilization. The ethanol business, which had a low margin due to a significant fall in Platts prices, was the main factor weighing on the Starch segment's operating result. From the fourth quarter of 2023|24, falling margins were recorded also for starch products, due to increased selling price pressure on the market.

In the Sugar segment, revenue increased significantly by 24.3% to M€ 1,071.3 in 2023|24. This positive development despite lower sales volumes was due to significantly higher sugar selling prices. The price trend was very positive in both the retail business and the industrial sector. Despite higher sales volumes, sales revenue from co-products was slightly below the previous year's level. The Fruit segment's share of Group revenue amounted to 28.3% (previous year: 23.7%).

Although the operating result of the Sugar segment improved despite a marked increase in beet prices, a significantly lower earnings contribution from joint ventures (change compared to the previous year: M€ -8.0) and a negative result from special items in connection with severance payments (change compared to the previous year: M€ -3.2) led to a decline in EBIT by 13.3%, to M€ 40.4. At M€ 2.0, the result of the AGRANA-STUDEN Group, which is consolidated using the equity method, amounted to M€ 1.7, which is significantly below the historically high previous year's figure (M€ 9.9). The reasons for this were a higher proportion of sales of merchandise sugar with a lower margin and the underutilization of the refinery in Bosnia and Herzegovina. The at-equity share of earnings of Beta Pura GmbH, Vienna, amounted to M€ -2.2 (previous year: M€ -2.3).

3. Principles of remuneration for members of the Management Board

3.1. Remuneration components and remuneration structure

The Remuneration Policy ensures that the total remuneration of the Management Board sets behavioral incentives to promote implementation of the corporate strategy and the long-term development of the company. The remuneration of the Management Board must be commensurate with the situation of the Company and the average remuneration of other employees.

Here the remuneration corresponds to the overall responsibility of the Management Board associated with the task, but differentiates with regard to the individual scope of activity and responsibility of the respective Management Board members.

2

Remuneration Report 2023|24

The members of the Management Board receive both fixed and variable remunerations, made up as follows:

Remuneration components

Fixed remuneration

Description

Fixed salary

Remuneration in kind and fringe benefits

Company pension plans

Performance-related remuneration

one-year variable remuneration (einjährige variable Vergütung , "EVV")

multi-year variable remuneration (mehrjährige variable Vergütung , "MVV")

Fixed basic salary at a competitive level that takes into account the scope of responsibility and performance as well as the complexity of the tasks of the individual members of the Management Board

Company car, driver, insurance premiums, reimbursement of travel expenses

Retirement benefits, an occupational disability pension, a widow's and orphan's pension, and a defined-contribution pension commitment

Annual profit share based on EBITDA for the Group

Profit-sharing bonus over a qualifying period of three years on the basis of a target return on capital employed (ROCE) and a target dividend based on the multi-year planning and the degree to which strategic targets are achieved, taken into account by applying a modifier of between 0.8 and 1.2. The first disbursement is made as an advance payment together with the EVV (max. 75% of the MVV target remuneration). The final disbursement is made in the year of the Annual General Meeting that decides on the last year of the three-year observation period.

The components of the target remuneration, comprising fixed (excluding benefits in kind and fringe benefits as well as company pension plans) and variable remuneration components, are broken down as follows:

Breakdown of target remuneration for 100%

target achievement and modifier 1×

Fixed salary	100.0%
EVV	45.0%
MVV	55.0%
Target remuneration	200.0%

The individual components of the remuneration and their calculation basis are explained in detail below.

3.2. The fixed salary

The fixed salary consists of an annual fixed salary, to be disbursed in 14 equal installments. These emoluments cover all overtime, travel and commuting time as well as services rendered in excess of the normal working hours applicable to employees of the Company. It also covers the assumption of board functions within the Group.

The fixed salary constitutes a fixed remuneration at a competitive level that acts as an incentive for the members of the Management Board to act in the best interests of the company and in consideration of the interests of shareholders and employees as well as the public interest.

3.3. Remuneration in kind and fringe benefits

Premiums are paid for group accident insurance for each member of the Management Board. The Company has D&O insurance (manager liability insurance) and legal expenses insurance to the usual extent, whose costs are borne by the company.

For the duration of the board mandate, the company provides the Management Board member with a company car and parking space. The company car can be used privately as well.

3.4. Company pension plans

The pension obligations to the Management Board have been outsourced to an external pension fund.

For the Management Board, the company pension plan includes retirement benefits, an occupational disability pension, and a pension for widows and orphans. There is a defined-contribution pension commitment, which can be claimed after reaching the age of 55, provided that the employment relationship with the company has been terminated.

3

Remuneration Report 2023|24

For the members of the Management Board, under Austrian law the Company is obligated to pay 1.53% of the gross remuneration of each Management Board member into a company employee pension fund each month, in accordance with the provisions of the Austrian Corporate Employee and Self-Employed Pension Act (BMSVG). Upon termination or expiry of the respective contract, the Management Board members can demand disbursement of the accrued contributions (including investment income) from the pension fund in accordance with the statutory requirements.

3.5. One-year variable remuneration (einjährige variable Vergütung, "EVV")

The EVV is based on the company's success in the respectively elapsed business year and dependent on the financial target figure of Group EBITDA. Here EBITDA is defined as the operating result before operating depreciation and amortization, in analogy to the consolidated financial statements.

The target remuneration for the EVV amounts to 45% of the fixed salary.

Within the first three months of the business year, the Supervisory Board determines the target value that applies uniformly to all members of the Management Board. As a matter of principle, here the EBITDA is to be set as a target value at the level specified in the approved budget, with the Supervisory Board being granted a bandwidth of ±10% in each case A lower and upper limit of ±15% each applies to target achievement, according to which the degree of disbursement is measured:

Degree of target achievement

≥115%

100% - 115% =100%

85% - 100% =85% <85%

Disbursement ratio

175%

100% - 175%

100%

50% - 100%

50%

0%

The actual degree of target achievement and disbursement is determined on the basis of the audited and published consolidated financial statements. Here, EBITDA can be adjusted by the Supervisory Board for non-recurring income and non-recurring expenses (e.g. gains/losses from company disposals, extraordinary value adjustments and restructuring). In addition, when companies are acquired or sold during a business year, the key financial figures are adjusted in line with the periods in which they affect the key figures.

Overview of the calculation of the EVV

EBITDA target

achievement in %

Determination of the disbursement ratio by interpolation

in %

×

45% of the fixed

salary

=	Bonus entitlement
	in €

3.6. Multi-year variable remuneration (mehrjährige variable Vergütung, "MVV")

The MVV is a multi-year,performance-related remuneration that is intended to achieve a long-term incentive effect. The MVV is granted for a qualifying period of three years on the basis of the following average target figures:

• Target "Return on capital employed" (ROCE): Operating result in relation to capital employed
• a target dividend
• from the degree of achievement of strategic objectives, calculated by applying a modifier of between 0.8 and 1.2 after the end of the three-year qualifying phase

Overview of MVV target figures

Target value	ROCE	Dividend	Modifier
Weighting	70%	30%	0.8 - 1.2

4

Remuneration Report 2023|24

The target remuneration for the MVV amounts to 55% of the fixed salary for the first year of the three-year qualifying phase.

Objective definition: Within the first three months of the current business year, the Supervisory Board determines the average target value, which applies uniformly to all members of the Management Board. The average ROCE and the average dividend are determined by the Supervisory Board for the three-year qualifying period, whereby the

Qualifying periods

2023/24

2024/25

2025/26

2026/27

2027/28

2028/29

2029/30

2030/31

Qualifying period 1

Qualifying period 2

Qualifying period 3

Qualifying period 4

Qualifying period 5

Objective definition		Qualifying period		Target assessment
Advance payment		Final disbursement

approved medium-term plan can be used as a basis. A lower and upper limit of ±15% apply to target achievement, according to which the degree of disbursement is measured - in analogy to the EVV. For the dividend, the Supervisory Board determines an amount of € per ¢ of dividend paid out for each member of the Management Board (€ 2,000 per ¢ was agreed for the current period).

Target assessment: The actual target achievement and disbursement ratio is determined on the basis of the audited and published consolidated financial statements, whereby the average ROCE can be adjusted by the Supervisory Board for non-recurring income and non-recurring expenses (e.g. gains/losses from company disposals, extraordinary value adjustments and restructuring). In addition, when companies are acquired or sold during a business year, the key financial figures are adjusted in line with the periods in which they affect the key figures. The Supervisory Board then determines the amount of the modifier, depending on the assessment of the achievement of the strategic objectives.

Overview of the calculation of the MVV

Average target

achievement ROCE

in %

×

Average dividend

Determination of
the disbursement	×		55% of the fixed salary	=
ratio by				× 70% share of MVV
interpolation
in %
			calculation of the maximum
			amount: 55% of the fixed	=
2,000 € per ¢	Lower	salary
of dividend	30% share of MVV

• 175% max. disbursement ratio

Bonus entitlement ROCE

in €

+

Bonus entitlement

dividend

in €

=

Total bonus entitlement ROCE and dividend in €

×

Modifier 0.8 - 1.2

=

MVV for the entire qualifying period in €

/3

MVV shares granted for the respective business year

Advance payment: The first disbursement of the MVV is made as an advance payment together with the EVV (max.

75% of the MVV target remuneration). The amount of the advance payment is calculated on the basis of the target achievement for the past year, assuming 100% target achievement for the two remaining years of the qualifying phase, whereby a modifier of 1.0 is assumed. The advance payment is subject to reclaim or pro rata offsetting if a situation arises that is regulated in the Remuneration Policy and triggers this claim for repayment.

5

Remuneration Report 2023|24

Final disbursement: The final disbursement is made in the year of the Annual General Meeting that decides on the last year of the three-year qualifying period. If the advance payment should have exceeded the value of the final disbursement, the excess amount will be reclaimed.

1. Calculation of target achievement a) EVV

in M€	100%	Lower limit (85%)	Upper limit (115%)
Target figure EBITDA	256.8	218.3	295.3
	Actual value 2023|24	Degree of target	Disbursement ratio
	achievement
EBITDA	291.1	113%	167%
b) MVV
	100%	Lower limit (85%)	Upper limit (115%)
Target figure average ROCE	6.5%	5.5%	7.5%

Average

(ACTUAL 2023|24 + 2

plan years)

Degree of target

achievement

Disbursement ratio

ROCE

in k€

Dividend in ¢

7.3%	112%	162%
2023|24 Proposal	× 2 000
90	180.0

3) Remuneration owed or granted

in k€	Dkfm. Markus	Mag. Stephan	Dipl.-Ing. Dr.
Mühleisen, MBA	Büttner	Norbert Harringer
fixed basic salary	650.0	538.6	430.0
EVV 2023/24	487.7	404.1	322.6
	100% disbursement
MVV granted	according to	163.9	130.9
resignation

agreement*)

MVV according to target achievement	585.9
- ROCE	405.9
-- max. dividend	187.7
- Dividend	180.0

Other payments	1 436.3
Remuneration in kind and fringe benefits	9.6
Company pension plans	110.0
3 months salary until the end of the contract term*)	162.5
EVV disbursement 24/25 (100% target achievement)*)	292.5
12 months 50% competition clause*)	861.8
Remuneration owed or granted	3 159.9

* amicable resignation agreement with Dkfm. Markus Mühleisen, MBA

491.8

336.3

155.5

155.5

122.1

12.1

110.0

1 228.7

392.7

268.5

124.2

124.2

119.0

9.0

110.0

1 002.5

3.7. Overview of the remuneration of the Management Board

Below, the individual calculation steps for remuneration owed and granted are explained step by step for each Management Board member:

1) Basis for Management Board remuneration: Presentation of the amounts of the remuneration components

in k€	Dkfm. Markus	Mag. Stephan	Dipl.-Ing. Dr.
Mühleisen, MBA	Büttner	Norbert Harringer

fixed basic salary

variable target remuneration

• EVV
• MVV
• • ROCE
  • Dividend

Target remuneration

650.0

650.0

292.5

357.5

250.3

107.3

1 300.0

538.6

538.6

242.4

296.2

207.3

88.9

1 007.1

430.0

430.0

193.5

236.5

165.6

71.0

860.0

6

Remuneration Report 2023|24

As a result of his departure on December 31, 2023, the following amicable solution was agreed upon with Mr. Mühleisen:

• His dismissal as a member of the Management Board took place as per December 31, 2023.
• His Management Board contract ends at the end of the agreed term, i.e. on May 31, 2024.
• The entitlements from the variable remuneration since the business year 2023|24 are settled by mutual agreement with an amount based on the following calculation method:
• • EVV and MVV for the first year will be considered based on the earnings figures for the business year 2023|24 in April 2024.
  • The MVV of the second and third year and the EVV of the business year 2024|25 are taken into account based on the Remuneration Policy with an assumed target achievement of one hundred percent.

Based on the syndicate agreement between Südzucker AG, Mannheim|Germany, and Zucker- Beteiligungsgesellschaft m.b.H., Vienna, Ms. Ingrid-Helen Arnold, MBA, and Dkfm. Thomas Kölbl do not receive any emoluments for exercising the board function at AGRANA Beteiligungs-AG.

3.8. Remuneration of former members of the Management Board

Additional payments

in k€	2023|24	2022|23
Mag. Walter Grausam	1075	-
Dr. Fritz Gattermayer	584	102
Dipl.-Ing. Johann Marihart	1566	-
Total	3225	102

2021|22

55

-

109

164

Mag. Walter Grausam (departed as per December 31, 2014): There was an additional payment of k€ 494.9 in the

business year 2023|24 (business year 2021|22: k€ 55.0). These payments relate to the annual valorization of the pension with the collective agreement in the sugar industry for value retention. Furthermore, an additional payment of k€ 580.1 was made due to the negative performance of the pension fund.

Dr. Fritz Gattermayer (departed as per May 31, 2021): There was an additional payment of k€ 314.5 in the business year 2023|24. This payment relates to the annual valorization of the pension with the collective agreement in the sugar industry for value retention. Furthermore, an additional payment of k€ 269.1 was made due to the negative performance of the pension fund. There was a chargeback in the amount of k€ 189 of the monthly contributions for the period from June 2021 to August 2022. Furthermore, in September 2022 there was a preliminary additional payment of k€ 291. This payment resulted from the claiming of the pension benefit by Dr. Gattermayer with the employment contract in force.

Dipl.-Ing.Johann Marihart (departed as per May 31, 2021): There was an additional payment of k€ 737.0 in the business

year 2023|24 (business year 2021|22: k€ 81). These payments relate to the annual valorization of the pension with the collective agreement in the sugar industry for value retention. Furthermore, an additional payment of k€ 829.2 was made due to the negative performance of the pension fund. Furthermore, there was an additional payment of k€ 28 in the 2021|22 business year. This payment resulted from the claiming of the pension benefit by Dipl.-Ing. Marihart with the employment contract in force.

3.9. Presentation of the development of the total remuneration of the members of the Management Board

As recommended in the AFRAC Opinion, § 78c (2) 2 of the Austrian Stock Corporation Act (AktG) is applied with the proviso that only the average remuneration in the period since the business year after the new provisions of the Stock Corporation Amendment Act 2019 came into force is included in the comparison. This is outlined in Annex 1.

7

Remuneration Report 2023|24

3.10. Comparison to company performance and employee remuneration

The remuneration and employment conditions of the Company's employees were adequately taken into account when determining the remuneration of the Management Board. As shown in the table below, there is no unreasonable imbalance in the wage structure.

in k€	2023|24	2023|24 vs. 2022|23		2022|23 vs. 2021|22	2021|22 vs. 2020|21
		Relative	Absolute		Relative	Absolute	Relative	Absolute
	Figure for business year	change	change		change	change	change	change
Total remuneration of the members of the Management Board
Dkfm. Markus Mühleisen, MBA1	1,843.20	39.8%	524.35	34.0%	334.77	2	2
Mag. Stephan Büttner	1,228.67	13.6%	147.43	6.0%	61.34	0.9%	8.64
Dipl.-Ing. Dr. Norbert Harringer	1,002.52	14.1%	123.67	8.6%	69.41	14.2%	100.41
Company performance
ROCE	9.1%	114.5%	1.1 pp	168.0%	3.2 pp	115.5%	0.6 pp
EBIT margin	4.0%	164.9%	1.6 pp	284.7%	1.6 pp	27.5%	-2.2 pp
Earnings per share (€)	1.04	416.0%	79.0 pp		n/a	45.0 pp	n/a	-116.0 pp
EBITDA (in k€)	291.1	105.0%	14.0		134.1%	70.5	108.1%	15.5
Total remuneration of the other employees
Employees (full-time equivalents)3	91.90	5.6%	4.85	7.5%	6.09	2.7%	2.13

1. Departure from the Management Board as per December 31, 2023, end of Management Board contract on May 31, 2024, remuneration incl. EVV and 100% MVV
2. Appointment as Chairman of the Management Board as of June 1, 2021, no comparability given
3. Average remuneration of other employees of AGRANA Beteiligungs AG

3.11. Information on share-based remuneration

AGRANA's Management Board members were not offered or granted any shares within the meaning of § 78c (2) 4 of the Austrian Stock Corporation Act (AktG).

3.12. Reclaim of variable remuneration components

No variable remuneration components were reclaimed in the past business year.

3.13. Deviations from the Remuneration Policy

In the past business year, there were no deviations from the Remuneration Policy or from the procedure described therein for its implementation within the meaning of § 78c (2) 6 of the Austrian Stock Corporation Act (AktG).

4. Report on the remuneration of the members of the Supervisory Board

4.1. General information

In order to provide AGRANA's shareholders with a clear and comprehensible overview of the total remuneration of the Supervisory Board members based on the requirements of § 98a in conjunction with § 78c of the Austrian Stock Corporation Act (AktG), the total remuneration of the Supervisory Board members is presented in tabular form in Annex 2, based on the presentation format proposed in the AFRAC Opinion.

In the past business year 2023|24, which covered the period from March 1, 2023 to February 29, 2024, the Supervisory Board of AGRANA consisted of twelve members, of which eight are shareholder representatives elected by the Annual General Meeting, and four are employee representatives delegated by the Works Council. The shareholder representatives were Mag. Erwin Hameseder (Chairman of the Supervisory Board), Dr. Niels Pörksen (1st Deputy Chairperson), Mag. Dr. Claudia Süssenbacher M.B.L. (2nd Deputy Chairperson), Dipl.-Ing. Helmut Friedl, Dr. Andrea Gritsch, Dipl.-Ing. Ernst Karpfinger, Dr. Stefan Streng, and Dipl.-Ing. Josef Pröll.

The Supervisory Board members nominated by the employee representatives were Thomas Buder, Andreas Klamler, Stephan Savic, and Andrea Benischek.

The Remuneration Policy stipulates that no variable remuneration be granted to members of the Supervisory Board of the Company, but they receive an appropriate annual fixed remuneration. This is designed to be proportionate and

8

Remuneration Report 2023|24

in line with the market in relation to the situation, size and complexity of the Company. The amount remunerated to the individual Supervisory Board members is based on their functional position on the Supervisory Board. In addition, individual members of the Supervisory Board may be granted an appropriate attendance fee for attending meetings.

The amount of the annual Supervisory Board remuneration is decided by the Company's Annual General Meeting. The Supervisory Board members nominated by the employee representatives - Thomas Buder, Andreas Klamler, Stephan Savic and Andrea Benischek - exercise their functions on an honorary basis in accordance with § 110 (3) of the Austrian Labor Constitution Act (ArbVG) and do not receive any Supervisory Board remuneration.

4.2. Total remuneration

4.2.1. Fixed remuneration components

In the business year 2023|24, the Supervisory Board remuneration for the shareholder representatives on the Supervisory Board who served in the business year 2022|23 (period from March 1, 2022, to February 28, 2023) was disbursed. These were Mag. Erwin Hameseder (Chairman of the Supervisory Board), Dr. Hans-Jörg Gebhard (1st Deputy Chairperson), Mag. Klaus Buchleitner, MBA (2nd Deputy Chairperson), Dipl.-Ing. Helmut Friedl, Dr. Andrea Gritsch, Dipl.-Ing. Ernst Karpfinger, Dr. Thomas Kirchberg, Dipl.-Ing. Josef Pröll, Mag. Veronika Haslinger MBA, Dr. Stefan Streng and Dr. Niels Pörksen.

The Annual General Meeting on 07 July 2023 resolved an annual remuneration for the Supervisory Board members in the amount of k€ 380 for the business year 2022|23 and entrusted the Supervisory Board with the distribution. No attendance fees were paid.

The Supervisory Board remunerations disbursed were allocated to the individual members as follows:

in k€	2023|24*		2022|23*
Mag. Erwin Hameseder	70.0	60.0	60.0
(Chairman of the Supervisory Board)

Dr. Niels Pörksen

(1st Deputy Chairperson of the Supervisory Board; appointed as member of the Supervisory Board as per July 8, 2022)

Mag. Veronika Haslinger MBA

(2nd Deputy Chairperson of the Supervisory Board; appointed as member of the Supervisory Board as per July 8, 2022)

35.7­­

35.7­­

Dipl.-Ing. Helmut Friedl

Dr. Andrea Gritsch

(incl. additional payment of € 12,000 for the business year 2022|23)

Dipl.-Ing. Ernst Karpfinger

Dipl.-Ing. Josef Pröll

Dr. Stefan Streng

(appointed as member of the Supervisory Board on July 8,

Dr. Thomas Kirchberg

(End of the term of office: 35th reg. AGM 2022)

Dr. Hans-Jörg Gebhard

(incl. additional payment of € 1,000 for the business year 2022|23;

end of the term of office: 35th reg. AGM 2022)

Mag. Klaus Buchleitner, MBA

(End of the term of office: 35th reg. AGM 2022)

*Remuneration in each case for the previous year

40.0	35.0	35.0
52.0	23.0	23.3
40.0	35.0	35.0
40.0	35.0	35.0
26.0	­	­
14.0	35.0	35.0
20.2	44.0	44.3
19.3	45.0	45.0

There is a D&O insurance policy for the Supervisory board, whose costs are borne by the Company.

4.2.2. Variable remuneration components

In accordance with the Remuneration Policy, no performance-related variable remuneration components were disbursed to Supervisory Board members.

Nor are there any long-term incentive programs for members of the Supervisory Board. 9

Remuneration Report 2023|24

4.3. Consistency of the total remuneration with the Remuneration Policy

The total remuneration paid to the members of the Supervisory Board in the past business year was in line with the Remuneration Policy.

4.4. Information on share-based remuneration

No stock option program has been established at AGRANA, and no shares have been offered or granted to Supervisory Board members.

4.5. Other information and explanations

4.5.1. Deviations from the Remuneration Policy

In the business year, there were no deviations from the Remuneration Policy or from the procedure described therein for its implementation.

4.5.2. Reclaim of variable remuneration components

No variable remuneration components were reclaimed in the past business year.

10