Singulus Technologies : Compensation Report 2025

Compensation Report 2025

The Executive Board and Supervisory Board of SINGULUS TECHNOLOGIES AG (the "Company") have prepared this compensation report in accordance with the requirements of Section 162 of the German Stock Corporation Act ("AktG").

The report outlines the key features of the compensation system for the Executive Board and Supervisory Board and provides detailed information on the compensation granted and owed to current and former members of the Executive Board and Supervisory Board for the 2025 fiscal year.

Due to rounding, it is possible that individual figures in this report may not add up exactly to the stated total, and that the percentages shown may not exactly reflect the absolute values to which they refer.

This report has been subject to a formal review by the Company's auditor in accordance with Section 162 (3) of the German Stock Corporation Act (AktG); the corresponding review report is included in this report.

Review of Fiscal Year 2025

The composition of the Executive Board has changed since last year. Dr. Stefan Rinck stepped down from the Executive Board on December 31, 2024, upon the expiration of his appointment and employment contract. Since January 1, 2025, Mr. Markus Ehret and Mr. Lars Lieberwirth have been managing the company's affairs as joint members of the Executive Board. Due to this change in the Executive Board's structure, new rules of procedure for the Executive Board were adopted by resolution of the Supervisory Board on February 3, 2025.

The composition of the Supervisory Board also changed during the reporting year. The regular term of office of Dr.-Ing. Wolfhard Leichnitz as Chairman of the Supervisory Board ended with the conclusion of the Annual General Meeting on May 21, 2025. Upon the recommendation of the Supervisory Board, Mr. Frank Averdung was elected to the Supervisory Board at the Annual General Meeting on

May 21, 2025, for a shortened term of three years. The appointment for a shortened term makes it possible to align the terms of office of the members of the supervisory board. At the meeting on May 21, 2025, Dr. Changfeng Tu was elected Chairman of the Supervisory Board and Dr. Jutta

Menninger was elected Vice Chairwoman. With Mr. Denan Chu, the Supervisory Board thus consists of four members.

Compensation of the Executive Board

Composition of the Executive Board in the 2025 fiscal year

Dipl.-Oec. Markus Ehret

Mr. Markus Ehret has been appointed to the Executive Board until December 31, 2028.

Dipl. Ing. (BA) Lars Lieberwirth

Mr. Lars Lieberwirth has been appointed to the Executive Board until November 30, 2027.

Since January 1, 2025, both members of the Executive Board have had equal authority and have jointly managed the company without a Chairman of the Executive Board.

Explanation of the compensation structure

Overview of the compensation structure - concept and objectives of the compensation structure

The compensation of individual members of the Executive Board is determined by the Supervisory Board and reviewed on a regular basis. The objective is to compensate members of the Executive Board appropriately in accordance with their duties and responsibilities, taking into account their individual performance as well as the company's financial situation, performance, and future prospects.

The compensation structure for the Company's Executive Board is determined in accordance with the provisions of the German Stock Corporation Act, taking into account the recommendations of the German Corporate Governance Code, and is geared toward sustainable, long-term corporate development. The total compensation of the Executive Board members consists of fixed and variable compensation, divided into short-term and long-term components, as well as non-cash benefits. It is commensurate with their duties and performance, as well as with the size and position of the company. The compensation system ensures that both positive and negative developments are appropriately reflected in compensation (Pay for Performance). It takes into account both the performance of the entire Executive Board and the achievement of individual goals, thereby compensating the work performed by Executive Board members in a results-oriented and competitive manner and creating incentives for the Executive Board members to increase the company's value. The compensation system is clearly structured and is easily understandable and transparent for shareholders.

To plan, manage, and monitor its objectives, the company primarily relies on the key performance indicators of new orders and order backlog, revenue, EBIT, and liquidity. Its business operations are financed through the capital markets and loans from banks and investors.

Executive compensation is linked to these key performance indicators, the achievement of strategic goals, and the share price through variable compensation. As a result, the compensation system makes a significant contribution to advancing the business strategy and to the company's long-term and

sustainable development. In particular, the variable components (annual bonus based on target agreements and equity-based compensation) are aligned with the growth targets for the Solar, Semiconductor, and

Life Science segments. The system aims to align the interests of the Executive Board, shareholders, and other stakeholders. It is designed to provide effective incentives for strengthening the company's operational performance and sustainably increasing its value. The structure of the long-term variable compensation is intended to retain Executive Board members with the company over the long term.

The fixed, non-performance-based portion of compensation consists of a fixed annual salary and non-cash benefits. It is intended to account for 60% of the target compensation. The high proportion of fixed compensation is intended to prevent members of the Executive Board from taking disproportionately high risks in order to achieve short-term goals.

The performance-based components are divided into a variable bonus and an equity-based compensation component (phantom stock). The variable bonus is tied to the achievement of individual targets related to financial, operational, and strategic goals, including sustainability goals. The phantom stock program is designed to create a long-term incentive and retention effect through the issuance of virtual shares. After a two-year vesting period, the phantom stocks may be exercised semi-annually in tranches of 25% if the Company's share price is a certain minimum percentage above the exercise price. The incentive effect is achieved through performance targets, vesting periods, and staggered exercise. Effects from short-term price increases that are market-driven rather than company-driven are thereby largely eliminated. The phantom stocks represent a compensation component with a multi-year basis of calculation that links the compensation of the members of the Executive Board to the performance of the stock, thereby aligning the interests of the Executive Board and the shareholders.

Overall, the compensation system complies with the provisions of the German Stock Corporation Act and the German Corporate Governance Code.

Procedures for determining, implementing, and reviewing compensation

Pursuant to Section 87a of the German Stock Corporation Act (AktG), the Company's Supervisory Board is responsible for the structure of the compensation system as such, as well as for setting and regularly reviewing the system and the total compensation of individual members of the Executive Board. To assess whether the compensation of individual members of the Executive Board is in line with market practices, the Supervisory Board bases its determination of the target income on the company's financial position, the compensation paid by comparable companies to members of their executive management (horizontal comparison), and the salary levels of the first and second management tiers within the company (vertical comparison). The Supervisory Board also ensures that compensation remains competitive so that current Executive Board members can be retained and new ones recruited. A balance is achieved through the size of the Executive Board, which currently consists of the statutory minimum number of members.

The Supervisory Board regularly reviews the structure and appropriateness of compensation at its first meeting of the year. In conducting this review, it takes into account individual performance and the scope of responsibilities assumed in comparison with other members of the Executive Board, as well as the company's financial situation.

In the event of significant changes to the compensation plan, or at least once every four years, the compensation plan is submitted to the Annual General Meeting for approval. The current compensation plan for members of the Executive Board was approved by the Annual General Meeting by resolution dated July 19, 2023.

Pursuant to Section 87a (2) of the German Stock Corporation Act (AktG), the Supervisory Board may temporarily deviate from the compensation system if this is necessary in the interest of the company's long-term well-being. In the past, the Supervisory Board has made use of this option to reduce compensation due to the company's difficult economic situation. However, no reduction in compensation took place in fiscal year 2025, as the commitment of the Executive Board members remained exceptionally high during the reporting period, which was marked by significant economic challenges, and, among other things, extensive negotiations were conducted with a technology company regarding a strategic partnership, which were successfully concluded in March 2026.

During the 2025 fiscal year, the Supervisory Board held a discussion at its meeting on March 25, 2025, regarding the adjustment of the performance targets for the current fiscal year. In particular, the discussion focused on strictly adhering to the breakdown specified by the compensation system

(50% financial targets, 30% operational targets, and 20% strategic targets). At the meeting on

May 6, 2025, it was also discussed whether sustainability targets should be removed from the target agreement in light of the changed political conditions in the U.S. in order to avert potential harm to the company. However, it was noted that sustainability goals embedded in the compensation system

must be taken into account as a matter of principle. At the meeting on May 6, 2025, it was decided that the Executive Board would submit a new proposal for the 2025 performance agreement.

At its meeting on May 20, 2025, the Supervisory Board approved a new proposal for the performance agreement.

The final determination of target achievement for the 2025 fiscal year was still pending at the end of the fiscal year during the meeting on December 17, 2025, and was approved by the Supervisory Board at the beginning of the second quarter of 2026.

Compensation structure

The fixed, non-performance-based portion of annual compensation consists of a fixed annual salary and non-cash benefits (including a company car and insurance).

The performance-based components are divided into a variable bonus and phantom stock. The executive board contracts also provide for the supervisory board to grant one-time special payments for exceptional performance in addition to the variable compensation ("one-time bonus").

This compensation covers all activities performed by the members of the Executive Board, including any additional functions and activities they undertake within the Group.

At the request of the Executive Board, the Company takes out life insurance for the relevant Executive Board member as part of a salary conversion arrangement.

Fixed compensation

The fixed, non-performance-based annual compensation for members of the Executive Board is paid in twelve equal installments at the end of each month, with the final payment covering the full month in which the employment contract ends. It is reviewed annually to ensure its appropriateness and adjusted if necessary. An adjustment may also be made through the granting of one-time bonuses. There was no adjustment to the fixed compensation in the reporting year.

Variable bonus (performance targets)

The variable bonus is tied to the achievement of individual performance targets. These targets are set annually by the Supervisory Board following the approval of the budget for the coming year and agreed upon individually with each member of the Executive Board. They are based on the company's respective strategic targets, operational and financial key performance indicators, and sustainability goals, which have been established by the Supervisory Board in consultation with the Executive Board. The target agreements typically consist of 50% financial, 30% operational, and 20% strategic targets. The strategic targets also include the achievement of sustainability targets (ESG) set by the Supervisory Board. The amount of the bonus depends on the respective percentage of target achievement. The calculation basis is the amount corresponding to 80% of the applicable fixed salary. A weighted average is calculated from the individual percentages achieved for each annual target. This is applied to the calculation basis to determine the amount of the bonus. The variable bonus may not exceed 80% of the fixed salary. If the annual targets are exceeded by the respective member of the Executive Board, the Supervisory Board may, at its discretion, set the target achievement at up to 120% in individual cases. Assuming an average of 100% achievement of the annual targets, the bonus corresponds to 80% of the fixed salary. If the targets are not met or are only partially met (by less than 50%), the Supervisory Board decides at its discretion whether and in what amount the bonus will be paid.

Phantom stocks

The Phantom Stock Plan is the second component of variable compensation and is designed to provide long-term incentives and foster employee retention by linking compensation to the company's sustainable performance. The best indicator of performance is the stock price.

The Supervisory Board determines the number of phantom shares to be granted at its sole discretion. Each individual phantom stock is structured as a virtual option and entitles the holder, after a two-year vesting period and upon achievement of a performance target, to receive a payment corresponding to the difference, upon exercise, between the applicable exercise price and the reference price for one bearer share of the Company with a par value of €1.00 each. The exercise price corresponds to the unweighted average of the closing prices (or a corresponding successor value) of the Company's shares in Xetra trading (or in a functionally comparable successor system that has replaced the Xetra system) on the Frankfurt Stock Exchange on the five trading days preceding the issue date. The reference price is the (unweighted) average of the closing prices (or a corresponding successor value) of the Company's shares in Xetra trading (or in a functionally comparable successor system that has replaced the Xetra system) on the Frankfurt Stock Exchange on the five trading days preceding the exercise date. Phantom stocks may be exercised for the first time after a two-year waiting period, which begins on the issue date.

After the vesting period has expired, the phantom stocks may be exercised each year during an exercise period. There are two exercise periods: the first begins after the publication of the interim report for the first quarter, and the second begins after the publication of the interim report for the third quarter. During each exercise period, only up to 25% of the granted phantom stocks may be exercised. If a tranche is not exercised during an exercise period, it may be exercised in subsequent exercise periods. Furthermore, the phantom stocks may only be exercised if the performance target is met, i.e., if the reference price at the time of exercise is at least 15% above the exercise price.

During the term of the phantom stock programs, options derived from the phantom stocks may also be exercised early-that is, outside the respective exercise period and before the expiration of the vesting period-as soon as, with respect to the Company's shares, (i) a takeover bid within the meaning of Section 29(1) of the German Securities Acquisition and Takeover Act (WpÜG) has been announced, or (ii) a person acquires control within the meaning of Section 29 (2) of the WpÜG. In such cases, all Phantom Stocks may be exercised, regardless of whether the performance target has been met.

The term of the phantom stocks is five years from the respective date of issuance. Phantom stocks that have not been exercised by the end of this term expire without replacement or compensation.

Maximum compensation

Pursuant to Section 87a (1), second sentence, item 1 of the German Stock Corporation Act (AktG), the Supervisory Board has set the maximum compensation described below:

The current executive board member service contracts stipulate that the maximum compensation a member of the executive board may receive over the course of a year (fixed and variable compensation, including fringe benefits, any one-time bonuses, and pension contributions) is limited to 3.5 times the fixed salary set for that member.

Separate maximum limits are also provided for the variable compensation components. In fiscal year 2025, the maximum compensation was not exceeded.