ÖBB Annual Report 2025

Corporate Governance 36 Corporate Governance Report* * The following pages contain an excerpt from the Corporate Governance Report. The full report is available on our website at konzern.oebb.at/cg2025 (in German). The ÖBB Group is committed to the 2017 Federal Public Corporate Governance Code (B-PCGK) and prepares an overall Group report in accordance with the Group’s organizational structure. In addition to a general section, this report contains four chapters: ÖBB-Holding AG, ÖBB-Infrastruktur AG, ÖBB-Personenverkehr AG and Rail Cargo Austria AG – each including the listed investments. The full report is published on the ÖBB website. Notes – No academic titles are listed in the comments on the members of the management and supervisory bodies. All figures specified relate to the period ending on December 31 of the year under review. – The shareholder representatives on the supervisory boards of domestic ÖBB Group companies (with the exception of members of the management and employees of ÖBB Group companies) are entitled to remuneration that is determined annually and an attendance fee. If members of the Supervisory Board are federal civil servants or contracted employees of the federal government, their remuneration (with the exception of attendance fees) is transferred to the account of the federal ministry to which they belong. During the reporting year, this applied to Ms. Cornelia Breuß in her roles on the supervisory bodies of ÖBB-Holding AG and ÖBB-Infrastruktur AG, effective as of March 1, 2025. The remuneration (excluding attendance fees) was transferred to the account of the Federal Ministry of Innovation, Mobility, and Infrastructure. The employee representatives do not receive any remuneration for being on the Supervisory Board. Remuneration and attendance fees for the 2025 financial year are already paid out on an ongoing quarterly basis, with resolutions on this being passed retrospectively at the 2026 Annual General and Shareholders’ Meetings for the prior financial year. The following items were determined at the ordinary Annual General Meetings and General Meetings in the reporting year: Remuneration Attendance fee • EUR 14,000 annual basic quota per member of the Supervisory Board • Chair: 100% additional fee • Vice Chair at ÖBB-Holding AG: 50% additional fee • EUR 800 per Supervisory Board member for each meeting of the Supervisory Board, Executive Committee or a committee In addition to remuneration, including attendance fees, members of a Supervisory Board are reimbursed for actual expenses incurred related to the exercise of their function against appropriate documentation. – The remuneration of the executive management includes fixed and variable salary components. Variable remuneration is generally paid out in the following year as target achievement can only be ascertained once the annual financial statements have been finalized. The variable remuneration granted to the executive management in 2025 for the 2024 financial year is therefore shown. Since the rounded presentation also includes figures not shown that are subject to precise internal calculation accuracy, rounding differences may occur. – Members of the Board of Management and managing directors generally have their own employment contracts, participate in a defined contribution external pension fund model and are granted accident insurance covering death or permanent disability. – The Rules of Procedure for executive management govern the allocation of responsibilities and cooperation between the members of executive management. The Rules of Procedure also contain reporting and information obligations for executive management. The Rules of Procedure for the Supervisory Board contain a list of measures that require the approval of the Supervisory Board or its committees. This also includes important business transactions of subsidiaries and sub-subsidiaries.