ÖBB Annual Report 2025

Group Management Report 80 Österreichische Bundesbahnen-Holding Aktiengesellschaft Consolidated Financial Statements | Group Management Report 37 Structure, tasks and composition of the administrative, management and supervisory bodies of ÖBB-Holding AG The ÖBB Group aligns the organization and communication of its corporate governance to international standards and, since April 2014, to the Federal Public Corporate Governance Code (B-PCGK). ESRS 2.GOV-1.21.a-e Administrative, management and supervisory bodies *) Tasks Composition Board of Management of ÖBB-Holding AG – Regular reporting to the Supervisory Board – Submission of certain business transactions of ÖBB-Holding AG or its Group companies to the Supervisory Board for approval – Defining the direction of the ÖBB Group in close consultation with the Supervisory Board – Consists of two persons (one of whom is female) Supervisory Board of ÖBB-Holding AG – Monitoring the Board of Management: Care is taken to ensure a balanced representation of people from different areas of society and the economy – Specifying the allocation of business dealings – Its activities are based on the Austrian Stock Corporation Act, the Articles of Association, the Rules of Procedure for the Supervisory Board and B-PCGK – Eight shareholder representatives (four of which are female), four employee representatives (one of which is female) – Members are elected independently for a maximum of five years – Supervisory Board members must disclose all other board functions before the election – Ensuring a balanced gender distribution in accordance with the Gender Equality Act (fulfilled in accordance with the Federal PCGK) Audit Committee of ÖBB-Holding AG – Preparing the proceedings and resolutions of the Supervisory Board and monitoring the implementation of the resolutions, reviewing the financial reports and the non-financial statement in accordance with statutory requirements – Monitoring risk management and ensuring that appropriate measures are taken to minimize risks – Ensuring the effectiveness of the internal control system – Consists of four members (two of whom are female) and two employee representatives (none of whom are female) *) ESRS 2.GOV-1.22.a, b. The management tasks of the administrative and management bodies (Board of Management) are supported by the activities of the supervisory body (Supervisory Board). Together with the Board of Management of ÖBB-Holding AG, the Supervisory Board forms the committees for decisions relating to economic, environmental and social issues. It is regularly informed about the progress made in implementing the sustainability strategy. Information on procedures, controls and processes in the area of governance can be found in Chapter D. Reporting on key features of the internal control and risk management system under D.5. Accounting. Further information on risk management in the ÖBB Group can be found in Chapter B.2. Material risks and uncertainties. ESRS 2.GOV-1.22.c, d *) Total of owner and employee representatives. Diversity of the members of the administrative, management and supervisory bodies of ÖBB-Holding AG Reporting date Dec 31 ESRS 2.GOV-1.21.a, b, d, e 2025 2024 Managing members in headcount 2 2 of which women in percent 50.0 50.0 of which men in percent 50.0 50.0 of which diverse in percent 0 0 Non-managing members *) in headcount 12 12 of which women in percent 41.7 50.0 of which men in percent 58.3 50.0 of which diverse in percent 0 0 Employee representatives in headcount 4 4 of which women in percent 25.0 25.0 of which men in percent 75.0 75.0 of which diverse in percent 0 0 Independent board members in percent 100 100 | MR37 E.  Non-financial statement E.1. General information E.2. Environmental inform ation E.3. Social information E.4. Governance information E.5. ESRS index