Annual Report 2025 – ÖBB-Infrastruktur AG

ÖBB-Infrastruktur Aktiengesellschaft Group Management Report | Consolidated Financial Statements 31 The composition and diversity of the members of the administrative, management and supervisory bodies of ÖBB-Infrastruktur AG is as follows: *) Total of shareholder representatives and employee representatives. In the organisation and communication of its corporate governance, the ÖBB-Infrastruktur Group is guided by international standards and the Public Corporate Governance Code of the federal government. In conjunction with the Management Board of ÖBB-Infrastruktur AG, the Supervisory Board forms the committees for decisions relating to economic, ecological and social issues. The ÖBB-Infrastruktur Group has functioning control bodies and control mechanisms that perform their tasks. The responsibilities of the Supervisory Board are defined by law, the Articles of Association and Memorandum and Articles of Association and the rules of procedure for the Supervisory Board. The highest controlling body (Supervisory Board) holds ordinary meetings five times a year and additional extraordinary meetings as required. As part of these meetings, the Supervisory Board is regularly provided with standardised reports on the topics of “Human Resources”, “Compliance”, “Auditing”, “Data Protection”, “Risk Management”, “Internal Control System”, “Security”, “Sustainability” and “Diversity” in particular – in addition to the financial and activity reports as part of the Management Board's report to the Supervisory Board, which is presented at almost every Supervisory Board meeting. Critical issues are also addressed with ad hoc reports to the Supervisory Board and information to the owner. The management of impacts, opportunities and risks is also subject to monitoring and approval at the Management Board meetings, about which the members of the Supervisory Board are informed at regular meetings. Further information on the risk management of the ÖBB-Infrastruktur Group can be found in section B.2 . Key risks and uncertainties . Ecological and social responsibility are just as firmly anchored in the ÖBB Group strategy and thus also in the ÖBB- Infrastruktur Group as economic success. To meet growing demands, a Group-wide ESG upskilling training programme was held for the first time in 2024. The aim is to provide the administrative, management and supervisory bodies with the necessary sustainability-related expertise regarding relevant legal obligations, as well as potential risks, opportunities and the resulting benefits for ÖBB and, consequently, for the ÖBB-Infrastruktur Group. Attendance is mandatory for members of the Supervisory Board, members of the Management Board and managing directors of the ÖBB-Infrastruktur Group, and this requirement has been extended to new members in 2025 as well. ESRS 2 GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies Internal structures have been created in the ÖBB-Infrastruktur Group to promote the systematisation of professional sustainability management and to manage sustainability issues holistically. The Supervisory Board is regularly informed about the progress made in implementing the #INFRA.sustainabilitystrategy. (#INFRA.Nachhaltigkeitsstrategie). Continual dialogue with ÖBB-Holding AG is also essential to define and work on priorities and current key issues for the ÖBB Group. For this reason, ÖBB-Holding AG implemented a sustainability board in 2021. At this level, the CEO, members of the Management Board and managing directors of all subgroups have the opportunity to discuss the most important sustainability issues several times a year and define the Group’s strategic direction in these areas. In addition, a Group- wide sustainability platform has been established where the respective sustainability officers from ÖBB-Holding AG and the subgroups coordinate on a quarterly basis with regard to Group-wide sustainability issues and implementation measures for the ÖBB sustainability strategy. Diversity of the members of the administrative, management and supervisory bodies of ÖBB-Infrastruktur AG (31.12) 2025 2024 Executive members (headcount) 3 3 thereof women (in %) 66.7 66.7 thereof men (in %) 33.3 33.3 thereof other genders (in %) 0.0 0.0 Non-executive members *) (headcount) 9 9 thereof women (in %) 33.3 55.6 thereof men (in %) 66.7 44.4 thereof other genders (in %) 0.0 0.0 Employee representatives (headcount) 3 3 thereof women (in %) 0.0 33.3 thereof men (in %) 100 66.7 thereof other genders (in %) 0.0 0.0 Percentage of independent board members 100 100