ÖBB Annual Report 2023

Corporate Governance 38 Corporate Governance Report* * The following pages contain an excerpt from the Corporate Governance Report. The full report is available in german language on our website at konzern.oebb.at/cg2023 . The ÖBB Group is committed to the Federal Public Corporate Governance Code (B-PCGK) 2017 and produces an overall Group report in accordance with the Group's organisational structure. Besides a general section, this report contains four chapters: ÖBB-Holding AG, ÖBB-Infrastruktur AG, ÖBB-Personenverkehr AG and Rail Cargo Austria AG – including the listed investments in each case. The overall report is published on the ÖBB website. Notes – No academic titles are indicated in the comments on the members of the management and supervisory bodies. All figures specified relate to the period ending on 31.12 of the year under review. – The capital representatives on 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 to the extent and scope of their work for the respective companies. Insofar as members of the Supervisory Board are federal civil servants, their remuneration (with the exception of meeting fees) is transferred to the account of the Federal Ministry of Finance. In the year under review, this concerns Mr Herbert Kasser with regard to his roles in the supervisory bodies of ÖBB-Holding AG and ÖBB-Infrastruktur AG. In addition to that remuneration, members of a Supervisory Board are reimbursed for actual expenses incurred in connection with the exercise of their function against appropriate documentation. The employee representatives receive no Supervisory Board remuneration. Remuneration Attendance fee • EUR 14,000 annual basic quota per Supervisory Board member • Chairperson: Supplement 100% • Deputy Chairperson in ÖBB-Holding AG: Supplement of 50% • EUR 800 per member of the Supervisory Board for each meeting of the Supervisory Board, the Presiding Committee or a committee. – Executive Management remuneration includes fixed and variable salary components. As a rule, the payment of the variable remuneration occurs in the following year, as the achievement of objectives is only determinable on completion of the annual financial statements. The variable remuneration granted to the Executive Management in 2023 for the 2022 financial year is shown accordingly. Rounding differences may occur as the rounded presentation includes figures not shown that are subject to precise internal calculation. – The rules of procedure for the Executive Board regulate the allocation of responsibilities and the cooperation of the Executive Board. In addition, the Rules of Procedure contain reporting and information requirements for the Executive Board. The rules of procedure for the Supervisory Board contain a list of those measures that require the approval of the Supervisory Board or its committees. This also includes important business cases of the subsidiaries and second-tier subsidiaries.