ÖBB Annual Report 2023

Corporate Governance 40 Declaration of compliance / deviations The B-PCGK is applied in the ÖBB Group and complied with in accordance with the explanations in this report. Where deviations from the Code rules are indicated, these result primarily from the organisational structure of the ÖBB Group and are explained accordingly. – As regards ÖBB-Infrastruktur AG, no B-PCGK has been implemented by WS Service GmbH. This is due to the fact that the analogous application of the “governance structure” of the minority shareholder was agreed upon for WS Service GmbH. – OBB ITALIA S.R.L. as well as individual companies within Rail Cargo Austria AG based abroad have not yet implemented the B-PCGK or the implementation is not possible at present due to the lack of a majority shareholding (no consent of the co-owner(s)). – All Group companies have liability insurance for the management and – if established – supervisory bodies. The two-tier trigger policy is not applied (C Rule 8.3.3.1), as it hardly exists in Austria or in German-speaking countries due to the risk assessment and would therefore be difficult to implement due to the small number of providers and would lead to a strong increase in premium expenses. – At ÖBB-Business Competence Center GmbH, ÖBB-Produktion GmbH, ÖBB-Technische Services-GmbH, Rail Cargo Logistics Austria GmbH, ČSAD AUTOBUSY České Budějovice a.s. and Rail Cargo Operator – ČSKD s.r.o., the Supervisory Board did not have an equal number of men and women as of 31.12.2023 within the meaning of C Rule 11.2.1.2. – C Rule 11.6.6, which stipulates that a member of the supervisory body should not at the same time be a member of the shareholders' meeting, is not complied with except at ÖBB-Holding AG, as such a combination of roles is permissible under stock corporation law and represents a recognised and customary management instrument for corporate groups. In this sense, the members of the Management Board of ÖBB-Holding AG are at the same time members of the Supervisory Boards of the subsidiaries and their Management Board members are in turn members of the Supervisory Boards of their subsidiaries. As a result, the members of the Supervisory Boards are also members of the respective shareholders' meeting. The discharge is effected by the other two members of the Management Board / Executive Management or authorised signatories, ensuring that no self-discharge occurs.