Remuneration of the Supervisory Board

The Supervisory Board of Carl Zeiss Meditec AG (the “Supervisory Board”) advises and monitors the management activities of the members of the Management Board and performs the duties incumbent upon it by law and under the Articles of Association. It is involved in setting the strategic direction of the Company, and in planning and all major decisions.

Taking into account the responsibilities associated with the Supervisory Board mandate and the time commitment involved, the members of the Supervisory Board receive appropriate remuneration that reflects the requirements and scope of their activities. In addition, remuneration of the Supervisory Board that is also appropriate in terms of the market ensures that the Company will continue to have qualified candidates for the Supervisory Board at its disposal in future. Appropriate remuneration of the members of the Supervisory Board thus also promotes the business strategy and the long-term development of Carl Zeiss Meditec AG.

The remuneration set out in Article 19 of the Articles of Association is considered to be in line with the market compared with other MDAX companies.

The members of the Supervisory Board receive fixed remuneration, fringe benefits (consisting of reimbursement of expenses and insurance cover) and additional remuneration for committee activities and meeting attendance fees.

The basic remuneration for each member amounts to €30.0k. The Chairperson receives double this amount and the Deputy Chairperson one-and-a-half times this amount. Members of committees receive an additional €5.0k, with the exception of members of the Nominating Committee and the Chairman and Deputy Chairman of the General and Personnel Committee. In addition, the Chairperson of the Audit Committee receives one-and-a-half times the basic remuneration. Each Supervisory Board member attending a Supervisory Board or committee meeting receives an attendance fee of €1.0k.

The Company believes that exclusively fixed remuneration best serves the independent supervisory and advisory function of the Supervisory Board and strengthens the independence of its members. Variable, performance-related remuneration elements are deliberately not granted in order to avoid possible misplaced incentives. Furthermore it is recommended that the members of the Supervisory Board do not hold shares in the Company.

The following table provides a breakdown of the total remuneration paid to each member of the Supervisory Board in the 2024/25 fiscal year. No remuneration-related legal transactions within the meaning of Section 87a (1), sentence 2 No. 8 AktG were concluded. As remuneration is determined in the Articles of Association, the remuneration or employment conditions of employees were not taken into account when determining it. Furthermore, the Company did not pay members of the Supervisory Board any additional remuneration or benefits for personally rendered services (in particular consultancy and agency services) in the 2024/25 fiscal year.