Remuneration report

The following Remuneration Report describes the principles of the remuneration policy at Zurich Airport Ltd. as well as the associated decision-making powers and the components of remuneration.

1. Remuneration policy at Zurich Airport Ltd.

1. Foundations and principles

The remuneration philosophy of Zurich Airport Ltd. is geared to a corporate strategy oriented toward sustainable success. Market-based, performance-oriented remuneration creates the conditions for recruiting and retaining qualified, committed employees in a competitive labour market. The remuneration system is simply structured, clear and transparent. The basic structure of the companyʼs existing remuneration system has been unchanged for a long time; over the years there have merely been adjustments to individual aspects. The pension contribution system for the Management Board is essentially the same as for other salaried employees based at the Zurich site. The only difference is that contributions to the pension fund for the variable salary component of Management Board members are paid in full by the employer. No severance payments are made to the Board of Directors or to the Management Board, and there are no rules pertaining to the clawback of compensation in certain circumstances.

2. Components and methods of determination

For the remuneration of members of the Board of Directors

In order to ensure the independence of the active members of the Board of Directors in the performance of their supervisory duties, their remuneration consists exclusively of a fixed remuneration package comprising an annual lump sum plus payments for attending meetings. Members of the Board of Directors receive no performance-related remuneration. Annual lump-sum payments are made in respect of their work on the Board of Directors and its committees (which it may form as and when required). The number of meetings of the Board of Directors and its committees and the number of committees are determined based on business requirements. The total amount to be proposed to the Annual General Meeting for prospective remuneration is designed to also cover financial years in which the Board of Directors faces exceptional situations. The attendance allowances are calculated on the basis of a memberʼs participation in meetings of the Board of Directors and its committees. The amount payable is currently CHF 2,875 per meeting. The applicable amounts for the lump sums and attendance allowances are defined according to the gross principle. They define all fees to be paid by the company including all statutory social security and occupational pension fund contributions payable by the company.

The Board of Directors evaluated the existing remuneration model during the reporting year and asked external consultants PwC (PricewaterhouseCoopers AG) to review the model and level of remuneration compared with a group of similar listed Swiss companies. During the reporting year, Zurich Airport Ltd. engaged PwC for further management consultancy for individual departments.

As Zurich Airport Ltd. is part of the SMIM® stock index (SMI Mid), companies on this index were used as benchmarks. The benchmarked companies included ones with a similar level of market capitalisation, revenue and employees, but excluded ones from the financial sector for example. The benchmark group for the remuneration model therefore comprises the following companies:

The evaluation findings were incorporated in a new fee model for the Board of Directors which now has a more market-oriented structure. It now integrates the attendance allowances in function-dependent flat-rate fees for members of the Board of Directors and for committee chairs and members. The flat rates used are based on the median remuneration in the benchmark group. As the attendance of the Chairman of the Board as a guest of some committees without voting rights is in their capacity as chair of the board, it is not additionally remunerated. The flat-rate fees reflect the working time and the necessary risk management associated with the various committees and individual functions, also with reference to market rates. The remuneration model also differentiates according to the role of the particular member on the Board of Directors (chair, vice chair, member) and their function in the committees (chair, member), with the additional workload of chairpersons being recognised. The levels of attendance allowance are lower than in the original model and allowances are payable solely for unplanned extraordinary meetings of the Board of Directors. As before, no flat-rate expenses are paid. Remuneration is paid solely in cash, not in the form of shares as the latter form of compensation is not suitable for representatives of the canton and the city of Zurich and the fee model is intended to apply to all board members.

Following due consideration of the above-mentioned criteria, the Board of Directors has determined the new fee model and allowances as recommended by the Nomination & Compensation Committee. This takes into account the remuneration amount already approved for the 2024 financial year by the Annual General Meeting.

From the 2024 Annual General Meeting onwards, the new Board of Directors fee model will be as follows:

The Nomination & Compensation Committee will regularly review the fee model to verify that the chosen criteria continue to be appropriate and are adequately reflected. The fee model can be adjusted again by the Board of Directors if necessary.

For the remuneration of members of the Management Board

Remuneration of members of the Management Board is based on individual employment contracts and comprises a fixed component (fixed salary and benefits) and a variable performance-related component plus employer contributions to social security and pension funds. Two thirds of the variable remuneration is paid out in cash and one third in shares. The shares are blocked for a period of four years, which ensures that the incentives include an element oriented to long-term perspectives.

The fixed component is determined on a discretionary basis, while the variable component is based on the degree to which the target for the companyʼs success set by the Board of Directors for the respective financial year was achieved. EBIT according to financial planning (excluding the influence of aircraft noise) has been adopted as the target. The target bonus proposed for 100% achievement of the target amounts to 100% of the fixed salary for the CEO and 50% of the fixed salary for the other members of the Management Board. If the target is exceeded, variable remuneration is limited to 150% of the target bonus. In the event that achievement falls below 70% of the target, there is no entitlement to variable remuneration. In accordance with the Articles of Association and the regulatory provisions, the Board of Directors can use its discretion to adjust the variable remuneration in justified exceptional cases, while bearing the upper limit of 150% of the target bonus in mind. The Board of Directors will review the variable remuneration scheme during the current year 2024.

The amounts concerned are set each year by the Board of Directors as proposed by the Nomination & Compensation Committee. Members of the Management Board do not participate or have any say in these decisions of the Board of Directors.

3. Approval by the Annual General Meeting

Each year, the Annual General Meeting holds a binding vote on the aggregate amount of remuneration for the Board of Directors and the Management Board. On the basis of Article 30 of the companyʼs Articles of Association, this vote is held prospectively; that is, the maximum aggregate amounts that could be paid to the members of the Board of Directors and the Management Board during the following reporting period are submitted to the Annual General Meeting for approval.

In accordance with Article 30 para. 2 of the Articles of Association, an additional sum of 30% of the approved aggregate amount is available as necessary for the remuneration of any subsequently nominated members of the Management Board (per additional member); this sum does not require the approval of the Annual General Meeting.

As the amounts actually to be paid out depend in part on factors not yet known when these amounts are approved (for remuneration of the Board of Directors the actual number of meetings, for remuneration of the Management Board the consolidated result), this prospective method of approval requires that theoretical maximum amounts be used by the Annual General Meeting as a basis for their approval decisions. The remuneration actually paid out for a specific reporting period will be stated the following year in the Remuneration Report, which will be presented to the Annual General Meeting for approval on a consultative basis.