Remuneration report

Introductory remarks to the remuneration report

The remuneration report of Zurich Airport Ltd. for the financial year 2025 provides a transparent and detailed overview of the remuneration paid to the members of the Board of Directors and the Management Board in the reporting year. Our remuneration system is designed to be competitive, focused on sustainable performance and geared towards attracting, motivating and retaining qualified talent over the long term. At the same time, it promotes the company’s success and safeguards the interests of our shareholders.

Year in review

Overall, Zurich Airport Ltd. was able to continue its profitable growth trajectory in 2025. For further details on target setting and target achievement of the key data, please refer to the letter to shareholders.

Changes in the composition of the Board of Directors and the Management Board

On 1 May 2025, Beat Schwab was delegated to the Board of Directors as the mandated representative of the Canton of Zurich (alongside Carmen Walker Späh and Beatrix Frey-Eigenmann). In this role, he was elected as a new member of the Nomination & Compensation Committee (NCC) at the Annual General Meeting (AGM) on 14 April 2025, as Vincent Albers’s mandate on the Board of Directors ended and he relinquished his seat on the NCC as a result.

There were no changes to the composition of the Management Board in the reporting year.

Shareholder engagement

GRI 2-20

At the 2025 Annual General Meeting, the remuneration report received an approval rate of less than 80%. Zurich Airport Ltd. used this result as an opportunity to gain a better understanding of the concerns of shareholders and proxy advisors and carried out an in-depth analysis of the current remuneration system compared with Swiss market practice. The points of criticism regarding the coverage of disclosure and the structure of the remuneration system are outlined below together with the considerations of Zurich Airport Ltd.

Shareholders’ concerns with respect to remuneration disclosure

Considerations by Zurich Airport Ltd. and planned measures

No disclosure of performance target and target achievement in variable remuneration

We have significantly improved the disclosure of performance targets by showing the payout curve (including target, minimum and maximum) for the EBITDA margin and describing it in more detail in text. The same applies to target achievement, which we present using a chart and explain in text.

No disclosure of breakdown between total remuneration of the Board of Directors and social security contributions

Social security contributions are shown separately from total remuneration of the Board of Directors in the remuneration table.

No disclosure of annualised fixed basic salary for the CEO

At this time, no new CEO appointments have occurred during the year, which is why the table remains unchanged. If a CEO joins during the year in future, their annualised basic salary will be provided in a footnote to the remuneration table for the Management Board.

No individual disclosure of remuneration for other members of the Management Board

Zurich Airport Ltd. follows Swiss market practice and dispenses with individual disclosure.

Full payment of Board of Directors fees in cash

Fees paid to members of the Board of Directors who also hold an executive office with the Canton of Zurich or the City of Zurich are not paid to the individual persons, but rather directly to the Canton of Zurich or the City of Zurich respectively (in part). In order to safeguard the percentage stakes, taking into account the general political conditions and in the interests of equal treatment, the remuneration of the Board of Directors is accordingly paid in full in cash.

No long-term variable remuneration component (“long-term incentive”)

Variable remuneration consists of a short-term and a long-term component. While the current component is paid in cash, the long-term component consists of shares blocked for more than four years. Zurich Airport Ltd. will review the variable components in the course of 2026.

Use of only one financial performance indicator in short-term variable remuneration

In 2025, additional qualitative key performance indicators (KPIs) were introduced as part of variable remuneration in addition to the financial key figure EBITDA margin. The following KPIs have been defined for 2025: sustainability, customer and passenger satisfaction, and recommendation rate/employee satisfaction. The qualitative targets and target values are reviewed annually by the Board of Directors and, if necessary, adjusted.

No clawback clauses in place

Clawback clauses for variable remuneration were introduced in 2025.

No shareholding regulations in place

Shareholding rules were introduced for the Management Board in 2025. The provisions of the shareholding regulations include the shareholding amounting to at least 200% of the basic salary for the CEO and at least 100% of the basic salary for the other members of the Management Board.

Discretionary decision of the Board of Directors on target achievement for variable remuneration

The achievement of the targets for the variable remuneration is measured and assessed based on the actual performance against the targets set.

Claudia Pletscher

Beat Schwab

Guglielmo Brentel

Josef Felder

Remuneration at a glance

1. Remuneration system of the Board of Directors

The remuneration for members of the Board of Directors (BoD) generally consists of fixed remuneration with annual lump-sum payments. The members of the BoD receive no performance-related remuneration.

Board Chair1

Board Vice Chair

Board member

Board of Directors’ fees

430,000

150,000

135,000

1No further compensation for participation as a guest in committees and other obligations as Chairman of the Board of Directors.

The following annual lump sums apply for committee functions:

Chair

Member

Audit & Finance Committee (AFC)

35,000

25,000

Investment Committee (IC)

30,000

25,000

Nomination & Compensation Committee (NCC)

30,000

25,000

Public Affairs Committee (PAC)

15,000

10,000

For extraordinary BoD meetings, attendance fees of CHF 1,500 per meeting and participation are paid.

2. Remuneration system of the Management Board

The remuneration for members of the Management Board consists of a fixed basic salary (basic remuneration and benefits in kind) as well as performance-based, variable remuneration, plus employer social security and occupational pension contributions. Variable remuneration consists of a short-term component, two-thirds of which is paid out in cash, and a long-term component, one-third of which is paid out in blocked shares.

Remuneration component

Purpose

Instrument

Basic salary including social security and occupational pension contributions payable by the employer

Pay for function and relevant experience

Cash

Short-term component of variable remuneration (2/3)

Remuneration based on target achievement of the defined key performance indicators

Cash

Long-term component of variable remuneration in shares (1/3)

Shares with a blocking period of 4 years

3. Remuneration paid in 2025 and the approved totals

The remuneration awarded to the BoD for financial year 2025 is within the limits of the remuneration approved by the shareholders at the 2024 Annual General Meeting.

The remuneration awarded to the Management Board for financial year 2025 is within the limits of the remuneration approved by the shareholders at the 2024 Annual General Meeting.

Total remuneration paid for the 2025 financial year (CHF)

Total approved by the AGM for the 2025 financial year (CHF)

Remuneration of the Board of Directors

1,699,661

1,900,000

Remuneration of the Management Board

5,206,515

6,500,000