Supervisory Board

As a rule, the Supervisory Board conducts its self-evaluation at its December meeting. Due to the restructuring process of KTM AG, which was initiated at the end of November 2024, and the extensive activities connected with it, no self-evaluation within the meaning of C-Rule 36 of the Austrian Code of Corporate Governance was carried out in financial year 2024 as an exception.

In accordance with the Stock Corporation Act, the Supervisory Board established an Audit Committee to perform its scheduled supervisory and control functions.

The Audit Committee is responsible for the auditing and preparation for the establishment of the annual financial statements, the proposed distribution of net income and the management report, as well as the auditing of the consolidated financial statements and the corporate governance report. The Audit Committee makes a proposal for the selection of the auditor and presents the proposal of the Supervisory Board to the Annual General Meeting for voting. In line with C-Rule 81a of the ÖCGK, the Audit Committee must establish a mutual line of communication with the financial auditor in a meeting.

Dinesh Thapar, Michaela Friepess und Ewald Oberhammer were elected as new members of the Audit Committee of PIERER Mobility AG in June 2025, so that the Audit Committee still has three members. The Audit Committee held three meetings during the 2024 financial year, in which a representative of the certified public accountant also participated.

Michaela Friepess was elected as a new member of the Remuneration Committee of PIERER Mobility AG in June 2025, so that the Remuneration Committee still has two members. The Committee for Compliance, Investor Relations (IR) and Sustainability (ESG) has been expanded from two members to three members: Dinesh Tapar and Ewald Oberhammer were elected as new members in June 2025. The Remuneration Committee and the Committee for Compliance, IR and ESG each met once in the 2024 financial year.

Since the Supervisory Board consists of no more than six members, the tasks of the Nomination committee are fulfilled by the entire Supervisory Board.

• Audit Committee:

  Dinesh Thapar (Chairperson, financial expert),

  Michaela Friepess (Deputy Chairperson),

  Ewald Oberhammer (Member).
  
  

• Remuneration Committee:

  Srinivasan Ravikumar (Chairperson),

  Michaela Friepess (Deputy Chairperson).
  
  

• Committee for Compliance, Investor Relations (IR) and Sustainability (ESG):

  Michaela Friepess (Chairperson),
  Dinesh Thapar (Deputy Chairperson),

  Ewald Oberhammer (Member).

Independence Criteria for the Supervisory Board of PIERER Mobility AG to Austrian Corporate Governance Code:

A member of the Supervisory Board shall be deemed to be independent if said member does not have any business or personal relations with the company or its Executive Board that constitute a material conflict of interests and are therefore capable of influencing the behavior of the member.

The independence of the Supervisory Board members is defined by the following guidelines:

Criterion 1: The Supervisory Board member was not a member of the Executive Board or a top executive of PIERER Mobility AG or a subsidiary of the company during the previous five-year period.

Criterion 2: The Supervisory Board member does not or did not maintain any business relationships with the company or a subsidiary of the company in the previous year of a scope which may be considered significant for the Supervisory Board member. This also applies to business relationships with companies in which the Supervisory Board member has a considerable economic interest, but not to performing roles on committees within the Group. Approval of individual transactions by the Supervisory Board pursuant to L-Rule 48 of the Austrian Code of Corporate Governance does not automatically disqualify the Supervisory Board member from being independent.

Criterion 3: The Supervisory Board member was not an auditor of the company, a shareholder or employee of the auditing company during the previous three years.

Criterion 4: The Supervisory Board member is not a member of the Executive Board of another company, in which a member of the Executive Board of PIERER Mobility AG serves on its Supervisory Board.

Criterion 5: The Supervisory Board member has not been on the Supervisory Board of the company for more than 15 years. This does not apply to Supervisory Board members, who are shareholders with a direct investment in the company or who represent the interests of such a shareholder.

Criterion 6: The Supervisory Board member is not a close family member (direct descendant, spouse, common law spouse, parent, uncle, aunt, sibling, niece or nephew) of a member of the Executive Board of the company or of people who fulfill one of the other criteria described above.

The members of the Supervisory Board of PIERER Mobility AG admit all criteria of independence pursuant to C-Rule 53 and declare themselves to be independent.

According to C-Rule 54 of the Austrian Code of Corporate Governance, the Supervisory Board of the company shall include at least one independent member delegated by the shareholders who is not a shareholder with a share of more than 10% or who represents such a shareholder’s interests. Ewald Oberhammer, Ernst Chalupsky and Iris Filzwieser are independent as per C-Rule 54 ÖCGK.