Remuneration Report

Introduction

The purpose of this report is to present the remuneration policy for the Board of Directors of Alcyone and its implementation. The Supervisory Board is responsible for the preparation and content of the report.

Remuneration of the Board of Directors

In recruiting the new Executive Board, the Supervisory Board applied the following principles.

The remuneration shall be of such a nature and extent that:

• A qualified and competent board can be attracted and retained;

• The long-term interests of the shareholders and the director run parallel as much as possible.

The total remuneration is based on current remuneration for companies of similar size and complexity and the actual time spent. For the time being, the size of Alcyone is relatively limited, with the directors of the operating companies having operational management responsibilities. From this perspective, the total remuneration of the board consists of fixed agreed remunerations. This can be done in a fixed amount to be determined annually or on the basis of a management contract in which a fixed fee is agreed linked to actual time spent. The board is not granted variable performance remuneration, either in cash or in shares.

Each year, the Supervisory Board evaluates whether the time spent and the contribution of the Board to long-term value creation should lead to an adjustment in the remuneration structure of the Board. As a result, depending on the realisation of the strategy and the associated long-term value creation, it may be decided to adjust the remuneration structure.

Fixed part of the remuneration

The Board did not enter into an employment contract with Alcyone or its subsidiaries, but management agreements for a definite and indefinite period of time with a short notice period of two months. The management agreements assume an average part-time commitment. In 2022, the management fee amounted to € 93 thousand excl. VAT. VAT, incl. reimbursement of expenses. The fee may be revised if explicit deviation from the assumed average time commitment is foreseen.

For the time being, the Supervisory Board does not consider a greater commitment or higher remuneration necessary to be able to provide the desired qualitative staffing of the Executive Board so that the strategy aimed at growth and value creation can be properly implemented. It is considered important to keep costs under control at the level of the Alcyone, which currently has an administrative task in particular. For this reason, no increase in the number of members of the Executive Board is planned in the short term.

Variable part of the remuneration

No specific targets and associated variable components, such as a bonus or profit sharing, have been agreed. The primary operational responsibility lies with the management of Taygeta and Sterope and not with the Executive Board.

Fringe benefits

Since there is no employment contract, no fixed fringe benefits have been agreed with the Executive Board. Business expenses, including those for travel by car, are reimbursed by Alcyone on a claim basis. The Board takes care of its own pension provision.

Severance pay

No compensation for termination of the contract has been agreed.

Change of control

Nothing has been agreed on this. This is also not considered necessary due to the flexible nature of the agreed termination option.

Ultimate remedium

In accordance with Section 2:135(6) of the Dutch Civil Code, the Supervisory Board has the right of ultimate remedium. This means that the Supervisory Board is authorised to adjust the value of the previously allocated variable remuneration components upwards or downwards. This is if, in his opinion, the remuneration leads to unfair outcomes due to extraordinary circumstances in the period in which predetermined performance criteria have been or should have been achieved. Above all, this fairness also takes into account social values and norms. Since no variable remuneration was granted to the Executive Board this reporting year, the above is not the case.

Claw back

In accordance with Article 2:135(8) of the Dutch Civil Code, the Supervisory Board has the right of claw-back. This is the power to reclaim from the director a variable remuneration granted on the basis of incorrect (financial) information. This applies to both short-term and long-term bonuses and to bonuses awarded/paid as well as bonuses not yet awarded/paid. So far, there are no specific objectives for Alcyone's Executive Board, nor have any associated variable components, such as a bonus or profit sharing, been agreed.

Remuneration 2023

In the absence of the Executive Board, the Supervisory Board has evaluated the objectives for 2023 and determined that there is no reason to adjust the remuneration package of the Executive Board. The following amounts related to the remuneration of the members of the Executive Board are included in the profit and loss account 2023 and 2022:

_{x € 1.000}

Pay ratio

Pursuant to the Corporate Governance Code, the company is required to report on the remuneration ratios. The ratio reflects the ratio between the CEO's remuneration and the average indirect salary costs. The Supervisory Board considers the ratio acceptable and will continue to monitor the development of this ratio.

_{x € 1,000, unless otherwise indicated}

Shareholding of the Board of Directors

The Board of Directors did not hold any Alcyone shares during 2023.

Remuneration of the Supervisory Board

Each year, the General Meeting of Shareholders determines the remuneration of the members of the Supervisory Board. The remuneration can be reviewed annually and adjusted if necessary. The supervisory board member's remuneration consists of only one component: a fixed annual remuneration. There is no relationship between the performance of the company and the remuneration of the supervisory director. The members of the Supervisory Board do not receive any performance- or equity-related remuneration and do not accrue any pension rights with Alcyone.

The members of the Supervisory Board are not granted shares, stock options or other share-based remuneration elements. The members of the Supervisory Board are bound by the insider trading regulations applicable at Alcyone.

It should be noted that David Gilmour is a director of Mirach NV. Mirach NV holds a (direct and/or indirect) interest in Alcyone of 60% - 70%. He is also a shareholder in Alcyone through his personal company Mesarthim Holding BV.

Alcyone has not provided any loans to or guarantees for the members of the Supervisory Board.

The following amounts related to the members of the Supervisory Board are included in the profit and loss account 2023 and 2022:

_{x € 1.000}