4.2 2024 Remuneration report

The Supervisory Board hereby presents the remuneration report for the members of the Board of Directors under the articles of association and the Supervisory Board for the 2024 financial year.

The remuneration report complies with the provisions of Article 2:135(b) of the Dutch Civil Code and the Corporate Governance Code. The remuneration report provides information about the remuneration policy pursued during the 2024 financial year to ensure transparency for all stakeholders. On 8 April 2021, the annual general meeting adopted the current remuneration policy for the Board of Directors.

The purpose of the remuneration policy for the Board of Directors (Board of Directors remuneration policy) is–by analogy with the policy for employees–to be able to attract, motivate and retain qualified and experienced people for our Board of Directors under the articles of association.

The Board of Directors remuneration policy resonates fully with Nedap's vision and strategy. It focuses on the company's continuity and is geared toward sustainable long-term value creation, offering remuneration that is intended to foment ongoing development of employees and the organization, so as to ensure the continued success of Nedap's products and technologies in the various markets in which Nedap operates. Scenario analyses were considered in drawing up the remuneration policy and before calculating individual directors' remuneration.

Accountability for remuneration policy implementation in 2024

At the annual general meeting of 11 April 2024, the 2023 remuneration report was approved by a majority of votes cast (99.93%). Upon review and consideration of this meeting's proceedings on this subject, no amendments to the 2024 remuneration report were deemed necessary. Consequently, the report has been drawn up in the same way.

This 2024 remuneration report will be submitted to an advisory vote at the 2025 annual general meeting, thus rendering account on the implementation of the remuneration policy in the 2024 financial year. The Supervisory Board will take the result of this advisory vote into account and cite it in the remuneration report for 2025.

Transition to the new remuneration policy for the Board of Directors as of 1 January 2025

At the annual general meeting of 17 April 2025, a revised remuneration policy will be presented for adoption, to take effect from 1 January 2025. This policy reflects updates in alignment with Nedap's strategic objectives, governance best practices, and market standards. If adopted, the 2025 remuneration report will provide an account of the first year of implementation under this revised policy.

Remuneration summary

The table below provides a summary of the costs for the current members of the Board of Directors under the articles of association as recognized in the financial statements.

The table below provides a summary of the remuneration awarded to the current members of the Board of Directors under the articles of association.

• 1The basic salary does not include the employer's social security contributions.
• 2'Depositary receipts' means 'certificates'.
• 3This is the amount of the discount given on the purchase of depositary receipts in the financial year.
• 4This is the value of the depositary receipts awarded.

Fixed annual income

The fixed annual income is in line with the current remuneration policy and incremented at the same rate as the rate used for employees, as agreed in Nedap's collective labor agreement.

Variable annual income

Based on the remuneration policy and on previously set targets, the Supervisory Board has determined the variable component of the annual income for 2024 payable to the Board of Directors under the articles of association. The remuneration policy states that 50% of the variable component is determined by financial targets, 25% by employee engagement targets, and 25% by sustainable organizational and revenue model targets.

Financial targets

The financial targets have been split up into four sub-targets. The table below shows each sub-target, along with the extent to which it was achieved in the 2024 financial year and how much of the variable remuneration it represents.

Based on the above table, the Board of Directors is awarded a financial targets-related variable component of their annual income that represents 11% of their fixed annual income.

Employee engagement targets

Employee engagement remains a key priority at Nedap. In 2024, Nedap transitioned to a new employee voice tool to better align with its evolving needs. The first global survey results confirm that Nedap is not only positioned in the highest quartile of employee engagement, but now ranks among the top 10% of technology companies. This is a particularly notable achievement given the organization’s ongoing transformation and strategic repositioning.

In line with Nedap's strategic direction, the company further refined its organizational structure by introducing new managing director roles to lead its key markets. These roles, with an extended accountability compared to the existing role of business unit leader, strengthen leadership at the highest level and create a structured pipeline for future executive talent. In line with the plan, three of the four roles have been successfully filled, while the search for the fourth position is in an advanced stage. Additionally, Nedap made significant progress in fostering collaboration within its senior leadership team. In 2024, a dedicated development program was launched to accelerate leadership and to enhance teamwork and cohesion, further strengthening leadership effectiveness and Nedap's ability to navigate future challenges.

To improve internal alignment and accessibility to information, Nedap successfully implemented Nedap Spark as a unified communication platform. This transition has streamlined communication by consolidating multiple existing platforms, supporting Nedap's DEI policy on transparency by making important content globally accessible and available in English.

Concluding that the Board of Directors has demonstrated strong progress in this area, the Supervisory Board has allocated the Board of Directors 22% variable pay for their achievements on Employee Engagement targets.

Sustainable organizational and revenue model targets

In 2024, Nedap further refined its strategic direction by sharpening the strategic plans for its four key markets and defining the overarching company strategy. While maintaining flexibility, greater consistency was introduced in how strategies are documented and communicated. These refinements now serve as the foundation for internal alignment and shareholder communication.

To strengthen investor confidence and ensure a clear and consistent market positioning, Nedap developed a new equity story based on the Step Up! strategy, which was presented at the Capital Markets Day on November 7, 2024. Nedap's positioning as a leader in Digital Twin Technology with a strong focus on SaaS solutions was well received by investors and stakeholders.

On the sustainability front, Nedap set clear targets and action plans for key material topics, ensuring compliance with CSRD guidelines. The external auditor has confirmed that Nedap's CSRD implementation meets the required reporting standards, supporting the accuracy and completeness of sustainability disclosures in the 2024 Annual Report.

Based on the significant progress made, the Supervisory Board has awarded the Board of Directors 23% variable pay for their achievements on Sustainable Organizational and Revenue Model targets.

To recap, the Supervisory Board acknowledges that while financial performance in 2024 did not meet all expectations, the Board of Directors delivered strong results in key non-financial areas. Notably, Nedap achieved outstanding employee engagement, further strengthened its leadership structure, refined its strategic direction, and ensured compliance with CSRD guidelines. Based on these achievements and in line with the remuneration policy, the Supervisory Board awards the Board of Directors under the articles of association a variable annual income totaling 56% of the fixed annual income. In calculating the variable annual income, account was taken of scenario analyses.

Directors pay mix

Board member remuneration scenarios (as % of basic salary)

Deferred remuneration/MPP

Under the remuneration policy, directors under the articles of association have to use at least 50% of their variable annual income for 2024 to buy depository receipts for Nedap shares, which are subsequently locked up for a period of five years. After four years, one bonus depositary receipt is awarded for every four depositary receipts held. If the targets have been met, the variable annual income will be 60% of the fixed annual income. Total remuneration will then be 62.5% fixed annual income and 37.5% variable annual income. The CEO and CCO have opted to use the full amount of their variable pay to purchase depositary receipts. The CFO has opted to use 75% of her variable pay to purchase depositary receipts.

_{If a director or Supervisory Board member was a member of the Board of Directors or Supervisory Board for only part of a year, their remuneration is presented on a pro rata basis for comparison purposes. The change in remuneration for the members of the Board of Directors and Supervisory Board is measured by dividing remuneration for the financial year by remuneration received in the previous financial year. If the date of appointment as director under the articles of association or Supervisory Board member is not 1 January, the change is recognized on a pro rata basis in the financial year following the year of joining.}

_{The 2024-2020 column shows the relative change as at year-end 2024 compared to the beginning of 2020.}

^{The change in Nedap's performance in any financial year is the change in the closing price of Nedap shares in the financial year, plus the dividend paid for the financial year, divided by the closing price of Nedap shares in the previous financial year.}

^{The definition of the CEO pay ratio and the change in median employee pay was changed in the 2021 financial year. Nedap follows the recommendation by the Corporate Governance Code Monitoring Committee as of the 2021 financial year. Based on this definition, the CEO pay ratio would have been 9.7 in 2020. Please refer to the pay ratio paragraph in this section for the definition of the pay ratio.}

Use of penalty and recovery scheme

This scheme was not used.

Deviations from the remuneration policy

There were no deviations from the remuneration policy. The company has not granted members of the Board of Directors any loans or guarantees.

Pay ratio

Nedap follows the recommendation made by the Corporate Governance Monitoring Committee. In its recommendation, the committee defines pay ratio as follows: the ratio of (i) total annual CEO pay to (ii) the median annual pay of the employees of the company and group companies consolidated in the company’s financial statements, whereby:

• The total annual CEO pay includes all pay components (fixed pay, variable pay in cash (bonus), share-based pay, social security contributions, pension, expense allowance, etc.), as recognized in the (consolidated) financial statements prepared based on IFRS accounting standards.

• Employees' median annual pay is calculated by dividing total wage and salary costs in the financial year (as recognized in the (consolidated) financial statements prepared based on IFRS accounting standards) by the average number of FTEs at the company during the financial year. The pay of insourced external workers is factored in on a pro rata basis, on the condition that they worked for the company for at least three months during the financial year.

• The value of the share-based part of the pay is calculated on the date that it is awarded, as per the applicable IFRS accounting standards requirements.

• The pay ratio for 2024 is 9.2. In 2023, the pay ratio was also 9.2.

Supervisory Board member remuneration

On 8 April 2021, the annual general meeting adopted the current remuneration policy for the Supervisory Board. The amounts paid are in line with the remuneration policy for Supervisory Board members. The table below lists the remuneration that (former) Supervisory Board members received for the 2024 and 2023 financial years.

The company has not granted Supervisory Board members any loans or guarantees.

Transition to the new remuneration policy for the Supervisory Board as of 1 January 2025

At the annual general meeting of 17 April 2025, a revised remuneration policy for the Supervisory Board will be presented for adoption, to take effect from 1 January 2025. This policy reflects updates to ensure the remuneration remains aligned with the increasing responsibilities and time commitment of the Supervisory Board, governance best practices, and market standards. If adopted, 2025 remuneration report will provide an account of the first year of implementation under this revised policy.