Compensation Policy

The Compensation Policy for MAHLE Metal Leve S.A. (“Policy” and “Company”) aims to establish the guidelines for setting the granted compensation of the members of the Board of Directors, its Advisory Committees, the Board of Executive Officers and Fiscal Council members.

The Policy was prepared in compliance with the provisions of Law 6,404/76 (“Corporate Law“), the Novo Mercado Listing Regulation of B3 S.A. – Brasil, Bolsa, Balcão (“Novo Mercado Listing Regulation”), the Business Code and the Company’s Bylaws, as well as other rules and guidelines issued by the Securities and Exchange Commission (“CVM“), in addition to observing the best corporate governance practices on the subject.

The Administration and Fiscal Council members compensation will be set by the General Shareholder’s Meeting, under the terms of article 152 of the Corporate Law.

The Board of Directors is responsible for distributing the global compensation among each of its members and the members of the Board of Executive Officers, considering the responsibilities, the activities performed, the dedicated time to the functions, the competency, the professional reputation and their services’ values on the market.

The incentive structure should be in line with the risk limits established by the Board of Directors and should prohibit a single person from controlling the decision making process and its respective inspection. No one shall, individually, decide his or her own compensation.

Civil Liability Insurance:

The effective members of the Board of Directors, the Executive Officers and the members of the Fiscal Council will be beneficiaries of the civil responsibility insurance for managers (D&O – “Directors and Officers”), compulsorily included in the insurance policy, whose costs will be entirely covered by the Company.

2.1. The Board of Directors’ compensation

The members of the Board of Directors are only entitled to fixed compensation, which aims to recognize and reflect the time value and dedication of the members of the Board of Directors, based on market thresholds, aiming the attraction and retention of the best professionals.

The fixed remuneration is monthly, paid in 12 (twelve) monthly installments, and is not linked to participation in meetings.

The Chairman will have a different fixed compensation, compared to the other members, considering his additional assignments.

Unless otherwise individually agreed, the Board of Directors alternative members will receive only a prorate compensation, according to their participation in each meeting.

The Company will fund all the costs incurred by the Board of Directors members with transfers to the location of its meetings, including any airline tickets, travel costs to and from the airport, and to and from meeting locations, and accommodations, in addition to other expenses eventually incurred in these displacements.

2.2. Advisory Committees’ compensation

The Company may install Advisory Committees to assist the Board of Directors or the Executive Board.

The members of the Advisory Committees are only entitled to fixed compensation, which aims to recognize and reflect the time value and dedication of its members, based on market thresholds, aiming the attraction and retention of the best professionals.

The fixed remuneration is monthly, paid in 12 (twelve) monthly installments, and is not linked to participation in meetings.

It is forbidden to any member of the Board of Directors to hold office in more than one Advisory Committee.

The Company will fund all the costs incurred by the Advisory Committee members, with transfers to the location of its meetings including any airline tickets, travel costs to and from the airport, and to and from meeting locations, and accommodations, in addition to other expenses eventually incurred in these displacements.

2.3. The Fiscal Council compensation

The members of the Fiscal Council are only entitled to fixed compensation. the objective is to recognize and reflect the time value and dedication of its members, based on market thresholds, aiming the attraction and retention of the best professionals.

The fixed remuneration is monthly, paid in 12 (twelve) monthly installments, and is not linked to participation in meetings.

The compensation for each member in exercise cannot be less than ten percent (10%) of the average compensation of each Executive Officer, not counted benefits, representation funds and profit sharing, according to the article 162, paragraph 13^th of the Corporate Law.

Unless otherwise individually agreed, the Fiscal Council alternative members will receive only a prorate compensation, according to their participation in each meeting.

The Company will fund all the costs incurred by the Fiscal Council members with transfers to the location of its meetings including any airline tickets, travel costs to and from the airport, and to and from meeting locations, and accommodations in addition to other expenses eventually incurred in these displacements.

2.4. Board of Executive Officers compensation

The Executive Officers’ compensation is set through the compensation global policy for controlling shareholders executives and is composed by fixed and variable elements which aims to reward, as a form of compensation, the sharing of risks in business management.

The remuneration will be determined according to the legal regime adopted by the Company for the Board of Executive Officers, that is, the one provided for in the Labor Law.

This Policy does not grant to any Executive Officer, member of the Board of Director, Fiscal Council or Advisory Committee any guarantee of employment, remuneration, or reelection for the position held, being possible the dismissal at any time.

The Board of Directors shall solve the omissions in this Policy.

The Board of Directors will be responsible for monitoring and executing this Policy.

This Policy was approved by the Board of Directors of MAHLE Metal Leve, at a meeting held on 12 of May of 2021, being effective from that date indefinitely, and may only be modified by resolution of the Company’s Board of Directors.