ProCredit : 2023 Remuneration report (agenda item 6)

REMUNERATION REPORT AS OF 31 DECEMBER

2023

Remuneration report as of 31 December 2023

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Remuneration report

The remuneration report explains the principles of our remuneration system for the members of the Management Board and Supervisory Board of ProCredit Holding AG, Frankfurt am Main, and describes the amount and structure of remuneration for the members of its governing bodies for the 2023 financial year.

ProCredit Holding has had the legal form of a stock corporation ("AG") since 27 September 2023 and has a Supervisory Board and a Management Board. Before 27 September 2023, the Company had the legal form of a partnership limited by shares ("KGaA" - Kommanditgesellschaft auf Aktien). As a KGaA, ProCredit Holding had a supervisory board. Management board duties were incumbent upon the general partner. The sole personally liable general partner of the Company was ProCredit General Partner AG, Frankfurt am Main, whose management board ("Management Board") was thereby responsible for managing the Company's business operations. ProCredit General Partner also had a supervisory board. This remuneration report therefore also reports on the principles of the remuneration system and on the amount and structure of remuneration for members of the Supervisory Board of ProCredit General Partner until the change in legal form. The remuneration system for members of the Management Board and Supervisory Board is based on statutory requirements and takes into account the recommendations and suggestions of the German Corporate Governance Code (GCGC).

REMUNERATION SYSTEM FOR MANAGEMENT BOARD AND SUPERVISORY BOARD

Management Board of ProCredit Holding (until the change in legal form: Management Board of Pro- Credit General Partner)

The remuneration of the members of the Management Board consists mainly of fixed compensation. This should be appropriate and transparent. As for all employees in the ProCredit group, variable remuneration elements are not contractually set and are only applied on a limited scale.

The Remuneration Control Committee of the Supervisory Board of ProCredit Holding (until the change in legal form: ProCredit General Partner) develops the remuneration system for the members of the Management Board. The remuneration system is reviewed annually. The system is then officially approved by the Supervisory Board.

At least every four years, the Annual General Meeting resolves on the approval of the remuneration system for the members of the Management Board adopted by the Supervisory Board. The remuneration system was last revised in 2022. Accordingly, the Annual General Meeting on 5 June 2023 passed a resolution to approve the remuneration system for the members of the Management Board.

The remuneration of the Management Board is set by the Supervisory Board. The Supervisory Board determines an appropriate level of remuneration for the members of the Management Board based on the respective duties and performance of each member, the economic situation and development of the group, and the outlook for the group. As is the case for all employees of the group, there are no contractually defined variable compensation components for the members of the Management Board. The Supervisory Board defines an appropriate level of remuneration for the members of the Management Board based on a

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comparison with the remuneration levels in comparable development-oriented financial institutions as well as on the basis of its assessment of what constitutes appropriate compensation and what reflects, in an ethically appropriate way, their contribution to the company. Consideration is also given to the relationship between the remuneration of the Management, middle management and employees.

The remuneration of the Management Board shall not exceed ten times the average salary of the employees of ProCredit Holding. The maximum fixed remuneration for members of the Management Board is EUR 330,000 per year (with the exception of the Chair of the Management Board). Twenty per cent of the monthly net salary (after statutory deductions) is paid in the form of shares in ProCredit Holding, which are subject to a vesting period of three years. In view of the extended duties and responsibilities, the Supervisory Board grants the Chair of the Management Board fixed compensation of EUR 500,000 per year. In this case as well, twenty per cent of the monthly net salary (after statutory deductions) is paid in the form of shares in ProCredit Holding, which are subject to a vesting period of three years.

A relevant share-based component with a vesting period of three years ensures that the interests of the Management Board and of the group are well aligned as well as promoting the implementation of the group's business strategy, the long-term development of the group and long-term commitment. The fact that the share-based component is fixed and does not vary is in line with the group's development-oriented business activity and prudent risk strategy.

The Supervisory Board may grant special remuneration to reward specific cases of extraordinary performance. These decisions are based on a multi-year performance assessment, which generally takes into account the overall performance of the members of the Management Board and their contribution to the ProCredit group. Such decisions take account for the economic situation and outlook of the group. If variable remuneration is granted, then the total remuneration, i.e. both fixed and variable components, may not exceed an amount equivalent to twice the fixed compensation. Variable remuneration elements should in principle be used for the acquisition of shares in the staff investment vehicle, ProCredit Staff Invest. In such cases, the individual commits to hold the shares for a period of five years. There is no possibility on the part of ProCredit Holding to reclaim variable remuneration components.

Members of the Management Board are not remunerated for group-internal supervisory board mandates. In the case of Supervisory Board mandates in companies outside the group, the Supervisory Board decides whether and to what extent the compensation is to be taken into account.

In the event of premature termination of Management Board membership, the scope of claims shall be limited to the remainder of the employment contract or a maximum of two years' remuneration (severance cap).

Supervisory Board of ProCredit Holding

The remuneration of the members of the Supervisory Board shall be balanced overall and be commensurate with the responsibilities and duties of the Supervisory Board members and the situation of the company, also taking into account the compensation arrangements of other development-oriented listed companies. At the same time, appropriate and commensurate compensation makes an important contribution in light of the competition for outstanding individuals to fill positions on the Supervisory Board and thus to provide the best possible supervision and advice to the Management Board. These, in turn, are required for long-term corporate success.

The members of the Supervisory Board shall receive fixed remuneration based on their function. No performance-related compensation or financial or non-financial performance criteria are provided for. In this

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way, we would like to take account for the independent control and advisory function of the Supervisory Board, which is not geared towards short-term corporate success but towards the long-term development of the company.

The compensation of the members of the Supervisory Board is set by the General Meeting in the Articles of Association or by resolution at the proposal of the Supervisory Board. Currently, the remuneration is set forth in the Articles of Association.

The General Meeting shall decide on the compensation of the members of the Supervisory Board at least every four years. The Supervisory Board's remuneration system was last revised in 2023. Accordingly, the Annual General Meeting on 5 June 2023 passed a resolution on the remuneration of the Supervisory Board members as part of the resolution on the change of legal form and the adoption of the Articles of Association of ProCredit Holding AG.

The members of the Supervisory Board receive fixed annual compensation in the amount of EUR 20,000. The Chair receives fixed annual compensation of EUR 60,000, with the Deputy Chair receiving fixed annual compensation of EUR 30,000.

For their work on the committees established by the Supervisory Board, the members of the Supervisory Board receive additional fixed annual remuneration of EUR 2,500; the committee chair receives an additional fixed annual remuneration of EUR 5,000.

For every meeting of the Supervisory Board that they attend, the members of the Supervisory Board shall receive an attendance fee of EUR 500. For every meeting of a committee established by the Supervisory Board that they attend, the members of that committee shall receive an attendance fee of EUR 500.00. Members who participate in the committees via telephone or video conference or using other comparable common means of telecommunication shall also be entitled to attendance fees. In the event that several meetings of the Supervisory Board and/or its committees take place on one calendar day, the attendance fee shall be paid only once. The attendance fees are accounted for as short-term variable remuneration.

The remuneration is due at the end of the financial year during which the person served as a member of the Supervisory Board. If members of the Supervisory Board enter or leave the Supervisory Board in the course of a financial year, they receive the remuneration on a pro rata basis. This shall apply analogously if a member of the Supervisory Board takes over or resigns from a position entitling them to additional compensation. Pro rata remuneration for committee activities requires that the committee concerned has met during the relevant period in order to perform its duties.

ProCredit Holding reimburses its Supervisory Board members for their expenses incurred in the performance of their duties and for any value-added tax payable on their expenses. In addition, for the execution of Supervisory Board activities, the members of the Supervisory Board shall be provided with insurance coverage.

Additional remuneration can be granted for Supervisory Board activities at individual ProCredit institutions. Such activities are accounted for as short-term variable remuneration.

Supervisory Board of ProCredit General Partner (until the change in legal form)

If members of the Supervisory Board of ProCredit Holding were at the same time members of the Supervisory Board of the General Partner (i.e. ProCredit General Partner), then the remuneration paid by the General Partner was not offset against the remuneration paid by ProCredit Holding. ProCredit Holding reimbursed the

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Supervisory Board remuneration paid by the general partner. The type and amount of Supervisory Board remuneration was determined by the General Meeting of ProCredit General Partner.

The fixed annual compensation was EUR 30,000 for the Chair of the Supervisory Board, EUR 15,000 for the Deputy Chair, and EUR 10,000 for each other member of the Supervisory Board. For their work in a committee, the members received an additional fixed annual remuneration of EUR 2,500 per committee, with the chair of the respective committee receiving EUR 5,000. ProCredit General Partner AG had a Nomination Committee and a Remuneration Control Committee. For each meeting of the Supervisory Board and for each meeting of a committee, members who participated each received an attendance fee of EUR 500. Members who participated in the committees via telephone or video conference or using other comparable common means of telecommunication were also entitled to attendance fees. In the event that several meetings of the Supervisory Board and/or its committees took place on one calendar day, the attendance fee was paid only once. The attendance fees are accounted for as short-term variable remuneration.

The remuneration was due at the end of the financial year during which the person served as a member of the Supervisory Board. If members of the Supervisory Board left the Supervisory Board in the course of a financial year, they received the remuneration on a pro rata basis. This applied analogously if a member of the Supervisory Board resigned from a position involving additional compensation. Pro rata remuneration for committee activities required that the committee concerned had met during the relevant period in order to perform its duties.

Liability remuneration of ProCredit General Partner / Reimbursement of expenses (until the change in legal form)

Until the change in legal form, ProCredit General Partner received proportional remuneration of EUR 15,000 (plus VAT) for assuming the management and personal liability in its function as general partner.

In addition, ProCredit General Partner had a claim against ProCredit Holding for reimbursement or assumption of all expenses incurred in connection with managing the business of ProCredit Holding.

REMUNERATION FOR MANAGEMENT BOARD AND SUPERVISORY BOARD

The following remuneration elements generally apply for members of the Management Board:

• Fixed remuneration (of which 20% in the form of shares in ProCredit Holding)
• Contributions to private health insurance (if applicable)
• Contributions to retirement provisions and life insurance (if applicable)
• Directors and officers liability insurance (D&O insurance) coverage with a deductible in accordance with section 93 (2) sentence 3 AktG

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in '000 EUR	2023		2022
		Remuneration			Remuneration
Management Board		granted and due	Proportion		granted and due	Proportion
Hubert Spechtenhauser (since 1.3.2022),
Chairman of the Management Board since 9.11.2022
Basic Salary	484			100%	234			100%

Total remuneration	484			234
Eriola Bibolli (since 1.6.2023)
Basic Salary		222		100%		-
Total remuneration	222			-
Christian Dagrosa (since 1.1.2023)
Basic Salary		329		100%		-
Total remuneration	329			-
Dr Gian Marco Felice
Basic Salary		330		100%		223		100%
Total remuneration	330			223
Sandrine Massiani
Basic Salary		330		100%		222		100%
Total remuneration	330			222
Dr Gabriel Schor (until 31.12.2022)
Basic Salary		14				178		100%
Total remuneration		14				178

The remuneration presented here does not contain employer contributions to health and long-term care insurance.

The defined maximum compensation was complied with.

The following table shows the remuneration of Supervisory Board members:

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in '000 EUR	2023		2022
		Remuneration			Remuneration
Supervisory Board		granted and due	Proportion		granted and due	Proportion
Rainer Ottenstein,
Chairman of the Supervisory Board since 7.3.2022,
Deputy Chairman of the Supervisory Board until
7.3.2022
Basic remuneration		73			60%		70			56%
Short-term variable remuneration		49			40%		56			44%
Donation		-					-65
Total remuneration	123				62
Dr H.P.M. Ben Knapen,
Deputy Chairman of the Supervisory Board since
3.6.2022
Basic remuneration		50			78%		38			71%
Short-term variable remuneration		14			22%		16			29%
Donation		-					-27
Total remuneration	64				27
Helen Alexander (since 31.5.2022)
Basic remuneration		25			64%		15			69%
Short-term variable remuneration		14			36%		7			31%
Donation		-					-11
Total remuneration	39				11
Karin Katerbau (since 9.11.2023)
Basic remuneration		4			80%		-
Short-term variable remuneration		1			20%		-
Total remuneration	5				-
Jovanka Joleska Popovska
Basic remuneration		28			72%		30			68%
Short-term variable remuneration		11			28%		14			32%
Donation		-					-22
Total remuneration	38				22
Dr Jan Marcus Schroeder-Hohenwarth
(since 5.6.2023)
Basic remuneration		15			73%		-
Short-term variable remuneration		6			27%		-
Total remuneration	20				-
Nicholas Tesseyman (since 5.6.2023)
Basic remuneration		16			78%		-
Short-term variable remuneration		5			22%		-
Total remuneration	20				-
Berna Ülman (since 9.11.2023)
Basic remuneration		4			88%		-
Short-term variable remuneration		1			12%		-
Total remuneration	4				-
Marianne Loner (until 5.6.2023)
Basic remuneration		11			57%		28			66%
Short-term variable remuneration		8			43%		15			34%
Donation		-					-21
Total remuneration	19				21
Dr Jan Martin Witte (until 5.6.2023)
Basic remuneration		12			66%		30			72%
Short-term variable remuneration		6			34%		12			28%
Donation		-					-21
Total remuneration	18				21
Dr Claus-Peter Zeitinger (until 31.5.2022),
Chairman of the Supervisory Board until 7.3.2022
Basic remuneration		-					23			75%
Short-term variable remuneration		-					8			25%
Total remuneration		-					30

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The short-term variable remuneration consists of attendance fees. Rounding differences of up to one unit may occur in the table for calculatory reasons. For the 2022 financial year, the members of the Supervisory Board active as of 31 December 2022 have waived their compensation for the 2022 financial year on a pro rata basis on condition that it is donated. Half of the donation was made to the United Nations Children's Fund (UNICEF) and half to Save the Children, with both donations being made during the 2023 financial year.

In the event that payments are not due until after the financial year, the timing for granting payment is presented as the financial year if the activity has already been performed in full and is recognised as part of the remuneration granted and due for the financial year. Furthermore, ProCredit Holding has a D&O liability insurance policy which provides coverage for the members of the Supervisory Board.

ANNUAL CHANGE IN REMUNERATION

						Change from previous year in percent
			2019		2020		2021		2022		2023
Management Board remuneration
Hubert Spechtenhauser (since 1.3.2022),	-	-	-	-	106.5%
Chairman of the Management Board since 9.11.2022
Eriola Bibolli (since 1.6.2023)		-		-		-		-		-
Christian Dagrosa (since 1.1.2023)		-		-		-		-		-
Dr Gian Marco Felice (since 3.6.2020)		-		-		77.5%		9.3%		48.5%
Sandrine Massiani		6.7%		-0.2%		0.3%		11.2%		48.3%
Dr Gabriel Schor (until 31.12.2022)		-4.6%		-0.2%		0.2%		-0.3%		-91.9%
Supervisory Board remuneration
Rainer Ottenstein,	0.0%	0.0%	681.4%	-21.2%	99.1%
Chairman of the Supervisory Board since 7.3.2022
Deputy Chairman of the Supervisory Board until 7.3.2022
Dr H.P.M. Ben Knapen (since 26.5.2020),	-	-	50.0%	169.6%	137.1%
Deputy Chairman of the Supervisory Board from 3.6.2022
Helen Alexander (since 31.5.2022)		-		-		-		-		267.5%
Karin Katerbau (since 9.11.2023)		-		-		-		-		-
Jovanka Joleska Popovska (since 27.5.2021)		-		-		-		273.8%		74.6%
Dr Jan Marcus Schroeder-Hohenwarth	-	-	-	-	-
(since 5.6.2023)
Nicholas Tesseyman (since 5.6.2023)		-		-		-		-		-
Berna Ülman (since 9.11.2023)		-		-		-		-		-
Marianne Loner (until 5.6.2023))		0.0%		0.0%		42.7%		49.5%		-12.3%
Dr Jan Martin Witte (27.5.2021 until 5.6.2023)			-		-		-		-		-13.4%
Net income (-loss) for the year ProCredit Holding		-203.8%		-135.7%		245.0%		-139.0%		328.7%
Consolidated profit of the period ProCredit group		-0.3%		-23.8%		92.4%		-79.3%		587.2%
Employee remuneration			-		-		0.5 %		8.1%		4.1%

In the case of new members of governing bodies, no figure is available for the year of entry, as no "change" from the previous year can be calculated. The figure for the second year after entry is not comparable with the previous year due to the difference in the time periods. Thus, a full comparison is not possible until the third year after entry. Similarly, for departing board members, the figure for the year of departure is not comparable with the previous year due to the difference in the time periods.

There was no retrospective recalculation of Management Board and Supervisory Board remuneration. In calculating the annual change in remuneration, the remuneration for previous financial years was based on remuneration pursuant to the German Commercial Code (HGB). Since 2021, the amounts shown also include

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the remuneration for any board activities in group companies. The change in 2021 compared with the previous year is thus only comparable with the previous changes to a limited extent. The changes in 2022 and 2023 result from the revision of the remuneration system.

Due to utilisation of the exemptions provided for in section 26j (2) sentence 2 of the Introductory Act to the German Stock Corporation Act (EGAktG), the change in employee remuneration is presented for the first time for 2021. Employees include all employees of the group companies based in Germany: ProCredit Holding AG, ProCredit Bank AG, QUIPU GmbH and ProCredit Academy GmbH; this excludes the Management, temporary staff, exchange staff from foreign banks, interns and student trainees or dual education students. Remuneration is calculated on a full-time equivalent basis.

VOTING ON THE 2022 REMUNERATION REPORT

The Annual General Meeting of ProCredit Holding on 5 June 2023 approved the remuneration report for the 2022 financial year as prepared and audited in accordance with section 278 (3), 162 AktG.

Frankfurt am Main, 19 March 2024
Management Board of	Supervisory Board of
ProCredit Holding AG	ProCredit Holding AG

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Note: This is a convenience translation of the German original. Solely the original text in the German language is authoritative.

REPORT OF THE INDEPENDENT AUDITOR

ON THE AUDIT OF THE REMUNERATION REPORT

PURSUANT TO § 162 (3) AKTG

To ProCredit Holding AG, Frankfurt am Main

Audit Opinion

We have formally audited the remuneration report of ProCredit Holding AG for the financial year from 1 January 2023 to 31 December 2023, to determine whether the disclosures pursuant to § 162 (1) and (2) AktG (Aktiengesetz: German Stock Corporation Act) have been made in the remuneration report. In accordance with § 162 (3) AktG, we have not audited the content of the remuneration report.

In our opinion, the accompanying remuneration report complies, in all material respects, with the disclosure requirements pursuant to § 162 (1) and (2) AktG. Our audit opinion does not cover the content of the remuneration report.

Basis for the Audit Opinion

We conducted our audit of the remuneration report in accordance with § 162 (3) AktG and in compliance with the IDW Auditing Standard: The Audit of the Remuneration Report pursuant to § 162 (3) AktG (IDW PS 870 (09.2023)). Our responsibilities under this regulation and this standard are further described in the "Auditor's Responsibilities" section of our auditor's report. Our audit firm has applied the requirements of the IDW Quality Assurance Standard: Quality Assurance Requirements in Audit Practices (IDW QS 1). We have complied with our professional duties pursuant to the German Public Auditors Act (WPO) and the Professional Charter for Auditors/Chartered Accountants (BS WP/vBP), including the independence requirements.

Responsibilities of the Executive Directors and the Supervisory Board

The Executive Directors and the Supervisory Board are responsible for the preparation of the remuneration report, including the related disclosures, in compliance with the requirements of § 162 AktG. They are also responsible for internal controls they consider to be necessary to enable the preparation of a remuneration report, including the related disclosures, that is free from material misstatement, whether due to fraud or error.

Auditor's Responsibilities

Our responsibility is to obtain reasonable assurance about whether the remuneration report complies, in all material respects, with the disclosure requirements pursuant to § 162 (1) and (2) AktG, and to issue an auditor's report that includes our opinion.