3U : Remuneration report 3U HOLDING AG

Remuneration report 2023

Contents

1 Remuneration report

16 Independent auditor's report

In the following remuneration report drawn up pursuant to Section 162 of the German Stock Corporation Act (AktG), the principles applied to determining remuneration for 3U HOLDING AG's Management Board and its Supervisory Board are summarised, along with the information on and explanation of the remuneration of members of 3U HOLDING AG's Management Board and its Supervisory Board in the financial year 2023.

Remuneration system of the Management Board

Resolution on the approval of the remuneration system for members of the Management Board

The system applicable to the remuneration of members of 3U HOLDING AG's Management Board was approved on 26 March 2021 by the Supervisory Board - drawing on the assistance of expert external support - in accordance with Sections 87 (1), 87a (1) German Stock Corporation Act (AktG), and by the Annual General Meeting on 20 May 2021 with a majority of 77.93 % of the capital represented ("Remuneration System 2021").

The remuneration system complies with the provisions of the German Stock Corporation Act, in particular with the requirements set out under the second Shareholders' Rights Guideline (ARUG II), and is based on the recommendations of the German Corporate Governance Code (DCGK) in the version dated 20 March 2020. It has replaced the formerly valid 2010 remuneration system.

The remuneration of members of 3U HOLDING AG's Management Board is subject to ongoing review by the Supervisory Board, particularly in the context of negotiations on employment contracts with existing or future members of the Management Board. A formal review held on regular days of the calendar does not take place, however.

Term of Management Board contracts of employment and application of the remuneration system in the financial year 2023

The Management Board contract of employment signed with Uwe Knoke who was appointed to the Board effective 1 November 2021 has a term until 31 July 2024. The contracts of employment for Management Board members Andreas Odenbreit and Christoph Hellrung have a term of five years and will end, as scheduled, on 31 December 2026. In the financial year 2023, all members of the Management Board were remunerated for the term of their office serving on 3U HOLDING AG's Management Board in accordance with the 2021 remuneration system.

Since that date, the Management Board acts as a collegial body without a Chair or Management Board Spokesperson.

2021 Remuneration System

A. Introduction and background

The remuneration of Management Board members is aligned to the entrepreneurial development of 3U HOLDING AG. In this context, the Management Board remuneration system follows the standards of the German law on stock corporations and the recommendations of the German Corporate Governance Code (GCGC), with the of offering members of the Management Board a competitive remuneration package which is customary in the market.

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Insofar as the remuneration system diverges from GCGC recommendations in some instances, this is addressed and substantiated in the Declaration of Conformity pursuant to Section 161 AktG.

The remuneration of the Management Board is determined in consideration of the size, the complexity and the financial position of the company, along with its development opportunities. Remuneration is to adequately reflect the portfolio of responsibilities and the performance of the Management Board. Furthermore, Management Board remuneration under this system serves to harmonise the interests of the Management Board, the employees and the shareholders and is designed to sustainably promote the company's productivity.

With a view to realising the aforementioned principles, the remuneration system comprises non-performance related ("fixed") and performance-related ("variable") components.

Fixed remuneration (hereinafter also "basic annual salary" or "fixed annual salary") and benefits in kind represent the non-performance-related components, with benefits also in the form of company cars, contributions to pensions, medical and long-term care and unemployment insurance, D&O insurances and accident insurances.

The performance-related components consist of one-year variable remuneration (Short Term Incentive Plan - STI) and a multi-year remuneration component (Long Term Incentive Plan- LTI). Part of performance-related remuneration provides for the possibility of determining individual financial and non-financial target components for members of the Management Board. In accordance with the statutory requirements, the remuneration system places a cap on maximum remuneration.

B. The remuneration system in detail

I. Maximum remuneration (Section 87a (1) s. 2 item 1 AktG)

The total remuneration to be granted to the Management Board (sum total of all remuneration amounts disbursed by the company for all serving Management Board members in the financial year, including fixed remuneration, variable remuneration components and fringe benefits) is to be capped at an absolute maximum amount ("maximum remuneration") regardless of the financial year in which a component of remuneration is paid.

Remuneration for a financial year is capped at kEUR 350 (maximum) for an individual regular Management Board member.

In addition, agreements have been concluded on a one-off bonus payment ("special bonus") to the members of the Management Board in the event that a subsidiary of 3U HOLDING AG is floated (organised capital market) and admitted to trading on the stock exchange ("successful initial public offering [IPO])"). This concerns the subsidiary Selfio GmbH, Bad Honnef. Exclusively in the case of a special bonus being paid under the aforementioned circumstances, maximum remuneration is increased as follows:

• In the event of a successful listing of Selfio GmbH, the special bonus has been set at kEUR 250 if the subsidiary's market capitalisation upon flotation (closing price on the first day of trading) amounts to between EUR 100 million and EUR 200 million, and at kEUR 500 if market capitalisation exceeds EUR 200 million. If market capitalisation is below EUR 100 million, no special bonus is owed.
• In the event of a successful IPO of Selfio GmbH and the associated special bonus, the maximum remuneration is capped at kEUR 850 for each member of the Management Board.

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The special bonus will be granted accordingly if Selfio GmbH is brought to the stock exchange indirectly by way of a corporate transaction. In the event of listing by way of a corporate transaction in which not all participating companies are subsidiaries of 3U HOLDING AG, the market capitalisation achieved at initial listing (closing price on the first day of trading) is to be calculated proportionately in relation to the share of the participating investment in Selfio GmbH; this is then taken as a basis for calculating the special bonus to be paid.

1. Contribution of remuneration to promoting the business strategy and the long-term development of the company (Section 87a (1) s. 2 item 2 German Stock Corporation Act (AktG))

The remuneration system supports the strategy of 3U HOLDING AG and the Group under its management (collectively the "3U Group").

Payments from the Short Term Incentive Plan ("STI") presuppose the achieving of quantitative and qualitative targets. This provides an incentive regarding specific goals which are material for the company's operational and/or strategic development.

In addition, virtual shares in the company are granted as a long-termshare-based variable remuneration ("LTI"). With a view to a four-year performance period, this remuneration component promotes the strategic goal of sustainably raising the company's value, also in the interest of its shareholders.

All in all, the remuneration system provides the framework for an adequate remuneration of the Management Board members, allowing for seasoned managers to be found and for ensuring their long-term loyalty to 3U HOLDING AG.

1. Remuneration components and performance criteria for variable remuneration components (Section 87a (1) s. 2 item 3 and 4 AktG)

1. Overview of the remuneration components and their relative share in overall remuneration

The remuneration of the Management Board members is made up of fixed and variable components. The fixed components of the Management Board members' remuneration consist of a fixed annual salary and various fringe benefits.

Variable remuneration is essentially provided in the form of remuneration geared to short-term annual targets ("STI") and long- term oriented variable remuneration ("LTI").

The essential components of remuneration are provided for as follows⁜:

Fixed remuneration components

• Fixed annual salary⁜: kEUR 200 per Management Board member / basic salary (payment in twelve monthly instalments)
• Fringe benefits (as described under Section 2.2)

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Variable remuneration components

• STI⁜: kEUR 45 per Management Board member
  (based on 100 % achievement of the individually agreed quantitative and qualitative targets)
• LTI⁜: kEUR 55 in virtual shares per Management Board member

The following section elaborates on the proportion of the individual remuneration components in the probable annual total remuneration ("total remuneration") based on the respective, anticipated annual amounts.

The proportion of fixed remuneration components (annual salary, fringe benefits) in overall remuneration amounts to around 71 % for members of the Management Board, with fringe benefits accounting for approximately 14 % (maximum) of the overall remuneration.

The share of STI in overall remuneration lies in a range of between 0 % to around 13 % and of the LTI between 0 % and around 16 %.

The aforementioned minimum amount of 0 % applicable to variable remuneration components takes account of the fact that, if the performance criteria for the STI are not met, and depending on the stock price development of the company's share definitive for the LTI, along with achieving targets in the "sustainability" and "budget adherence" categories, variable remuneration may also not be paid at all.

2. Fixed remuneration components

2.1.  Fixed basic salary

Members of the Management Board receive a fixed annual salary paid out in twelve monthly instalments.

2.2.  Fringe benefits

In addition, members of the Management Board are granted contractually defined fringe benefits. These fringe benefits include in particular benefits in kind, such as a company car, contributions to pensions, medical and long-term care and unemployment insurance, D&O insurance, accident insurance and reimbursement of expenses.

The company cars and mobile telephones which the company makes available to the Management Board members can also be used for private purposes. The contributions for the members of the Management Board are granted for pension schemes, for medical and long-term care insurance at 50 % of the amounts paid by the respective Management Board member, capped at the amount of the employer's contribution in consideration of the respective contribution assessment ceilings.

The Directors and Officers (D&O) liability insurance includes the deductible provided for under the law.

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3. Variable remuneration components

The following elaborates on the variable remuneration components, including the aforementioned respective performance criteria and the link to the corporate strategy and to the long-term development of the company.

In addition, the methods for assessing the degree to which performance criteria have been achieved are also explained.

3.1.  Short Term Incentive ("STI")

The Management Board members are granted STI which is structured as follows⁜:

The STI consists of a quantitative target and a qualitative target. The quantitative achievement of targets in the remuneration period is assessed on the basis of adherence to budget and the operating result.

The audited figure of the 3U Group's EBIT performance in relation to the budgeted figure, approved by the Supervisory Board in the context of budget planning for the remuneration period, is decisive for achieving the "budget adherence" subtarget. The audited figure of the 3U Group's EBT performance is the determinant for achieving the "operating result".

Qualitative target attainment is assessed by the Supervisory Board based on the Management Board fulfilling prioritised tasks, as well as the personal goals set by the Supervisory Board for individual members of the Management Board.

3.2.  Long Term Incentive ("LTI")

Furthermore, the members of the Management Board are granted a share-based remuneration component in the form of virtual shares in the company as a long-term incentive. The virtual shares granted to members of the Management Board entail cash settlement; there is no delivery of shares.

The granting of the virtual shares is carried out once a year for the respectively agreed term of the Management Board member employment contract and provides for a holding period of four years. The number of the virtual shares to be allocated per year is calculated based on the LTI target amount divided by the 3U share's arithmetic mean of the Xetra closing prices over the last 30 trading days prior to the beginning of the performance period. The final disbursement of the LTI is linked to three performance criteria which must be in place after the holding period expires:

• 40 % average of the annual target attainment according to EBIT budgeted during the four-year period,
• 30 % share price trend of 3U HOLDING AG benchmarked against the SDAX as the relevant peer group, and
• 30 % attainment of the agreed sustainability targets.

The disbursement amount is determined by multiplying the conditionally granted number of virtual shares by the 3U share's arithmetic mean of XETRA closing prices over the last 30 trading days prior to the end of the performance period and performance target attainment.

In addition, the Management Board members receive a dividend equivalent based on the sum total of dividend paid for each conditionally granted virtual share over the respective period.

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The disbursement amount per Management Board member is capped at kEUR 55 per year, a maximum amount which includes any dividend equivalent to be paid.

The granting of virtual shares as a share-based remuneration component contributes to aligning the interests of Management Board members and shareholders more strongly and promotes the strategic goal of sustainably raising the company's value. The principal conditions concerning the granting of virtual shares, including the number and the value, are disclosed in the annual remuneration report.

IV.  Periods of deferral for the disbursement of remuneration components

(Section 87a (1) s. 2 item 5 German Stock Corporation Act (AktG)) The holding period of the virtual shares is four years.

V. Clawback  option for the company for reclaiming variable remuneration components (Section 87a (1) s. 2 item 6 AktG)

If a Management Board member commits a gross breach of duty and/or the company terminates his contract for an important reason, the long-term variable remuneration (maximum of four years prior to the occurrence of the reason for repayment) can be reclaimed.

VI. Share-based remuneration (Section 87a (1) s. 2 item 7 AktG)

The company's virtual shares granted as LTI are to be regarded as share-based remuneration components within the meaning of Section 87a (1) s. 2 item 7 AktG. With regard to further details required, reference is made to the explanations under Section III.3.2.

VII. Remuneration-related transactions (Section 87a (1) s. 2 item 8 German Stock Corporation Act (AktG))

1. Terms  and conditions for ending remuneration-related transactions, including the respective notice periods (Section 87a (1) s. 2 item 8 a) AktG)

The employment contracts of Management Board members are concluded for a fixed period and do not therefore provide for an option of regular termination.

The employment contracts of Management Board members are concluded for a term of five years - with the exception of initial appointments.

2. Severance payments (Section 87a (1) s. 2 item 8 b) AktG)

The employment contracts of Management Board members do not provide for settlement entitlements or other severance pay- ments.

3. Pension scheme arrangements (Section 87a (1) s. 2 item 8 c) AktG)

No retirement pension is granted. As explained under Section III.2.2., only a pension contribution is made.

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VIII. Considering  the remuneration and employment conditions of employees when determining the remuneration system (Section 87a (1) sentence 2 item 9 German Stock Corporation Act (AktG))

The Supervisory Board regularly reviews the appropriateness of the remuneration of Management Board members. To this end, remuneration levels are compared with peer companies in the market (horizontal comparison). In this context, the Supervisory Board applies prudence in its selection of the peer group with a view to avoiding any automatic uptrend. As part of the review last conducted on the appropriateness and on customary practice, the companies in the peer group (listed holding/investment companies) were used for comparison purposes. In assessing the appropriateness in vertical terms, the remuneration of members of the Management Board is compared with that of the employees in Germany at the management tier below the Management Board as well as the total workforce of 3U HOLDING AG and its Group companies in the country. As part of this vertical comparison, Management Board remuneration in relation to that of the aforementioned employees over time is given special consideration.

IX. Procedure for the determination and implementation, as well as for reviewing the remuneration system (Section 87 a (1) s. 2 item 10 AktG)

The Supervisory Board decides on a clear and comprehensible remuneration system for members of the Management Board and submits the remuneration system to the Annual General Meeting for approval. A review of the remuneration system and of the appropriateness of Management Board remuneration is carried out regularly by the Supervisory Board at its own due discretion, and also if and when appropriate, but at least every four years. To this end, a vertical comparison of the Management Board remuneration measured against the remuneration of the senior management tier below the Management Board and the entire workforce is carried out. Moreover, the amount of the remuneration and the structure is also measured against the 3U HOLDING share price trend on the stock exchange in comparison with the SDAX price index.

The rules and regulations which apply to avoiding and handling conflicts of interest are also observed during the process of defining and implementing the remuneration system.

In the case of major amendments, at least every four years, however, the remuneration system is resubmitted to the Annual General Meeting for approval. If the Annual General Meeting does not approve the system, the Supervisory Board will submit a reviewed remuneration system to the Annual General Meeting at the next regular Annual General Meeting at the latest.

If necessary, the Supervisory Board may temporarily deviate from the remuneration system ("Procedure and regulations on the remuneration structure") and its individual components or introduce new remuneration components in the interest of the company's long-termwell-being. Under the aforementioned circumstances, the Supervisory Board also has the right to grant special payments to Management Board members joining the company so as to compensate them for loss of salary from a former employment relationship. Deviations may also temporarily result in an amount which diverges from the maximum remuneration. Deviations from the remuneration system are only possible if a relevant resolution has been passed by the Supervisory Board which has ascertained the unusual circumstances and the necessity of such deviation. In the event of a deviation, the relevant components of the remuneration system directly affected are to be detailed in the remuneration report and the necessity of the deviation explained (Section 162 (1) s. 2 item 5 AktG).

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Report on the remuneration of members of the Management Board in the financial year 2023

Disclosure of all remuneration components granted and owed, as well as their respective relative share

*Includes the monetary benefit from the exercise of stock options for Michael Schmidt TEUR 452, Andreas Odenbreit TEUR 493, Christoph Hellrung TEUR 450 and Uwe Knoke TEUR 284. **The amount is due in the short term

***Due in the short term on 31/12/2022 in an amount of TEUR 211.

****The success fee is made according to section B. I. of the remuneration system. It was already paid in the amount of TEUR 800 in 2022. A remaining amount of TEUR 780 is due in the short term.