HORNBACH Baumarkt : Remuneration Report 2022/23

Convenience Translation

2022/23 Remuneration Report

HORNBACH Holding AG & Co. KGaA is a publicly listed company with the legal form of a partnership limited by shares (Kommanditgesellschaft auf Aktien - "KGaA"). Pursuant to § 162 of the German Stock Corporation Act (Aktiengesetz - "AktG"), the "management and supervisory boards of the listed company […] are required to prepare a clear and understandable report each year on the remuneration granted and owed to each individual current or former member of the management and supervisory boards of the company and of companies with the same group (§ 290 of the German Commercial Code (Handelsgesetzbuch - "HGB")). As a KGaA, HORNBACH Holding AG & Co. KGaA has a Supervisory Board, but does not have a Board of Management. The management of HORNBACH Holding AG & Co. KGaA is instead incumbent on the unlisted company HORNBACH Management AG as the General Partner. HORNBACH Management AG has a Supervisory Board and a Board of Management.

The Supervisory Board of HORNBACH Holding AG & Co. KGaA and the General Partner HORNBACH Management AG compiled a remuneration report pursuant to § 162 AktG for the first time for the 2021/22 financial year. The Annual General Meeting of HORNBACH Holding AG & Co. KGaA on July 8, 2022 approved the 2021/22 remuneration report with a majority of 96.04% of the votes cast. The Supervisory Board of HORNBACH Holding AG & Co. KGaA and the General Partner HORNBACH Management AG have again compiled a remuneration report pursuant to § 162 AktG for the 2022/23 financial year. This report on the on one hand presents the remuneration granted and owed to each individual current and former member of the Supervisory Board of HORNBACH Holding AG

• Co. KGaA. On the other hand, it voluntarily presents the remuneration granted and owed to each current and former member of the Board of Management and Supervisory Board of HORNBACH Management AG. Moreover, the report explains the principles underlying the remuneration systems for members of the Board of Management and the Supervisory Boards of HORNBACH Holding AG & Co. KGaA and HORNBACH Management AG.

1. Remuneration of members of Board of Management of HORNBACH Management AG

1. Overview of remuneration system for Board of Management of HORNBACH Management AG
   The remuneration of the Board of Management for the 2022/23 financial year is based on the remuneration system adopted by the Supervisory Board of HORNBACH Management AG on December 18, 2019, which took effect as of March 1, 2020 ("remuneration system of HORNBACH Management AG").
   The remuneration of members of the Board of Management comprises fixed and variable components. Fixed remuneration components for the members of the Board of Management are the fixed annual salary, ancillary benefits, and the company pension scheme. The variable components are one-year variable remuneration ("OVR") and multiyear variable remuneration ("MVR"). Furthermore, the remuneration system lays down share ownership guidelines ("SOG") for members of the Board of Management.

2

3

Convenience Translation

Outlook for the 2023/24 financial year:

By resolution dated February 24, 2023, the Supervisory Board amended the remuneration system at HORNBACH Management AG with effect as of March 1, 2023. Starting in the 2023/24 financial year, ESG criteria will be added to the MVR as new non-financial performance criteria. The ESG criteria will be weighted at 25% alongside the existing financial performance criteria of ROCE premium over WACC (new weighting of 50% from 2023/24 financial year replacing previous weighting of 75%) and total shareholder return (weighting unchanged at 25%) (for further details, please see Section II.2.2.1b)ff).

1. Remuneration of incumbent members of Board of Management of HORNBACH Management AG in 2022/23 financial year

1. Members of Board of Management of HORNBACH Management AG in 2022/23 financial year

The following individuals were members of the Board of Management of HORNBACH Management AG in the 2022/23 financial year:

• Albrecht Hornbach, member of Board of Management and Chief Executive Officer since October 9, 2015
• Karin Dohm, member of Board of Management since January 1, 2021

In principle, the remuneration paid to members of the Board of Management of HORNBACH Management AG is also deemed as settlement for activities at subsidiaries and shareholdings.

Albrecht Hornbach is Chair of the Supervisory Boards of HORNBACH Baumarkt AG and HORNBACH Immobilien AG. He receives additional remuneration for his activity as Chair of the Supervisory Board of HORNBACH Baumarkt AG.

Karin Dohm has been a member of the Board of Management of HORNBACH Baumarkt AG since January 1, 2021. In addition to her remuneration as a member of the Board of Management of HORNBACH Management AG, in the 2022/23 financial year Karin Dohm also received remuneration as a member of the Board of Management of HORNBACH Baumarkt AG. The remuneration system applicable at HORNBACH Baumarkt AG in the 2022/23 financial year is based on the same principles as the remuneration system at HORNBACH Management AG (see Section I above). It comprises the same remuneration components and refers to the same performance criteria with the same weightings - merely based in this case on corresponding references to HORNBACH Baumarkt AG. The remuneration system of HORNBACH Baumarkt AG was approved by the Annual General Meeting of HORNBACH Baumarkt AG on July 9, 2020. Upon application by HORNBACH Baumarkt AG, the Frankfurt Stock Exchange withdrew its approval for shares in HORNBACH Baumarkt AG to be traded on the Regulated Market of the Frankfurt Stock Exchange as of the conclusion of February 28, 2022, as a result of which the stock market listing of HORNBACH Baumarkt AG was discontinued pursuant to § 3 (2) AktG ("delisting"). By resolution adopted on February 17, 2022 the Supervisory Board adapted the remuneration system for members of the Board of Management of HORNBACH Baumarkt AG such that, to the extent that their remuneration was previously based on the share price of HORNBACH Baumarkt AG, such remuneration would from March 1, 2022 be linked to the share of HORNBACH Holding AG & Co. KGaA. Furthermore, by analogy with the amendment made to the remuneration system at HORNBACH Management AG, on February 23, 2023 the Supervisory Board of HORNBACH Baumarkt AG adopted a resolution amending the remuneration

4

system for members of the Board of Management of HORNBACH Baumarkt AG in order to integrate ESG targets as a new third performance criteria in MVR with effect as of March 1, 2023 (see ESG criteria below under 2.2.1b)ff) which are also applicable to the MVR at HORNBACH Baumarkt AG).

The disclosures provided on the remuneration granted and owed in the 2022/23 financial year include disclosures on the remuneration at HORNBACH Baumarkt AG.

2. Remuneration granted and owed in 2022/23 financial year

Pursuant to § 162 (1) Sentence 1 AktG, the remuneration report must report on the remuneration granted and owed to each individual member of the Board of Management in the past financial year. The terms used are based on the following understanding of the concepts:

• The term "granted" refers to "the actual payment of the remuneration component";
• The term "owed" refers to "all legally existent liabilities for remuneration components that are due for payment but which have not yet been settled".

This understanding of the concepts differs from the terms "benefits granted" and "benefits received" used in remuneration reports before the entry into effect of § 162 AktG in the version modified by the German Second Shareholder Rights Directive Implementation Act ("ARUG II"). As defined in the 2017 version of the German Corporate Governance Code, "benefits granted" included all remuneration components basically committed to a member of the Board of Management in the respective year and whose amount could be estimated, irrespective of the time of payment. Since the introduction of § 162 AktG, the distinction made between "granted" and "received" in the former understanding of the concepts can no longer be upheld. In terms of its content, the term "granted" as used in § 162 AktG corresponds to the previous understanding of "received".

2.1. Tabular overview

The remuneration tables below present the remuneration for the assessment period ending on February 28, 2023 as being granted and owed. Accordingly, the following components are reported as remuneration granted in the 2022/23 financial year:

• The basic salary paid in the 2022/23 financial year,
• Ancillary benefits,
• The OVR for the 2022/23 financial year paid at the beginning of the 2023/24 financial year.

The MVR has been allocated in annual tranches since March 1, 2020 (2020/21 financial year). Each tranche of the MVR has a performance period of four years. Accordingly, the first MVR tranche still runs through to February 29, 2024 and is due for payment at the beginning of the 2024/25 financial year. It will be reported in the remuneration report for the 2023/24 financial year (final year in the four-year performance period). Accordingly, no payments relating to the MVR have been included within remuneration granted and owed in this remuneration report.

As HORNBACH Management AG is not in arrears with the payment of remuneration components, none of the remuneration components presented in the tables are owed.

5