PUMA : COMPENSATION REPORT AGM 2024

• INVITATION TO THE ANNUAL GENERAL MEETING 2024

Announcement of the compensation report within the meaning of Section 162 AktG for the financial year 2023 pursuant to Section 124 (2) sentence 3 AktG (supplementary information on agenda item 6)

I. Letter from the Chair of the Supervisory Board

Dear shareholders,

I hope you find this year´s remuneration report further aligned with your expectations. The Personnel Committee of the Supervisory Board and the Supervisory Board have started an intense process to engage with and evaluate our shareholders' views and will integrate those into the review of the remuneration system for the Management Board.

At the last Annual General Meeting, the majority of our shareholders present at the meeting voted against the submitted remuneration report for 2022. The Supervisory Board is ­committed to understanding the views of the shareholders. Therefore, I actively organized and participated in engagements with many of the Company's largest investors (Governance Roadshow) during 2023. I will ensure going forward that key themes and feedback that emerge during these engagements are reported back to the full Supervisory Board and any relevant committees, so that we can continue to refine and adapt our practices to better address the issues that our shareholders raise with us.

We understand the need for a robust remuneration framework that rewards exceptional performance, fosters talent retention, and aligns our employees' interests with the long- term success of the Company. However, we also recognize the significance of balancing these elements with the best interests of our stakeholders, including shareholders, ­employees, and the wider community. I would like to point out that our remuneration system is underpinned by a rigorous and consultative process. It is developed with the utmost care, taking into account market trends, peer benchmarking, and the overall economic landscape. External experts in executive remuneration are engaged to ensure we remain at the forefront of best practices, while also considering the specific needs and circumstances of our organization.

We have taken the clear voting results on the remuneration report for 2022 very seriously and have already implemented the feedback received from the Governance Roadshow in the following remuneration report for 2023, where we increased disclosure and deliver ­explanations. Furthermore, we will continue to engage with and listen to our stakeholders and will present a new compensation policy to the 2025 Annual General Meeting. In the following table we lay out how the criticism is being considered in the present Remuneration Report 2023 (table on the next page).

Criticism

Increase in the

remuneration­of a ­member of the Management Board

Lack of transparency

Discretionary intervention

Payouts from the

­Monetary Units Plan

Target achievement curve of the relative Total Shareholder Return

Shareholders' point of view and reaction on behalf of PUMA

Some shareholders expressed concerns regarding the increase of the remuneration of a member of the Management Board in financial year 2022 due to a lack of significant recognizable changes in the business operations or in the duties and responsibilities of the member of the Management Board.

• The criteria for the Supervisory Board to determine the remuneration of members of the Management Board include their individual tasks, their personal performance, the economic situation of PUMA, the overall success and future prospects of PUMA as well as the customary level of remuneration, taking into account the competitive environment and PUMA's
  internal­ remuneration structure.
• Against this background, the Supervisory Board has set a low starting salary for firstly appointed members of the Management Board compared to the market. This starting salary was increased as part of the reappointment and contract extension of Anne-Laure Descours to a level that is customary in the market and also appropriate in relation to her tasks and
  performance,­as well as to PUMA's economic position. Due to the company's strong global focus, the Supervisory Board iscommitted to attracting and retaining highly qualified executives for PUMA, which includes a competitive remuneration. In the financial year 2023, the Supervisory Board did not increase the remuneration for the Management Board.

Some shareholders have criticized the level of transparency regarding the disclosures of individual targets in the short-term variable remuneration (bonus).

• In the present Remuneration Report 2023, the individual targets are presented as transparently as possible without disclosing sensitive internal company information.
• The number of individual targets will be reduced in the financial year 2024 in order to minimize complexity and facilitate a more practical disclosure of such targets in the remuneration report.

Some shareholders have criticized the adjustments of the bonus regarding the target achievement of free cash flow (FCF).

• The Supervisory Board's decision to adjust the FCF target achievement was made in light of the fact that in the financial year 2022 the FCF was strongly impacted by unanticipated events outside of the company's control, such as Russia's attack on Ukraine and the strict No-Covid policy in Greater China. Sticking to the FCF target could have misdirected incen- tives over the course of the financial year, which would have harmed PUMA's long-term and sustainable development. In the interests of the long-termwell-being of the company,
  the Supervisory­ Board set the FCF target achievement for the Management Board members Arne Freundt, Anne-Laure Descours and Hubert Hinterseher at 100%. The FCF target
  achievement­for Bjørn Gulden who left the company in the financial year 2022 was not adjusted and therefore amounted to 0%.
• In financial year 2023, no adjustments were made to target achievements of KPIs by the Supervisory Board

Some shareholders expressed criticism regarding payouts which were issued independent of performance targets under the Monetary Units Plan.

• The criticism regarding the Monetary Units Plan only applies to commitments in the past that were granted prior to the implementation of the remuneration system approved by the Annual General Meeting on May 5, 2021. In the future, all members of the Management Board will only receive commitments from the Performance Share Plan as long-term variable remuneration

Some shareholders have criticized the target achievement curve for the relative Total Shareholder Return, providing a payout below the median of the peer group.

• The target achievement curve for the relative Total Shareholder Return is defined in the remuneration system, which has been approved by the Annual General Meeting on May 5, 2021. It is not possible to change the target achievement curve without submitting a new remuneration system to the Annual General Meeting.
• The Supervisory Board will reevaluate the remuneration system for PUMA's Management Board members until the 2025 Annual General Meeting and will also respond to the
  criticism­ expressed by shareholders. The revised remuneration system for the members of the Management Board will be submitted to the 2025 Annual General Meeting for approval.
  Thereby, the Supervisory Board intends to propose a target achievement curve for the relative Total Shareholder Return which will be signficantly more ambitious and in line with market practice.

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We will respond to the criticism expressed by shareholders. The Supervisory Board will reevaluate the remuneration system for PUMA's Management Board members in the course of the financial year 2024 and will present a revised remuneration system to the 2025 Annual General Meeting for approval. The upcoming new system will be simultaneously implemented for all active Management Board members' contracts.

We appreciate your continued support and trust in our organization and assure you that we are committed to reach the highest standards of corporate governance.

Yours sincerely,

Héloïse Temple-Boyer

II. Preamble

The Remuneration Report of PUMA SE (hereinafter referred to as "PUMA" or "the Company") explains the main features of the remuneration system of the Management Board and of the Supervisory Board and lays out the structure and amount of remuneration granted and owed to current and former members of the Management Board and the Supervisory Board of PUMA in the financial year 2023. The Remuneration Report complies with the requirements­

of Section 162 of the German Stock Corporation Act (Aktiengesetz - AktG) and follows the recommendations and suggestions of the German Corporate Governance Code (GCGC) in the updated version from April 28, 2022.

The Remuneration Report for the financial year 2022 was submitted to the Annual General Meeting on May 24, 2023 in accordance with Section 120a (4) AktG and only received 45.66% of approval. Against this background, the Management Board and Supervisory Board of PUMA assessed critical shareholder voices regarding the design and application of the remuneration system for members of the Management Board. In accordance with ­Section 120a (1) AktG, the remuneration system of the Management Board has to be ­submitted to the Annual General Meeting for an advisory vote in case of any significant changes or at least every four years. The Supervisory Board will take a thorough look at the remuneration system of the Management Board in fiscal year 2024. The aim is to revise the remuneration system whilst taking shareholder feedback into account. The revised ­remuneration system for the Management Board will subsequently be submitted to the 2025 Annual General Meeting for approval.

Effective January 1, 2023, the Supervisory Board has appointed Maria Valdes to the

Management­Board as Chief Product Officer. The Management Board of Puma now consists of four members including Arne Freundt (Chief Executive Officer), Hubert Hinterseher (Chief Financial Officer) and Anne-Laure Descours (Chief Sourcing Officer).

This Remuneration Report 2023 and the associated report on the audit of this remuneration report, as well as the current remuneration system for the Management Board and Supervisory Board, are available on the company's website.

The Remuneration Report 2023 will be submitted to the 2024 Annual General Meeting for approval.

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III. Remuneration philosophy

The remuneration system for the members of the Management Board is designed to create incentives for long-term and sustainable corporate performance. The aim of the remuneration system is to promote the implementation of the long-term corporate strategy by ensuring that the relevant performance parameters that determine the performance-related ­remuneration are aligned with PUMA's corporate management.

Through a predominant share of performance-related and thus variable remuneration, the performance contribution of the Management Board members with regard to the sustainable development of the company is to be rewarded, while negative deviations from the set targets lead to a significant reduction of the variable remuneration.

In designing the remuneration system for the Management Board, the Supervisory Board was guided in particular by the following guidelines:

IV. Governance of remuneration, benchmarking and alignment with workforce pay

The Supervisory Board of PUMA is responsible for determining the remuneration of the Management Board. The plenary session of the Supervisory Board decides on matters ­relating to the remuneration of the members of the Management Board on the basis of the respective recommendations of the Personnel Committee.

The total remuneration of the individual members of the Management Board is determined by the Supervisory Board. Criteria for the appropriateness of the total remuneration are the tasks of the individual Management Board member, the personal performance, the ­economic situation of PUMA, the success and the future prospects of PUMA as well as the customary level of remuneration taking into account the competitive environment and the internal remuneration structure of PUMA.

In order to assess the customary nature of the remuneration in the competitive environment, the Supervisory Board uses a relevant peer group (benchmark). The last benchmark was

Growth and profitability as key objectives in finance-related areas

Social, economic and environmental sustainability as PUMA's core values

Long-term interests of shareholders

Pay and conditions

of employment of employees

Consideration of regulatory requirements

• Growth and profitability as key financial targets and focus on improving the Net Working Capital (NWC) or free cash flow optimization (FCF)
• EBIT, NWC or FCF as strategy-derived financial performance targets in variable remuneration
• Social, economic and environmental sustainability as a core value for PUMA
• Use of the sustainability targets derived from the strategy as performance targets in the variable remuneration for the Board of Management
• Strong link between variable compensation and PUMA share performance to reflect the long-term interests of PUMA's shareholders
• Ensuring a uniform incentive and steering effect by applying the performance and targets of the Management Board also for managers and other employees of PUMA
• Design of the remuneration system for the members of PUMA's Management Board in accordance with the requirements of the German Stock Corporation Act (AktG) and the German Corporate Governance Code (GCGC) in its version dated December 16, 2019 (effective March 20, 2020) and April 28, 2022 (effective June 27, 2022)

carried out in September 2022. Since the PUMA SE share was listed in the DAX from 20 ­September 2021 to 19 December 2022 and is comparable with the companies in the DAX with regard to the size and registered office of the company, the peer group consisted at that time of all companies listed in the DAX. In order to consider comparable industry peers as additional indication, the compensation of PUMA's Management Board members was also compared with the compensation of ten international companies operating in the sporting goods and textile industry (Skechers, Nike, VF Corporation, Under Armour, Lululemon,

Inditex,­ adidas, H&M and Anta Sports).

In order to assess the customary nature of PUMA's internal remuneration structure, the relationship between the remuneration of the Management Board and the remuneration of senior management (reporting line to the Management Board) and the workforce as a whole is regularly reviewed, also with regard to developments over time.

In the financial year 2023, no benchmark was carried out and no compensation adjustments for the Management Board members were resolved upon by the Supervisory Board.

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A higher proportion of performance-related and thus variable remuneration is intended to reward the contribution of PUMA's Managing Board members to the sustainable development of the company, while negative deviations from the set targets lead to a significant reduction in variable remuneration and thus in total remuneration. In addition, the ­remuneration of the Management Board is geared towards PUMA's long-term and sustainable growth, so that the share of long-term variable remuneration outweighs the share of short-term variable remuneration. In order to achieve this for each member of the Management Board, the target amounts of the Performance Share Plan set in individual contracts always exceed the target amounts of the bonus.

The remuneration structure for the financial year 2023 is as follows for the incumbent members of the Management Board (on a full-year basis and based on a target achievement of 100% for the variable remuneration elements):

Target remuneration structure for the Management Board

3. Maximum remuneration

Pursuant to Section 87a para. 1 sentence 2 no. 1 AktG, the Supervisory Board shall determine a maximum remuneration for all remuneration components, consisting of basic remuneration, expenses for fringe benefits and company pension scheme as well as bonus and performance share plan for Management Board service contracts concluded or extended as of 1 January 2021. For the Chairman of the Management Board, the maximum remuneration is EUR 20,000,000. For the ordinary members of the Management Board, the maximum remuneration is EUR 10,000,000.

The total of all payments resulting from the commitments for the financial year 2023 can only be determined after the payment of the tranche of the performance share plan ­allocated for the financial year 2023 - i.e. at the end of the financial year 2026.

However, the amount of remuneration is further limited by means of caps on the payout amounts of the individual remuneration components. The payment of the bonus is limited to 150% of the target amount and the payment of the performance share plan is limited to 300% of the target amount. The arithmetical sum of the maximum amounts of the individual remuneration components is below the defined maximum remuneration according to

Section­ 87a para. 1 sentence 2 no. 1 of the German Stock Corporation Act (AktG), which means that this is complied with by all members of the Management Board.

4. Remuneration elements in detail

4.1. Remuneration independent of performance

The non-performance-related remuneration for the members of the Management Board consists of an annual basic remuneration, fringe benefits and a company pension. For employment periods of less than twelve months in a calendar year, all remuneration payments are made pro rata temporis.

4.1.1. Basic remuneration

The members of the Management Board receive a fixed basic remuneration, which is paid monthly. This remuneration is based on the tasks, the experience as a board member and the responsibility of the board member.

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4.1.2. Ancillary services

In addition, the members of the Management Board receive fringe benefits. In the ­financial year 2023, the members of the Management Board received the following fringe benefits:

• Provision of a company car for private use or car allowance or provision of a
  Bahncard­ 100 also for private use,
• Provision of accident insurance that also covers accidents that occur outside the employment relationship,
• Provision of a monthly allowance for health and long-term care insurance,
• Reimbursement of costs for a secondary residence and commute,
• Membership fees for sports clubs,
• Discounts on PUMA products and PUMA clothing quotas.

4.1.3. Company pension scheme

Members of the Management Board have the option of converting part or all of their performance-related and/ or non-performance-related remuneration into pension benefits for which the company has taken out a reinsurance policy. In the case of ­deferred compensation, the portion of the pension capital financed by the Management Board member's contributions to the reinsurance policy is vested. The members of the Management Board have the option of receiving either a lifelong pension or a lump-sum payment from the cover assets of the reinsurance policy after reaching the age of 62.

• PENSION COMMITMENTS IN ACCORDANCE WITH IAS 19 - CURRENT MEMBERS OF THE
  MANAGEMENT BOARD

In addition to contributions to the pension scheme, the present value of the provisions also takes into account ­additional contributions from deferred compensation by the Board of Management. The pension contributions of €117 ­thousand­ each of Anne-Laure Descours and Maria Valdes were transferred to a private pension scheme and are therefore shown as an ancillary benefit and not as a pension expense.

4.2. Performance-related remuneration

The payout amount of the performance-related remuneration is based on the achievement of previously defined financial and non-financial performance targets. It consists of a short-term variable remuneration (bonus) and a long-term variable remuneration (Performance­ Share Plan).

4.2.1. Short-term variable remuneration - bonus 2023 Basic operation

The short-term variable remuneration is allocated annually for the respective financial year ("Bonus 2023") and corresponds to the remuneration system approved by the Annual General Meeting on 5 May 2021 for all Management Board members. The payout amount of the bonus is determined on the basis of financial and non-financial ­per­formance targets (key performance indicators; KPIs).

The financial KPIs are operating profit (EBIT) measured on the basis of constant ­currency in order to exclude fluctuating exchange rates and to reflect operational

performance­and either free cash flow (FCF) or net working capital (NWC), taking into account the appropriateness of the KPI to further PUMA's business strategy. The ­financial KPIs are measured at Group level in each case. For the financial year 2023, the Supervisory Board defined FCF as the second financial KPI alongside EBIT as FCF is more indicative for the liquidity at Group level, which is used for investments, debt repayments and dividend payments. The two financial KPIs are weighted at 60% for EBIT and 20% for FCF. Against this background 20% of the total weighting remain for the non-financial KPIs.

The non-financial KPIs are the individual performance of the respective Management Board member and the achievement of the Group-wide sustainability targets. According to the remuneration system approved by the Annual General Meeting, the Supervisory Board can adjust the weighting of the non-financial KPIs within clearly defined ­bandwidths for each financial year. For the financial year 2023, the Supervisory Board has set a weighting of 10% for the individual targets and 10% for the sustainability targets.

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The following chart illustrates the basic functioning of the bonus for the financial year 2023.

Annual bonus 2023

defined target achievement points is interpolated linearly, which means that each percentage­ point above 100% leads to an increase in target achievement of

target bonus x in €

Payout in €

• (Cap: 150% of the target bonus)

Target achievement curve for EBIT and FCF

The corresponding numerical target values for the KPIs are set annually by the Supervisory Board after the balance sheet meeting, i.e. at the beginning of each financial year. For the financial KPIs, the individual targets and the sustainability targets, the range of possible target achievement is from 0% to 150%. It is therefore possible that no bonus will be paid if the minimum targets are not achieved. The Supervisory Board determines the degree of target achievement for each performance target in its balance sheet meeting after the end of the financial year. The overall target achievement can be between 0% and 150%. The bonus shall be paid no later than two months after the balance sheet meeting.

Financial KPIs

An identical target achievement curve was set for the two financial KPIs. If the budget target for EBIT or FCF is reached, the target achievement is 100% (target value).

If the EBIT or FCF is below a hurdle of 95% of the target value (threshold value), the target achievement is set at 0%. If EBIT or FCF reaches 95% of the target value, target achievement is 50%. If EBIT or FCF reach 120% or more of the target value, target achievement is limited to 150% (maximum value). Target achievement between the

The targets and the actual values achieved as well as the resulting target attainment are shown in the following table for EBIT and FCF:

• TARGET ACHIEVEMENT BONUS 2023 - FINANCIAL KPIS

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Individual targets

• TARGET ACHIEVEMENT BONUS 2023 - INDIVIDUAL TARGETS

The Supervisory Board assesses the individual performance of each member of the Management Board on the basis of previously defined criteria. In doing so, target

criteria­ for the assessment of individual performance are set by the Supervisory Board each year. At the end of the performance period, the Supervisory Board assesses the degree of achievement of the target criteria. In general, target achievement can range from 0% to 150%.

The following table shows the individual targets for each Management Board member for the financial year 2023 as well as the respective target achievement. Overall, the agreed individual targets were met. Thus, the Supervisory Board determined a target achievement of 100% for each Management Board member:

Member of the Board

Arne Freundt

(Chief Executive Officer)

Anne-Laure Descours

(Chief Sourcing Officer)

Hubert Hinterseher

(Chief Financial Officer)

Maria Valdes

(Chief Product Officer since 01.01.2023)

Agreed individual targets

Wellbeing, safety and development of employees Elevate the brand

Increase the market share in the USA

Increase the market share in China

Wellbeing, safety and development of employees Continue supplier partnership to ensure flexibility, speed and competitve sourcing

Diligently execute against 10 for 2025 Sustainability Targets

Wellbeing, safety and development of employees Provide modern IT infrastructure

Appropriate financial steering, management of financial

closing­ and ensuring compliance in all operations

Wellbeing, safety and development of employees Strengening consumer centricity and imporiving Go-To-Market approach

Expanding product offering with progressive new designs and innovations

Target achievement in %

100

100 

100

100