OVB : Invitation to the 2024 Annual General Meeting

Invitation

to the 2024 Annual General Meeting

2024 Annual General Meeting | Agenda

OVB Holding AG

Cologne

ISIN DE0006286560

Convening notice of the 2024 Annual General Meeting

Dear shareholders,

We hereby invite you to the

Annual General Meeting of OVB Holding AG

to be held on Wednesday 12 June 2024 at 10:00 a.m. (CEST) (admission starting at 9:30 a.m. (CEST)) at the Dorint Hotel am Heumarkt Cologne, Pipinstrasse 1, 50667 Cologne city centre, Germany.

2

2024 Annual General Meeting | Agenda

Agenda

1. Presentation of the adopted separate financial statements of OVB Holding AG and the approved consolidated financial statements, each as of 31 December 2023, and the Summary Management Report of OVB Holding AG and the Group, including the Executive Board's explanatory report on the disclosures pursuant to sections 289a and 315a of the German Commercial Code (HGB), the Separate Non-Financial Group Report, and the Supervisory Board's report, each for the financial year 2023
   In accordance with legal requirements, there will be no resolution concerning agenda item 1, as the separate fi- nancial statements and consolidated financial statements have already been approved by the Supervisory Board and therefore the financial statements have been adopted.
2. Resolution on the appropriation of retained earnings as of 31 December 2023
   The Executive Board and Supervisory Board propose that the retained earnings in the amount of EUR
   20,782,024.92 for the 2023 financial year be appropriated as follows:

Distribution of a dividend of EUR 0.90 per no-par share entitled to dividend; with 14,251,314 no-par shares entitled to dividend,

Profit carryforward of

EUR 12,826,182.60

EUR 7,955,842.32

Pursuant to section 58(4) second sentence of the German Stock Corporation Act (AktG), the entitlement to the dividend falls due on the third business day following the resolution of the Annual General Meeting, i.e. on 17 June 2024.

3. Resolution on the formal discharge of the members of the Executive Board for the 2023 financial year
The Executive Board and Supervisory Board propose that formal discharge be granted to the members of the	3
Executive Board for the 2023 financial year.

1. Resolution on the formal discharge of the members of the Supervisory Board for the 2023 financial year
   The Executive Board and Supervisory Board propose that formal discharge be granted to the members of the Supervisory Board for the 2023 financial year.
2. Resolution on the appointment of the auditor and the Group auditor for the 2024 financial year as well as the auditor for any audit review of interim financial reports
   Based on the recommendation of its Audit Committee, the Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft,­ Düsseldorf, be appointed as auditor and group auditor for the 2024­ financial year and as auditor for any audit review of interim financial reports to be prepared prior to the 2025 Annual General Meeting.
   The Audit Committee has declared that its recommendation is free from the undue influence of third parties and that no clause that restricts its selection options in the definition of Article 16(6) of the EU Auditors'
   Regulation­ (Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC) was imposed on it.
3. Resolution on the appointment of the auditor for the sustainability report for the 2024 financial year
   In accordance with the Corporate Sustainability Reporting Directive (CSRD), which came into force on 5 January 2023, OVB Holding AG must supplement the Summary Management Report of OVB Holding AG and the Group for the 2024 financial year with a sustainability report that must be audited externally by the auditor or, at the option of the respective member state, by another (financial statement) auditor or an independent provider of other auditing services.

2024 Annual General Meeting | Agenda

The EU member states must transpose the CSRD into national law by 6 July 2024. It is assumed that German legislators will pass a law to transpose the CSRD into German law ("CSRD Implementation Act") and that this will apply to the 2024 financial year as soon as the law comes into force.

Based on the recommendation of its Audit Committee, the Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft,­ Düsseldorf, be appointed as the auditor of the sustainability report for the 2024 financial year, subject to the CSRD Implementation Act coming into force. The resolution will be valid only if, in accordance with the CSRD Implementation Act, a sustainability report to be prepared for the 2024 financial year is to be audited externally by an auditor to be appointed by the Annual General Meeting.

The Audit Committee has declared that its recommendation is free from the undue influence of third parties and that no clause that restricts its selection options in the definition of Article 16(6) of the EU Auditors' Regulation was imposed on it.

1. Resolution on the approval of the remuneration report for the 2023 financial year prepared and audited pur- suant to section 162 AktG
   The Executive Board and Supervisory Board submit to the Annual General Meeting the remuneration report for OVB Holding AG for the 2023 financial year, including the opinion pursuant to section 162(3) third sentence AktG, printed in this invitation under the section "Addendum to agenda item 7: Remuneration report for OVB Holding AG for the 2023 financial year", which was prepared pursuant to section 162 AktG, and whose content was also audited beyond the requirements of section 162(3) first and second sentences AktG by Pricewater- houseCoopers GmbH, Wirtschaftsprüfungsgesellschaft, Düsseldorf, Germany, and the two boards propose that the following be resolved:
   The remuneration report for OVB Holding AG for the 2023 financial year is approved.
2. Amendment to the Articles of Association due to the Future Financing Act

When the Future Financing Act (Zukunftsfinanzierungsgesetz - ZuFinG) came into force on 15 December 2023,	4
the legislators aligned the definition of "record date" contained in section 123(4) second sentence of the German
Stock Corporation Act (AktG) with European requirements. While this does not involve any material change, the
wording of Article 16(2) third sentence of the company's Articles of Association, which reflects the wording of the
law at that time, must be adapted to the new legal wording.
The Executive Board and Supervisory Board propose adopting the following resolution:
Article 16(2) third sentence of the company's Articles of Association is amended as follows:
"The proof of share ownership must relate to the close of business on the 22nd day before the Annual General
Meeting and must be received by the company at the address stated for this purpose in the invitation at least six
days before the Annual General Meeting."

Addendum to agenda item 7: Remuneration report for OVB Holding AG for the 2023 financial year

Under agenda item 7, the Executive Board and Supervisory Board propose that the remuneration report for OVB Holding AG for the 2023 financial year be approved. The content of the remuneration report prepared by the Executive Board and Supervisory Board is as follows:

2024 Annual General Meeting | Addendum to the agenda

Remuneration report according to Section 162 AktG of OVB Holding AG for financial year 2023

The remuneration report for financial year 2023 provides information about the individual remuneration of the acting and former members of the Executive Board and the Supervisory Board of OVB Holding AG. It includes detailed information on the remuneration policy necessary for an understanding of the data, the remuneration of the services of the Executive Board members, the remuneration of the Supervisory Board members and explanations how the remuneration promotes the long-term development of OVB Holding AG.

report with a vast majority of 99.99 per cent. Due to the high approval rate on this agenda item, there were no grounds for adjustments to reporting.

A.2. Personnel matters - Executive Board

The Executive Board of OVB Holding AG has three mem- bers. The composition of the Executive Board remained unchanged in financial year 2023.

The remuneration report has been jointly prepared by the Executive Board and the Supervisory Board and meets the requirements of Section 162 AktG (German Stock Corporation Act). The Company has decided to have the report audited with respect to its content as well, thus beyond the scope stipulated by Section 162

1. sentences 1 and 2 AktG, by the auditor, Pricewater- houseCoopers (PwC). The audit certificate prepared by the auditor, summarising the findings of the audit, is annexed to this report in full. The remuneration report at hand will be submitted to the Annual General Meeting of OVB Holding AG on 12 June 2024 for approval.

Detailed information on the remuneration policies for the members of Executive Board and Supervisory Board of OVB Holding AG are available on the Company's web- site [www.ovb.eu/english/investor-relations/corporate-­governance]. The remuneration report and the audit certificate on the auditor's content audit are available for download on the website of OVB Holding AG as well (https://www.ovb.eu/english/investor-relations/­corporate-governance).

Rounding may have the effect that individual numbers stated in this report will not add up exactly to stated totals and that percentages stated will not exactly reflect the absolute values they refer to.

A.3. Approval of the Executive Board remuneration policy by the Annual General Meeting

The remuneration policy in effect during the reporting period was adopted by the Supervisory Board of OVB Holding AG on 18 March 2022 after having been prepared by the Nomination and Remuneration Commit- tee. It was approved by the Annual General Meeting of 15 June 2022 as agenda item 7 with a majority of

99.99 per cent. According to Section 120a (1) AktG, the general meeting of shareholders of a listed compa- ny shall adopt a resolution on the approval of the remu- neration policy for executive board members submit-

ted by the supervisory board upon any material	5
amendment to the remuneration policy and at least
every four years.

A.4. Application and date of application of the remuneration policy

The Supervisory Board has implemented the new remuneration policy retroactively as of 1 January 2022 and reconciled the employment contracts of thecurrent Executive Board members with the new policy by way of adjustments. The Executive Board remuneration policy was applied for all current members of the Executive Board in financial year 2023.

A. Review of financial year and

­compensation year 2023

A.1. Approval of the remuneration report 2022 by the Annual General Meeting

The remuneration report for financial year 2022 prepared and audited in accordance with Section 162 AktG was submitted to the Annual General Meeting of 14 June 2023 as agenda item 7 for approval. The Annual General Meeting approved the remuneration

A.5. Business performance of OVB Holding AG 2023

The year 2023 as a whole continued to be characterised by geopolitical tensions. While the Russian war of aggression in Ukraine continues, another war has started in the Middle East since the Hamas terrorist attack on Israel on 7 October 2023. For private households, the high inflation rates mean that less money is available for security and provision after deducting essential expenses. In addition, climate change remains a cause for concern. Against the backdrop of thoroughly challenging political and economic conditions, OVB Holding AG managed once again to generate record brokerage income in 2023, now for the fourth time in a row.

2024 Annual General Meeting | Addendum to the agenda

The Group recorded sales growth of 6.7 per cent to Euro 354.3 million. The operating result (EBIT) came to Euro 17.8 million after Euro 22.0 million in the previous year due to inflation-related cost increases. Thanks to the prudent management by the Executive Board and the extraordinary commitment of the financial advisors and employees, OVB Holding AG performed well once again.

B. Remuneration of the members of the Executive Board

The remuneration of the members of the Executive Board is composed of non-performance-based, performance -based and other remuneration components. These include:

• non-performance-based:base salary, fringe benefits and contributions to individual retirement provision
• performance-based:short-term variable remuneration (short-term incentive, STI) and long-term variable remuneration (long-term incentive, LTI)
• other components: commitments in the event of termination of Executive Board membership

B.1. Overview of the Executive Board remuneration policy in financial year 2023

The remuneration policy for the Executive Board of OVB Holding AG is oriented towards the Company's sustained and long-term development and is aligned with the economic situation and future prospects of the Company as well as the individual performances of each Executive Board member. The Supervisory Board of OVB Holding AG is responsible for the arrangement of the remuneration policy.

Executive Board remuneration policy 2023

The following table offers a comprehensive overview of the components of the remuneration policy applicable for Executive Board members in financial year 2023, the arrangement of the separate remuneration components and the respective objectives these components are based on.

Remuneration components	Objectives	Arrangement	6

Non-performance-based remuneration

Basa salary

Fringe benefits

Retirement provision

Aligned with the scope of responsibilities of the respective Executive Board member; adequate base income and adequate fringe benefits as the foundation of a competitive and customary remuneration package intended to prevent inadequate risk taking

Adequate provision for retire- ment, disability and surviving dependents as the foundation of a competitive and customary remuneration package

• annual base salary
• monthly payment in twelve equal installments
• CEO: EUR 450 thousand
• CFO: EUR 255 thousand
• COO: EUR 222 thousand

Company car use (or compensation thereof), provision of communication devices, insurance premium payments (term life insurance, accident insurance), contributions to pension schemes and health insurance, savings plan pay- ments, contributions for secondary residence

Annual contribution of a fixed amount to a defined benefit pension fund covered by congruent reinsurance (including disability and survivors' pension):

• CEO: EUR 199 thousand
• CFO: EUR 83 thousand
• COO: EUR 62 thousand

2024 Annual General Meeting | Addendum to the agenda

Remuneration components	Objectives	Arrangement
Performance-based
remuneration

One-year variable remuneration (annual bonus, STI)

Multi-year variable remuneration (LTI)

Securing and increasing the Company's success and shareholder value; long-term strengthening of profitability and market position; consideration of the overall responsibility of the Executive Board; promoting the Executive Board members' individual performances; focusing on the Group's key performance indicators

Safeguarding the Company's sustained development

• EBIT: target/actual comparison (40 %)
• brokerage income: target/actual comparison (20 %)
• other individual and operational targets (20 %)
• individual qualitative business and sustainability targets (20 %)
• Target amount at 100 % target achievement 2023:
• • CEO: EUR 135 thousand
  • CFO: EUR 77 thousand
  • COO: EUR 67 thousand
• cash payment
• EBIT: moving Ø of the actuals achieved in the last 2 financial years as well as the budgeted amount for the current financial year (70 %)
• brokerage income: moving Ø of the actuals achieved in the last 2 financial years and the budgeted amount for the current financial year (30 %)
• Target amount at 100 % target achievement in 2023:
• • CEO: EUR 165 thousand
  • CFO: EUR 94 thousand
  • COO: EUR 81 thousand
• cash payment

Benefits in the event of termination of employment

Consensual termination

Preventing inappropriately high	Severance limited to remaining term of employment con-
severance payments	tract or rather no more than twice the annual remunera-
	tion (severance cap)

Other remuneration provisions			7
Maximum remuneration
Preventing uncontrolled high	Cap on variable remuneration at reaching the ceiling
according to Section 87a (1)	payments	defined for one financial year:
sentence 2 no. 1 AktG		- CEO: EUR 1,300 thousand
		- CFO: EUR 750 thousand
		- COO: EUR 750 thousand

B.2. Target remuneration and remuneration ceiling

B.2.1. Target remuneration

The respective target remuneration amounts have been determined for each Executive Board member in accordance with the remuneration policy. In defining remuneration components, the Supervisory Board took into consideration the responsibilities and functions of each member of the Executive Board and thus also the different requirements directed at the respective Executive Board member. The Supervisory Board also particularly factored into its decision the Company's economic situa- tion, market environment and future prospects.

Total target compensation encompasses all remuneration components and is the total of any given year's remuneration amounts in case of target achievement at one hundred per cent. As the total target compensation applies only upon the achievement of all predefined tar- gets, it offers an incentive for the Executive Board mem- bers' performances and thus also for a strong business performance. An overachievement of the predefined targets can lead to an increase in total remuneration which however is limited by the respectively determined remuneration ceiling (B.2.2).

The following table shows the individual total target remuneration of each Executive Board member as well as the separate remuneration components of the total target remuneration. The percentages indicating the

2024 Annual General Meeting | Addendum to the agenda

relative share of the remuneration components in total target compensation can be found in the table in brackets after the corresponding amounts.

Target remuneration for financial year 2023 EUR'000 (%)

Remuneration component

Base salary

Fringe benefits

One-year variable remuneration (STI)

Multi-year variable remuneration (LTI)

Retirement provision (annual benefits)

Target total remuneration

Mario Freis

CEO

1. (46.3)

22.0 (2.3)

1. (13.9)

1. (17.0)

1. (20.5)

970.9 (100.0)

Frank Burow

CFO

1. (46.6)

38.5 (7.0)

1. (14.0)

1. (17.1)

1. (15.3)

547.0 (100.0)

Heinrich Fritzlar

COO

1. (46.5)

45.2 (9.5)

1. (14.0)

1. (17.0)

1. (13.0)

477.4 (100.0)

B.2.2. Remuneration ceiling

In accordance with Section 87a (1) sentence 2 no. 1 AktG, the Supervisory Board has provided for a binding maximum remuneration (remuneration ceiling) in

the remuneration policy with respect to the annual total remuneration of each individual Executive Board member, comprising all non-performance-based and performance-based remuneration components.

The remuneration ceiling thus represents a total ceiling amount for the individual Executive Board members and corresponds to the maximum accrual of funds for the respective financial year. The following table depicts the remuneration ceiling of the individual ­Executive Board members for financial year 2023.

8

Remuneration ceiling of Executive Board members 2023

EUR'000

Current Executive Board members

Former Executive Board members

Remuneration component

Base salary

Fringe benefits

Ceiling one-year variable remuneration − target range: 150 % max.−

Ceiling multi-year variable remuneration (bonus account)

− target range: 200 % max. −

Retirement provision (annual benefits)

Non-compete compensation*

Mario Freis

CEO

450.0

22.0

202.5

330.0

198.9

Frank Burow

CFO

255.0

38.5

114.8

187.0

83.5

Heinrich Fritzlar

COO

222.0

45.2

100.5

162.0

62.2

Thomas Hücker former COO (until 31/05/2022)

0.0

0.0

29.1

233.7

0.0

158.3

Remuneration ceiling (maximum remuneration amount)

1,300.0

750.0

750.0

750.0

• The Company has committed itself to pay monthly non-compete compensation of EUR 31.7 thousand to the previous COO, who left the Company as of 31 May 2022, for the duration of the post-contractualnon-compete covenant.

2024 Annual General Meeting | Addendum to the agenda

Compliance with the remuneration ceiling in financial year 2023 and the previous year 2022 can only be reviewed or rather safeguarded in the year 2026 or rather 2025 as only then the final remuneration component for financial year 2023 and the previous year 2022 will be determined and accrued by the members of the Executive Board. The former COO has accrued remuneration in the amount of EUR 421.1 thousand for financial year 2023 (including non-compete com- pensation), compliant with the remuneration ceiling determined for financial year 2023. The former COO accrued EUR 505.0 thousand for financial year 2022 (including non-compete compensation), compliant with the remuneration ceiling (of EUR 750 thousand) determined for 2022 as well.

B.3 Separate remuneration components and amounts of Executive Board remuneration for financial year 2023

B.3.1 Non-performance-based remuneration

Fixed non-performance-based remuneration components include base salary, fringe benefits and retirement provision.

Fringe benefits contain the use of company cars (or compensation thereof), the provision of communication devices and technology, the payment of insurance premiums (term life insurance, accident insurance), contributions to pension schemes and health insurance as well as savings plan payments or contributions for secondary residence generally all Executive Board members are equally entitled to yet subject to different amounts depending on each member's personal situation.

The Executive Board members also receive contributions to a defined benefit pension fund with congruent reinsurance coverage in support of the Executive Board member and his or her surviving dependents. Further information on this can be found in chapter B.4 »Contri- butions to a defined benefit pension fund with congruent reinsurance coverage«.

B.3.2. Variable remuneration

Variable performance-based remuneration consists of short-term variable remuneration (short-term incen- tive, STI) and long-term variable remuneration (long- term incentive, LTI).

Both components are linked to the Executive Board's performance and aim at the sustained increase in shareholder value and a performance-based corporate management.

They are intended to promote the Executive Board's orientation towards long-term and sustainable man- agement. For this reason, the share of multi-year performance -based remuneration components is relatively high. At the same time, the responsibilities and the performances of the Executive Board as a whole and of each of its members are taken into consideration.

B.3.2.1 Short-term variable remuneration

(short-term incentive, STI)

The STI is aligned with OVB Group's financial, business, operational and strategic successes achieved over the financial year. Prior to the beginning of each financial year, the Supervisory Board considers the recommendations of the Nomination and Remuneration Committee and determines the specific performance criteria, indicators and focus topics including the methods for performance evaluation based on corporate budgeting prepared by the Executive Board and approved by the Supervisory Board and defines the components' respective shares in the STI.

OVB Holding AG prioritises securing and increasing the business success as well as the shareholder value in all aspects of relevance. Profitability and market position of OVB Holding AG are thus intended to be

strengthened for the long term. Profitable and efficient9 management is also meant to be incentivised.

Apart from classic earnings indicators, objectives that are essential for the Company's sustained development such as the implementation of the corporate strategy, the development of new business areas and markets or an optimisation of the current market position are taken into account in particular. Sustainability targets are also accounted for. The performance criteria are determined on the basis of suitable key indicators established in the Company. The Supervisory Board ascertains that its definition of targets is challenging and ambitious.

Quantitative targets account for 80 per cent of the STI, qualitative targets amount to 20 per cent. The relative composition provides for 40 % for the operating result (EBIT), 20 per cent for brokerage income (sales), 20 per cent for other financial and operational targets and another 20 per cent for qualitative targets with one sustainability target among them. The target corridor for the annual bonus ranges from 75 per cent to 150 per cent of the STI.

In the first Supervisory Board meeting after the end of the financial year, the actual STI target achievement of each Executive Board member was established by the Supervisory Board on the basis of the adopted annual financial statements.

2024 Annual General Meeting | Addendum to the agenda

The following table depicts the achievement of the

STI target criteria in financial year 2023:

Rel-

Target value

Target

Presentation of performance criteria

ative

(100 % target

Actual

achievement

for STI 2023

share

achievement)

FY 2023

in %

OVB Holding AG

(CEO, CFO and COO)

EBIT Group 2023

40 %

18.2

17.8

98.0

(EUR million)

Brokerage income Group 2023

20 %

345.7

354.3

102.5

(EUR million)

Adjusted operating expense ratio

10 %

30.0

30.3

99.0

Group (per cent)

Expansion of productivity in sales

10 %

Expansion of sales capacity

128.0

of OVB Germany

Sustained corporate development

10 %

Evaluation/Positive feedback to

125.0

based on strategy »OVB Excellence

presentation to the Supervisory Board

2027«

in 09/2023

Assessment criteria are among

others the implementation of the

strategy, particularly with respect to

its sustainability promoting strategic

measures

Mario Freis,

Sustained expansion of the sales

10 %

Further expansion of digital platforms

125.0

CEO

force

such as »Personal Development« and

Assessment criteria are among

»Leadership Control« optimises the

induction of new financial advisors;

10

others further qualitative strategic

sales executives are supported in their

measures for the sustained expan-

management functions even more

sion of the financial advisor base

systematically

Frank Burow,

Guaranteeing a proper compliance,

10 %

Further development of the compli-

125.0

CFO

risk and internal control manage-

ance management system (Compli-

ment system

ance 2.0), further development of

One of the assessment criteria is

the ICS based on software support

(accountability of effectiveness)

the further improvement of the risk

position

Heinrich Fritzlar,

Structured further development of

10 %

Introduction of OVB EASY in PL, DE

75.0

COO

high COO performance in the core

and FR, among other things, and

topics IT, Operations and HR

optimisation of the current versions

through »EASY Excellence«, imple-

mentation of a centralised procure-

ment management for optimising the

purchasing process

The STI for this financial year resulting from the achievement of the target criteria in financial year 2023 is presented in the following table:

Amount of annual bonus (STI) in financial
year 2023	Target achievement in %
Executive Board
Mario Freis, CEO	107.4
Frank Burow, CFO	107.4
Heinrich Fritzlar, COO	102.4

2023, EUR'000

145.0

82.2

68.6

Full consideration of the performances rendered over the period from 1 January 2023 to 31 December 2023 entails that the payment of the aforementioned amounts

can only be made after the end of the year under review. The STI amounts disclosed in the table reflect the accruals in financial year 2024.