Cembra Money Bank : Invitation to the Annual General Meeting 2022

Invitation to the Annual General Meeting of Shareholders of Cembra Money Bank AG

Thursday, 21 April 2022, at 14:00

Cembra Money Bank AG

Bändliweg 20, 8048 Zurich

Important notice:

In view of the current situation and in accordance with article 27 of the Ordinance 3 on Measures to Combat the Coronavirus (Covid-19 Ordinance 3), this Annual General Meeting is held without physical presence of the shareholders.

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2	Invitation to the Annual General Meeting of Shareholders

Dear Shareholder,

Despite the recent easing of Covid-19 protection measures, the Board of Directors has decided to conduct the Annual General Meeting 2022 without the physical presence of the shareholders. This is in accordance with article 27 of the Covid-19 Ordinance 3. The Board of Directors regrets having to forego your presence but considers this step to be necessary as the protection of the health of shareholders and employees remains a top priority for Cembra.

Shareholders may exercise their voting rights by issuing a power of attorney containing instructions for the independent proxy (Law Office Keller Partnership). Detailed information on this can be found under "Administrative Details" at the end of this invitation.

In this extraordinary situation, it is important to the Board of Directors that you as a shareholder can contact us and ask questions. Please send these questions to Investor Relations ([e-mail]) until 19 April 2022.

The Annual Report 2021 (incl. the Compensation Report) and the reports of the statutory auditors are available for inspection at the Bank's headquarters (Bändliweg 20, 8048 Zurich, Switzerland). The Annual Report 2021 is also available online on the website: www.cembra.ch/investors. A printed Business Review will be sent to shareholders at their request.

On behalf of the Board of Directors, I would like to express my gratitude to you for your trust and confidence in Cembra.

Zurich, 16 March 2022

Yours sincerely,

On behalf of the Board of Directors

Felix Weber

Chairman of the Board of Directors

Annex: Shareholder Information on the Compensation Votes at the Annual General Meeting 2022

Contact details: Cembra Money Bank AG, Investor Relations, Bändliweg 20, 8048 Zurich, Switzerland; Phone [phone]; [e-mail]

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Agenda Items and Proposals of the Board of Directors

(English translation of the binding German original)

1. Annual Report 2021 (Approval of Management Report 2021, Consolidated and Individual Financial Statements 2021)
   Proposal: The Board of Directors proposes that the Management Report 2021 and the Consolidated and Individual Financial Statements 2021 be approved.
2. Consultative vote on the Compensation Report 2021
   Proposal: The Board of Directors proposes that the Compensation Report 2021 (pages 96 to 117 of the Annual Report 2021) be approved.
   Explanation: In line with the Swiss Code of Best Practice for Corporate Gover- nance and article 11a para. 4 of the Articles of Incorporation, the Board of Directors is seeking the shareholders' approval of the Compensation Report 2021 on a consultative basis.
3. Allocation of distributable profit and distribution
   Proposal: The Board of Directors proposes to pay a dividend of CHF 3.85 per share* out of the distributable profit, amounting to a total distribution of approximately CHF 113.1 million (depending on the number of shares issued as of the last trading day prior to the ex-date, i.e. 25 April 2022, with entitlement to receive the payment), to allocate CHF 38.0 million of the distributable profit to voluntary retained earn- ings reserves and to carry forward the remainder of CHF 239,098.

Allocation of profit as proposed to the Annual General Meeting
Profit carried forward	CHF	36,265
Profit for the year	CHF	151,339,199
Distributable profit	CHF	151,375,464
Allocation to voluntary retained earnings reserves	CHF	- 38,000,000
Dividend from distributable profit	CHF - 113,136,366
New profit carried forward	CHF	239,098

* Treasury shares are not entitled to the distribution of dividends

4	Invitation to the Annual General Meeting of Shareholders

Explanation: If the Board of Directors' proposal of a distribution is approved, the gross dividend will amount to CHF 3.85 per share, representing a net amount of CHF 2.50 per share after deduction of the Swiss withholding tax of 35%. The distribution will be paid as from 27 April 2022 (ex-date: 25 April 2022).

1. Discharge of the members of the Board of Directors and the Management Board Proposal: The Board of Directors proposes that full discharge be granted to the members of the Board of Directors and the Management Board for the financial year 2021.
2. Re-electionsand elections

5.1 Re-election of the Chairman and the members of the Board of Directors Proposal: The Board of Directors proposes that Felix Weber be re-elected as member and Chairman of the Board of Directors and that Thomas Buess, Susanne Klöss-Braekler and Monica Mächler be re-elected as members of the

Board of Directors for a term of office ending with the conclusion of the next Annual General Meeting.

1. Re-electionof Felix Weber as member and Chairman
2. Re-electionof Thomas Buess as member
3. Re-electionof Susanne Klöss-Braekler as member
4. Re-electionof Monica Mächler as member

Explanation: In accordance with article 19 of the Articles of Incorporation,

the Annual General Meeting individually votes on the election of each member of the Board of Directors as well as the Chairman of the Board of Directors for a term of office ending with the conclusion of the next Annual General Meeting.

Additional information on each member of the Board of Directors is provided in the Corporate Governance section of the Annual Report 2021.

5.2 Election of three new members of the Board of Directors

Proposal: The Board of Directors proposes that Jörg Behrens, Marc Berg and Alexander (named Alex) Finn be elected as members of the Board of Directors for a term of office ending with the conclusion of the next Annual General Meeting.

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5.2.1 Election of Jörg Behrens

Jörg Behrens (German/Swiss dual national and Swiss resident, born in 1964) has many years' experience in risk management, as well as strategic business management and consulting in the financial services sector. He founded Fintegral AG in 2009, led the company for 10 years as Managing Partner and Vice Chairman and has been serving as Chairman of the Board of Directors of the company since 2019. From 2012 to 2021, he served as a member of the Board of Directors as well as Chairman of the Risk Committee and member of the Audit Committee of Leonteq AG. From 2002 to 2009, he was a partner at Ernst & Young AG Switzerland, including Head of Financial Risk Management Central Europe and Global Head of Risk Analytics. Jörg Behrens will become an independent member of the Board of Directors of Cembra Money Bank AG upon election.

5.2.2 Election of Marc Berg

Marc Berg (German national and resident, born in 1975) is an expert in digital transformation and business models and CEO of the Free Now Group (Intelligent Apps GmbH). He was CEO DACH at the online payment service provider Klarna Bank AB from 2016 to 2018. Previously, he held various positions at Otto Group, including responsibility for group strategy, before taking over as CEO of Finno- vato GmbH. Marc Berg will become an independent member of the Board of Directors of Cembra Money Bank AG upon election.

5.2.3 Election of Alexander (named Alex) Finn

Alex Finn (UK/US dual national and UK resident, born in 1961) has more than 30 years of experience in the financial services sector, primarily in insurance. Since 1995, he has been an insurance partner with PricewaterhouseCoopers (PwC) UK, leading accounting, auditing and advisory services to PwC's largest global clients. Between 2010 and 2021, he was responsible for PwC's services to two Swiss-based global insurance groups as well as the European Insurance CFO Forum. From 2014 to 2020, Alex Finn also led PwC's EMEA insurance practice.

He will retire from PwC on 30 June 2022. Alex Finn will become an independent member of the Board of Directors of Cembra Money Bank AG upon election.