PATRIZIA : Remuneration system for the members of the Board of Directors

Annex to item 10 of the agenda: Remuneration system for the members of the Boards of

Directors

Remuneration system for the members of the Boards of Directors

1. Contribution of the remuneration to the promotion of the business strategy and the long-term development of PATRIZIA SE

According to Section 22 (1) SEAG, the Board of Directors manages the company, determines the basic principles of its activities and monitors their implementation. When it comes to the remuneration of the Board of Directors, it tends to be more comparable to a supervisory board than a management board. This is shown by the reference in Section 38 para. 1 SEAG to Section 113 German Stock Corporation

Act ("AktG"), which deals with the remuneration of supervisory board members.

The structure and amount of the remuneration of the members of the Board of Directors takes into account the requirements associated with the position of a member of the Board of Directors at PATRIZIA SE, in particular the time commitment and responsibilities involved.

The remuneration is in line with the market practice of comparable listed companies in the same sector and makes it possible to recruit suitable and qualified candidates for the office of a member of the Board of Directors. In this way, the remuneration of the Board of Directors contributes to the Board of Directors as a whole being able to perform its duties.

The remuneration of the members of the Board of Directors consists exclusively of fixed remuneration components. The structure of the Board of Directors' remuneration thus counterbalances the highly performance-based remuneration of the Executive Directors. This strengthens the independence of the Board of Directors, which must comprise a majority of non-executive members, and thereby promotes the long-term development of PATRIZIA SE. The restriction to fixed remuneration also complies with recommendation G.18 sentence 1 of the German Corporate Governance Code.

The amount of remuneration paid to the individual members of the Board of Directors depends on the responsibilities within the Board of Directors and the membership in its committees and the number of meetings attended.

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2. Remuneration components

The remuneration of the Board of Directors is structured as follows and will be reflected accordingly in the Articles of Association:

1. The members of the Board of Directors shall receive a fixed annual remuneration of EUR 80,000 (in words: eighty thousand euros). Notwithstanding sentence 1, the chairperson of the Board of Directors shall receive three times and the deputy chairperson of the Board of Directors shall receive one and a half times the amount of remuneration listed above.
2. In addition, the members of the Board of Directors shall receive an additional fixed annual remuneration of EUR 20,000 (in words: twenty thousand euros) for their work on committees of the Board of Directors per each committee, provided the relevant committee meets at least once a year to perform its duties. Notwithstanding sentence 1, the chairperson of the Audit committee shall receive four times and the chairpersons of the other committees shall receive one and a half times the amount of remuneration listed above for each of the committees. Functions on committees shall only be taken into account for a maximum of two committees; if a member of the Board of Directors exceeds this number, the two highest-paid positions shall be relevant.
3. The chairperson of the Board of Directors shall be provided with an appropriate office including office infrastructure (technical equipment, secretary, if necessary) for his work for the Company or shall be reimbursed appropriate costs for such office.
4. Insofar as a member of the Board of Directors is at the same time appointed as Executive Director of the Company and already receives remuneration as such, such member shall not, however, receive separate remuneration for his service as a member of the Board of Directors.
5. Remuneration pursuant to para. 1 and para. 2 above shall be payable in four equal instalments, each due following the end of the quarter for which the remuneration is being paid.
6. Members of the Board of Directors who only belong to the Board of Directors or hold the office of chairperson or deputy chairperson for part of a financial year shall receive corresponding proportionate remuneration. The same applies, mutatis mutandis, to remuneration as a member or chairperson of a committee.

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1. Furthermore, the members of the Board of Directors shall receive an attendance fee of EUR 1,500 for each personal attendance at a physical meeting of the Board of Directors and its committees. For several meetings held on two consecutive calendar days at the same location, attendance fees shall be paid only once. An attendance fee of EUR 750 shall be paid for virtual participation in a Board of Directors or committee meeting, whereby (1) such attendance fee shall be paid only for meetings lasting more than four hours and (2) such attendance fee for virtual participation shall be paid no more than once per calendar year per member of the Board of Directors.
2. In addition to the remuneration paid pursuant to the foregoing paragraphs, the Company shall reimburse the members of the Board of Directors for their reasonable out-of-pocket expenses incurred in the performance of their duties as members of the Board of Directors as well as the value added tax on their remuneration and out-of-pocket expenses.
3. The Company may take out a D&O insurance for the benefit of the members of the Board of Directors.
4. The provisions in paragraphs 1 and 2 as well as paragraph 7 sentence 3 apply for the first time to the remuneration to be paid for the 2024 financial year.

3. Procedures for establishing, implementing and reviewing the remuneration system

The Annual General Meeting determines the remuneration of the Board of Directors in the Articles of Association or by resolution at the proposal of the Board of Directors. The remuneration of the Board of Directors is currently regulated in Section 12 of the Articles of Association of PATRIZIA SE.

The Annual General Meeting shall resolve on the remuneration of the Board of Directors at least every four years. A resolution confirming the existing remuneration is also permissible. In preparation for the resolution by the Annual General Meeting, the Board of Directors reviews whether the remuneration of the Board of Directors continues to be in the interest of PATRIZIA SE and is appropriate, particularly with regard to its amount and structure. If necessary, the Board of Directors proposes an appropriate adjustment to the remuneration to the Annual General Meeting.

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