Porsche Automobil : Further developed remuneration system for the members of the board of management 2025

Translation For informational purposes only

Remuneration system for the members of the board of management of Porsche Automobil Holding SE

To be presented at the 2025 annual general meeting

1. Guiding principles of the remuneration system

   The strategic goal of Porsche Automobil Holding SE (Porsche SE) as a holding company is to create value for its shareholders by investing in and developing investments. The remuneration system for the members of the board of management is to also further this strategic goal through targeted individual incentives for the board of management members and by aligning the interests of both the board of management and shareholders. Furthermore, the remuneration system is to create incentives for implementing the corporate strategy in a sustainable way and thus contribute to positive corporate development. When setting the targets for the board of management members, not only financial performance indicators but also non-financial performance indicators are to be taken into account that are equally essential for Porsche SE's long-term and sustainable success. Among the non-financial performance indicators, special consideration is given to environmental, social and governance ("ESG") aspects that promote Porsche SE's corporate strategy. By setting individual targets, each board of management member's contribution to placing Porsche SE in a competitive position in line with capital market demands is to be defined and documented. Among other things, this is to ensure that the board of management members are remunerated appropriately according to their performance and their respective areas of responsibility.

   Accordingly, the remuneration system is to apply the following principles:

   • Promoting Porsche SE as a profitable and competitive holding company

   • Horizontal compatibility: appropriateness and market conformity of the remuneration of the board of management members in relation to comparable corporate groups and holding companies

   • Vertical compatibility: taking into consideration the board of management members' remuneration in proportion to the remuneration of the first management level and to the relevant total workforce (for more details, see no. 2.3 below).

   ln the determination of the remuneration system, some of the terms and conditions of the remuneration and employment of Porsche SE staff were taken into account. For example, the employer-financed, contribution-based benefit commitment for new board of management members (see "Pension benefits" under no. 4.1 below) was developed on the basis of certain elements (guaranteed interest, pensionable events, surviving dependents pension) of the currently applicable option of deferred compensation for qualifying executive staff members. ln addition, partial congruence of individual employment terms between board of management members and the first management level (meaning staff at the first management level below Porsche SE's board of management) is to also be established, for example, regarding the number of vacation days per year, the material terms of the applicable company car policy and the granting of certain benefits (in a limited scope) as they are granted from time to time to the first management level as fringe benefits. Moreover, the remuneration system provides that the amount of remuneration is set based on a vertical comparison with the remuneration

   paid to the first management level and to the relevant total workforce (for more details, see no. 2.3 below). Apart from that, in the determination of the remuneration system, the terms and conditions of the remuneration and employment of Porsche SE employees are not considered.

2. Procedure for the determination, implementation and review of the board of management members' remuneration
   1. Determination and implementation of the system

      The remuneration system for the board of management is established by the supervisory board in accordance with Secs. 87a (1), 107 (3) sentence 7 AktG ["Aktiengesetz": German Stock Corporation Act]. The supervisory board is assisted in this by the executive committee, which prepares proposals and recommendations with respect to both the structure and the further development of the remuneration system. External consultants may be consulted as needed. If the supervisory board retains remuneration consultants, it must make sure in particular that the consultants are independent.

      With a view to avoiding potential conflicts of interest, the requirements of the AktG and of the German Corporate Governance Codex in the version dated 27 June 2022 ("GCGC 2022") apply to the determination, implementation and review of the remuneration system. The members of the supervisory board and of all committees are required to notify the supervisory board of any conflicts of interest. ln such cases, the individuals concerned must not be involved in decisions on the matters subject to conflicts of interest.

      On 20 March 2025, the supervisory board of Porsche SE decided to adjust the remuneration system with effect from 1 January 2025. The adjusted remuneration system adopted by the supervisory board will be submitted to the 2025 annual general meeting for approval. The adjustments relate in particular to the financial criterion of the modifier in the variable remuneration and the additional performance criterion of the long-term bonus (LTI). In addition, the shares of fixed and variable remuneration in the total target remuneration are adjusted slightly and an additional performance criterion introduced for the special bonus in line with the LTI instead of a payout hurdle.

      The adjusted remuneration system for members of the board of management of Porsche SE will apply retroactively from 1 January 2025 after submission to the 2025 annual general meeting. The contracts concluded with board of management members as of the date the resolution on this remuneration system is passed continue to apply without any change until their renewal, if any. The target agreements already concluded between the supervisory board and the members of the board of management for the fiscal year 2025 are to be adjusted in line with the further developed remuneration system for members of the board of management of Porsche SE.

   2. Regular review of the remuneration system

      The remuneration system is reviewed on a regular basis by the supervisory board - based on the preparatory work and recommendations of the executive committee - with regard to necessary adjustments and its further development and, in the event of material changes, but no later than every four years, is again submitted to the annual general meeting for approval. If the annual general meeting refuses such approval, a revised remuneration system will be submitted for approval to the next annual general meeting at the latest.

      The adjusted remuneration system is clear and comprehensible. It complies with the requirements of the AktG in the version of the ARUG II dated 12 December 2019 (Federal Law Gazette [BGBl.] section 1 2019, no. 50 dated 19 December 2019) and takes into account the recommendations of the GCGC 2022.

   3. Determining remuneration amounts

      On the basis of and in line with the remuneration system, the supervisory board sets the amount of the specific target total remuneration for the individual board of management members and the assessment bases, i.e., performance criteria for the variable remuneration components. ln doing so, the supervisory board seeks to ensure that the remuneration of the members of the board of management is appropriate.

      The appropriateness of the remuneration is assessed in particular in light of the tasks and performance of the individual board of management member and the situation of the company. Additionally, the supervisory board makes sure that the remuneration is aligned with the company's long-term sustainable development and that customary remuneration is not exceeded unless there are special reasons. When determining what is customary, both the horizontal compatibility with peer group companies and the vertical compatibility with remuneration structures within Porsche SE are taken into account.

      The peer group used to assess the market conformity of the remuneration is identified with reference to the following criteria: market capitalization, total assets, location of the registered office and comparability of the industry sector. For this purpose, on the one hand, DAX-listed peer group companies are used with respect to market capitalization (DAX peer group) and, on the other, selected investment holding companies are used with respect to the industry sector of investment management (holding peer group). As regards the aforesaid criteria, the DAX 40 is regularly used for the purpose of the DAX peer group and selected investment holding companies based in Western Europe are used for the purpose of the holding peer group.

      For the vertical comparison, the relation of the board of management remuneration to (i) the remuneration of the first management level and (ii) also to the remuneration of the relevant total workforce is taken into account, in each case also considering the development of the remuneration over time. The relevant total workforce used for the purpose of the vertical comparison is the total workforce of Porsche SE below the board of management, i.e., including the first management level (but not including the employees of group companies) ("relevant total workforce").

      The remuneration system allows the supervisory board to design the target total remuneration according to the function of each board of management member and thus to consider the different requirements of each board of management function when setting both the absolute amount and the structure of the remuneration accordingly. Under the remuneration system, the supervisory board is required to make a function-specific differentiation using its due discretion in applying the criteria of market conditions, experience of the board of management member, that member's departmental responsibility and the time commitment for board of management activities.

3. Components, structure and capping of the total remuneration of the board of management
   1. Components of the total remuneration

      For the members of the board of management, the remuneration structure consists of fixed (i.e., non-performance-based) components - hereinafter also referred to as fixed remuneration - and variable (i.e., performance-based) components - hereinafter also referred to as variable remuneration, which, when added together in each case, comprise the total remuneration of a board of management member.

      The relative proportion of the fixed and variable remuneration components in the target total remuneration (i.e., if target achievement is 100%) may vary for each member of the board of management based on, inter alia, the departmental responsibility, the tasks and responsibilities of the board of management member and the time commitment, taking into account any sideline activities of the board of management members.

      The fixed remuneration consists of the fixed salary, benefits in kind and other earnings (fringe benefits) as well as pension benefits. Basically, the variable remuneration consists of a bonus composed of a short-term bonus ("STI") and a long-term bonus with a multi-year assessment basis ("LTI"). For certain years, an additional bonus may also be granted that is also composed of a short-term and long-term component.

   2. Overview of the remuneration

Overview of the remuneration system Remuneration component Objective Contractual implementation

Non-performance-based components

Fixed salary Guaranteeing appropriate Contractually agreed fixed remuneration, paid out in income twelve equal monthly installments ​ Taking into account the departmental responsibility/ tasks of the board of management member ​ Taking into account the services rendered

Fringe benefits Assumption of costs/ Benefits in kind and other earnings, comprising, compensation of basically, the following: private use of a company disadvantages car; possibility to use other company vehicles privately for a discounted usage charge according to the terms applicable to the first management level; insurance allowances (occupational accident insurance, health and long-term care insurance); continued payment of remuneration in the event of illness and death grants; D&O insurance; by separate decision of the supervisory board also assumption of travel expenses (incl. charter flight costs) to and from Porsche SE's registered office and accommodation and subsistence costs at Porsche SE's registered office; certain benefits in a limited scope, as they are also granted to the first

Overview of the remuneration system Remuneration component Objective Contractual implementation

	management level from time to time. The specific fringe benefits and their specific amounts may vary between the board of management members (in particular depending on the sideline activities (if any) and departmental responsibility).
	Pension benefits	​	Building a pension	​ Different design of the pension commitment depending on the point in time when member-ship on the board of management begins: ln some cases, no company pension benefits (betriebliche Altersversorgung) are granted (this applies, for example, to the current chairman of the board of management and will continue to apply in the event of a renewal) Based on grandfathering rights (Bestandsschutzgründe), one board of management member receives (and in the event of a renewal, will continue to receive) a salary-based retirement pension commitment with a pension entitlement in the amount of 25% of a certain share of the annual fixed salary with the percentage figure rising annually by 1% up to a maximum of 40% The other and any future board of management members receive a direct commitment (Direktzusage) in the form of an employer-financed, contribution-based benefit commitment with a specific annual pension contribution and guaranteed interest
Performance-based components	STI		Focus on annual target achievement	Type Bonus (cash payment)
				Assessment period Fiscal year
				Target Target achievement achievement/bonus possible between 0% and cap 150% ​ Variable remuneration payable only upon 50% total target achievement (or higher) ​ Payment of no more than 150% of the target value (bonus cap) before adjustments, if any, due to extraordinary developments, see: "special adjustment factor