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Vergütungsbericht der Porsche SE

Remuneration report

This document is a non-binding convenience translation of the German original which is the legally valid document under German law.

Remuneration report

I. Introduction

The remuneration report prepared by the board of management and supervisory board of Porsche Automobil Holding SE ("Porsche SE" or the "company") describes the main features of the remuneration systems applicable in the fiscal year 2021 for members of the board of management and supervisory board of Porsche SE holding office in the fiscal year 2021, and explains in detail the individual remuneration awarded and due to every single current or former member of the board of management and supervisory board in the reporting year. Awarded and due remuneration relates to the amounts that the individual member of the board of management or supervisory board actually received or amounts due that have not yet been paid out in the reporting period. Additionally the remuneration earned by the members of the board of management in the fiscal year 2021 that was neither received by the members nor fell due in the reporting period is included. In addition, the report contains disclosures on benefits promised to members of the board of management in the event of regular or early termination of their service.

at PTV Planung Transport Verkehr GmbH (formerly

PTV Planung Transport Verkehr AG). It does not include activities of Porsche's SE board members within the Volkswagen Group. The remuneration that board members of Porsche SE receive from the Volkswagen Group for activities within the

Volkswagen Group is therefore not included in the disclosures below.

The remuneration report complies with the requirements of the AktG ["Aktiengesetz": German Stock Corporation Act] as well as the German

Corporate Governance Code ("GCGC"). The presentation currency is the euro. Unless otherwise stated, all figures are presented in thousands of euro (€ thousand). All figures and percentages are rounded according to customary business practice, so minor discrepancies may arise from the addition of these amounts. The comparative prior-year figures are presented in parentheses alongside the figures for the current reporting period and were determined using the same methods as for the current reporting year figures.

The disclosures comprise the remuneration awarded and due to the members of the board of management and supervisory board for their board activities at Porsche SE in accordance with its remuneration system. This includes activities at Porsche Beteiligung GmbH, Porsche Zweite Beteiligung GmbH, Porsche Dritte Beteiligung GmbH, Porsche Vierte Beteiligung GmbH as well asThis remuneration report is subject to a voluntary audit of its content pursuant to IDW Assurance Standard: Examination of Financial Statements or their Components (IDW AsS 490) by Pricewater-houseCoopers GmbH Wirtschaftsprüfungs-gesellschaft, Frankfurt am Main, Stuttgart branch.

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II. Significant events and developments in the fiscal year 2021

1. Approval of the remuneration system by the annual general meeting

In connection with the ARUG II ["Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie": German Act Implementing the Second Shareholder Rights Directive] that came into force on 1 January 2020 and the revised version of the GCGC adopted on 16 December 2019 effective 20 March 2020, the supervisory board passed a resolution at its meeting on 3 December 2020 to introduce a new remuneration system for the board of management ("board of management remuneration system 2021"). The amendments to the remuneration system largely relate to the methods used to measure the variable bonus (see section

"III. 2. Variable remuneration (remuneration system 2021)") as well as incorporating a malus/clawback provision, maximum remuneration and a severance cap in the remuneration system

(see "III. 6. Compliance with remuneration ceiling" as well as section "III. 3. Benefits and benefit commitments in connection with the termination of board of management activity"). The board of management remuneration system was approved by the shareholders of Porsche SE at the annual general meeting on 23 July 2021. Furthermore, the revised supervisory board remuneration system was presented to the 2021 annual general meeting for resolution, which the shareholders of Porsche SE confirmed.

2. Business development and development of key performance indicators in the fiscal year 2021

Porsche SE's main corporate goal is to invest in companies that contribute to the mid- and long-term profitability of the Porsche SE Group while securing sufficient liquidity. In line with this corporate goal, the result and liquidity are the core management indicators in the Porsche SE Group.

The IFRS group result after tax is used as the financial indicator for the result of the Porsche SE

Group. For liquidity, net liquidity is monitored and managed accordingly. By definition, net liquidity is calculated as cash and cash equivalents, time deposits and securities less financial liabilities.

The group result after tax of Porsche SE for the fiscal year 2021 came to €4,566 million

(€2,624 million). The result after tax was significantly influenced by the investment accounted for at equity in Volkswagen of €4,628 million (€2,651 million). The increase in the result accounted for at equity is attributable to the positive development in the result at the level of the Volkswagen Group, after the prior year had been negatively affected by the Covid-19 pandemic.

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Vergütungsbericht der Porsche SE

Net liquidity of the Porsche SE Group increased to €641 million (€563 million) compared to

31 December 2020.

advisors may be consulted as needed. If the supervisory board retains remuneration consultants, it must make sure in particular that the consultants are independent.

3. Change in the composition of the board of management and the supervisory board

In the fiscal year 2021, there were no changes in the composition of the board of management and the supervisory board.

The supervisory board extended the appointment of chairman of the board of management Mr. Hans Dieter Pötsch by five years effective 1 January 2022.

Furthermore, the supervisory board appointed

Dr. Johannes Lattwein as member of the board of management responsible for finance and IT effective

1 February 2022, thereby enlarging Porsche SE's board of management to four members.

III. Remuneration of current or former members of the board of management

1. General principles of the remuneration system

With a view to avoiding potential conflicts of interest, the requirements of the AktG and of the GCGC apply to the establishment, 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. In such cases, the individuals concerned must not be involved in decisions on the matters subject to conflicts of interest.

Guidelines of the board of management remuneration system 2021

The remuneration system for the members of the board of management is to further the strategic goal of Porsche SE 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. Accordingly, the remuneration system is to apply the following principles:

  • · Promoting Porsche SE as a profitable and competitive holding company

    Establishing and implementing the remuneration system

    The remuneration system for the board of management is established by the supervisory board in accordance with Sec. 87a (1) AktG. 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 for the board of management. External

  • · 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.

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Application of the board of management remuneration system 2021

In accordance with German stock corporation law and the GCGC, the contracts concluded with board of management members as of the date the supervisory board passed the resolution on the remuneration system 2021 continue to apply without change until their renewal, if any. This means that the remuneration system 2021 did not yet apply for Mr. Pötsch in the reporting period. Due to Dr. Döss' service contract being extended, the remuneration system 2021 has been applied to his board of management service contract since

1 January 2021. The remuneration components awarded for fiscal years up to and including 2020 that were paid out to Dr. Döss in the fiscal year 2021 are therefore not yet based on the remuneration system 2021. The board of management service contract concluded with Mr. Meschke effective 1 July 2020 is in line with the remuneration system 2021.

The board of management remuneration

system 2021 of Porsche SE is published atwww.porsche-se.com/en/company/ corporate-governance/.

Any previous remuneration principles differing from the remuneration system 2021 that are of relevance for this remuneration report are explained separately. Unless noted separately, the information relates to the remuneration system 2021.

Review of the appropriateness 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 theevent of material changes, but no later than every four years, is again submitted to the annual general meeting for approval.

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 based in Western Europe are used with respect to the industry sector of investment management (holding peer group).

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Porsche Automobil Holding SE published this content on 25 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2022 15:45:08 UTC.