creditshelf AG — Governance Information 2021

Nov 2, 2021

creditshelf Aktiengesellschaft

Declaration of Compliance with the German Corporate Governance Code by the Management Board and the Supervisory Board

The Management Board and Supervisory Board of creditshelf Aktiengesellschaft welcome and support the German Corporate Governance Code ("the Code") and its objectives.

They hereby declare pursuant to section 161(1) of the Aktiengesetz (German Stock Corporation Act – AktG) that creditshelf Aktiengesellschaft has complied, and will continued to comply, with the recommendations of the Regierungskommission Deutscher Corporate Governance Kodex published by the Federal Ministry of Justice in the official section of the Bundesanzeiger (Federal Gazette) in the version of the Code dated December 16, 2019 (published in the official section of the Bundesanzeiger on March 20, 2020), with the following exceptions in each case:

B.1 When appointing Management Board members, the Supervisory Board shall take diversity into account.

creditshelf Aktiengesellschaft's Management Board members are appointed on the basis of their professional and personal qualifications. It goes without saying that the Supervisory Board will also take the principle of diversity into account in future changes to the Management Board, to the extent that this can be achieved in practice given the small number of Management Board positions.

B.5 An age limit shall be specified for members of the Management Board and disclosed in the Corporate Governance Statement.

creditshelf Aktiengesellschaft is a young company that was formed in 2014. Its founders and current Management Board members are all less than 50 years old. Therefore, an age limit for Management Board members is not currently necessary.

C.5 Members of the Management Board of a listed company shall not have, in aggregate, more than two Supervisory Board mandates in non-group listed companies or comparable functions, and shall not accept the Chairmanship of a Supervisory Board in a non-group listed company.

The Supervisory Board chairman, Rolf Elgeti, is CEO of Deutsche Konsum REIT-AG and of Deutsche Industrie REIT-AG. He is also Chairman of the Administrative Board and CEO of OboTech Acquisition SE. In addition, he holds management board, managing director, and senior management positions at a number of other companies. He is the Supervisory Board chairman of TAG Immobilien AG, Deutsche Leibrenten Grundbesitz AG, and Obotritia Hotel AG. In addition, he is chairman of the Administrative Board of NEXR Technologies SE, a member of the Administrative Board of Highlight Event and Entertainment AG, a member of Laurus Property Partners' GmbH Advisory Council, and a member of the Audit Committee for Bankhaus Obotritia GmbH.

Rolf Elgeti has supported creditshelf as an investor, critical advisor, and Supervisory Board member since shortly after the company was formed, and has developed a deep understanding of the business, including the specific opportunities and risks associated with the business model. Thanks to this understanding and his personal experience he plays a valuable role in overseeing and developing the company as its Supervisory Board chairman. The Management Board and the Supervisory Board are convinced that there have been no relevant conflicts of interest to date in relation to the other positions that he holds as mentioned above.

C.10 The Chair of the Supervisory Board shall be independent from the company and the Management Board.

As of the publication date of this declaration, the Supervisory Board chairman Rolf Elgeti directly or indirectly held more than 45% but less than 50% of creditshelf Aktiengesellschaft's shares and is therefore not independent as defined by the Code.

Additionally, we refer to the statements made in relation to section C.5 and to the detailed presentation of related parties given in the company's financial reporting.

D.2 Depending on the specific circumstances of the enterprise and the number of Supervisory Board members, the Supervisory Board shall form committees of members with relevant specialist expertise. The respective committee members and the committee chairs shall be provided in the Corporate Governance Statement.

The Supervisory Board consists of five members only, four of whom are independent of the company, and who overall have many years of experience and a wide range of experience and expertise, particularly in finance. No committees – and in particular no Audit Committee or Nominal Committee – have been established. Communication channels are short and direct. The Supervisory Board is able to perform its tasks effectively without establishing committees.

The full Supervisory Board regularly assesses the quality of the audit of the financial statements.

The declaration given in this section also applies, with the necessary modifications, to recommendations D.3, D. 4, D. 5, and D. 11; for this reason, the information has not been repeated.

However, the Supervisory Board will ensure going forward that the requirements of the Gesetz zur Stärkung der Finanzmarktintegrität (German Financial Market Integrity Strengthening Act – FISG), which has been in force since July 1, 2021, are met and that an audit committee is established.

F.2 The consolidated financial statements and the group management report shall be made publicly accessible within 90 days from the end of the financial year, while mandatory interim financial information shall be made publicly accessible within 45 days from the end of the reporting period.

creditshelf Aktiengesellschaft publishes interim financial information within the statutory deadlines pursuant to the Wertpapierhandelsgesetz (German Securities Trading Act – WpHG). In addition, its interim quarterly statements are already published within the recommended 45 days. This was not the case for the significantly more extensive half-yearly report. However, the company intends to publish this document within 45 days as well in the future.

G. Remuneration of Management Board

As a matter of principle, the remuneration system for creditshelf AG's Management Board does not comply with the complex rules and requirements set out in the German Corporate Governance Code, but rather is based on a small number of fundamental principles, which are set out in the following:

• The contracts of service of the Management Board members provide in each case for an annual gross fixed salary that is broken down into 12 equal monthly installments. In addition to their cash compensation, the members of the Management Board receive normal levels of fringe benefits.
• No variable cash remuneration components are granted.
• Seen from an economic perspective, the bonuses for Management Board members Dr. Tim Thabe and Dr. Daniel Bartsch result solely from their existing equity interests in creditshelf Aktiengesellschaft and an increase in creditshelf's share price. This does not result in any outflow of liquidity for the company.
• Other Management Board members receive, in addition to their fixed remuneration, a variable remuneration component in the form of restricted stock units ("RSUs"), which have a multiyear assessment period. The shares to be granted under the RSU program provide incentives designed to align the company's management with its sustainable and long-term development. The goal is to personally motivate the Management Board members to contribute to the company's long-term growth and economic success. As a result, the Managing Board member concerned receives a certain number of creditshelf Aktiengesellschaft shares after a vesting period; in turn, these shares are blocked for a certain time so that the Managing Board member can only dispose of them once the blocking period has expired. This also does not result in any outflow of liquidity for the company.
• No rules for a severance cap on departure from the company have been drawn up.

This results in departures from the recommendations on determining the remuneration system (G.1 and G.2), on determining the total amount of variable remuneration components (G.6, G.7, G.8, G.9, G.10, and G.11), and on benefits granted at contract termination (G.12 and G.13).

As part of the development of the Management Board remuneration system and in the spirit of the Code (G.3), a horizontal and vertical comparison of the remuneration is performed, taking other listed companies into account. However, a full peer group comparison is not performed due to the lack of sufficiently comparable companies in Germany and the fact that the costs involved would not be in line with the benefits to be obtained. In addition, in view of the principles stated above there is no automatic upward trend in total remuneration.

The current declarations of compliance are published on the "Investor Relations" section of our website under the "Corporate Governance" and "Declaration on the German Corporate Governance Code" headings.

Frankfurt am Main, November 3rd, 2021

For the Supervisory Board For the Management Board

Rolf Elgeti Dr. Tim Thabe

Chairman of the Supervisory Board CEO