creditshelf AG — Governance Information 2021

May 11, 2021

creditshelf Aktiengesellschaft

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

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

The annual declaration of compliance, the last version of which was published on November 3, 2020, is hereby updated as follows (version dated May 11, 2021):

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 are now Management Board members and are under 50 years old. Therefore, an age limit for Management Board members is not currently necessary.

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 updated 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 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, of whom four 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 Supervisory Board believes that, since this is the case, establishing committees would not improve the efficiency of its work. It does not believe that it will be necessary to establish committees in the future, either, and will continue to address issues that arise at the level of the full Supervisory Board. The 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.

G. Management Board Remuneration

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 in the version dated December 16, 2019, 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 to align the company's management with its sustainable and longterm 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 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, 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.

In all other respects, the declaration of compliance published on November 3, 2020, remains in force.

Declarations of compliance and updates to these are published on the "Investor Relations" section of our website under the "Corporate Governance" and "Declaration of Compliance" items.

Frankfurt am Main, May 11, 2021

For the Supervisory Board For the Management Board

Rolf Elgeti Dr. Tim Thabe

Chairman of the Supervisory Board CEO