Corporate governance

Explanation of AG & Co. KGaA

ProCredit Holding is a partnership limited by shares (Kommanditgesellschaft auf Aktien) under German law. The partnership limited by shares is a hybrid legal form comprising elements of a German limited partnership (Kommanditgesellschaft) and of a German stock corporation (Aktiengesellschaft). It has its own legal personality. Similar to a stock corporation, the partnership limited by shares has a stated capital that is divided into shares. Like a stock corporation, a partnership limited by shares also has the corporate bodies of a supervisory board (Aufsichtsrat) and a general shareholders’ meeting (Hauptversammlung). However, different from a stock corporation but similar to a limited partnership, a partnership limited by shares has two different groups of shareholders: the general partner (Komplementär), who is solely responsible for the management of the company and carries unlimited personal liability for the company’s debts, and shareholders who participate in the company’s share capital but are excluded from the management of the company and are not personally liable for the company’s debts (Kommanditaktionäre) who are represented by the general shareholders’ meeting.

In the case of ProCredit Holding, the general partner is ProCredit General Partner AG, a small separate company which is owned by some of the founding shareholders of ProCredit Holding AG & Co. KGaA: Zeitinger Invest, ProCredit Staff Invest, DOEN Participaties, KfW and IFC. ProCredit General Partner AG does not have shares in the KGaA. In the KGaA structure, a change in the shareholder structure of ProCredit Holding (for example by way of a capital increase), does not dilute the influence of the core shareholders in ensuring that the group maintains its dual goals: development impact and commercial success.

ProCredit General Partner AG provides the management of ProCredit Holding. It has an expert six-person Supervisory Board, chaired by Dr Claus-Peter Zeitinger, which oversees the management and performance of the group.

The Management Board of ProCredit General Partner AG (in turn, the management of ProCredit Holding) comprises Sandrine Massiani, Dr Gabriel Schor and Dr Gian Marco Felice.

Christian Dagrosa, in charge of Investor Relations and Reporting and Controlling, is manager and an authorised representative of the company (Prokurist).

In addition, the management team is supported by Rossana Mazzilli. She is the Chief Legal Counsel and an authorised representative of the company (Prokurist).

In addition, ProCredit Holding AG & Co. KGaA has a Supervisory Board. Currently the members of the Supervisory Boards of ProCredit General Partner AG and ProCredit Holding AG & Co. KGaA are identical, reflecting the similar role of the core shareholders in both entities.