Berentzen Gruppe : Convening of Annual General Meeting of Berentzen-Gruppe Aktiengesellschaft 2024 including Agenda

Minimum information pursuant to section 125 para. 1 German Stock Corporation Act (AktG) in connection with section 125 para. 5 AktG, article 4 para. 1 and table 3 blocks A to C of the annex to Implementing Regulation (EU) 2018/1212

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Convenience Translation

(The text decisive for the invitation to the annual general meeting

of Berentzen-Gruppe Aktiengesellschaft is the one written in the German language.)

Berentzen-Gruppe Aktiengesellschaft

with its registered office in Haselünne, Germany

German Securities Identification Number (WKN)

520 160

International Securities Identification Number (ISIN)

DE0005201602

Unique identifier of the event:

BEZ052024oHV

Invitation to the (virtual) Annual General Meeting

We invite our shareholders to the (virtual) annual general meeting to be held on

Friday, May 17, 2024

10:00 a.m. (Central European Summer Time - CEST)

Pursuant to Article 16 (5) of the Company's Articles of Association, the annual general meeting will be held in the form of a virtual general meeting pursuant to Section 118a of the German Stock Corporation Act (AktG) without the physical presence of shareholders or their authorised representatives (with the exception of the proxies appointed by the Company).

The venue of the annual general meeting as defined by AktG is Stadthalle Haselünne, Friedrich-Berentzen-Weg 2, 49740 Haselünne, Germany. The shareholders and their authorised representatives (with the exception of the proxies appointed by the Company) will have neither the right nor the option to be present at the venue of the annual general meeting.

There will be a live audio and video broadcast of the entire annual general meeting for duly registered shareholders or their authorised representatives on the Internet at www.berentzen-gruppe.de/en/investors/annual-general-meeting in the password-protectedInternet service. Shareholders - either by themselves or via their authorised representatives - will be exercising their voting rights exclusively by electronic post or by autho- rising the proxies appointed by the company.

Please note that shareholders and their authorised representatives will not be able to follow the virtual annual general meeting on site.

For details of the rights of shareholders and their authorised representatives, please refer to the additional information printed after the agenda.

All of the members of the Executive Board and the Supervisory Board intend to attend the annual general meeting in person.

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Agenda

1. Presentation of the adopted Annual Financial Statements and the approved Consolidated Financial Statements at December 31, 2023, the Combined Management Report for Berentzen-Gruppe Aktiengesellschaft and the corporate group complete with the explanatory report of the Executive Board regarding disclosures in accordance with Section 289a and Section 315a of the German Commercial Code (Handelsgesetzbuch - HGB) and the Report of the Supervisory Board for the 2023 financial year
   Pursuant to Section 172 Sentence 1 German Stock Corporation Act (Aktiengesetz - AktG), the Supervisory Board approved the annual financial statements prepared by the Executive Board on March 26, 2024. The annual financial statements are thus adopted. The Supervisory Board approved the consolidated financial statements at the same time.
   Pursuant to Section 173 (1) AktG, approval of the annual financial statements and adoption of the consol- idated financial statements by the annual general meeting are not necessary as a consequence. The other documents listed above are also only made available to the annual general meeting without the need for a resolution to be adopted - apart from the adoption of a resolution regarding the utilisation of the distribut- able profit.
   The documents listed above and the proposal of the Executive Board regarding the utilisation of the distribut- able profit are available on the Internet at www.berentzen-gruppe.de/en/investors/annual-general-meetingfrom the time the Annual General Meeting is convened and also during the Annual General Meeting.
2. Adoption of a resolution regarding the utilisation of the distributable profit for the 2023 financial year
   The Executive Board and the Supervisory Board propose that the distributable profit of EUR 6,889,582.52 shown in the annual financial statements for the 2023 financial year be utilised as follows:

1. To pay a dividend of EUR EUR 0.09 per share of common stock eligible

The proposal for the utilisation of the distributable profit includes the 206,309 own (treasury) shares held directly or indirectly by the Company on the date when the invitation to the annual general meeting was published in the Federal Gazette, which pursuant to Section 71b AktG are not eligible for dividends. The number of shares eligible for dividends may change up until the annual general meeting. If this is the case, an accordingly amended motion regarding the utilisation of the distributable profit may be submitted to the annual general meeting while retaining unchanged the payout of EUR EUR 0.09 per common share eligible for dividends.

Pursuant to Section 58 (4) Sentence 2 AktG entitlement to the dividend is due on the third business day after the annual general meeting, i.e. on May 23, 2024.

1. Adoption of a resolution regarding the approval of the actions of the Executive Board in the 2023 financial year
   The Executive Board and the Supervisory Board propose that the following resolution be adopted:
   Approval is hereby granted to the serving members of the Executive Board in the 2023 financial year for their actions in the said period.
2. Adoption of a resolution regarding the approval of the actions of the Supervisory Board for the 2023 financial year
   The Executive Board and the Supervisory Board propose that the following resolution be adopted:
   Approval is hereby granted to the serving members of the Supervisory Board in the 2023 financial year for their actions in the said period.

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5. Election of the independent auditor of the annual and consolidated financial statements for the 2024 financial year, the auditor for a possible audit review of the abridged financial statements and interim management report in the 2024 financial year, the auditor for a possible audit review of additional information during the year as well as the auditor for any sustainability report for financial year 2024

In line with a corresponding recommendation made by the Finance and Audit Committee, the Supervisory Board proposes to adopt the following resolution:

1. The PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, with registered offices in Osnabrück, is appointed to act as independent auditor of the annual and consolidated financial state- ments for the 2023 financial year and the auditor for a possible audit review of the abridged financial statements and interim management report pursuant to Section 115 (5) and Section 117 No. 2 of the German Securities Trading Act (Wertpapierhandelsgesetz) in the 2024 financial year and the auditor for a possible audit review of additional financial information during the year pursuant to Sections 115
   (7) and 117 No. 2 of the German Securities Trading Act in financial year 2024, and in 2025 until the next annual general meeting.
2. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Osnabrück, is appointed for finan- cial year 2024 as the auditor of any sustainability report prepared within the meaning of the Act on the Implementation of the Corporate Sustainability Reporting Directive ("CSRD"; Directive (EU) 2022/2464) into German law ("CSRD Implementation Act"), such appointment being effective from the entry into force of the CSRD Implementation Act. The Supervisory Board is instructed to implement this resolu- tion only if, in accordance with the CSRD Implementation Act, any sustainability report to be prepared for financial year 2024 within the meaning of the CSRD Implementation Act is to be audited externally by an auditor to be appointed by the annual general meeting, and if the CSRD Implementation Act does not provide for any regulation for financial year 2024 in this respect that would make the appoint- ment of the auditor of the sustainability report within the meaning of the CSRD Implementation Act by the annual general meeting unnecessary without legal proceedings.

In accordance with Article 16 (2) Subparagraph 3 of Regulation (EU) No. 537/2014, the Finance and Audit Committee declared that its recommendation regarding the election of the auditor of the annual financial statements and the consolidated financial statements for financial year 2024, the auditor for any review of the condensed financial statements and the interim management report in financial year 2024 as well as the auditor for any review of additional financial information prepared during the year is free from any undue influence by third parties and that no contractual clause limiting the choices of the annual general meeting has been imposed upon it within the meaning of Article 16 (6) of the Regulation (EU) No. 537/2014.

6. Resolution on approval of the compensation report for the 2023 financial year

Pursuant to Section 162 para. 1 sentence 1 of the German Stock Corporation Act (AktG), the executive board and the supervisory board shall annually prepare a clear and comprehensible report on the remuneration granted and owed in the last financial year to each individual current or former member of the Executive Board and the Supervisory Board by the Company and by companies of the same group (Section 290 of the German Commercial Code) (compensation report).

Pursuant to Section 120a (4) AktG, the compensation report that has been prepared and audited in accor- dance with Section 162 AktG shall be presented to the annual general meeting for approval. The vote by the annual general meeting on the approval of the compensation report is recommendatory in nature.

The compensation report of Berentzen-Gruppe Aktiengesellschaft for the 2023 financial year has been audited by the auditor in accordance with Section 162 (3) AktG to determine whether the legally required dis- closures pursuant to Section 162 (1) and (2) AktG were made. The opinion on the audit of the compensation report is appended to the compensation report.

The audited compensation report of Berentzen-Gruppe Aktiengesellschaft for the 2023 financial year is presented below following this agenda item under "Compensation report of Berentzen-Gruppe Aktiengesellschaft for the 2023 financial year (agenda item 6)" and will be presented to the annual general meeting for approval.

The Executive Board and Supervisory Board propose that the compensation report of Berentzen-Gruppe Aktiengesellschaft for the 2023 financial year which has been prepared and audited in accordance with Section 162 AktG be approved.

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Compensation report of Berentzen-Gruppe Aktiengesellschaft for the 2023 financial year (agenda item 6)

Compensation Report of Berentzen-Gruppe Aktiengesellschaft for the 2023 financial year

The present Compensation Report presents in a clear and comprehensible manner the compensation individually granted and owed by Berentzen-Gruppe Aktiengesellschaft to the present and former members of its Executive Board and Supervisory Board in the 2023 financial year and includes, by name, the necessary details and explanations to the extent such information is actually available.

This Compensation Report was compiled jointly by the Executive Board and Supervisory Board of Berentzen- Gruppe Aktiengesellschaft in accordance with the statutory requirements of the German Stock Corporations Act (Section 162 AktG).

According to Section 162 (3) sentence 1 AktG (German Stock Corporations Act), the independent auditor is obliged to audit the Compensation Report. Within the scope of this statutory audit duty, the independent auditor must review whether the information pursuant to Section 162 (1) and (2) AktG has been provided, i.e. the independent auditor is only obliged to perform an audit of formal requirements. The review of the Compensation Report is a separate review pursuant to the German Stock Corporations Act and is not part of the audit of financial state- ments. The Compensation Report for the 2023 financial year was not subjected to a voluntary audit of the content by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Osnabrück, the independent auditor for the consolidated financial statements and the annual financial statements of Berentzen-Gruppe Aktiengesellschaft as at December 31, 2023.

1. Review of the 2023 financial year from a compensation point of view

The Berentzen Group achieved consolidated revenues of EUR 185.7 million (EUR 174.2 million) in the 2023 financial year; the adjusted consolidated earnings (consolidated EBIT) was EUR 7.7 million (EUR 8.3 million). The adjusted consolidated earnings before depreciation and amortisation came to EUR 16.0 million (EUR 16.7 million). The key financial performance indicators of the Berentzen-Gruppe Aktiengesellschaft group are therefore within the forecast ranges, which were adjusted slightly downward during the 2023 financial year. The range of the adjusted consolidated earnings was lowered only at the upper limit, however, not at its lower limit. In this way, the Berentzen Group fully reached its revenue and earnings goals for the 2023 financial year overall, even though the revenue growth was achieved exclusively through price increases with slightly lower unit sales and, accordingly, the earnings quality was not satisfactory. In addition, there was an inflationary price trend along the entire value chain, leading to a rise in other operating expenses, particularly personnel costs. These developments accounted overall for the decrease in adjusted consolidated earnings compared to the previous year.

The current compensation system for the members of the Executive Board of Berentzen-Gruppe Aktiengesellschaft applicable in the 2023 financial year is based as before on a "pay for performance" principle. Accordingly, the performance of the 2023 financial year is reflected in the short-term,single-year compensation of members of the Executive Board for this financial year, in which the financial performance criteria set by the Supervisory Board in December 2022 were overfulfilled, albeit to a significantly lesser extent than in the previous financial year when the achieved adjusted consolidated earnings far exceeded the amount forecast in the business plan. This compensation component will be paid in the 2024 financial year, subject to its adoption by the Supervisory Board, which will take place after this Compensation Report has been prepared.

In supplement to the financial performance indicators resulting directly from the compensation system, in Decem- ber 2022 the Supervisory Board set the non-financial performance criteria with regard to the multiple-year variable compensation of the members of the Executive Board for the financial years 2023 to 2026. This will be paid, again subject to adoption by the Supervisory Board in the 2027 financial year, after the end of this performance period, if and to the extent that the applicable and adopted performance criteria have been met.

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There were no changes to the composition of the Executive Board of Berentzen-Gruppe Aktiengesellschaft in the 2023 financial year.

The minor changes to the composition of the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft and its committees in this financial year are presented in section (3.2.1) of this Compensation Report. Among others, they affected the Personnel Committee of the Supervisory Board, which generally deals in a preparatory way for the Supervisory Board with matters concerning the compensation of members of the Executive Board and Supervisory Board.

The Compensation Report for the 2022 financial year was prepared in accordance with the statutory requirements of the German Stock Corporations Act (Section 162 AktG) and also voluntarily subjected to an audit of the content by the auditor beyond the statutory requirements of Section 162 (3) sentence 1 AktG. It was approved by the annual general meeting of Berentzen-Gruppe Aktiengesellschaft on May 10, 2023 with a majority of 90.87 % of the votes cast in this resolution in accordance with Section 120a (4) AktG. Against the background of this vote, in the opinion of the Executive Board and the Supervisory Board there was no need to question or make any changes in this respect to the reporting on the compensation of the members of the Executive Board and the Supervisory Board or the application of the respective compensation system.

1. Compensation of members of the Executive Board

(2.1.1) Method of setting, reviewing and implementing the compensation system for the members of the Executive Board

The compensation system for the members of the Executive Board and compensation for individual members of the Executive Board are set by the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft, with preparation of the corresponding Supervisory Board resolutions having been transferred to the Supervisory Board's Personnel Committee. The Supervisory Board and its Personnel Committee may consult external advisers as necessary. When external compensation experts are engaged, it is ensured that they are independent of the Executive Board and the Company.

As a general principle, the Supervisory Board's Personnel Committee prepares the regular Supervisory Board reviews of the system of compensation of the Executive Board members. When necessary, the Personnel Committee makes recommendations for changes to the Supervisory Board.

In the event of material changes, but no less than once every four years, the compensation system is presented to the annual general meeting for approval. If the annual general meeting does not approve the compensation system submitted to it for voting, a reviewed compensation system will be submitted for resolution no later than the subsequent ordinary general meeting.

(2.1.2) Voting of the annual general meeting on the compensation system for the members of the Executive Board

The current system for the compensation of the members of the Executive Board was passed on December 10, 2020, by the Supervisory Board at the recommendation of its Personnel Committee and there were no changes to it in the 2023 financial year. It has been in force since January 1, 2021, and takes account of the relevant statutory specifications of the German Stock Corporations Act and, with one exception, the recommendations of the German Corporate Governance Code (DCGK), both in the version of December 16, 2019, which was applicable at this time, and the current version of April 28, 2022. This compensation system was submitted for approval to the annual general meeting of Berentzen-Gruppe Aktiengesellschaft pursuant to Section 120a (1) sentence 1 AktG on May 11, 2021, and approved with a majority of 82.54 % of the votes cast.

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If there are any material changes to the compensation system, it will be submitted to the annual general meeting again for approval, but no later than the ordinary general meeting held in the year 2025.

In their preparation of the amended compensation system for the members of the Executive Board, the Supervisory Board and its Personnel Committee received assistance from independent external compensation experts from Deloitte Consulting GmbH, Düsseldorf. As part of this process, an assessment was performed at the same time of the customariness and appropriateness of the Executive Board compensation under the amended compensation system in accordance with the requirements of stock corporation law and the recommendations of the DCGK in this context.

(2.1.3) Application of the compensation system for the members of the Executive Board

The current compensation system for the members of the Executive Board was applied to all current members of the Executive Board in the 2023 financial year. Employment contracts that correspond with this compensation system have been concluded with the current members of the Executive Board.

Insofar as the corresponding performance criteria were met, the members of the Executive Board were granted multiple-year variable compensation components for the last time for a performance period that ended in the 2022 financial year; these compensation components had been committed in previous financial years under the compensation system valid at that time for the members of the Executive Board in accordance with their employment contracts concluded under that system.

In accordance with the current compensation system, after the end of the 2022 financial year the Supervisory Board made in its meeting on March 21, 2023, the necessary findings with regard to target achievement for the variable compensation components and adopted these accordingly for the 2022 financial year. In this financial year the Supervisory Board has not exercised the option established in the compensation system by law of deviating temporarily from the compensation system in the interest of the long-termwell-being of the company, as detailed in this compensation system.

(2.1.4) Fundamentals and general objective of the compensation system for the members of the Executive Board

The current system of Executive Board compensation promotes the implementation of the long-term corporate strategy of profitable growth. It promotes implementation of non-financial strategic objectives and provides incentives for creating long-term and sustainable value while, at the same time, avoiding undue risks. In addition, this approach also specifically promotes the interests of the shareholders in an appropriate long-term return. It is intended that the Executive Board members be granted, within the relevant legal framework, a market-based but competitive compensation package in order to encourage the loyalty of qualified Executive Board members to Berentzen- Gruppe Aktiengesellschaft and to attract new Executive Board members to the Company.

The compensation system for the members of the Executive Board of Berentzen-Gruppe Aktiengesellschaft consists of non-performance-based (fixed) and performance-based (variable) components. In the event of performance targets being 100 % reached in each case, the ratio of the short-term,single-year variable compensation (short-term incentive, STI) to long-term,multiple-year variable compensation (long-term incentive, LTI) stands at 40:60 after rounding. In the case of special achievements or special project successes, which in particular make a contribution to sustainable corporate performance, the Supervisory Board may further decide to award an additional voluntary special allowance.

The following overview provides a summary of the individual components of the current compensation system for the members of the Executive Board and of the underlying objectives including the link to strategy and the specific structure of the individual compensation components. These are explained in detail in section (2.1.6) below.

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