CompuGroup Medical : Convocation

Convenience translation

CONVOCATION OF

the Annual General Meeting

of CompuGroup Medical SE & Co. KGaA

on May 22, 2024

in the form of a virtual general meeting

ISIN: DE000A288904

WKN: A28890

CompuGroup Medical SE & Co. KGaA

Koblenz

Dear Shareholders,

We hereby invite you to the

Annual General Meeting of CompuGroup Medical SE & Co. KGaA,

which will take place on

Wednesday, May 22, 2024 at 10.00 a.m.

(CEST; 8.00 a.m. UTC)

as a virtual general meeting without the physical presence of the shareholders and their

representatives.

The Annual General Meeting will be held in accordance with article 22 no. 3 of the Articles of Association in conjunction with section 118a German Stock Corporation Act (AktG) as a virtual general meeting without the physical presence of the shareholders and their representatives. Shareholders and their representatives who have properly registered for the meeting, can access and attend the virtual Annual General Meeting via the Investor Portal of the company at www.cgm.com/agm. For more details and information on the rights of shareholders and their representatives, please refer to the "Further information and notes" section further down after the agenda following the "appendix to item 14 - Report of the general partner on the reasons for the authorization to exclude subscription rights" section.

The venue of the Annual General Meeting within the meaning of the Stock Corporation Act is Maria Trost 21, 56070 Koblenz. Please note that shareholders and their representatives (with the exception of proxies appointed by the company) cannot be physically present at the venue of the Annual General Meeting. Shareholders and their representatives are thus not able to follow the virtual Annual General Meeting at the actual venue.

Agenda

1. Presentation of the approved annual financial statements, the approved consolidated annual financial statements, the combined management report for CompuGroup Medical SE & Co. KGaA and the group, the explanatory report on the disclosures pursuant to sections 289a, 315a of the German Commercial Code (HGB), the report of the Supervisory Board and the report of the Joint Committee for financial year 2023; resolution on the adoption of the annual financial statements of CompuGroup Medical SE & Co. KGaA for financial year 2023
   The aforementioned documents are published on the company's website at www.cgm.com/hv. They will also be accessible there during the Annual General Meeting. At the Annual General Meeting, the aforementioned documents will be explained in more detail by the Managing Directors of the general partner and - insofar as the report of the Supervisory Board is concerned - by the Chairman of the Supervisory Board.
   The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the general partner, CompuGroup Medical Management SE. Pursuant to section 286 (1) German Stock Corporation Act (AktG), the Annual General Meeting resolves on the adoption of the annual financial statements; the resolution requires the approval of the general partner.
   In addition, the aforementioned documents are to be made available to the Annual General Meeting without any further resolution being required in this regard.
   The general partner and the Supervisory Board propose to adopt the annual financial statements of CompuGroup Medical SE & Co. KGaA (hereinafter "Company") for financial year 2023 in the version presented, which shows net profits of EUR 134,187,178.78.
2. Resolution on the appropriation of net profits for financial year 2023
   The general partner and the Supervisory Board propose that the net profits for financial year 2023 of EUR 134,187,178.78 be appropriated as follows:

The proposal for the appropriation of profits is based on the number of dividend-bearingno-par value shares in existence on the date on which the annual financial statements were prepared by the general partner for the past financial year 2023. This takes into account the fact that pursuant to section 71b German Stock Corporation Act (AktG), the treasury shares held by the company are not entitled to dividends. Should the number of dividend-bearingno-par value shares change by the time the Annual General Meeting is held, a correspondingly adjusted resolution proposal will be put to the vote at the

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Annual General Meeting, which will again provide for a dividend of EUR 1.00 per dividend-bearingno-par value share for the past financial year 2023. In this case, the profit carried forward will be adjusted accordingly.

Pursuant to section 278 (3), section 58 (4) sentence 2 German Stock Corporation Act (AktG), the claim to the dividend is due on the third business day following the resolution of the Annual General Meeting.

1. Resolution on the approval of the actions of the general partner of CompuGroup Medical SE & Co. KGaA for financial year 2023
   The general partner and the Supervisory Board propose that the actions of the general partner of CompuGroup Medical SE & Co. KGaA be approved for financial year 2023.
2. Resolution on the approval of the actions of the members of the Supervisory Board of CompuGroup Medical SE & Co. KGaA for financial year 2023
   The general partner and the Supervisory Board propose that the actions of the members of the Supervisory Board of CompuGroup Medical SE & Co. KGaA holding office in financial year 2023 be approved for this period.
3. Resolution on the appointment of the auditor of the annual and consolidated financial statements for financial year 2024
   Based on the recommendation of the Audit Committee, the Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, Frankfurt am Main branch be appointed as auditor of the annual financial statements and auditor of the consolidated financial statements for financial year 2024 and auditor for the review, if any, of the condensed financial statements and the interim management report of the Group for the first half of financial year 2024 and additional interim financial information for financial year 2024 and the first quarter of financial year 2025.
   The Audit Committee has declared that its recommendation is free from undue influence by third parties and that no clause restricting its choice within the meaning of art. 16 (6) of the Regulation (EU) No 537/2014 of the European Parliament and of the Council of April 16, 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC has been imposed on it.
4. Resolution on the appointment of the auditor for the sustainability report for financial year 2024
   Directive (EU) 2022/2464 of the European Parliament and of the Council of December 14, 2022 amending Regulation (EU) No 537/2014 and Directives 2004/109/EC, 2006/43/EC and 2013/34/EU as regards corporate sustainability reporting (OJ L 322 dated 16.12.2022, p. 15) (Corporate Sustainability Reporting Directive, CSRD) obliges the Member States to adopt legislation by July 6, 2024 that sets out an assurance standard for sustainability reporting of certain capital market-oriented companies, which would include CompuGroup Medical SE & Co. KGaA, for financial years beginning after December 31, 2023. In accordance with CSRD, the auditor of the sustainability report is to be appointed by the Annual General Meeting.

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CSRD only takes direct legal effect when national implementation acts have been put in place. CSRD has not yet been implemented by the German legislator. The company's Annual General Meeting is therefore expected to be held at a time when the CSRD Implementation Act has not yet come into force. In order to avoid the need for an Extraordinary General Meeting to elect a sustainability auditor for the 2024 financial year once the CSRD Implementation Act comes into force, a sustainability auditor is to be elected as a precautionary measure and subject to the corresponding authorization of the Annual General Meeting.

Against this background, the Supervisory Board, based on a corresponding recommendation by the Audit Committee, proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, Frankfurt am Main branch be commissioned with the assurance of the consolidated sustainability report for the 2024 financial year.. The election is subject to the proviso that the German legislator, in implementing article 37 (1) of the Statutory Audit Directive (Directive 2006/43/EC, most recently amended by Directive (EU) 2022/2464), stipulates that the auditor of the sustainability report be elected by the Annual General Meeting and that this applies to the company's 2024 financial year.

The Audit Committee has declared that its recommendation is free from undue influence by third parties and that no clause restricting the choice within the meaning of art. 16 (6) of Regulation (EU) No 537/2014 of the European Parliament and of the Council of April 16, 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC has been imposed on it.

1. Resolution on the approval of the remuneration report for financial year 2023
   In accordance with section 162 German Stock Corporation Act (AktG), CompuGroup Medical SE & Co. KGaA has prepared a remuneration report for financial year 2023 which, in addition to the members of the Supervisory Board, also covers the Managing Directors of the general partner of CompuGroup Medical SE & Co. KGaA over and above the statutory requirements for companies in the legal form of a KGaA. This remuneration report has been audited by the auditor in accordance with section 162 (3) AktG and will be submitted to the Annual General Meeting for approval.
   The General Partner and the Supervisory Board propose that the remuneration report for the 2023 financial year printed as an attachment to this agenda item 7 after the agenda together with the auditor's report be approved.
2. Resolution on the approval of a profit transfer agreement between CompuGroup Medical SE & Co. KGaA and CGM LAB International GmbH

CompuGroup Medical SE & Co. KGaA intends to conclude a profit transfer agreement with CGM LAB International GmbH. CGM LAB International GmbH is a wholly owned subsidiary of CompuGroup Medical SE & Co. KGaA.

As all shares in CGM LAB International GmbH are held directly by CompuGroup Medical SE & Co. KGaA, the profit transfer agreement does not provide for a compensation payment (section 304 AktG) or a settlement (section 305 AktG) for external shareholders. Against this background, a review of the agreement by a contract auditor in accordance with section 293b (1) AktG is not required either.

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The text of the intended profit transfer agreement is attached to this convocation to the Annual General Meeting as an appendix to agenda item 8.

The general partner of CompuGroup Medical SE & Co. KGaA has issued a detailed joint report with the management of CGM LAB International GmbH in accordance with section 293a AktG, in which the conclusion of the profit transfer agreement and the agreement are explained and justified in detail from a legal and economic perspective. This report, together with the profit transfer agreement and the other documents to be made available in accordance with section 293f AktG, is published on the Internet at www.cgm.com/agm from the date on which the Annual General Meeting is convened. All documents to be made available will also be available there up to and during the company's Annual General Meeting. The agreement will only become effective with the approval of the Annual General Meeting of CompuGroup Medical SE & Co. KGaA and the shareholders' meeting of CGM LAB International GmbH and only once its existence has been entered in the commercial register of CGM LAB International GmbH.

The general partner and the Supervisory Board propose that the intended profit transfer agreement between CompuGroup Medical SE & Co. KGaA and CGM LAB International GmbH be approved.

9. Resolution on the cancellation of the Authorized Capital 2020, the creation of Authorized Capital 2024-I with the option of excluding shareholders' subscription rights and a corresponding amendment to article 4 of the Articles of Association

In connection with the change of legal form resolution adopted by the Annual General Meeting on May 13, 2020 under agenda item 7 in article 4 (3) of the Articles of Association, the general partner was authorized, with the approval of the Supervisory Board, to increase the share capital by a total of up to EUR 26,609,675.00 (Authorized Capital 2020) by issuing new no-par value bearer shares against cash and/or non-cash contributions on one or more occasions until May 12, 2025 and, subject to the approval of the Supervisory Board, to exclude in certain cases shareholders' subscription rights to new shares.

On June 22, 2020, the company utilized some of the Authorized Capital 2020 and issued 515,226 new shares with shareholder subscription rights excluded. On the same day, the company sold 4,806,709 treasury shares with shareholder subscription rights excluded in accordance with section 186 (3) sentence 4 German Stock Corporation Act (AktG).

The Authorized Capital 2020 currently in place is to be cancelled and replaced by a new Authorized Capital 2024-I along with an Authorized Capital 2024-II proposed under agenda item 10, and the Articles of Association amended accordingly, so that the company retains the flexibility to comprehensively shore up its equity as required in the future.

The general partner and the Supervisory Board therefore propose the adoption of the following resolutions:

1. Cancellation of the Authorized Capital 2020
   The current authorization granted by the Annual General Meeting on May 13, 2020 with effect until May 12, 2025 to increase the share capital (Authorized Capital 2020) and article 4 (3) of the Articles of Association are cancelled subject to the condition precedent that the amendment to the Articles of Association proposed in lit. b) of this agenda item 9 is added to the company's entry in the commercial register.

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1. Creation of an Authorized Capital 2024-I with the option of excluding shareholders' subscription rights and a corresponding amendment to article 4 of the Articles of Association
   A new authorized capital of EUR 10,746,915.00 with the option of excluding shareholders' subscription rights is created in accordance with the following provision in the Articles of Association (Authorized Capital 2024-I).

Article 4 (3) of the Articles of Association is amended to read as follows:

"3. The general partner is authorized, with the approval of the Supervisory Board, to increase the share capital of the company on one or more occasions until (and including) May 21, 2028 by up to a total of EUR 10,746,915.00 by issuing 10,746,915 new no-par value bearer shares against cash and/or non-cash contributions (Authorized Capital 2024-I).

The general partner may only utilize the Authorized Capital 2024-I up to a maximum of 50 % of the share capital at the time the authorization becomes effective or - if this value is lower

• at the time this authorization is exercised. Shares issued or to be issued during the term of this authorization from other authorized capital or shares issued to satisfy bonds with conversion or option rights or with conversion or option obligations from contingent capital shall be counted towards this maximum limit of 50 % of the share capital, provided that these bonds were issued during the term of this authorization. This inclusion as per the above sentence will no longer be applicable in the future if and to the extent that the authorization(s), according to which the shares to be included were issued, is/are granted again by the Annual General Meeting in compliance with statutory provisions. This applies to the extent of the new authorization, but up to a maximum of 50 % of the share capital in accordance with the provisions of sentence 1 of this paragraph.

The shareholders must generally be granted subscription rights to the new shares as prescribed by law. The shares may also be taken over by one or more bank(s) or as per section 186 (5) German Stock Corporation Act (AktG) or one or more companies active as per section 53 (1) sentence 1 or section 53b (1) sentence 1 or section 53b (7) of the German Banking Act (KWG) on condition that they offer these to the company's shareholders for subscription (referred to as an indirect subscription right).

The general partner is, however, authorized, with the approval of the Supervisory Board, to exclude shareholder subscription rights in full or in part, on one or more occasions, in accordance with one or more of the following provisions:

1. to exclude fractional amounts from the subscription rights of the shareholders;
2. to satisfy any rights or obligations to acquire company shares arising out of or in connection with convertible bonds, bonds with warrants, profit participation certificates and/or profit participation bonds (or any combination of these instruments) issued by the company or an associated company within the meaning of sections 15 et seqq. AktG, as well as to grant subscription rights to the bearers or creditors of such instruments with option and/or conversion rights and/or obligations

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to compensate for dilutions in the extent to which they would be entitled after having exercised these rights or fulfilling these obligations;

1. to fulfill option rights from the authorization to be granted by resolution of the Annual General Meeting on May 22, 2024 under agenda item 12 to grant subscription rights (share options) to the Managing Directors of the general partner as well as managerial staff of the company or its associated companies to the extent that the company does not fulfill the obligations arising from share options from the authorized or contingent capital or with treasury shares or a cash payment. To the extent that new shares are to be transferred to Managing Directors of the general partner to fulfill the obligations arising from issued share options, the above authorization applies to the Administrative Board of the general partner;
2. for a capital increase against cash contributions as per or in accordance with section 186 (3) sentence 4 AktG, if the issue price of the new shares does not fall significantly below the stock market price of the company shares already listed on the stock market and the newly issued shares with subscription rights excluded do not make up more than a total of 10 % of the share capital at any time whether this be at the time the authorization becomes effective or - if lower - at the time the Authorized Capital 2024- I is exercised. Shares in the company that were issued or sold during the term of this authorization under exclusion of subscription rights in accordance with section 186 (3) sentence 4 German Stock Corporation Act (AktG) or that are issued or will be issued to satisfy bonds with conversion or option rights or conversion or option obligations, as long as these bonds were issued during the term of this authorization under exclusion of subscription rights in accordance with section 186 (3) sentence 4 German Stock Corporation Act (AktG), shall count towards this maximum limit of 10 % of the share capital. This inclusion as per the above sentence will no longer be applicable in the future if and to the extent that the authorization(s) to exclude shareholder subscription rights as per or in accordance with section 186 (3) sentence 4 AktG, according to which the shares to be included were issued, is/are granted again by the Annual General Meeting in compliance with statutory provisions. This applies to the extent of the new authorization, but up to a maximum of 10 % of the share capital in accordance with the provisions of sentence 1 of this paragraph;
3. in cases of capital increases against non-cash contributions, in particular for the acquisition of companies, parts of companies or equity interests in companies or other assets, including receivables from the company or its group companies.

The total number of shares issued under Authorized Capital 2024-I under exclusion of shareholders' subscription rights may not exceed 10 % of the share capital at the time the authorization becomes effective or - if this value is lower - at the time the respective authorization is exercised, taking into account other company shares that have been issued or sold during the term of this authorization under exclusion of shareholders' subscription rights or that are issued or shall be issued to satisfy bonds with conversion or option rights or conversion or option obligations if these bonds have been issued during the term of this

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authorization under exclusion of shareholders' subscription rights (except for issuance under exclusion of subscription rights to eliminate fractional amounts), einen anteiligen Betrag von 10 % des Grundkapitals nicht übersteigen, und zwar weder im Zeitpunkt des Wirksamwerdens noch - falls dieser Wert geringer ist - im Zeitpunkt der Ausnutzung dieser Ermächtigung. This inclusion as per the above sentence will no longer be applicable in the future if and to the extent that the authorization(s), according to which the shares to be included were issued, is/are granted again by the Annual General Meeting in compliance with statutory provisions. This applies to the extent of the new authorization, but up to a maximum of 10 % of the share capital in accordance with the provisions of sentence 1 of this paragraph.

The new shares created on the basis of the Authorized Capital 2024-I offer profit participation from the start of the financial year in which they are created and for all subsequent financial years. Notwithstanding the aforementioned and with the approval of the Supervisory Board, the general partner may determine that the new shares offer profit participation from the start of the financial year for which the Annual General Meeting has not yet passed a resolution on the appropriation of net profit at the time of the capital increase, as far as this is permitted by law.

The general partner is also authorized, with the approval of the Supervisory Board, to determine the further details of the capital increase and its execution, in particular the content of the share rights and the conditions of the share issues."

1. Authorization to amend the Articles of Association
   The Supervisory Board is authorized to amend the wording of article 4 of the Articles of Association in accordance with the issue of new shares from the Authorized Capital 2024-I and, if the Authorized Capital 2024-I is not exercised in full or at all by May 21, 2028, to make amendments thereto once the authorization lapses.
2. Instruction issued to the general partner
   The general partner is instructed to have the cancellation of the Authorized Capital 2020 and the creation of the new Authorized Capital 2024-I entered into the company's commercial register with the proviso that the cancellation of the Authorized Capital 2020 is only entered if it is ensured that the amendment to article 4 (3) of the Articles of Association is entered immediately thereafter.

The report of the general partner on the reasons for the authorization to exclude subscription rights is enclosed with this convocation as an appendix to agenda items 9 and 10.

10. Resolution on the creation of an Authorized Capital 2024-II with the option of excluding shareholders' subscription rights and a corresponding amendment to article 4 of the Articles of Association

In addition the Authorized Capital 2024-I, the Authorized Capital 2024-II is intended to further increase the flexibility to procure equity and the Articles of Association shall be amended accordingly.

The general partner and the Supervisory Board propose the adoption of the following resolutions:

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1. Creation of an Authorized Capital 2024-II with the option of excluding shareholders' subscription rights and a corresponding amendment to article 4 of the Articles of Association
   A new authorized capital of EUR 16,120,372.00 with the option of excluding shareholders' subscription rights (Authorized Capital 2024-II) is created in addition to the Authorized Capital 2024-I.
   Article 4 (4) of the Articles of Association of the Company is amended to this end as follow:
   "4. The general partner is authorized, with the approval of the Supervisory Board, to increase the share capital of the company on one or more occasions until (and including) May 21, 2029 by up to a total of EUR 16,120,372.00 by issuing 16,120,372 new no-par value bearer shares against cash and/or non-cash contributions (Authorized Capital 2024-II).
   The general partner may only utilize the Authorized Capital 2024-II up to a maximum of 50 % of the share capital at the time the authorization becomes effective or - if this value is lower - at the time this authorization is exercised. Shares issued or to be issued during the term of this authorization from other authorized capital or shares issued to satisfy bonds with conversion or option rights or with conversion or option obligations from contingent capital shall be counted towards this maximum limit of 50 % of the share capital, provided that these bonds were issued during the term of this authorization. This inclusion as per the above sentence will no longer be applicable in the future if and to the extent that the authorization(s), according to which the shares to be included were issued, is/are granted again by the Annual General Meeting in compliance with statutory provisions. This applies to the extent of the new authorization, but up to a maximum of 50 % of the share capital in accordance with the provisions of sentence 1 of this paragraph.
   The shareholders must generally be granted subscription rights to the new shares as prescribed by law. The shares may also be taken over by one or more bank(s) or as per section 186 (5) German Stock Corporation Act (AktG) or one or more companies active as per section 53 (1) sentence 1 or section 53b (1) sentence 1 or section 53b (7) of the German Banking Act (KWG) on condition that they offer these to the company's shareholders for subscription (referred to as an indirect subscription right).
   The general partner is, however, authorized, with the approval of the Supervisory Board, to exclude shareholder subscription rights in full or in part, on one or more occasions, in accordance with one or more of the following provisions:
2. 1. to exclude fractional amounts from the subscription rights of the shareholders;
   2. to satisfy any rights or obligations to acquire company shares arising out of or in connection with convertible bonds, bonds with warrants, profit participation certificates and/or profit participation bonds (or any combination of these instruments) issued by the company or an associated company within the meaning of sections 15 et seqq. AktG, as well as to grant subscription rights to the bearers or creditors of such instruments with option and/or conversion rights and/or obligations to compensate for dilutions in the extent to which they would be entitled after having exercised these rights or fulfilling these obligations;

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