ElringKlinger : Invitation to the 119th Annual General Meeting of ElringKlinger AG, Dettingen/Erms

Agenda Item 1

The submission of the established annual account statement of ElringKlinger AG, the approved consolidated financial statement, and the joint situation report for ElringKlinger AG and the group of companies, as well as the report of the Supervisory Board, in each case for business year 2023

The listed documents also include the explanatory report on the information as per § 289a para. 1, 315a of the Commercial Code. These can be retrieved on the website of the company at www.elringklinger.de/hauptversammlung. The same applies to the declaration to the corporate management,­ including the compliance statement for the German Corporate Governance Code and the summarised non-financial report.

The Supervisory Board has approved the annual accounts compiled by the Management Board and endorsed the consolidated financial statement. The annual accounts are therefore established as per § 172 sentence 1 AktG. In accordance with the statutory provisions, this item of the agenda does not therefore require a resolution to be passed.

Agenda Item 2

Passing a resolution on the utilisation of the net profit

The Management Board and the Supervisory Board propose that the net profit of ElringKlinger AG from the expiring business year 2023 in the amount of EUR 9,503,998.50 be utilised as follows:

Payout of the dividend in the amount of EUR 0.15 per dividend-bearing share

63,359,990 items x EUR 0.15 / share = EUR 9,503,998.50

According to § 58 para. 4 sentence 2 AktG, the entitlement to the dividend is due on the third business day following the Annual General Meeting resolution, that is, on May 21, 2024.

Agenda Item 3

Passing a resolution on the discharge of members of the Management Board for business year 2023

The Management Board and Supervisory Board propose discharging the members of the Management Board for business year 2023.

Agenda Item 4

Passing a resolution on discharging the members of the Supervisory Board for business year 2023

The Management Board and Supervisory Board propose discharging the members of the Supervisory Board for business year 2023.

Agenda Item 5

Passing a resolution on selecting the annual auditor and the group auditor for business year 2024

The supervisory council, upon the recommendation of its audit committee, proposes

Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart,

as the annual auditor and group auditor for business year 2024, as well as for the audit review of the financial reports during the year for business year 2024 as well as for the first quarter of business year 2025, provided this is subject to audit review.

The audit committee has stated that its recommendation is free from undue influence by third parties, and that no clause restricting the options of the Annual General Meeting in the sense of Art. 16 para. 6 of the EU Annual Auditor Regulation (Directive (EU) No. 537 / 2014) has been imposed on it.

Agenda Item 6

Passing a resolution on the approval of the compensation report

According to § 162 AktG, the Management Board and the Supervisory Board must create a compensation report concerning the compensation of the members of the management bodies, and submit it to the Annual General Meeting in accordance with § 120a para. 4 AktG for approval.

The compensation report was reviewed according to

• 162 para. 3 AktG by the annual auditor to determine whether the statements required under law according to
• 162 para. 1 and 2 AktG were made. The note on the audit of the compensation report should be attached to the compensation report.

The Management Board and Supervisory Board propose approving the compensation report created and reviewed according to § 162 AktG for business year 2023. Following the agenda, the compensation report shall be printed out as

an appendix to Agenda Item 6, and shall be accessible on our website at www.elringklinger.de/hauptversammlung, as well as during the Annual General Meeting.

Agenda Item 7

Passing a resolution on approving the system for compensating Management Board members

According to § 120a para. 1 AktG, the Annual General Meeting of a company quoted on the stock exchange shall resolve on the approval of the compensation system for the members of the Management Board in the case of a significant change in the system, but at least every four years.

In its regular session on March 26, 2024, the Supervisory Board resolved for the Management Board members to maintain the existing compensation system with merely one amendment, but otherwise unchanged. The amendment concerns the indicators to be used in calculating the Short-Term Incentive (STI) for earnings before interest and taxes (EBIT). In the future, the EBIT adjusted used by the company in its reporting should also be used for the calculation of the corresponding component of Management Board compensation. When calculating the EBIT adjusted, certain special effects are not taken into account in order to achieve comparability of the operating result over a longer period of time.

The Supervisory Board proposes approving the compensation system for the Management Board members described below as an appendix to this agenda item, or confirming it with the aforementioned amendment.

Agenda Item 8

Passing a resolution on special election to the Supervisory Board

The Supervisory Board of the company consists of 12 members in accordance with § 96 para. 1 AktG and

• 7 para. 1 sentence 1 No. 1 MitbestG (Mitbestimmungs- gesetz [Codetermination Act]). Six members of the super- visory council are chosen by the shareholders and work- ers of the domestic establishments of the company and its subsidiaries. Mr Klaus Eberhardt has resigned his super- visory council mandate with effect from the conclusion of the Annual General Meeting on May 16, 2024. In his place, a new member must be elected as a representative of the shareholders. The Annual General Meeting is not bound by election proposals.

The Supervisory Board proposes selecting

Mr Ludger Heuberg, 65 years old, Offenbach a.M.

Chief Financial Officer

to the Supervisory Board.

The vote shall take place up to the conclusion of the Annual General Meeting that passes the resolution on the discharge of the Supervisory Board for business year 2024.

Memberships in other supervisory councils to be formed by law (letter a) or further comparable domestic and foreign control committees of economic enterprises (letter b) in the meaning of § 125 para. 1 sentence 5 AktG:

1. Aramark GmbH, Neu-Isenburg
2. Zschimmer & Schwarz Chemie GmbH, Lahnstein Zschimmer & Schwarz Holding GmbH & Co. KG, Lahnstein

No personal or business relationships exist with the enterprise, the management bodies of the company, or a shareholder­ participating significantly in the company in the sense of Recommendation C. 13 of German Corporate Governance.

The Supervisory Board has confirmed that the proposed candidate can dedicate the anticipated time required in connection with the activity of the Supervisory Board. Further information on Mr Heuberg can be found on the company's website under Investor Relations or Annual General Meeting.

Additional information on voting according to Table 3 DVO (Durchführungsverordnung [Implementing Regulation]) (EU) 2018 / 1212

Resolutions passed on items 2 to 5 of the agenda are binding. Resolutions passed on items 6 and 7 of the agenda have the nature of recommendations. For the proposed votes on agenda items 2 to 7, in each case there exists the opportunity to vote yes (affirmative), no (negative), or to abstain.

The compensation system for Management Board members is aligned with the company's long-term corporate strategy as well as its objective of sustained success and sets corresponding incentives for the Management Board. The compensation system takes into consideration the size, com- plexity, and financial situation of the company as well as its prospects for the future. Therefore, the compensation system consists of parameters that are transparent and performance -based, in addition to embracing the aspect of sus- tainability. The focus of the compensation system is on the duties and performance of the entire Management Board.

The proportion of variable compensation exceeds that of fixed compensation. Additionally, the target value of long-

term variable compensation is higher than that of short- term variable compensation.

This structure in respect of compensation components is aimed at promoting positive corporate development. The larger variable proportion of long-term variable compensation in particular provides an incentive to safeguard the company's sustained performance and to focus on positive long-term corporate development.

In summary, the compensation system is aimed at supporting and fostering the company's transformation and evolving the company in pursuit of long-term profitability.

Basic compensation

Fringe benefits

Benefits for private pension provision

Performance-based compensation

Short-Term Incentive (STI)

Long-Term Incentive (LTI)

Benefits in the event of termination of employment

Termination by mutual consent

Other compensation arrangements

Securing a basic income

Alignment with the Board member's area of responsibility

Securing adequate pension provision

Profitable growth of the company

Sustainable corporate performance and incentivization toward growth in enterprise value through share subscription

Avoidance of excessive severance payments

Cash compensation

Payment in twelve monthly installments

Company car

Insurance benefits

Payment of an annual fixed amount

Year-on-year comparison of EBIT

Year-on-year comparison of operating free cash flow

Modifier for additional targets to be agreed

Payment in cash

Granting at the beginning of a financial year based

on the year-on-year comparison of EBIT and operating free cash flow

Modifier for additional targets to be agreed

Payment in cash with the proviso that shares shall be acquired in ElringKlinger AG and subsequently held for four years

Severance payment limited to remaining term

of employment contract or maximum of two years' compensation

2022 Compensation Report

The 2022 Compensation Report was approved by 96.81% of the votes at the Annual General Meeting on May 16, 2023. Due to the approval, there was no reason to question the reporting or implementation.

Changes to Management Board

There were several changes to the Management Board in the 2023 financial year. With effect from June 30, 2023, Dr. Stefan Wolf's appointment as Chairman (CEO) and member of the Management Board was terminated following a resolution adopted by the Supervisory Board on April 6, 2023. The termination and severance agreement concluded in this context regulates the settlement of contractual rights as part of a one-off payment in the amount of EUR 4,424 k, taking into account the severance cap of a maximum of two years' compensation. The one-off payment was made in June 2023. A retention period until June 30, 2025, was agreed in respect of shares in the company acquired under the share ownership guideline. All retirement benefit rights granted shall remain valid.

At the meeting on September 28, 2023, the Supervisory Board appointed Thomas Jessulat, previously Chief Financial Officer, as Chief Executive Officer. Thomas Jessulat had already performed this role on an interim basis as Spokesperson of the Management Board. In addition, Dirk Willers was appointed to the Management Board. Both appointments were made with effect from October 1, 2023.

EBIT target attainment curve

Actual/actual comparison EBIT in %

Target attainment for operating FCF is also determined on the basis of a year-on-year comparison of actual figures. The actual value of operating FCF in the respective financial year is compared with the actual value of operating FCF of the previous financial year. If operating FCF remains the same as in the previous year, target attainment equals 100%. If operating FCF is up by +100%, the maximum level corresponds to 200%. In the case of operating FCF of

• 50% compared to the previous year, target achievement is 0%, which corresponds to a minimum value. The values within this range are interpolated. The target achievement curve for operating FCF is shown below.

Short-Term Incentive (STI)

The STI is based on the two key financial performance targets EBIT* (earnings before interest and taxes) and Operating FCF (operating free cash flow*), each weighted at 50%. It is granted annually and paid out in cash. The audited, certified, and approved consolidated financial statements of ElringKlinger AG are authoritative for both indicators. In the event of extraordinary circumstances, it is at the discretion of the Supervisory Board to set parameters deviating from the audited figures.

Target attainment with regard to EBIT is determined on the basis of a year-on-year comparison of actual figures. In this context, the actual EBIT value in the respective financial year is compared with the actual EBIT value of the previous financial year. If EBIT remains the same as in the previous year, target attainment equals 100%. If EBIT increases by +100%, the maximum level corresponds to 200%. In the case of EBIT of - 50% compared to the previous year, the target attainment level is 0%, which corresponds to a minimum value. The values within this range are interpolated. The EBIT target attainment curve is as follows:

Operating FCF target attainment curve

Actual/actual comparison operating FCF in %

An additional modifier enables the Supervisory Board to assess not only the level of financial target attainment but also the individual and collective performance of the Management Board as well as the achievement of stakeholder objectives on the basis of specific criteria. The criteria for assessment are determined by the Supervisory Board at the beginning of each financial year, at the latest within the first three months. It is at the discretion of the Supervisory Board to determine the modifier, which can range from 0.8 to 1.2.

An individual allocation value is contractually agreed for each member of the Management Board. Overall target attainment is calculated from the sum of target attainment of EBIT and operating FCF multiplied by the modifier. The STI figure is calculated by multiplying the individual allocation value by overall target attainment. The maximum amount of the STI per Management Board member is two times the allocation value. The principles of the STI are illustrated in the following diagram.

Individual allocation value x

STI (in EUR)

x

Determining the targets for the 2023 financial year

For the 2023 financial year, the criteria for the modifier were set collectively for all Management Board members as innovation ratio, customer retention, and improvement in energy efficiency. The innovation ratio shows the hours spent on research and development for e-mobility in relation to the total hours spent on research and development.

The customer loyalty modifier is based on the average order backlog of the last twelve months. Energy efficiency is calculated on the basis of CO2 reduction. The indicator puts CO2 emissions in relation to revenue. As EBIT in the 2022 financial year was negative due to exceptional items, the Supervisory Board set EUR 85,000 k as the target EBIT for 2023.

Long-Term Incentive (LTI)

Eligible Management Board members are entitled to an LTI granted on an annual basis. In accordance with the method applied to the STI, the allocation value is multiplied by the overall target attainment figure for the STI of the financial year preceding the respective financial year. The amount paid out for the respective financial year under review is

Summary: Principles of the Long-Term Incentive

determined on the basis of this calculation. The amount payable must be fully invested in company shares after deduction of applicable taxes and duties. These shares must be held for a period of four years.

The underlying principles are illustrated in the following diagram:

FYn-1

FYn

FYn+1

FYn+2

FYn+3

The individual allocation value is granted in annual rolling tranches, each at the beginning of a financial year (alloca- tion date). This form of compensation is granted immediately subsequent to the adoption of the consolidated financial statements and the determination of overall target attainment for the STI of the financial year preceding the grant year of the respective tranche of the LTI.

The gross payment amount is calculated by multiplying the individual allocation value by the figure of overall target attainment determined for the STI of the financial year preceding the grant year of the respective tranche of the LTI.