Jenoptik : Notice of the 2024 Annual General Meeting incl. agenda

Invitation to Annual General Meeting 2024

JENOPTIK Aktiengesellschaft, Jena

- ISIN DE000A2NB601 -

- WKN A2NB60 -

Convenience translation

JENOPTIK AG

Invitation to Annual General Meeting 2024

We hereby invite our shareholders to attend the Annual General Meeting, to be held at Volkshaus Jena, Carl-Zeiss-Platz 15, 07743 Jena, Germany

on Tuesday, June 18, 2024 at 11:00 a.m. (CEST),

and hereby set out the agenda and proposed resolutions.

1. Agenda

1. Presentation of the adopted Annual Financial Statements, the Consolidated Financial Statements approved by the Supervisory Board, the Combined Management Report for JENOPTIK AG and the Group, the Supervisory Board report, the proposal put forward by the Executive Board regarding the appropriation of accumulated profits, and the Executive Board's explanatory report pursuant to §289a of the Commercial
   Code (HGB) and §315a HGB for the fiscal year 2023.
   The above-mentioned documents, including the Corporate Governance Statement and the Remuneration Report for the fiscal year 2023, can be viewed on our website at www.jenoptik.com/investors/annual-general-meeting.The documents will also be available there during the Annual General Meeting on June 18, 2024. Pursuant to statutory provisions, no resolution will be passed with regard to agenda item 1, as the Supervisory Board has already approved the Consolidated and Annual Financial Statements, and the Annual Financial Statements have therefore been adopted pursuant to §172(1) of the Stock Corporation Act (AktG).
2. Resolution on the appropriation of accumulated profits for the fiscal year 2023

The Executive Board and the Supervisory Board propose that the accumulated profits for the fiscal year 2023, in the amount of 91,748,565.65 euros, be appropriated as follows:

Payment of a dividend of 0.35 euros per dividend-bearing share

If the number of dividend-bearing shares changes prior to the Annual General Meeting, an adjusted proposal for the appropriation of profits will be submitted to the Annual General Meeting with an unchanged dividend payment of 0.35 euros per dividend-bearing share.

If the proposed resolution is accepted, the following will apply to payment of the dividend: Since, as in prior years, the dividend will be paid in full from the tax deposit account pursuant to §27 of the Corporate Income Tax Act (KStG), the payment will be made without deduction of capital gains tax or the solidarity surcharge. The dividend does not entitle recipients to a tax refund or tax credit.

Pursuant to §58 (4) (2) AktG, the dividend is due on the third business day following the resolution at the Annual General Meeting. Therefore, the payment of the dividend is scheduled for June 21, 2024.

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1. Approval of the Executive Board's actions for the fiscal year 2023
   The Executive Board and the Supervisory Board submit a proposal that approval be given to the activities of the Executive Board for the fiscal year ending on December 31, 2023.
2. Approval of the Supervisory Board's actions for the fiscal year 2023
   The Executive Board and the Supervisory Board submit a proposal that approval be given to the activities of the Supervisory Board for the fiscal year ending on December 31, 2023.
3. Appointment of auditor and Group auditor for the fiscal year 2024
   Based on the recommendation made by the Audit Committee to this effect, the Supervisory Board proposes that EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Stuttgart, be appointed auditor and Group auditor for the fiscal year from January 1 through December 31, 2024.
   The Audit Committee declares that its recommendation was made without any undue influence by third parties and that it has not been restricted with regard to its selection of an auditor.
4. Appointment of the Sustainability Report auditor for the fiscal year 2024
   Following the Directive (EU) 2022/2464 of the European Parliament and Councel, which came into effect on January 5, 2023, amending Regulation (EU) No. 537/2014 and Directives 2004/109/EC, 2006/43/EC, and 2013/34/EU concerning corporate sustainability reporting (Cor- porate Sustainability Reporting Directive - "CSRD"), large public-interest entities with more than 500 employees are required to expand their (consolidated) management report to include a (consolidated) Sustainability Report for fiscal years beginning after December 31, 2023. This report must be externally audited by the statutory auditor or another auditor. JENOPTIK AG, which is already subject to non-financial reporting pursuant to §289b(1), §315b(1) HGB, must therefore prepare a Sustainability Report for the company and the group for the fiscal year 2024 in accordance with the CSRD for the first time. This report must be audited by an external auditor pursuant to the proposed version of §324b(1) and (2) HGB as set out in the draft bill of the act for the implementation of the CSRD (RefE of the Bundesministeriums der Justiz dated March 22, 2024), complying with the requirements of the CSRD. Pursuant to §324e(2) HGB in the version of the draft bill, the auditor for the Sustainability Report can be a different auditor from the statutory auditor.
   For JENOPTIK AG, the Non-Financial Report has been audited by PricewaterhouseCoopers
   GmbH Wirtschaftsprüfungsgesellschaft, Munich, ("PwC") with so-called limited assurance since the fiscal year 2017. The company has already initiated a process to retender the statutory audit mandate for the fiscal years starting from 2026, which is also intended to cover the audit of the Sustainability Report. To avoid a short-term and potentially temporary change, it is proposed that PwC, rather than the statutory auditor suggested under agenda item 5, be appointed as the auditor for the Sustainability Report until the conclusion of this tendering process.

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The Supervisory Board proposes - based on the identical recommendation of its Audit Committee - to appoint PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Munich, as the auditor for the Sustainability Report for the fiscal year from January 1 to December 31, 2024. This resolution will only be implemented if, pursuant to the law implementing the CSRD, a Sustainability Report has to be prepared and audited for the fiscal year 2024 and if the legislator permits the appointment of the auditor by the Annual General Meeting.

1. Resolution on the approval of the Remuneration Report for the fiscal year 2023
   Pursuant to §162 AktG, the Executive Board and Supervisory Board shall prepare an annual Remu- neration Report. Pursuant to §120a(4) AktG, the Annual General Meeting resolves on the approval of the Remuneration Report for the past fiscal year. The Remuneration Report prepared was sub- jected to a formal audit by EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Stuttgart, to determine compliance with the regulations required by law pursuant to §162(1) and (2) AktG. The report on this audit is attached to the Remuneration Report. The Remuneration Report for the fiscal year 2023, including the report on the audit, is printed in the annex to this invitation under section A. and will be available from the time the Annual General Meeting is convened at www.jenoptik.com/investors/annual-general-meeting.It will also be available there during this Annual General Meeting.
   The Executive Board and Supervisory Board propose that the Remuneration Report for the fiscal year 2023 prepared pursuant to §162 AktG and formally audited by EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Stuttgart, be approved.
2. Election of a Supervisory Board member
   Following the departure of Ms. Doreen Nowotne from the Supervisory Board, Ms. Daniela Mattheus was judicially appointed by the Jena Local Court as a shareholder representative to the Supervisory Board, effective from November 1, 2023. Her term of office will end at the conclu- sion of the Annual General Meeting on June 18, 2024, in accordance with recommendation C.15 of the German Corporate Governance Code, making a new election by the Annual General Meet- ing necessary.
   Pursuant to Section 11(1) of the company's Articles of Association and §96(1) and (2), §101(1) AktG in conjunction with §1(1), §5(1), §7(1)(1)(1) of the Codetermination Act (MitbestG), the Supervi- sory Board is comprised of six members elected by the Annual General Meeting and six mem- bers elected by the employees (i.e., a total of twelve); at least 30 percent of the members must be women (i.e., at least four) and at least 30 percent must be men (i.e., at least four). The 30-per- cent quota must be met by the Supervisory Board as a whole since neither the employee repre- sentatives nor the shareholder side have objected to the overall fulfillment. Without taking into account the results of the new election to be carried out under agenda item 8, five seats on the Supervisory Board will already be occupied by women after the Annual General Meeting on June 18, 2024, two of them on the shareholder side and three on the employee side. Following the election of Ms. Daniela Mattheus, the Supervisory Board would also have three women on the shareholder side, along with Ms. Eckstein and Prof. Keller, thus continuing to meet the mini- mum quota requirement.

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Pursuant to Section 11(4) of the Articles of Association, the election of a Supervisory Board member to replace a prematurely departed member will be for the remainder of the departing member's term of office. Since the term of Ms. Doreen Nowotne would have ended with the conclusion of the Annual General Meeting in the year 2025, the Supervisory Board proposes that, effective from the end of this general meeting,

Ms. Daniela Mattheus

Attorney at law and Management Consultant, Berlin,

be elected as a shareholder representative to the Supervisory Board for a period until the end of Annual General Meeting that approves the actions in the fiscal year 2024.

Ms. Mattheus is a member of the Supervisory Board of the following business enterprises that have formed a Supervisory Board:

• CEWE Stiftung & Co. KGaA (Supervisory Board member, publicly listed)
• Commerzbank AG (Supervisory Board member, publicly listed)
• Deutsche Bahn AG (Supervisory Board member, not publicly listed)

The nomination is based on a recommendation from the Nomination Committee of the Supervisory Board. It is in accordance with the recommendations of the German Corporate Governance Code, takes into account the goals set by the Supervisory Board for its composition, and aims to further fulfill the competency profile for the entire body. The Supervisory Board has satisfied itself that Ms. Mattheus is able to devote the expected amount of time to discharging her duties.

The Supervisory Board believes that there are no personal or business relationships between Ms. Mattheus and the company, its corporate bodies, or a significantly involved shareholder relevant to the election decision of an objectively judging shareholder, the disclosure of which is recommended by Section C.13 of the German Corporate Governance Code.

Ms. Mattheus is the deputy chairperson of the Audit Committee and is expected to remain in this position after her election. Due to her professional career at two major accounting firms, she has extensive expertise in the field of accounting and corporate governance. For many years, she headed the Audit Committee Institute e.V. at KPMG, subsequently becoming Corporate Governance Leader EMEIA in the Financial Accounting Advisory Service at Ernst & Young. She is also the President of the Financial Expert Association e.V. Therefore, along with Mr. Spitzenpfeil, she qualifies as a financial expert on the Audit Committee pursuant to §100(5) AktG. Due to her extensive and multi-year expertise as a Supervisory Board member and Audit Committee chairperson of various domestic publicly listed and non-publicly listed capital companies, she also has expertise in sustainability reporting and its audit. Further qualifications and expertise of Ms. Mattheus are clearly presented in the qualification matrix of the Corporate Governance Statement. The Corporate Governance Statement can be viewed on the company's website at www.jenoptik.com/investors/corporate-governance.

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The detailed resume of Ms. Mattheus (including her memberships in other statutory supervisory boards and comparable German and international control bodies of business enterprises as well as an overview of significant activities in addition to the Supervisory Board mandate) can be found in the annex to this invitation under section B. and - updated annually - on the company's website at www.jenoptik.com/about-jenoptik/management/supervisory-board.

The Annual General Meeting is not bound by the aforementioned nomination proposal.

II. Further information and notes

All times stated in the following section are Central European Summer Time (CEST). CEST is two hours behind Coordinated Universal Time (UTC). The planned votes on agenda items 2-6 and 8 are binding, while the vote on agenda item 7 is of a recommendatory nature.

1. Total number of shares and voting rights
   At the time the Annual General Meeting was convened, the company's share capital amounted to a value of 148,819,099.00 euros, divided into 57,238,115 no-par value registered shares. Each share grants one vote, such that the total number of voting rights is also 57,238,115. At the time of the meeting being convened, the company did not hold any treasury shares.
2. Requirement for attendance and the exercise of voting rights
   Pursuant to §123(2) and (5) AktG and Section 21 of the Articles of Association, only those share- holders are entitled to attend the Annual General Meeting, to cast votes, and to exercise other shareholder rights - in person or by proxy - who are entered as shareholders in the company's share register and whose registration is received in good time. Registration must be received by the company no later than 24:00 hours on June 11, 2024 (CEST) at the following address (the use of one of the following communication channels is sufficient)

JENOPTIK AG

c/o Computershare Operations Center 80249 Munich

Germany

Email:anmeldestelle@computershare.de

or electronically using the password-protected shareholder portal accessible at

www.jenoptik.com/investors/annual-general-meeting

Registration must be made in German or English in text form (§126b of the German Civil Code (BGB)). To register electronically via the password-protected shareholder portal at www.jenoptik.com/investors/annual-general-meeting,you require personal access data consisting of your shareholder number and the access password associated with it. Your personal access data can be found in the Annual General Meeting documents sent to you. Shareholders

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who have already registered on the shareholder portal can access it using the access password they selected during registration. The shareholder portal is due to be available from May 7, 2024.

Shareholders who are not entered in the share register until after the beginning of May 28, 2024 will not receive an invitation and therefore no access data for the shareholder portal without request in accordance with the statutory provisions. They can, however, request the invitation with the access data through one of the channels mentioned in this section II. 2.

Shareholders who order an admission ticket to attend the Annual General Meeting via the shareholder portal have the option of printing out their admission ticket themselves or having it sent to them by email or regular mail. Unlike registration for the Annual General Meeting, the admission ticket is not a prerequisite for participation but merely serves to simplify admission controls at the venue of the Annual General Meeting.

There are special rules governing use of the shareholder portal for registrations made by inter- mediaries, shareholder associations, voting rights advisors, or equivalent natural or legal entities pursuant to §135(8) AktG.

Intermediaries, shareholder associations, voting rights advisors, or other equivalent natural or legal entities pursuant to §135(8) AktG can only exercise voting rights for shares that they do not hold but for which they are entered as the holders in the share register on the basis of the share- holder's authorization.

Further instructions on the registration process can be found on the registration form provided with the invitation letter and at the website www.jenoptik.com/investors/annual-general-meeting.

Free availability of shares, re-registration stop

Following registration for the Annual General Meeting, shareholders are still entitled to dispose of their shares. The key determinant for participation and the scope of voting rights and other exercisable shareholder rights are the shares entered in the share register on the day of the Annual General Meeting. Please note that, for technical reasons, a re-registration stop (technical record date) will apply with effect from 24:00 hours on June 11, 2024 (CEST), during which no entries or deletions in the share register can be made. This means that requests for re-registration in the share register received by the company after the end of the last registration day, i.e., between 00:00 hours on June 12, 2024 (CEST) and the end of June 18, 2024, cannot be processed and considered until after the Annual General Meeting on June 18, 2024.

3. Transmission of the Annual General Meeting on the Internet

The call to order of the Annual General Meeting by the chairman of the meeting and the speeches given by the members of the Executive Board will be broadcast via a live stream at 11:00 hours (CEST) on the day of the Annual General Meeting to the public at large, with no restrictions on access, at www.jenoptik.com/investors/annual-general-meeting;a video record- ing of these parts of the Annual General Meeting will be available at the same Internet address following the end of the Annual General Meeting. Please note, however, that the remainder of the Annual General Meeting will not be broadcast on the Internet. However, shareholders or their proxies who are not present at the meeting venue can continue to follow the Annual General Meeting on the shareholder portal. The live transmission of the Annual General Meeting does

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not enable participation in the Annual General Meeting within the meaning of §118(1)(2) AktG. The company does not guarantee that the transmissions on the Internet or the shareholder portal will be technically undisturbed.

4. Voting options

Properly registered shareholders may exercise their voting rights themselves or through an authorized proxy, through proxies appointed by the company who exercise non-discretionary voting rights, or by means of a postal vote.

1. Voting by postal vote
   Shareholders or their proxies may exercise their voting rights in writing or by way of electronic communication with a postal vote. In this case, timely registration in accordance with the pro- visions set out in section II. 2 is required. The shareholder portal set out in section II. 2 or the form enclosed with the registration documents can be used for a postal vote. A proxy form may also be requested from the company and is available to download on the company's website at www.jenoptik.com/investors/annual-general-meeting.
   Votes cast by postal vote and any change or revocation of postal votes already cast must have been received by the company through June 17, 2024, 24:00 hours (CEST) (time of receipt) via one of the transmission channels listed below:

JENOPTIK AG

c/o Computershare Operations Center 80249 Munich

Germany

Email:anmeldestelle@computershare.de

Postal votes can still be submitted, changed, or revoked via the shareholder portal on June 18, 2024 until the start of voting at the meeting venue. The chairman of the meeting will announce this date in good time at the meeting.

1. Voting through proxy representatives appointed by the company for non-discretionary exercise of voting rights
   We offer our shareholders the opportunity to be represented at the Annual General Meeting by employees of the company, exercising their voting rights according to their instructions as proxy representatives appointed by the company. In this case, too, timely registration in accordance with the provisions set out in section II. 2 above is required. The authorization issued to the proxy representatives appointed by the company must contain instructions relating to the exercise of voting rights. The proxies are obliged to vote in line with these instructions. If there is no clear instruction, the proxies will abstain from voting on the relevant matter.
   Authorizations and instructions issued to proxy representatives appointed by the company must also be transmitted to the company in text form (§126b BGB); the shareholder portal set out in section II. 2 above or the proxy form sent together with the registration documents can be used

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for this purpose. The proxy form may also be requested from the company and is available to download on the company's website at www.jenoptik.com/investors/annual-general-meeting.

The completed proxy authorization with instructions for the proxy representative appointed by the company, amendments, or revocations must be received by the company at the address or email address stated in section II. 4 a) by no later than 24:00 hours on June 17, 2024 (CEST).

A proxy with instructions to the proxies can still be submitted, amended, or revoked via the shareholder portal on June 18, 2024 until the start of voting at the meeting venue. The chairman of the meeting will announce this date in good time at the meeting.

The option to authorize a proxy representative appointed by the company on site on the day of the Annual General Meeting remains unaffected.

Please note that the proxy representatives appointed by the company cannot accept instructions to submit motions, requests to speak, requests to raise questions, or requests to lodge objections either prior to or during the Annual General Meeting.

1. Voting through an authorized proxy
   Shareholders may also exercise their voting rights through a proxy, e.g., an intermediary, a shareholder association, a voting rights advisor, or another third party. In this case, too, timely registration in accordance with the provisions set out in section II. 2 above is required.
   Any issue of a proxy, its revocation, and proof of authorization must be submitted to the com- pany in text form (§126b BGB). There may be special rules for intermediaries, shareholder associ- ations, voting rights advisors pursuant to §134a AktG, or other persons, institutions, or compa- nies pursuant to §135(8) AktG; in this case, shareholders are asked to consult with their proxies regarding any specific form of proxy they may require. If a shareholder nominates more than one person, the company may reject one or more of them.
   Proxies can be granted electronically via the shareholder portal. In addition, a proxy form is trans- mitted to shareholders with the registration documents. A proxy form may also be requested from the company and is available to download on the company's website at www.jenoptik.com/investors/annual-general-meeting.Shareholders who wish to nominate a proxy are asked to use the form provided by the company for the purpose of granting the proxy. Proxy authorization is also possible in any other correct manner.
   The proxy may be issued to either the proxy or the company. If the proxy is granted by declara- tion to the company (e.g., using the shareholder portal or the proxy form provided by the com- pany), no separate proof of the authorization is necessary. Transmitted proxy authorizations must clearly identify a registered shareholder; the proxy must therefore state the name and address of the shareholder, or the shareholder number.
   The completed proxy authorization and any amendments or revocations must be received by the company at the address or email address set out in section II. 4 a) above by 24:00 hours on June 17, 2024 (CEST) at the latest.

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Via the shareholder portal, a proxy can still be issued, amended, or revoked to a third party on June 18, 2024 until the start of voting at the place of the meeting. The chairman of the meeting will announce this date in good time at the meeting.

The option to authorize an intermediary, a shareholder association, a proxy advisor, a proxy representative appointed by the company, or another third party on the day of the Annual General Meeting on site remains unaffected.

1. Order of handling submitted postal votes, proxies, and instructions; further information on voting
   If declarations with more than one form of voting right exercise are received by the company at the same time through the same channel, postal votes shall have priority over any authorizations and instructions to a proxy representative appointed by the company and the latter shall have priority over any authorizations and instructions to a third party as well as to intermediaries, shareholder associations, voting rights advisors pursuant to §134a AktG or other persons, institu- tions, or companies equivalent to these pursuant to §135(8) AktG. If voting rights are exercised in a timely manner through several channels (by mail, by email, via the shareholder portal, or pur- suant to §67c(1) and (2)(3) AktG in conjunction with Articles 2(1) and (3), and Articles 8, 9(4) of the Implementing Regulation (EU) 2018/1212), they will be considered in the following order, regard- less of the time of receipt: 1. Electronically via the shareholder portal, 2. pursuant to §67c(1) and (2)(3) AktG in conjunction with Article 2(1), (3) and Articles 8, 9(4) of Implementing Regulation (EU) 2018/1212; 3. By email, 4. By letter. The same applies to a change of or a revocation of a declaration.
   If an intermediary, a shareholder association, a voting rights advisor pursuant to §134a AktG, or a person or institution or company equivalent to these pursuant to §135(8) AktG are not prepared to represent the company, the proxy representatives appointed by the company shall be autho- rized to represent the company in accordance with the shareholders' instructions unless an explicit differing declaration is made.
   Votes cast by postal vote or proxies and, if applicable, instructions relating to agenda item 2 (Appropriation of Accumulated Profits) shall remain valid even if the proposal on the appropria- tion of profits is amended as a result of a change in the number of dividend-bearing shares.
   If an individual vote is held on an agenda item instead of a collective vote, the postal vote cast or instruction given to the proxy representatives appointed by the company on this agenda item shall apply accordingly to each item of the individual vote.
   If only an informal response is received, it will be counted as a postal vote. Double markings in the case of instructions will result in their invalidity.
   Shareholders may attend the Annual General Meeting in person, even if they use a postal vote, issue proxy a authorization and instructions to a proxy appointed by the company, or if they issue proxy authorization to a third party. In the event of personal attendance as a shareholder, any proxies, instructions to proxies, or votes cast previously by postal vote will be disregarded.

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