KHD Humboldt Wedag International : AG AGM2024 Invitation

KHD Humboldt Wedag International AG

Cologne

- ISIN DE0006578008 -

INVITATION TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

We invite the shareholders of our company to the Annual General Meeting of shareholders on Friday, May 24, 2024, at 10:00 a.m. CEST at our premises at Von-der-Wettern-Straße 4a in 51149 Cologne, Germany.

1. AGENDA
2. 1. Presentation of the adopted annual financial statements, the approved annual financial statements of the Group, the combined management report of the Company, the report of the Supervisory Board and the explanatory report of the Management Board on information pursuant to Section 289a and Section 315a of the German Commercial Code (HGB) for the 2023 Financial Year

   The Supervisory Board has already approved the annual financial statements for the 2023 Financial Year of the Company and of the Group. According to Section 172 of the German Stock Corporation Act (AktG), the annual financial statements have thus been adopted. According to the statutory provisions, no resolution shall be passed on this agenda item.

   1. Resolution on granting discharge to the members of the Management Board

   The Management Board and the Supervisory Board propose to grant discharge to the members of the Management Board for the 2023 financial year.

   1. Resolution on granting discharge to the members of the Supervisory Board

   The Management Board and the Supervisory Board propose to grant discharge to the members of the Supervisory Board for the 2023 financial year.

1. Appointment of an auditor for the Company and the Group
   The Supervisory Board proposes to appoint EY GmbH & Co. KG Wirtschaftsprüfungs- gesellschaft, Cologne, as the auditor of the Company and the Group and as the auditors (limited assurance) of the sustainability report within the meaning of the CSRD for the 2024 financial year.
2. Approval of the compensation report for the 2023 financial year
   The Management Board and the Supervisory Board have prepared the compensation report in accordance with Section 162 AktG for the 2023 financial year. The remuneration report was audited by the auditor, EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, pursuant to Section 162 para. 3 AktG.
   The Management Board and the Supervisory Board propose that the compensation report for the 2023 financial year, prepared and audited in accordance with Section 162 AktG, be approved pursuant to Section 120a para. 4 AktG.
   The compensation report, including the report on its audit by the auditor, is printed after the agenda under II. and is available on our website at https://www.khd.com/compensation-reports.
3. Resolution on an amendment to the provisions of the Articles of Association regarding the prerequisite for participation in the Annual General Meeting
   As a result of the German Act on the Financing of Future-Proof Investments (Zukunftsfinanzierungsgesetz - ZuFinG), which came into force in December 2023, Section 123 para. 4 Sentence 2 AktG was amended to the effect that, in the case of bearer shares in listed companies, proof of shareholding for the right to participate in the General Meeting pursuant to Section 67c para. 3 AktG must now refer to the close of business on the twenty-second day before the General Meeting and no longer, as previously, to the beginning of the twenty-first day before the General Meeting. In order to harmonize with the amended wording of the law, it is necessary to amend Section 16 (4) of the Articles of Association. Notwithstanding the fact that the intended amendment to the Articles of Association will not take effect until it is entered in the commercial register, the new regulation will already apply to this year's Annual General Meeting, as the mandatory statutory regulation takes precedence over the Articles of Association.
   The Management Board and Supervisory Board therefore propose that the following resolution be adopted:

2

In Section 16 (4) Sentence 2 of the Articles of Association, the words "beginning of the twenty- first" shall be replaced by the words "close of business on the twenty-second". In its amended version, Section 16 (4) of the Articles of Association then reads as follows:

"(4) The shareholding must be evidenced by a proof of the ultimate intermediary in text form in the German or English language; a proof of the shareholding by the ultimate intermediary in accordance with the requirements of Section 67c para. 3 AktG shall be sufficient. The special proof of shareholding shall refer to the close of business on the twenty-second day prior to the General Meeting ("record date") and must be received by the Company at the address specified for this purpose in the convening notice at least six days prior to the General Meeting. The convening notice may provide for a shorter period, to be measured in days."

3

1. COMPENSATION REPORT (AGENDA ITEM 5)

COMPENSATION REPORT OF KHD HUMBOLDT WEDAG INTERNATIONAL AG FOR THE 2023 FINANCIAL YEAR

This compensation report of KHD Humboldt Wedag International AG ("KHD AG") describes the compensation granted and owed individually to current and former members of the Management Board and Supervisory Board in the 2023 financial year. In this context, the report explains in detail and on an individualized basis the structure and amount of the individual components of Management Board and Supervisory Board compensation.

The compensation report was prepared jointly by the Management Board and the Supervisory Board and complies with the requirements of Section 162 of the German Stock Corporation Act ("AktG"). For KHD AG, a transparent and comprehensible presentation of Management Board and Supervisory Board compensation is an element of good corporate governance. This compensation report will be submitted for approval to the Annual General Meeting on May 24, 2024.

4

Approval of the compensation report for the previous financial year 2022

The compensation report for the 2022 financial year prepared by the Management Board and Supervisory Board of KHD AG in accordance with the requirements of Section 162 AktG was approved by the Annual General Meeting on May 12, 2023 in accordance with Section 120a (4) AktG with a result of 99.92%.

The compensation report for the financial year 2022, including the independent auditor's report on the audit pursuant to Section162 (3) AktG, was made publicly available on the Company's website at www.khd.com/ir/news-reports/#compensation-reports.

Composition of the Management Board and the Supervisory Board

In the 2023 financial year, the Management Board of KHD AG was composed of the following members:

• Mr. Jianlong Shen - Chief Executive Officer (CEO)
• Mr. Jürgen Luckas - Chief Financial Officer (CFO)
• Mr. Dr. Matthias Jochem - Chief Operating Officer (COO)
• Mr. Matthias Mersmann - Chief Technology Officer (CTO)
• Mr. Tao Xing - Executive Vice President (until November 30, 2023)

In the 2023 financial year, the Supervisory Board of KHD AG consisted of the following four members:

• Mr. Jiayan Gong - Chairman
• Mr. Gerhard Beinhauer - Vice Chairman
• Mr. Xiaodong Wu
• Mr. Jingnan Yang

1. COMPENSATION OF THE MEMBERS OF THE MANAGEMENT BOARD OF KHD HUMBOLDT WEDAG INTERNATIONAL AG

a) Compensation System for the Management Board

The compensation of the Management Board members of KHD AG for the 2023 financial year described below is based on the compensation system in place since January 1, 2021. It complies with the requirements of Section 87a AktG introduced by the ARUG II and largely complies with the recommendations of the German Corporate Governance Code as amended on April 28, 2022 (hereinafter "GCGC"). The compensation system was presented to the Annual General Meeting on May 20, 2021 for the first-time adoption in accordance with Section 120a AktG; it was approved by a majority of 99.64%. A full description of the Management Board compensation system is publicly available as part of the invitation to the Annual General Meeting held in the 2021 financial year at www.khd.com/ir/annual-general-meeting/#2021.

5

The compensation system was applied in the 2023 financial year to all active Management Board members who have a Management Service Agreement. In accordance with Section 120a (1) Sentence 1 AktG, the Annual General Meeting has to resolve on the approval of each significant change to the compensation system, but at least every four years. The compensation system will therefore have to be approved again at the latest at the Annual General Meeting in 2025.

The Management Board member Dr. Matthias Jochem does not have a Management Service Agreement and does not receive Management Board compensation. In the 2019 financial year, KHD entered into a consulting agreement (last amended on September 22, 2023) with 4-stream consulting GmbH, Roetgen, a company that is considered a related party with regard to Dr. Jochem. In accordance with this contractual agreement, KHD AG recognizes the remuneration for the consulting services rendered as other operating expenses.

1. Principles of the Compensation System

The compensation system for members of the Management Board of KHD AG makes an important contribution to promoting the business strategy. By the structure of the compensation system, the members of the Management Board are motivated to achieve key strategic Group objectives, in particular increasing the value of the Group and improving the market position in the areas of customer orientation, technology leadership, and value creation. In determining Management Board compensation, the Supervisory Board is guided by the following principles:

• Promotion of the Group strategy

The compensation system as a whole makes a significant contribution to promoting and implementing the business strategy by defining sustainable performance criteria based on the long-term success of the Group.

• Appropriateness of compensation

The compensation of the members of the Management Board is commensurate with their duties and performance. It takes into account the complexity and the economic situation of the Group. Compared with similar companies, the compensation is in line with the market and at the same time competitive.

• Linking performance and compensation

The compensation of Management Board members is linked to their performance by making the variable compensation components dependent on the achievement of certain targets. This ensures that special performance is rewarded appropriately, while failure to meet the specified targets leads to a significant reduction in compensation.

• Focus on sustainable and long-term corporate development

The compensation of Management Board members is geared to the long-term and sustainable development of the Group. The variable compensation therefore mainly has a multi-year assessment basis.

6

• Harmonization with shareholder and stakeholder interests

The compensation system makes a key contribution to linking the interests of the Management Board with those of shareholders and other stakeholders. The majority of the variable compensation is linked to the economic success of the KHD Group.

• Consistency of the compensation system

The compensation system for the members of the Management Board is in line with the compensation for other leaders / managers in the Group, sets comparable incentives, and specifies comparable targets.

1. Components of the Compensation System

In the financial year 2023, the compensation of the members of the Management Board who have a Management Service Agreement consisted of fixed non-performance-related compensation components (1) fixed compensation and (2) fringe benefits, and variable performance-related compensation components (3) bonus for individual targets (short-term) and (4) bonus for financial targets (long-term). In addition, the Supervisory Board may grant a (5) discretionary bonus.

1. Fixed compensation Design
2. • The fixed annual salary is a fixed payment based on a full year, paid out in twelve equal monthly installments.

Reference to strategy

1. • Forms the basis for attracting and retaining the highly qualified members of the Management Board, who are required for the development and implementation of the corporate strategy.
   • Reflects the role, experience and area of responsibility of the in dividual Management Board member.
2. Fringe benefits

Design

• Provision of a company car, which may also be used privately, relocation costs and expenses for a double household for operational reasons, costs of a health check, accident insurance, as well as contributions to a private pension plan and health and long-term care insurance contributions in accordance with § 257 SGB V and § 61 SGB XI.

Reference to strategy

• The fringe benefits should be customary / competitive on the market for highly qualified members of the Management Board.

7

1. Bonus for individual targets (short-term performance bonus) / one-year variable compensation

Design

• In the respective Management Service Agreement, the Supervisory Board has defined a target amount for the bonus for individual targets for each Management Board member, which is granted if the targets are achieved by 100%.
• The target achievement corridor is between 0% and 100%, i.e. the maximum amount of the short-term incentive bonus is limited to 100% of the target amount.
• Determination of target achievement is done by the Supervisory Board after the end of each individual financial year.

Reference to strategy

1. • The performance criteria are intended to motivate the Management Board members to create value and to achieve or outperform the short-term economic targets as well as operational excellence.
   • The short-term performance bonus additionally gives the Supervisory Board the opportunity to consider individual or collective performance of the Management Board based on non-financial performance criteria and targets that are relevant for the operational implementation of the corporate strategy.
   • The short-term performance bonus is intended on the one hand to reflect the overall responsibility of the Management Board members for the Group and to promote cooperation among the business areas, and on the other hand to reflect the independent management of the respective area of responsibility. Therefore, when setting the targets and calculating the short-term performance bonus for each Management Board member, the respective business responsibility is taken into account.
2. Bonus for financial targets (long-term performance bonus) / multi-year variable compensation

Design

• In the respective Management Service Agreement, the Supervisory Board has agreed a target amount for the bonus for financial targets for each Management Board member, which is granted if the targets are achieved by 100%.
• The long-term performance bonus is determined on the basis of four fixed levels (0% / 25% / 50%/ 100%), i.e. the maximum amount of the long-term performance bonus is limited to 100% of the target amount.
• Determination of target achievement is done by the Supervisory Board at the end of the two- year assessment period.

Reference to strategy

• With regard to the financial targets, key figures of the KHD Group based on a two-year assessment period are used.

8

1. • The financial targets are closely linked to the continuous and sustainable development of the KHD Group.
   • There is congruence between shareholders' interests and expectations and Management Board compensation.
2. Discretionary bonus

Design

• Can be granted in case of special performance of a Management Board member and / or in case of corresponding special economic success of the KHD Group.
• Additional voluntary bonus (discretionary bonus) for each member of the Management Board of up to € 0.10 million per year.

Reference to strategy

• Consideration of the particular performance of the individual Management Board member, especially with regard to the long-term sustainable success of the Group, the interests of shareholders and employees, environmental and social responsibility, and the compliance culture.

In accordance with Section 87a (1) Sentence 2 No. 1 AktG, the Supervisory Board has set a maximum amount for the total of all compensation components including fringe benefits for each member of the Management Board (hereinafter "maximum compensation"). The maximum compensation is intended to avoid unreasonably high Management Board compensation. It amounts to € 0.55 million for the Chairman of the Management Board (CEO) and € 0.50 million for all other members of the Management Board. These maximum limits relate in each case to the total of all payments resulting from the compensation arrangements for a financial year.

In the event of premature termination of a Management Board member's service contract without good cause, any payments to the Management Board member to be agreed, including fringe benefits, must not exceed the value of two years' compensation (severance cap) or the value of the compensation for the remaining term of the contract. The severance payment cap is intended to prevent inappropriately high compensation in the event of premature termination of a Management Board member's service contract. The severance payment cap is calculated on the basis of the total compensation for the past financial year and, if applicable, also the expected total compensation for the current financial year. None of the Management Service Agreements of the current members of the Management Board, i.e. the Management Service Agreements of Messrs. Shen, Luckas and Mersmann, provide for benefits in the event of premature or regular termination of service.

If a member of the Management Board in his function as a member of the Management Board demonstrably and knowingly commits a gross violation of one of his duties of care within the meaning of Section 93 AktG, a material principle of the internal Code of Conduct and Code of Ethics issued by the Company, or one of his other duties under his service contract, the Supervisory Board may, at its due discretion, partially or fully reduce to zero the variable compensation that is to be granted for the

9