Lufthansa : Explanations on the rights of the shareholders pursuant to § 122 (2), § 126 (1) and (4), § 127, § 130a und § 131 (1), § 118a (1) sentence 2 no. 8 in conjunction with § 245 of the German Stock Corporation Act (AktG)

Lufthansa Annual General Meeting 2024

Explanatory Notes on the Rights of Shareholders under § 122 (2), § 126 (1) und (4), § 127,

• 130a and § 131 (1), § 118a (1) sentence 2 No. 8 of the German Stock Corporation Act (AktG) in conjunction with § 245 AktG.

The convocation of the Annual General Meeting contains information on the rights of shareholders pursuant to § 122 (2), § 126 (1) and (4), § 127, § 130a and 131 (1) and (1a), § 118a (1) sentence 2 No. 8 AktG in conjunction with § 245 AktG. The following information contains further explanations of these regulations. Some of the relevant legal texts are printed at the end of these notes with their status at the time of publication of the convening notice.

1. Motions for additions to the agenda at the request of a minority pursuant to § 122 par. 2 AktG

Shareholders whose combined shares amount to one-twentieth of the share capital or a pro- portionate amount of the share capital of 500,000 euros (the latter corresponds to 195,313 shares) may, pursuant to § 122 (2) AktG, request that items be added to the agenda and be published. The request must be addressed in writing to the Executive Board of the Company and must be received by the Company no later than April 6, 2024 (midnight). Each new item on the agenda must be accompanied by a statement of reasons or a draft resolution. We request that such a request be sent in writing to

Deutsche Lufthansa Aktiengesellschaft

- Executive Board -

F.A.O. Investor Relations (AGM) FRA CW

Lufthansa Aviation Center

Airportring

60546 Frankfurt

or by e-mail (adding the name of the requesting shareholder(s) with a qualified electronic signature) to

hv-service@dlh.de.

Shareholders must prove that they have held the shares for at least 90 days prior to the date of receipt of the request and that they will hold the shares until the decision of the Executive Board on the request or, if the Company does not comply with the request and the applicants seek a court decision, until the court decision. In calculating these 90 days, certain crediting options exist in accordance with § 70 AktG, to which reference is hereby expressly made. Furthermore, the provisions of § 121 (7) AktG shall apply mutatis mutandis to the calculation of the time limit.

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in case of any discrepancy or ambiguity the German version shall prevail.

Additions to the agenda which are to be announced - insofar as they have not already been announced with the convening notice - shall be published in the Federal Gazette without delay after receipt of the request, including the name and place of residence or registered office of the applicants. They will also be published on the internet at www.lufthansa- group.com/agm and communicated to the shareholders.

The provisions of the AktG in the relevant version on which this shareholder right is based are as follows:

§ 122 AktG Convening at the request of a minority

(1) 1The Annual General Meeting shall be convened if shareholders whose combined shareholdings amount to one-twentieth of the capital stock request such a meeting in writing, stating the purpose and the reasons; the request shall be addressed to the Executive Board. 2The Articles of Association may make the right to request the convening of the General Stockholders' Meeting subject to a different form and to the holding of a lower proportion of the capital stock. 3The applicants must prove that they have held the shares for at least 90 days prior to the date of receipt of the request and that they will hold the shares until the Executive Board has decided on the request. 4§ 121 (7) AktG shall apply mutatis mutandis.

(2) 1In the same way, shareholders whose shares together amount to one-twentieth of the capital stock or the pro rata amount of 500,000 euros may request that items be placed on the agenda and published. 2Each new item must be accompanied by a statement of reasons or a draft resolution. 3The request within the meaning of sentence 1 must be received by the Company at least 24 days, in the case of listed companies at least 30 days, before the meeting; the day of receipt shall not be counted.

(3) 1If the request is not complied with, the court may authorize the shareholders who made the request to convene the shareholders' meeting or to make the matter known. 2At the same time, the court may appoint the chairman of the meeting. 3Reference must be made to the authorization when the meeting is convened or announced. 4An appeal against the decision shall be admissible. 5The applicants must prove that they will hold the shares until the court's decision.

1. The Company shall bear the costs of the Annual General Meeting and, in the case of par- agraph 3, also the court costs if the court has granted the application.

§ 70 AktG Calculation of the shareholding period

1If the exercise of rights arising from the share is dependent on the shareholder having been the holder of the share for a certain period of time, a claim for transfer of ownership against a credit institution, a financial services institution, a securities institution or an enterprise operating in accordance with § 53 (1) sentence 1 or § 53b (1) sentence 1 or (7) of the German Banking Act shall be deemed equivalent to ownership. 2The period of ownership of a predecessor in title shall be attributed to the shareholder if he acquired the share free of charge,

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in case of any discrepancy or ambiguity the German version shall prevail.

from his trustee, as universal successor, in the event of the dissolution of a community or in the event of a portfolio transfer pursuant to § 13 of the German Insurance Supervision Act or

• 14 of the German Building Societies Act.
• 121 AktG General (excerpt)

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(4)1 Notice of the meeting shall be published in the Company's official gazettes. 2If the shareholders of the Company are known by name, the General Meeting may be convened by registered letter unless the Articles of Association provide otherwise; the day of dispatch shall be deemed the day of publication. 3Notification to those entered in the share register shall suffice.

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(7) 1In the case of deadlines and dates calculated back from the meeting, the day of the meeting shall not be counted. 2A transfer from a Sunday, a Saturday or a public holiday to a preceding or following working day shall not be considered. 3§§187 to 193 of the German Civil Code shall not apply mutatis mutandis. 4In the case of unlisted companies, the Articles of Association may stipulate a different calculation of the deadline.

• 124 AktG Announcement of Requests for Supplements; Proposals for Resolutions (Ex- cerpt)

(1) 1If the minority has requested in accordance with § 122 (2) that items be placed on the agenda, such items shall be announced either at the time the meeting is convened or otherwise immediately upon receipt of the request. 2§ 121 (4) shall apply mutatis mutandis; in addition, in the case of listed companies, § 121 (4a) shall apply mutatis mutandis. 3Publication and delivery shall be effected in the same way as for the convening of the meeting.

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§ 124a AktG Publications on the Company's website

1In the case of listed companies, such documents must be available on the Company's website as soon as the Annual General Meeting has been convened:

1. the content of the convocation;
2. an explanation if no resolution is to be adopted on an item on the agenda;
3. the documents to be made available to the meeting;

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in case of any discrepancy or ambiguity the German version shall prevail.

1. the total number of shares and voting rights at the time of convening, including sep- arate information on the total number for each class of shares;
2. if applicable, the forms to be used when voting by proxy or voting by absentee ballot, unless these forms are sent directly to the shareholders.

2A request from shareholders within the meaning of § 122 (2) received by the Company after the meeting has been convened shall be made available in the same manner immediately after its receipt by the Company.

§ 125 AktG Notifications for shareholders and to members of the Supervisory Board

(1)1 The board of directors of a company that has not issued exclusively registered shares shall give notice of the convening of the shareholders' meeting at least 21 days before the same as follows:

1. the intermediaries holding shares in the Company in custody,
2. the shareholders and intermediaries who requested the notification, and
3. the associations of shareholders who have requested notification or who exercised voting rights at the last Annual General Meeting.

2The day of notification shall not be counted. 3If the agenda is to be amended in accordance with § 122 (2), the amended agenda shall be notified in the case of listed companies. 4The notification shall refer to the possibility of exercising voting rights by proxy, including by an association of shareholders. 5In the case of listed companies, a proposal for the election of Supervisory Board members shall be accompanied by information on their membership of other statutory supervisory boards; information on their membership of comparable domestic and foreign supervisory bodies of business enterprises shall be en- closed.

1. The same notification shall be made by the management board of a company that has issued registered shares to those registered in the share register at the beginning of the 21st day prior to the shareholders' meeting, as well as to shareholders and intermediaries who have requested the notification, and to associations of shareholders who have re- quested the notification or who have exercised voting rights at the last shareholders' meeting.
2. Each member of the Supervisory Board may request that the Executive Board send him the same notifications.
3. Upon request, each member of the Supervisory Board and each shareholder shall be in- formed of the resolutions adopted at the Annual General Meeting.
4. 1The requirements of the Implementing Regulation (EU) 2018/1212 shall apply to the

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in case of any discrepancy or ambiguity the German version shall prevail.

content and format of a minimum content of information in the notifications pursuant to paragraph 1 sentence 1 and paragraph 2.2 § 67a (2) sentence 1 shall apply mutatis mu- tandis to paragraphs 1 and 2. 3In the case of listed companies, intermediaries holding shares in the company in custody shall be obliged to forward and transmit the information pursuant to paragraphs 1 and 2 in accordance with §§ 67a and 67b, unless the intermediary is aware that the shareholder is receiving it from another source. 4The same shall apply to unlisted companies, subject to the proviso that the provisions of Implementing Regulation (EU) 2018/1212 shall not apply.

2. Motions and nominations by shareholders pursuant to § 126 (1), § 127 AktG

Shareholders may submit to the Company by no later than April 22, 2024 (midnight) (received) motions stating their names against a proposal by the Executive Board and/or Supervisory Board on a specific agenda item in accordance with § 126 (1) AktG and proposals for the election of Supervisory Board members or auditors in accordance with § 127 AktG, stating their names. Proposals for election by shareholders need not be substantiated. These motions and/or election proposals by shareholders are to be sent exclusively to one of the following addresses:

Motions and/or election proposals addressed otherwise will not be considered. Motions and/or election proposals from shareholders that are to be made accessible will be made accessible without undue delay after their receipt at the internet address http://www.lufthansa- group.com/agm, including the name and place of residence or registered office of the appli- cants. Election proposals from shareholders need not be made accessible if the proposal does not contain the following information: Name, occupation, place of residence of the person proposed for election and - in the case of proposals for the election of Supervisory Board members - the information pursuant to Art. 125 par. 1 sentence 5 AktG. Any comments by the management will also be made available at the aforementioned internet address.

The Company is entitled to refrain from publishing a countermotion and its substantiation under the conditions set out in § 126 (2) and (3) AktG. In particular, the statement of grounds for a countermotion need not be made available if it exceeds 5,000 characters in total.

Motions or nominations by shareholders which are to be made accessible pursuant to § 126 AktG or § 127 AktG are deemed to have been made at the time of publication pursuant to

• 126 (4) AktG. Voting rights on such motions may be exercised after timely registration by the means described in the notice convening the Annual General Meeting. If the shareholder submitting the motion or the nomination is not duly authorized and/or has not registered for

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in case of any discrepancy or ambiguity the German version shall prevail.

the Annual General Meeting, the motion or nomination need not be discussed at the Annual General Meeting.

The provisions of the AktG on which these shareholder rights are based, as amended, are as follows (§ 125 (1) sentence 5 AktG is already printed above in the explanations to "Motions for additions to the agenda"):

• 126 AktG Shareholder motions

1. 1Shareholder motions, including the name of the shareholder, the grounds and any state- ment by the management, shall be made available to the entitled persons referred to in Section 125 (1) to (3) under the conditions set out therein if the shareholder has sent a counter-motion to a proposal by the Executive Board and Supervisory Board on a specific agenda item, together with the grounds, to the address notified for this purpose in the notice convening the meeting at least 14 days before the meeting of the Company. 2The day of receipt shall not be counted. 3In the case of listed companies, such access shall be made available on the Company's website. 4§ 125 (3) shall apply mutatis mutandis.
2. 1A countermotion and its substantiation need not be made accessible,

1. to the extent that making it accessible would render the Executive Board liable to prose- cution,
2. if the countermotion would lead to a resolution of the Annual General Meeting that would be contrary to law or the Articles of Association,
3. if the statement of reasons contains obviously false or misleading information in essential points or if it contains insults,
4. if a countermotion of the shareholder based on the same facts has already been made available to a shareholders' meeting of the Company pursuant to § 125,
5. if the same countermotion of the shareholder with substantially the same substantiation has already been made available to at least two shareholders' meetings of the Company pursuant to § 125 in the last five years and less than one-twentieth of the share capital represented voted in favor of it at the shareholders' meeting,
6. if the shareholder indicates that he will not attend the General Meeting and will not be represented, or
7. if the shareholder has failed to make or cause to be made a countermotion communicated by him at two General Meetings in the last two years.

2The justification need not be made available if it exceeds 5,000 characters in total.

1. If several shareholders submit countermotions on the same subject matter of the resolution, the Executive Board may combine the countermotions and their statements of grounds.
2. 1In the case of a virtual Annual General Meeting, motions which are to be made accessible in accordance with paragraphs 1 to 3 shall be deemed to have been submitted at the time they are made accessible. 2The Company shall enable the voting right on these motions to be exercised as soon as the shareholders can prove that they meet the legal requirements or the requirements of the Articles of Association for exercising their voting right. 3If the

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in case of any discrepancy or ambiguity the German version shall prevail.

shareholder who has submitted the motion is not duly authorized and, if registration is re- quired, has not duly registered for the Annual General Meeting, the motion need not be dealt with at the meeting.

§ 127 AktG Election proposals by shareholders

1§ 126 shall apply mutatis mutandis to the proposal of a shareholder for the election of Supervisory Board members or auditors. 2The nomination need not be substantiated. 3The Executive Board need not make the nomination available even if the nomination does not contain the information required by § 124 (3) sentence 4 and § 125 (1) sentence 5. 4The Board of Management shall provide the following information on a shareholder's proposal for the election of Supervisory Board members of listed companies to which the German Codetermination Act, the German Coal and Steel Codetermination Act or the German Codetermination Amendment Act applies:

1. reference to the requirements of § 96 paragraph 2,
2. indication whether the total fulfillment according to § 96 paragraph 2 sentence 3 has been objected to and
3. specify how many of the seats on the Supervisory Board must be occupied at least by women and men respectively in order to comply with the minimum proportion requirement pursuant to § 96 (2) sentence 1.

§ 96 AktG Composition of the Supervisory Board (excerpt)

[…]

(2) 1In the case of listed companies to which the Codetermination Act, the Coal and Steel Codetermination Act or the Codetermination Supplementary Act applies, the Supervisory Board shall be composed of at least 30 percent women and at least 30 percent men. 2The minimum proportion must be met by the Supervisory Board as a whole. 3If, on the basis of a resolution adopted by majority vote prior to the election, the shareholder or employee representative side objects to the overall fulfillment vis-à-vis the Chairman of the Supervisory Board, the minimum proportion for this election shall be fulfilled separately by the shareholder side and the employee side. 4In all cases, the number of votes must be rounded up or down mathematically to the nearest whole number. 5If, in the case of overall fulfillment, the higher proportion of women on one side is subsequently reduced and now contradicts the overall fulfillment, this shall not invalidate the appointment on the other side. 6An election of members of the Supervisory Board by the Annual General Meeting and a delegation to the Supervisory Board in violation of the minimum proportion requirement is void. 7If an election is declared void for other reasons, elections held in the meantime do not violate the minimum shareholding requirement in this respect. 8The laws on co-determination referred to in sentence 1 shall apply to the election of employee representatives to the Supervisory Board.

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in case of any discrepancy or ambiguity the German version shall prevail.

• 124 AktG Announcement of Requests for Supplements; Proposals for Resolutions (ex- cerpt)

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(2) 1For each item on the agenda on which the Annual General Meeting is to pass a resolution, the Board of Management and the Supervisory Board, for the passing of resolutions pursuant to § 120a (1) sentence 1 and for the election of Supervisory Board members and auditors only the Supervisory Board, shall make proposals for the passing of resolutions in the announcement. 2In the case of companies which are public interest entities pursuant to § 316a sentence 2 of the German Commercial Code, the Supervisory Board's proposal for the election of the auditor shall be based on the recommendation of the Audit Com- mittee. 3Sentence 1 shall not apply if the Annual General Meeting is bound by election proposals in the election of Supervisory Board members in accordance with § 6 of the German Co-Determination Act or if the subject of the resolution has been placed on the agenda at the request of a minority. 4The proposal for the election of Supervisory Board members or auditors shall state their names, occupation and place of residence. 5If the Supervisory Board is also to consist of Supervisory Board members representing the em- ployees, resolutions of the Supervisory Board on proposals for the election of Supervisory Board members shall require only a majority of the votes of the Supervisory Board members representing the shareholders; § 8 of the Coal, Iron and Steel Codetermination Act shall remain unaffected.

[…]

3. Submission of comments

Duly registered shareholders may submit comments on agenda items by electronic communi- cation prior to the Annual General Meeting. Such comments must be in text form and sent exclusively by e-mail to the following address:

hv-service@dlh.de

Comments must be received at the above address no later than May 1, 2024 (midnight) and should be limited to a reasonable size to allow the other shareholders to properly review the comments.

Comments to be made accessible, including the name and place of residence or registered office of the submitter, will be published in the online service for duly registered shareholders and their representatives by no later than May 2, 2024 (midnight). Any comments by the ad- ministration will also be published in the online service. Questions, motions, election proposals and objections to resolutions of the Annual General Meeting contained in a statement will not be considered. These are to be submitted or made or declared exclusively by the means spec- ified separately in this notice of the Annual General Meeting.

The Company reserves the right in particular not to publish statements with insulting, discrim- inatory or criminally relevant or obviously false or misleading content, as well as those without

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in case of any discrepancy or ambiguity the German version shall prevail.

any reference to the agenda or in a language other than German.

The provisions of the AktG in the relevant version on which this shareholder right is based are as follows:

§ 130a Right to comment and speak at virtual shareholders' meetings (excerpt)

(1) 1In the case of virtual Annual General Meetings, shareholders shall have the right to submit comments on the items on the agenda prior to the meeting by means of electronic communication using the address provided for this purpose in the notice convening the meeting. 2The right may be restricted to shareholders who have duly registered for the meeting. 3The scope of the comments may be appropriately limited in the notice convening the meeting.

1. Comments must be submitted no later than five days before the meeting.
2. 1The comments submitted shall be made available to all shareholders no later than four days before the meeting. 2Publication may be restricted to shareholders who have duly registered for the meeting. 3In the case of listed companies, the statements shall be made available on the company's website; in the case of sentence 2, they may also be made available on the website of a third party. 4 § 126 (2) sentence 1 numbers 1, 3 and 6 shall apply mutatis mutandis.
3. § 121 (7) shall apply to the calculation of the time limits specified in paragraphs 2 and 3 sentence 1.

[…]

4. Shareholders' right to demand information by means of electronic communication

At the Annual General Meeting, shareholders or shareholder representatives may, in accordance with § 131 (1) AktG, request information from the Executive Board on the Company's affairs, the Company's legal and business relations with affiliated companies, and the situation of the Group and the companies included in the consolidated financial statements, insofar as the information is necessary for the proper assessment of an item on the agenda and there is no right to withhold information. The rights to withhold information are listed in Section 131

(3) AktG.

Every shareholder who has joined the Annual General Meeting electronically has the right to ask follow-up questions at the Annual General Meeting by means of electronic communication in accordance with Section 131 (1d) AktG on all answers given by the Management Board.

By order of the chairman of the meeting, the right to information pursuant to Section 131 (1) AktG and the right to ask follow-up questions pursuant to Section 131 (1d) AktG may be exercised at the Annual General Meeting exclusively by means of video communication via the online service. No other submission of (follow-up) questions by means of electronic or other communication is provided for during the Annual General Meeting.

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in case of any discrepancy or ambiguity the German version shall prevail.

Pursuant to Section 131 (4) sentence 1 AktG, information provided to shareholders outside the Annual General Meeting must be provided to any other shareholder at their request during the Annual General Meeting, even if it is not necessary for a proper assessment of the agenda item. It should be noted that in the context of the virtual Annual General Meeting, such a request can only be submitted by shareholders connected electronically to the Annual General Meeting by means of electronic communication via the online service.

Shareholders who are denied information may request that their question and the reason for which the information was denied be included in the minutes of the Annual General Meeting. It should be noted that in the context of the virtual Annual General Meeting, such a request can only be submitted by shareholders connected electronically to the Annual General Meeting by means of electronic communication via the online service.

The provisions of the (AktG) in the relevant version on which these shareholder rights are based are as follows:

§ 131 Shareholders' right to information (excerpt)

(1) 1Any shareholder shall, upon request, be provided with information at the Annual General Meeting by the Executive Board on the Company's affairs to the extent that such information is necessary for a proper evaluation of the item on the agenda. 2The duty to provide information shall also extend to the legal and business relations of the Company with an affiliated company. 3If a company makes use of the simplified procedure pursuant to § 266 (1) sentence 3, § 276 or § 288 of the German Commercial Code, each shareholder may demand that the annual financial statements be presented to him at the Annual General Meeting on the annual financial statements in the form in which they would have been presented without such simplified procedure. 4The duty of the management board of a parent company (§ 290 (1), (2) of the German Commercial Code) to provide information at the shareholders' meeting to which the consolidated financial statements and the group management report are submitted shall also extend to the situation of the Group and the companies included in the consolidated financial statements.

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(1b) 1The scope of the submission of questions may be appropriately restricted in the notice convening the meeting. 2The right to submit questions may be restricted to shareholders who have duly registered for the meeting.

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(1d) Each stockholder participating in the general meeting by electronic means is to be granted a right, by way of electronic communication, to ask follow-up questions regarding all of the answers provided by the management board before the meeting and while it is ongoing. Subsection (2) sentence 2 applies also to the right to ask follow-up questions.

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in case of any discrepancy or ambiguity the German version shall prevail.