PNE : Agenda incl. Remuneration Report 2023

General Meeting of Shareholders PNE AG

2024

HIGH PERFORMANCE IN ANY WEATHER

2 PNE INVITATION ANNUAL GENERAL MEETING 2024

• Invitation

PNE AG

Cuxhaven

- WKN A0JBPG - / - ISIN DE 000 A0J BPG 2 -

INVITATION TO THE ANNUAL GENERAL MEETING

We hereby invite our shareholders to the Annual General Meeting, which will take place on

Thursday, May 30, 2024, 10:00 hours (CEST)

at Veranstaltungszentrum Cuxhaven,

Kugelbake-Halle,

Cuxhaven-Döse, Strandstraße 80.

AGENDA

4 PNE INVITATION ANNUAL GENERAL MEETING 2024

• Agenda

1. Presentation of the Adopted Annual Financial Statements of PNE AG as of December 31, 2023, the Approved Consolidated Financial Statements as of December 31, 2023, the Consolidated Management Report for PNE AG and the Group (including the explan- atory report in relation to the information provided pursuant to Section 289a and Section 315a of the German Commercial Code (Handelsgesetzbuch, "HGB")) as well as the Supervisory Board's Report for the 2023 Fiscal Year
   The Supervisory Board has approved the annual financial statements and the consolidated finan- cial statements, each as prepared by the Board of Management; therefore, the annual financial statements are deemed adopted pursuant to Section 172 (1) of the German Stock Corporation Act (Aktiengesetz). A resolution by the General Meeting is therefore not required.
2. Resolution on the Appropriation of the Retained Profit for the 2023 Fiscal Year
   The Board of Management and the Supervisory Board propose that the retained profit for the 2023 fiscal year disclosed in the adopted annual financial statements of PNE AG and amounting to EUR 273,129,231.11 be appropriated as follows:
   Distribution of a dividend of EUR 0.04
   for each no-par value share entitled to a dividend

In the amounts stated for the distribution of profit and the profit carried forward, the number of no- par value shares entitled to a dividend for the past fiscal year (76,336,531) at the time the proposal for the appropriation of profits is made by the Board of Management and the Supervisory Board has been taken into account. In the event that the number of the no-par value shares entitled to a dividend for the past fiscal year changes by time of the General Meeting, a resolution proposal that is adjusted accordingly and provides for an unchanged dividend of EUR 0.04 for each no-par value share entitled to a dividend and a special dividend of EUR 0.04 for each no-par value share entitled to a dividend and for a profit carried forward that is adjusted accordingly will be put to the vote in the General Meeting.

In accordance with Section 58 (4) sentence 2 of the German Stock Corporation Act, the dividend entitlement falls due for payment and will be paid on the third business day following the date of the resolution of the General Meeting, i.e., on June 3, 2024.

3. Resolution on the Ratification of the Actions of the Members of the Board of

Management for the 2023 Fiscal Year

The Board of Management and the Supervisory Board propose that the actions of each of the following members of the Board of Management, who were in office in the 2023 fiscal year, be ratified for their respective term of office during the 2023 fiscal year:

1. Markus Lesser
2. Jörg Klowat
3. Harald Wilbert

A separate vote is intended to be held on the ratification of the actions of the individual members of the Board of Management (ratification of the actions of each individual member).

4. Resolution on the Ratification of the Actions of the Members of the Supervisory

Board for the 2023 Fiscal Year

The Board of Management and the Supervisory Board propose that the actions of each of the following members of the Supervisory Board, who were in office in the 2023 fiscal year, be ratified for that period:

1. Per Hornung Pedersen
2. Christoph Oppenauer
3. Roberta Benedetti
4. Alberto Donzelli
5. Marcel Egger
6. Marc van't Noordende
7. Dr. Susanna Zapreva

A separate vote is intended to be held on the ratification of the actions of the individual members of the Supervisory Board (ratification of the actions of each individual member).

6 PNE INVITATION ANNUAL GENERAL MEETING 2024

• Agenda

1. Appointment of the Auditor for the Annual Financial Statements and the Consoli- dated Financial Statements for the 2024 Fiscal Year
   Based on the recommendation of the Audit Committee, the Supervisory Board proposes that the auditing company KPMG AG Wirtschaftsprüfungsgesellschaft, based in Bremen, be appointed as auditor for the 2024 fiscal year and group auditor for the 2024 fiscal year.
   The Audit Committee stated that its recommendation has not been improperly influenced by third parties and that no clause restricting the choice as regards the appointment of a particular statutory auditor or audit firm within the meaning of Article 16 (6) of the EU Audit Regulation has been imposed upon it.
2. Appointment of the Auditor for the Audit Review, if applicable, of Interim Financial Statements and Reports for the 2024 Fiscal Year and the First Quarter of the 2025 Fiscal Year
   Based on the recommendation of the Audit Committee, the Supervisory Board proposes that the auditing company KPMG AG Wirtschaftsprüfungsgesellschaft, based in Bremen, be appointed as auditor for any audit review of interim (condensed) financial statements and interim management reports for the 2024 fiscal year and the first quarter of the 2025 fiscal year.
   The Audit Committee stated that its recommendation has not been improperly influenced by third parties and that no clause restricting the choice as regards the appointment of a particular statutory auditor or audit firm within the meaning of Article 16 (6) of the EU Audit Regulation has been imposed upon it.
3. Resolution on the Approval of the Remuneration Report for the 2023 Fiscal Year Prepared and Audited in accordance with Section 162 of the German Stock Corpo- ration Act
   Pursuant to Section 120a (4) of the German Stock Corporation Act, the general meeting of a listed company resolves whether or not to approve the remuneration report for the past fiscal year that has been prepared and audited in accordance with Section 162 of the German Stock Corporation Act.
   The Company's Board of Management and Supervisory Board have prepared in accordance with Section 162 of the German Stock Corporation Act a report on the remuneration granted and owed to the members of the Board of Management and the Supervisory Board in the 2023 fiscal year.
   The remuneration report was reviewed in accordance with Section 162 (3) of the German Stock Corporation Act by the auditor as to whether the information to be included under Section 162 (1) and (2) of the German Stock Corporation Act has been included. The auditor's report on the audit of the remuneration report has been attached to the remuneration report.

The remuneration report for the 2023 fiscal year and the auditor's report are set out below under "Remuneration Report (agenda item 7)" at the end of the agenda.

The Board of Management and the Supervisory Board propose to approve the remuneration report for the 2023 fiscal year prepared and audited in accordance with Section 162 of the German Stock Corporation Act.

8. Resolution on the Creation of New Authorized Capital 2024 (also with the Option to exclude the Subscription Right regarding fractional amounts) and on a Corresponding Amendment of Article 5 of the Articles of Association (Amount and Division of Share Capital)

The authorization granted by the Annual General Meeting on May 31, 2017, to increase, with the approval of the Supervisory Board, the Company's share capital on one or more occasions on or before May 30, 2022, by up to a total amount of EUR 38,250,000.00 by issuing new no-par value registered shares against contributions in cash and/or in kind (Authorized Capital 2017) expired on May 30, 2022.

In order to maintain flexibility in equity financing, new authorized capital is to be resolved under agenda item 8 and the following agenda item 9. Under agenda item 8, a new Authorized Capital 2024 in the amount of up to EUR 30,000,000.00 is to be created which provides for the possibility of excluding subscription rights exclusively for fractional amounts. Under agenda item 9, an addi- tional authorized capital (Authorized Capital 2023/II) in the amount of up to EUR 7,600,000.00 is to be created which moreover provides for the possibility of excluding subscription rights under the conditions of Section 186 (3) sentence 4 of the German Stock Corporation Act and in the case of capital increases against contributions in kind.

The Board of Management and the Supervisory Board propose to resolve as follows:

1. "The Board of Management is authorized to increase, with the approval of the Supervisory
   Board, the Company's share capital on one or more occasions on or before May 29, 2029, by up to EUR 30,000,000.00 by issuing new no-par value registered shares against contri- butions in cash and/or in kind (Authorized Capital 2024). As a rule, shareholders will be granted subscription rights. The subscription right can also be granted to the shareholders indirectly in accordance with Section 186 (5) of the German Stock Corporation Act.
   The Board of Management is authorized, with the approval of the Supervisory Board, to exclude the shareholders' subscription right regarding fractional amounts which result from the subscription ratio.
   The Board of Management may avail itself of the aforementioned authorization to exclude the subscription right with the approval of the Supervisory Board in aggregate only up to

8 PNE INVITATION ANNUAL GENERAL MEETING 2024

• Agenda

such an amount that the proportionate amount of the share capital that is attributable to shares of the Company issued or sold during the term of the Authorized Capital 2024 with the exclusion of the subscription right or that relates to instruments or rights issued during the term of the Authorized Capital 2024 with the exclusion of the subscription right and which enable the subscription of shares of the Company, also from conditional capital, in aggregate does not exceed 10 % of the share capital existing at the time of the authorizations taking effect or - if this value is lower - at the time the authorization is exercised.

The Board of Management will determine the content of the rights attached to the shares and the further terms of the share issue, including the issue price, with the approval of the Supervisory Board."

1. For the creation of the new Authorized Capital 2024, article 5 (4) of the Articles of Associa- tion is restated as follows:
   "The Board of Management is authorized to increase, with the approval of the Supervisory
   Board, the Company's share capital on one or more occasions on or before May 29, 2029, by up to EUR 30,000,000.00 by issuing new no-par value registered shares against contri- butions in cash and/or in kind (Authorized Capital 2024). As a rule, shareholders will be granted subscription rights. The subscription right can also be granted to the shareholders indirectly in accordance with Section 186 (5) of the German Stock Corporation Act.
2. 1. The Board of Management is authorised, with the approval of the Supervisory Board, to exclude the shareholders' subscription right regarding fractional amounts which result from the subscription ratio.
      The Board of Management may avail itself of the aforementioned authorization to exclude the subscription right with the approval of the Supervisory Board in aggre- gate only up to such an amount that the proportionate amount of the share capital that is attributable to shares of the Company issued or sold during the term of the
      Authorised Capital 2024 with the exclusion of the subscription right or that relates to instruments or rights issued during the term of the Authorised Capital 2024 with the exclusion of the subscription right and which enable the subscription of shares of the Company, also from conditional capital, in aggregate does not exceed 10 % of the share capital existing at the time of the authorisations taking effect or - if this value is lower - at the time the authorisation is exercised.
   2. Moreover, the Board of Management is hereby authorised to determine the further details of the capital increase and its consummation with the approval of the Super- visory Board.
   3. The Supervisory Board is authorised to adjust the Articles of Association from time to time to reflect the capital increase and, if the Authorised Capital 2024 has not been used in whole by May 29, 2029, following expiry of the period of authorization."

9. Resolution on the Creation of New Authorized Capital 2024/II (also with the Option to exclude the Subscription Right) and on a Corresponding Amendment of Article 5 of the Articles of Association (Amount and Division of Share Capital)

The Board of Management and the Supervisory Board propose to resolve as follows:

1. "The Board of Management is authorized to increase, with the approval of the Supervisory
   Board, the Company's share capital on one or more occasions on or before May 29, 2029, by up to EUR 7,600,000.00 by issuing new no-par value registered shares against contributions in cash and/or in kind (Authorized Capital 2024/II). As a rule, shareholders will be granted subscription rights. The subscription right can also be granted to the shareholders indirectly in accordance with Section 186 (5) of the German Stock Corporation Act.
   The Board of Management is authorized, with the approval of the Supervisory Board, to exclude the shareholders' subscription right regarding fractional amounts which result from the subscription ratio.
   Furthermore, the Board of Management is authorized, with the approval of the Supervisory Board, to exclude the shareholders' subscription right up to an amount not exceeding 10 % of the share capital existing at the time of the authorization taking effect or - if this value is lower - at the time the authorization is exercised in order to issue the new shares against contributions in cash at an issue price that is not significantly below the stock exchange price of the Company's shares of the same class carrying the same rights that are already listed (simplified exclusion of subscription rights pursuant to Section 186 (3) sentence 4 of the German Stock Corporation Act) at the time the final issue price is determined. When calculating the aforementioned 10 % limit, the proportionate amount of the share capital will be taken into account which is attributable to new or reacquired shares that have been issued or disposed of during the term of this authorization with the simplified exclusion of the shareholders' subscription right under or in accordance with Section 186 (3) sentence
   4 of the German Stock Corporation Act as well as the proportionate amount of the share capital to which conversion and/or option rights under bonds relate which have been issued during the term of this authorization in analogous application of Section 186 (3) sentence 4 of the German Stock Corporation Act.
   Furthermore, the Board of Management is authorised to exclude the subscription right with the approval of the Supervisory Board if the capital increase is conducted against contribu- tions in kind, in particular in the case of the acquisition of enterprises or parts thereof or of shareholdings in companies or other assets, including rights and receivables - also against the Company -, or of claims for the acquisition of assets or in the context of business combinations.
   The Board of Management may avail itself of the aforementioned authorization to exclude the subscription right with the approval of the Supervisory Board in aggregate only up to

10 PNE INVITATION ANNUAL GENERAL MEETING 2024

• Agenda

such an amount that the proportionate amount of the share capital that is attributable to shares of the Company issued or sold during the term of the Authorised Capital 2024/II with the exclusion of the subscription right or that relates to instruments or rights issued during the term of the Authorised Capital 2024/II with the exclusion of the subscription right and which enable the subscription of shares of the Company, also from conditional capital, in aggregate does not exceed 10 % of the share capital existing at the time of the authorisa- tions taking effect or - if this value is lower - at the time the authorisation is exercised.

The Board of Management will determine the content of the rights attached to the shares and the further terms of the share issue, including the issue price, with the approval of the Supervisory Board."

1. To create the new Authorized Capital 2024/II, the following paragraph 5 is added to article
   5 of the Articles of Association:
   "The Board of Management is authorized to increase, with the approval of the Supervisory
   Board, the Company's share capital on one or more occasions on or before May 29, 2029, by up to EUR 7,600,000.00 by issuing new no-par value registered shares against contributions in cash and/or in kind (Authorized Capital 2024/II). As a rule, shareholders will be granted subscription rights. The subscription right can also be granted to the shareholders indirectly in accordance with Section 186 (5) of the German Stock Corporation Act.
2. 1. The Board of Management is authorised, with the approval of the Supervisory Board, to exclude the shareholders' subscription right regarding fractional amounts which result from the subscription ratio.
      Furthermore, the Board of Management is authorised, with the approval of the Supervisory Board, to exclude the shareholders' subscription right up to an amount not exceeding 10 % of the share capital existing at the time of the authorisation taking effect or - if this value is lower - at the time the authorization is exercised in order to issue the new shares against contributions in cash at an issue price that is not sig- nificantly below the stock exchange price of the Company's shares of the same class carrying the same rights that are already listed (simplified exclusion of subscription rights pursuant to Section 186 (3) sentence 4 of the German Stock Corporation Act) at the time the final issue price is determined. When calculating the aforementioned
      10 % limit, the proportionate amount of the share capital shall be taken into account which is attributable to new or reacquired shares that have been issued or disposed of during the term of the authorisation with the simplified exclusion of the sharehold- ers' subscription right under or in accordance with Section 186 (3) sentence 4 of the
      German Stock Corporation Act as well as the proportionate amount of the share capital to which conversion and/or option rights under bonds relate which have been issued during the term of the authorisation in analogous application of section Section 186 (3) sentence 4 of the German Stock Corporation Act.