Surteco : Invitation to the Annual General Meeting 2023 / Agenda

Overview with disclosures pursuant to § 125 Stock Corporation Act (Aktiengesetz, AktG) in conjunction with Table 3 of the Implementation Regulation (Durchführungsverordnung) (EU) 2018 / 1212

A. Content of the notification

1. Ordinary Annual General Meeting of SURTECO GROUP SE 2023
2. Convening of the Annual General Meeting

B. Disclosures of the issuer

1. ISIN: DE0005176903
2. Name of the issuer: SURTECO GROUP SE

C. Disclosures on the Annual General Meeting

1. Date of the Annual General Meeting: 07 June 2023
2. Start: 10:00 (CET) (equivalent to 8:00 UTC)
3. Type of Annual General Meeting: ordinary Annual General Meeting
4. Place of the Annual General Meeting: Max-Joseph-Straße 5, 80333 Munich, Germany
5. Recording date: 16.05.2023
6. Uniform Resource Locator (URL):https://ir.surteco.com/hv

Agenda at a glance:

1. Submission of the audited annual financial statements and the approved consolidated financial state- ments, the management reports for SURTECO GROUP SE and the Group, in each case for the business year 2022, including the explanatory report on the disclosures pursuant to § 289a Section (1), § 315a Section (1) of the German Commercial Code (Handelsgesetzbuch, HGB), the proposal for appropriation of the net profit and the report by the Supervisory Board
2. Resolution on appropriation of net profit
3. Resolution on the discharge of the Management Board for the business year 2022
4. Resolution on consent to a settlement agreement with the former Chairman of the Management Board of the Company, Dr.-Ing. Herbert Müller
5. Resolution on the discharge of Dr.-Ing. Herbert Müller for his activity as Chairman of the Management Board of the Company in the business year 2019
6. Resolution on the discharge of the Supervisory Board for the business year 2022
7. Election of the Supervisory Board
8. Resolution on the approval of the compensation report
9. Resolution on the amendment to § 13 of the Articles of Association in order to enable the Management Board to provide for the holding of a virtual Annual General Meeting
10. Resolution on an amendment to § 13 of the Articles of Association to enable participation of Members of the Supervisory Board in the Annual General Meeting by way of audiovisual transmission
11. Resolution on the appointment of the auditor of the annual financial statements

INVITATION TO THE ORDINARY ANNUAL GENERAL MEETING 2023

SURTECO GROUP SE

Buttenwiesen

ISIN: DE0005176903

WKN: 517690

We invite our shareholders¹ to the ordinary Annual General Meeting to be held at

Haus der Bayerischen Wirtschaft Max-Joseph-Straße 5

80333 Munich Germany

on Wednesday, 7 June 2023, at 10.00 (entry from 9:00).

1. AGENDA

1

Submission of the audited annual financial statements and the approved consolidated financial statements, the management reports for SURTECO GROUP SE and the Group, in each case for the business year 2022, including the explanatory report on the disclosures pursuant to § 289a Section (1), § 315a Section (1) of the German Commercial Code (Handelsgesetzbuch, HGB), the proposal for appropriation of the net profit and the report by the Supervisory Board

No resolution is anticipated for Agenda Item 1, since there is no statutory requirement for a resolution to be passed and the Supervisory Board has already confirmed the annual financial statements and approved the consolidated financial statements. No resolution is therefore necessary in respect of Agenda Item 1 under statutory requirements.

2

Resolution on appropriation of net profit

The Management Board and the Supervisory Board propose that the net profit for the business year 2022 amounting to 11,374,547.85 euros (€) be appropriated as follows:

• Payment of a dividend of € 10,854,011.70. This amounts to a dividend of € 0.70 per no-par-value shareforthe15,505,731sharesissuedcorresponding to a nominal participation in the capital stock of € 1.00 for each no-par-value share.
• Transfer of € 520,536.15 to retained earnings

3

Resolution on the discharge of the Management Board for the business year 2022

The Supervisory Board and the Management Board propose that the actions of the Members of the Management Board listed below be approved and that they should be discharged for the business year 2022:

1. Mr. Wolfgang Moyses
2. Dr. Manfred Bracher
3. Mr. Andreas Pötz (Member since 1 April 2022)

It is intended to allow the Annual General Meeting to take a decision on the discharge of the aforementioned Members of the Management Board by individual voting.

4

Resolution on consent to a settlement agreement with the former Chairman of the Management Board of the Company, Dr.-Ing. Herbert Müller

On16March2023,theSURTECOGROUPSE("Company") reached a settlement agreement in the form of a court settlement (the "settlement agreement") with its former Chairman of the Management Board Dr.-Ing. Herbert Müller. The settlement agreement is intended to finally end the legal dispute with Dr. Herbert Müller before the District Court Augsburg (Landgericht). Dr. Müller filed a lawsuit against the Company involving claims related to variable remuneration (bonuses) from his work on the Management Board. Against these undisputed claims, the Company asserted the right to make counterclaims arising from § 93 Section

"Agreement

(Court Settlement)

between

Dr.-Ing. Herbert Müller

Gladiolenweg 5, 42579 Heiligenhaus, Germany

("Claimant")

and

SURTECO GROUP SE

Johan-Viktor-Bausch-Straße 2, 86647 Buttenwiesen,

Germany

("Defendant")

• Claimant and Defendant hereinafter also referred to individually as "Party" and together as "Parties -

1. Facts of the case

The dividend is payable on 12 June 2023.

1Gender-specific forms of address are not used in this invitation for purposes of better readability. All references to people, such as "shareholders", "employees", etc. apply equally to all gender identities.

4

The full wording of the settlement agreement is provided below:

5

breach of obligations arising from the Claimant's contract of service, and has submitted an application for dismissal of the claim. The counterclaims of the Defendant are based on the asserted breaches of obligations of the Claimant in connection with remuneration commitments which the Claimant made as Chairman of the Management Board to Mr. Schulte, Mr. Betzler and Mr. Bruns as Managing Directors of SURTECO GmbH in the years 2018 and 2019. According to the Rules of Procedure for the Management Board, the remuneration commitments required the approval of the Supervisory Board. The Defendant submitted in the proceedings that the necessary approvals had not been granted. As a result of this, the Defendant had suffered losses in the amount of the counterclaims made for the purpose of offsetting.

1. The Claimant disputes the alleged breaches of obligation. In each case, he stated that he acted in the interests of the Defendant, in order to retain the Managing Directors in the Company and to implement the merger of the operating companies of SURTECO GmbH - as approved by the Supervisory Board - along with the relevant personnel. He claimed that no loss had been incurred, because otherwise costs would have been incurred in the search to appoint new Managing Directors, which should be offset. He further claimed that the costs that would have arisen if the existing contracts of employment already in existence had been continued unchanged should also be offset.
2. The Defendant disputes the statements made by the Claimant. The necessary approval by the Supervisory Board did not occur in each case. According to the case law of the Federal Court of Justice (Bundesgerichtshof), a high burden of presenting the facts and proof in respect of any alter- native occurrence of loss is placed on the Claimant.

2. Mediator hearing

In the first instance, the District Court (Landgericht)

of Augsburg referred the legal dispute to a mediator with the consent of both parties, which resulted in a mediation hearing on 16 March 2023. At the mediator hearing, alongside the mediator and the legal counsels of the parties, the Claimant and the Vice Chairman of the Supervisory Board of the Defendant, Mr. Tim Fiedler, took part in person.

3. Agreement

In full and final settlement of the legal dispute described in Section 1, for purely commercial reasons and without prejudice to the factual and legal situation, the parties agree on the following by way of a settlement:

1. The Defendant will pay to the Claimant a one-off amount totalling EUR 286,500.00 gross in respect of the bonus claims asserted in the legal dis- pute referred to in Section 1. The Claimant shall bear responsibility for payment of any income tax incurred on this amount.
2. The amount referred to above (less the statutory retentions) shall be due and payable within two weeks after the Annual General Meeting of the Defendant has agreed to this arrangement and shareholders, who account for 10% of the capital stock, have not declared an objection to the minutes. The payment shall be made, without incurring any costs for the Claimant, to the bank account of the Claimant known to the Defendant to which his salary payments were made prior to his stepping down from the Management Board, insofar as the Claimant does not inform the Defendant in good time of a different domestic bank account.
3. The costs of the legal dispute referred to in section 1 shall be offset against each other.
4. The Defendant shall advocate that the Supervisory Board proposes to the ordinary Annual General Meeting, which passes the resolution on

consent to this agreement, that it should discharge the Claimant in relation to his activity in the business year 2019.

4. Final settlement clause

Once this agreement has been concluded and it comes into effect and payment is made of the amount defined in subsection 3.1 to the Claimant, all mutual claims of the parties which form the subject of the legal dispute described in section 1, irrespective of the legal reason, in other words (i) all claims asserted in the course of legal action including interest and (ii) all claims which were offset by the Defendant are deemed to be subject to full and final settlement to the extent that this is permissible by law. For purposes of clarity, it is hereby stated that the Claimant's claims relating to company pension provision are not affected by this.

In the interest of full and final settlement of the legal dispute described under Section 1, insofar as permitted by law, the parties waive any objection or plea in respect of the effectiveness of this agreement of whatever type and for whatever legal reason, in particular to the objection in the form of a challenge and an amendment or a lapse of the basis for the transaction and/or settlement. The waiver is hereby mutually accepted by both parties.

5. Performance and conditions

1. This agreement requires for its effectiveness the agreement by the Supervisory Board and the Annual General Meeting of the Defendant (§ 93 Section
   (4) Sentence 3 Stock Corporation Act (Aktiengesetz, AktG) in conjunction with Art. 52 SE Regulation).
2. The Defendant will exert their best efforts to obtain the agreement of the Supervisory Board and the Annual General Meeting. The decision should be submitted to the ordinary Annual General Meeting in the year 2023, but at the latest in 2024. The Defendant is not required to convene an extraordinary Annual

General Meeting for this purpose. If the Supervisory Board does not agree or if the agreement is also not submitted to the ordinary Annual General Meeting in 2024, this agreement shall be deemed not to have been made.

5.3 The agreement is further deemed not to have been made if at the Annual General Meeting share- holders whose shares make up 10% of the capital stock declare an objection to the minutes in relation to a resolution for providing consent (§ 93 Section (3) Stock Corporation Act (Aktiengesetz, AktG)).

6. Effects on the legal dispute

The parties hereby agree to continue the suspension of the proceedings currently in force until the Annual General Meeting (at the latest in 2024) has decided on consent to this agreement.

The Defendant will inform the Claimant and the court immediately about the decision by the Annual General Meeting and any objection to the minutes.

If the ordinary Annual General Meeting does not agree or if shareholders who hold 10% of the capital stock declare an objection to the minutes, the procedure will be continued.

If the Annual General Meeting agrees and there is no objection to the minutes by shareholders who represent 10% of the capital stock, the settlement becomes effective and the court proceeding shall be ended by this settlement.

7. Miscellaneous

1. This agreement is based on the law of the Federal Republic of Germany.
2. Any amendments and addenda to this agree- ment must be made in writing and expressly reference this agreement, unless further formal requirements

are to be complied with. The same applies to setting aside the requirement for the written form.

1. If any of the conditions of this agreement are or become entirely or partly null and void, ineffective or unenforceable, the effectiveness of the other conditions shall not be affected by this. The null and void, ineffective or unenforceable condition shall be replaced by a regulation which comes closest in terms of place, time, extent and scope to what the parties wanted commercially with the null and void, ineffective or unenforceable condition. The same applies to any gaps in this agreement.
2. Each party, the legal counsels and the court shall receive signed copies of this settlement.

Augsburg, 16 March 2023.

For the Claimant:

signed H. Müller Dr.-Ing. Herbert Müller

The settlement agreement dated 16 March 2023 between SURTECO GROUP SE and Dr.-Ing. Herbert Müller to end the legal dispute before the District Court (Landgericht) Augsburg, file reference: 2 HK O 3772/21, is hereby agreed.

5

Resolution on the discharge of Dr.-Ing. Herbert Müller for his activity as Chairman of the Management Board of the Company in the business year 2019

The discharge of Dr. Müller for his activity in the business year 2019 has been deferred up to now against the background of the legal dispute before the District Court (Landgericht) Augsburg (agenda item 4). In view of the settlement agreement that has now been concluded and the fact that any further claims against Dr. Müller in respect of his activity as Chairman of the Management Board up to his stepping down from the Management Board are no longer evident, a resolution should now be passed in relation to his discharge for the business year 2019.

6

Resolution on the discharge of the Supervisory Board for the business year 2022

The Management Board and the Supervisory Board propose that the Members of the Supervisory Board designated below should be discharged for their actions in the business year 2022:

1. Mr. Andreas Engelhardt
2. Mr. Tim Fiedler
3. Mr. Tobias Pott
4. Mr. Jens Krazeisen
5. Mr. Jochen Müller
6. Mr. Dirk Mühlenkamp
7. Mr. Jan Oberbeck
8. Mr. Thomas Stockhausen
9. Mr. Jörg Wissemann

It is intended to allow the Annual General Meeting to take a decision on the discharge of Members of the Supervisory Board by individual voting.

The election will be for a period of office that extends until the actions of the Supervisory Board are approved and the Member of the Supervisory Board is discharged for the fourth business year after the commencement of his period of office. The business year in which the period of office commences is not included in this calculation.

Mr. Engelhardt has the following additional memberships of other supervisory boards to be formed under statutory regulations and comparable governance bodies of business enterprises in Germany and abroad:

• Member of the Supervisory Board of SAINT- GOBAIN ISOVER G+H AG, Ludwigshafen
• Chairman of the Supervisory Board of BDO AG WPG, Hamburg

Mr. Engelhardt is independent pursuant to section C.7 of the German Corporate Governance Code. There is no personal and/or business relationship between him and the companies of the SURTECO Group, the governance bodies of SURTECO GROUP SE and share-

For the Defendant:

signed Tim Fiedler Tim Fiedler

Deputy Chairman of the Supervisory Board of

SURTECO GROUP SE

signed R. Guntermann Lawyer Rainer Guntermann signed Kowalski.

Lawyer Dr. André Kowalski"

Further explanations of the settlement agreement are provided in the joint report by the Supervisory Board and the Management Board on this agenda item 4.

The Supervisory Board and the Management Board propose a resolution as follows:

The Supervisory Board therefore proposes a resolution as follows:

Dr.-Ing. Herbert Müller is granted discharge for his activity as Chairman of the Management Board in the business year 2019.

The foregoing resolution will only become effective if the Annual General Meeting agrees to the conclusion of the settlement agreement under agenda item 4 and a minority whose shares together make up one tenth of the capital stock do not declare an objection to the minutes.

7

Election to the Supervisory Board

The period of office of Mr. Andreas Engelhardt as Member of the Supervisory Board of SURTECO GROUP SE finishes at the end of the Annual General Meeting on 7 June 2023.

The Supervisory Board proposes that Mr. Andreas Engelhardt, personally liable partner of Schüco International KG, Bielefeld, should be re-elected to the Supervisory Board.

holders with material shareholdings in SURTECO GROUP SE.

The curriculum vitae of Mr. Engelhardt is included as Annex 2 of this agenda.

8

Resolution on the approval of the compensation report for the business year 2022 prepared and audited pursuant to § 162 Stock Corporation Act (Aktiengesetz, AktG)

The Management Board and Supervisory Board propose that the Compensation Report for the business year 2022 appended under Annex 3, prepared and audited pursuant to § 162 Stock Corporation Act (Aktiengesetz, AktG) be approved.