Adesso : Invitation and Agenda

adesso SE, Dortmund - Invitation to the Annual Shareholders' Meeting

ISIN DE000A0Z23Q5, WKN A0Z23Q

Unique identifier of the event: ADN1062024HV

We hereby invite the shareholders of our company to the Annual Shareholders' Meeting.

Date:

Tuesday, 4 June 2024, 10:00 CEST

Venue:

adesso SE, Adessoplatz 1, 44269 Dortmund, Germany

Agenda

1. Presentation of the adopted annual financial statements of adesso SE and the approved consolidated financial statements as of 31 December 2023, as well as the combined management report for adesso SE and the Group (including the explanatory report on the disclosures as per Sections 289a, 315a of the German Commercial Code (HGB)) and the report of the Supervisory Board for financial year 2023
   The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the Executive Board. The annual financial statements have therefore been adopted (Section 172 clause 1 AktG). The documents listed in this agenda item are to be presented to the Annual Shareholders' Meeting without requiring a resolution by the Annual Shareholders' Meeting.
2. Resolution on the appropriation of the balance sheet profit
   The Executive Board and the Supervisory Board propose that the balance sheet profit of EUR 117,619,594.20 reported in the 2023 financial statements be utilised as follows: Distribution of a dividend of EUR 0.70 per no-par share = EUR 4,564,190.40, with the remaining amount of EUR 113,055,403.80 carried forward to new account. In accordance with Section 58 (4) AktG, the dividend entitlement is due for payment on the third business day following the resolution of the Annual Shareholders' Meeting, which is 7 June 2024.
3. Resolution on the approval of the Executive Board's actions for financial year 2023
   The Executive Board and the Supervisory Board propose that the actions of the Executive Board members for financial year 2023 be approved.
4. Resolution on the approval of the Supervisory Board's actions for financial year 2023
   The Executive Board and the Supervisory Board propose that the actions of the Supervisory Board members for financial year 2023 be approved.

1. Election of the auditor and auditor of the consolidated financial statements, as well as of the auditor of the sustainability report for financial year 2024
   Based on a corresponding recommendation of the Audit Committee, the Supervisory Board proposes that BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, Germany (Dortmund branch), be appointed as the auditor of the annual financial statements, consolidated financial statements and sustainability report for financial year 2024.
   The election of the auditor of the sustainability report is held as a precautionary measure should the German government, in implementing Art. 37 of the Statutory Audit Directive 2006/43/EC as amended in CSRD (EU) 2022/2464 of 14 December 2022, require the Annual Shareholders' Meeting to explicitly elect the auditor of the sustainability report (i.e. should the German act implementing the CSRD stipulate that auditor who is responsible for auditing the annual financial statements may not also audit the sustainability report).
   The Audit Committee has declared that its recommendation is free of any undue third-party influence and that no requirements have been imposed in the sense of Article 16 (6) EU Audit Regulation that restrict the choice of auditor.
2. Resolution on the approval of the remuneration report for financial year 2023 prepared and audited in accordance with Section 162 AktG
   The Executive Board and Supervisory Board have prepared a remuneration report in accordance with Section 162 AktG for financial year 2023.
   The remuneration report for financial year 2023 is included following this agenda as an appendix to item 6 on the agenda and is also available on the company's website at https://www.adesso-group.de/hv/ from the point at which the Annual Shareholders' Meeting is convened and during the Annual Shareholders' Meeting.
   The Executive Board and Supervisory Board propose the approval of the remuneration report prepared and audited in accordance with Section 162 AktG for financial year 2023.
3. Resolution on the amendment of the Articles of Association due to the German Future Financing Act (ZuFinG)
   Section 123 (4) sentence 2 AktG has been amended by the Act on the Financing of Investments to Secure the Future (Future Financing Act - Zukunftsfinanzierungsgesetz, ZuFinG) of 11 December 2023 (Federal Law Gazette 2023 I No. 354 of 14 December 2023). For this reason, the provision under Article 14 (2) sentence 3 of adesso SE's Articles of Association is also to be adapted accordingly.
   The Executive Board and Supervisory Board propose the following resolution:
   Article 14 (2) sentence 3 of the Articles of Association of adesso SE, which currently reads as follows:
   "The proof of share ownership must refer to the beginning of the 21st day before the Annual Shareholders' Meeting."
   will be reworded as follows:
   "The proof of share ownership must refer to the end of the 22nd day before the Annual Shareholders' Meeting."
   The currently valid Articles of Association are available on the company's website at https://www.adesso-group.de/hv/ and can also be viewed there during the Annual Shareholders' Meeting.

8. Resolution on the creation of new conditional capital to grant subscription rights to employees, managers and members of adesso SE's Executive Board, as well as to employees and members of the management of affiliated companies, on the basis of the 2024 stock option plan and amendment of the Articles of Association

In 2015 and 2020, the company created stock option plans for employees, managers and members of adesso SE's Executive Board, as well as for employees and members of the management of affiliated companies, on the basis of a corresponding authorisation by the Annual Shareholders' Meetings. On the basis of the stock option plan from 2020 (2020 stock option plan), a total of 227,911 subscription rights for one share in the company have been issued to date from the 500,000 subscription rights available. Stock options can be granted for the last time on 15 December 2024 on the basis of the 2020 share option plan. No shares in the company have yet been issued in fulfilment of the options issued. The amount of conditional capital 2020, from which subscription rights from the 2020 stock option plan are serviced, currently amounts to EUR 500,000.00 (see Article 3 (10) of the Articles of Association).

In addition, the 2015 Annual Shareholders' Meeting created conditional capital 2015, which was reduced from EUR 500,000 to EUR 50,000 by the Annual Shareholders' Meeting on 3 June 2020 with regard to the options actually issued and still convertible at that time. This amount was reduced to EUR 15,500 by the time of this Annual Shareholders' Meeting due to the issue of a total of 34,500 shares through conversion from the employee stock option programme (see Article 3 (9) of the Articles of Association).

The conditional capital for 2015 and 2020 together still amounts to EUR 515,500. In order to be able to grant subscription rights to employees, managers and members of adesso SE's Executive Board, as well as to employees and members of the management of affiliated companies, even after 15 December 2024, a new 2025 stock option plan is to be drawn up in accordance with the proposal of the Executive Board and Supervisory Board.

The Executive Board and the Supervisory Board therefore propose the following resolution:

1. Creation of conditional capital for granting subscription rights to employees, managers and members of adesso SE's Executive Board, as well as employees and members of the management of affiliated companies, under a 2025 stock option plan (conditional capital 2024).
   The share capital will be increased conditionally by up to EUR 500,000.00 (conditional capital 2024). The conditional capital increase serves to redeem subscription rights that are granted on the basis of this authorisation until
   15 December 2029 ("stock option plan 2025"). The Executive Board or - to the extent that members of the Executive Board are involved - the Supervisory Board was authorised to issue up to 500,000 subscription rights, each with an entitlement to one share of the company, to the beneficiaries specified below under this stock option plan 2025. The conditional capital increase must only be implemented insofar as subscription rights arising from the conditional capital are issued within the scope of the stock option plan 2025 and the holders of these subscription rights make use of their right to subscribe within the exercise period, provided that own shares are not used for the purpose of servicing the subscription rights. The new shares participate in profits from the beginning of the financial year in which they are created through the exercising of subscription rights.
   The 2025 stock option plan has the following key features:

1. Eligibility/distribution of subscription rights
   Options may only be issued to members of the Executive Board of adesso SE, members of the management of affiliated companies and employees of adesso SE and affiliated companies. The exact group of eligible persons and the scope of the options to be granted to them are determined by the company's Executive Board. The determination and issue of options to members of the company's Executive Board are the sole responsibility of the company's Supervisory Board.
   The total volume of options is distributed among the eligible groups of persons as follows:
2. • Members of the Executive Board of adesso SE receive a maximum total of up to 10 % of the options (i.e. 50,000).
   • Members of the management of affiliated companies receive a maximum total of up to 30 % of the options (i.e. 150,000).
   • Employees of the company and employees of affiliated companies receive a maximum total of up to 60 % of the options (i.e. 300,000).

The eligible persons only receive options as members of a group of persons. Dual subscriptions are therefore not permitted. At the time the options are granted, the eligible persons must be in an unterminated employment or service relationship (permanent position) with the company or a domestic or foreign company affiliated with it.

1. Granting of options (acquisition periods), issue date and substance of the option right
   The options are granted in annual instalments.
   The option rights can be offered to and accepted by the eligible persons within the periods from 1 to 15 January, from 1 to 15 April, from 1 to 15 July, from 1 to 15 October and from 1 to 15 December of the years 2025 to 2029 (acquisition periods). The full acceptance of the company's offer to acquire option rights by the beneficial owner is assumed unless a written objection is received from the eligible person concerned. The offer will be accepted in one instalment and during the acquisition period in which the company's offer to acquire the option rights is made. Subscription rights may be issued for the first time in financial year 2025, but not before the amendment to the Articles of Association under b) of this agenda item has been entered in the commercial register.
   The options are issued by submitting a written option agreement, which is presented by the company to the respective eligible person. The issue date is the last day of each acquisition period ("option issue date").
   Each option entitles the holder to subscribe to one no-par-value bearer share in the company in return for payment of the exercise price (option ratio).
   The option conditions may stipulate that the company can choose to grant the eligible persons treasury shares instead of new shares from the conditional capital to service the options; the Supervisory Board must decide on the matter if the eligible persons are members of the Executive Board ("alternative fulfilment"). Alternative fulfilment may be determined generally, for several exercise periods or in individual cases; the holders of the stock options should be informed of said decision in good time.

The acquisition of treasury shares for alternative fulfilment must comply with the statutory requirements; this resolution does not grant an authorisation pursuant to Section 71 (1) No. 8 AktG. The authorisation to grant shares to service subscription rights from the 2024 stock option plan is reduced to the extent that use is made of the authorisation to acquire and use treasury shares to service subscription rights from the 2024 stock option plan.

1. Exercise price (issue price) and performance target
   The price to be paid when exercising the option in question ("exercise price") corresponds to the average of the closing auction price of the company share as determined in Xetra trading (or a functionally comparable successor that takes the places of the Xetra system) on the Frankfurt Stock Exchange for the last 10 trading days before the option issue date, but no less than the proportion of the share capital attributable to one share of the company.
   Condition for the exercise of options is that the closing auction price of shares in the company in Xetra trading on the Frankfurt Stock Exchange (or a functionally comparable successor system that takes the place of the Xetra system) on the day prior to the beginning of the respective exercise period (cf. dd)) is at least 10 % higher than the exercise price. The closing auction price is calculated using the average closing auction price of the company share as determined in Xetra trading (or a functionally comparable successor that takes the place of the Xetra system) on the Frankfurt Stock Exchange for the last ten trading days before the option issue date or for the ten trading days prior to the beginning of the respective exercise period.
2. Vesting period for initial exercise and exercise periods
   The options can be exercised for the first time four years after the respective option issue date (vesting period). The options can be exercised within four weeks, starting on the first stock exchange trading day after the company's Annual Shareholders' Meeting or the publication of a half-year report (exercise periods).
3. Adjustment in the event of capital measures/protection from dilution
   If, during the term of the options, the company increases its share capital by issuing new shares or issues bonds with conversion or option rights while granting a direct or indirect subscription right to its shareholders and the issue, conversion or option price per share determined in the process is lower than the exercise price of options, the Executive Board or, if members of the Executive Board are affected, the Supervisory Board is authorised to treat the persons eligible to make use of the option equally in economic terms. This equalisation can be achieved by reducing the exercise price and adjusting the number of options or a combination of both. However, the eligible parties are not entitled to economic equality in this respect. The adjustment does not apply if the entitled parties are granted subscription rights that correspond to the subscription rights of the shareholders.
   In the event of a capital increase by way of issuing new shares, the existing conditional capital pursuant to Section 218 AktG is increased in the same proportion as the share capital. The eligible party's entitlement to subscribe to new shares by exercising the subscription right from the options increases in the same proportion; the exercise price per share is reduced in the same proportion. If a capital increase from the company's own funds takes place without issuing any new shares (Section 207 (2) Sentence 2 AktG), the options' subscription rights and issue price remain unchanged.

In the event of a capital reduction, no adjustments are made to the issue price or the option ratio if the capital reduction does not change the total number of shares or the capital reduction is associated with capital redemption or the acquisition of treasury shares in return for consideration. In the event of a capital reduction through the consolidation of shares without capital repayment, and in the event of an increase in the number of shares without a change in capital (share split) following the issue of share options, the number of shares that can be acquired for each option already issued at the exercise price is reduced or increased in proportion to the capital reduction or share split; the exercise price for a share is changed in the same proportion.

If an adjustment is made in accordance with the above paragraphs, fractions of shares will not be granted when exercising the subscription right. There is no cash settlement.

1. Non-transferabilityand expiry of options
   The options are granted as non-transferable options. With the exception of inheritance, the options are neither transferable nor can they be sold, pledged or otherwise encumbered.
   The right to exercise the options granted to members of the Executive Board of adesso SE ends no later than seven years after the option issue date; the right to exercise the options granted to members of the management of affiliated companies of adesso SE, to employees of adesso SE or to employees of affiliated companies of adesso SE also ends no later than seven years after the option issue date. Options that have not been exercised by this time expire without replacement.
   In the event that the employment relationship ends due to death, invalidity, retirement, termination or for any reason other than termination, special provisions for the expiry of the options can be provided for in the option conditions.
2. Regulation of further details
   The Executive Board is authorised, with the approval of the Supervisory Board, to determine the further details of the issue of shares from the conditional capital and the further conditions of the share option programme, in particular the option conditions for the entitled persons. The company's Supervisory Board shall have the exclusive right to make decisions affecting the members of the company's Executive Board.
   Further details include, in particular, provisions on (i) the procedure for the allocation to the individual eligible persons and the exercise of the options; (ii) the allocation of the options within the eligible groups of persons; (iii) the issue date within the specified period; (iv) the determination of an appropriate upper limit for option gains in the event of extraordinary developments and in the event that option gains lead to inappropriate total remuneration for the individual beneficiaries; (v) to the extent permitted by law, the determination of additional exercise periods in the event of a takeover of the company or its affiliated companies, a restructuring of the company or group, the conclusion of a company agreement and for comparable special cases; and (vi) provisions on taxes and costs.
   Furthermore, regulations regarding the forfeiture of options in the event of termination of the employment relationship and other procedural regulations must be provided for. In particular, such rules may stipulate the period after

leaving an employment relationship during which employees and members of the management of adesso SE or an affiliated company are entitled to exercise options already granted. The same applies to special rules regarding the general exercise requirements in the event of death, disability or retirement.

b) Amendment to the Articles of Association and instruction to the Executive Board

The following provision will be added to the Articles of Association as new Article 3

(11):

"The share capital of the company is increased conditionally by up to

EUR 500,000.00 by the issuing of up to 500,000 no-par-value bearer shares (conditional capital 2024). The conditional capital increase serves exclusively to fulfil options granted by authorisation of the annual shareholders' meeting of 4 June 2024 until 15 December 2029. The conditional capital increase will only be conducted insofar as the holders of the issued options exercise their right to subscribe to the shares of the company and the company does not utilise any treasury shares to fulfil the options. The new shares are eligible for profit participation from the start of the financial year in which they arise through the exercising of options."

Appendix to item 6 on the agenda:

Remuneration Report 2023

This remuneration report compiled in accordance with Section 162 of the German Stock Corporation Act [Aktiengesetz - AktG] outlines and explains the remuneration of the past and present members of the adesso SE Executive and Supervisory Boards in financial year 2023. In order to make it easier to classify the information provided and provide a clearer overview, the main aspects of the remuneration systems in place for the Executive and Supervisory Boards in financial year 2023 are also presented. Detailed information on these systems can be found on the company's website at www.adesso- group.de > Investor Relations > Corporate Governance > Remuneration.

Look back at the 2023 year of remuneration

Resolution on the approval of the remuneration report for 2022

In financial year 2023, the Annual Shareholders' Meeting adopted a resolution on the approval of the remuneration report, prepared and audited by the Executive Board and the Supervisory Board in accordance with Section 162 AktG, for financial year 2022. The remuneration report covers the material elements of the remuneration system resolved by the Annual Shareholders' Meeting on 27 May 2021 and explains in detail the structure and amount of the remuneration granted and owed to the members of the Executive Board and the Supervisory Board in financial year 2022. The remuneration report was audited by the company's auditor and issued with an audit opinion. In accordance with Section 120a (4) sentence 1 AktG, the Annual Shareholders' Meeting on 1 June 2023 approved the report with a 79.50 % majority of the represented share capital.

The unsatisfactory approval rate prompted the adesso SE Executive Board and Supervisory Board to analyse both the remuneration reports and the company's remuneration practices and to adapt them to the needs of investors and other stakeholders. The criticism voiced by shareholder organisations and in voting rights consultations, as well as the findings from individual investor discussions in this regard, were taken into particular account. The remuneration system for the Supervisory Board, which dates back to the company's early days, was identified as a key starting point, and it was replaced by a new, modern system in the 2023 reporting year. The new system will be applied for the entire financial year 2023. Other individual points of criticism of the previous year's report mainly related to remuneration granted on the basis of an existing contract (which was concluded before the introduction of the new Executive Board remuneration system). All members of the Executive Board had contracts based on the new remuneration system for the first time in financial year 2023, meaning that further points of criticism should have been resolved. The Executive Board and Supervisory Board take the concerns of investors and stakeholders seriously and are interested in enhancing the remuneration structures and reporting appropriately in the interests of all shareholders and stakeholders.

Application of the remuneration system for the Executive Board in financial year 2023

The current remuneration system for members of the adesso SE Executive Board was adopted by the Supervisory Board in accordance with Section 87(1) and Section 87(a)(1) AktG and approved by the Annual Shareholders' Meeting on 27 May 2021 with an 85.46 % majority of the represented share capital. The current remuneration system was applied to all appointed members of the Executive Board for the first time in financial year 2023, including the new Executive Board members Kristina Gerwert and Mark Lohweber, who were appointed in 2023. In the previous year, one of the six Executive Board members appointed in 2022 was still remunerated under a contract concluded prior to the date on which the Law for the implementation of the second shareholder rights directive [Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie - ARUG II] and the German Corporate Governance Code [Deutscher Corporate Governance Kodex - DCGK], amended on the basis thereof, entered into force. In its explanatory memorandum on the Code, the commission - the Regierungskommission Deutscher Corporate Governance Kodex - clarified that amendments to the Code do not need to be accounted for in existing contracts with members of the Executive Board.

The Supervisory Board regularly reviews the adequacy and appropriateness of the remuneration paid to members of the Executive Board to ensure it remains within the applicable scope of a market- standard yet competitive remuneration package for the members of the Executive Board.

This entails a horizontal and vertical remuneration comparison. The horizontal comparison considers the amount of the target and maximum remuneration in relation to the remuneration paid by comparable listed companies in consideration of turnover, number of employees, international

character and complexity. The peer group consists of IT service providers, technology companies and companies listed on the SDAX with a comparable market capitalisation are also considered (Peer Group: Allgeier SE, CEWE Stiftung & Co. KGaA, Drägerwerk AG & Co. KGaA, Eckert & Ziegler Strahlen- und Medizintechnik AG, Elmos Semiconductor SE, GFT Technologies SE, Hamborner Reit AG, Klöckner & Co SE, Nagarro SE, PSI Software AG, Takkt AG). The vertical comparison includes the remuneration and employment conditions of adesso SE's senior management employees as well as the managing directors of the subsidiaries in the DACH region (Germany (D), Austria (A) Switzerland (CH)) along with the staff as a whole and also considers the development over time.

So far, the review has not revealed any indicators of a need for adjustment. Remuneration of members of the adesso SE Executive Board was found to continue to be in line with market standards and adequate within the company, including in terms of its development over time.

The Supervisory Board has determined concrete remuneration targets for each member of the Executive Board in accordance with the remuneration system and set the performance criteria in relation to the performance-related variable pay components for financial year 2023, provided they are not directly taken from the applicable remuneration system.

In the past financial year, the Supervisory Board did not make use of the options to temporarily deviate from the remuneration system in accordance with the legal requirements or adjust the achievement of targets in the presence of certain circumstances.

Application of the remuneration system for the Supervisory Board in financial year 2023

For the reporting year 2023 a new remuneration system for the Supervisory Board was implemented. The Supervisory Board has taken the criticism of the company's historical Supervisory Board remuneration arrangements as an incentive to revise the remuneration system and therefore take into account the changes in the general remuneration conditions and the requirements of a rapidly growing company. In accordance with Recommendation G.18 DCGK, remuneration has been changed to a purely fixed system. The modified amount of remuneration for service on the Supervisory Board and its committees is also intended to reflect increased demands in terms of the content of and time required for the tasks and individual functions. This is to ensure that the company remains in a position to attract exceptionally qualified candidates to serve on the Supervisory Board. The remuneration system for the Supervisory Board as defined in Article 12 of the Articles of Association was submitted to the Annual General Meeting on 1 June 2023 in accordance with Section 113 (3) sentence 3 AktG for a resolution to amend and approve the Articles of Association accordingly. The Annual General Meeting on 1 June 2023 adopted the proposed resolution with a majority of 99.56 % and approved the system, which will apply retroactively from 1 January 2023. The previous system, which was approved by the Annual General Meeting on 27 May 2021, was therefore applied for the final time in 2022.

Remuneration of the Executive Board in financial year 2023

Overview of the structure of the remuneration system for the Executive Board

Overview of the structure of the remuneration system for the Executive Board The remuneration system complies with the requirements of the German Stock Corporation Act, in particular the requirements of the Law for the implementation of the second shareholder rights directive, and is based on the recommendations of the German Corporate Governance Code.

The remuneration system for adesso SE's Executive Board members is aimed at achieving sustainable and long-term corporate development. It contributes to promoting the business strategy and the long-term development of the company. adesso SE's business strategy is oriented towards shareholders' interests. The primary goal is to become one of the leading consulting and technology groups for industry-specific business processes in Central Europe. With this in mind, adesso SE pursues the strategy of developing growth, sound finances and profitability in a balanced ratio.

To this end, the Executive Board is granted industry standard, performance-based and competitive remuneration. The remuneration consists of fixed and variable components.

The fixed, performance-unrelated remuneration consists of a

• basic salary
• perks and
• pension commitments.

The performance-related components that rely on the attainment of specified measurable targets, making them variable, consists of

• a short-term incentive (STI) and
• a long-term incentive (LTI).

The LTI consists of a monetary payment and the granting of stock options.

Linking the short-term variable remuneration to non-financial targets while granting partially share- based long-term remuneration adequately addresses the requirement for long-term and sustainable company development. The share option programme implemented as part of the long-term remuneration also ensures consistency with the shareholders' interests. Although currently only granting of short-term variable remuneration components depends on non-financial targets, the Supervisory Board is aware of adesso SE's corporate social responsibility and will consider including further non-financial targets in the remuneration system. The target total remuneration consists of the fixed basic annual remuneration, the fringe benefits and pension commitments as well as the variable remuneration components to which the Executive Board member is entitled at 100 % target achievement.

General overview of the remuneration components