Vossloh : Form for the authorization and instructions to proxies

Vossloh Aktiengesellschaft

Annual General Meeting on May 15, 2024

Power of attorney form

This form does not replace due registration for the Annual General Meeting.

Please note the information and explanations available on the Company's website and on the admission ticket.

Person making the declaration

Last name or company*

First name*

Postcode/Town*

Number of shares*

Admission ticket No.*

* Mandatory fields (please insert the information as stated in your admission ticket for the Annual General Meeting). Please complete the form l e g i b l y using block capitals.

Power of attorney / Instructions to the voting proxies appointed by the Company

I/We hereby grant power of attorney to Ms. Christiane Konrad, Iserlohn, Germany, and Dr. Thomas Werbeck, Bochum, Germany, (voting proxies appointed by the Company) each individually and with the right to grant sub-power of attorney, to represent myself/us in the Annual General Meeting on May 15, 2024 and to exercise my/our voting rights pursuant to my/our instructions below, in each case under disclosure of my/our name.

Proposals for resolutions pursuant to the German Federal Gazette (Bundesanzeiger)

YES NO

1. Appropriation of net income .................................................................................................................................................................
2. Resolution on the ratification of the Executive Board members' acts and omissions .........................................................................
3. Resolution on the ratification of the Supervisory Board members' acts and omissions ......................................................................
4. Election of the auditor for the financial year 2024 and the review of the condensed financial statements
   and the interim management report for the first half of the financial year 2024 ..................................................................................
5. Approval of the remuneration report ....................................................................................................................................................
6. Approval of the updated remuneration system for members of the Executive Board .............................................................................
7. Authorization to issue convertible bonds and/or bonds with warrants, profit participation rights and/or
   profit participation bonds with the option of excluding subscription rights, creation of new conditional capital 2024
   and corresponding amendment of the Articles of Association .............................................................................................................
8. Authorization to acquire and use treasury shares, as well the exclusion of subscription and tender rights .............................................

Date, signature(s) and name of the person making the declaration

pursuant to Section 126b of the German Civil Code (Bürgerliches Gesetzbuch, "BGB")

Power of attorney to a third party

I/we hereby grant power of attorney to

Last name or company**

First name**

City**

to represent me/us in the specified Annual General Meeting with disclosure of my/our name. This power of attorney encompasses the revocation of any previously issued power of attorney and the exercise of all rights pertaining to the Annual General Meeting, including the right to grant sub-power of attorney.

Please expressly inform your authorized representative regarding the statements on data protection and the transfer of personal data.

Date, signature(s) of the person/company making the declaration pursuant to Section 126b of the BGB

** Please complete the form l e g i b l y using block capitals.

Information regarding proxy voting

Information regarding the power of attorney form

The power of attorney form does not replace due registration for the Annual General Meeting. Please fill out this form legibly and in full. Please insert the information on the person/company issuing the declaration as stated in the admission ticket you receive upon due registration for the Annual General Meeting. Should it not be possible to reliably assign the form to a registration due to incomplete or illegible information in the form, the authorized representative will be unable to exercise the voting rights in the Annual General Meeting.

It is not mandatory to make use of this power of attorney form. You may also choose to use the form printed on the admission ticket or a different declaration in text form. In this case, the aforementioned information regarding completeness and legibility applies accordingly.

Procedure for voting by proxy

You or a third party authorized by you can use the admission ticket that you were sent following due registration to exercise voting rights.

If you wish to grant power of attorney to a third party, you may in particular use this form or the power of attorney printed on the top third of the admission ticket (reverse side) to do so. Fill in the form in and give the admission ticket to your authorized representative or submit the power of attorney for your representative to the Company. If the power of attorney is not issued directly to the Company, proof of the power of attorney in text form (Section 126b of the BGB) may be submitted electronically to the following e-mail address: [e-mail].

Please also note the information in the convocation regarding the issuance, amendment and revocation of declarations by post and by email as well as regarding the timely exercise of your voting rights.

Please expressly instruct your authorized representative regarding these processes and circumstances.

Power of attorney / Instructions for voting proxies appointed by the Company

In lieu of granting a third party power of attorney, you may also grant power of attorney / issue instructions to a voting proxy appointed by the Company.

Please issue instructions for all of the proposed resolutions. Your instructions will pertain to each resolution as published in the German Federal Gazette (Bundesanzeiger). If you wish to vote in favor of a resolution, check the box for YES, to vote against a resolution, check the box for NO. If you do not check either box, you will be deemed to have abstained. If both boxes are checked, your vote on this resolution is deemed invalid.

If, under a particular agenda item, there should be individual votes on summarized resolution proposals, your instruction for the agenda item shall be deemed to apply to each of the individual resolution proposals. Please sign the power of attorney / instructions for the Company's voting proxy or legibly insert your name.

We ask that the powers of attorney / instructions for the Company's voting proxies, powers of attorney for third parties, and proof of powers of attorney, be submitted to the following address by no later than the close of May 14, 2024 (24:00 hours CEST):

Vossloh Aktiengesellschaft

c/o Computershare Operations Center 80249 Munich

Germany

Email: [e-mail]

Even after granting power of attorney/instructions to proxies of the Company, you are entitled to attend the Annual General Meeting in person. Personal registration by you or your representative at the entrance to the Annual General Meeting shall be deemed as revocation of the proxy/ instructions to proxies of the Company. Revocation by declaration of the person(s) making the declaration also remains possible.

Authorizations and instructions to the voting proxies or to third parties or proof of authorization of third parties may also be given or provided on the day of the Annual General Meeting at the Shareholders' Reception.

If conflicting declarations are received through different channels of submission these declarations will be given precedence as follows: 1. According to Section 67c (1) and (2) Sentence 3 AktG (German Stock Corporation Act) in conjunction with Article 2 (1) and (3) and Article 9 (4) of the Commission Implementing Regulation ((EU) 2018/1212)), 2. by email, 3. by letter and 4. by other means of submission provided for in the convocation to the Annual General Meeting.

Further details on the consideration of dissenting declarations can be found in the section "Further information on the exercise of voting rights" of the convocation to the Annual General Meeting.

You can view motions or appointment proposals (countermotions) submitted by shareholders that are required to be made accessible on the Internet at: www.hauptversammlung.vossloh.com

Please note that the power of attorney / instructions for the Company's voting proxies solely concern the exercise of voting rights in accordance with the instructions. No further instructions, e.g. to propose motions, pose questions, or issue declarations, can be issued by means of a power of attorney or instructions to a voting proxy appointed by the Company.

Insofar as you would like to exercise your shareholder's rights in a manner that goes beyond the aforementioned scope, you can exercise your rights yourself or authorize a third party to do so for you.

You will find additional notes and information on the Internet at www.hauptversammlung.vossloh.com.

Privacy policy

You will find details on the treatment of personal data and rights pursuant to the EU General Data Protection Regulation (GDPR) on the website www.hauptversammlung.vossloh.com and in the invitations to the Annual General Meeting in the German Federal Gazette (Bundesanzeiger).