Carl Zeiss Meditec : Notice agenda enlargement

Carl Zeiss Meditec AG

Jena

ISIN: DE 0005313704

Notice

Following the convening of our Annual General Meeting for Wednesday, 22 March 2023, as a virtual Annual General Meeting at https://www.zeiss.com/meditec-ag/agm,place of the Annual General Meeting in accordance with the German Stock Corporation Act (AktG), Weimar (publication in the Federal Gazette/Bundesanzeiger dated 8 February 2023), Carl Zeiss AG, Oberkochen, has requested the addition of one further item to the agenda of the Annual General Meeting pursuant to Section 122 (2) and Section 124 (1) AktG and the immediate announcement of this addition.

The following item shall therefore be added to the agenda:

"Agenda item 10: Resolution on the approval of the audited remuneration report

Pursuant to Section 162 AktG, the Management Board and Supervisory Board have prepared a report on the remuneration paid and owed to the members of the Management Board and Supervisory Board in fiscal year 2021/2022, which is printed on pages 76 to 88 of the Annual Report. The remuneration report was audited by the auditor in accordance with Section 162 (3) to ascertain whether the disclosures legally required under Section 162 (1) and (2) AktG had been made. The report on the audit of the remuneration report is appended to the remuneration report.

Carl Zeiss AG proposes that the following resolution be passed: The remuneration report for fiscal year 2021/22 prepared and audited in accordance with Section 162 AktG is adopted.

We ask that the remuneration report attached as a copy to this request to add an agenda item be published together with our request to add an agenda item and that these be made available for inspection from the time of convening of the Annual General Meeting and also during the Annual General Meeting on the Company website at https://www.zeiss.com/meditec-ag/agm.

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For the reasoning, we refer you to Section 120a (4) AktG, which requires such a resolution for the first time for fiscal year 2021/2022."

In accordance with Carl Zeiss AG's proposal, the remuneration report has been reproduced as published on pages 76 to 88 of the Annual Report, including the report on the audit of the remuneration report:

Remuneration report

In accordance with the new requirements of the Act Implementing the Second Shareholders' Rights Directive (ARUG II) pursuant to Section 162 AktG (version dated 22 December 2020), the Management Board and Supervisory Board of Carl Zeiss Meditec AG are reporting for the first time on the remuneration granted and owed to the members of the Management Board and Supervisory Board for fiscal year 2021/22. The remuneration is considered granted if it has actually accrued to the member of the executive body and has thus been transferred to their assets (accrual principle). The contents of the remuneration report summarize the key elements of the remuneration system that was adopted by the Annual General Meeting on 27 May 2021. Furthermore, the contents of the report conform to the regulatory requirements of the German Stock Corporation Act and are also guided by the recommendations of the German Corporate Governance Code (DCGC) in its version dated 20 March 2020.

The Management Board and Supervisory Board have resolved, in addition to the legally required formal audit, to also have Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, conduct an audit of the content of the disclosures.

Fiscal year 2021/22 was another successful year for Carl Zeiss Meditec AG. In spite of the tense political situation worldwide and higher investments, the Group is once again looking back on strong financial results, with a 15.5% increase in revenue compared with the prior year (adjusted for currency effects: 13.3%) and an EBIT margin of 20.9%. The forecasts made at the beginning of the year and specified in more detail in the course of the year were met in full. This achievement by the Company is reflected in the "Pay for Performance" principle and, accordingly, also in the variable remuneration of the Management Board.

REMUNERATION OF THE MANAGEMENT BOARD

1. Basic principles of the Management Board remuneration system

The members of the Management Board are remunerated based on Section 87 AktG in conjunction with Section 87a AktG, as well as the remuneration system adopted by the Annual General Meeting. According to this, the Supervisory Board determines the remuneration, which comprises fixed and variable components, and payments in kind. The Supervisory Board's General Committee proposes the amount and structure of the remuneration to be paid to the Management Board, and these are then approved by the Supervisory Board as a whole.

The current remuneration system for the members of the Management Board of Carl Zeiss Meditec AG was adopted by the Annual General Meeting on 27 May 2021 with a majority of 95.61% of the represented share capital, and has since applied for all newly concluded Management Board service contracts, thus specifically the Management Board service contract of Dr. Markus Weber.

The new remuneration system can be found on Carl Zeiss Meditec AG's website at https://www.zeiss.de/content/dam/meditec- ag/financial-communication/hauptversammlung-2020-21/7_afx_hv-to_2021.pdf.

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The structure of the remuneration to be paid to the Management Board of Carl Zeiss Meditec AG is aimed at contributing to the implementation of corporate management designed to add value in the long term. The remuneration system is intended to set incentives for the implementation of the corporate strategy by simultaneously ensuring a long-term commitment of the members of the Management Board. The remuneration system is also geared to the successful development of the Company as a whole in the long term and also focuses on the short to medium term goals of the Group. The long-term objectives that have been set are in line with the envisaged development of the Company and aim to make this measurable. The objective of long-term and sustainable development is to be taken into account by way of a multi-year variable remuneration component. The sustainable development of the Company may also be linked in particular to targets and objectives agreed personally for the members of the Management Board. These may also include non-financial targets. In fiscal year 2021/22, however, no personal or non-financial targets were agreed.

1. Maximum remuneration

The new remuneration system provides for a maximum total annual remuneration for each member of the Management Board (maximum remuneration). Due to this maximum remuneration, the payments accruing to a member of the Management Board from the contractually agreed remuneration are limited. The maximum remuneration comprises the basic remuneration and the short-term and long-term variable remuneration, plus any other fringe benefits. The pension commitment included in the fixed remuneration components is also included with the service cost incurred in the fiscal year in the calculation of the maximum remuneration.

The maximum remuneration determined by the Annual General Meeting in 2021 for the members of the Management Board (including pension contributions and fringe benefits) amounts to €3,000k per fiscal year for the Chairman and €1,750k for ordinary Management Board members. This upper limit for the fixed remuneration and the one-year and multi-year variable remuneration was not reached in fiscal year 2021/22.

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1. Appropriateness & normality

The appropriateness of the Management Board remuneration is determined by the responsibilities of the individual members of the Management Board and the economic situation and the market environment of the Company, as well as past and expected future achievements.

The review of the appropriateness is based on an external comparison of the normality of the remuneration with comparable companies The comparison group is essentially composed of the companies listed in the MDAX of the German stock exchange with a comparable free float market capitalization and in a similar industry. Other factors, such as the number of employees, can also be taken into consideration for the comparison. A vertical comparison with the remuneration of a defined comparison group (e.g. workforce) within the Company was omitted. Due to the global structure of the Company, the Supervisory Board does not consider such a comparison expedient.

IV. Remuneration components in detail

The Supervisory Board has defined the amount of the total target remuneration for the members of the Management Board. The new remuneration system was not yet applied in fiscal year 2021/22 for the remuneration of President and CEO Dr. Ludwin Monz (until

31 December 2021) or Management Board members Justus Felix Wehmer and Jan Willem De Cler. Dr. Markus Weber (President and CEO from 1 January 2022) is already being remunerated in accordance with the new remuneration system.

1 The pension cost for Dr. Markus Weber includes a one-time past service cost in fiscal year 2021/22.

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1. Non-performance-related remuneration

Fixed remuneration

The fixed remuneration consists of a fixed, non-performance-related basic remuneration, which is not contingent upon the achievement of certain targets. It is paid pro rata per month as salary.

In fiscal year 2021/22, this amounted to a total of €298.1k (prior year: €0) for Dr. Markus Weber for nine months and to €316.5k (prior year. €300.0K) each for Justus Felix Wehmer and Jan Willem de Cler.

Dr. Ludwin Monz received a fixed salary of €100.0k for the first three months of the fiscal year (prior year: €400.0k for twelve months).

Fringe benefits

There are fringe benefits for the members of the Management Board, such as the provision of a company vehicle (including a driver for the President and CEO), a company pension, contributions to an individual private pension scheme, medical and nursing insurance and the assumption of costs for other insurance policies, as well as accommodation and moving costs, including brokers' fees.

In the current fiscal year, fringe benefits totaling €43.1k were granted. This amount does not include any costs for the driver service, as this was not made use of in the fiscal year.

Carl Zeiss Meditec AG also took out Directors' and Officers' liability insurance, D&O) for the members of the Management Board. This provides for an excess of 10 percent of the damages up to a maximum of one-and-a-half times the annual fixed remuneration.

Pension commitments

The members of the Management Board receive a commitment to a purely employer-financed pension scheme, i.e., the defined benefits applicable within the ZEISS Group apply. For each fiscal year, depending on the success of the ZEISS Group, a contribution of between 1% and 5% of the basic income is converted into a pension module based on interest and age-related annuity factors. The total of all pension modules acquired during the period of service determines the monthly pension. The service cost for the past fiscal year amounts to €43.2k for Justus Felix Wehmer and €42.4k for Jan Willem de Cler

The Chairman of the Management Board is entitled to a defined benefit plan from Carl Zeiss AG dependent on final salary. The annual entitlement increases by 2.375% of a target amount of €525.0k for each year of service, weighted at a maximum of 50%. Carl Zeiss AG charges 75% of the service cost on to Carl Zeiss Meditec AG on a pro rata basis.

In fiscal year 2021/22, the service cost for Dr. Ludwin Monz amounted to a total of €221.0k and to €200.6k for Dr. Markus Weber for nine months. In addition to this, Dr. Markus Weber was granted a one-time past service cost in the amount of €380.4k as part of his contract adjustment.

The appropriation to the pension provisions or pension funds should be stated annually with respect to the retirement benefit commitments for the members of the Management Board. The expenses relating to pension commitments attributable to the individual members of the Management Board - or, in the case of Dr. Ludwin Monz (until 31 December 2021) and Dr. Markus Weber (from

1 January 2022), the proportionate oncharged service cost - are presented in the following overview.