DATA MODUL Produktion und Vertrieb von elektronischen Systemen : Invitation and Agenda 2024

DATA MODUL Aktiengesellschaft

Produktion und Vertrieb von elektronischen Systemen

Munich

- ISIN: DE0005498901 -

- WKN: 549 890 -

ANNUAL GENERAL MEETING

The shareholders of our Company are hereby invited to the

Annual General Meeting

to be held on

Wednesday, 8 May 2024, at 10:00 a.m. (CEST)

at Haus der Bayerischen Wirtschaft, Max-Joseph-Straße 5, 80333 Munich, Germany.

• I. Agenda

• 1. Presentation of the adopted annual financial statements of Data Modul AG and the approved consolidated financial statements of the Group as well as the management report for Data Modul AG and the Group, including the explanatory reports of the Executive Board on the information pursuant to sections 289a s. 1, 315a s. 1 of the German Commercial Code (Han-delsgesetzbuch, HGB) and the essential criteria of the internal control and risk management system with regard to the financial reporting process, the proposal of the Executive Board for the appropriation of the balance sheet profit as well as the Report of the Supervisory Board for the financial year 2023

  The Supervisory Board has approved the annual financial statements prepared by the Executive Board and the consolidated financial statements of the Group. The annual financial statements have thereby been approved pursuant to section 172 sentence 1 of the German Stock Corporation Act (Aktiengesetz, AktG). An approval by the Annual General Meeting is thus not required.

  As of the calling of the Annual General Meeting, the documents are available on our website at

  https://www.data-modul.com/en/company/investor-relations/annual-general-

  meeting

  In addition, all documents to be provided will be available during the Annual Gen-eral Meeting and will be explained in more detail at the Annual General Meeting.

• 2. Resolution on the appropriation of the balance sheet profit

  The Executive Board and the Supervisory Board propose that the balance sheet profit for the financial year 2023 in the amount of EUR 67,866,321.17 as set out in the annual financial statements of the Company, be appropriated as follows:

  Payment of a dividend to the shareholders	EUR	7,052,364.00
  (EUR 2.00 per no-par-value share entitled to
  a dividend)
  Allocation to other revenue reserves	EUR	32,277,093.86
  Profits carried forward	EUR	28,536,863.31
  Balance sheet profit	EUR	67,866,321.17

  In accordance with section 58 para. 4 sentence 2 AktG, the dividend is due on the third business day following the resolution by the Annual General Meeting, i.e. on 13 May 2024.

• 3. Resolution on the discharge of the actions of the Executive Board member for the financial year 2023

  The Executive Board and the Supervisory Board propose that the acts of the Execu-tive Board member holding office in the financial year 2023 be formally approved for the financial year 2023.

• 4. Resolution on the discharge of the actions of the Supervisory Board mem-bers for the financial year 2023

  The Executive Board and the Supervisory Board propose that the acts of the Super-visory Board members holding office in the financial year 2023 be formally ap-proved for the financial year 2023.

• 5. Resolution on the appointment of the public auditor for the financial year 2024

  The Supervisory Board proposes that Mazars GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Hamburg, be ap-pointed auditor and Group auditor for the financial year 2024.

  The Supervisory Board's proposal is free of undue influence from any third party. Nor were there any rules that would have restricted the Company's freedom to se-lect in the meaning of the EU Audit Regulation (Regulation (EU) No. 537/2014 of the European Parliament and Council of 16 April 2014).

• 6. Resolution on the approval of the compensation report

  Pursuant to section 162 AktG, Executive Board and Supervisory Board shall pre-pare a compensation report and submit this report to the Annual General Meeting for approval pursuant to section 120a para. 4 AktG.

  The compensation report was audited by the auditor of the Company pursuant to section 162 para. 3 AktG. The audit opinion is attached to the compensation report.

  The compensation report including audit opinion is set out in section II. of this invi-tation and is also available on our website at

  https://www.data-modul.com/en/company/investor-relations/annual-general-

  meeting

  from the time the Annual General Meeting is convened.

  The Executive Board and the Supervisory Board propose to approve the compensa-tion report for the fiscal year 2023 prepared and audited pursuant to section 162 AktG.

• II. Compensation report (agenda item 6)

  The following compensation report pursuant to section 162 AktG outlines and ex-plains the compensation individually granted and/or due in the fiscal year 2023 to current and former members of the Executive Board and Supervisory Board of DA-TA MODUL AG.

  The compensation report for the previous fiscal year 2022 was approved by the An-nual General Meeting of the Company on 9 May 2023. The compensation system al-so approved there pursuant to section 120a para. 1 AktG has been observed in this compensation report.

1.

Compensation of the Executive Board

Compensation system for Executive Board members

On 23 March 2023, pursuant to sections 87 para. 1, 87a para. 1 AktG, the Supervi-sory Board resolved on changes to the previously applicable compensation system for the Executive Board as approved by the Annual General Meeting on 6 May 2021. The changes are effective as from 1 January 2023.

On 9 May 2023, the compensation system was submitted to the Annual General Meeting pursuant to section 120a para. 1 AktG and approved by the required ma-jority vote.

In the fiscal year 2023, the Supervisory Board did not make use of any of the op-tions established in the compensation system to deviate temporarily from the com-pensation system.

Overview of the compensation system

The compensation of Executive Board members of DATA MODUL AG is based on its size and global activities, its business and financial position, its profitability, and its prospects as well as the amount and structure of Executive Board compensation of comparable companies in and outside Germany.

In addition, the responsibilities and personal performance of the Executive Board are taken into account.

The compensation structure is designed to be competitive and to provide an incen-tive for successful work for sustainable corporate development.

The following chart presents the components of the compensation system as well as the annual target amounts. Thereafter, the components, and how they were actual-ly applied in the fiscal year 2023, are explained in detail.

Fixed components

1.	Basic salary	Annual target amount: EUR 250,000.00
2.	Bonus for retention	Annual target amount: EUR 100,000.00
3.	Fringe benefits	Annual target amount: EUR 20,000.00

Performance-based components

1. EBIT-related executive Annual target amount: EUR 250,000.00 bonus / Performance

Bonus

The annual target amounts may be exceeded up to the amount of the maximum compensation.

Compensation components in detail

The basic salary is a fixed annual salary, payable in twelve equal instalments at the end of each calendar month.

In order to pay tribute to his loyalty to the group, the Company grants the sole Ex-ecutive Board member a bonus payment in the amount of EUR 100,000.00, if he is still employed by the Company at the end of the fiscal year.

The fringe benefits mainly consist of the provision of a company car, contribution subsidies for accident, life and health insurance and the inclusion in the D&O insur-ance policy.

No company pension commitments have been made with regard to the sole Execu-tive Board member.

The performance-based variable compensation in the form of the executive bonus depends on the attainment of certain financial targets. The executive bonus is an incentive for the contribution made by the Executive Board to the implementation of DATA MODUL AG's business strategy in the respective fiscal year.

To ensure that the executive bonus has a long-term incentive effect, only 2/3 of the executive bonus will be paid out after adoption of the annual financial statements and approval of the consolidated financial statements for the past fiscal year. The outstanding 1/3 of the executive bonus is only paid out in the following fiscal year if the DATA MODUL Group continues to develop positively.

The basis for calculating the executive bonus is the EBIT of the DATA MODUL Group, as reported in the consolidated financial statements for the past fiscal year.

The amount of the executive bonus paid out is staggered and depends on the per-centage of DATA MODUL Group's actual EBIT compared with DATA MODUL Group's budgeted EBIT. The maximum executive bonus payout amounts to EUR 250,000 if targets are met 100%. Before the beginning of the respective fiscal year, the Su-pervisory Board approves a budgeted EBIT figure for DATA MODUL Group.

The figures reported in the adopted consolidated financial statements of the Com-pany for the respective past fiscal year are decisive for the actual EBIT achieved by DATA MODUL Group.

If the EBIT performance exceeds the EBIT target by up to 200%, the Executive Board member is entitled to a performance bonus of up to EUR 250,000. The amount paid out as a performance bonus depends on the percentage of the DATA MODUL Group's actual EBIT in relation to the DATA MODUL Group's planned EBIT.

Observance of the maximum compensation

The Supervisory Board has determined that the total compensation that an Execu-tive Board member can receive in a fiscal year under the current compensation sys-tem may not exceed an amount of EUR 870,000.00 (maximum compensation). This is ensured by a cap on the variable compensation. The sole Executive Board mem-ber observed and undercut the maximum compensation in the fiscal year 2023 with regard to the granted and/or due fixed and variable compensation.

Review of the appropriateness

The Supervisory Board regularly reviews the appropriateness and the conventionali-ty of the Executive Board's compensation. The Supervisory Board includes compa-nies from the Company's sector as well as other companies listed in the Prime Standard. In addition, the Supervisory Board considers the compensation of the senior management team and the total number of employees of DATA MODUL Group.

Executive Board compensation individually disclosed

Compensation of the sole Executive Board member

The following chart presents the fixed and variable compensation components granted and/or due in the fiscal year 2023 to the sole Executive Board member, in-cluding their relative share, pursuant to section 162 AktG and states the compara-tive values for the fiscal years 2021 and 2022. The actual compensation includes the basic annual salary paid out in the fiscal year 2023, the fringe benefits accrued in the fiscal year 2023, the retention bonus paid out in the fiscal year 2023, 2/3 of the executive bonus based on EBIT for the fiscal year 2022 and 1/3 of the execu-tive bonus based on EBIT for the fiscal year 2021 as well as the EBIT performance bonus for the fiscal year 2022 paid out in the fiscal year 2023.

Basic salary

Fixed com- Fringe benefits pensation

2242 18

35 3

230 18

35 3

250 19

31 2

Retention bonus

100

16

100

16

100

13

147

EBIT-related ex-ecutive bonus (1/3) Discretionary bonus / perfor- mance bonus

73

9

220

27

Subtotal

294

46

294

46

440

54

Total com-pensation

636 100

642

100

809 100

Compensation of former Executive Board members

The following chart contains the fixed and variable compensation components granted and/or due in the fiscal year 2023 to former Executive Board members who have terminated their activity within the last ten fiscal years, including their relative share, pursuant to section 162 AktG. The actual compensation includes company pensions paid out in the fiscal year 2023.

• 1 The relative share relates to the total compensation shown at the bottom of the chart.

• 2 Dr. Pesahl voluntarily waived 10% of his basic salary during the months of short-time work at the Company in the fiscal year 2021.

26

100

25

100

100

100

25

100

26

100

In addition, company pension in the amount of kEUR 31 was paid in the fiscal year 2023 to a further former Executive Board member who has terminated his activity more than ten years ago.

Clawback of variable compensation components

In the fiscal year 2023, the Supervisory Board did not find any cause to make use of the option provided for under the compensation system to reclaim variable com-pensation components.

Third-party benefits and termination benefits

In the fiscal year 2023, no third-party benefits or loans were granted to the sole Executive Board member, nor were any similar benefits granted. The sole Executive Board member does not receive any compensation from mandates for group com-panies.

There are no contractual agreements with the sole Executive Board member re-garding the procedure in the event of premature termination of the Executive Board member's contract without good cause. The Supervisory Board is of the opinion that this is not appropriate because the Executive Board generally has no influence on a termination decision without good cause.

There is a severance payment provision in the event of a change of control at DATA MODUL AG amounting to a maximum of two years' compensation.

2.

Compensation of the Supervisory Board

Compensation system for Supervisory Board members

Pursuant to section 113 para. 3 AktG, the Annual General Meeting of listed stock corporations shall resolve on the compensation of Supervisory Board members at least every four years.

Accordingly, on 6 May 2021, the Annual General Meeting confirmed the compensa-tion of Supervisory Board members, as set forth in section 8 para. 5 of the articles of association of DATA MODUL AG, and the applicable compensation system for Su-pervisory Board members.

Overview of the compensation system

Pursuant to section 8 para. 5 of the articles of association of DATA MODUL, the Su-pervisory Board members receive a fixed annual compensation payable following the close of the fiscal year.

For individual Supervisory Board members, the annual fixed compensation amounts to EUR 20,000.00, the chairwoman receives twice this amount, and the deputy chairman receives 1.5 times this amount. Attendance fees are not paid.

In the fiscal year 2023, the compensation system for DATA MODUL AG's Superviso-ry Board was applied in all aspects as set forth in section 8 para. 5 of the articles of association.

Supervisory Board compensation individually disclosed

The following chart presents the fixed and variable compensation components granted and/or due in the fiscal year 2023 to the Supervisory Board members, in-cluding their relative share, pursuant to section 162 AktG. The actual compensation includes the annual fixed compensation paid out in the fiscal year 2023.

Fixed compensation
in kEUR	in %
Kristin D. Russell	40	100
Total compensation	40	100
Rick Seidlitz	30	100
Total compensation	30	100
Eberhard Kurz	20	100
Total compensation	20	100
In total	90

Supervisory Board members are reimbursed for their expenses incurred in connec-tion with the performance of their office and for any value-added tax payable on their compensation.

Supervisory Board members do not receive loans from the Company.

• 3. D&O Insurance

  The Company provides D&O insurance for Group board members. The insurance covers personal liability in cases of pecuniary loss claims brought against insured persons in connection with the performance of their duties. The insurance policy for the fiscal year 2023 stipulates a deductible for the Executive Board member in line with the German Stock Corporation Act and German Corporate Governance Code.

• 4. Comparative chart of changes in compensation and company performance

  The following chart presents the annual change of the compensation granted and/or due to current and former Executive Board and Supervisory Board members, DATA MODUL AG's earnings performance and the compensation awarded to employees on a full-time equivalent basis, with the latter being based on the average wages and salaries of the employees of Group companies in Germany. In accordance with sec-tion 26j para. 2 sentence 2 EGAktG, the comparison presented begins with the fi-nancial year 2021.

2021 in kEUR	2022 in kEUR	2023 in kEUR	Δ in %
Executive Board	Dr. Florian Pesahl	636	642	809	26
Peter Hecktor	24	25	26	4
Supervisory Board	Kristin D. Russell (Chairwoman)	40	40	40	0
Rick Seidlitz (Deputy Chairman)	30	30	30	0
Eberhard Kurz	20	20	20	0
Employees	Average employee salary in Germany on full-time equivalent basis	56	58	60	3
Company performance	EBIT of DATA MODUL Group according to IFRS (in EUR million)	13	27	22	-18

For the Executive Board	For the Supervisory Board
Dr. Florian Pesahl	Kristin D. Russell
CEO	Chairwoman of the Supervisory
of DATA MODUL AG	Board
of DATA MODUL AG

Independent auditor's report

To DATA MODUL Aktiengesellschaft Produktion und Vertrieb von elektronischen Systemen, Munich

Audit opinion

We have formally audited the remuneration report of DATA MODUL Aktiengesell-schaft Produktion und Vertrieb von elektronischen Systemen, Munich for the finan-cial year from 1 January to 31 December 2023 to determine whether the disclo-sures pursuant to § 162 (1) and (2) German Stock Corporation Act (Aktiengesetz, AktG) have been presented in the remuneration report. In accordance with § 162 (3) AktG, we have not audited the content of the remuneration report.

According to our assessment, the enclosed remuneration report provides, in all ma-terial respects, the information required by § 162 (1) and (2) AktG. Our audit opin-ion does not cover the content of the remuneration report.

Basis for the audit opinion

We conducted our audit of the remuneration report in accordance with § 162 (3) AktG and in compliance with the IDW auditing standard: The audit of the remu-neration report (Die Prüfung des Vergütungsberichts) in accordance with § 162 (3) AktG (IDW PS 870 (09.2023)). Our responsibility pursuant to that provision and standard is further described in the section "Responsibility of the auditor" of our re-port.

As an auditing firm, we have applied the requirements of the International Standard on Quality Management (ISQM 1). We have complied with the professional duties pursuant to the German Auditors' Code (Wirtschaftsprüferordnung) and the profes-sional statutes for auditors/sworn auditors (Berufssatzung für Wirtschaftsprüfer/vereidigte Buchprüfer), including the requirements of independ-ence.

Responsibility of the management board and supervisory board

The management board and the supervisory board are responsible for the prepara-tion of the remuneration report, including the related disclosures, which complies with the requirements of § 162 AktG. Furthermore, they are responsible for the in-ternal controls that they determine are necessary to enable the compilation of a remuneration report, including the related disclosures, that is free from material misstatement, whether due to fraud or error.

Responsibility of the auditor

Our objective is to obtain reasonable assurance about whether the disclosures pur-suant to § 162 (1) and (2) AktG in the remuneration report have been made in all material respects, and to express an opinion thereon in a report.

We planned and performed our audit to obtain evidence about the formal com-pleteness of the remuneration report by comparing the disclosures made in the re-muneration report with the disclosures required by § 162 (1) and (2) AktG. In ac-cordance with § 162 (3) AktG, we have not audited the accuracy of the content of the disclosures, the completeness of the content of the individual disclosures or the adequate presentation of the remuneration report.

Dealing with any misleading representations

In connection with our audit, we have a responsibility to read the remuneration re-port, taking into account the knowledge gained from the audit of the financial statements, and to remain alert for indications as to whether the remuneration re-port contains misleading representations as to the accuracy of the content of the disclosures, the completeness of the content of the individual disclosures or the fair presentation of the remuneration report.

If, based on the work we have performed, we conclude that such misleading repre-sentation exists, we are required to report that fact. We have nothing to report in this regard.

Munich, 21 March 2024

Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft

Steuerberatungsgesellschaft

In the original German version signed by:

Helge Schäfer German Public AuditorChristian Schönhofer German Public Auditor