Jenoptik : Articles of association of JENOPTIK AG

Articles of Association of

JENOPTIK AG

Version with the changes adopted by

the Annual General Meeting on June 7, 2023

(convenience translation)

JENOPTIK AG

JENOPTIK AG	This is a translation of the original
07743 Jena · Germany	German-­language text. JENOPTIK AG shall
Carl-Zeiss-Strasse 1	not ­assume any liability for the correctness
	of this translation. In case of any inconsis-
[e-mail]	tency between the German and English
www.jenoptik.com	versions, the German version shall prevail.

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Articles of Association - as of June 2023

I. General provisions

§ 1 Company, registered office, and fiscal year

1. The company bears the name "JENOPTIK Aktiengesellschaft."
2. The company has its registered office in Jena.
3. The fiscal year is the calendar year.

§ 2 Scope of the company

1. The scope of the company is the directorship of a group of entities in the branches­
   of development, manufacture, distribution, and service of industrial products­ of all kinds, in particular optical, opto-electronic, mechatronic, and electro-­technical components, devices, and systems as well as the provision of other services related thereto.
2. The company can also work independent in the branches named in para. 1.
3. The company is entitled to carry out all transactions that are suitable to serve the purpose of the company directly or indirectly. It can acquire equivalent or similar entities domestically and abroad, participate in such entities indirectly or directly, assume the management and representation of other entities, found other entities, and establish branch offices domestically and abroad.

§ 3 Announcements, communication of information

1. The announcements of the company are published in the Federal Gazette (Bundes- anzeiger), provided that the law does not mandate another manner of publication.
2. The company may transmit information to the shareholders by means of remote data transmission, to the extent legally permissible.

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JENOPTIK AG

II. Share capital and shares

§ 4 Share capital

1. The company's share capital amounts to EUR 148,819,099.00 and is divided into 57,238,115 no-par value shares.
2. The shares shall be registered shares. Shareholders shall provide the company with the information required by law for entry in the share register.
3. There is no entitlement of the shareholder to securitize his/her shares. In the case of the issuance of share certificates, the Executive Board determines the form of the share certificates, the interim certificates, and the profit sharing and renewal certificates with the consent of the Supervisory Board.
4. In the case of issuance of new shares, the profit sharing may be regulated in
   deviation­ from § 60 AktG [Aktiengesetz (Stock Corporation Act)].
5. With the consent of the Supervisory Board, the Executive Board is authorized
   through­ June 6, 2026, to increase the share capital of the company by up to EUR 29,640,000.00 through one or multiple issues of new, no-par value shares against cash and/or contributions in kind ('Authorized Capital 2023'). The authorization may be exercised in whole or in part, i.e., on a one-off or repeated basis. Share­ holders shall in principle be granted subscription rights. The new shares may also be underwritten by credit institutions or enterprises within the meaning of §186 para 5 sent. 1 AktG with the obligation to offer them to shareholders (indirect subscription right).
   With the consent of the Supervisory Board, the Executive Board is authorized to exclude the subscription rights of shareholders:
6. 1. for fractional amounts;
   2. for capital increases in return for contributions in kind, in particular also within the framework of corporate mergers or the acquisition of entities, parts of
      entities,­ or investments in entities (including increasing the existing share of
      ownership),­or other assets eligible for contribution in conjunction with such an intended acquisition, as well as claims against the company or its affiliated companies in which it holds a majority interest;

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Articles of Association - as of June 2023

1. for capital increases in return for cash contributions, under the condition that the percentage of any new shares of the share capital does not in total exceed 10 percent of the share capital at the time the authorized capital is registered or in total 10 percent of the share capital at the time the new shares are issued, taking into consideration resolutions of the Annual General Meeting or the use of other authorizations to preclude subscription rights in a direct or correspond­ ing application of §186 para 3 sent. 4 AktG since the effective date of this
   authorization­and the issue price of the new shares is not to be substantially
   lower­ than the stock market price;
2. for the issue of new shares to employees of the company and/or managers of affiliated companies in which the company holds a majority interest, and their employees.

All of the aforementioned authorizations to exclude subscription rights from the Authorized Capital 2023 are limited to a total of 10 percent of the share capital available at the time this authorization becomes effective - or, if this value is lower

• to 10 percent of the share capital at the time this authorization is exercised. This limit of 10 percent includes shares that (i) are sold to service options and/or
  convertible­ bonds that were issued or may still be issued during the term of the Authorized Capital 2023 under exclusion of subscription rights or (ii) are sold or used by the company as treasury shares during the term of the Authorized Capital 2023 under exclusion of subscription rights.

Decisions on the details of the issue of new shares, in particular their conditions and the content of rights of the new shares, are taken by the Executive Board, with the consent of the Supervisory Board.

1. The share capital of the company is conditionally increased by up to EUR 14,950,000.00 through the issue of up to 5,750,000 new no-par value shares ("Conditional Capital 2021"). The Conditional Capital increase will be implemented only to the extent that:
2. • creditors or holders of options and/or conversion rights arising from options and/or convertible bonds issued by the company, or by a domestic and/or
     foreign­ corporation in which the company either directly or indirectly holds a majority interest, make use of their options and/or conversion rights by June 8, 2026 as resolved by the shareholders in their Annual General Meeting resolution dated June 9, 2021, and/or

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