Jenoptik : Notice of the 2021 Annual General Meeting, including agenda

JENOPTIK Aktiengesellschaft

Jena

- ISIN DE000A2NB601 -

- WKN A2NB60 -

(Convenience translation)

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Invitation to the virtual Annual General Meeting

We hereby invite our shareholders to attend the virtual Annual General Meeting, i.e., without the physical presence of the shareholders or their proxies, to be held on

Wednesday, June 9, 2021, at 11:00 hours (CEST),

and hereby set out the agenda and proposed resolutions.

The Annual General Meeting will be broadcast live for our shareholders on the password- protected shareholder portal at www.jenoptik.com/investors/annual-general-meeting.Shareholders or their proxies may only exercise their voting rights by means of an postal vote or an authorization with instructions to the company's appointed proxies. The venue of the virtual Annual General Meeting is the company's registered office at Carl-Zeiß-Straße 1, D-07743 Jena. Please note that the virtual Annual General Meeting cannot be attended in person.

I. Agenda

1. Presentation of the adopted Annual Financial Statements, the Consolidated Financial Statements approved by the Supervisory Board, the Combined Management Report for JENOPTIK AG and the Group, the Supervisory Board report, the proposal put forward by the Executive Board regarding the appropriation of accumulated profits, and the Executive Board's explanatory report pursuant to Section 289a of the

Commercial Code (HGB) and Section 315a HGB for the 2020 fiscal year.

The above-mentioned documents, including the Corporate Governance Statement, can be viewed on our website at www.jenoptik.com/investors/annual-general-meeting. The documents will also be available there during the virtual Annual General Meeting on June 9, 2021. Pursuant to statutory provisions, no resolution will be passed with regard to agenda item 1, as the Supervisory Board has already approved the Consolidated and Annual Financial Statements, and the Annual Financial Statements have therefore been adopted pursuant to Section 172(1) AktG.

2. Resolution on the appropriation of accumulated profits for the 2020 fiscal year

The Executive Board and the Supervisory Board propose that the accumulated profits for the 2020 fiscal year, in the amount of 67,161,476.79 euros, be appropriated as follows:

Payment of a dividend of 0.25 euros per dividend-bearing share

with 57,238,115 dividend-bearing shares	EUR	14,309,528.75
Allocation to revenue reserves	EUR	22,851,948.04
Profit carryforward	EUR	30,000,000.00

If the number of dividend-bearing shares changes prior to the virtual Annual General

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Meeting, an adjusted proposal for the appropriation of profits will be submitted to the Annual General Meeting with an unchanged dividend payment of 0.25 euros per dividend-bearing share.

If the proposed resolution is accepted, the following will apply to payment of the dividend: since, as in prior years, the dividend will be paid in full from the tax deposit account pursuant to Section 27of the Corporate Income Tax Act (KStG), the payment will be made without deduction of capital gains tax or the solidarity surcharge. The dividend does not entitle recipients to a tax refund or tax credit.

Pursuant to Section 58(4)(2) AktG, the dividend is due and will be paid on the third business day following the resolution at the Annual General Meeting, i.e., on June 14, 2021.

1. Approval of the Executive Board's acts for the 2020 fiscal year
   The Executive Board and the Supervisory Board submit a proposal that approval be given to the activities of the Executive Board for the fiscal year ending on December 31, 2020.
2. Approval of the Supervisory Board's acts for the 2020 fiscal year
   The Executive Board and the Supervisory Board submit a proposal that approval be given to the activities of the Supervisory Board for the fiscal year ending on December 31, 2020.
3. Appointment of auditor and Group auditor for the 2021 fiscal year
   Based on the recommendation made by the Audit Committee to this effect, the
   Supervisory Board proposes that Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, be appointed auditor and Group auditor for the fiscal year from January 1 through December 31, 2021.
   The Audit Committee declares that its recommendation was made without any undue influence by third parties and that it has not been restricted with regard to its selection of an auditor.
4. Resolution on the approval of the remuneration system for Executive Board members
   In accordance with Section 120a AktG, as amended by the Act Implementing the
   Second Shareholder Rights Directive ("ARUG II"), the Annual General Meeting of listed companies shall pass resolution on the approval of the remuneration system for Executive Board members submitted by the Supervisory Board both whenever there is a significant change and at least once every four years. In accordance with Section 26j(1) of the Introductory Act to the Stock Corporation Act (AktG), first-time application of these provisions is planned for Annual General Meetings convened after December 31, 2020.
   The JENOPTIK AG Annual General Meeting most recently passed a resolution on the system for the remuneration of Executive Board members on June 5, 2018. Following preparatory work by the Personnel Committee, the Supervisory Board discussed the

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further development of this remuneration system and on March 24, 2021 adopted an adjusted remuneration system that takes into account both the requirements of ARUG

1. and the recommendations of the German Corporate Governance Code ("2021 remuneration system").

The 2021 remuneration system is set out in section II, "Remuneration System for Executive Board Members." Information on the remuneration system can also be found online at www.jenoptik.com/investors/annual-general-meeting.

Based on the recommendation of the Personnel Committee, the Supervisory Board proposes that the 2021 remuneration system for the members of the executive board be approved.

7. Resolution on the confirmation of the remuneration and resolution on the remuneration system for Supervisory Board members

Section 113(3) AktG has also been amended as a result of ARUG II. In accordance with Section 113(3)(1) and (2) AktG, the Annual General Meeting of listed companies resolves on the remuneration for Supervisory Board members at least once every four years. Its deliberations and vote may confirm the existing remuneration.

Current remuneration for the company's Supervisory Board is governed by Section 19 of the Articles of Association and was approved by the Annual General Meeting on June 7, 2017. In accordance with Section 19 of the Articles of Association, Supervisory Board members are entitled to purely fixed remuneration and an attendance fee. The amount of the (fixed) remuneration for members of the Supervisory Board is based on the duties each member performs on the Supervisory Board or its committees.

The Executive Board and Supervisory Board are of the opinion that the remuneration for the members of the Supervisory Board set out in Section 19 of the Articles of Association is still appropriate in terms of its amount and structure and should therefore be retained unchanged. The existing remuneration arrangements also comply in particular with Recommendation G.17 and Suggestion G.18 of the German Corporate Governance Code.

The remuneration for Supervisory Board members set out in Section 19 of the Articles of Association and the disclosures pursuant to Section 113(3)(3), 87a(1)(2) AktG are set out in section III, "Remuneration for Supervisory Board Members".

The Executive Board and Supervisory Board propose that the remuneration for members of the Supervisory Board set out in section III. including the system in Section

19 of the company's Articles of Association on which this remuneration is based, be approved.

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8. Resolution on the cancellation of the existing authorization and creation of a new authorization to issue warrants and/or convertible bonds, on the cancellation of the existing 2017 conditional capital and the creation of a new 2021 conditional capital, and corresponding amendment of the Articles of Association

The authorization granted by the Annual General Meeting on June 7, 2017 to issue warrants and/or convertible bonds with a maximum total nominal value of EUR 250,000,000.00, which has not yet been used, will expire on June 6, 2022 and thus probably before the next Annual General Meeting. In order to maintain this option for the company to finance its business and raise capital in the future, a new authorization to issue warrants and/or convertible bonds, to exclude subscription rights, and to create new 2021 conditional capital to service the warrant and/or conversion rights shall be resolved in good time, canceling the existing authorization and the existing 2017 conditional capital. The new authorization and the new 2021 conditional capital shall essentially correspond to the previous requirements in terms of structure and scope. Under the proposed new authorization, the company will be able to issue warrants and/or convertible bonds with a maximum total nominal value of EUR 300,000,000.00 (previously EUR 250,000,000.00), whereby the amount of conditional capital to be approved for servicing is to be reduced from 11 million shares to 5,750,000 shares (corresponding to around 10 percent of the current share capital of the company). The increase in the authorization to a total nominal value of 300,000,000.00 euros reflects the need to take sufficient account of possible future share price increases and any conversion premium.

For the purpose of protecting shareholders against a dilution of their shares, the proposed resolution expressly provides for a restriction of this company authorization to issue warrants and/or convertible bonds with the exclusion of subscription rights in such a way that, assuming exercise of the convertible or warrant right, shares amounting to a maximum total of 10 percent of the company's share capital may be issued. Shares issued or sold during the term of this authorization on the basis of other authorizations with the exclusion of subscription rights are also to be counted toward this maximum limit of 10 percent.

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

1. Cancellation of the existing authorization to issue warrants and/or convertible bonds

The authorization to issue warrants and/or convertible bonds approved by the Annual General Meeting of June 7, 2017 in agenda item 8 shall be canceled with effect for the future as of entry of the amendment to the Articles of Association proposed under c) in the Commercial Register.

1. Authorization to issue warrants and/or convertible bonds
   (1) Scope, term, issuer

With effect from entry of the amendment to the Articles of Association proposed under c) in the Commercial Register, the Executive Board is authorized, with the