KPS : Invitation and Agenda AGM 2024

(voluntary and non-binding convenience translation)

KPS AG

Unterföhring

ISIN DE000A1A6V48

(Old shares)

SPECIAL ISIN DE000A4BGGZ9

(New shares)

Unique identifier of the event: 46539ecd0798ee11b52d00505696f23c

Invitation to the Annual General Meeting

We hereby issue an invitation to our shareholders to the ordinary Annual General Meeting to be

held

on 10 May 2024 at 11:00 a.m. (CEST),

at the MACE Restaurant & Speisesyndikat, Beta-Straße 10 E, 85774 Unterföhring, Germany.

I.

Agenda

1. Presentation of the approved annual financial statements and the management report for KPS AG including the explanatory report of the Executive Board on the disclosures pursuant to Section 289a of the German Commercial Code (HGB) as at 30 September 2023 and the approved consolidated financial statements and the Group management report for KPS AG and the Group as at 30 September 2023 including the explanatory report of the Executive Board on the disclosures pursuant to Section 315a HGB as at 30 September 2023 and presentation of the report of the Supervisory Board for the financial year 2022/2023

The aforementioned documents will be explained in more detail at the Annual General Meeting by the Executive Board and - as far as the report of the Supervisory Board is concerned - by the Supervisory Board. In accordance with the statutory provisions, no resolution is planned for this agenda item, as the Supervisory Board already approved the annual and consolidated financial statements on 6 March 2024 and the annual financial statements have thus been adopted.

(voluntary and non-binding convenience translation)

From the date on which the Annual General Meeting is convened, the aforementioned documents are available on our website at

https://kps.com/de/de/company/investor-relations/general-meetings/2024.html

accessible.

1. Resolution on the appropriation of the balance sheet profit of KPS AG
   The Executive Board and Supervisory Board propose that the net profit of KPS AG for the financial year 2022/2023 amounting to EUR 28,126,024.17 be carried forward in full to new account.
2. Resolution on the discharge of the members of the Executive Board for the for the financial year 2022/2023
   The Executive Board and Supervisory Board propose that the sole Executive Board member in office in the financial year 2022/2023 be discharged from liability for this period.
3. Resolution on the discharge of the members of the Supervisory Board for the financial year 2022/2023
   The Executive Board and Supervisory Board propose that the actions of the members of the Supervisory Board in office in the financial year 2022/2023 be ratified for this period.
   It is intended to allow the Annual General Meeting to decide on the discharge of the Members of the Supervisory Board by way of one individual vote.
4. Resolution on the appointment of the auditor and Group auditor for the financial year 2023/2024 and the auditor for any audit review of interim reports or financial information
   On the recommendation of its Audit Committee (with the same members), the Supervisory Board proposes that Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Düsseldorf, as the auditor and group auditor for the financial year 2023/2024 and as the auditor for any review of the half-year financial report and additional interim financial information within the meaning of Section 115 of the German Securities Trading Act (WpHG) for the financial year 2023/2024, as well as the auditor for any review of interim financial information for the 2024/2025 financial year until the next Annual General Meeting in 2025, if such interim reports or financial information are to be subject to an audit review.
   The audit committee has declared that its recommendation is free from undue influence by third parties and that it has not been imposed any clause limiting the choice options within the meaning of Article 16(6) of Regulation (EU) No 537/2014.
5. Resolution on the approval of the remuneration report
   Pursuant to Section 162 German Stock Corporation Act (AktG), the Executive Board and Supervisory Board must prepare a remuneration report and submit it to the Annual General Meeting for approval in accordance with Section 120a para. 4 AktG. The remuneration report of KPS AG for the financial year 2022/2023 prepared in accordance with this requirement was audited by the auditor pursuant to Section 162 para. 3 AktG to determine

(voluntary and non-binding convenience translation)

whether the legally required disclosures pursuant to Section 162 para. 1 and 2 AktG were made. The report on the audit of the remuneration report is attached to the remuneration report.

The Executive Board and Supervisory Board propose that the audited remuneration report for the financial year 2022/2023, prepared in accordance with Section 162 AktG, be approved.

The remuneration report for the financial year 2022/2023 is shown in Section II. 1 together with the audit opinion.

7. Resolution on the authorisation to acquire and use treasury shares with the possible exclusion of subscription rights and any tender rights as well as the possibility of redeeming treasury shares and reducing the share capital, cancelling the existing authorisation of 21 May 2021

The Annual General Meeting on 21 May 2021 resolved an authorisation to acquire and use treasury shares with the possible exclusion of subscription rights and any tender rights as well as the possibility of redeeming treasury shares and reducing the share capital. This authorisation has not yet been utilised. In order to maintain the greatest possible flexibility in terms of time, the existing authorisation to acquire and use treasury shares is to be cancelled and replaced by a new authorisation with essentially the same content. The new authorisation shall again be limited to five years, i.e. until 9 May 2029 (inclusive).

The Executive Board and Supervisory Board propose the following resolution:

1. The Executive Board is authorised until 9 May 2029 (inclusive) to acquire treasury shares of the company with a proportionate amount of the share capital of up to 10% of the share capital existing at the time of the resolution or - if this value is lower - of the share capital existing at the time of the exercise of this authorisation for any permissible purpose. The authorisation to acquire treasury shares granted by the company's Annual General Meeting on 21 May 2021 under agenda item 8 is revoked for the period from the date on which the new authorisation takes effect. The shares acquired on the basis of this authorisation, together with other shares in the company that the company has already acquired and still holds or that are attributable to it in accordance with Section 71d and Section 71e AktG, may not exceed 10% of the company's share capital at any time. Furthermore, the requirements of Section 71 para. 2 sentences 2 and 3 AktG must be observed. The authorisation may not be used for the purpose of trading in treasury shares.
2. The acquisition takes place via the stock exchange (lit. aa) below) or by means of a public purchase offer addressed to all shareholders (lit. bb) below). Offers pursuant to lit. bb) may also be made by means of a public invitation to all shareholders to submit offers.
3. 1. If the shares are acquired via the stock exchange, the purchase price per share paid by the company (excluding ancillary acquisition costs) may not be more than 10% higher or lower than the arithmetic mean of the closing prices for the company's shares in the Xetra electronic trading system of the Frankfurt Stock Exchange (or a comparable successor system) on the last five trading days prior to the obligation to purchase.
   2. If the acquisition is made by means of a public purchase offer, a specific purchase price or a purchase price range may be determined. The purchase price per share paid by the company (excluding incidental acquisition costs)

(voluntary and non-binding convenience translation)

may not be more than 10% higher or lower than the arithmetic mean of the closing prices for the company's shares in the Xetra electronic trading system of the Frankfurt Stock Exchange (or a comparable successor system) on the 9th, 8th, 7th, 6th and 5th trading day prior to the date of publication of the offer or the invitation to submit offers. If there are significant deviations from the relevant reference price after the publication of a public purchase offer, the purchase price or the purchase price range may be adjusted. In this case, the closing price in the electronic trading system Xetra of the Frankfurt Stock Exchange (or a comparable successor system) on the last trading day prior to the public announcement of any adjustment will be used as a basis.

The volume of the public purchase offer can be limited. If the volume of shares offered in a public purchase offer exceeds the existing buyback volume, acceptance must be in proportion to the shares offered in each case; the right of shareholders to tender their shares in proportion to their shareholding is excluded in this respect. In addition, preferential acceptance of small numbers of shares (up to 100 shares tendered per shareholder) and rounding in accordance with commercial principles to avoid fractions of shares may be provided for, with the partial exclusion of any right to tender. The public purchase offer may provide for further conditions.

1. The Executive Board is authorised to use the treasury shares acquired on the basis of this authorisation for all legally permissible purposes, in particular also as follows:
2. 1. The shares may be sold (i) on the stock exchange or (ii) by means of an offer to all shareholders.
   2. The shares may also be sold in a manner other than via the stock exchange or by means of an offer to shareholders, provided that the shares are sold for cash and at a price (excluding ancillary costs of realisation) that is not significantly lower than the stock exchange price of the company's shares at the time of sale. However, this authorisation only applies subject to the proviso that the shares sold with the exclusion of subscription rights in accordance with Section 186 para. 3 sentence 4 AktG may not exceed a total of 20% of the share capital, either at the time this authorisation comes into effect or at the time it is exercised. Shares issued during the term of this authorisation from authorised capital with the exclusion of subscription rights in accordance with Section 186 para. 3 sentence 4 AktG are to be counted towards this limit. Furthermore, shares issued to service bonds (including profit participation rights) with conversion and/or option rights or a conversion and/or option obligation are to be counted towards this limit, provided that the bonds or profit participation rights are issued during the term of the authorisation with the exclusion of subscription rights in accordance with Section 186 para. 3 sentence 4 AktG.
   3. The shares may be offered to and transferred to third parties in return for non-cash contributions, in particular as part of business combinations or for the purpose of (also indirect) acquisition of companies, parts of companies, interests in other companies or other assets or claims to the acquisition of assets or as part of the implementation of a dividend in kind/elective dividend.
   4. The shares can be used to service share option rights issued by the company to members of the company's Executive Board, members of the

(voluntary and non-binding convenience translation)

management of affiliated companies and selected employees below Executive Board level of the company and below the management of affiliated companies on the basis of the 2024 share option programme submitted to the Annual General Meeting on 10 May 2024 for resolution under agenda item 9 with treasury shares in the company. Please refer to the information pursuant to Section 193 para. 2 no. 4 AktG in the proposed resolution on agenda item 9.

1. 1. The shares may be used to fulfil conversion or option rights granted by the company or a Group company when issuing bonds (including profit participation rights) in the future, or to fulfil conversion or option obligations arising from bonds (or profit participation rights) issued by the company or a Group company in the future.
   2. The shares can be cancelled without the cancellation or its implementation requiring a further resolution by the Annual General Meeting. The cancellation leads to a reduction in the share capital by the proportion attributable to the cancelled shares. By way of derogation from this, the Executive Board may determine that the share capital remains unchanged upon redemption and that the proportion of the share capital accounted for by the shares not redeemed increases accordingly instead; in this case, the Executive Board is authorised to adjust the number of no-par value shares in the Articles of Association.
   3. The shares may be used in connection with share-based remuneration or employee share programmes of the company or companies dependent on it or majority-owned by it and may be issued to persons who are or were employed by the company or a company dependent on it or majority-owned by it. In particular, they may be offered, promised and transferred to the aforementioned persons for purchase, whether for consideration or free of charge, whereby the employment relationship must exist at the time of the offer, promise or transfer.
2. The above authorisations under c) also include shares acquired by dependent companies within the meaning of Section 17 AktG or companies majority-owned by the company within the meaning of Section 16 AktG or by third parties acting for their account or for the account of the company or in accordance with Section 71d sentence 5 AktG.
3. The above authorisations may be used in whole or in part, once or several times, for one or more purposes by the company and, with the exception of the authorisation under c) ff), also by dependent companies within the meaning of Section 17 AktG or companies majority-owned by the company within the meaning of Section 16 AktG or by third parties acting for their account or for the account of the company.
4. Shareholders' subscription rights are excluded to the extent that the shares are sold on the stock exchange or used in accordance with the above authorisations under
5. 1. bb) to c) ee) and c) gg). In addition, the Executive Board may exclude shareholders' subscription rights for fractional amounts if the shares are sold by way of an offer to all shareholders.
6. Utilisation of the authorisations under c) aa) to c) ee) and c) gg) requires the approval of the Supervisory Board.

(voluntary and non-binding convenience translation)

8. Resolution on the cancellation of the existing authorised capital 2021 and on the creation of new authorised capital 2024 with the possibility of excluding subscription rights as well as the amendment of the Articles of Association

The company's Articles of Association originally contained authorised capital 2021 in Section 5 para. 4, which authorised the Executive Board to increase the company's share capital with the approval of the Supervisory Board by up to a nominal amount of EUR 18,706,050.00 in return for cash and/or non-cash contributions by issuing up to 18,706,050 new no-par value registered shares (no-par value shares) on one or more occasions until 20 May 2026 (authorised capital 2021). The Executive Board made partial use of this authorisation and, with the approval of the Supervisory Board, resolved a capital increase of EUR 3,741,200.00 to EUR 41,153,300.00, the implementation of which was entered in the commercial register on 18 March 2024. Following this partial utilisation, the authorised capital 2021 currently amounts to EUR 14,964,850.00. The unused amount of the authorised capital 2021 is to be cancelled and replaced by new authorised capital 2024 in order to give the Executive Board the opportunity to quickly and flexibly strengthen the company's equity base for the maximum statutory term of five years.

The Executive Board and Supervisory Board propose the following resolution:

1. The authorisation for authorised capital 2021 resolved by the Annual General Meeting on 21 May 2021 in accordance with Section 5 para. 4 of the Articles of Association is cancelled to the extent not yet utilised with effect from the date of entry in the commercial register of the new authorised capital 2024 to be resolved below under b) and c).
2. The Executive Board is authorised, with the approval of the Supervisory Board, to increase the company's share capital in the period up to and including 9 May 2029 by a nominal amount of up to EUR 20,576,650.00 by issuing up to 20,576,650 new no-par value registered shares in return for cash and/or non-cash contributions on one or more occasions (authorised capital 2024).

In principle, shareholders must be granted subscription rights. The subscription right can also be granted indirectly by the shares being taken over by one or more banks or equivalent companies in accordance with Section 186 para. 5 sentence 1 AktG with the obligation to offer them to the shareholders for subscription.

However, the Executive Board is authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights in the following cases:

1. to exclude fractional amounts from the subscription right;
2. in the case of cash capital increases, provided that the issue price of the new shares is not significantly lower than the stock market price of the company's shares already listed at the time of the final determination of the issue price, which should take place as close as possible to the placement of the shares, and the calculated proportion of the share capital attributable to the shares issued with the exclusion of subscription rights in accordance with Section 186 pata. 3 sentence 4 AktG does not exceed a total of 20% of the share capital, either at the time this authorisation becomes effective or at the time it is exercised. Shares that are sold or issued during the term of this authorisation on the basis of other authorisations in direct or analogous application of Section 186 para. 3 sentence 4 AktG with the exclusion of subscription rights are to be counted towards this limit. Furthermore, shares issued to service bonds (including profit participation rights) with conversion

(voluntary and non-binding convenience translation)

and/or option rights or a conversion and/or option obligation are to be counted towards this limit, provided that the bonds or profit participation rights are issued during the term of this authorisation with the exclusion of subscription rights in corresponding application of Section 186 para. 3 sentence 4 AktG;

1. in the case of capital increases against contributions in kind, in particular as part of business combinations or for the purpose of (also indirect) acquisition of companies, parts of companies, interests in other companies or other assets or claims to the acquisition of assets or as part of the realisation of a dividend in kind/elective dividend;
2. in the case of cash capital increases, insofar as it is necessary to grant holders of bonds or profit participation rights with conversion and/or option rights or conversion and/or option obligations issued by the company or by Group companies in which the company holds a direct or indirect majority interest a subscription right to new shares in the company to the extent to which they would be entitled after exercising the option or conversion right or fulfilling the option or conversion obligation or after exercising a right of substitution of the company as a shareholder;
3. in the case of cash capital increases for the purpose of issuing shares to employees and members of the Executive Board of the company as well as to employees and members of the management of its dependent companies or companies in which the company holds a majority interest as part of share-based remuneration or employee share programmes, provided that the calculated proportion of the share capital attributable to the shares issued with the exclusion of subscription rights does not exceed a total of 10% of the share capital, either at the time this authorisation becomes effective or at the time it is exercised. The shares can be issued to employees in such a way that the contribution to be made to them is covered by the portion of the net profit for the year that the Executive Board and Supervisory Board could allocate to other revenue reserves in accordance with Section 58 (2) AktG. If shares are to be granted to members of the company's Executive Board, this is decided by the company's Supervisory Board.

The Executive Board is authorised, with the approval of the Supervisory Board, to determine the further details of the implementation of capital increases from the authorised capital 2024. The Supervisory Board is authorised to amend the wording of the Articles of Association following the full or partial implementation of the increase in share capital from the authorised capital 2024.

1. Section 5 para. 4 of the Articles of Association is revised as follows:

"4. The Executive Board is authorised, with the approval of the Supervisory Board, to increase the company's share capital in the period up to and including 9 May 2029 by up to a nominal amount of EUR 20,576,650.00 by issuing up to 20,576,650 new no-par value registered shares against cash and/or non-cash contributions on one or more occasions (authorised capital 2024).

In principle, shareholders must be granted subscription rights. The subscription right can also be granted indirectly by the shares being taken over by one or more banks or equivalent companies in accordance with

(voluntary and non-binding convenience translation)

Section 186 para. 5 sentence 1 AktG with the obligation to offer them to the shareholders for subscription.

However, the Executive Board is authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights in the following cases:

1. to exclude fractional amounts from the subscription right;
2. in the case of cash capital increases, provided that the issue price of the new shares is not significantly lower than the stock market price of the company's shares already listed at the time of the final determination of the issue price, which should take place as close as possible to the placement of the shares, and the calculated proportion of the share capital attributable to the shares issued with the exclusion of subscription rights in accordance with Section 186 para. 3 sentence 4 AktG does not exceed a total of 20% of the share capital, either at the time this authorisation becomes effective or at the time it is exercised. Shares that are sold or issued during the term of this authorisation on the basis of other authorisations in direct or analogous application of Section 186 para. 3 sentence 4 AktG with the exclusion of subscription rights are to be counted towards this limit. Furthermore, shares issued to service bonds (including profit participation rights) with conversion and/or option rights or a conversion and/or option obligation are to be counted towards this limit, provided that the bonds or profit participation rights are issued during the term of this authorisation with the exclusion of subscription rights in corresponding application of Section 186 para. 3 sentence 4 AktG;
3. in the case of capital increases against contributions in kind, in particular in the context of business combinations or for the purpose of the (also indirect) acquisition of companies, parts of companies, interests in other companies or other assets or claims to the acquisition of assets or in the context of the realisation of a dividend in kind/elective dividend;
4. in the case of cash capital increases, insofar as it is necessary to grant holders of bonds or profit participation rights with conversion and/or option rights or conversion and/or option obligations issued by the company or by Group companies in which the company directly or indirectly holds a majority interest a subscription right to new shares in the company to the extent to which they would be entitled after exercising the option or conversion right or fulfilling the option or conversion obligation or after exercising a right of substitution of the company as a shareholder;
5. in the case of cash capital increases for the purpose of issuing shares to employees and members of the Executive Board of the company and to employees and members of the management of its dependent companies or companies in which the company holds a majority interest as part of share-based remuneration or employee share programmes, insofar as the calculated proportion of the share capital attributable to the shares issued with the exclusion of subscription rights does not exceed a total of 10% of the share capital, either at the time this authorisation becomes effective or at the time it is exercised. The shares can be issued to employees in such a way that the contribution to be made to them is covered by

(voluntary and non-binding convenience translation)

the portion of the net profit for the year that the Executive Board and Supervisory Board could allocate to other revenue reserves in accordance with Section 58 para. 2 AktG. If shares are to be granted to members of the company's Executive Board, this is decided by the company's Supervisory Board.

The Executive Board is authorised, with the approval of the Supervisory Board, to determine the further details of the implementation of capital increases from the authorised capital 2024. The Supervisory Board is authorised to amend the wording of the Articles of Association following the full or partial implementation of the increase in share capital from the authorised capital 2024."

9. Resolution on the cancellation of the existing authorisation to issue share options (2020 share option programme) and the associated conditional capital 2020 I, a new authorisation to issue share options to members of the company's Executive Board, members of the management of affiliated companies and selected employees below Executive Board level of the company and below the management of affiliated companies (2024 share option programme), on the creation of conditional capital 2024 I in the amount of up to EUR 4,115,330.00 to service the share options and corresponding amendment to the Articles of Association

At the Annual General Meeting on 25 September 2020, the company resolved a share option programme 2020, according to which the Executive Board was authorised, with the approval of the Supervisory Board, to grant up to 2,000,000 subscription rights ("share option rights") for up to 2,000,000 no-par value registered shares in the company as part of the share option programme 2020 in the period up to and including 24 September 2025. No use has yet been made of this authorisation; share option rights have not yet been issued. In order to enable the management to continue to issue share option rights quickly and flexibly to members of the company's Executive Board and the management of affiliated companies and to selected employees below the Executive Board level of the company and below the management of affiliated companies for the legally permissible maximum term of five years, the 2020 share option programme is to be replaced by a new 2024 share option programme. The content of the 2024 share option programme proposed below under b) essentially corresponds to the 2020 share option programme resolved at the Annual General Meeting on 25 September 2020, with the exception of the now increased volume.

The programme serves as a targeted incentive for the programme participants and at the same time is intended to achieve a binding effect of the participants on the KPS Group. The performance targets are based on a multi-year assessment basis and are in line with the legal requirements of the German Stock Corporation Act and the German Corporate Governance Code.

Section 5 para. 5 of the company's Articles of Association contains conditional capital 2020 I, according to which the company's share capital is conditionally increased by up to EUR 2,000,000 by issuing up to 2,000,000 no-par value registered shares. Conditional Capital 2020 I serves exclusively to grant rights to the holders of share option rights from the 2020 share option programme. Due to the planned cancellation of the 2020 share option programme and the resolution on a new 2024 share option programme, Conditional Capital 2020 I is to be replaced by new Conditional Capital 2024 I.

The contingent capital 2024 I intended for the implementation of the 2024 share option programme and the associated exclusion of subscription rights is within the statutory limit of a maximum of 20% of the share capital at the time of the resolution and amounts to 10% of the share capital in the present case.

(voluntary and non-binding convenience translation)

The Executive Board and Supervisory Board propose the following resolution:

1. Cancellation of the 2020 share option programme
   The authorisation to issue share option rights (2020 share option programme) resolved by the Annual General Meeting on 25 September 2020 and the contingent capital 2020 I resolved by the Annual General Meeting on 25 September 2020 in accordance with Article 5 para. 5 of the Articles of Association will be cancelled in full with effect from the date of entry in the commercial register of the new contingent capital 2024 I to be resolved below under c) and d).
2. Share option programme 2024
   The Executive Board is authorised, with the approval of the Supervisory Board, to grant up to 4,115,330 subscription rights ("share option rights") for up to 4,115,330 no-par value registered shares in the company as part of the 2024 share option programme in the period up to and including 9 May 2029. Only the Supervisory Board is authorised to grant share option rights to members of the company's Executive Board in accordance with the following provisions.
   The issue of the share option rights and the shares to service the share option rights after they have been exercised is subject to the following key points:

1. Share option right

Each share option right grants the right to acquire one registered no-par value share in the company with a pro rata amount of the share capital of EUR 1.00 per share in accordance with the share option conditions in return for payment of the relevant exercise price specified under ff).

The share option conditions may stipulate that the company may choose to grant the beneficiaries treasury shares or a cash payment instead of new shares from conditional capital to service the share option rights. If the beneficiaries are members of the company's Executive Board, the Supervisory Board must decide on this. The acquisition of treasury shares for the alternative fulfilment of the share option rights must comply with the statutory requirements; this resolution does not authorise the acquisition of treasury shares. The cash payment results from the difference between the exercise price and the exercise price.

The exercise rate corresponds to the average closing price (arithmetic mean) of the company's shares in the Xetra electronic trading system of the Frankfurt Stock Exchange (or a comparable successor system) on the last five trading days prior to the date on which the share option rights are exercised ("exercise rate").

The new shares participate in profits from the beginning of the financial year for which the Annual General Meeting has not yet passed a resolution on the appropriation of net profit at the time the new shares are issued.

The share option rights have a maximum term of seven years from the date of their respective issue ("maximum term") and expire without compensation thereafter.