OboTech Acquisition : General Meeting Convening Notice

OboTech Acquisition SE

Société Européenne

Registered office: 9, rue de Bitbourg

L-1273 Luxembourg R.C.S. Luxembourg B 252966

(the "Company")

Convening notice to the extraordinary general meeting of the shareholders of the Company

The extraordinary general meeting of the shareholders of the Company (the "General Meeting") is to be held on 5 June 2023 at 9.00 am CEST at Arendt & Medernach SA, 41A avenue JF Kennedy L-2082 Luxembourg, Grand Duchy of Luxembourg.

1. 1. AGENDA FOR THE GENERAL MEETING
2. Presentation of the combined consolidated management report of the board of directors of the Company and of the report of the independent auditor (réviseur d'entreprises agréé) on the Company's consolidated accounts for the financial year ended 2022 and on the Company's annual accounts for the financial year ended 31 December 2022.
3. Approval of the Company's consolidated accounts for the financial year ended 31 December 2022.
4. Approval of the Company's annual accounts for the financial year ended 31 December 2022.
5. Acknowledgement of the result of the Company made for the financial year ended 31 December 2022 and allocation of the results of the Company for the financial year ended 31 December 2022.
6. Granting of discharge (quitus) to Mr. Lars Wittan, member of the board of directors of the Company, for the exercise of his mandate during the financial year ended 31 December 2022.
7. Granting of discharge (quitus) to Mr. Richard Kohl, member of the board of directors of the Company, for the exercise of his mandate during the financial year ended 31 December 2022.
8. Granting of discharge (quitus) to Mr. Benjamin Barnett, member of the board of directors of the Company, for the exercise of his mandate during the financial year ended 31 December 2022.
9. Granting of discharge (quitus) to Mr. Rolf Elgeti, member of the board of directors of the Company, for the exercise of his mandate during the financial year ended 31 December 2022.
10. Acknowledgment of the redemption of all outstanding class A shares as decided by the board of directors of the Company and effective immediately prior to opening of liquidation.
11. Approval of the opening of the liquidation and dissolution of the Company, effective immediately after the redemption of all outstanding class A shares of the Company.

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11. Appointment of the liquidators and determination of their powers and duties, effective immediately after the redemption of all outstanding class A shares of the Company.

1. 1. PARTICIPATION IN THE GENERAL MEETING
2. Record date
   The rights of a shareholder to participate in the General Meeting and to vote shall be determined with respect to the shares held by that shareholder on 21 May 2023 at 24:00 o'clock (midnight) CEST (the "Record Date"). Any transferee having become owner of any shares after the Record Date has no right to vote at the General Meeting.
   Shareholders whose shares are held in book-entry form through the operator of a securities settlement system or with a professional depositary or sub-depositary designated by such depositary must request from their account bank or custodian a certificate certifying the number of shares recorded in their account on the Record Date (the "Proof of Holding Form"). To participate in and vote at the General Meeting (regardless the manner they wish to participate, either by attendance in person, by representation through proxy or voting by correspondence), the Proof of Holding Form shall be submitted to the centralizing agent of the Company by e-mail to: [e-mail] at its registered office within the period from the Record Date until 30 May 2023 at 6.00 pm CEST.
   A proof of holding form is provided on the website of the Company (https://obotechacquisition.com/) which may be used.
3. Attendance
   Shareholders may exercise their voting rights at the General Meeting, as applicable, in one of the following manners, as further described below:
4. 1. by attending the meeting in person, in the manner described below; or
   2. by appointing a proxy representative, in the manner described below; or
   3. by voting by correspondence, in the manner described below.

The board of directors of the Company (the "Board of Directors") considers that shareholders who provide proof of their shareholding on the Record Date and submit their voting form as set forth in section 2.3. or provide a proxy as set forth in section 2.2. of the present convening notice do not have to undertake other formalities to comply with the obligation set out in Article 5(3) of the law of 24 May 2011 on the exercise of certain shareholders' rights at general meetings of listed companies. Notwithstanding the foregoing, in case of participation in person, the intention to participate in person shall be indicated by no later than 21 May 2023 at 6.00 pm CEST as set forth in section 2.1.

2.1. Attendance in person

The intention of a shareholder to participate in person in the General Meeting shall be notified by such shareholder to the centralizing agent of the Company by e-mail to: [e-mail] later than 21 May 2023 at 6.00 pm CEST. An in-person attendance declaration form is provided on the website of the Company (https://obotechacquisition.com/) which may be used.

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Any shareholder participating in the General Meeting in person shall carry proof of identity.

Shareholders will have the opportunity to vote in person in the manner further specified at the General Meeting.

2.2. Representation through proxy

In the event that a shareholder appoints another person, shareholder or not, as his proxy to vote on his behalf, the completed and executed proxy form must be submitted to the centralizing agent of the Company by e-mail to: [e-mail] later than 30 May 2023 at 6.00 pm CEST.

The proxy form provided on the website of the Company (https://obotechacquisition.com/) may be used and if used, only signed proxy forms will be taken into account (including for the avoidance of doubt, signed pursuant to a valid, legal and binding power of attorney and/or duly signed electronically). One person may represent more than one shareholder.

Shareholders having submitted a proxy form but who wish to revoke such proxy form may do so by timely providing a later dated proxy form or cancelling the proxy form in writing to the centralizing agent of the Company by e-mail to: [e-mail].

If the centralizing agent of the Company receives more than one proxy form from a shareholder, only the last proxy form received by the centralizing agent of the Company no later than 30 May 2023 at 6.00 pm CEST will be considered.

2.3. Voting by correspondence

Shareholders who do not wish to participate in person or to be represented through a proxy may vote through a voting form in the General Meeting. The completed and executed voting form must be submitted to the centralizing agent of the Company by e-mail to: [e-mail] in any other form, and in particular by any other electronic means made available by the Company no later than 30 May 2023 at 6.00 pm CEST.

The voting form provided by the Company on its website (https://obotechacquisition.com/) may be used and if used, only signed voting forms will be taken into account (including for the avoidance of doubt, signed pursuant to a valid, legal and binding power of attorney and/or duly signed electronically).

Shareholders having submitted a voting form but who wish to revoke such voting form may do so by timely providing a later dated voting form or cancelling the voting form in writing to the centralizing agent of the Company by e-mail to: [e-mail].

If the centralizing agent of the Company receives more than one voting form from a Shareholder, only the last voting form received by the centralizing agent of the Company no later than 30 May 2023 at 6.00 pm CEST will be considered.

3. Quorum and majority requirements

Pursuant to the Company's articles of association and the Luxembourg law dated 10 August 1915 on commercial companies, as amended, resolutions regarding (i) items 2 to 8 and 11 of

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the agenda will be passed at a simple majority of the votes validly cast, regardless of the portion of capital represented, and (ii) item 10 of the agenda will be passed at a majority of 2/3 of the votes validly cast and only if a quorum of at least half of the share capital is present or represented.

Agenda items 1 and 9 do not require any votes from the shareholders of the Company.

1. Share capital and voting rights
   At the time of convening the General Meeting, the Company's share capital is set at six hundred seven thousand eight hundred euro (EUR 607,800), represented by (i) two million eight hundred twenty-five thousand (2,825,000) class B1 shares without nominal value and (ii) two million five hundred thousand (2,500,000) class B2 shares without nominal value, and (iii) and (iii) twenty million (20,000,000) redeemable class A shares without nominal value, all of which are fully paid up. Each share entitles the holder to one vote.
2. Contact details of the centralizing agent of the Company
   The contact details of the centralizing agent duly mandated by the Company to receive (i) the Proof of Holding Form, (ii) the in-person attendance declaration form (where applicable), (iii) the proxy form (where applicable) and (iv) the voting form (where applicable) and any questions about the General Meeting pursuant to this convening notice are as follows:

Attn:	Agency Services Team (Desk 408D)
Address:	69, route d'Esch
	L-2953 Luxembourg
Tel:	[phone]
Email:	[e-mail]
Swift Address:	BILLLULL

6. Language

The General Meeting will be held in English. The (i) the Proof of Holding Form, (ii) the in- person attendance declaration (where applicable), (iii) the proxy form (where applicable) and (iv) the voting form (where applicable) shall be provided by the shareholders in English.

1. AVAILABILITY OF THE DOCUMENTATION

The following information is available as from the day of the publication of this convening notice in the Luxembourg official gazette RESA (Recueil Electronique des Sociétés et Associations) and at least until and including the day of the General Meeting on the Company's website (https://obotechacquisition.com/):

• this convening notice for the General Meeting;

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• the draft resolutions in relation to each of the items included in the agenda to be adopted at the General Meeting, or, where no resolution is proposed to be adopted, a comment from the Board of Directors;
• the total number of shares in issue and voting rights at the date of the convening notice;
• all documents made available by the Company at the General Meeting;
• information regarding the resolutions of the Board of Directors relating to agenda item 9;
• forms of the in-person attendance declaration form, the proof of holding form, the proxy form and the voting form, which may be used by the shareholders for the purpose of the General Meeting.

The shareholders may obtain without charge a copy of the full text of any of the above documents upon request to the centralizing agent of the Company by e-mail to: [e-mail] download them from the Company's website (https://obotechacquisition.com/) .

IV. REVISED AGENDA

Shareholders providing evidence that they hold individually or collectively at least five percent (5%) of the issued share capital of the Company as of the Record Date are entitled to (i) request the addition of items to the agenda of the General Meeting and (ii) to table draft resolutions for items included or to be included in the agenda of the General Meeting.

Such rights must be exercised by sending such request by 15 May 2023 at the latest, to the e-mail address of the centralizing agent of the Company: [e-mail].

Where the requests entail a new item in the agenda for the General Meeting already communicated to the shareholders, the Company will publish a revised agenda on or before 21 May 2023 at the latest.

1. RESULTS

Subject to compliance with the threshold notification obligations provided for by the Luxembourg law of 11 January 2008 on transparency requirements for issuers of securities, as amended, there is no limit to the maximum number of votes that may be exercised by the same person, whether in its own name or by proxy. The results of the vote will be published on the Company's website (https://obotechacquisition.com/) within fifteen (15) days following the General Meeting.

Luxembourg, 3 May 2023
For the Board of Directors:
__________________________	____________________________
Mr. Lars Wittan	Mr. Richard Kohl
Title: Director	Title: Director

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