PNE : Notes on shareholder's rights

PNE AG

General Meeting of the Shareholders on May 18, 2022

Notes on shareholders´ rights pursuant to Section 122 (2), Section 126 (1), Section 127 and Section 131 (1) of the German Stock Corporation Act (Aktiengesetz) in accordance with Section 121 (3) No. 3 of the German Stock Corporation Act in conjunction with the COVID-19 Law

On the basis of Section 1 of the Law on Measures in Company, Cooperative, Association, Foundation and Home Ownership Law to Combat the Effects of the COVID-19 Pandemic of March 27, 2020, (Art. 2 of the Law on Mitigating the Consequences of the COVID-19 Pan-demic in Civil, Insolvency and Criminal Procedure Law of March 27, 2020, Federal Law Ga-zette I 2020, p. 569, as amended by Art. 11 of the Law on the Further Shortening of Residual Debt Relief Proceedings and on the Adaptation of Pandemic-Related Provisions in Corpo-rate, Cooperative, Association, Foundation and Tenancy and Lease Law, Federal Law Ga-zette I 2020, p. 3328, "COVID-19 Law", the validity of which was extended through August 31, 2022 by Art. 15 of the Act on the Establishment of the Special Fund "Aufbauhilfe 2021", on the Temporary Suspension of Insolvency Filing Obligations due to Heavy Rainfall and Flooding of July 2021 and on the amendment of other laws of September 10, 2021 (Federal Law Gazette I 2021, p. 4147), the Management Board of PNE AG has decided, with the con-sent of the Supervisory Board, to hold a virtual General Meeting without the physical pres-ence of shareholders or their proxies (with the exception of the Company proxies). Share-holders' rights are therefore governed by the German Stock Corporation Act and the regula-tions modified by the COVID-19 Law.

The convocation of the shareholders' meeting already contains details of the shareholders' rights pursuant to Section 122 (2), Section 126 (1), Section 127 and Section 131 (1) of the German Stock Corporation Act in conjunction with the COVID-19 Law. The remarks hereinaf-ter serve as further explanation in accordance with Section 121 (3) sentence 3 no. 3 of the German Stock Corporation Act.

1.

Requests for additions to the Agenda pursuant to Section 122 (2) of the German Stock Corporation Act

Shareholders whose combined shareholdings add up to the proportionate amount of € 500,000.00 of the share capital of PNE AG (equivalent to 500,000 shares) can re-quest that items be placed on the Agenda and announced as such. Each new item must be accompanied by supporting information or a resolution proposal. Such re-quests are to be addressed in writing to the Board of Management of PNE AG and must be received by the Company at least 30 days before the Annual Meeting, i.e., at the latest by 24:00 hours (midnight) CEST on April 17, 2022. Please send such re-quests to the following address:

PNE AG

- Vorstand -

Peter-Henlein-Straße 2-4

27472 Cuxhaven

The request that items be put on the agenda shall only be considered when the per-sons submitting such proposals prove that they have held the above-mentioned mini-mum shareholding for at least 90 days before the date of receipt of the request and hold the minimum shareholding until a decision on the request has been made by the

Board of Management. Proof can be provided by entry in the share register, Sec-tion 67 (2) sentence 1 the German Stock Corporation Act. Section 121 (7) of the Ger-man Stock Corporation Act shall apply mutatis mutandis to the calculation of the dead-line. The day of receipt of the request shall not be counted. A transfer from a Sunday, a Saturday or a public holiday to a preceding or following working day shall not be considered. Sections 187 - 193 of the Civil Code shall not apply accordingly. When calculating the minimum shareholding period, Section 70 of the German Stock Corpo-ration Act must be observed. Certain periods of share ownership by third parties are taken into account pursuant to Section 70 of the German Stock Corporation Act.

Additions to the agenda which are to be published and which have not already been published together with the convening notice will be published without undue delay fol-lowing the receipt of the demand in the same manner as the convening notice. Theywill also be made available - as will a permissible request for a supplement as such - online athttps://ir.pne-ag.com/hv. In addition, the Company will communicate the amended Agenda in accordance with Section 125 (1) sentence 3, (2) and (3) of the German Stock Corporation Act.

The provisions of the German Stock Corporation Act (AktG) underlying this share-holders' right are as follows:

Section 122 AktG - Convening a meeting at the request of a minority

• (1) The general meeting is to be convened wherever shareholders, whose shares, in the aggregate, are at least equivalent to one twentieth of the share capital, de-mand that it be so convened, doing so in writing and citing the purpose and the reasons therefor; the demand is to be addressed to the management board. The by-laws may tie the right to demand that the general meeting be convened to a different form and to possession of a lesser portion of the share capital. The peti-tioners are to submit proof that they have been holders of the shares since at least ninety (90) days prior to the date on which their demand is received, and that they will continue to so hold the shares until the management board takes a decision regarding their petition. Section 121 (7) shall apply mutatis mutandis.

• (2) In like manner, shareholders whose shares, in the aggregate, are at least equiva-lent to one twentieth of the share capital, or to a stake of 500,000 euros, may demand that items of business be set out in the agenda and be published by no-tice. Each item of business to be newly added to the agenda must include the reasons therefor or a proposal for a resolution. The demand in the sense of the first sentence must be received by the company at the latest twenty-four (24) days prior to the general meeting, in the case of companies listed on the stock exchange at the latest thirty (30) days prior to the general meeting; the date of its receipt shall not be included in calculating the period.

• (3) Where the demand is not complied with, the court may grant authority to the shareholders who have raised the demand to convene the general meeting or to publish by notice the item of business. Concurrently, the court may determine the chairman of the general meeting. The invitation convening the general meeting or the notice must indicate the authorisation by the court. A complaint may permis-

sibly be lodged against the decision taken. The petitioners are to submit proof that they will continue to hold the shares until the court hands down its decision.

(4) The company shall bear the costs of the general meeting and, in the case gov-erned by (3), also the court costs if the court has complied with the petition.

Section 121 (7) AktG - General provisions (Excerpt)

(7) In the case of periods and deadlines that are counted back from the date of the general meeting, the date of the general meeting itself is not to be counted. Re-scheduling the general meeting from a Sunday, a Saturday, or a holiday to a pre-ceding or subsequent business day is not an available option. Sections 187 to 193 of the Civil Code shall have no corresponding application. In the case of companies not listed on the stock exchange, the by-laws may provide for a dif-ferent calculation of the period.

Section 67 (2) Sentence 1 AktG - Entry in the share register (Excerpt)

(2) In relation to the company, rights and obligations arising from shares exist only for and against the person registered in the share register..

Section 70 AktG - Calculation of the period of possession of the share

Where the exercise of rights attaching to the share is contingent upon the share-holder having been holder of the share for a specified period of time, a claim to transfer of title against a credit institution, a financial services institution, a securi-ties institution or an enterprise pursuing activities in accordance with Section 53

(1), first sentence, or Section 53b (1), first sentence, or (7) of the Banking Act shall be equivalent to ownership of the share. The period of ownership of a pre-decessor in title shall be attributed to the shareholder if he has purchased the share in any of the following manners: without monetary consideration, from his trustee, as a universal successor, in the course of a distribution of assets among a community, or as part of a portfolio transfer pursuant to Section 13 of the Insur-ance Supervisory Act or Section 14 of the Act on Savings and Loan Associations.

2.

Countermotions and election proposals made by shareholders pursuant to Sec-tions 126 (1), 127 of the German Stock Corporation Act in conjunction with Sec-tion 1 (2) sentence 3 of the COVID-19 Law

Pursuant to Section 126 (1) German Stock Corporation Act, countermotions to pro-posals by the Board of Management and/or the Supervisory Board regarding certain items on the agenda or election proposals for Supervisory Board members and/or au-ditors, including the name of the shareholder, the reasons and any statement by the management, are to be made available on the website. The prerequisite for the ad-mission is that the shareholder sends the admissible motion(s) or election proposal(s) to the Company to the following address at least 14 days prior to the meeting, i.e. by the end of May 3, 2022 (24:00 hours CEST) at the latest:

PNE AG

- General Meeting -

Peter-Henlein-Straße 2-4

27472 Cuxhaven

Email:[e-mail]

In addition to being sent in due time to the aforementioned address specified for this purpose in the notice convening the meeting, a further prerequisite for the obligation to make counterproposals within the meaning of Section 126 of the German Stock Corporation Act accessible is that the actual counterproposal also receives its justifi-cation at the aforementioned address within the aforementioned period. Furthermore, a countermotion need not be made accessible if one of the exclusion circumstances of Section 126 (2) sentence 1 of the German Stock Corporation Act applies. The grounds need not be made accessible even if they total more than 5,000 characters.

No grounds are required for election proposals. Election proposal will only be made available if there is disclosure of the name, exercised profession and place of resi-dence of the proposed person and in the case of the election of supervisory board members of information on the membership of a candidate in other domestic supervi-sory boards whose establishment is required by law. Pursuant to Section 127 (1) of the German Stock Corporation Act in conjunction with Section 126 (2) of the German Stock Corporation Act there are others reasons why election proposals do not need to made available via the website. Otherwise, the requirements and regulations for the publication of motions apply accordingly.