PNE : Postal/proxy voting form

PNE AG

Virtual Annual General Meeting without the physical presence of shareholders or their proxies on May 18, 2022

Postal/Proxy voting form

This form does not replace the proper registration for the meeting.

Please note the instructions on the following page.

Authorizing person´s name

First name*	Shareholder number*
Surname or company*	Number of shares*
Postal code, city*	*Mandatory fields (Please refer to the registration form for the AGM.)

Authorization and instructions to the proxies appointed by the Company

I/We authorize the proxies of PNE AG, Mr. Rainer Heinsohn and Mr. Christopher Rodler, both employees of PNE AG, Cuxhaven, each individually with the right to grant sub-proxies, to represent me/us at the Annual General Meeting of PNE AG on May 18, 2022 by disclosing my/our name in the list of participants and under exemption from the restrictions of Section 181 BGB (German Civil Code) and to exercise or have exercised my/our voting right for me/us. To this end, I/we hereby instruct to vote in accordance with the proposals of the mangement for all items on the agenda, unless I/we instruct otherwise below.

Voting by postal vote

I/We exercise my/our voting rights at the AGM of PNE AG on May 18, 2022 by postal vote. I/We vote in favour of all items on the agenda as proposed by the manage-ment, unless I/we vote otherwise below.

Instruction/Postal vote

Your instruction/voting by postal vote refers in each case to the management's proposed resolution published in the Federal Gazette on April 8, 2022.

Please tick the YES box if you agree, the NO box if you disagree and the ABSTENTION box if you abstain. If you do not make a mark, your instruction will be treated as an abstention. Double markings are considered invalid. Proposals of the management (i.e. of the Board of Management and the Supervisory Board together or, in the case of items 5, 6, 7 and 9 of the agenda, only of the Supervisory Board) are highlighted in grey accordingly.

Agenda item

YES

NOABSTENTION

• 2. Resolution on the Appropriation of the Retained Profit for the 2021 Fiscal Year

• 3. Resolution on the Ratification of the Actions of the Members of the Board of Management for the 2021 Fiscal Year

  • a) Markus Lesser

  • b) Jörg Klowat

• 4. Resolution on the Ratification of the Actions of the Members of the Supervisory Board for the 2021 Fiscal Year a) Per Hornung Pedersen

  • b) Christoph Oppenauer

  • c) Alberto Donzelli

  • d) Marcel Egger

  • e) Florian Schuhbauer

  • f) Dr. Susanna Zapreva

• 5. Appointment of the Auditor for the Annual Financial Statements and the Consolidated Financial Statements for the 2022 Fiscal Year

• 6. Appointment of the Auditor for the Audit Review of Interim Financial Statements and Reports for the 2022 Fiscal Year and the First Quarter of the 2023 Fiscal Year

• 7. Election of Three Supervisory Board Members

  • a) Christoph Oppenauer

  • b) Marcel Egger

  • c) Florian Schuhbauer

• 8. Resolution on increasing the number of Supervisory Board members to seven by amending § 8 (1) sentence 1 of the Company's Articles of Association accordingly

• 9. Election of an additional Supervisory Board Member: Marc van't Noordende

• 10. Resolution on the Cancellation of the Authorized Capital pursuant to § 5 (4) of the Articles of Association and the

  Creation of New Authorized Capital 2022 (also with the Option to Exclude the Subscription Right) and on a Corresponding Amendment of § 5 of the Articles of Association (Amount and Division of Share Capital)

• 11. Resolution on the Cancellation of the Existing Authorization and the Creation of a New Authorization to Issue Bonds with Conversion and/or Option Rights (also with the Option to Exclude the Subscription Right), on the Cancellation of the Conditional Capital 2017 and the Creation of a New Conditional Capital 2022 as well as on Corresponding Amendments to § 5 of the Articles of Association (Amount and Division of the Share Capital)

• 12. Resolution on the Approval of the Remuneration Report

In case the Company has received countermotions and election proposals of shareholders within the statutory period, these are published on the Company website athttps://ir.pne-ag.com/hv. You can also vote on these countermotions and election proposals or issue voting instructions. To do so, enter the name of the shareholder and, if applicable, the motion in the table below. Do not forget to explain your voting behavior by marking with a cross or to give your instructions by marking with a cross.

Countermotions/Election proposals of shareholders

YESNOABSTENTION

YES

NOABSTENTIONA. C.

B. D.

Place, date

Signature(s) or legible name of the person(s) making the authorization in accordance with Section 126b BGB

Authorization of a third party

Sub-authorization of a third party

I/We hereby authorize Ms./Mr.

I/We hereby sub-authorize Ms./Mr.

First name

First nameSurname

SurnamePostal code, city

Postal code, city

to represent me/us, under disclosure of my/our name and with exemption from the restrictions of Section 181 BGB and with the right to grant sub-proxies, with regard to the virtual Annual General Meeting of PNE AG on May 18, 2022 and to exercise the voting rights and/or other shareholder rights on my/our behalf. The authorizati-on includes the revocation of a previously granted authorization to a third party.

to represent the shareholder, under disclosure of his/her name and with exemption from the restrictions of Section 181 BGB and with the right to grant further sub-proxies, with regard to the virtual Annual General Meeting of PNE AG on May 18, 2022 and to exercise the voting rights and/or other shareholder rights arising from the shares represented on his/her behalf. The sub-authorization includes the revocation of a previously granted sub-authorization.

Place, date

Signature(s) or legible name of the person(s) making the authorization in accordance with Section 126b BGB

Notes

Registration for the General Meeting

Place, date

Signature(s) or legible name of the person(s) making the authorization in accordance with Section 126b BGB

All shareholders that are registered in the Company's share register on the day of the General Meeting and that have registered for the General Meeting in such a way that their registration has reached the Company at the address below no later than on Wednesday, May 11, 2022, 24.00 hours (CEST) shall be entitled to exercise their voting rights.

PNE AG c/o Link Market Services GmbH Landshuter Allee 10

80637 München Deutschland

The registration may also be transmitted to the Company by email [e-mail] or electronically using the internet-based GM Portal on the Company website athttps://ir.pne-ag.com/hv before the above-mentioned deadline has expired.

Authorization of a third party

If you wish to have your voting rights exercised by a third party, you can complete the "Authorization of a third party" printed on the top of this page. For this purpose, too, you must have registered in advance for the Annual General Meeting as described above. The authorization of a third party vis-à-vis the Company as well as the transmission of the proof of an authorization declared vis-à-vis the proxy must be received by PNE AG at the above-mentioned postal address or e-mail address by Tuesday, May 17, 2022, 18.00 hours (CEST).

Proxies cannot physically attend the Annual General Meeting. They can only exercise the voting rights of shareholders they represent by postal vote or by granting (sub-)authorization to the Company proxies.

Use of the internet-based GM portal by the proxy requires that the proxy receives the access data for the internet-based GM portal from the person granting the power of attorney.

Issuing authorization and instructions to the proxies appointed by the Company

Shareholders also have the option of having their voting rights exercised by proxies bound by instructions and appointed by PNE AG. Shareholders can issue the necessary authoriza-tions and instructions in text form (Section 126b BGB). If shareholders wish to make use of this option, they must register for the Annual General Meeting as described above. Proxies/Instructions issued by mail or e-mail must be received by Tuesday, May 17, 2022, 18.00 hours (CEST) at the postal address or e-mail address specified above.

It is possible to issue power of attorney and instructions to the Company proxies via the internet-based GM Portal athttps://ir.pne-ag.com/hv before and also during the Annual General Meeting, but they must be received by the start of votings at the latest.

If postal votes and authorizations/instructions are received, postal votes are always considered to have priority. If, in addition, different declarations are received by different means of transmission and it is not possible to identify which was last submitted, these will be considered in the following order: 1. via the Internet, 2. by e-mail and 3. in paper form. Explicit instructions must be provided for each item on the agenda. Without express instructions on the individual agenda items, the Company proxies cannot make use of the power of attor-ney. The Company proxies do not ask any questions or make any motions at the Annual General Meeting and do not object to resolutions of the Annual General Meeting for the notary's minutes.

Voting by postal vote

Shareholders or shareholder representatives may also cast their votes by postal vote. Only those shareholders who have registered on time are entitled to vote by postal vote. Votes by postal vote may be submitted to the Company in text form by post by Tuesday, May 17, 2022, 18.00 hours (CEST), at the above address.

The Company also offers an internet-based GM portal for postal voting athttps://ir.pne-ag.com/hv. The postal vote via the Internet as well as its revocation or changes thereto may be conducted on the Internet before and during the General Meeting, but must be submitted at the latest by the beginning of the votings. Shareholders can find further details in the detailed explanations there.

This form can be used for voting by postal vote. When postal votes and authorization/instructions are received, postal votes are always considered to have priority. If, in addition, different declarations are received by different means of transmission and it is not possible to identify which was last submitted, these will be considered in the following order: 1. via the Internet and 2. in paper form.