SFC Energy : Invitation to the Annual General Meeting 2024 of SFC Energy AG

SFC Energy AG

Brunnthal

- ISIN DE0007568578 -

- WKN 756857 -

Event identifier: F3C052024oHV

INVITATION TO THE ANNUAL GENERAL MEETING

We hereby invite our shareholders to the Annual General Meeting to be held on

Thursday, May 16, 2024, at 11:00 a.m. (CEST),

at

Hotel Brunnthal, Münchner Str. 2, 85649 Brunnthal.

• Purely for reasons of better readability, this invitation uses the masculine form throughout when referring to natural persons. It is always representative of persons of all gender identities.

Revised convenience translation of the German original

It is planned to offer all shareholders a guided tour of the works premises of SFC Energy AG at Eugen-Sänger-Ring 7, 85649 Brunnthal, Germany, following the General Meeting (ex- pected to start at about 3:00 p.m. (CEST), but this depends on the duration of the General Meeting). The tour is expected to last approximately one hour. If you are interested, please contact us by midnight (end of day) (CEST) on May 9, 2024, at

SFC Energy AG

Investor Relations

Attn.: Susan Hoffmeister

Eugen-Sänger-Ring 7

85649 Brunnthal

Phone: [phone]

Email: [e-mail]

Please note that places are limited and if you are interested, please register as early as possi- ble. You will receive a confirmation of registration with further information in good time before the General Meeting.

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I. AGENDA

1. Presentation of the confirmed annual financial statements of SFC Energy AG and the consolidated financial statements approved by the Supervisory Board for the 2023 financial year, the management report for SFC Energy AG for the 2023 fi- nancial year, and the management report for the SFC Energy Group for the 2023 financial year and the explanatory report of the Management Board on the dis- closures pursuant to sections 289a and 315a of the German Commercial Code (Handelsgesetzbuch - HGB) for the 2023 financial year as well as the report of the Supervisory Board on the 2023 financial year

The above-mentioned documents have been published on the internet at

www.sfc.com/en/investors-sfc-energy-ag/shareholders-annual-meeting-2024/

from when the General Meeting is convened. The documents will also be available during the General Meeting and be explained in more detail by the Management Board and, to the extent the report of the Supervisory Board is concerned, by the Chairman of the Supervisory Board.

The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the Management Board; the annual financial statements are therefore adopted pursuant to section 172 sentence 1 of the German Stock Corporation Act (Aktiengesetz - AktG). Hence, in line with the statutory provi- sions, the General Meeting will not adopt any resolution on this item on the agenda.

There is no distributable profit whose appropriation could be resolved by the General Meeting in accordance with section 174 (1) sentence 1 AktG.

2. Resolution on the approval of the actions of the members of the Management Board for the 2023 financial year

The Management Board and the Supervisory Board propose that all actions of the Management Board members who were in office in the 2023 financial year be ratified for that period, namely of:

1. Dr. Peter Podesser,
2. Daniel Saxena,
3. Hans Pol.

The intention is to have the General Meeting decide on the approval of the actions of the Management Board members by way of individual voting.

3. Resolution on the approval of the actions of the members of the Supervisory Board for the 2023 financial year

The Management Board and the Supervisory Board propose that all actions of the Su- pervisory Board members who were in office in the 2023 financial year be ratified for that period, namely

1. Hubertus Krossa,
2. Henning Gebhardt,
3. Gerhard Schempp,
4. Sunaina Sinha Haldea.

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The intention is to have the General Meeting decide on the approval of the actions of the Supervisory Board members by way of individual voting.

4. Resolution on the election of the auditor for the financial statements and the au- ditor for any consolidated financial statements and the auditor for the review of the interim financial reports for the 2024 financial year

On the recommendation of its Audit Committee, the Supervisory Board proposes to resolve as follows:

1. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Munich, is appointed as the auditor for the financial statements and the consolidated fi- nancial statements for the 2024 financial year.
2. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Munich, is appointed as the auditor for the review of interim financial reports for the 2024 financial year, to the extent that any such reviews are carried out.

The Audit Committee stated that its recommendation is free from any undue influence by third parties and that it is not subject to any clause restricting its choice within the meaning of Art. 16 (6) of the Audit Regulation.

Before submitting the nomination proposals, the Supervisory Board obtained a state-

ment of independence from PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Munich.

5. Resolution on the approval of the remuneration report

Pursuant to section 162 AktG, the Management Board and the Supervisory Board are required to prepare an annual remuneration report. Pursuant to section 120a (4) sen- tence 1 AktG, the remuneration report must be submitted for approval to the General Meeting. Accordingly, the Management Board and the Supervisory Board of SFC En- ergy AG have prepared the remuneration report for the 2023 financial year in accord- ance with the requirements of section 162 AktG. In accordance with section 162 (3) AktG, the remuneration report was examined by the auditors PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Munich to determine whether the legally re- quired disclosures pursuant to section 162 (1) and (2) AktG had been made.

The remuneration report for the 2023 financial year and the auditors' report on the audit of the report are reproduced at the end of this agenda as an annex to agenda item 5. The remuneration report together with the certificate regarding its audit is available via the Company's website at

www.sfc.com/en/investors-sfc-energy-ag/shareholders-annual-meeting-2024/

from the date when the Annual General Meeting is convened and will also be available there during the Annual General Meeting.

The Management Board and the Supervisory Board propose to approve the remuneration report for the 2023 financial year, which was prepared and audited in accordance with section 162 AktG.

6. Election to the Supervisory Board

Pursuant to Article 10 (1) of the Company's Articles of Association in conjunction with section 96 (1), section 101 (1) AktG, the Supervisory Board of SFC Energy AG has four members, to be elected by the General Meeting.

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The terms of office of Supervisory Board members Hubertus Krossa (Chairman of the Supervisory Board) and Gerhard Schempp end at the end of this General Meeting. Therefore, a new election of two members is required. The terms of office of the other two members of the Supervisory Board, Henning Gebhardt and Sunaina Sinha Haldea, run until the end of the 2025 General Meeting. Mr. Schempp is to be elected to the Supervisory Board for a further year so that the Supervisory Board can continue to draw on his expertise in public safety, an area of strategic importance for the Company. Dr. Blaschke is to be elected to the Supervisory Board for a term of three years. The staggered board structure is to be fully implemented in the course of subsequent ap- pointments.

The Supervisory Board proposes to elect

1. Mr. Gerhard Schempp
   Member of the Supervisory Board of SFC Energy AG, Brunnthal, residing in Kaltental,
   with effect from the end of this General Meeting until the end of the General Meeting which will resolve on the approval of the actions of the members of the Supervisory Board for the 2024 financial year,

and

1. Dr. Andreas Blaschke
   Independent consultant for industrial enterprises, residing in Vienna/Austria
   to the Supervisory Board of SFC Energy AG with effect from the end of this General Meeting until the end of the General Meeting which will resolve on the ratification of the actions of the members of the Supervisory Board for the 2026 financial year.

The intention is to have the General Meeting decide on the election of the Supervisory Board members by way of individual voting.

It is the assessment of the Supervisory Board that Dr. Blaschke is independent within the meaning of the German Corporate Governance Code (GCGC). Neither have personal or business relationships with SFC Energy AG or its Group companies, the executive bodies of the Company, or a significant shareholder in the Company. Mr. Schempp and Dr. Blaschke have assured the Supervisory Board that they have sufficient time capacity to serve on the Supervisory Board.

The proposal for the election of Mr. Schempp and Dr. Blaschke meets the requirements of SFC Energy AG. The Supervisory Board deems that, in case the proposed candidates are elected, it continues to consist exclusively of members who possess the required knowledge, skills and professional experience required in order to comply with their responsibilities in a globally acting company; the proposals comply with the female target quota that has been set.

Dr. Blaschke has expertise in the field of accounting, including sustainability reporting, due to his studies in economics and previous professional activities, particularly at an auditing firm and as a member of the management board and CEO MM Packaging of Mayr-Melnhof Karton AG, Vienna/Austria. From the latter activity, he also has profound knowledge and experience in setting up global production, sales and corporate structures for an industrial enterprise.

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Following the departure of Mr. Krossa from the Supervisory Board, it is intended that Ms. Sinha Haldea be nominated for the position of Chairwoman of the Supervisory Board after the General Meeting.

The curricula vitae of the candidates (including the information pursuant to section 125

1. sentence 5 AktG) are included in the Notes following this agenda. They are also available on the Company's website at

www.sfc.com/en/investors-sfc-energy-ag/shareholders-annual-meeting-2024/

7. Resolution to cancel and revise the authorization to purchase and use Company shares pursuant to section 71 (1) no. 8 AktG and to exclude shareholders' sub- scription rights

In order for the Company to be able to adjust its equity base flexibly and sustainably to needs and opportunities arising in the future, it is proposed that a new authorization be created for purchasing and using Company shares, also excluding shareholder sub- scription rights, as the existing authorization resolved by the Annual General Meeting on May 16, 2019, only runs until May 15, 2024.

Therefore, the Management Board and the Supervisory Board propose to resolve as follows:

1. The Company is authorized until May 15, 2029, to acquire its own shares, up to 10% of the share capital existing at the date of the resolution or, if that amount is lower, at the date when the authorization is exercised. Along with other Com- pany shares that are currently in the Company's possession or are attributable to it under sections 71a et seqq. AktG, the shares acquired pursuant to this authorization may not exceed 10% of the then-current share capital at any time. The Company is expressly prohibited from acquiring its own shares in order to trade in them.
   The authorization may be exercised in whole or in part, once or on several oc- casions, to pursue one or more purposes, by the Company or its subsidiaries or by third parties on behalf of the Company or its subsidiaries.
   At the Management Board's election, the shares may be acquired on the stock exchange or by means of a public purchase offer directed at all shareholders. If the shares are purchased on the stock exchange, the purchase price per share (excluding ancillary costs) may not be more than 10% above or 20% be- low the average closing price of the Company's shares of the same class in Xetra trading (or a successor system) on the last five trading days of the Frank- furt Stock Exchange prior to the repurchase. In a public purchase offer or a public solicitation of the submission of offers, the purchase price or the limits of the purchase price range per share may not be more than 10% above or 20% below the average closing price of the Company's shares of the same class in
   Xetra trading (or a comparable successor system) on the last five trading days of the Frankfurt Stock Exchange prior to publication of the offer. If there are material fluctuations in the relevant price as compared to the offered purchase price or the limits of the purchase price range after the publication of a tender offer or a public solicitation of the submission of offers, the offer or the solicita- tion of offers can be adjusted. In this case, the relevant price will be based on the closing price for Company shares of the same class in Xetra trading (or a comparable successor system) on the last trading day on the Frankfurt Stock Exchange prior to the publication of the adjustment; the 10% limit for exceeding and the 20% limit for falling short is applicable to this amount. The volume of

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the offer or the public solicitation of the submission of offers can be limited. If the entire acceptance of the offer, or if the offers made by shareholders in response to a public solicitation of the submission of offers, exceed the total number of shares that the Company intends to acquire, the acquisition or the acceptance may be made in quotas. The Company may provide for the preferential acquisition or preferential acceptance of smaller numbers of up to 100 shares offered for acquisition per shareholder. The purchase offer or solicitation of offers can contain further terms and conditions.

1. The Management Board is authorized to use the Company shares acquired pursuant to this authorization for all purposes permitted by law, including the following purposes:
2. 1. The acquired Company shares can be sold other than via the stock ex- change or via an offer to all shareholders if the acquired Company shares are sold at a price that is not materially less than the stock ex- change price of Company shares at the time of sale. The stock ex- change price for purposes of this rule is the average closing price of Company shares of the same class in Xetra trading (or a comparable successor system) on the last five trading days on the Frankfurt Stock Exchange prior to the sale of the shares. The shareholders' subscription rights are excluded. This authorization is limited to the lesser of (a) 10% of the Company's share capital at the time the resolution is adopted by the shareholders' meeting on May 16, 2024 or (b) 10% of the Company's capital at the time the shares are sold. When calculating the 10% limit, the proportionate amount of the share capital is to be deducted which is attributable to new or previously acquired Company shares that are is- sued or sold during the term of this authorization under exclusion of sub- scription rights pursuant to or analogously to section 186 (3) sentence 4 AktG, and the proportion of the share capital attributable to shares which are or will be issued to service bonds or participatory rights with conver- sion or options rights or a conversion requirement, provided that the bonds or participation rights are issued during the time of this authoriza- tion with subscription rights being excluded pursuant to section 186 (3) sentence 4 AktG. A deduction made according to the provision of the preceding sentence due to the exercise of authorizations (i) for the issu- ing of new shares pursuant to sections 203 (1) sentence 1, (2) sentence 1 and 186 (3) sentence 4 AktG and/or (ii) for the selling of Company shares pursuant to sections 71 (1) no. 8 sentence 5 and 186 (3) sen- tence 4 AktG and/or (iii) for the issuing of conversion and/or option bonds pursuant to sections 221 (4) sentence 2 and 186 (3) sentence 4 AktG is not applicable with effect for the future if and insofar as the rel- evant authorization(s), the implementation of which brings about the credit, shall be reissued by the General Meeting in accordance with the legal regulations.
   2. The Company shares acquired can be sold other than via the stock ex- change or an offer to all shareholders provided that the sale is for a contribution in kind, including in the context of the acquisition of compa- nies, parts of companies or interests in companies and in the context of mergers or to satisfy the rights of owners or creditors under convertible bonds and/or warrant-linked bonds issued by the Company. Sharehold- ers' subscription rights are excluded in each case.
   3. The Management Board is also authorized to call in all or part of the repurchased shares without the need for an additional shareholders' resolution.

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1. The foregoing authorizations to sell or call in Company shares may be exercised in full or in installments, one or more times, and individually or jointly.
2. The Supervisory Board may also determine that action by the Management Board pursuant to these resolutions can only be taken with the Supervisory
   Board's consent.

The Management Board has prepared a written report on this agenda item, in particular on the reasons for the authorization to exclude subscription rights, in accordance with sections 71 (1) no. 8 sentence 5 and 186 (4) sentence 2 AktG. This is available via the Company's website at

www.sfc.com/en/investors-sfc-energy-ag/shareholders-annual-meeting-2024/

8. Resolution on the authorization to issue convertible bonds and/or warrant-linked bonds (and/or combinations of these instruments) - with or without exclusion of subscription rights - as well as on the cancellation of the Conditional Capital 2019, the creation of a Conditional Capital 2024 and on amending the Company's Articles of Association

The authorization to issue convertible bonds and/or warrant-linked bonds granted to the Management Board during the shareholders' meeting on May 16, 2019, will expire on May 15, 2024. The Company has not made use of this authorization.

To allow the Company the highest possible degree of flexibility and to maintain the financing flexibility of the Company over the long term, it is proposed that the Manage- ment Board again be authorized to issue convertible bonds and/or warrant-linked bonds, while clarifying that the proposed authorization does not include the option to issue participatory rights. To settle the warrant and conversion rights arising from these bonds, it is proposed that conditional capital be created to serve the convertible bonds and/or warrant-linked bonds, and to amend the Company's Articles of Association ac- cordingly.

Therefore, the Management Board and the Supervisory Board propose to resolve as follows:

1. Authorization of the Management Board to issue convertible bonds and/or war- rant-linked bonds (and/or combinations of these instruments)
2. 1. Basic authorization, term of authorization, nominal value, number of shares, currency, consideration
      The Management Board is authorized until May 15, 2026, to issue, with approval by the Supervisory Board, bearer convertible bonds and/or bearer warrant-linked bonds (and/or combinations of these instruments)
      (collectively referred to as "Bonds") with or without definite maturities in an aggregate nominal amount of up to EUR 45,000,000.00, and to grant existing bond holders conversion and/or warrant rights to acquire no-par value bearer shares of the Company in a proportionate amount of the capital stock of the Company up to EUR 1,736,369.00 as set forth in detail in the terms and conditions of the convertible bonds and/or war- rant-linked bonds. The Bonds may be issued on one or several occa- sions, in the total amount or in partial amounts, and in different tranches. The Bond issuances can be subdivided into individual bonds that carry equal rights and rank pari passu with one another. The Bonds shall be issued against payment in cash and/or in kind. The Bonds can be

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denominated in euros or - capped at their equivalent value in euros - in the legal currency of an OECD country. The Bonds can also be issued by enterprises of the group which are directed by the Company (herein- after referred to as "Group Companies"). In that case, the Management Board shall be authorized, with approval by the Supervisory Board, on behalf of the Company to guarantee the bonds, grant bondholders conversion and/or warrant rights (with or without conversion requirement) to no-par value bearer shares of the Company and to issue such declarations and take such action as may be necessary to ensure the success of the bond issuance.

1. Warrant-linkedbonds and convertible bonds
   In case of an issuance of warrant-linked bonds, one or several warrants will be attached to each individual bond, conferring to the bond holders the right to subscribe for no-par value bearer shares of the Company in accordance with the warrant terms and conditions to be determined by the Management Board. The life of the warrants must not exceed the life of the warrant-linked bonds. Also, it can be provided for fractional amounts to be consolidated and/or paid in cash.
   If convertible bonds are issued, the bondholders receive the right to ex- change their bonds for no-par value bearer shares of the Company, as set forth in detail in the terms and conditions of the convertible bonds to be determined by the Management Board. The conversion ratio is de- termined by dividing the nominal value of a bond, or an issue price that is below the nominal value of a bond, by the conversion price deter- mined for one no-par value bearer share of the Company and which can be rounded up or down to the next whole number of shares; an addi- tional cash payment can be determined. Provision can also be made for fractional amounts to be consolidated and/or paid in cash.
   The proportionate amount of capital stock represented by the no-par value bearer shares of the Company to be issued at conversion must not exceed the nominal value of the bond.
   The above is without prejudice to section 9 (1) and section 199 AktG.
2. Conversion requirement
   The terms and conditions of the Bonds may also establish a conversion requirement at (or before) the time the Bond matures, including a re- quirement to exercise the conversion/warrant right as well as details of exercise and time periods, and set conversion/warrant exercise prices. This is without prejudice to section 9 (1) and section 199 AktG.
3. Replacement authorization
   The terms and conditions of the convertible bonds and/or warrant-linked bonds may give the Company the right to grant the bondholders new shares or treasury shares held by the Company in lieu of cash payments due. The shares shall be taken into account on the basis of a value that, as set forth in detail in the terms and conditions of the Bonds, is equal to the volume-weighted average price of equivalent shares of the Com- pany, rounded to whole euro-cent amounts, in trading on the Xetra sys- tem (or on a comparable, successor system) of the Frankfurt Stock Ex- change during the last ten trading days prior to announcement of the conversion or exercise of warrants.

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Also, the terms and conditions of the convertible bonds and/or warrant- linked bonds may stipulate that, in respect of conversion or exercise of warrant rights, treasury shares held by the Company may be granted. Moreover, it may be provided for the Company to pay to the holders of conversion and/or warrant rights a cash amount equal to the value of the shares the Company would otherwise have to deliver, rather than granting them shares in the Company. As set forth in detail in the terms and conditions of the Bonds, the value of the shares shall be equal to the volume-weighted average price of equivalent shares of the Com- pany, rounded to whole euro-cent amounts, in trading on the Xetra system (or on a comparable, successor system) of the Frankfurt Stock Exchange during the last ten trading days prior to announcement of the conversion or exercise of warrants.

1. Conversion and/or warrant exercise price
   In the event of issuance of Bonds which grant or establish conversion rights, conversion requirements and/or warrant rights, the warrant exer- cise and/or conversion price to be determined shall be equal to
2. • either at least 80% of the volume-weighted average price of equivalent shares of the Company in trading on the Xetra system (or on a comparable, successor system) of the Frankfurt Stock Exchange during the last ten trading days before adoption by the Management Board of the resolution on issuance of the Bonds;
   • or - if subscription rights are granted - at least 80% of the vol- ume-weighted average price of equivalent shares of the Com- pany, rounded to whole euro-cent amounts, in trading on the Xetra system (or a comparable, successor system) of the Frank- furt Stock Exchange between commencement of the subscrip- tion period and the third day (inclusive) prior to announcement of the final conditions pursuant to section 186 (2) sentence 2 AktG.

In respect of issuance of Bonds that establish a conversion requirement, as set forth in detail in the terms and conditions of the convertible bonds, the conversion price may also be equal to at least 80% of the volume- weighted average price of equivalent shares of the Company, rounded to whole euro-cent amounts, in trading on the Xetra system (or on a comparable, successor system) of the Frankfurt Stock Exchange during the ten exchange days immediately before, or after, the final maturity of the bonds.

Section 9 (1) and section 199 AktG remain unaffected.

1. Anti-dilutionprotection
   As set forth in detail in the terms and conditions of the relevant Bonds, it is also possible under the authorization to provide protection against dilution or make adjustments. Such anti-dilution protection can be pro- vided for especially if, during the conversion or warrant-exercise period, the Company increases its stock of capital, granting subscription rights to its shareholders, or issues additional convertible bonds or warrant- linked bonds or grants or guarantees conversion or warrant rights with- out granting subscription rights to holders of existing conversion or war- rant rights, which these holders would be entitled to upon exercise of

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