SFC Energy : Report of the Management Board to the General Meeting regarding agenda item 7 on the exclusion of subscription rights in accordance with sections 71 (1) no. 8 sentence 5, 186 (4) sentence 2 AktG

Annual General Meeting of SFC Energy AG on May 16, 2024

Report of the Management Board to the General Meeting regarding agenda item 7 on the exclusion of subscription rights in accordance with sections 71 (1) no. 8 sentence 5, 186 (4) sentence 2 AktG

Item 7 on the agenda proposes that the General Meeting authorize the Company pursuant to section 71 (1) no. 8 AktG, through May 15, 2029, to repurchase up to 10% of the share capital that exists at the time of adoption of the resolution by the General Meeting or, if that amount is lower, at the date when the authorization is exercised, including any shares that have already been purchased or that are attributable to the Company. The proposed authorization would replace the existing authorization that was granted by the General Meeting on May 16, 2019. The aim of the authorization is to enable the Company to repurchase its own shares through May 15, 2029. The shares may only be repurchased on the stock exchange, by means of a public purchase offer directed to all shareholders or by publicly soliciting the submission of offers. As a result, all shareholders will have an equal opportunity to sell shares to the Company if the Company exercises the authorization to repurchase its own shares. The Company is entitled under the proposed resolution to sell or award the shares that are repurchased pursuant to this authorization, partially excluding the shareholders' subscription rights.

With the public solicitation of offers, those addressed can themselves decide how many shares they would like to offer the Company. If the extent to which the offer is accepted or, in the case of a solicitation of offers, the volume of offers submitted by shareholders exceeds the total number of shares the Company intends to purchase, purchases/offers can be made/accepted in part. Never- theless, a preferred acquisition or preferred acceptance of small offers or small portions of offers up to a maximum of 100 shares should be possible in order to avoid their being any fractional amounts and small residual amounts when determining the number of shares to acquire and to make transaction settlement easier.

The purchase price offered or the limits of the price spread offered per share (excluding incidental transaction costs) may not exceed by more than 10% or undercut by more than 20% the mean value of the closing prices of the Company's shares in Xetra trading (or a comparable successor system) for the five trading days on the Frankfurt Stock Exchange prior to the date on which the offer or public solicitation of offers is published. If there is substantial fluctuation in the relevant price of the Com- pany's shares after a purchase offer or public solicitation of such an offer is published, the reference price can instead be the closing price in Xetra trading (or a comparable successor system) for shares of the Company that carry the same rights and features on the last trading day on the Frankfurt Stock Exchange immediately prior to publication of the respective price adjustment. The purchase offer or solicitation of offers can contain further terms and conditions.

The shares acquired can be used for all purposes allowed by law, and in particular as follows:

German law allows the shares repurchased by the Company to be resold to all shareholders on the stock exchange or by means of a public offering directed to all shareholders. Those forms of sale safeguard the rights of shareholders to equal treatment when the shares are reissued. The proposed resolution also states that the Management Board may sell the shares that are repurchased on the basis of the authorization other than on the stock exchange or by means of a public offering directed to all shareholders, if the shares are sold in exchange for cash contributions at a price that is not significantly lower than the market price of shares of SFC Energy AG of the same class at the time of the sale. This authorization, which is equivalent to exclusion of a subscription right, takes advantage of the possibility allowed under section 71 (1) no. 8 sentence 5 AktG in corresponding application of section 186 (3) sentence 4 AktG for simplified exclusion of subscription rights. In particular, in the interest of the Company, it will be possible to offer shares of the Company to institutional investors and/or to broaden the shareholder base. This is also intended to enable the Company to respond quickly and flexibly to favorable stock market conditions. The interests of the

Convenience translation of the German original

shareholders are taken into account because the shares can be sold only at a price that is not significantly lower than the market price of shares of SFC Energy AG of the same class at the time the commitment to sell is made.

The final determination of the selling price of Company shares will be made immediately prior to their use. The Management Board will measure any discount from the stock exchange price as low as possible under the market conditions prevailing at the time of the placement. The discount from the stock exchange price at the time of exercise of the authorization is not expected to be more than 3% and under no circumstances more than 5% of the stock exchange price.

This authorization is limited to a total of 10% of the Company's share capital, both at the time when this authorization takes effect and at the time when it is exercised. The 10% limitation includes shares that were issued after this authorization took effect on the basis of an authorization resolved at the time the proposed authorization took effect or another authorization to issue new shares from authorized capital under section 186 (3) sentence 4 AktG, with shareholders' subscription rights ex- cluded. Also included in this 10% limitation are shares that are or will be issued to service bonds with conversion or options rights, provided that such bonds were issued after this authorization took effect, on the basis of an authorization that was valid at the time the proposed authorization took effect or an authorization that replaces it by analogous application of section 186 (3) sentence 4 AktG, with shareholders' subscription rights excluded. Including such shares in the 10% limit ensures that acquired Company shares are not sold without exclusion of subscription rights under section 186 (3) sentence 4 AktG if doing so would mean that the shareholders' subscription rights for more than 10% of the capital are excluded with direct or indirect use of section 186 (3) sentence 4 AktG and without a special objective reason. This more extensive limitation is in the shareholders' interest, as they wish to maintain their percentage ownership intact. Moreover, shareholders always have the possibility of maintaining their percentage ownership by purchasing shares of SFC Energy AG on the stock exchange. The authorization is in the Company's interest because it provides the Company with greater flexibility.

By way of qualification, the proposed resolution under agenda item 6 provides that an inclusion of shares according to the preceding provision due to the exercise of authorizations (i) for the issuing of new shares pursuant to sections 203 (1) sentence 1, (2) sentence 1, 186 (3) sentence 4 AktG and/or (ii) for the selling of Company shares pursuant to sections 71 (1) no. 8 sentence 5, 186 (3) sentence 4 AktG and/or (iii) for the issuing of convertible bonds and/or warrant-linked bonds pursuant to sections 221 (4) sentence 2, 186 (3) sentence 4 AktG ceases to have effect for the future if and insofar as the relevant authorization(s), the implementation of which caused such inclusion of shares, is/are reissued by the General Meeting in accordance with the legal regulations. In this case or in these cases, the General Meeting has again decided on the possibility of simplified exclusion of subscription rights, meaning that the reason for the inclusion of shares no longer applies. Where (i) new shares are again sold under a simplified exclusion of subscription rights in accordance with another authorized capital under the Articles of Association, (ii) convertible bonds and/or warrant- linked bonds are again issued under the simplified exclusion of subscription rights or (iii) the Company is again entitled to sell Company shares subject to a simplified exclusion of subscription rights, this possibility shall again exist for the selling of Company shares. Upon the new authorization in relation to the simplified exclusion of subscription rights taking effect, the bar that arises as a result of the exercise of the authorization to issue new shares or to issue convertible bonds and/or warrant- linked bonds or as a result of the selling of Company shares lapses in relation to Company shares. The requirements for a majority for such a resolution are identical to those of a resolution on the authorization to purchase Company shares with the option of simplifying the exclusion of subscription rights when selling them. Therefore, the resolution of the General Meeting on creating (i) a new authorization to issue new shares pursuant to sections 203 (1) sentence 1, (2) sentence 1, 186 (3) sentence 4 AktG (therefore, a new authorized capital), (ii) a new authorization to issue convertible bonds and/or warrant-linked bonds pursuant to sections 221 (4) sentence 2, 186 (3) sentence 4 AktG or (iii) a new authorization to dispose of treasury shares in accordance with sections 71 (1) no. 8 sentence 5, 186 (3) sentence 4 AktG at the same time should also be seen as a confirmation of the authorizing resolution regarding the selling of Company shares subject to the simplified exclusion of subscription rights under sections 71 (1) no. 8 sentence 5, 186 (3) sentence 4 AktG, provided that the legal requirements are observed. If an authorization to exclude subscription rights is

Convenience translation of the German original

Page 2

exercised again in direct or analogous application of section 186 (3) sentence 4 AktG, the relevant shares are again considered in the calculation.

The Management Board is to be further authorized to use the shares acquired pursuant to the proposed authorization as consideration for in-kind contributions, including for the acquisition of com- panies, parts of companies or interests in other companies and in the course of mergers. International competition and the globalization of the economy increasingly require this form of acquisition financing. The proposed authorization is intended to give the Company the necessary leeway to quickly and flexibly take advantage of acquisition opportunities that arise on the domestic and international markets. The proposed exclusion of subscription rights also takes this into considera- tion. In determining the valuation relationships, the Management Board will also ensure that share- holders' interests are properly taken into account. The Company will also have access to the Authorized Capital 2023 as resolved by the General Meeting on June 5, 2023, to acquire companies or holdings in other companies. When deciding on the nature of shares to be provided to finance such transactions, the Management Board will be guided solely by the interests of the Company and its shareholders.

The Management Board is to be further authorized, with the Supervisory Board's consent, to use the shares acquired pursuant to the proposed authorization to satisfy the exchange rights or obligations of owners or creditors under the convertible and/or option bonds issued by the Company. If and to the extent that the Company makes use of this option, it will not be necessary to implement a conditional capital increase. The shareholders' interests are therefore not affected by this additional option. The use of the Company's existing own shares instead of a capital increase or a cash payment can make economic sense, and thus the authorization is intended to increase flexibility.

The Supervisory Board may, at its discretion, provide that measures by the Management Board pursuant to the authorizations granted by the General Meeting can only be taken with the Supervisory Board's consent, pursuant to section 71 (1) no. 8 AktG.

The Management Board will inform the subsequent General Meeting of any use of the authorization.

Brunnthal, April 2024

SFC Energy AG

The Management Board

sgd. Dr. Peter Podesser

sgd. Daniel Saxena

sgd. Hans Pol

Convenience translation of the German original

Page 3