SFC Energy : Self-imposed restriction authorised capital

SFC Energy AG

Brunnthal

- ISIN DE0007568578 -

- WKN 756857 -

Ordinary (virtual) Annual General Meeting 2022

being held April 28, 2022, at 10.00 a.m. (CEST)

Dear Shareholders,

Ladies and Gentlemen,

We have convened our Annual General Meeting 2022 by notice published in the Federal Gazette on March 22, 2022 (corrected on March 24, 2022) for April 28, 2022.

Under agenda item 6 of this Ordinary (virtual) Annual General Meeting, the Supervisory Board and the Management Board have submitted proposed resolutions on the cancellation of the existing authorised capital, the creation of a new authorised capital with the possibility of exclusion of shareholders' subscription rights and corresponding amendment of the Articles of Association. The proposed resolution contains an authorization for the Management Board to issue 20% of the nominal share capital of currently EUR 14,469,743.00, i.e., EUR 2,893,948.00, and to preclude shareholders' subscription rights in the case of capital increases from Authorized Capital 2022 with the approval of the Supervisory Board; the authorizations to preclude subscription rights in the case of capital increases are limited in total to an amount not exceeding 10% of the share capital. We have thus pursued the objective of being able to finance further growth of our company with sufficient flexibility but also to balance with the interests of our existing investors.

However, we have learnt from the investor dialogue pursued in the run-up to the Annual General Meeting certain concerns about the maximum scope of our capital authorizations, including authorized capital and conditional capital. Therefore, we have decided to issue a public undertaking that all capital authorizations will be limited in total to a volume of 40% of the existing share capital of the Company and to limit the use of existing conditional capital.

Against this background and to meet these concerns, we have today adopted in the Management Board the following resolution:

"In the event that the Annual General Meeting of SFC Energy AG, Brunnthal, on April 28, 2022, adopts the amended resolution proposals of the Management Board and the Supervisory Board dated April 21, 2022 regarding item 6 of the agenda with the required majority, the Management Board of SFC Energy AG will adhere to the following restrictions, which will be made permanently publicly available on the Company's website in the "Investor Relations" section:

• • The authorization to issue convertible bonds and/or warrant-linked bonds (or combinations of these instruments) on the basis of the authorization pursuant to agenda item 8 a) resolved by the General Meeting held on May 7, 2015 has expired. Therefore, the Management Board will not issue new convertible bonds and/or warrant-linked bonds (or combinations of these instruments), and will procure that such bonds will not be issued, on the basis of the authorization pursuant to agenda item 8 a) resolved by the General Meeting held on May 7, 2015 and will not confer new conversion and/or option rights to acquire new no-par value bearer shares of the Company or create a new conversion obligation or a right to deliver shares, and will procure that such rights will not be conferred or created, and will thus not implement a capital increase pursuant to article 5 para. 4 of the Articles of Association of SFC Energy AG.

• • The authorization to issue convertible bonds and/or warrant-linked bonds (or combinations of these instruments) on the basis of the authorization under agenda item 7 b) resolved by the General Meeting held on June 14, 2016, as it is linked to the conditional capital pursuant to Art. 5 para. 5 of the Articles of Association, has expired. Therefore, the Management Board will not issue new convertible bonds and/or warrant-linked bonds (or combinations of these instruments), and will procure that such bonds will not be issued, on the basis of the authorization under agenda item 7 b) resolved by the General Meeting held on June 14, 2016 and will not confer new conversion and/or option rights to acquire new no-par value bearer shares of the Company or create a new conversion obligation or a right to deliver shares, and will procure that such rights will not be conferred or created, and will thus not implement a capital increase pursuant to article 5 para. 5 of the Articles of Association of SFC Energy AG.

• • The Management Board commits to make use of the authorization under agenda item 7 b) resolved by the General Meeting held on June 14, 2016 and the authorization under agenda item 7 b) resolved by the General Meeting held on May 16, 2019 as well as of article 5 para. 7 of the Articles of Association of SFC Energy AG only to the extent as if article 5 para. 7 of the Articles of Association of SFC Energy AG would read as follows (changes to article 5 para. 7 of the Articles of Association of SFC Energy AG are underlined):

  "(7) The share capital shall be conditionally increased by up to EUR 1,593,949.00 through issuance of up to 1,593,949 new no-par value ordinary bearer shares, each representing a pro rata amount of EUR 1.00 of the share capital (Conditional Capital 2019). This conditional capital increase serves to issue no-par value bearer shares to the holders of convertible bonds and/or warrant-linked bonds (or combinations of these instruments) which are issued by the Company or its direct or indirect subsidiaries against payment in cash on the basis of the authorization under agenda item 7 b) resolved by the General Meeting held on June 14, 2016 and the authorizations under agenda item 7 b) resolved by the General Meeting held on May 16, 2019 and confer conversion and/or option rights to acquire new no-par value bearer shares of the Company or create a conversion obligation or a right to deliver shares. The conditional capital increase shall be implemented only to the extent that option or conversion rights are exercised or holders required to convert their bonds into shares fulfill such conversion obligation or to the extent that the Company has to deliver shares due to the exercise of substitution rights by the Company and to the extent that no treasury shares or new shares from authorized capital are used for servicing these bonds. The new no-par value bearer shares shall be entitled to dividends from the beginning of the previous financial year if they are issued as a result of the exercise of option or conversion rights

before the beginning of the Annual General Meeting of the Company. Otherwise, they shall be entitled to dividends from the beginning of the financial year in which they are issued as a result of the exercise of option or conversion rights. The Management Board shall be authorized, with the approval of the Supervisory Board, to determine the further details of the implementation of the conditional capital increase. The Supervisory Board shall be authorized to amend the wording of Article 5 of the Articles of Association to reflect the relevant utilization of the Conditional Capital 2019 and to carry out all other related amendments to the Articles of Association that only concern the wording. The same applies in the case of non-exercise of the authorization to issue convertible bonds and/or warrant-linked bonds after the authorization period has expired, as well as in the case of non-utilization of the Conditional Capital 2019 after the periods for the exercise of option or conversion rights or for the fulfillment of conversion or option obligations have expired."

We will also announce and explain this public undertaking to you in more detail at the Annual General Meeting on April 28, 2022.

We ask for your support and hope that you will take our self-imposed restriction into account when casting your votes and issuing instructions to persons you have appointed to exercise your voting rights.

Brunnthal, April 21, 2022

SFC Energy AG

The Management Board