SYNLAB : Agenda and convening of the general meeting

Convening

of the Annual General Meeting of SYNLAB AG on 17 May 2024

SYNLAB AG

München

WKN A2TSL7

ISIN DE000A2TSL71

We hereby invite our shareholders

to the Annual General Meeting of SYNLAB AG,

which will be held on Friday, 17 May 2024,

at 13:00 noon CEST.

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The

Annual General Meeting will be held, in accordance with the resolution of

the Management Board of

15 March 2024 and the approval of the Supervisory Board

of 22 March 2024, as a

Virtual General Meeting

without the physical presence of shareholders and their proxies

(for further details, please refer to the

"Further information and instructions" section).

The entire General Meeting will be broadcast for duly registered shareholders

or their proxies on the Company's website at

https://ag.synlab.com/agm

in the password-protected internet service ("InvestorPortal") both in audio and video.

The location of the

Annual General Meeting for the purposes of the German Stock Corporation Act is

the conference room "Europasaal" of the Börse München (Bayerische Börse AG), Karolinenplatz 6, 80333

München.

Shareholders and their proxies (with the exception of the proxies nominated by the Company) are not permitted to

be present at the venue of the Annual General Meeting.

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AGENDA

1. Presentation of the approved annual financial statements including management report and the endorsed consolidated financial statements including Group management report of SYNLAB AG to 31 December 2023, together with the explanatory report of the Management Board concerning the disclosures according to sections 289a and 315a of the German Commercial Code (HGB) included therein, as well as the report of the Supervisory Board for the fiscal year 2023.
   The documents mentioned above are published on the internet at the following address: https://ag.synlab.com/agm. They will also be available during the Annual General Meeting and will be explained in more detail.
   The Supervisory Board has approved the annual financial statements and consolidated financial statements prepared by the Management Board; the annual financial statements are thus adopted in accordance with section 172 sentence 1 of the German Stock Corporation Act. Therefore, in accordance with applicable law, no resolution of the Annual General Meeting is provided for in this item of the agenda. As the annual financial statements for the 2023 financial year do not show a balance sheet profit, no resolution on the appropriation of the net profit is to be adopted.
2. Resolution on granting discharge to the members of the Management Board.
   The Management Board and the Supervisory Board propose to grant discharge to the members of the Management Board for the fiscal year 2023.
3. Resolution on granting discharge to the members of the Supervisory Board.
   The Management Board and the Supervisory Board propose to grant discharge to the members of the Supervisory Board for the fiscal year 2023.
4. Elections to the Supervisory Board
   The Supervisory Board member Barbara Lambert, who was elected by the Annual General Meeting, has resigned from her office as a member of the Supervisory Board with effect from 31 March 2024. Mrs Laura Brachs was appointed by the court with effect from 01. April 2024 as a member of the Supervisory Board until the end of the next Annual General Meeting. Her term of office as a shareholder representative on the Supervisory Board will therefore end at the end of the Annual General Meeting on 17 May 2024. In addition, Supervisory Board member Christian Salling, who was elected by the Annual General Meeting, has resigned from his position with effect from the end of the Annual General Meeting on 17 May 2024. As a result, two Supervisory Board members are to be elected as shareholder representatives at the Annual General Meeting on 17 May 2024.
   In accordance with sections 95, 96 para. 1, 101 para. 1 AktG and sections 1 para. 1, 5 para. 1, 7 para. 1 sentence 1 no. 1 of the German Co-Determination Act (MitbestG), the Supervisory Board of SYNLAB AG is composed of six shareholder representatives and six employee representatives and, in accordance with section 96 para. 2 sentence 1 AktG, at least 30% women (i.e. at least four) and at least 30% men (i.e. at least four). These minimum proportions must be fulfilled by the Supervisory Board as a whole, as neither the shareholder representatives nor the employee representatives have objected to the overall fulfilment.
   In accordance with article 8.2 of the Articles of Association of SYNLAB AG, the Supervisory Board members are elected for a term no longer than until the end of the Annual General Meeting that resolves on granting discharge for the fourth fiscal year after the commencement of the respective member's term of office; the fiscal year in which a Supervisory Board member's term of office commences shall not be counted. When electing Supervisory Board members for the shareholders, the General Meeting is not bound by election nominations.
   On the recommendation of the Nomination Committee, the Supervisory Board proposes to elect

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1. Ms Laura Brachs, resident in Frankfurt a.M., Germany, Associate at Cinven LLP, to the Supervisory Board as a shareholder representative for a term of office from the end of the Annual General Meeting on 17 May 2024 until the end of the Annual General Meeting that resolves on the discharge of the Supervisory Board members for the 2025 financial year.
   Mrs Laura Brachs is a member of the following statutory supervisory boards or comparable domestic or foreign controlling bodies of commercial enterprises:

• TK Elevator GmbH

In the opinion of the Supervisory Board, there are material business relationships within the meaning of the German Corporate Governance Code between Laura Brachs and SYNLAB AG, its Group companies, the executive bodies of SYNLAB AG or a significant shareholder in SYNLAB AG that justify a lack of independence from the controlling shareholder.

1. Thilo Sautter, resident in Burnham, United Kingdom, partner at Cinven LLP, to the Supervisory Board as a shareholder representative for a term of office from the end of the Annual General Meeting on 17 May 2024 until the end of the Annual General Meeting that resolves on the discharge of the Supervisory Board members for the 2025 financial year.
   Thilo Sautter is a member of the following statutory supervisory boards or comparable domestic or foreign controlling bodies of commercial enterprises:

• FC Augsburg 1907 GmbH & Co. KGaA

In the opinion of the Supervisory Board, there are material business relationships within the meaning of the German Corporate Governance Code between Thilo Sautter and SYNLAB AG, its group companies, the executive bodies of SYNLAB AG or a significant shareholder in SYNLAB AG that justify a lack of independence from the controlling shareholder.

The election proposal is in line with the competence profile of the Supervisory Board and the objectives it has set itself for its composition. The nominations fulfil the requirements for the proportion of women on the Supervisory Board in accordance with Section 96 (2) sentence 1 AktG.

The curricula vitae of Laura Brachs and Thilo Sautter, which also contain an overview of their main activities in addition to his Supervisory Board mandate, can be found in the annex to this notice of convocation.

1. Resolution on the appointment of the auditor for the financial statements and the consolidated financial statements for the fiscal year 2024 as well as the auditor for the audit review of the first half-year financial report for the fiscal year 2024.
   Upon recommendation of the Audit & Risk Committee, the Supervisory Board proposes to appoint Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich, as the auditors for the financial statements and the consolidated financial statements for the fiscal year 2024 and for the audit review of the first half-year financial report of 2024 in accordance with sections 115, 117 of the German Securities Trading Act.
   The Audit & Risk Committee declared that its recommendation has not been improperly influenced by third parties and that it has not been subject to any clause restricting its choice within the meaning of article 16 para. 6 of the EU Audit Regulation.
2. Resolution on the approval of the compensation report.
   Pursuant to section 162 of the German Stock Corporation Act, the management board and supervisory board of listed companies must prepare a report on the compensation granted and owed to the members of the Management Board and Supervisory Board in the fiscal year 2023 and present it to the Annual General Meeting for approval in accordance with section 120a para. 4 sentence 4 of the German Stock Corporation Act.
   The compensation report for the fiscal year 2023 and the auditor's report thereon are presented following item 7 under "Compensation Report (item 6)".

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The Management Board and the Supervisory Board propose to approve the compensation report for the fiscal year 2023 prepared and audited in accordance with section 162 of the German Stock Corporation Act.

7. Resolution on the amendment of Article 15 para. 2 sentence 3 of the Articles of Association: adjustment of the record date in accordance with the German Act on the Financing of Future-Proof Investments (Zukunftsfinanzierungsgesetz - ZuFinG)

Article 15 of the Articles of Association (right to participate in the Annual General Meeting) regulates, among other things, the proof of share ownership on the record date relevant for participation in the Annual General Meeting. With effect from 24 November 2023, the legislator has decided to amend the record date in Section 123 (4) sentence 2 AktG.

Against this background, the Management Board and Supervisory Board propose that the following resolution be adopted:

§ Section 15 para. 2 sentence 3 of the Articles of Association shall be reworded as follows:

"The evidence must relate to the close of business on the 22nd day prior to the annual general meeting."

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Compensation Report for the Financial Year 2023 (Agenda Item 6)

Introduction

The compensation report outlines the relevant numbers, the principles and the structure for both the members of the management board (the "Management Board") and the supervisory board (the "Supervisory Board") of SYNLAB AG ("SYNLAB" or "the Company", the Company together with its subsidiaries "the Group") for the financial year 2023. The report was prepared jointly by the Management Board and the Supervisory Board in accordance with the requirements of section 162 of the German Stock Corporation Act (Aktiengesetz, AktG) and the compensation system complies with the recommendations and suggestions of the German Corporate Governance Code (GCGC) in its latest version as of 28 April 2022.

Financial year 2023 in retrospect

SYNLAB constantly seeks to grow its activities and to expand its position as a leader in medical diagnostics services and specialty testing in Europe. To further reinforce this position, the Company continues to focus on medical excellence and customer centricity while placing patients and customers at the heart of what SYNLAB does. Therefore, SYNLAB implemented its strategy named FOR YOU. FOR YOU consists of four fields with each field encompassing a strategic field for engagement, which are:

• Superior patient and clinician experience
• Operational excellence
• Efficient capital deployment
• Empowered and engaged employees

SYNLAB can now look back on an eventful and successful 2023 fiscal year. Throughout 2023, SYNLAB, along with society and the economy, faced a number of challenges, including geopolitical disruptions, inflationary pressures and rising costs. Despite these adversities, SYNLAB has successfully steered its course. It has stayed true to its strategic vision while remaining vigilant to the market dynamics that shape its operations. The revenue reached 2,635.2 M€, with an adjusted EBITDA (AEBITDA) of 437.6 M€ and a respective margin of 16.6.

Since around 21% of the target compensation is based on the financial short-term incentive (STI) targets AEBITDA, Revenue and Free Cash Flow, the Management Board members are directly incentivized for the financial performance in the most recent financial year. Furthermore, Environmental, Social and Governance (ESG) and individual non-financial targets, such as Progression of Employee Engagement, reflect the Company's focus on empowered and engaged employees in the STI. In order to make the management compensation dependent on sustainable and long-term success of the Company, between 32% and 34% of the compensation is based on the long-term incentive (LTI). The LTI rewards a positive share price development of the Company in absolute and relative terms. With this compensation structure, which is governed in the compensation system, Management Board compensation is connected in the short- and long-term to the strategy of SYNLAB and the successful implementation of the strategy.

The Management Board compensation and the Supervisory Board compensation are based on the respective compensation systems. Both, the existing system for the Management Board compensation and the existing system for the Supervisory Board compensation, were presented to the Annual General Meeting on 16 May 2022 pursuant to section 120a AktG1. The Management Board compensation system was approved by a majority of 91.40% and the Supervisory Board compensation system was approved by a majority of 99.97%. Due to the approval at the 2023 Annual General Meeting with an approval rating of 98.28%, there was no reason to amend the overall structure of the reporting for 2023. In 2023, the systems were applied for all members of the Management Board and the Supervisory Board. In 2023, the Management Board consisted of two members: Mathieu Floreani as the Chief Executive Officer (CEO) and Sami Badarani as the Chief Financial Officer (CFO). The Supervisory Board consisted of twelve board members who are the same as in 2021 (see details below in section IV.: Supervisory Board compensation).

1 https://ag.SYNLAB.com/

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Management Board compensation

COMPONENTS OF COMPENSATION SYSTEM

The main target of the Management Board compensation is to align the compensation with the SYNLAB core strategy FOR YOU. Pay for performance and a strong focus on sustainable and long-term development of the Company are the central elements of the Managing Board compensation. With this in mind, around 63% of the CEO's and around 60% of the CFO's total target compensation consist of variable components. The variable components are split into STI and LTI (STI and LTI together form the "Variable Compensation"). The Variable Compensation rewards the Management Board members for their performance in the recent financial year (STI) and over a long-term period of four years (LTI) by relating the compensation to the achievement of pre-defined targets. The fixed components ("Fixed Compensation"), which are the base salary, other benefits and contributions to a pension scheme are not linked to any targets and represent 37% of the CEO's total target compensation and 40% of the CFO's total target compensation.

COMPENSATION COMPONENTS 2023

CEO

CFO

Fixed compensation2 Variable compensation3

37%63%

40%60%

While three financial-based targets within the STI ensure the Management Board's overall responsibility for the Group's operational success, there are also four non-financial targets. One of these non-financial-based targets is an ESG target which links compensation to the Company's environmental and social responsibility. The other three non-financial targets are individual targets, with one of the CEO's and CFO's individual non-financial targets also being an ESG target. As a result, the CEO and CFO are compensated for the financial and non-financial performance in each financial year.

To reward sustainable growth and actions with a long-term horizon, an LTI has been implemented with a four-year performance period. With a weighting of around 32% to 34% of the target compensation, the LTI requires the Management Board members to contribute to sustainable value creation. The LTI is based on the performance of the share price of SYNLAB over the performance period and is calculated based on the achievement of two targets: relative and absolute total shareholder return. The total shareholder return (TSR) is the share price development including dividends over a four-year period. This provides strong alignment between shareholders' interests and the interests of each Management Board member. The compensation system for the Management Board members is complemented by malus and clawback rules, a Share Ownership Programme and a Cap on the maximum annual compensation broken down into each compensation element (each as defined below).

1. Base salary, other benefits and pension scheme
2. STI and LTI

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TARGET COMPENSATION AND MAXIMUM COMPENSATION

Each member of the Management Board is entitled to a target compensation which is based on the role and the experience of each board member. The target compensation is to be paid on 100% achievement level of the STI targets and the granted amount based on fair values for the LTI. As the LTI is granted on 1 May, the target amount is based on the pro-rata amount of the tranche 2022 for the time from January 2023 until April 2023 and on the pro- rata amount for the tranche 2023 starting in May 2023 until December 2023. The target compensation is compliant with the principles set out in the Management Board compensation system.

For the financial year 2023 (and 2022), the target compensation for both active Management Board members is as shown below:

M. FLOREANI (CEO)

Target compensation	2023			2022
€ 000, unless stated otherwise		Absolute	Relative	Absolute	Relative
Fixed compensation		1,429			37%		1,434			37%
Base salary		1,000			26%		1,000			26%
Other benefits and insurances		41			1%		43			1%
Pension scheme		389			10%		391			10%
Variable compensation		2,400			63%		2,400			63%
STI		1,100			29%		1,100			29%
STI 2022		-			-		1,100			29%
STI 2023		1,100			29%		-			-
LTI		1,300			34%		1,300			34%
LTI 2022		433			11%		433			11%
LTI 2023		867			23%		867			23%
Total target compensation		3,829			100%		3,834			100%

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S. BADARANI (CFO)

Target compensation	2023			2022
€ 000, unless stated otherwise		Absolute	Relative	Absolute	Relative
Fixed compensation		935			40%		930			40%
Base salary		700			30%		700			30%
Other benefits and insurances		43			2%		43			2%
Pension scheme		190			8%		187			8%
Variable compensation		1,400			60%		1,400			60%
STI		650			28%		650			28%
STI 2022		-			-		650			28%
STI 2023		650			28%		-			-
LTI		750			32%		750			32%
LTI 2022		250			11%		250			11%
LTI 2023		500			21%		500			21%
Total target compensation		2,333			100%		2,330			100%

The maximum possible compensation is set out individually for both Management Board members in their contracts and defines the maximum possible pay-out committed to each Management Board member for one financial year ("Maximum Compensation" or "Cap").

For Mr Floreani, the Cap is set at 7.3 M€ and for Mr Badarani, the Cap is set at 4.4 M€.

In relation to the variable compensation elements, the Maximum Compensation for one financial year must include all payments made for that financial year, irrespective of the point in time at which they are received. As a result, the total compensation paid out for the financial year 2023 can only be finally determined once the performance periods of both variable elements have elapsed, i.e. the final LTI pay-out can only be calculated after expiration of the four-year performance period following the grant date. The tranche for 2023 was granted as of 1 May 2023, therefore the performance period will end in April 2027. Due to the granting of the tranche as at the beginning of May 2023, the Cap of the tranche 2023 consists of 33.3% of the LTI 2022 (January 2023 to April 2023) and of 66.7% of the LTI 2023 (May 2023 until December 2023). Thus, a comprehensive review is not possible at this point of time.

The Cap on the other elements, especially the STI, was complied with.

Compliance with the total Maximum Compensation will be reported in the compensation report for the year 2027, i.e. as soon as the final payment of the LTI can be determined. Should the maximum LTI to be paid out result in a total compensation that is above the Cap, then the LTI will be reduced accordingly so that compliance with the Maximum Compensation is ensured.

PROCEDURE FOR ESTABLISHING, IMPLEMENTING AND REVIEWING THE COMPENSATION SYSTEM AND ITS APPROPRIATENESS

The plenum of the Supervisory Board determined the compensation system for the Management Board in accordance with section 87a AktG based on the proposal of the Supervisory Board's presiding committee; it was approved by the Annual General Meeting in May 2022. In assessing the appropriateness of the compensation system, the Supervisory Board has determined appropriate compensation for each Management Board member based on their duties, performance and seniority, also taking into account the Company's situation. The Supervisory Board was supported by an external and independent expert.

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