Va Q tec : Invitation including agenda (convenience translation only)

va-Q-tec AG

Würzburg

ISIN: DE0006636681

WKN: 663668

(Unique identifier of the event: 5a8ba99ae8ecee11b53100505696f23c)

Dear shareholders,

We hereby invite our shareholders to attend our Annual General Meeting (AGM), which will be held on Monday, 10 June 2024, at 11:00 a.m. (CEST) at the Novum Conference & Events Centre, Schweinfurter Strasse 11, 97080 Würzburg, Germany.

AGENDA

1. Submission of the adopted separate annual financial statements as of 31 Decem- ber 2023, the approved consolidated financial statements as of 31 December 2023, the management reports for the Group and for va-Q-tec AG for the 2023 financial year, and the report of the Supervisory Board for the 2023 financial year

On 17 April 2024, the Supervisory Board approved the separate financial statements prepared by the Management Board for the 2023 financial year, and, on 25 April 2024, it approved the consolidated financial statements prepared by the Management Board for the 2023 financial year. As a consequence, the separate annual financial state- ments have been adopted pursuant to Section 172 Sentence 1 of the German Stock Corporation Act (AktG). The separate annual financial statements, the consolidated financial statements, the management reports for the Group and for va-Q-tec AG for the 2023 financial year, and the Supervisory Board report must be made available to the AGM. No resolution on this agenda item is to be passed.

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1. Ratification of the actions of the members of the Management Board for the 2023 financial year
   The Management and Supervisory boards propose that the actions of all of the mem- bers of the Management Board in office in the 2023 financial year be ratified for their respected periods of office in the 2023 financial year.
2. Ratification of the actions of the members of the Supervisory Board for the 2023 financial year
   The Management and Supervisory boards propose that the actions of all of the mem- bers of the Supervisory Board in office in the 2023 financial year be ratified for their respected periods of office in the 2023 financial year.
3. Election of the auditor and of any Group auditor for the 2024 financial year
   The Supervisory Board proposes to appoint Rödl & Partner GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Nuremberg, as the au- ditors of the separate annual financial statements and of any consolidated financial statements for the 2024 financial year.
4. Election of a Supervisory Board member
   In November 2023, the Company's Management Board applied to the Würzburg Dis- trict Court for the court appointment of Ms. Camilla Macapili Languille to the sixth Su- pervisory Board position, which was vacant at the time, for a limited period until the end of the next AGM. Ms. Camilla Macapili Languille was appointed as a member of the Company's Supervisory Board by ruling of the Würzburg District Court on 28 November 2023. Although the appointment by the Würzburg District Court was implemented for an indefinite period, it is intended that the office of Ms. Camilla Macapili Languille be legitimized by a resolution of the AGM. For this reason, Ms. Camilla Macapili Languille is now to be elected to the Supervisory Board by the AGM.
   Pursuant to Section 95 Sentence 2 of the German Stock Corporation Act (AktG) and Section 11.1 of the bylaws of va-Q-tec AG, the Supervisory Board of va-Q-tec AG is to consist of six members. It is not subject to co-determination. All members of the Super- visory Board are therefore elected by the AGM as shareholder representatives pursu- ant to Sections 96 (1), 101 (1) Sentence 1 AktG and Section 11.2 Sentence 1 of the bylaws of va-Q-tec AG.
   The Supervisory Board proposes that

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Ms. Camilla Macapili Languille, resident in Abu Dhabi, United Arab Emirates, Managing Director and Head of the Life Sciences Division of Mubadala Investment Company (MIC), Abu Dhabi, United Arab Emirates,

be elected to the Company's Supervisory Board with effect from the conclusion of this AGM until the conclusion of the AGM that passes a resolution concerning the ratification of their actions for the third financial year after the beginning of their term of office, not counting the financial year in which their term of office begins.

The Supervisory Board has satisfied itself that the proposed candidate will be able to devote the time required for her work as a member of the Supervisory Board.

Further information about the nominated candidates can be found in her CV, which provides information about relevant knowledge, skills, and experience, and is reproduced after the agenda in the Section "Information and reports to the Annual General Meeting".

6. Resolution concerning the approval of the Spin-Off and Takeover Agreement be- tween va-Q-tec AG and va-Q-tec Thermal Solutions GmbH dated 23 April 2024

For the independent further development especially of the Company's Products Divi- sion, which develops, produces, and sells highly efficient vacuum insulation panels for insulation as well as thermal energy storage components for the reliable and energy- efficient storage of thermal energy, this division and, from the Company's Services and Systems divisions, the "Food Boxes", "Last Mile" business activities, as well as the production of boxes and containers for deployment in the pharmaceutical area (to- gether the "Spin-OffBusiness Unit") are to be transferred to an independent new company, namely va-Q-tec Thermal Solutions GmbH, which va-Q-tec AG founded on 14 February 2024, and entered in the commercial register of Würzburg District Court on 22 February 2024 under commercial register sheet number 17206. For this purpose, the assets and liabilities as well as the rights and obligations that are to be allocated to the Spin-Off Business Unit are to be transferred to va-Q-tec Thermal Solutions GmbH.

Following the completion of the Spin-Off, the interest of va-Q-tec AG in va-Q-tec Ther- mal Solutions GmbH is to be divested and transferred to a company held by the share- holders of the majority shareholder of va-Q-tec AG, Fahrenheit AcquiCo GmbH, at fair value and on arm's length terms.

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Moreover, it is intended that the land held by va-Q-tec AG will be divested separately to va-Q-tec Thermal Solutions GmbH at fair market value and on arm's length terms after the Spin-Off takes effect.

From an operating perspective, the implementation of the Spin-Off requires the establishment of new service relationships between va-Q-tec AG and va-Q-tec Thermal Solutions GmbH. In addition to the conclusion of various rental agreements, the intention is to conclude various exchange and service agreements on arm's length terms for this purpose, in particular with regard to the use of intellectual property, the regulation of long-term supply relationships for certain products, as well as the rendering of research and development services, and the provision and maintenance of certain premises.

To implement the spin-off of the Spin-Off Business Unit, va-Q-tec AG as the Transferring Entity and va-Q-tec Thermal Solutions GmbH as the Acquiring Entity concluded a Spin-Off and Transfer Agreement (Document and Depository Register No. W 1040/2024 of notary Dr. Simon Weiler, Munich) on 23 April 2024 concerning the Spin-Off Business Unit ("Spin- Off Agreement"), which the AGM of va-Q-tec AG is to approve under this agenda item.

The plan is that the shareholders' meeting of va-Q-tec Thermal Solutions GmbH will approve the Spin-Off Agreement at the same time as the AGM of va-Q-tec AG.

In accordance with the Spin-Off Agreement, the assets and liabilities, rights and obli- gations, as well as contractual relationships (collectively the "Spin-OffAssets") allocable to the Spin-Off Business Unit are to be transferred in their entirety to va-Q-tec Thermal Solutions GmbH by way of a spin-off for absorption pursuant to Section 123

1. No. 1 in conjunction with Sections 124 et seq., 138 et seq., 141 et seq. of the Ger- man Corporate Reorganization Act ("UmwG") in return for the granting of new shares in va-Q-tec Thermal Solutions GmbH.

In the relationship between va-Q-tec AG and va-Q-tec Thermal Solutions GmbH, the transfer of the Spin-Off Assets is to take place with effect as of the Spin-Off Date, as of the beginning (00:00 hours) of 1 January 2024. The Spin-Off is based on the balance sheet of the audited separate annual financial statements of va-Q-tec AG as of 31 De- cember 2023 (24:00 hours), which were issued with an unqualified audit opinion by Rödl & Partner GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Nuremberg, as the closing balance sheet pursuant to Sections 125 (1) Clause 1, 17 (2) UmwG. The transfer of the Spin-Off Assets is to take place with effect in rem for va-Q- tec AG as of the date on which the Spin-Off is entered in the commercial register.

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As consideration for the transfer of the Spin-OffAssets, va-Q-tecThermal Solutions GmbH is to grant va-Q-tecAG 1,000 new shares in va-Q-tecThermal Solutions GmbH with a nominal value of EUR 1.00 each. To this end, it will increase its share capital ac-

cordingly by EUR 1,000, from EUR 25,000 to EUR 26,000, by creating 1,000 new shares.

The contribution is to be made by transferring the Spin-Off Assets in accordance with the Spin-Off Agreement. Additional cash payments are not to be rendered. To the extent that the value of the Spin-Off Assets exceeds the nominal amount of the increase in share capital, this amount is to be recognized as a capital contribution to the capital reserves of va-Q-tec Thermal Solutions GmbH pursuant to Section 272 (2) No. 1 of the German Commercial Code (HGB).

The Spin-Off is explained and substantiated in detail from a legal and financial perspective in the joint Spin-Off Report of the Management Board of va-Q-tec AG and the management of va-Q-tec Thermal Solutions GmbH pursuant to Sections 123 (3) No. 1, 125, 127 of the German Corporate Reorganization Act (UmwG). Pursuant to Section 125 (1) Sentence 2 UmwG, this Spin-Off is not to be audited by a court-appointed expert auditor. The Spin-Off Report and further documents relating to the Spin-Off will be available on the Company's website at https://ir.va-Q-tec.com and under the link "An- nual General Meeting" from the date of convocation of the AGM, and will also be available for inspection by shareholders at the Company's offices at Alfred-Nobel-Strasse 33, 97080 Würzburg, Germany, as well as at the AGM.

The wording of the main text of the Spin-Off Agreement together with a description of the main content of the associated annexes is reproduced in this invitation to the AGM in the Section "Information and reports to the Annual General Meeting". The Spin-Off Agreement (including all annexes) will be available on the Company's website at https://ir.va-Q-tec.com and under the link "Annual General Meeting" from the date of convocation of the AGM, and will also be available for inspection by shareholders at the Company's offices at Alfred-Nobel-Strasse 33, 97080 Würzburg, as well as at the AGM.

The Management and Supervisory boards propose

the approval of the notarized Spin-Off and Takeover Agreement (Document and Depository Register No. W 1040/2024 of notary Dr. Simon Weiler, Munich) between va-Q-tec AG as the Transferring Entity and va-Q-tec Thermal Solutions GmbH as the Acquiring Entity, notarized on 23 April 2024.

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7. Resolution concerning amendments to the Company's bylaws

In order to modernize the bylaws of va-Q-tec AG and make them more flexible, the Management and Supervisory boards propose that the following resolutions be adopted:

7.1 New version of Section 2.1 of the bylaws regarding the Company's purpose

Section 2.1 of the bylaws is to be revised and is to read as follows:

"The Company's purpose shall be the development, production, and sale of innovative insulation components and insulation systems, in particular vacuum insulation systems, heat and cold storage components, and system solutions with these components; as well as the development, production, and sale of software, electronic measuring devices for measuring physical quantities, and thermal packaging, as well as related thermal consulting and development. The Company may also limit its activities to some of the aforementioned activities."

7.2 Amendment of Section 14 of the bylaws regarding Supervisory Board remu- neration and liability insurance

Section 14 of the bylaws is to be revised and is to read as follows:

"The Shareholders' General Meeting shall pass a resolution concerning the remuneration of the members of the Supervisory Board and of any of its commit- tees. The remuneration shall also include the assumption of the costs of liability insurance (so-called D&O insurance), which is taken out by the Company for the members of the Supervisory Board. This insurance shall be arranged with an appropriate insured sum. The Company shall bear the costs of such insur- ance."

7.3 New version of Section 15.3 of the bylaws regarding the deadline for conven- ing the Annual General Meeting

Section 15.3 of the bylaws is to be revised and is to read as follows:

"The Annual General Meeting shall be convened by way of publication in the German Federal Gazette (Bundesanzeiger) at least thirty days before the date of the Annual General Meeting, unless a shorter period is permitted by law. This minimum period shall be extended by the days of the registration period pursuant to Section 16.1 of the Company's bylaws."

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7.4 Deletion of Section 15.4 of the bylaws regarding the transmission of notices of convocation

The bylaws shall be amended as follows:

"Section 15.4 of the bylaws shall be deleted without replacement and Section

15.4 shall remain blank for the time being."

7.5 New version of Section 17.1 of the bylaws regarding the chairing of the An- nual General Meeting

Section 17.1 of the bylaws is to be revised and is to read as follows:

"The Annual General Meeting shall be chaired by the Chair of the Supervisory Board, another member of the Supervisory Board appointed by the Chair of the Supervisory Board, or another person appointed by the Chair of the Supervisory Board (chair of the meeting). If the Chair of the Supervisory Board, or the person appointed by the Chair of the Supervisory Board to chair the meeting, is not present or is prevented from chairing the meeting, the Supervisory Board members present shall elect the chair of the meeting."

7.6 New version of Sections 19.1 and 19.2 of the bylaws regarding financial ac- counting and appropriation of profits

Sections 19.1 and 19.2 of the bylaws are to be revised and are to read as follows:

"19.1 The Management Board must prepare the annual financial statements and the management report and, if required by law, the consolidated financial statements and the Group management report, for the past financial year and submit them to the Supervisory Board. At the same time, the Management Board must submit to the Supervisory Board any proposal it wishes to make to the Annual General Meeting for the appropriation of net profit.

19.2 In accordance with statutory provisions, the Supervisory Board must ex- amine the annual financial statements, the management report, any pro- posal for the appropriation of net profit and, if applicable, the consoli- dated financial statements and the Group management report, and re- port in writing to the Annual General Meeting on the results of the audit, and must comment on the results of any audit of the annual financial statements and, if applicable, the consolidated financial statements, by

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the auditor. It must submit its report to the Management Board within one month of receiving the documents. If the Supervisory Board approves the annual financial statements after examination, they shall be adopted unless the Management and Supervisory boards decide to leave the adoption of the annual financial statements to the Annual General Meeting."

INFORMATION AND REPORTS TO THE ANNUAL GENERAL MEETING

RELATING TO AGENDA ITEM 5:

In addition to agenda item 5, the CV and further information about the candidate nominated for election to the Supervisory Board are presented below. This information can also be found at https://ir.va-Q-tec.com under the link "Annual General Meeting".

Camilla Macapili Languille

Education:

Camilla Macapili Languille graduated from Columbia University in New York City, USA, with a B.A. in Economics and Political Science.

Professional career:

• Since 2018: Managing Director, Head of Life Sciences and Direct Investments, and mem- ber of the Investment Committee of Mubadala Investment Company (MIC), Abu Dhabi, United Arab Emirates
• 2016 - 2018: Senior Vice President in the Technology Division of Mubadala Investment Company (MIC), Abu Dhabi, United Arab Emirates
• 2013 - 2015: Vice President in the Utilities & Mining Division, Head of the Power Depart- ment of Mubadala Investment Company (MIC), Abu Dhabi, United Arab Emirates
• 2011 - 2013: Senior Manager at Daiwa Capital Advisory Partners, Paris, France
• 2007 - 2010: Investment Manager at Virgin Management Ltd, London, UK
• 2005 - 2007: Analyst in Consumer Healthcare & Retail at J.P. Morgan Securities Inc., London, UK, and New York, USA

RELATING TO AGENDA ITEM 6:

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Spin-Off and Takeover Agreement

The Spin-Off and Takeover Agreement between va-Q-tec AG and va-Q-tec Thermal Solutions GmbH (without annexes) and the main content of the related annexes are reproduced below:

Text of the agreements without annexes:

SPIN-OFF AND TAKEOVER AGREEMENT

between

va-Q-tec AG

with its headquarters in Würzburg, entered in the commercial register of Würzburg District Court under commercial register sheet number 7368

and

va-Q-tec Thermal Solutions GmbH

with its headquarters in Würzburg, registered in the commercial register of Würzburg District Court under commercial register sheet number 17206

(va-Q-tec AG and va-Q-tec Thermal Solutions GmbH hereinaf-

ter each referred to as

a "Party" and together the "Parties")

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1.	CONTENTS
LIST OF ANNEXES		12
LIST OF DEFINITIONS		12
PREAMBLE		1
I. GENERAL PROVISIONS		3
§ 1 Company name; registered office; transfer of assets	3
§ 2 Closing Balance Sheet		4

• 3 Spin-off date; transfer date in rem (effective transfer date); financial

accounting	4
II. SPIN-OFFASSETS	5
§ 4 Object of the Spin-Off	5
§ 5 Intangible assets	6
§ 6 Property, plant and equipment	8
§ 7 Current assets	8
§ 8 Other financial assets	9
§ 9 Accrued income and prepaid expenses	10
§ 10 Liabilities and obligations; risks and charges	10
§ 11 Deferred income and accrued expenses	11
§ 12 Contracts and other legal relationships	11
§ 13 Business documents; trade accounts	12
§ 14 Public-law legal relationships	12
§ 15 Litigation-related and court procedural relationships	13
§ 16 Additions and disposals	13
§ 17 Retention of title; co-ownership	14
III. CONSEQUENCES FOR EMPLOYEES	14
§ 18 Consequences for employees	14
IV. MODALITIES OF THE SPIN-OFF	17
§ 19 Transfer of ownership; safekeeping and due diligence obligations	17

• 20 Fallback arrangement; adjustment clause; duties to co-operate; cases of

doubt	18
V. CONSIDERATION; SPECIAL RIGHTS AND BENEFITS	20
§ 21 Consideration	20
§ 22 Special rights and benefits	20
VI. OTHER REGULATIONS	21
§ 23 Future internal group relationship	21
§ 24 Effectiveness	22
§ 25 Amendment of the effective date	22
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