Brockhaus Technologies : Notice of the Annual General Meeting 2024 (including Agenda)

Brockhaus Technologies AG

Frankfurt am Main

ISIN DE000A2GSU42 (WKN A2GSU4)

Invitation to the Annual General Meeting

We are pleased to invite our shareholders to our

Annual General Meeting,

which will be held on

Thursday, June 20, 2024

at 10:00 a.m. (CEST),

at the premises of SPARK Europe GmbH, Junghofstraße 16, 60311 Frankfurt am Main.

.

I.

Agenda

1. Presentation of the adopted annual financial statements of Brockhaus Technologies AG and the approved consolidated financial statements as of December 31, 2023, of the combined management report of Brockhaus Technologies AG and the Group (with the explanatory report on the disclosures required by sections 289a and 315a of the German Commercial Code (HGB)), and of the report of the Supervisory Board on fiscal year 2023

The documents referred to above may be inspected before the Annual General Meeting is convened at the Company's website at https://ir.brockhaus-technologies.com/hv, where they will also be accessible during the Annual General Meeting.

The Supervisory Board approved the annual financial statements and the consolidated financial statements prepared by the Executive Board. The annual financial statements

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This document is a convenience translation of the German original. In case of discrepancy between the English and German versions, the German version shall prevail.

have thus been adopted in accordance with section 172 sentence 1 of the AktG (German Stock Corporation Act). In accordance with the legal provisions, no resolution by the Annual General Meeting on Item 1 of the Agenda is therefore required.

2. Appropriation of the net retained profits

The Executive Board and Supervisory Board propose that Brockhaus Technologies AG's net retained profits of EUR 20,732,744.59 from fiscal year 2023 be appropriated as follows:

Net retained profits:	EUR 20,732,744.59
Distribution of a dividend of EUR 0.22 per dividend-
entitled share for fiscal year 2023:	EUR 2,298,486.52
Profit to be carried forward:	EUR 18,434,258.07

The resolution on the appropriation of the net retained profits includes the 499,971 treasury shares held by the Company as of the date on which the annual financial statements were prepared and which, in accordance with section 71b of the AktG, are not dividend-entitled. If the number of no-par value dividend-entitled shares for fiscal year 2023 changes before the Annual General Meeting, a revised proposal will be put to the vote at the Annual General Meeting. Such revised proposal will continue to provide for a dividend of EUR 0.22 per no-par value dividend-entitled share and duly adjusted amounts for the total dividend payout and the profit to be carried forward.

In accordance with section 58 (4) sentence 2 of the AktG, payment of the dividend is due on the third business day following the Annual General Meeting, i.e. June 25, 2024.

1. Formal approval of the actions of the members of the Executive Board for fiscal year 2023
   The Executive Board and the Supervisory Board recommend that the actions of the members of the Executive Board in office in fiscal year 2023 be formally approved for fiscal year 2023.
2. Formal approval of the actions of the members of the Supervisory Board for fiscal year 2023
   The Executive Board and the Supervisory Board recommend that the actions of the members of the Supervisory Board in office in fiscal year 2023 be formally approved for

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This document is a convenience translation of the German original. In case of discrepancy between the English and German versions, the German version shall prevail.

fiscal year 2023.

5. Election of the auditor of the consolidated financial statements and the annual financial statements for fiscal year 2024 and for any potential review of the half- yearly financial report of the Group as of June 30, 2024, and of any potential review of additional interim financial information prepared prior to the 2025 Annual General Meeting

In line with the recommendation of its Audit Committee, the Supervisory Board proposes

1. the appointment of KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, Frankfurt am Main branch, as auditor and the auditor of the consolidated financial statement for fiscal year 2024;
2. the appointment of KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, Frankfurt am Main branch, as the auditor for any potential review of the half-yearly report of the Group as of June 30, 2024, and of any potential review of additional interim financial information (sections 115 (7) and 117 of the German Securities Trading Act (WpHG)) that is prepared prior to the 2025 Annual General Meeting.

In accordance with subparagraph 3 of Article 16 (2) of Regulation (EU) No. 537/2014, the Audit Committee declares that its recommendation is free from influence by any third party and that no contractual obligation has been imposed upon it that would have restricted the choice as regards the appointment of a particular auditor within the meaning of Article 16 (6) of Regulation (EU) No. 537/2014.

6. Approval of the remuneration report for fiscal year 2023

Under section 162 of the AktG, the Executive Board and Supervisory Board must prepare a remuneration report every year. The remuneration report must be audited by the auditor in order to determine whether the statutory disclosures under section 162 (1) and (2) of the AktG have been made, and it must then be presented to the Annual General Meeting for approval in accordance with section 120a (4) of the AktG.

The remuneration report for fiscal year 2023 is reproduced in this invitation together with the auditor's report under II., Information on Agenda Item 6, and can be viewed at the Company's website at https://ir.brockhaus-technologies.com/hv.

The Executive Board and the Supervisory Board propose that the remuneration report for fiscal year 2023 prepared and reviewed in accordance with section 162 of the AktG

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be approved.

7. Creation of new Authorized Capital 2024/I subject to the exclusion of subscription rights, cancellation of Authorized Capital 2020 and corresponding amendments to the Articles of Association

Article 5 (5) of the Company's Articles of Association currently provides for authorized capital under which the Executive Board is authorized, with the approval of the Supervisory Board, to increase the company's share capital by up to EUR 4,398,200.00 by issuing new no-par value registered shares on a cash or non-cash basis once or repeatedly on or before July 8, 2025 (Authorized Capital 2020).

The existing authorization expires on July 8, 2025. In order to maintain the Company's scope for action, to allow it to react flexibly to financing requirements in the future and to strengthen its equity base at short notice if necessary, the existing Authorized Capital 2020 is to be replaced by new Authorized Capital 2024/I, which likewise provides for the possibility of excluding subscription rights in certain cases - particularly under the (simplified) conditions pursuant to sections 203 (1) sentence 1, 186 (3) sentence 4 of the AktG.

The Executive Board's written report in accordance with section 203 (2) sentence 2 and section 186 (4) sentence 2 of the AktG setting out the reasons for the Executive Board's authorization to exclude subscription rights is available on the Internet at https://ir.brockhaus-technologies.com/hvfrom the day on which the Annual General Meeting is convened and will also be available during the Annual General Meeting for inspection by the shareholders.

The Executive Board and the Supervisory Board propose the adoption of the following resolution:

1. Contingent cancellation of existing Authorized Capital 2020
   The existing authorization of July 9, 2020 to increase the Company's share capital by up to EUR 4,398,200.00 (Authorized Capital 2020) in accordance with Article 5
   (5) of the Articles of Association is canceled subject to the condition precedent that the proposed amendment to the Articles of Association under item 7.3 is duly entered in the commercial register.
2. Creation of new Authorized Capital 2024/I to increase the Company's share capital on a cash or non-cash basis subject to the possibility of excluding

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subscription rights

The Executive Board is authorized, with the approval of the Supervisory Board, to increase the Company's share capital by a total of up to EUR 3,284,291.00 once or repeatedly on or before June 19, 2027, by issuing new no-par value registered shares on a cash and/or non-cash basis in full or in partial amounts (Authorized Capital 2024/I). The new shares shall generally be offered to shareholders for subscription (including indirect subscription in accordance with section 186 (5) sentence 1 of the AktG.

However, the Executive Board is authorized, with the approval of the Supervisory Board, to exclude shareholders' statutory subscription rights in whole or in part in the following cases in particular:

1. to exclude fractional amounts from the subscription rights;
2. to grant in the case of non-cash capital increases shares for the purpose of acquiring companies, parts of companies, interests in companies or other assets or rights, provided that the shares that are issued subject to the exclusion of subscription rights do not exceed 10% of the company's share capital, both when the resolution takes effect and when the authorization is exercised;
3. if, in the case of cash capital increases, the issue price of the new shares is not significantly less than the stock market price of the existing shares at the time the issue price is determined and the shares issued subject to the exclusion of subscription rights in accordance with section 186 (3) sentence 4 of the AktG do not exceed a total of 10% of the share capital, both when the resolution takes effect and when the authorization is exercised. This limit of 10% of the share capital includes shares (i) which are issued or sold during the term of the authorization subject to the exclusion of the shareholders' subscription rights in direct application of section 186 (3) sentence 4 of the AktG with any corresponding modifications or (ii) which are or may be issued to honor bonds and/or profit-participation rights with conversion and/or option rights or obligations provided that these financial instruments are issued after this authorization takes effect subject to the exclusion of the shareholders' subscription rights in accordance with section 186 (3) sentence 4 of the AktG.
4. if, in the case of cash capital increases, it is necessary to grant subscription

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rights to holders of bonds and/or profit-participation rights with conversion and/or option rights or obligations issued by the Company or Group companies in which the Company directly or indirectly holds a majority interest to receive new shares in the company in an amount to which they would be entitled as shareholders after the exercise of the option or conversion rights or the settlement of the option or conversion obligations or the exercise of any alternative authorization on the part of the Company;

1. to grant a scrip dividend in which shareholders are given the option of contributing their dividend entitlements to the Company (either in full or in part) as a non-cash contribution in return for the award of new shares in the Company from its authorized capital.

The total proportionate amount of the share capital that may be accounted for by shares that are issued subject to the exclusion of the shareholders' subscription rights in accordance with (ii) to (v) is limited to a total of 20% of the Company's share capital. This limit of 20% is calculated on the basis of the amount of the Company's share capital as of the date on which a resolution is passed at the Annual General Meeting on this authorization or - if lower - on the date on which the anticipated authorization is exercised. Treasury shares that are used during the term of this authorization subject to the exclusion of subscription rights, as well as shares that are issued to honor conversion or option rights or obligations under bonds and/or profit-participation rights that were issued during the term of this authorization subject to the exclusion of shareholders' subscription rights are also included in the aforementioned limit of 20%.

The Executive Board is authorized, with the approval of the Supervisory Board, to determine further aspects of the share rights, the details of the capital increase and the terms and conditions for the issue of shares, particularly the issue amount.

The Supervisory Board is authorized to amend the Articles of Association to reflect the scope of the share capital issued under Authorized Capital 2024/I.

7.3 Revised version of Article 5 (5) of the Articles of Association

Article 5 (5) of the Company's Articles of Association is revised and reworded as follows:

"5. The Executive Board is authorized, with the approval of the Supervisory Board,

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This document is a convenience translation of the German original. In case of discrepancy between the English and German versions, the German version shall prevail.

to increase the Company's share capital by a total of up to EUR 3,284,291.00 once or repeatedly on or before June 19, 2027, by issuing new no-par value registered shares on a cash and/or non-cash basis in full or in partial amounts (Authorized Capital 2024/I). The new shares shall generally be offered to shareholders for subscription (including indirect subscription in accordance with section 186 (5) sentence 1 of the AktG.

However, the Executive Board is authorized, with the approval of the Supervisory Board, to exclude the shareholders' statutory subscription rights in whole or in part, in the following cases in particular:

1. to exclude fractional amounts from the subscription rights;
2. to grant in the case of non-cash capital increases shares for the purpose of acquiring companies, parts of companies, interests in companies or other assets or rights, provided that the shares that are issued subject to the exclusion of subscription rights do not exceed 10% of the Company's share capital, both when the resolution takes effect and when the authorization is exercised;
3. if, in the case of cash capital increases, the issue price of the new shares is not significantly less than the stock market price of the existing shares at the time the issue price is determined and the shares issued subject to the exclusion of subscription rights in accordance with section 186 (3) sentence 4 of the AktG do not exceed a total of 10% of the share capital, both when the resolution takes effect and when the authorization is exercised. This limit of 10% of the share capital includes shares (i) which are issued or sold during the term of the authorization subject to the exclusion of the shareholders' subscription rights in direct application of section 186 (3) sentence 4 of the AktG or with any corresponding modifications or (ii) which are or may be issued to honor bonds and/or profit-participation rights with conversion and/or option rights or obligations provided that these financial instruments are issued after this authorization takes effect subject to the exclusion of the shareholders' subscription rights in accordance with section 186 (3) sentence 4 of the AktG.
4. if, in the case of cash capital increases, it is necessary to grant subscription rights to holders of bonds and/or profit-participation rights with conversion

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and/or option rights or obligations issued by the Company or Group companies in which the Company directly or indirectly holds a majority interest to receive new shares in the company in an amount to which they would be entitled as shareholders after the exercise of the option or conversion rights or the settlement of the option or conversion obligations or the exercise of any alternative authorization on the part of the Company;

1. to grant a scrip dividend in which shareholders are given the option of contributing their dividend entitlements to the Company (either in full or in part) as a non-cash contribution in return for the award of new shares in the company from its authorized capital.

The total proportionate amount of the share capital that may be accounted for by shares that are issued subject to the exclusion of the shareholders' subscription rights in accordance with (ii) to (v) is limited to a total of 20% of the Company's share capital. This limit of 20% is calculated on the basis of the amount of the Company's share capital as of the date on which a resolution is passed at the Annual General Meeting on this authorization or - if lower - on the date on which the anticipated authorization is exercised. Treasury shares that are used during the term of this authorization subject to the exclusion of subscription rights, as well as shares that are issued to honor conversion or option rights or obligations under bonds and/or profit-participation rights that were issued during the term of this authorization subject to the exclusion of shareholders' subscription rights are also included in the aforementioned limit of 20%.

The Executive Board is authorized, with the approval of the Supervisory Board, to determine further aspects of the share rights, the details of the capital increase and the terms and conditions for the issue of shares, particularly the issue amount.

The Supervisory Board is authorized to amend the Articles of Association to reflect the scope of the share capital issued under Authorized Capital 2024/I."

8. Cancellation of the authorization to issue share options dated June 27, 2019, and the reduction of Contingent Capital 2019, new authorization to issue share options to employees of the Company as well as to members of the management and employees of affiliated companies (Share Option Program 2024), the creation of

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Contingent Capital 2024/I to settle Share Option Program 2024 and amendments to Articles 5 (7) and (8) of the Articles of Association

Motivated employees are one of the key prerequisites for a company's success. Share options (subscription rights for shares) can provide such motivation for employees of the Brockhaus Technologies Group, giving them an incentive to increase the company's share price and, along with it, its enterprise value. This also enables the company to offer its employees attractive terms and conditions. A medium to long-term remuneration component, such as the award of share options, thus helps the company to attract and retain talented employees.

The Company passed resolutions to issue share options on June 27, 2019. Contingent Capital 2019 (Article 5 (7) of the Articles of Association), which was created to settle these earlier share options, is no longer required in full as the share option program has not been utilized in full and some of the share options issued can no longer be exercised. For this reason, it is to be reduced to an amount that is necessary to settle share options that have not yet expired.

At the same time, the Executive Board and the Supervisory Board consider it necessary to continue supplementing the remuneration of employees of the Company as well as the management and employees of its affiliated companies by issuing share options. Accordingly, a new 2024 share option program is to be introduced. Among other things, this requires the creation of corresponding new contingent capital.

The shareholders have no subscription rights for the shares issued under the 2024 share option program. A written report by the Executive Board on the 2024 share option program is available on the Internet at http://ir.brockhaus-technologies.com/hvand will also be available during the Annual General Meeting for inspection by shareholders.

The Executive Board and the Supervisory Board propose the adoption of the following resolution:

8.1 Precautionary cancellation of the authorization to issue share options dated June 27, 2019, reduction in Contingent Capital 2019 and a corresponding amendment to Article 5 (7) of the Articles of Association

1. The authorization granted to the Executive Board and the Supervisory Board at the Annual General Meeting on June 27, 2019, under agenda item 6 to issue share options in a 2019 share option program, under which share

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options are granted to members of the Executive Board, is canceled as a precautionary measure to the extent that it has not yet been exercised. This does not affect the share options issued under the authorization.

1. Contingent Capital 2019 currently in an amount of EUR 425,200.00 is reduced to EUR 350,200.00 with the result that only up to 350,200 new registered shares can be issued.
2. Article 5 (7) sentence 1 of the Articles of Association is reworded as follows:
   The Company's share capital is increased by up to EUR 350,200.00 on a contingent basis through the issue of up to 350,200 new registered shares (Contingent Capital 2019/I)."
   Other than this, there are no changes to Article 5 (7) of the Articles of Association.

8.2 Authorization to grant share options

The Executive Board is authorized, with the approval of the Supervisory Board, to issue up to 550,000 subscription rights ("share options") for a maximum term of six years from the issue date, entitling the holder to subscribe to a total of up to 550,000 registered shares in the Company with a notional interest in the share capital of EUR 1.00 each ("BKHT shares") in accordance with the following provisions ("the 2024 share option program"). The shareholders have no subscription rights.

The following provisions apply to the issue and exercise of the share options under the 2024 share option program:

1. Group of beneficiaries/allocation of subscription rights
   Share options may only be awarded to employees of the Company, members of the management of affiliated companies of the Company in Germany and abroad and employees of affiliated companies in Germany and abroad (hereinafter referred to individually as "option holders"). The Executive Board is responsible, with the approval of the Supervisory Board, for determining the selection criteria, the exact group of option holders and the scope of the share options awarded to them, in a corresponding resolution.

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This document is a convenience translation of the German original. In case of discrepancy between the English and German versions, the German version shall prevail.