Eckert & Ziegler : Invitation and Agenda AGM Eckert & Ziegler 2024

Eckert & Ziegler SE, Berlin

__________________________________________________________________________

ISIN: DE0005659700

This translation is provided for convenience only. The German version is the sole legally binding version.

We hereby invite our shareholders to our Annual General Meeting 2024. This will take place on Wednesday, June 26, 2024, at 10.30 a.m. (CEST), at the Max Delbrück Communications Center (MDC.C) on the Berlin-Buch campus, Robert-Rössle-Str.10,D-13125 Berlin.

I. Agenda

1. Presentation of the approved annual financial statements and the management report of Eckert & Ziegler Strahlen- und Medizintechnik AG, the approved consolidated financial statements and the Group management report as of December 31, 2023, the report of the Supervisory Board and the explanatory report of the Executive Board on the disclosures pursuant to § 289a and § 315a of the German Commercial Code (HGB) for the 2023 financial year

The documents to be submitted for this agenda item can be viewed on the Internet at https://www.ezag.com/de/startseite/investoren/hauptversammlung/. They will be explained at the Annual General Meeting by the Executive Board and, as far as the report of the Supervisory Board is concerned, by the Chairman of the Supervisory Board. As the Supervisory Board has already approved both the annual financial statements and the consolidated financial statements and the annual financial statements have therefore been adopted, no resolution will be passed on this agenda item.

2. Resolution on the appropriation of the balance sheet profit

The Executive Board and Supervisory Board propose that the net retained profits of EUR 30,605,157.44 reported in the annual financial statements of Eckert & Ziegler Strahlen- und Medizintechnik AG as at December 31, 2023 be appropriated as follows

Distribution of a dividend of EUR 0.05 per dividend-bearing share: EUR 1,042,273.85

Transfer of the remaining amount to retained earnings:

EUR 29,562,883.59

The aforementioned dividend amount and the remaining amount to be allocated to retained earnings are based on the share capital entitled to dividends of EUR 20,845,477, divided into 20,845,477 no-par value shares, at the time of the convening of the Annual General Meeting. The 326,455 treasury shares held by the company at the time of convocation are not entitled to dividends. The number of shares entitled to dividends may change by the time of the resolution on the appropriation of net profit. In this case, a correspondingly adjusted resolution proposal will be put to the vote at the Annual General Meeting, which will continue to provide for a dividend of EUR 0.05 per dividend-bearing share and a correspondingly adjusted profit carried forward. The dividend is due for payment on July 1, 2024.

The proposed resolution on the appropriation of net retained profits submitted here differs from the proposal of the Executive Board as presented in the notes to the annual financial statements for the 2023 financial year. Subsequent to this information for the notes to the annual financial statements, the Executive Board submitted an amended proposal for a resolution on the appropriation of net retained profits to the Supervisory Board following a comprehensive review. The Supervisory Board endorsed this amended resolution proposal. The company published an announcement on this on March 19, 2024. This amended resolution proposal is the basis for the proposal on the appropriation of net retained profits submitted in this agenda item.

3. Resolution on the discharge of the members of the Executive Board for the 2023 financial year

The Executive Board and Supervisory Board propose that the actions of the members of the Executive Board in office in the 2023 financial year be approved for the 2023 financial year.

4. Resolution on the discharge of the members of the Supervisory Board for the 2023 financial year

The Executive Board and Supervisory Board propose that the actions of the members of the Supervisory Board in office in the 2023 financial year be approved for the 2023 financial year.

5. Resolution on the appointment of the auditor and group auditor for the 2024 financial year

The Supervisory Board proposes - based on a corresponding recommendation by the Audit Committee - that Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Alt-Moabit 2, 10557 Berlin, be appointed as auditor and Group auditor for the 2024 financial year.

The Supervisory Board also proposes that Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Alt-Moabit 2, 10557 Berlin, be appointed as auditor for any review of the financial statements and interim management report for the first half of the 2024 financial year and other interim (condensed) financial statements and interim management reports for the 2024 financial year and the interim condensed financial statements and interim management report for the first quarter of 2025, if and to the extent that they are subject to such a review.

In its recommendation, the Audit Committee stated that it was free from undue influence by third parties and that no clause restricting the selection options within the meaning of Art. 16

(6) of the EU Statutory Audit Regulation was imposed on it.

6. Presentation of the remuneration report for discussion

In accordance with § 162 AktG, the Executive Board and Supervisory Board have prepared a report on the remuneration granted and owed to the members of the Executive Board and Supervisory Board in the 2023 financial year. The remuneration report was audited by the auditor of Eckert & Ziegler Strahlen- und Medizintechnik AG in accordance with § 162 (3) AktG to determine whether the legally required disclosures pursuant to § 162 (1) and (2) AktG were made and issued with an audit opinion. The remuneration report for the 2023 financial year and the auditor's report on its audit can be found in section II. of this invitation, in the annual

report for the 2023 financial year and at https://www.ezag.com/de/startseite/investoren/gute_unternehmensfuehrung/

As the company is not a large corporation within the meaning of § 267 para. 3 sentence 1 of the German Commercial Code (HGB) and therefore meets the requirements of § 120a para. 5

AktG, the remuneration report will be presented to the Annual General Meeting for discussion. A resolution of the Annual General Meeting is therefore not required.

7. Resolution on the adjustment of Supervisory Board and committee remuneration and corresponding amendment to the Articles of Association

The proposed adjustment to the remuneration for all Supervisory Board members is intended to take appropriate account of the continued increase in the scope of work and responsibility of the full Supervisory Board and the further increase in the demands placed on committee work. In a long-term comparison, the increase in Supervisory Board remuneration - measured against Group revenue and profit - also represents an appropriate reflection of the Group's performance. The proposed increase in Supervisory Board and committee remuneration also makes it possible, considering the average remuneration of other companies listed on the SDAX, to attract and retain qualified candidates for Supervisory Board mandates. The remuneration of the members of the Supervisory Board was last adjusted in 2023. The Executive Board and Supervisory Board propose that § 13 (1) of the Articles of Association, which regulates the amount of the fixed annual remuneration and the attendance fee for the Supervisory Board and its committees, be amended as follows:

§ 13 (1) of the company's Articles of Association shall be repealed and reworded as follows:

"The members of the Supervisory Board receive a fixed remuneration per financial year, which is made up of the basic remuneration (a) and - in the case of the performance of certain functions within the Supervisory Board - a factor-based supplement (b):

1. The basic remuneration amounts to EUR 35,000.
2. The Chairman of the Supervisory Board receives three times the basic remuneration, his deputy and the Chairman of the Audit Committee one and a half times the basic remuneration. Regular members of committees receive an additional annual fixed remuneration of EUR 8,000.00, provided that these committees meet.
3. In the event of changes to the Supervisory Board or committees during the year, fixed remuneration is paid pro rata temporis and rounded up to full months.
4. Remuneration is payable for meetings to which invitations are issued with an agenda and minutes are taken of the proceedings. The company grants each member of the Supervisory Board an attendance fee of EUR 500 for attending a meeting of the Supervisory Board or one of its committees in person - whether physically, virtually or by telephone.

1. Subsections (a), (b) and (d) shall apply from the following month after approval by the Annual General Meeting."

8. Resolution on the amendment of § 15 (2) sentence 2 of the Articles of Association

According to § 15 (2) sentence 2 of the company's current Articles of Association, proof of share ownership must refer to the beginning of the 21st day before the Annual General Meeting.

The Act on the Financing of Future-Proof Investments (ZukunftsfinanzierungsG) amended § 123 (4) sentence 2 AktG to the effect that proof of share ownership for the right to participate in the Annual General Meeting must refer to the close of business on the 22nd day prior to the Annual General Meeting instead of the beginning of the 21st day prior to the Annual General Meeting, as was previously the case. This does not involve a material change to the deadline.

In order to reflect this change in the law in the Articles of Association, § 15 (2) sentence 2 of the Company's Articles of Association is to be adapted to the amended wording of the law. The Executive Board and Supervisory Board therefore propose that a resolution be passed:

• 15 (2) sentence 2 of the company's Articles of Association shall be repealed and reworded as follows:

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

9. Election of new Supervisory Board member

Mr. Frank Perschmann's term of office expires at the end of the Annual General Meeting. In addition, Ms. Eckert-Palvarini, who is currently delegated by Eckert Wagniskapital und Frühphasenfinanzierung GmbH (Panketal) as a member of the company's Supervisory Board in accordance with Article 11 (2) of the Articles of Association, has declared that she will resign from her office as a member of the Supervisory Board with effect from the end of the Annual General Meeting, as she wishes to stand for election by the company's shareholders. Eckert Wagniskapital und Frühphasenfinanzierung GmbH (Panketal) has already declared that it will appoint Mr. Frank Perschmann to the Supervisory Board upon the resignation of Ms. Eckert- Palvarini as a delegated member of the Supervisory Board. Therefore, a new member of the Supervisory Board is still to be elected.

The composition of the Supervisory Board is determined in accordance with Article 40 (2) and

1. of Council Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (SE Regulation) in conjunction with § 17 of the Act on the Implementation of the SE Regulation (SEAG), § 18 (2) of the Agreement on Employee Involvement in Eckert & Ziegler SE dated January 19, 2024 (Employee Involvement Agreement) and § 11 of the company's Articles of Association. Accordingly, the Supervisory Board is composed exclusively of members appointed by the shareholders. In accordance with the Articles of Association, it consists of six members, whereby Eckert Wagniskapital und Frühphasenfinanzierung GmbH (Panketal) is granted the right to appoint two members to the Supervisory Board in accordance with Article 11 (2) of the Articles of Association as long as it is a shareholder of the company.

The Annual General Meeting is not bound by election proposals. The following election proposal takes into account the objectives specified by the Supervisory Board for its composition and thus also takes into account the completion of the profile of skills and expertise developed by the Supervisory Board for the entire Board. The Supervisory Board has satisfied itself that the candidate can devote the expected amount of time required.

The Supervisory Board proposes - based on the recommendation of the Nomination Committee,

Paola Eckert-Palvarini, physicist, Wandlitz,

be elected as a member of the Supervisory Board with effect from the end of this Annual General Meeting for the period until the end of the Annual General Meeting that resolves on the discharge for the fourth financial year after the start of the term of office. The financial year in which the term of office begins is not counted.

Ms. Eckert-Palvarini is a member of the Advisory Board of Dual Fluid Energy Inc., Vancouver, Canada and a shareholder of Eckert Wagniskapital und Frühphasenfinanzierung GmbH, Berlin. Further information on the candidate proposed for election, including a curriculum vitae providing information on relevant knowledge, skills and professional experience as well as the candidate's main activities in addition to her Supervisory Board mandate, is attached under III.

and available on the company's website at https://www.ezag.com/de/startseite/ueber_uns/unternehmensleitung/aufsichtsrat/.

10. Election of substitute members for the Supervisory Board

The Supervisory Board also proposes

10.1. Susanne Becker, lawyer, Hohen-Neuendorf

as a substitute member of the Supervisory Board in the event that Ms. Eckert-Palvarini leaves the Supervisory Board before the end of her term of office. Ms. Becker does not currently hold any mandates on other statutory supervisory boards or comparable domestic or foreign supervisory bodies of commercial enterprises.

10.2. Elke Middelstaedt, businesswoman, Zepernick

as a substitute member of the Supervisory Board in the event that Ms. Eckert-Palvarini leaves the Supervisory Board before the end of her term of office. Ms. Middelstaedt does not currently hold any mandates on other statutory supervisory boards or comparable domestic or foreign supervisory bodies of commercial enterprises.

If elected, the proposed substitute members shall join the Supervisory Board in the order specified in this proposed resolution in the event of the resignation of the Supervisory Board member to be elected in accordance with item 9. It is intended to have the Annual General Meeting vote on the election of the substitute members of the Supervisory Board individually.

The Supervisory Board has satisfied itself that the respective candidate can devote the expected amount of time required. Further information on the substitute member proposed for election, including a curriculum vitae, which provides information on the relevant knowledge, skills and professional experience as well as the main activities in addition to the Supervisory Board mandate of the respective candidate, is attached under item IV.

11. Resolution on the approval of the spin-off and takeover agreement between Eckert & Ziegler SE and Pentixapharm Holding AG

The Company intends to transfer its entire shareholding in Pentixapharm AG (Würzburg Local Court HRB 16940), i.e. all 21,600,000 shares in Pentixapharm AG held by the Company (99.54% of the share capital of Pentixapharm AG), to Pentixapharm Holding AG by way of a spin-off in accordance with the German Reorganization Act (spin-off for absorption pursuant to § 123 para. 2 no. 1 of the German Reorganization Act).

The Executive Board and Supervisory Board propose that the draft spin-off and takeover agreement between the company and Pentixapharm Holding AG, prepared on May 2, 2024, be approved.

The draft of the spin-off and takeover agreement has the following wording:

[Rubric of the notarial deed]

Spin-off and takeover agreement

between

1. Eckert & Ziegler SE, headquartered in Berlin, registered in the commercial register of the Berlin-Charlottenburg local court under HRB 262034 B, as the transferring company

("Eckert & Ziegler SE")

and

2. Pentixapharm Holding AG with its registered office in Berlin, registered in the commercial register of the Charlottenburg Local Court under HRB 262201 B, as the acquiring company

("Pentixapharm Holding AG")

- hereinafter also referred to individually as the "Party" and collectively as the "Parties" -

Preamble

1. Eckert & Ziegler SE, with its registered office in Berlin, is registered in the commercial register of the Berlin-Charlottenburg Local Court under HRB 262034 B. The share capital of Eckert & Ziegler SE amounts to EUR 21,171,932.00 upon conclusion of this Spin-off and Transfer Agreement and is divided into 21,171,932 no-par value bearer shares (bearer shares).
2. Pentixapharm Holding AG, with its registered office in Berlin, is registered in the commercial register of the Charlottenburg Local Court under HRB 262201 B. The share capital of Pentixapharm Holding AG amounts to EUR 50,000.00 upon conclusion of this spin-off and takeover agreement and is divided into 50,000 no-par value registered shares (registered shares). The sole shareholder of Pentixapharm Holding AG is Eckert & Ziegler SE.
3. Eckert & Ziegler SE has decided to transfer all shares it holds in Pentixapharm AG, with its registered office in Würzburg (registered in the commercial register of the Würzburg Local Court under HRB 16940; "Pentixapharm AG"), by way of a spin-off for absorption in accordance with Art. 10, Art. 9 (1) c) ii) of Council Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (SE Regulation) in conjunction with § 123 (2) no. 1 of the German Transformation Act (UmwG) to Pentixapharm Holding AG. § 123 para. 2 no. 1 of the German Reorganization Act (UmwG) to Pentixapharm Holding AG. The share capital of Pentixapharm AG amounts to EUR 21,700,000.00 upon conclusion of this spin-off and transfer agreement and is divided into 21,700,000 no-par value bearer shares (bearer shares). Eckert & Ziegler SE holds 21,600,000 shares in Pentixapharm AG, i.e. 99.54% of the share capital of Pentixapharm AG.
4. As consideration for the spin-off, the shareholders of Eckert & Ziegler SE shall be granted a total of 20,845,477 no-par value registered shares (registered shares) in Pentixapharm Holding AG by Pentixapharm Holding AG in accordance with this Spin- off and Transfer Agreement in proportion to their previous shareholding in Eckert & Ziegler SE (so-called proportionate spin-off).
5. In order to implement the Spin-off, Pentixapharm Holding AG will increase its share capital from EUR 50,000.00 by a further EUR 20,845,477 to EUR 20,895,477 by issuing a further 20,845,477 registered no-par value shares (the "Spin-offCapital Increase"). The shares to be granted to the shareholders of Eckert & Ziegler SE for

the implementation of the Spin-off will correspond to 99.76% of the future share capital of Pentixapharm Holding AG existing after the Spin-off Capital Increase.

1. Eckert & Ziegler SE will not carry out a capital reduction for the purposes of the spin- off. The assets remaining to Eckert & Ziegler SE after the spin-off are sufficient to cover its share capital. A capital reduction is therefore not necessary.
2. Immediately after the spin-off takes effect, i.e. upon entry in the commercial register of Eckert & Ziegler SE as the transferring legal entity, all shares of Pentixapharm Holding AG are to be admitted to trading on the regulated market of the Frankfurt Stock Exchange and at the same time in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange.
3. Eckert & Ziegler SE holds 1.54% of its own shares. The main shareholder of Eckert & Ziegler SE is Eckert Wagniskapital und Frühphasenfinanzierung GmbH, which holds 31.13% of the share capital.

Having said this, the parties agree as follows:

1. Spin-off,spin-off date, spin-off balance sheet and closing balance sheet

1. Spin-off

1. Eckert & Ziegler SE as the transferring legal entity transfers by way of a spin-off for absorption pursuant to § 123 (2) no. 1 of the German Transformation Act (UmwG), the Spin-off Assets defined in clause 4 of this Spin-off and Transfer Agreement with all rights and obligations as a whole to Pentixapharm Holding AG as the acquiring legal entity in return for the granting of shares in Pentixapharm Holding AG to the shareholders of Eckert & Ziegler SE pursuant to clause 9 of this Spin-off and Transfer Agreement (so-called proportionate Spin-off by absorption).
2. Items of the assets and liabilities and other rights and obligations or legal positions of Eckert & Ziegler SE which are not to be allocated to the Spin-off Assets and Liabilities pursuant to this Spin-off and Transfer Agreement or which are expressly excluded from the transfer in this Spin-off and Transfer Agreement shall not be transferred to

Pentixapharm Holding AG.

2. Spin-off date and tax transfer date

1. The transfer of the Spin-off Assets will take place in the relationship between Eckert & Ziegler SE and Pentixapharm Holding AG with effect from January 1, 2024, 0:00 hours (the "Spin-offDate"). From this time onwards, in the relationship between Eckert & Ziegler SE and Pentixapharm Holding AG, the actions relating to the Spin-off Assets shall be deemed to have been taken for the account of Pentixapharm Holding AG.
2. The tax transfer date for the spin-off is December 31, 2023, 24:00 hours (the "Tax Transfer Date").

3. Closing balance sheet

1. The closing balance sheet of the transferring legal entity pursuant to §§ 125 (1), 17 (2) UmwG is the annual balance sheet of Eckert & Ziegler SE as of December 31, 2023, 24:00 hours (the "closing balance sheet"), prepared in accordance with the provisions on the annual balance sheet and its audit and audited by Mazars GmbH & Co KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Berlin.
2. Eckert & Ziegler SE will recognize the Spin-off Assets in its closing balance sheet under commercial law at book value. For income tax purposes, the spin-off will be carried out at fair value, unless a lower value is permitted by law.
3. Pentixapharm Holding AG will recognize the Spin-off Assets in its commercial accounting at book values. Pentixapharm Holding AG will recognize the Spin-off Assets in its tax balance sheet at the value contained in the closing tax balance sheet of Eckert & Ziegler SE.

1. Assets to be spun off

4. Assets to be spun off and modalities of the transfer

1. Eckert & Ziegler SE transfers to Pentixapharm Holding AG all of its shares in Pentixapharm AG, i.e. 21,600,000 no-par value bearer shares (bearer shares) in Pentixapharm AG, which account for EUR 21,600,000.00 of the total share capital of Pentixapharm AG of EUR 21,700,000.00 upon conclusion of this Spin-off and Transfer Agreement (the "Spin-offAssets").
2. The transfer includes all rights and obligations associated with the assets to be spun off, including the entitlement to profit distribution for the period from the spin-off date.
3. Assets, rights, liabilities, contractual relationships, obligations, liabilities and other duties of Eckert & Ziegler SE that are not part of the Spin-off Assets specified in section 4.1 will not be transferred to Pentixapharm Holding AG.
4. The contracting parties shall make all declarations, issue all deeds and perform all other acts that may still be necessary or expedient in connection with the transfer of the Spin-off Assets.

5. Effective date, execution date

1. The transfer of the Spin-off Assets shall take place with effect in rem at the time the Spin-off takes effect by entry in the commercial register of Eckert & Ziegler SE at the Berlin-Charlottenburg Local Court (the "Completion Date").
2. In the period between the conclusion of this Spin-off and Transfer Agreement and the Closing Date, Eckert & Ziegler SE will (i) manage the Spin-off Assets only in the ordinary course of business and with the diligence of a prudent businessman in compliance with the provisions of this Spin-off and Transfer Agreement and (ii) not dispose of the Spin-off Assets without the consent of Pentixapharm Holding AG.

6. Fallback provisions

1. If and to the extent that the Spin-off Assets are not already transferred to Pentixapharm Holding AG by operation of law upon registration of the Spin-off, Eckert & Ziegler SE will transfer them to Pentixapharm Holding AG. In return, Pentixapharm Holding AG is obliged to agree to the transfer. Internally, the contracting parties will treat each other as if the transfer had also taken place externally on the Spin-off Date.
2. In connection with a transfer pursuant to clause 6.1, the contracting parties shall initiate and participate in all necessary or appropriate measures and legal acts in order to transfer the Spin-off Assets.
3. Both before and after the spin-off takes effect, the contracting parties shall provide each other with all information and documents relating to the Spin-off Assets that they require for accounting in accordance with HGB and/or IFRS and for the publications to which they are obliged by law, administrative regulations, stock exchange rules and orders of administrative authorities, courts or stock exchanges in Germany and abroad.

7. Creditor protection and internal balancing

Unless this Spin-off and Transfer Agreement provides for a different allocation of burdens and liability arising from or in connection with the Spin-off Assets, the following provisions shall apply:

7.1 If and to the extent that claims are asserted against Eckert & Ziegler SE by creditors for liabilities, obligations or contingent liabilities which are transferred to Pentixapharm Holding AG in accordance with the provisions of this Spin-off and Transfer Agreement, Pentixapharm Holding AG shall indemnify Eckert & Ziegler SE against the respective liability, obligation or contingent liability upon first request. The same applies in the event that Eckert & Ziegler SE is called upon by such creditors to provide security.

7.2 If and to the extent that claims are asserted against Pentixapharm Holding AG by creditors for liabilities, obligations or contingent liabilities of Eckert & Ziegler SE on the basis of the provisions in § 133 UmwG or other provisions, which are not transferred to Pentixapharm Holding AG in accordance with this Spin-off and Transfer Agreement, Eckert & Ziegler SE must indemnify Pentixapharm Holding AG against the respective liability, obligation or contingent liability upon first request. The same applies in the event that Pentixapharm Holding AG is called upon by such creditors to provide security.

8. Warranty

1. Eckert & Ziegler SE guarantees as of the Execution Date that it is the owner of the Spin-off Assets, that it can freely dispose of the Spin-off Assets and that these are not encumbered with third-party rights. A quality of the Spin-off Assets, in particular certain properties or a recoverability with regard to the Spin-off Assets, is not agreed beyond this.
2. To the extent permitted by law, all rights and warranties that may exist under the statutory provisions or otherwise in addition to those in clause 8.1 are excluded. The provision of this section 8.2 applies to all rights and warranties, irrespective of their legal nature (contractual, pre-contractual, tortious or otherwise), and in particular also to such rights that could result in the termination or rescission of the Spin-off and Transfer Agreement or a similar legal effect.

1. Consideration and capital increase, special rights and benefits

9. Granting of shares, trustee and capital increase

1. In return for the transfer of the Spin-off Assets, the shareholders of Eckert & Ziegler SE will receive one no-par value bearer share (registered share) of Pentixapharm Holding AG free of charge for each no-par value bearer share of Eckert & Ziegler SE in accordance with their previous shareholding in Eckert & Ziegler SE (on a pro rata basis). A total of 20,845,477 no-par value registered shares of Pentixapharm Holding AG will be granted to the shareholders of Eckert & Ziegler SE.
   The shares to be granted pursuant to this section 9.1 are the 20,845,477 new shares created by the capital increase pursuant to section 9.2.
2. In order to implement the Spin-off, Pentixapharm Holding AG will increase its share capital from EUR 50,000.00 by EUR 20,845,477 to EUR 20,895,477 (the " New Pentixapharm Holding AG Shares "). Each New Pentixapharm Holding AG Share represents a pro rata amount of the share capital of EUR 1.00. No additional premium will be owed.
3. The contribution in kind as part of the spin-off capital increase will be made by transferring the Spin-off Assets. The total value at which the non-cash contribution made by Eckert & Ziegler SE is taken over by Pentixapharm Holding AG corresponds to the book value of the transferred net assets under commercial law. If this value exceeds the amount of the share capital increase specified in section 9.2, this amount will be transferred to the capital reserve in accordance with § 272 (2) no. 4 HGB.
4. Eckert & Ziegler SE appoints BankM AG, Frankfurt am Main (AG Frankfurt am Main HRB 79542; the "BankM") or a third party, who will act on behalf of BankM, as trustee for the receipt of the New Pentixapharm Holding AG Shares and their delivery to the shareholders of Eckert & Ziegler SE. Ownership of the shares to be granted will be granted to the trustee before the Spin-off is registered and the trustee will be instructed to procure the shares for the shareholders of Eckert & Ziegler SE after the Spin-off has been entered in the commercial register of Eckert & Ziegler SE.
5. The contracting parties undertake to ensure that all declarations are made, all documents are issued and all other actions are taken that are still necessary or expedient so that all shares of Pentixapharm Holding AG are immediately admitted to

trading on the regulated market of the Frankfurt Stock Exchange and simultaneously to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange after the spin-off takes effect.

10. Granting of special rights

1. Eckert Wagniskapital und Frühphasenfinanzierung GmbH, Panketal ("EWK"), as a future shareholder of Pentixapharm Holding AG, is to be granted the right to appoint one third of the number of members of the Supervisory Board of Pentixapharm Holding AG attributable to the shareholders as stipulated by law or the Articles of Association. For this purpose, Eckert & Ziegler SE, as the sole shareholder, will adopt a corresponding amendment to § 13 (2) of the Articles of Association at an Annual General Meeting of Pentixapharm Holding AG and grant EWK the non-transferable right to appoint one third of the number of members of the Supervisory Board attributable to the shareholders as stipulated by law or the Articles of Association, as long as it holds at least 3% of the share capital of Pentixapharm Holding AG.
2. Eckert & Ziegler SE, as the sole shareholder, intends to authorize the Executive Board of Pentixapharm Holding AG to issue a convertible bond with a total nominal value of up to EUR 18.5 million by means of a corresponding resolution at the Annual General Meeting of Pentixapharm Holding AG in accordance with § 221 AktG, essentially in accordance with the conditions set out in Annex10.2a ttached as Annex 10.2 and it is intended that this convertible bond of Pentixapharm Holding AG will be issued before the spin-off takes effect and will be fully subscribed by Eckert & Ziegler SE (the "Convertible Bond"). This Spin-off and Transfer Agreement does not create any obligation for Eckert & Ziegler SE to subscribe to the Convertible Bond. The rights of the creditors from the convertible bond of Pentixapharm Holding AG will not be changed on the occasion of the spin-off.
3. In order to underpin the conversion rights, Eckert & Ziegler SE, as the sole shareholder, intends to authorize the Executive Board of Pentixapharm Holding AG to increase the capital from authorized capital in accordance with § 202 AktG by a total of up to EUR 10.447,738.00, combined with an authorization to exclude subscription rights, inter alia, for the purpose of issuing shares to satisfy conversion rights from convertible bonds, of which up to EUR 3,936,170 would be required to back the conversion rights. The resolution on the authorized capital is to be passed at a time prior to the effective date of the contractual spin-off.
4. In order to additionally back the conversion rights from the convertible bond into shares of Pentixapharm Holding AG, it is intended that a conditional capital increase (§ 192 para. 2 no. 1 AktG) will be resolved at a future Annual General Meeting of Pentixapharm Holding AG, which will only be proposed to the Annual General Meeting of Pentixapharm Holding AG for resolution after the spin-off subject to the agreement has taken effect.
5. Furthermore, Eckert & Ziegler SE, as the sole shareholder, intends to adopt a corresponding resolution at an Annual General Meeting of Pentixapharm Holding AG to increase the capital against cash contributions with a volume of up to EUR 6,382,980.00 at a minimum placement price of EUR 4.70, i.e. with a total issue volume of up to around EUR 30 million.In the context of this capital increase, EWK is to be authorized to subscribe for up to 2,127,660 new shares in Pentixapharm Holding AG at a total placement price of up to approximately EUR 10 million. As the largest shareholder of Eckert & Ziegler SE, EWK holds 31.13% of the share capital of Eckert & Ziegler SE. The largest shareholder of EWK is Dr. Andreas Eckert, the founder, major shareholder and Chairman of the Supervisory Board of Eckert & Ziegler SE and Pentixapharm Holding AG.