Encavis : invitation agm 2024

Invitation to the Annual General Meeting on 5 June 2024

Minimum information pursuant to section 125 para. 1 German Stock Corporation Act (AktG) in connection with section 125 para. 5 AktG, article 4 para. 1 and table 3 blocks A to C of the annex to Implementing Regulation (EU) 2018/1212

Type of Information

Description

		A. Specification of the message
1.	Unique identifier of the event	ECV062024oHV
2.	Type of message	Meeting notice of a general meeting
		[format pursuant to Implementing Regulation (EU) 2018/1212: NEWM]
		B. Specification of the issuer
1. ISIN	DE0006095003; DE000A4BGGQ8; DE000A409617
2.	Name of issuer	Encavis AG
		C. Specification of the meeting
1.	Date of the general meeting	05.06.2024
		[format pursuant to Implementing Regulation (EU) 2018/1212: 20240605]
2.	Time of the general meeting	11:00 hours (CEST)
		[format pursuant to Implementing Regulation (EU) 2018/1212: 09:00 UTC]
3.	Type of the general meeting	Ordinary annual general meeting
		[format pursuant to Implementing Regulation (EU) 2018/1212: GMET]
4.	Location of the general meeting	Privathotel Lindtner, Heimfelder Straße 123, 21075 Hamburg, Germany
5.	Record Date	14.05.2024, 24:00 hrs. (CEST)
		[format pursuant to Implementing Regulation (EU) 2018/1212: 20240514]
6.	Uniform Resource Locator (URL)	https://www.encavis.com/en/green-capital/investor-relations/agm

3

Translation for Convenience Purposes

ENCAVIS AG

Hamburg

- ISIN DE0006095003 // WKN 609 500 -

- ISIN DE000A4BGGQ8 -

- ISIN DE000A409617 // WKN A40 961 -

Unique identifier of the event: ECV062024oHV

Invitation to the Annual General Meeting

We hereby invite our shareholders

to the Annual General Meeting of Encavis AG, to be held on

Wednesday, 5 June 2024, at 11.00 am,

at Privathotel Lindtner, Heimfelder Straße 123, 21075 Hamburg, Germany,

as an in-person event.

It is intended that the members of the Management Board and the Supervisory Board will be

present in person for the entire duration of the Annual General Meeting.

4 Encavis AG ¥ ¥ ¥ Agenda

1. Agenda

1. Submission of the adopted annual financial statements, the approved consolidated financial statements and the combined management report for Encavis AG and the Group for the 2023 financial year, including the explanatory report by the Management Board on the disclosures pursuant to sections 289a, 315a HGB and the report by the
   Supervisory Board for the 2023 financial year
   These documents, together with the proposal for the appropriation of net retained profit, will be available on the com- pany's website at https://www.encavis.com/en/green-capital/investor-relations/agmon the day on which the Annual General Meeting is convened. 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 the consolidated financial statements pre- pared by the Management Board in accordance with section 172 German Stock Corporation Act (AktG) and has thus adopted the annual financial statements. In accordance with the statutory provisions, no resolution of the Annual General Meeting is therefore planned for agenda item 1.
2. Resolution on the appropriation of net retained profit

The Management Board and Supervisory Board are of the opinion that the "Accelerated Growth Strategy 2027" will enable shareholders to benefit much more from the tremendous growth opportunities that arise for Encavis AG through growth investments in completely new dimensions and magnitudes than from the distribution of a dividend that would reduce these investments. In view of the historically unique growth that lies ahead of us, and in which we would like to play an active part, the Management Board and Supervisory Board firmly believe that this is the best proposal for the benefit of all shareholders. As a result, they will not propose a minimum dividend.

The Management Board and the Supervisory Board propose that the following resolution be adopted:

"The net retained profit of Encavis AG for the 2023 financial year in the amount of EUR 185,532,675.46 will be fully carried forward to new account."

3. Resolution on the approval of the actions of the members of the Management Board for the 2023 financial year

The Management Board and the Supervisory Board propose that the following resolution be adopted:

"The actions of the members of the Management Board who held office in the 2023 financial year shall be approved for this period."

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

The Management Board and the Supervisory Board propose that the following resolution be adopted:

"The actions of the members of the Supervisory Board who held office in the 2023 financial year shall be approved for this period."

The approval of the actions of the members of the Supervisory Board for the 2023 financial year takes the form of individual approval.

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5. Resolution on the election of the auditor of the annual financial statements and the auditor of the consolidated financial statements for the 2024 financial year as well as the auditor for the audit review of any financial infor- mation during the year

Based on the recommendation of the Audit and ESG Committee, the Supervisory Board proposes to adopt the following resolution:

"PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hamburg branch, is appointed as auditor of the financial statements and auditor of the consolidated financial statements for the 2024 financial year and as auditor for the audit review of the condensed financial statements and the interim management report for the first half of the 2024 financial year. In addition, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hamburg branch, is appointed as auditor of the financial statements should the Management Board resolve to review any additional interim financial information for the period up until the time of the next Annual General Meeting."

The Audit and ESG Committee has stated in its recommendation that it is free from undue influence by third parties and that no clause of the type referred to in article 16 (6) of the EU Statutory Audit Regulation has been imposed on it (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements for the statutory audit of public interest entities and repealing Commission Decision 2005/909/EC).

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hamburg branch, has declared to the Supervisory Board that there are no business, financial, personal or other relationships between it, its executive bodies and audit managers on the one hand and the company and its executive body members on the other hand that could cast doubt on its independence.

6. Resolution on the approval of the remuneration report for the 2023 financial year, prepared and audited in accor- dance with section 162 AktG

The Management Board and the Supervisory Board submit to the Annual General Meeting the Encavis AG remuneration report (a copy of which is provided in segment II.1), which was prepared for the 2023 financial year in accordance with section 162 AktG and audited in accordance with section 162 (3) AktG by the auditor PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hamburg branch, and issued with an audit report, and propose that the following resolution be adopted:

"The Encavis AG remuneration report for the 2023 financial year as prepared and audited in accordance with section 162 AktG is approved."

7. Resolution on the approval of the amended remuneration system for the members of the Management Board

Section 120a (1) sentence 1 AktG calls for the general meeting of a listed company to adopt a resolution regarding the endorsement of the system governing the remuneration of the members of the management board submitted to it by the supervisory board whenever the remuneration system substantially is modified, at a minimum, however, every four years. The Annual General Meeting most recently adopted a resolution regarding the system of remuneration for the members of the Encavis AG Management Board by a vote of 86.50 % on 1 June 2023.

Based on the recommendations of the Personnel and Nomination Committee, the Supervisory Board revised the system of remuneration for the members of the Management Board that was approved by the 2023 Annual General Meeting within the scope of the Management Board service contract extension with regard to the following item: The new Management Board service contracts do not include the option of adjusting the short-term variable remuneration in the event of extraordinary developments (deletion under h) bb) (i) of the previous remuneration system).

6 Encavis AG ¥ ¥ ¥ Agenda

The abstract remuneration system, amended accordingly, is presented below under II.2. The amended remuneration system for Management Board members is therefore to be submitted to the Annual General Meeting for approval.

Based on the recommendations of the Personnel and Nomination Committee, the Supervisory Board proposes that the amended remuneration system for the members of the Management Board, as adopted by the Supervisory Board and as presented under II.2, be approved.

8. Elections to the Supervisory Board

The term of office of the Supervisory Board members Mr Albert Büll and Dr Marcus Schenck ends upon the conclusion of this Annual General Meeting. Dr Schenck is available for re-election. Ms Ayleen Oehmen-Görisch is to be elected to the Supervisory Board to replace Mr Albert Büll.

In accordance with sections 95 sentence 2, 96 (1) last alternative and 101 (1) AktG, as well as article 10 (1) of the Articles of Association, the Supervisory Board of Encavis AG is composed of nine members to be elected by the Annual General Meeting. The Annual General Meeting is not bound by election proposals when electing Supervisory Board members.

The Supervisory Board proposes that the following resolution be adopted:

"a) Dr Marcus Schenck residing in Munich,

Lazard Asset Management (Deutschland) GmbH, Munich, Head of DACH, Member of the Global Management Committee Financial Advisory

1. Ms Ayleen Oehmen-Görisch residing in Frankfurt am Main,
   Lawyer, CMS Hasche Sigle Partnerschaft von Rechtsanwälten und Steuerberatern mbB

are elected as members of the Supervisory Board.

The election takes effect from the end of the Annual General Meeting on 5 June 2024 until the end of the Annual General Meeting that resolves on the approval of the Supervisory Board's actions for the 2024 financial year."

The aforementioned election proposals are based on the recommendation of the Supervisory Board's Personnel and Nomination Committee and take into account the objectives resolved by the Supervisory Board for its composition, as well as the profile of skills and expertise developed by the Supervisory Board for the entire Board, and is in line with the diversity concept pursued by the company. You can find the competency profile at https://www.encavis.com/ Dokumente/Governance/Encavis-Objectives-for-the-competency-profile-of-the-Encavis-AG-Supervisory-Board-EN.pdf

In accordance with principle 12 GCGC and the requirements defined in its own competency profile, the Supervisory Board has satisfied itself that the proposed candidates are able to devote the expected amount of time. Following the election of the proposed candidates, the Supervisory Board will continue to be composed of what the Supervisory Board considers to be a suitable number of independent members. Both Dr Schenck and Ms Oehmen-Görisch are independent in the opinion of the Supervisory Board.

It is intended to hold the elections to the Supervisory Board as individual elections.

The CVs of the candidates are available from the day the Annual General Meeting is convened at

https://www.encavis.com/en/green-capital/investor-relations/agm

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Additional information

1. Dr Marcus Schenck

Disclosures pursuant to section 125 (1) sentence 5 AktG

Under (1) below, details are provided of the companies at which Dr Marcus Schenk is a member of other statutory supervisory boards and under (2) at which companies he is a member of comparable domestic or foreign supervisory bodies:

1. Member of the Supervisory Board, Uniper SE
2. Member of the Independent Advisory Council, EQT Infrastructure

Information pursuant to Recommendation C.13 of the German Corporate Governance Code

Dr Schenck has a business relationship with the company as Head of DACH, Member of Global Management Committee Financial Advisory of Lazard Asset Management (Deutschland) GmbH. Lazard Asset Management (Deutsch- land) GmbH provided comprehensive advice to the Supervisory Board in connection with the takeover bid by Elbe BidCo GmbH to the company's shareholders. The consultation was authorised by the Supervisory Board in accordance with section 114 (1) AktG.

Beyond that, there are no further personal or business relationships between Dr Schenck and the company, the corporate bodies of the company or a shareholder with a material interest in the company that could give rise to a material and not merely temporary conflict of interest.

1. Election of Ms Ayleen Oehmen-Görisch

Disclosures pursuant to section 125 (1) sentence 5 AktG

Ms Ayleen Oehmen-Görisch is not a member of any other statutory supervisory board or comparable domestic or foreign supervisory body.

Information pursuant to Recommendation C.13 of the German Corporate Governance Code

Ms Oehmen-Görisch has a business relationship with the company as a salaried lawyer at CMS Hasche Sigle. CMS Hasche Sigle advises the company on legal issues on an ongoing basis. The requirements of section 114 (1) AktG are observed.

Beyond that, there are no further personal or business relationships between Ms Oehmen-Görisch and the com- pany, the corporate bodies of the company or a shareholder with a material interest in the company that could give rise to a material and not merely temporary conflict of interest.

9. Resolution on amendments to the Articles of Association (corporate purpose and virtual Annual General Meeting)

Due to the ongoing evolution of our business model, the purpose of the company is to be broadened to include the operation of energy storage facilities, the marketing of energy, the supply and trading of energy and the provision of services in the aforementioned areas.

The authorisation created by the Annual General Meeting on 1 June 2023 to hold virtual Annual General Meetings in accordance with article 17a of the Articles of Association expires on 7 June 2025. The Management Board and Supervisory Board propose that the option of holding virtual Annual General Meetings be maintained for a further two years. Prior to each Annual General Meeting, the Management Board and Supervisory Board will weigh the facts

8 Encavis AG ¥ ¥ ¥ Agenda

and decide on the format of the Annual General Meeting in the best interests of the company and the shareholders in consideration of a variety of factors, including the views expressed by the shareholders. The Management Board will make its decision in the matter in consideration of the interests of the company and its shareholders and will consider the rights of the shareholders. It will also consider the amount of time, effort and expense involved, in addition to sustainability concerns.

The Management Board and Supervisory Board propose that the following be adopted:

"a) Article 2 (1) of the Articles of Association is amended as follows:

1. 1. to operate plants for the generation of energy from renewable sources of energy at home and abroad by the company itself or by its subsidiaries as an independent electricity producer;
   2. to operate energy storage systems;
   3. to market energy;
   4. to supply and trade in energy;
   5. to provide commercial, technical or other services not requiring official approval or consent in connection with the acquisition, the construction or the operation of plants for the generation of electricity from renewable sources of energy at home and abroad by the company itself or by its subsidiaries;
   6. to acquire, hold, manage and sell company shares;
   7. to provide services in the aforementioned areas."
2. Article 17a of the Articles of Association is amended as follows:
   "Article 17a Virtual Annual General Meeting
   The Management Board is authorised until 31 August 2026 to provide for the holding of an Annual General Meeting of the company without the physical presence of the shareholders or their proxies at the venue of the Annual General Meeting (virtual An-nual General Meeting).
   The provisions of this article regarding the convening and execution of the Annual General Meeting of the com- pany apply accordingly in the event of a virtual Annual General Meeting.
   With the exception of the chair, the members of the Supervisory Board are permitted to participate in the virtual Annual General Meeting by way of video and audio transmission."

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10. Resolution terminating the authorisation granted by the Annual General Meeting on 13 May 2020 regarding the issuance of bonds with warrants/convertible bonds, mezzanine capital and/or profit-linked bonds (or a combination of these instruments)

The Annual General Meeting on 13 May 2020 authorised the Management Board, with the consent of the Supervisory Board, to issue up to 300,000,000 bonds with warrants/convertible bonds, mezzanine capital and/or profit-linked bonds (or a combination of these instruments) (the "bonds") with subscription rights for shares in the company from 13 May 2020 to 12 May 2025 on the condition that each bond grants the holder the right to subscribe to one share in the company. The company's share capital was therefore contingently increased by an original amount of up to EUR 14,000,000.00 ("Contingent Capital 2020").

On 17 November 2021, the company utilised the authorisation of the Annual General Meeting of 13 May 2020 to issue bonds under the simplified exclusion of subscription rights by issuing a hybrid convertible bond with a total nominal value of EUR 250,000,000.00. The Contingent Capital 2020 is reserved entirely to meet the obligations from this hybrid convertible bond.

The Management Board and the Supervisory Board propose that the following resolution be adopted:

"The authorisation approved by the Annual General Meeting of 13 May 2020 granting the Management Board the right to issue bonds with warrants/convertible bonds, mezzanine capital and/or profit-linked bonds (or a combination of these instruments) with a total nominal value of up to EUR 300,000,000.00 on one or more occasions by 12 May 2025 and, in this context, to grant conversion or option rights and conversion obligations for no-par-value bearer shares in the company with a notional interest in the share capital of up to EUR 14,000,000.00 in total, is terminated, provided no use is made of said authorisation. The Contingent Capital 2020 under article 4 (6) of the Articles of Association will continue to exist."

11. Resolution on the cancellation of the existing authorised capital and the creation of a new authorised capital with the authorisation to exclude subscription rights as well as the corresponding amendment to the Articles of Association

The existing authorised capital in accordance with article 6 of the Articles of Association ("Authorised Capital 2021") is limited until 26 May 2026 (inclusive). After partial utilisation of the Authorised Capital 2021, the volume still amounts to EUR 25,197,269.00. The Annual General Meeting will be asked to approve new authorised capital ("Authorised Capital 2024"), as the existing authorisation of the Management Board has been partially utilised and only a few shares can still be issued with the exclusion of subscription rights due to the voluntary self-restriction of the Manage- ment Board with regard to the total volume of shares and bonds issued with the exclusion of subscription rights.

The existing Authorised Capital 2021 is to be replaced by new Authorised Capital 2024 in order to enable the com- pany to continue to react flexibly to financing requirements in the future and to be able to adjust the company's equity base to business requirements if necessary. The volume of the new Authorised Capital 2024 is to amount to EUR 32,206,035.00 (equating to 20 % of the current share capital). The term is to be three years, which is well below the five-year term permitted under the German Stock Corporation Act.

The shareholders are generally entitled to a subscription right. The subscription right can also be granted indirectly by the shares being taken over by one or more banks or equivalent companies pursuant to section 186 (5) sentence 1 AktG with the obligation to offer them to the shareholders for subscription.

However, the Management Board is authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights when issuing shares against cash contributions of up to 10 % of the share capital at the time this authorisation comes into effect or at the time this authorisation is exercised, whichever is lower. If subscription rights are excluded in this way, the issue price of the new shares may not be significantly lower than the market price (section 186 (3) sentence 4 AktG). The Management Board is also authorised, with the consent of the Supervisory Board, to exclude shareholders' subscription rights in the event of a share issue against non-cash contributions. Furthermore, the Management Board is authorised, with the approval of the Supervisory Board, to exclude fractional

10 Encavis AG ¥ ¥ ¥ Agenda

amounts from shareholders' subscription rights and to exclude subscription rights to the extent necessary to grant the holders of previously issued bonds with conversion or option rights or conversion obligations a subscription right to new shares to the extent to which they would be entitled after exercising their conversion or option rights or in the event of mandatory conversion.

An overview of the scope of the authorisation for Authorised Capital 2024 and the overall view with the existing Conditional Capital 2020 is presented below:

			% of the share capital on
	Amount of	Number of	the day the Annual General
	share capital	shares	Meeting is convened
Authorisation resolutions
1. Maximum permissible volume	32,206,035	32,206,035	20 %
of a share issue under the			(Authorised
Authorised Capital 2024			Capital 2024)
2. Maximum permissible scope	46,206,035	46,206,035	28.69 %
of the share issue under the			(20 % Authorised
Authorised Capital 2024 together			Capital 2024 and
with all authorisations to issue new			8.69 % Conditional
shares that can still be used after			Capital 2020)
the Annual General Meeting
(Conditional Capital 2020)
Authorisation to exclude subscription rights (Authorised Capital 2024)
1. Limitation on the issue of	16,103,017	16,103,017	10 %
shares against cash			(a total of only 20 % of the
contributions without			share capital is available on
subscription rights			the day the Annual General
			Meeting is convened)
2. Limitation on the issue of	32,206,035	32,206,035	20 %
shares against non-cash			(a total of only 20 % of the
contributions without			share capital is available on
subscription rights			the day the Annual General
			Meeting is convened)

The Management Board and Supervisory Board propose that the following be adopted:

1. The existing authorisation of the Annual General Meeting of 27 May 2021 to increase the share capital of the company in article 6 of the Articles of Association is to be rescinded subject to the entry of the amendment to the Articles of Association proposed under c) in the Commercial Register.
2. The Management Board will be authorised, with the consent of the Supervisory Board, to increase the company's share capital by up to EUR 32,206,035.00 by issuing up to 32,206,035 new no-par-value bearer shares against cash contributions and/or contributions in kind on one or more occasions up to and including 4 June 2027 ("Authorised Capital 2024"). The shareholders are generally entitled to a subscription right. The shares may also be acquired by one or more banks under the obligation to offer them to the shareholders for subscription.