Exasol : Report of the Executive Board on agenda item 6

Reportofthe ExecutiveBoard onagendaitem6

Convenience translation

Regarding agenda item 6:

Report of the Execu�ve Board pursuant to sec�on 221 (4) sentence 2 AktG in conjunc�on with sec�on 186 (4) AktG on the exclusion of subscrip�on rights as part of the authoriza�on to issue conver�ble bonds, bonds with warrants and profit par�cipa�on rights with or without conversion or subscrip�on rights.

a) Introduc�on

Under agenda item 6, the Execu�ve Board and Supervisory Board request that the Company's shareholders authorize the Execu�ve Board to issue conver�ble bonds and bonds with warrants as well as profit par�cipa�on rights with or without conversion or subscrip�on rights. These financing instruments can each be provided with conversion rights or subscrip�on rights to shares in the Company. The holders of these conversion or subscrip�on rights are thus given the opportunity to acquire shares in the Company by conver�ng the payments they have already made to the Company into equity (conversion right) or by making an addi�onal payment into the Company's equity (subscrip�on right). When issuing, the Company may also decide that the bonds and profit par�cipa�on rights issued are to be exchanged for shares in the Company at a later date at the Company's request (conversion obliga�on). Delivery of the shares upon exercise of the conversion and subscrip�on rights or fulfilment of the conversion obliga�on is possible from condi�onal capital, authorized capital or treasury shares. Cash setlement would also be possible.

The primary purpose of the authoriza�on is to be able to strengthen the Company's capital resources quickly and flexibly if necessary.

The largely open defini�on of the condi�ons for the issue of the aforemen�oned financing instruments at the present �me enables the Company to react appropriately to current market condi�ons and to raise new capital at the lowest possible cost. As a purely precau�onary measure, the proposed authoriza�on is also intended to create the possibility of using these financing instruments in the same way as the authorized capital to acquire assets, in par�cular to acquire companies and interests therein, while preserving liquidity. In prac�ce, however, this use is likely to be of secondary importance.

When these financing instruments are issued, the Company's shareholders generally have a subscrip�on right in accordance with Sec�on 221 (4) AktG.

The requested authoriza�ons are intended to enable the company to exclude subscrip�on rights in certain cases if this should be necessary in the overriding interest of the Company, whereby the sum of the exclusions of subscrip�on rights from this authoriza�on may not relate to more shares (calculated at the �me of issue of the respec�ve instrument) than the amount corresponding to 10% of the share capital at the �me this authoriza�on is created. The following applies in detail:

b) Exclusion of subscrip�on rights for frac�onal amounts

DISCLAIMER: This document is a convenience translation of the original German version and is intended to be used for information purposes only.

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Convenience translation

The Execu�ve Board and Supervisory Board shall be authorized to exclude subscrip�on rights for frac�onal amounts. This may be necessary if a prac�cable subscrip�on ra�o cannot otherwise be achieved. The Company will endeavor to make the best possible use of frac�onal amounts in the interests of the shareholders.

c) Exclusion of subscrip�on rights for capital increases of up to 10%

For the issue of bonds with warrants and conver�ble bonds as well as for profit par�cipa�on rights with a conversion or subscrip�on right to shares in the Company, the Execu�ve Board is to be authorized in analogous applica�on of sec�on 186 (3) sentence 4 AktG to exclude the subscrip�on right if the issue price of the respec�ve financial instrument is not significantly lower than its theore�cal market value determined using recognized methods of financial mathema�cs. This exclusion of subscrip�on rights could become necessary if a bond is to be placed quickly in order to take advantage of a favorable market environment. The exclusion of subscrip�on rights gives the Company the necessary flexibility to take advantage of a favorable capital market situa�on at short no�ce in the aforemen�oned case.

In this case, the interests of the shareholders are safeguarded by ensuring that the issue price of the bonds is not significantly lower than the market value, thereby minimizing the value of the excluded subscrip�on right as far as possible. In addi�on, this authoriza�on is limited to 10% of the share capital provided for in Sec�on 186 (3) sentence 4 AktG and therefore below the limit of 20% of the share capital. According to the legislator, these requirements protect shareholders from excessive dilu�on of their shareholdings.

d) Exclusion of subscrip�on rights in the case of profit par�cipa�on rights under the law of obliga�ons

The Execu�ve Board is also to be authorized, with the approval of the Supervisory Board, to exclude shareholders' subscrip�on rights when issuing profit par�cipa�on rights that are not share-like or similar to shares, i.e. in par�cular do not grant a share in the liquida�on proceeds and for which the amount of the distribu�on is not based on the amount of the net profit for the year, the balance sheet profit or the dividend, and which are not linked to conversion or subscrip�on rights. Assuming a bond- like structure of the profit par�cipa�on rights, the membership posi�on of the shareholders is not affected; neither the vo�ng right nor the pro rata dividend en�tlement or the share in the Company's assets would be changed by an issue of profit par�cipa�on rights without subscrip�on rights. In the event of an exclusion of subscrip�on rights, the profit par�cipa�on rights would also have to be issued at market condi�ons, so that there would be no significant subscrip�on right value in this respect. In contrast, the possibility of excluding subscrip�on rights enables the Execu�ve Board to use a low interest rate level or a favorable demand situa�on for an emission, flexibly and at short no�ce. This enables the Execu�ve Board to significantly reduce the placement risk. On the other hand, depending on the market situa�on, there could be a greater or lesser risk that the condi�ons once set out, in case of an emission of profit par�cipa�on rights with subscrip�on rights, would no longer be in line with the market by the �me of the actual placement on the market. The Company would therefore run the risk of not being able to place the profit par�cipa�on rights at all, or of placing them too cheaply. Neither

DISCLAIMER: This document is a convenience translation of the original German version and is intended to be used for information purposes only.

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Convenience translation

would be in the interests of the Company or its shareholders. However, in order to take account of the shareholders' need for protec�on, the Execu�ve Board will carefully examine in each individual case whether an exclusion of subscrip�on rights is necessary in the interests of the Company.

e) Exclusion of subscrip�on rights for dilu�on protec�on

In addi�on, it should be possible to exclude the subscrip�on right insofar as this is necessary in order to also grant the holders of conversion and subscrip�on rights a subscrip�on right to which they would be en�tled if they had already exercised their conversion or subscrip�on right or had already fulfilled their conversion obliga�on. Financing instruments such as those described here regularly contain an an�-dilu�on clause in their terms and condi�ons in the event that the Company issues further such financing instruments or shares to which the shareholders have a subscrip�on right. To ensure that the value of these financing instruments is not impaired by such measures, the holders of these financing instruments generally receive compensa�on in that the conversion or subscrip�on price is reduced or that they also receive a subscrip�on right to the subsequently issued financing instruments or shares. In order to maintain the greatest possible flexibility in this respect, it should therefore also be possible to exclude subscrip�on rights in this case. This serves to facilitate the placement and thus ul�mately to op�mize the Company's financing structure.

1. Exclusion of subscrip�on rights for contribu�ons in kind

Furthermore, it should be possible to exclude subscrip�on rights in order to be able to issue the respec�ve financial instruments in return for contribu�ons in kind. The authoriza�on is intended to enable the Company to use these financing instruments in connec�on with the acquisi�on of assets. As can be seen from the wording of the proposed resolu�on, this may become prac�cal in par�cular when acquiring companies, parts of companies and interests in companies, industrial property rights, such as patents, trademarks or licenses based on these, or other product rights or other contribu�ons in kind, including bonds, conver�ble bonds and other financial instruments. In such cases, sellers o�en insist on receiving considera�on in a form other than money or only money. It can then be an interes�ng alterna�ve to offer bonds with op�on or conversion rights or profit par�cipa�on rights instead of or in addi�on to the gran�ng of shares or cash payments. This op�on creates addi�onal flexibility and increases the Company's chances of making acquisi�ons.

However, both the authoriza�on to issue shares against contribu�ons in kind and the exclusion of subscrip�on rights in this regard should only be used if the acquisi�on of the relevant item is in the overriding interest of the Company and another acquisi�on, in par�cular by purchase, is not legally or actually possible or only possible on less favorable terms. In such cases, however, the Company will always check whether there is an equally suitable way of acquiring the item that has less of an impact on the posi�on of the shareholders. The interests of the shareholders are also taken into account by the fact that the Company is obliged to base the acquisi�on of non-cash benefits against the issue of a bond and/or profit par�cipa�on rights and/or the issue of new shares on market prices.

DISCLAIMER: This document is a convenience translation of the original German version and is intended to be used for information purposes only.

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Convenience translation

There are currently no concrete plans to make use of the authoriza�on to issue conver�ble bonds/bonds with warrants and profit par�cipa�on rights. In any case, the Execu�ve Board will carefully examine whether the use of the authoriza�on is in the interests of the Company and its shareholders.

DISCLAIMER: This document is a convenience translation of the original German version and is intended to be used for information purposes only.

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