Lenzing : Invitation to the Annual General Meeting 2023

Invitation to the

Annual General Meeting

Lenzing Aktiengesellschaft

with its registered office in Lenzing

Commercial Register No. ("FN") 96499 k

ISIN: AT 0000644505

("Company")

Invitation to the

79th Annual General Meeting of

Lenzing Aktiengesellschaft

to be held on Wednesday, 19 April 2023 at 10:00 a.m. (CEST)

at the Kulturzentrum Lenzing, Johann-Böhm-Straße 1, 4860 Lenzing.

1. Agenda

1. Presentation of the adopted annual financial statements including the management report and the corporate governance report, of the consolidated financial statements including the group management report, each as of 31 December 2022 and of the report of the Supervisory Board on the business year 2022
2. Adopting a resolution on the discharge of the Members of the Management Board for the business year 2022
3. Adopting a resolution on the discharge of the Members of the Supervisory Board for the business year 2022
4. Adopting a resolution on the compensation of Members of the Supervisory Board for the business year 2023 in advance
5. Elections to the Supervisory Board
6. Adopting a resolution on the remuneration report
7. Election of the auditor of the annual financial statements and consolidated financial statements for the business year 2023
8. Adopting a resolution on the creation of a new "authorized capital" while safeguarding the statutory subscription right, also within the meaning of the indirect subscription right pursuant to Section 153 para 6 of the Austrian Stock Corporation Act (AktG), but also with the authorization of the Management Board to exclude subscription rights of shareholders in whole or in part with the consent of the Supervisory Board, including the possibility of issuing new shares against contributions in kind, with the cancellation of the "authorizes capital" in accordance with the resolution of the General Meeting of 12 April 2018 on the 10th agenda item and resolution on the

corresponding amendment to Section 4 of the Articles of Association

9a. Adopting a resolution on the authorization of the Management Board to issue convertible bonds with the approval by the Supervisory Board and on the authorization of the Management Board with the approval of the Supervisory Board to exclude shareholders' subscription rights in full or in part, with the cancellation of the corresponding authorization of the Management Board with approval by the Supervisory Board to issue convertible bonds pursuant to the Annual General Meeting Resolution of 12 April 2018 on the 11ath agenda item

9b. Adopting a resolution on the conditional increase of the Company's share capital in accordance with Section 159 para 2 no. 1 Austrian Stock Corporation Act (AktG) for the issue to creditors of

Page 1 of 8

Invitation to the

Annual General Meeting

financial instruments (convertible bonds), with cancellation of the "conditional capital" in accordance with the Annual General Meeting resolution of 12 April 2018 on the 11bth agenda item and corresponding amendment to Section 4 of the Articles of Association

1. Documents for the Annual General Meeting; Information made available on the website

In particular, the following documents and records pursuant to Section 108 para 3 and 4 of the Austrian Stock Corporations Act (AktG) will be available for inspection no later than on 29 March 2023 on the Company website

www.lenzing.com:

• Annual financial report 2022, including:
  o Annual financial statements including the management report,
  o Consolidated financial statements including the group management report,
• Corporate governance report 2022,
• Separate non-financial report 2022,
• Report of the Supervisory Board,
• Proposed resolutions on items 2. - 9b. of the agenda,
• Remuneration report on item 6. of the agenda,
• Statements by candidates for the election to the Supervisory Board pursuant to Section 87 para 2 of the Stock Corporations Act
• Curriculum vitae of the candidates up for election to the Supervisory Board,
• Report of the Management Board on the exclusion of subscription rights in the "authorized capital" pursuant to section 170 para 2 in conjunction with section 153 para 4 sentence 2 Stock Corporation Act - item 8 of the agenda
• Report of the Management Board on the exclusion of subscription rights in connection with convertible bonds pursuant to section 174 para 4 in conjunction with section 153 para 4 Stock Corporation Act - item 9 of the agenda
• Form for the grant of a proxy,
• Form for the revocation of a proxy,
• Invitation to the Annual General Meeting.

1. Information on shareholders' rights pursuant to Sections 109, 110 and 118 of the Stock Corporations Act

1. Addendum to the agenda by shareholders in accordance with Section 109 of the Stock Corporations Act

Shareholders whose shareholding individually or aggregate equal five percent or more of the nominal capital and who have been holders of these shares for at least three months may request in text form that additional items be put on the agenda of the General Meeting and published. Any such request by shareholders must be received in text form due to Section 13 para 2 of the Stock Corporations Act by mail or courier no later than on

29 March 2023 (12:00 a.m, CEST) by the Company at the address 4860 Lenzing, Werkstraße 2, Attn.: Sébastien Knus, or by E-mailwith qualified electronic signature to the E-Mailaddress [e-mail]. If text form within the meaning of Section 13 para 2 of the Stock

Page 2 of 8

Invitation to the

Annual General Meeting

Corporations Act is prescribed for statements, statement must be made in a document or in another manner suitable for permanent reproduction in writing, the person making the statement must be named and the conclusion of the statement must be made recognizable by reproduction of the signature or otherwise.

Each motion for an item to be put on the agenda must be accompanied by a proposal for a resolution with a statement of reasons. The agenda item and the proposed resolution, but not its justification, must in any case also be written in German. Proof of shareholder capacity shall be furnished by submitting a deposit certificate in accordance with Section 10a of the Austrian Stock Corporations Act confirming that the applicant shareholder has been the holder of the shares for at least three months prior to the application and that the deposit certificate must not be older than seven days at the time it is submitted to the Company. Several deposit certificates for shares, which only together convey the shareholding of 5%, must refer to the same time (day, time).

With regard to the other requirements for the deposit certificate, see the information on the right to participate (Item IV of this Invitation).

In the event that an additional agenda item is then requested, the additional agenda will be published electronically on the Company's website at www.lenzing.comunder the menu item "General Meeting - 2023" no later than 31 March 2023, and no later than 5 April 2023, in the same manner as the original agenda (in particular in the official gazette of the Wiener Zeitung).

2. Proposals for resolutions by shareholders on the agenda in accordance with Section 110 of the Stock Corporations Act

Shareholders whose shareholding individually or aggregate equal one percent or more of the nominal capital may submit proposed resolutions in text form within the meaning of Section 13 para 2 of the Stock Corporations Act concerning any item on the agenda, and request that these be made available on the Company website registered with the commercial register, together with the names of the respective shareholders, a statement of reasons to be submitted together with the proposal, and any comments of the Management Board or Supervisory Board. Requests of this kind will only be considered when received by the Company no later than on 7 April 2023 (12:00 a.m., CEST) by Telefax [phone] or by mail at the address 4860 Lenzing, Werkstraße 2, Attn. Sébastien Knus or by E-mailto [e-mail], whereby the request must be attached to the e-mailin text form within the meaning of Section 13 para 2 of the Stock Corporations Act, for example as a PDF. If text form within the meaning of Section 13 para 2 of the Stock Corporations Act is prescribed for statements, statement must be made in a document or in another manner suitable for permanent reproduction in writing, the person making the statement must be named and the conclusion of the statement must be made recognizable by reproduction of the signature or otherwise. The proposed resolution, but not its justification, must in any case also be written in German.

In case of a proposal for the election of a Supervisory Board member the statement of the proposed person pursuant to Section 87 para 2 of the Stock Corporations Act replaces the statement of reasons.

For the purpose of providing proof of shareholder status it is sufficient if holders of deposited bearer shares submit a deposit certificate pursuant to Section 10a of the Stock Corporations Act. The deposit certificate used to prove current shareholder status must not be older than seven days when submitted to the Company. Several deposit certificates for shares, which only together convey the shareholding of 1%, must refer to the same time (day, time).

Page 3 of 8

Invitation to the

Annual General Meeting

With regard to the other requirements for the deposit certificate, see the information on the right to participate

(Item IV of this Invitation).

3. Statements in accordance with Section 110 para 2 sentence 2 in connection with Section 86 para 7 and 9 of Stock Corporations Act

These statements are omitted as Lenzing Aktiengesellschaft is not subject to the scope of application of Section 86 para 7 of the Stock Corporations Act and does not have to take into account the shareholding requirement pursuant to Section 86 para 7 of the Stock Corporations Act.

4. Shareholders' information rights in accordance with Section 118 of Stock Corporations Act

Any shareholder shall be provided with information on the Company's affairs upon request at the General Meeting to the extent that such information is required for proper assessment of an item on the agenda. This obligation to provide information shall also extend to the legal and business relationships of the Company with affiliated companies, the state of affairs of the group, and the companies included in the consolidated financial statements.

The Company may deny providing information to the extent that according to sound business judgment it might cause material damage to the Company or any affiliated company or if providing such information would constitute a punishable offense.

The requirement for exercising the shareholders' right to information is the proof of right to attend (item IV. of the invitation).

For the purpose of providing proof of shareholder status in order to exercise the above mentioned shareholders' rights it is sufficient if holders of deposited bearer shares submit a deposit certificate (Depotbestätigung) within the meaning of section 10a Stock Corporations Act. A deposit certificate used to prove current shareholder status must not be older than seven days when submitted to the Company.

Further information on shareholders' rights, in particular under sections 109, 110 and 118 of the Stock Corporations Act, is also available on the company website www.lenzing.comunder the menu items "Investors" and "General Meeting".

5. Possibility to to appoint a proxy holder pursuant to sections 113 et seq Stock Corporations Act (section 106 no. 8 of the Stock Corporations Act)

Any shareholder entitled to attend the General Meeting shall be entitled to appoint a natural or legal person as proxy holder. The proxy holder may attend the General Meeting on behalf of the shareholder and will have the same rights as the shareholder represented. The Company itself or a member of the Management Board or Supervisory Board may exercise voting rights as a proxy holder only insofar as the shareholder has explicitly provided detailed voting instructions regarding the individual items of the agenda.

The proxy must be granted to a specific person. A proxy in text form shall be sufficient in any case. If a shareholder has granted power of proxy to the depositary bank (section 10a of the Stock Corporations Act) it

Page 4 of 8

Invitation to the

Annual General Meeting

shall be sufficient if in addition to submitting the deposit certificate the bank makes a statement that it has been granted power of proxy. It is also possible to grant power of proxy to multiple persons. Forms for granting power of proxy which may also be used to grant limited power of proxy are available on the Company website www.lenzing.comunder the menu items "Investors" and "General Meeting".

The proxy must be received no later than on 18 April 2023, 1.00 p.m. (CEST) exclusively to the following addresses:

1. E-mailaddress [e-mail];
2. by SWIFT BIC COMRGB2L (Message Type MT598 or MT599, stating ISIN AT 0000644505 in the text),

whereby the proxy must be attached to the E-mail in text form, e.g. as PDF-file, and will be kept by the Company.

On the day of the General Meeting the proxy may only be submitted upon registration for the General Meeting at the venue of the meeting. The aforementioned provisions on granting power of proxy apply analogously to the revocation of power of proxy. Any revocation shall be valid only when received at one of the aforementioned addresses respectively by the Company.

As a special, free of charge service, shareholders who are not able or do not wish to attend the General Meeting in person may have their voting rights in the General Meeting exercised by Mr Michael Knap as representative of the "Interessenverband für Anleger" (IVA, Austrian Association of Investors), 1130 Vienna, Feldmühlgasse 22. As independent proxy holder Mr Michael Knap will exercise the voting rights exclusively in accordance with and bound by voting instructions given by the respective shareholders regarding the individual items of the agenda. Proxies without explicit voting instructions are invalid. Shareholders intending to grant power of proxy are not obliged to appoint Mr Michael Knap as their proxy holder. A special form for granting power of proxy or revocation of proxy to Mr Michael Knap (only available in German) may be downloaded at the Company website www.lenzing.comunder the menu items "Investors" and "General Meeting".The proxy granted to Mr Michael Knap must be received no later than on 18 April 2023, 1.00 p.m. (CEST) exclusively through one of the following addresses:

1. E-mailaddress [e-mail]
2. per SWIFT BIC COMRGB2L (Message Type MT598 or MT599, stating ISIN AT 0000644505 in the text),

whereby the proxy must be attached to the E-mail in text form, e.g. as PDF-file, and will be kept by the Company.

Further information on the granting of proxy to Mr Michael Knap is also available on the Company website www.lenzing.comunder the menu items "Investors" and "General Meeting". Shareholders may also contact Mr Michael Knap directly by tel: [phone],by fax: [phone] or by E-mail: [e-mail].

IV.	Record date and conditions of attendance of the General Meeting

Pursuant to section 111 para 1 of the Stock Corporations Act, the right to attend the General Meeting and to exercise the shareholders' rights that are exercised during the General Meeting is determined by the shares held

Page 5 of 8