LPKF Laser & Electronics : Explanation of shareholders‘ rights

Investor Relations - Annual General Meeting 2024

Additional information concerning the rights of shareholders

Pursuant to Art. 56 sentence 2 and sentence 3 Council Regulation (EC)

No. 2157/2001, Section 50 para. 2 SEAG, Section 122 para. 2; Section 126 para. 1, Section 127 and Section 131 para. 1 AktG

Annual General Meeting of

LPKF Laser & Electronics SE

Garbsen

on 5 June 2024

Proposals to add items to the Agenda in accordance with Article 56, sentences 2 and 3 of Council Regulation (EC) No. 2157/2001 ("SE Regulation"), Section 50, para. 2 of the SE Implementation Act (SEAG), and Section 122, para. 2 AktG

Shareholders whose total shareholdings are equivalent to 1/20th of the Company's share capital or the pro rata amount of EUR 500,000.00 may request to have items placed on the Agenda and published in accordance with Article 56, sentences 2 and 3 of Council Regulation (EC) No. 2157/2001 ("SE Regulation"), Section 50, para. 2 of the SE Implementation Act (SEAG), and Section 122, para. 2, of the German Stock Corporation Act (Aktiengesetz - AktG). Every request for a new Agenda item must be accompanied by an explanation of the reasons for it or a proposed resolution. The request must be sent in writing to the Management Board and must be received by the Company at least 30 days prior to the date of the Annual General Meeting (excluding the day of the Annual General Meeting and the day the communication is received), in other words, by no later than

Sunday, 5 May 2024, 24:00 (CEST).

Please send such requests to the following address:

LPKF Laser & Electronics SE

Management Board

Osteriede 7

30827 Garbsen, Germany

Any items added to the agenda and subject to disclosure shall be published promptly in the Federal Gazette upon receipt of the request and distributed to media outlets that can be expected to disseminate the information throughout the European Union. They will also be made available on the Com- pany's website at https://www.lpkf.com/en/investor-relations/annual-general-meeting/ and announced to shareholders.

The legal provisions underlying these shareholder rights are as follows:

Art. 56 SE Regulation

"One or more shareholders who together hold at least 10 % of the subscribed capital of a Societas Europaea (SE) may request that one or more additional items be included on the agenda of any shareholders' general meeting. The procedures and time limits applicable to such requests shall be laid down by the national law of the Member State in which the SE's registered office is situated or,

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Investor Relations - Annual General Meeting 2024

failing that, by the SE's articles of association. The above proportion may be reduced by the articles of association or by the law of the Member State in which the SE's registered office is situated under the same conditions as are applicable to public stock corporations."

Section 50 para. 2 SEAG:

"(2) The amendment of the agenda of a shareholders' general meeting by one or more items may be requested by one or more shareholders whose interest amounts in aggregate to not less than 5 % of the share capital, or which represents an amount of the share capital corresponding to EUR 500,000."

Section 122 para. 1 AktG:

"(1) The general meeting is to be convened wherever stockholders, whose shares of stock, in the aggregate, are at least equivalent to one twentieth of the share capital, demand that it be so con- vened, doing so in writing and citing the purpose and the reasons therefor; the demand is to be addressed to the management board. The by-laws may tie the right to demand that the general meeting be convened to a different form and to possession of a lesser portion of the share capital. The petitioners are to submit proof that they have been holders of the shares of stock since at least ninety (90) days prior to the date on which their demand is received, and that they will continue to so hold the shares until the management board takes a decision regarding their petition. Section 121 para. 7 shall apply mutatis mutandis."

Section 122 para. 2 AktG:

"(2) In like manner, stockholders whose shares of stock, in the aggregate, are at least equivalent to one twentieth of the share capital, or to a stake of 500 000 euros, may demand that items of business be set out in the agenda and be published by notice. Each item of business to be newly added to the agenda must include the reasons therefor or a proposal for a resolution. The demand in the sense of the first sentence must be received by the company at the latest twenty-four (24) days prior to the general meeting, in the case of companies listed on the stock exchange at the latest thirty (30) days prior to the general meeting; the date of its receipt shall not be included in calculating the period."

Section 121 para. 7 AktG:

"(7) In the case of periods and deadlines that are counted back from the date of the general meeting, the date of the general meeting itself is not to be counted. Rescheduling the general meeting from a Sunday, a Saturday, or a holiday to a preceding or subsequent business day is not an available option. Sections 187 to 193 of the Civil Code (BGB) shall have no corresponding application. In the case of companies not listed on the stock exchange, the by-laws may provide for a different calculation of the period."

Counterproposals and candidate nominations submitted by shareholders in accordance with Section 126, para.1 and Section 127 AktG

In accordance with Section 126, para. 1 and Section 127 AktG, shareholders may send the Company counterproposals to proposals made by the Management Board and/or Supervisory Board regarding a particular item on the agenda as well as make recommendations on the choice of members of the Supervisory Board and/or auditor. In accordance with Section 126, para. 1 AktG, the Company publishes counterproposals including the name of the shareholder, potential reason(s) for the counterproposal and any comment by the management on the Company's website at

https://www.lpkf.com/en/investor-relations/annual-general-meeting/ if it receives the

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Investor Relations - Annual General Meeting 2024

counterproposals, including potential reason(s), at least 14 days prior to the date of the Annual General Meeting (excluding the day of the Annual General Meeting and the day the submission is re- ceived), in other words, by no later than

Tuesday, 21 May 2024, 24:00 (CEST),

at the following address:

LPKF Laser & Electronics SE

Osteriede 7

30827 Garbsen, Germany

Fax: [phone]

E-mail:[e-mail]

Applications not sent to this address will be disregarded. The Company may refuse to publish a counterproposal if the conditions specified in Section 126 para. 2 German Stock Corporation Act (Aktiengesetz) apply, for instance, if the counterproposals could lead the Annual General Meeting to pass a resolution which violates the law or the Articles of Incorporation. It is not mandatory to publish the reasons provided for a counterproposal if they exceed 5,000 characters. Pursuant to Section 127 AktG, the aforementioned applies analogously to proposals submitted by shareholders for the election of members of the Supervisory Board and/or auditors. In addition to the cases specified in Section 126, para. 2 AktG, publication of election proposals submitted by shareholders may also be refused when the proposal does not include the name, profession and place of domicile of the proposed candidate. Nominations for the Supervisory Board do not need to be published if the proposal does not contain information about the nominee's membership of other statutory supervisory boards.

The legal provisions underlying these shareholder rights are as follows:

The legal provisions underlying these shareholder rights are as follows:

Section 126 para. 1 to 3 AktG:

"(1) Motions by stockholders are to be made accessible to the beneficiaries set out in Section 125 subSections (1) to (3), subject to the pre-requisites listed therein, including the name of the stock- holder, the reasons for which the motions are being made, and a statement, if any has been made, by the management regarding its position, provided that the stockholder has sent, at the latest fourteen (14) days prior to the date of the general meeting, a counter-motion opposing a proposal or guidance by the management board and the supervisory board regarding a certain item of business set out in the agenda, specifying the reasons therefor, to the address set out for this purpose in the invitation convening the general meeting. The date on which the counter-motion is received shall not be included in calculating the period. In the case of companies listed on the stock exchange, the counter-motion shall be made accessible via the company's website. Section 125 (3) shall apply mutatis mutandis.

(2) A counter-motion and the reasons for which it is being made need not be made accessible:

1. Inasmuch as the management board would be liable to punishment under law, were it to make such proposal accessible;
2. If the counter-motion were to result in the general meeting adopting a resolution that is in violation of the law or of the by-laws;
3. If the reasons make manifestly false or misleading statements regarding essential aspects, or if they are insulting;

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Investor Relations - Annual General Meeting 2024

1. If a counter-motion made by the stockholder based on the same facts and circumstances has already been made accessible pursuant to Section 125 for a general meeting of the company;
2. If the same counter-motion of the stockholder, citing essentially the same reasons, has been made accessible pursuant to Section 125 in the past five (5) years to at least two (2) general meet- ings of the company, and if less than one twentieth of the share capital represented voted for this counter-motion at the general meeting;
3. If the stockholder indicates that he will not attend the general meeting and will not have a proxy represent him;
4. If, in the past two (2) years at two (2) general meetings, the stockholder has failed to propose or to have proposed a counter-motion regarding which he has informed the company.

The reasons need not be made accessible if they amount to more than 5,000 characters in total.

1. Where several stockholders propose counter-motions regarding one and the same business to be resolved upon, the management board may combine the counter-motions and the reasons spec- ified for them."

Section 127 clauses 1 to 3 AktG:

"Section 126 shall apply mutatis mutandis to nominations by stockholders of candidates for the supervisory board or for auditors of the annual accounts. No reasons need be specified for the nomi- nation. The management board need not make accessible the nomination also in those cases in which the nomination does not include the information pursuant to Section 124 para. 3, fourth sen- tence, and Section 125 para. 1, fifth sentence."

Section 124 para. 3 clause 4 AktG:

"The nominations of candidates for the supervisory board or for auditors shall state their names, profession exercised, and places of residence."

Section 125 para. 1 clause 5 AktG:

"In the case of listed companies, a proposal for the election of supervisory board members shall be accompanied by information on their membership in other supervisory boards required by law; information on their membership in comparable domestic and foreign supervisory bodies of business enterprises shall be enclosed."

Right to information in accordance Section 131, para. 1 AktG

The Management Board must provide information on company affairs when such information is verbally requested by any shareholder at the Annual General Meeting, provided this information is necessary for the proper evaluation of the agenda item in question. The duty to provide information also encompasses the Company's legal and commercial ties with affiliated companies as well as the situation of the Group and the companies included in the consolidated financial statements, since Item 1 of the agenda also entails the presentation of the consolidated financial statements and the combined management report on the Company and the Group to the Annual General Meeting.

The Management Board may refrain from answering individual questions pursuant to the reasons specified under Section 131, para. 3 AktG, e.g. in cases where the provision of information could be deemed to subject the Company or an affiliated company to a significant disadvantage in accordance with prudent commercial discretion. Pursuant to Article 23 (2) of the Articles of Incorporation, the chairperson of the meeting can impose appropriate time limits on the shareholders' right to speak as well as their right to ask questions. In particular, the chairperson may define time limits for the entire

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Investor Relations - Annual General Meeting 2024

course of the Annual General Meeting, for individual agenda items, or for individual questions and spoken contributions, and may define such limits at the beginning of the Annual General Meeting or while it is being conducted.

The legal provisions and regulations in the Articles of Association of the Company underlying these shareholder rights are as follows:

Section 131 para. 1, para. 2 to 5 AktG:

"(1) Each shareholder shall upon request be provided with information at the shareholders' meeting by the managing board regarding the company's affairs, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. The duty to provide information shall also extend to the company's legal and business relations with any affiliated company. If a company makes use of the provisions on the simplified procedure pursuant to Section 266 para. 1 sentence 3, Section 276 or Section 288 of the German Commercial Code (HGB), each shareholder may request that the annual financial statements be presented to him / her at the shareholders' meeting on such annual financial statements in the form that would have been used if the provisions on the simplified procedure were not applied. The duty of the managing board of a parent company (Section 290 para. 1 and 2 of the German Commercial Code (HGB)) to provide information at the shareholders' meeting at which the consolidated financial statements and management report of these statements are presented also extends to the position of the consolidated group and any companies included in the consolidated financial statements.

[…]

1. The information provided shall comply with the principles of conscientious and accurate account- ing. The articles or the bylaws pursuant to Section 129 may authorize the chair of the meeting to reasonably limit a shareholder's time to speak and ask questions and may provide relevant details in this connection
2. The management board may refuse to provide information

1. to the extent that providing such information is, according to sound business judgment, likely to cause not immaterial damage to the company or an affiliated company;
2. to the extent that such information relates to tax valuations or the amount of certain taxes;
3. with regard to the difference between the value at which items are shown in the annual bal- ance sheet and the higher market value of such items, unless the shareholders' meeting is to ap- prove the annual financial statements;
4. with regard to the methods of accounting and valuation, if disclosure of such methods in the notes is sufficient to provide a true and fair view of the actual condition of the company's assets, liabilities, financial position and profit and loss within the meaning of Section 264 para. 2 of the Ger- man Commercial Code (HGB); the foregoing shall not apply if the shareholders' meeting is to ap- prove the annual financial statements;
5. if the management board would, by providing such information, become criminally liable;
6. insofar as, in the case of a credit institution, a financial services institution or a securities institution, information need not be given on methods of accounting and valuation applied and setoffs made in the annual financial statements, management report thereof, consolidated financial state- ments or management report thereof;
7. if the information is continuously available on the website of the company for at least seven days prior to the beginning of and during the shareholders' meeting.

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The provision of information may not be refused for other reasons

1. If information has been provided to a shareholder outside the shareholders' meeting by reason of his / her status as a shareholder, such information shall upon request be provided to any other shareholder at the shareholders' meeting, even if such information is not necessary to permit a proper evaluation of an item on the agenda. In the case of a virtual shareholders' meeting, it must be ensured that all shareholders connected to the meeting electronically can submit their request in accordance with sentence 1 by means of electronic communication. The management board may not refuse to provide such information on the grounds of Section 131 para. 3 sentence 1 no. 1 through 4. Sentences 1 through 3 shall not apply if a subsidiary (Section 290 para. 1 and 2 of the German Commercial Code (HGB)), a joint venture (Section 310 para. 1 of the German Commercial Code (HGB)) or an associated company (Section 311 para. 1 of the German Commercial Code (HGB)) provides information to a parent company (Section 290 para. 1 and 2 of the German Com- mercial Code (HGB)) for the purpose of including the company in the consolidated financial state- ments of the parent company, and the information is needed for that purpose.
2. A shareholder who has been denied information may request that his / her query and the reason for which the information was denied be recorded in the minutes of the meeting. In the case of a virtual shareholders' meeting, it must be ensured that all shareholders connected to the meeting electronically can submit their request in accordance with sentence 1 by means of electronic com- munication."

Article 23 para. 2 of the Articles of Association of the Company:

"The chairperson shall chair the proceedings and determine the order of the agenda items and the form of voting. The chairperson may set appropriate time limits regarding shareholders' rights to ask questions and speak. In particular, he/she may reasonably determine at the start or during the Annual General Meeting the amount of time to be made available for the whole of the Annual General Meeting, the time available to discuss each of the agenda items, and/or the time available to raise and express individual questions and opinions."

Garbsen, in April 2024

LPKF Laser & Electronics SE

The Management Board

This document is a convenience translation of the German original. In case of any discrepancy between the English and

the German versions, the German version shall prevail.

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