SFC Energy : Explanatory information pursuant to section 121 (3) sentence 3 no. 3 of the German Stock Corporation Act (Aktiengesetz – AktG) on shareholder rights under section 122 (2), section 126 (1), section 127, and section 131 (1) AktG

Annual General Meeting of SFC Energy AG on May 16, 2024

Explanatory information pursuant to section 121 (3) sentence 3 no. 3 of the German Stock Corporation Act (Aktiengesetz - AktG) on shareholder rights under section 122 (2), section 126 (1), section 127, and section 131 (1) AktG

The following information is for the purposes of providing a more detailed explanation of the shareholder rights that have already been stated in the invitation to the Annual General Meeting (AGM) under section 122 (2), section 126 (1), section 127, and section 131 (1) AktG.

Requests for additions to the Agenda pursuant to section 122 (2) AktG

Shareholders whose shares together amount to one twentieth of the share capital or represent a pro rata amount of EUR 500,000.00 (equal to at least 500,000 shares) may request that items be put on the agenda and announced in accordance with section 122 (2) AktG. Each item to be newly added to the agenda must include the reasons therefor or a proposal for a resolution.

Motions to extend the agenda must be addressed to the Management Board of SFC Energy AG in writing (within the meaning of section 122 (2) in conjunction with section 122 (1) sentence 1 AktG) and must be received by the Company by April 15, 2024, 24:00 hours (CEST), at the latest. Shareholders are requested to use the address

Management Board of SFC Energy AG Eugen-Sänger-Ring 7

85649 Brunnthal Email: [e-mail]

The date of receipt by the Company shall be determinative of compliance with this deadline.

In view of the minimum shareholding requirement, persons seeking to bring a motion must produce proof that they have been holding the shares for at least 90 days prior to the day of receipt of the request and that they will hold the shares until the Management Board has made a decision on the request. A corresponding confirmation by the relevant custodian institution will be deemed sufficient proof. The following shall apply when calculating the shareholding period: The day of receipt of the request shall not be included in the calculation. Rescheduling from a Sunday, a Saturday or a public holiday to a preceding or following working day is not an option. Sections 187 to 193 of the German Civil Code (Bürgerliches Gesetzbuch - BGB) shall not apply. Certain third-party shareholding periods shall be included in the calculation pursuant to section 70 AktG.

Requests to extend the agenda that have to be announced will be published in the Bundesanzeiger (Federal Gazette) without delay after they are received - unless they have already been published with the notice of the meeting - and, at the time of this publication at the latest, passed on for publication to media that can be expected to disseminate the information throughout the entire European Union. Upon receipt by the Company, they will also be published on the Company's website at

www.sfc.com/en/investors-sfc-energy-ag/shareholders-annual-meeting-2024

and communicated to shareholders pursuant to section 125 AktG.

This shareholder right is based on the following rules (reproduced in extract form):

Section 122 Convocation at the request of a minority

"(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 convened, doing so in writing and citing the purpose and the reasons therefor; the

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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 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 (7) applies accordingly.

1. Similarly, shareholders whose shares collectively amount to one twentieth of the share cap- ital or a notional interest of EUR 500,000 may request that items be placed on the agenda and be made known. Each new item must be accompanied by a statement of reasons or a proposed resolution. The demand within the meaning of sentence 1 must be received by the company at the latest 24 days prior to the general meeting, in the case of listed compa- nies at the latest 30 days prior to the general meeting; the date on which the demand is received is not to be included in calculating the period.
2. If the request is not granted, a court may authorise the shareholders submitting the request to convene the general meeting or to announce the item. Concurrently, the court may de- termine the chairperson of the general meeting. The invitation convening the general meet- ing or the notice must indicate the authorisation by the court. A complaint may be lodged against the decision taken. The petitioners are to submit proof that they will continue to hold the shares of stock until the court hands down its decision.
3. The company bears the costs of the general meeting and, in the case governed by subsec- tion (3), also the court costs if the court has complied with the petition."

Section 121 General provisions (extract)

"[...]

1. 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 from a Sunday, a Saturday or a public holiday to a preceding or following working day is not an option. Sections 187 to 193 of the Civil Code do not apply accordingly. In the case of unlisted companies, the by-laws may provide for a different calculation of the period."

Section 70 Calculating the share possession period

"Where the exercise of rights attaching to the share is contingent upon the shareholder having been bearer of the share for a specified period of time, a claim to transfer of title against a credit institution, a financial services provider, or an enterprise pursuing activities in accordance with Section 53 Subsection 1, Sentence 1, or Section 53b Subsection 1, Sentence 1, or Subsection 7 of the Banking Act (Kreditwesengesetz - KWG) shall be equivalent to ownership of the share. The period of ownership of a predecessor in title shall be attributed to the shareholder if they have purchased the share in any of the following manners: without monetary consideration, from their trustee, as a universal successor, in the course of a distribution of assets among a com- munity, or as part of a portfolio transfer pursuant to Section 13 of the Insurance Supervisory Act (Versicherungsaufsichtsgesetz - VAG) or Section 14 of the Act on Savings and Loan Associations (Gesetz über Bausparkassen - BauSparkG).

Motions and nominations from shareholders in accordance with section 126 (1) and section 127 AktG

At the AGM, shareholders may submit countermotions within the meaning of section 126 AktG to motions by the Management Board and/or Supervisory Board on certain items on the agenda and make nominations within the meaning of section 127 AktG for the election of Supervisory Board members or auditors.

Countermotions and nominations for elections, together with the relevant additional information, will be made available on the Company's website at

www.sfc.com/en/investors-sfc-energy-ag/shareholders-annual-meeting-2024

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if they are received by the Company by May 1, 2024, 24:00 hours (CEST), at the latest at the following address:

Management Board of SFC Energy AG Eugen-Sänger-Ring 7

85649 Brunnthal

or by email at the email address [e-mail]

and if the other requirements for an obligation of the Company to make such information available pursuant to section 126 or section 127 AktG are met.

The name of the shareholder is required to be indicated when sending countermotions and nomina- tions. According to the wording of the legislation, countermotions must be accompanied by a statement of reasons, whereas nominations do not require a statement of reasons. However, the Company will still make a countermotion available on its website, as above, even in the absence of a statement of reasons, with nominations not requiring such a statement at all.

The Company may decline to make a countermotion or a nomination and the accompanying statement of reasons available online if any of the criteria for declining to do so according to section 126 (2) AktG apply, including, for instance, that the countermotion would lead to an AGM resolution that would conflict with the law or the Company's Articles of Association. The reasons for a counter- motion are not required to be made available if they comprise more than 5,000 characters in total.

In addition, a nomination pursuant to section 127 AktG need not be made available online if the nomination does not include the name, practised profession and place of residence of the Supervisory Board member or auditor nominated for election and if, in the case of nominations of candidates to be elected to the Supervisory Board, these do not additionally include information about membership of other legally mandated supervisory boards.

The countermotion or nomination will be made available together with the name of the shareholder and (any) reasons; any statements by the management on countermotions and nominations will also be published at the above internet address.

Countermotions and nominations by shareholders must (also) be made at the AGM itself in order for them to be put to a vote. This also applies where the relevant countermotion or nomination is made available as a result of being sent to the Company prior to the AGM in accordance with the above statements. At the same time, the right of each shareholder to submit countermotions or make nominations during the AGM without such prior sending to the company and making available remains unaffected - an announcement, publication or other action relating to the countermotion or nomination in the run-up to the AGM is not required in order to do so.

These shareholder rights are based on the following rules (reproduced in extract form):

Section 126 Motions by shareholders (extract)

"(1) Motions by shareholders, including the name of the shareholder, the statement of reasons, and any comment by the management, must be made available to the persons duly entitled pursuant to section 125 (1) to (3) on the conditions stipulated therein if the shareholder has sent a countermotion to a proposal made by the management board or supervisory board for a specific item on the agenda, together with a statement of reasons, at least 14 days before the general meeting of the company to the address specified for this purpose in the notice. The day of receipt shall not be included in this calculation. In the case of listed com- panies, the information shall be made available on the company's website. Section 125 (3) shall apply accordingly.

1. A countermotion and the related statement of reasons do not need to be made available
2. 1. to the extent that the management board would incur criminal liability by making them available,
   2. if the countermotion would result in the adoption of a resolution by the general meeting that is contrary to the law or the articles of association,

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1. if the statement of reason contains information that is obviously incorrect or misleading in material respects or contains insults,
2. if a countermotion by the shareholder based on the same facts and circumstances has already been made available for a general meeting of the company in accordance with section 125,
3. if the same countermotion by the shareholder together with a statement of substantially the same reasons has already been made available during the past five years for at least two general meetings of the company in accordance with section 125 and less than one twentieth of the represented share capital voted in favor of such countermo- tion at the general meeting,
4. if the shareholder indicates that they do not wish to attend the general meeting in per- son or to be represented by a proxy, or
5. if, at two general meetings during the past two years, the shareholder failed, in person or by proxy, to put forward the countermotion previously communicated by him/her.

The statement of reasons does not need to be made available if it exceeds 5,000 characters in total.

1. If several shareholders submit countermotions with regard to the same item to be resolved, the board of management may combine the countermotions and the related statements of reasons.

[...]"

Section 127 Nominations by shareholders (extract)

"Section 126 shall apply mutatis mutandis to proposals for the election of supervisory board members or auditors submitted by a shareholder. A nomination does not require a statement of reasons. The board of management also does not need to make the proposal available if it fails to contain the information pursuant to Section 124 Subsection 3 sentence 4 and Section 125 Subsection 1 Sentence 5. […]"

Section 124 Announcement of requests for additions to the agenda; proposals for resolution (extract)

"(3) Nominations for the election of supervisory board members or auditors shall state the can- didate's name, occupation held, and place of residence. […]"

Section 125 Notices to shareholders and members of the supervisory board (extract)

"(1) […] In the case of listed companies, information on the candidates' membership in other supervisory boards mandated by law as a rule is to be attached to any nomination of candidates for the supervisory board; information on their membership in comparable supervisory committees of business enterprises within Germany and abroad as a rule is to be attached."

Right to information pursuant to section 131 (1) AktG

According to section 131 (1) AktG, upon request at the AGM, each shareholder is to be given information by the Management Board concerning the affairs of the Company, including the legal and business relations of the Company with its affiliated entities, and the situation of the Group and the entities included in the consolidated financial statements, insofar as this is required in order to appropriately adjudge an item of business set out in the agenda and there is no right to deny the provision of information under section 131 (3) AktG. In addition to general aspects that may rule out the right to information (e.g. impossibility of providing information), the right to information can also be restricted by managerial and disciplinary measures taken by the chairperson of the meeting. The powers given to the chairperson of the meeting in this context under Article 19 (3) of the Company's

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Articles of Association are based on the option to make provisions to this effect created by section 131 (2) sentence 2 AktG, with Article 19 (3) reading as follows:

"(3) The chairperson may impose reasonable time limits on the shareholders' right to ask questions and speak, and in the event of a virtual shareholders' meeting, additionally, on their right to ask follow-up questions and to ask questions about new matters; in particular, the chairperson may set reasonable time limits for the course of the general meeting, the discussion of the agenda items and individual speeches or questions."

The right to information can only be exercised by persons participating in the AGM. In this respect, the conditions for participation set out in section Fehler! Verweisquelle konnte nicht gefunden werden.. Fehler! Verweisquelle konnte nicht gefunden werden.. of the invitation to the AGM are thus to be observed, in particular the registration deadline (May 9, 2024, 24:00 hours (CEST)).

This shareholder right is based on the following rules (reproduced in extract form):

Section 131 Shareholder's right to information (extract)

"(1) The board of management must provide each shareholder at the general meeting upon request with information about the company's affairs to the extent that such information is necessary for the proper assessment of the relevant agenda item. This duty to provide information also extends to the legal and business relationships of the Company with affiliated companies. Where a company avails itself of the eased requirements pursuant to Section 266 Subsection 1, Sentence 3, Section 276, or Section 288 of the German Commercial Code (Handelsgesetzbuch - HGB), then any shareholder may request that, at the general meeting deliberating on the annual accounts, the annual accounts be made available to the shareholder in the form that they would have without these eased requirements. The obligation of the board of management of a parent company to provide information (Section 290 Subsections 1 and 2 of the German Commercial Code (Handelsgesetzbuch - HGB)) at the general meeting to which the consolidated financial statements and the consolidated management report are submitted shall also extend to cover the situation of the group and the enterprises included in the consolidated financial statements.

[…]

1. The information shall comply with the principles of diligent and accurate reporting. The arti- cles of association or the rules of procedure pursuant to Section 129 may grant authority to the person chairing the meeting to impose a reasonable time limit on, and provide details for, the right of the shareholders to ask questions and to speak.
2. The board of management may refuse to provide information,
3. 1. inasmuch as the provision of the information, when adjudged applying prudent busi- ness judgement, is suited to cause a greater than insignificant disadvantage to the company or an affiliated enterprise;
   2. inasmuch as it refers to carrying values for tax purposes or the amount of individual taxes;
   3. regarding the difference between the value at which objects were stated in the annual balance sheet and a higher value of such objects, unless the general meeting approves and establishes the annual accounts;
   4. regarding the accounting and valuation methods insofar as it suffices to cite these meth- ods in the notes in order to accurately represent the company's assets, financial posi- tion, and revenue situation in keeping with its actual circumstances in the sense of Section 264 Subsection 2 of the German Commercial Code (Handelsgesetzbuch - HGB); this shall not apply if the general meeting approves and establishes the annual accounts;
   5. inasmuch as the management board would be liable to punishment under law were it to provide the information;

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1. inasmuch as, in the case of a credit institution or financial services provider, no infor- mation need be provided regarding the accounting and valuation methods applied, nor regarding the netting performed in the annual accounts, management report, consoli- dated financial statements, or consolidated management report;
2. inasmuch as such information is continuously accessible on the company's website for at least seven days prior to commencement of the general meeting, and also in its course.

Any refusal to provide information for other than the grounds set out above is not permissi- ble.

1. Where information has been provided to a shareholder because of their capacity as such, and this was done outside of the general meeting, it is to be provided to every other share- holder making a corresponding request at the general meeting, even if such information is not required in order to appropriately adjudge the item of business set out in the agenda. […] The management board may not refuse to provide the information in accordance with sub- section (3) sentence 1 nos. 1 to 4. Sentences 1 and 3 shall not apply if a subsidiary (Section 290 Subsections 1 and 2 of the German Commercial Code (Handelsgesetzbuch - HGB)), a joint venture (Section 310 Subsection 1 of the German Commercial Code (Han- delsgesetzbuch - HGB)) or an associated enterprise (Section 311 Subsection 1 of the Ger- man Commercial Code (Handelsgesetzbuch - HGB)) issues the information to a parent company (Section 290 Subsections 1 and 2 of the German Commercial Code (Han- delsgesetzbuch - HGB)) for purposes of including the company in the consolidated financial statements of the parent company and the information is required for this purpose.
2. Where a shareholder's request for information is refused, they may demand that their ques- tion and the grounds for refusing to provide the information be included in the minutes of the meeting. […]"

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