Singulus Technologies : Frequently asked questions regarding the process of the vote without a meeting (FAQ)

Frequently asked questions regarding the process of the vote without a meeting (FAQ)

published in April 2024

with respect to the EUR 12,000,000.00 bonds (Schuldverschreibungen) (ISIN: DE000A2AA5H5, WKN: A2AA5H) (the "Bonds")

We would like to answer to our Bondholders the most important questions for the process of the planned vote without a meeting from Thursday, 25 May 2024 at 0:00 (CEST) until Monday, 29 April 2024 at 24:00 (CEST) (the "Voting Period") with the intend to amend the term and conditions of the Bonds.

This is done for reasons of good corporate governance and without the assumption of any legal obligation thereof.

We are at your disposal to answer your questions, to explain the process or to assist you with the handling of the documents.

Why is this vote without a meeting taking place?

Resolutions can be passed by the Bondholders pursuant to Sec. 14 (c) of the terms and conditions of the Bond either in the course of a bondholders' meeting pursuant to Sec. 5 et seq. of the German Act on Notes (Schuldverschreibungsgesetz) or in the course of a vote without a meeting pursuant to Sec. 18 and Sec. 5 et seq. of the German Act on Notes. In the present situation, the vote without a meeting is the more efficient option both from an organizational but also from a cost perspective, compared to a meeting in presence. This applies not only to the company, but especially to the Bondholders, who, to a large extent, would have to travel a very long way to a meeting in presence.

Why should the Bondholders participate in the vote of the Bondholders?

Only a participation in the vote allows the Bondholders to participate in the restructuring of the Bond. If Bondholders do not participate in the vote, the

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resolutions passed in the vote will nevertheless become equally binding for them. The Noteholders are therefore encouraged to participate in the vote, if they want to ensure that their say on the restructuring of the notes is exercised.

If less than 50% of the nominal value of the Bond participate in the upcoming vote of the Bondholders, the company has to convene a second meeting, which will then be held as a meeting in presence tied with additional expenses for the company and the Bondholders.

Bondholders may be represented by authorized representatives in the vote without a meeting instead of personally casting their vote, if they are unable to take part in the vote during the Voting Period.

Bondholders can cast their votes in the vote without a meeting easily via mail, via e- mail or fax, so that the required time for the voting process is very limited.

What happens if the required quorum for the resolution is not reached in the vote without a meeting?

If the required quorum of 50% of the nominal value of the Bond is not reached in the vote without a meeting, the vote will not constitute a quorum. In this case, in accordance with the statutory deadlines, an invitation to a second meeting will be issued, which will then be held as a meeting in presence.

Who is in charge of the vote without a meeting?

The vote without a meeting will be conducted by the Notary Dr. Olaf Gerber as scrutineer (Abstimmungsleiter).

How can Bondholders participate in the vote without a meeting?

Bondholders wishing to participate in the vote, have to submit their vote in text form to the scrutineer under the address mentioned below, within the Voting Period. For an effective casting of the vote, the receipt of the vote by the scrutineer within the Voting

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Periodis required. Votes received by the scrutineer before or after the Voting Period will notbe considered.

The votes may be submitted by mail, fax or e-mail to the following address:

Notar Dr. Olaf Gerber, LL.M.

- Abstimmungsleiter -

Singulus "Singulus-Anleihe" / Abstimmung ohne Versammlung

Grüneburgweg 149

60323 Frankfurt am Main

Germany

Fax: [phone]

Email: [e-mail]

To facilitate and accelerate the counting of the votes, the Bondholders are kindly asked to use the voting form, which will be available for download on the website of the SINGULUS TECHNOLOGIES AG under

https://www.singulus.com/de/glaeubigerversammlung/

from the time of the publication of the request to vote. This voting form will, in a timely manner, also include potential timely and properly filed counter-motions and/or supplementary requests. However, the effectiveness of a vote does not depend on the use of the proposed voting form.

However, the vote has to be submitted in text form pursuant to Sec. 126b of the German Civil Code (Bürgerliches Gesetzbuch). In any case, a special confirmation with a blocking notice (Besonderer Nachweis mit Sperrvermerk) by the depository bank and, if applicable, a power of attorney, if the Bondholder is represented by a third party during the vote without a meeting, must be enclosed to the voting document.

Who can participate in the Bondholders' vote without a meeting?

All holders of the EUR 12,000,000.00 Bonds ("Bondholders") are authorized to participate in the vote without a meeting. The decisive factor is ownership during the Voting Period.

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Ownership must be proven at the same time as the vote is cast within the Voting Period.

How can a Bondholder prove the ownership?

Ownership must be proven to the scrutineer together with the casting of the vote. A special confirmation issued in text form pursuant to Sec. 126b of the German Civil Code (Bürgerliches Gesetzbuch) by the depository bank, confirming the holders´ ownership of the Bonds shall suffice as evidence. The confirmation must refer to the day of voting (including) until the end of the Voting Period, i.e. Monday, 29 April 2024, at 24:00 (CEST) (including). The special confirmation must show the account balance on the day of voting and prove that the bonds are not transferable until the end of the Voting Period, i.e. Monday, 29 April 2024, at 24:00 (CEST) (including).

A form for the special confirmation which may be used by the depository bank, can be downloaded from the Singulus Technologies AG website at

https://www.singulus.com/de/glaeubigerversammlung/

May Bondholders be represented by a third party?

Each Bondholder may be represented by an authorized representative of his or her choice when casting votes.

The power of attorney and any instructions given by the Bondholder to the representative must be submitted in text form pursuant to Sec. 126b of the German Civil Code (Bürgerliches Gesetzbuch). A form that may be used for granting a power of attorney can be downloaded from the website of Singulus Technologies AG at

https://www.singulus.com/de/glaeubigerversammlung/

The power of attorney must be proven to the scrutineer together with the casting of the vote within the Voting Period. The requirements for the proof of ownership to participate in the vote without a meeting also apply when the vote is cast by an authorized representative.

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What do I have to do to participate in the vote?

We would like to suggest the following course of action:

To participate in the vote without a meeting, please contact your depository bank and inform them that you wish to participate in the vote without a meeting. Provide the depository bank with the information that, in order to be able to vote effectively, you require a special confirmation with a blocking notice which documents your account balance on the day the confirmation is issued and which documents that the bonds are not transferable from the day of issuance of the confirmation (or rather the vote) (including) until 29 April 2024, at 24:00 (CEST).

A form for this special confirmation with a blocking notice, which may be used by your depository bank, can be downloaded from the Singulus Technologies AG website at

https://www.singulus.com/de/glaeubigerversammlung/

To facilitate and accelerate the counting of votes, we have also provided a voting form on the above-mentioned website. Please fill out the voting form accordingly and forward it together with the special confirmation with a blocking notice, issued by your depository bank, to the scrutineer in text form pursuant to Sec. 126b of the German Civil Code (Bürgerliches Gesetzbuch) within the Voting Period. The receipt of the vote by the scrutineer within the Voting Period is a requirement for an effective vote.

Votes that are not received by the scrutineer within the Voting Period, i.e. too early or too late, will not be taken into account.

Votes must be submitted by mail, fax or e-mail to the following address:

Notar Dr. Olaf Gerber, LL.M.

- Abstimmungsleiter -

Singulus "Singulus-Anleihe" / Abstimmung ohne Versammlung

Grüneburgweg 149

60323 Frankfurt am Main

Germany

Fax: [phone]

Email: [e-mail]

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If a Noteholder wishes to be represented by an authorized representative, proof of the corresponding authorization must be provided to the scrutineer together with the vote.

Will the proposed amendment of § 2(b)(vii) and the insertion of the new § 2(c) in the terms and conditions of the Bonds release existing collateral?

The proposed amendment of § 2(b)(vii) and the insertion of the new § 2(c) into the terms and conditions of the Bonds will only enable the issuer to grant collateral to certain third-party guarantors to secure potential recourse claims against the Issuer without having to grant collateral to the same extent to the security trustee at the same time. In future, the company can therefore grant third parties collateral to a greater extent than before. However, this is not accompanied by a release or negative change of provided collateral to secure the Bond.

Will the proposed authorisation of the Security Trustee and the Joint Representative to amend the Account Pledge Agreement release existing collateral?

The account pledge agreement already provides for the issuer to have a claim against the security trustee for the release of the funds in the blocked account (Sperrkonto) under certain conditions which will not be amended by the proposed resolution. Currently, however, the issuer may only use such credit balance for three specific purposes, namely the repayment of the super senior loan or the bond or for cash deposits of bank guarantees (Avale). The issuer now proposes that, subject to fulfilment of the existing conditions, the credit balance may alternatively be used to finance general business operations instead of cash deposits of bank guarantees (Avale).

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