Annual Shareholders' Meeting 2024

Presentation of the established annual financial statements of technotrans SE at December 31, 2023, of the approved Consolidated Financial Statements at December 31, 2023, of the combined Management Report for technotrans SE and the Group, of the Report of the Supervisory Board and of the explanatory report of the Board of Management, in each case for the 2023 financial year.

> Explanatory note on Agenda Item 1
> Annual report of technotrans SE as of December 31, 2023 (German only)
> Group Annual Report of technotrans SE as of December 31, 2023

Election of new Supervisory Board members

Mr. Sebastian Reppegather has resigned from office as a member of the Supervisory Board for personal reasons with effect from August 31, 2023 and left the Supervisory Board of technotrans SE as a shareholder representative on the said date. As a result, the Board of Management and the Chairman of the Supervisory Board applied to the court for the appointment of a Supervisory Board member.

By resolution dated September 29, 2023, the Local Court of Münster temporarily appointed Mr. Florian Herger as a new member of the Supervisory Board of technotrans SE until the end of the next Annual General Meeting following the court appointment. The seat of the shareholder representatives on the Supervisory Board that will become vacant at the end of the 2024 Annual General Meeting is therefore to be newly elected.

In addition, the term of office of the employee representatives on the Supervisory Board ends at this year's Annual General Meeting. In accordance with the provisions of the Involvement Agreement and the Articles of Incorporation, employee representatives on the Supervisory Board are to be appointed by the Annual General Meeting on the basis of employee proposals, whereby the Annual General Meeting is bound by the proposals of the employees. A corresponding election by the employees to determine the nominations has already taken place.

For this reason, a resolution on appointments to the Supervisory Board is required at this year's Annual General Meeting.

In accordance with Article 12 of the Articles of Incorporation, the provisions of the Employee Involvement Agreement between the company and its employees and the statutory provisions of the SE Council Regulation, the SEAG and the SEBG, the Supervisory Board of technotrans SE comprises six members, four of whom are shareholder representatives and two of whom are employee representatives. All members of the Supervisory Board are appointed by the Annual General Meeting. The employee representatives on the Supervisory Board are appointed by the Annual General Meeting on the basis of employee proposals. The Annual General Meeting is bound by the proposals for the appointment of the employee representatives. Otherwise, the Annual General Meeting is not bound by election proposals.

7.1.       Election of a new shareholder representative

In line with the objectives, they set themselves, the Nomination Committee and the Supervisory Board have been working intensively on the current replacement. This should be forward-looking and expand the professional expertise, diversity and experience of the entire Board. In their proposal, the Nomination Committee and the complete Supervisory Board have taken into account the provisions of Sections 100 (5) and 107 (4) sentence 3 of the German Stock Corporation Act (AktG) regarding the requirements for the composition of the full Supervisory Board and the Audit Committee. Furthermore, the proposal applies the recommendation of the German Corporate Governance Code to take the ownership structure into account when making appointments. Furthermore, in the opinion of the Supervisory Board, the election should be medium-term and, in accordance with Section 12 para. 2 sentence 3 last half-sentence of the Articles of Incorporation, be for the period until the end of the Annual General Meeting that resolves on the discharge of the Supervisory Board member for the fourth financial year after the start of the term of office, not including the financial year in which the term of office begins. An election in accordance with these standards will therefore take place until the end of the Annual General Meeting in 2029.

On the basis of the proposal of the Nomination Committee, the Supervisory Board proposes that Mr. Florian Herger be elected to the Supervisory Board of technotrans SE. Mr. Herger is to be elected for the period until the end of the Annual General Meeting that resolves on the discharge for the fourth financial year after the start of the term of office, not including the financial year in which the term of office begins. In this respect, the election is for the period until the end of the Annual General Meeting in 2029.

Personal details in accordance with the German Stock Corporation Act and GCGC

Curriculum vitae

Florian Herger

Personal details

Profession:                                              Diploma in business administration

Resident in:                                             Frankfurt am Main

Born:                                                        1981

Nationality:                                            German

Mandates and significant activities

1. Mandates in statutory supervisory boards in Germany

• Nexus AG

2. Mandates in comparable domestic and foreign supervisory bodies of commercial enterprises

•  none

3. Significant activities in addition to the Supervisory Board mandate

• Principal at Luxempart S.A., Leudelange, Luxembourg

Professional career

since 2022                                Principal for listed investments at Luxempart S.A., Leudelange, Luxembourg, in this function since 2022 Supervisory Board member of the listed Nexus AG

2020 -2022                               Senior Director Corporate Strategy at adidas AG, Herzogenaurach

2014 - 2020                              Investment Professional at Triton Beratungsgesellschaft GmbH, Frankfurt am Main

2010 - 2014                              Senior Manager at Bain & Company Switzerland, Inc., Zurich

2006 - 2010                               Investment Manager at Aequitas GmbH (subsidiary of Allianz SE and today part of Allianz Global Investors GmbH), Munich

Education

2022                                          Academy for Advisory and Supervisory Boards GmbH (cooperation partner of Deutsche Börse AG),Seminar series "The Qualified Supervisory Board"

Since 2010                                CFA charterholder, CFA (Chartered Financial Analyst) Institute

2004 - 2005                              University of Dayton, Ohio (USA), Master of Business Administration

2001 - 2006                              University of Augsburg, Business Administration (focus: Auditing & Controlling, Finance and Banking) with degree: Dipl.-Kaufmann Univ.

Relevant knowledge, skills and experience

Florian Herger has expertise in the field of accounting and is very familiar with the company's sector. He complements the Supervisory Board with his knowledge as a financial expert within  the meaning of Section 100 (5) AktG.

Mr. Herger has many years of international experience in the areas of entrepreneurial investments in listed companies, M&A and private equity as well as strategic corporate development. In doing so, Mr. Herger was able to gain extensive knowledge from different perspectives on a company, as he advised companies on operational and strategic issues with Bain & Company, helped shape the internal development of the company at adidas and as an investor, accompanied and helped develop companies from the owner's perspective.

Functionally, Mr. Herger has profound expertise in the areas of finance, strategy, M&A and in external as well as internal accounting, which he has gained over the course of his career in an international context. In his many years as a financial analyst, he was also constantly involved in evaluating and analyzing of corporate accounting.

Mr. Herger has intensified this practical knowledge in the course of his in-service CFA® certification and further expanded his extensive expert knowledge in the areas of finance, investment and accounting. Through the associated membership of the CFA Institute (>190,000 members globally), Mr. Herger is part of a network of financial experts who observe, shape and support current developments in the financial world.

Mr. Herger will devote the time expected to be required for the Supervisory Board mandate.

Personal and business relationships

Florian Herger holds a management position at Luxempart S.A., which according to the voting rights notification dated March 9, 2022 holds an interest of around 20.1 % of the share capital of technotrans SE. Beyond this, he has no personal or business relationships with the company or any other company of technotrans SE, with the executive bodies of the company or with a shareholder with a material interest in the company.

7.2.       Confirmation of the election of the new employee representatives

In accordance with the Involvement Agreement and the company's Articles of Incorporation, the employees determined two proposals for the election of employee representatives in an election process. The corresponding election results of the employees have been available since March 19, 2024. These are now to be confirmed in a binding decision by the Annual General Meeting in accordance with the Involvement Agreement. The employee representatives are elected for the period until the end of the Annual General Meeting that resolves on the discharge for the fourth financial year after the start of the term of office, not including the financial year in which the term of office begins.

7.2.1.      On the basis of the employees' election proposal, the Supervisory Board proposes that Mr. Andre Peckruhn be elected to the Supervisory Board of technotrans SE as an employee representative by way of a binding decision. Mr. Peckruhn is to be elected for the period until the end of the Annual General Meeting that resolves on the discharge for the fourth financial year after the start of the term of office, not including the financial year in which the term of office begins. In this respect, the election is for the period until the end of the Annual General Meeting in 2029.

7.2.2.     On the basis of the employees' election proposal, the Supervisory Board proposes that Mr. Thorbjørn Ringkamp be elected to the Supervisory Board of technotrans SE as an employee representative by way of a binding decision. Mr. Ringkamp is to be elected for the period until the end of the Annual General Meeting that resolves on the discharge for the fourth financial year after the start of the term of office, not including the financial year in which the term of office begins. In this respect, the election is for the period until the end of the Annual General Meeting in 2029.

Resolution on new Authorised Capital of technotrans SE according to Article 6 (3) of the Articles of Incorporation and the creation of a new Authorised Capital (also with the option to exclude subscription rights) as well as corresponding amendments to Article 6 (3) of the Articles of Incorporation

The statutory authorization for Authorized Capital expired on 17 May 2023. New authorized capital is now to be created for the next five years, adapted to current developments and shareholder interests. The proposal of the Supervisory Board and Board of Management differs from the Authorized Capital anchored in the Articles of Incorporation until 2023 in terms of the overall scope of the authorization, which is substantially reduced from 50% to 20%.

The Board of Management and Supervisory Board therefore propose that a resolution be adopted:

a) The Board of Management is authorized, with the approval of the Supervisory Board, to increase the share capital on one or more occasions until 16 May 2029 by up to a total of € 1,381,533.00 by issuing new shares against cash or non-cash contributions. Shareholders are generally entitled to subscription rights. However, the Board of Management is authorized, with the approval of the Supervisory Board, to exclude shareholders' subscription rights insofar as - taking into account shares and/or convertible bonds that are sold or issued in application of Section 186 (3) sentence 4 AktG with the exclusion of shareholders' subscription rights - the requirements of Section 186 (3) sentence 4 AktG are met or insofar as it concerns the acquisition of contributions in kind, in particular the acquisition of companies or investments in companies or other assets; otherwise, subscription rights may be excluded insofar as fractional amounts are to be compensated.

b) The authorized capital previously regulated in Article 6 para. 3 of the Articles of Incorporation shall be deleted and Article 6 para. 3 of the Articles of Incorporation shall be reworded as follows in accordance with the above resolution on lit. a):

"(3)      The Board of Management is authorized, with the approval of the Supervisory Board, to increase the share capital by up to a total of € 1,381,533.00 by issuing new shares against cash or non-cash contributions on one or more occasions until 16 May 2029 (authorized capital).

a) The Board of Management may, with the approval of the Supervisory Board

• exclude shareholders' subscription rights in order to issue the new shares at an amount that is not significantly lower than the market price. The arithmetical proportion of the share capital attributable to the shares issued against cash contributions with the exclusion of subscription rights in accordance with Section 186 para. 3 sentence 4 AktG may not exceed a total of 10% of the share capital at the time this authorization becomes effective or - if this value is lower - at the time this authorization is exercised; shares acquired in accordance with Section 71 para. 1 no. 8 AktG on the basis of an authorization by the Annual General Meeting and sold with the exclusion of subscription rights in accordance with Section 186 para. 3 sentence 4 AktG as well as shares used to service convertible bonds, provided that the bonds were issued with the exclusion of subscription rights in accordance with Section 186 para. 3 sentence 4 AktG,

• exclude shareholders' subscription rights in the event of capital increases against contributions in kind, in particular for the acquisition of companies or equity interests in companies or other assets, or
• exclude shareholders' subscription rights to compensate for fractional amounts.
  
  The total number of shares issued in accordance with the above authorization with the exclusion of subscription rights in the event of capital increases against cash and/or non-cash contributions may not exceed 10% of the share capital at the time this authorization becomes effective or - if this value is lower - at the time this authorization is exercised.

a) The Board of Management is also authorized, with the approval of the Supervisory Board, to determine the further details of the capital increase and its implementation."

Report of the Board of Management to the Annual General Meeting pursuant to Sections 203 (2) sentence 2, 186 (4) sentence 2 AktG on item 9 of the agenda

The proposed authorization for authorized capital of € 1,381,533.00 for the period until 16 May 2029 is generally intended to enable the company to procure equity quickly and flexibly at favourable conditions if required. The legitimate protection interests of the shareholders are to be taken into account in such a way that the total volume is substantially reduced from 50% to 20% of the current share capital compared to the previous authorizations. On the one hand, this continues the company's strategy of providing a flexible means of raising equity in line with the previous parameters. On the other hand, the interests of existing shareholders will be given greater priority and the scope of the authorization will be reduced. The Board of Management and Supervisory Board remain committed to the conscientious examination and use of such an instrument. This is also in line with the previous approach and corporate strategy.

When using the authorized capital, shareholders are generally granted subscription rights. However, subscription rights may be excluded by the Board of Management with the approval of the Supervisory Board in the following cases:

• Firstly, based on Section 186 (3) sentence 4 AktG, subscription rights may be excluded for a proportion that does not exceed 10% of the share capital in order to issue the new shares at an amount that is not significantly lower than the market price. This includes shares that are acquired in accordance with Section 71 para. 1 no. 8 AktG on the basis of an authorization by the Annual General Meeting and sold with the exclusion of subscription rights in accordance with Section 186 para. 3 sentence 4 AktG, as well as shares that are used to service convertible bonds, provided that the convertible bonds were issued with the exclusion of subscription rights in accordance with Section 186 para. 3 sentence 4 AktG. The authorization in question allows for the rapid implementation of a cash capital increase at an issue price that is as close as possible to current market conditions. When exercising the authorization, the Board of Management will set the discount on the market price as low as possible in accordance with the market conditions prevailing at the time of placement. By issuing the shares closely in line with the stock market price, the interests of the shareholders are also safeguarded. Due to the fact that the placement can take place without a statutory subscription period immediately after the issue price has been set, the price change risk does not have to be taken into account to the same extent as in the case of a capital increase with subscription rights; also, by avoiding the usual discount on subscription rights, equity can be strengthened to a greater extent than if subscription rights were granted. In addition, the placement via the stock exchange allows shareholders to maintain their existing shareholding by means of subsequent purchases.

• In addition, the subscription right may be excluded by the Board of Management in the event of capital increases against contributions in kind, in particular for the acquisition of companies or investments in companies or other assets. This authorization is intended to enable the Board of Management to have treasury shares in the company at its disposal without having to use the stock exchange in order to be able to offer them to meet claims arising from the preparation, execution, completion or settlement of legal or statutory acquisition transactions, in particular to be able to acquire companies or interests in companies in return for shares in the company in suitable individual cases. The acquisition of a company or an interest in a company generally requires a quick decision. The proposed authorization will enable the Board of Management to react quickly and flexibly to advantageous offers when opportunities for acquisition arise. It is true that no use has been made of the existing authorized capital to take advantage of acquisition opportunities. Nevertheless, the possibility of doing so should remain open in the future.

The total number of shares issued in accordance with the above authorization with the exclusion of subscription rights in the event of capital increases against cash and/or non-cash contributions may not exceed 10% of the share capital at the time this authorization becomes effective or - if this value is lower - at the time this authorization is exercised.

The Board of Management will carefully examine in each individual case whether it will make use of the authorization. It will only do so if, in its opinion, it is in the interests of the company and its shareholders. Such anticipatory resolutions with the possibility of excluding subscription rights are common practice both nationally and internationally. However, the specific situation of technotrans SE and its shareholders must be taken into account.

At the time of this invitation, the Board of Management has no concrete plans to utilize the new authorized capital. The Board of Management will report on the use of the authorized capital at the next Annual General Meeting.