Branicks : Notice of invitation together with the agenda and the management’s proposed resolutions, including

Convocation of the

Annual General Meeting

of Branicks Group AG

virtual Annual General Meeting, Thursday, 22. August 2024 | 10:00 a.m.

ISIN: DE 000A1X3XX4

WKN: A1X3XXX

BRANICKS Group AG

Frankfurt / Main

ISIN: DE000A1X3XX4

WKN: A1X3XX

Convocation of the Annual General Meeting*

We invite our shareholders* to the general meeting to be held on Thursday, August 22, 2024, 10:00 a.m. (CEST) (= 8:00 a.m. UTC (coordinated universal time)). The meeting will be held as a virtual general meeting without shareholders or their proxies physically attending the place of the general meeting.

Duly registered shareholders and their proxies may connect to the virtual general meeting by means of electronic communication via the password-protected InvestorPortal at

https://branicks.com/en/ir/shareholders-meeting/shareholders-meeting-2024/

and participate in the meeting in this way. Irrespective of any registration and exercise of participation rights by way of electronic connection, video and audio of the entire general meeting for shareholders of BRANICKS Group AG and their proxies will be broadcast live via the password-protected InvestorPortal at the above Internet address. The voting rights of duly registered shareholders and their proxies may be

• Convenience translation; the German text is legally binding
• For the sole purpose of better readability, this notice the invitation convening the general meeting does not any use gender- specific notation. All personal designations and terms are to be understood as gender-neutral for the purposes of equal treatment.

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exercised exclusively by postal vote (also by way of electronic communication) or by granting power of attorney to the proxies appointed by the company. The duly registered shareholders and their proxies may exercise their rights as described in detail in clause III. of this notice of the invitation for the general meeting. Clause III. of this notice of invitation for the general meeting describes below under "Access to the password-protected InvestorPortal and electronic access to the meeting" how shareholders and their proxies can access the password-protected InvestorPortal.

The place of the general meeting as defined by the German Stock Corporation Act (Aktiengesetz, AktG) is at the company's offices at Neue Mainzer Strasse 32-36, 60311 Frankfurt / Main. Shareholders and their proxies (with the exception of the company's proxies) have no right or opportunity to physically attend the place of the general meeting.

1. Agenda

1. Presentation of the adopted annual financial statements of BRANICKS Group AG and the approved consolidated financial statements as of December 31, 2023, of the combined management report and consolidated management report, the supervisory board's report for the fiscal year 2023 as well as the management board's explanatory report on the disclosures pursuant to sections 289a, 315a of the German Commercial Code (Handelsgesetzbuch, HGB)

The documents submitted with respect to item 1 of the agenda can be viewed on the company's website at

https://branicks.com/en/ir/shareholders-meeting/shareholders-meeting-2024/

from the time of the notice of invitation for the general meeting and during the general meeting. The documents will also be explained verbally at the general meeting. The supervisory board has approved the annual financial statements and the consolidated financial statements drawn up by the management board in accordance with sections 171, 172 of the German Stock Corporation Act (Aktiengesetz, AktG). The annual financial statements are thus adopted. In accordance with the statutory provisions, a resolution of the general meeting with respect to item 1 of the agenda therefore will not be necessary.

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1. Resolution on the approval of the actions of the members of the management board for the 2023 fiscal year
   Management board and supervisory board propose that the actions of the members of the management board in the fiscal year 2023 be approved.
2. Resolution on the approval of the actions of the members of the supervisory board for the 2023 fiscal year
   The management board and the supervisory board propose that the actions of the members of the supervisory board named in clause 3.1 through 3.6 below for the
   2023 fiscal year be approved:
3. 1. Prof. Dr. Gerhard Schmidt (chairman until April 13, 2024)
   2. Dr. Angela Geerling (chairwoman since April 13, 2024)
   3. Michael Zahn (deputy chairman)
   4. Prof. Dr. Ulrich Reuter,
   5. Eberhard Vetter,
   6. René Zahnd

The general meeting is to decide on the discharge of the members of the supervisory board by way of an individual vote.

4. Presentation of the remuneration report for the 2023 fiscal year for discussion

In accordance with section 162 AktG, management board and supervisory board have prepared a remuneration report on the remuneration granted and owed to each member of the management board and supervisory board in the 2023 fiscal year.

In accordance with section 162 (3) AktG, the remuneration report was formally audited by the auditor and issued with an audit certificate. The company is a medium-sized corporation as defined in section 267 (2) HGB and meets the requirements of section 120a (5) AktG. The remuneration report therefore will not be submitted to the general meeting for approval but will be discussed under a

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separate agenda item. A resolution of the general meeting on item 4 of the agenda is therefore not required.

The remuneration report for the 2023 fiscal year prepared and audited in accordance with section 162 AktG and the report on its audit by the auditor are printed in section II.1. of this notice of invitation and are available from the notice of invitation for of the general meeting and during the general meeting on the company's website at

https://branicks.com/en/ir/shareholders-meeting/shareholders-meeting-2024/

5. Election of the auditor of the financial statements and the consolidated financial statements for the 2024 fiscal year and of the auditor for the audit review of the half-annual financial report and a review of any additional financial information during the year

The supervisory board proposes the following resolution:

BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, is appointed as auditor of the annual financial statements and auditor of the consolidated financial statements for the 2024 fiscal year and as auditor for the review of the condensed financial statements and interim management report for the first half of the 2024 fiscal year (sections 115 (5), 117 German Securities Trading Act (Wertpapierhandelsgesetz, WpHG)). In addition, BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg is appointed as the auditor if the management board decides to have additional financial information within the meaning of section 115 (7) WpHG for the 2024 fiscal year or the 2025 fiscal year reviewed, provided that these are drawn up before the general meeting in the 2025 fiscal year.

The election proposal is based on the audit committee's recommendation.

The audit committee has declared that its recommendation is free from any undue third-party influence and, in particular, that it has not been subject to any clause limiting the selection options as defined by Article 16 (6) of the EU Audit Regulation (Abschlussprüfungsverordnung).

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6. By-election to the supervisory board

Prof. Dr. Ulrich Reuter, who was elected to the supervisory board by the general meeting on July 8, 2020 for a term in office until the end of the general meeting that decides on the discharge for the 2024 fiscal year, has resigned from his office as a member of the supervisory board with effect from December 31, 2023, with the consequence that a by-election is to be held.

In accordance with section 95 sentence 2 and section 96 (1) last case, section 101

(1) AktG and section 8 (1) of the articles of association, the supervisory board of the company is composed of six members to be elected by the general meeting.

The supervisory board proposes that the following person be elected to the supervisory board of the company as shareholder representatives for the remainder of the term in office of Prof. Dr. Ulrich Reuter, i.e. for the period from the end of the general annual meeting on August 22, 2024 until the end of the shareholders' meeting which decides on their discharge for the 2024 fiscal year:

Mr. Jürgen Josef Overath, resident in Hennef, managing director and shareholder, OIC-HUB GmbH, Hennef

The election proposal takes into account the objectives set by the supervisory board for its composition and aims to further enhance the competence profile for the entire board. The skills profile and target composition of the supervisory board is set out in the corporate governance declaration for the 2023 fiscal year in accordance with section 289f and section 315d HGB, which is available on the company's website at https://branicks.com/investor-relations/corporate-governance/erklaerung-zur-unternehmensfuehrung/.The qualification matrix for the supervisory board as a whole, including the candidate, can also be found on the company's website at https://branicks.com/en/ir/shareholders- meeting/shareholders-meeting-2024/.

The supervisory board has satisfied itself that the proposed candidate can devote the expected amount of time required. It is not intended that Mr. Overath will be proposed to the supervisory board as a candidate for the position of chairman of the supervisory board if he is elected by the general meeting.

The curriculum vitae of the candidate including the information pursuant to section 125 (1) sentence 5 AktG and information pursuant to recommendation C.13 of the German Corporate Governance Code can be found below in section II. of this convening notice under item II.2

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https://branicks.com/en/ir/shareholders-meeting/shareholders-meeting-2024/ where it will be accessible during the general meeting.

7. Resolution on the cancellation of existing authorized capital 2022 and creation of new authorized capital 2024 with the possibility of excluding the subscription right and on the corresponding amendment of the articles of association

The authorization granted to the management board by the general meeting on March 24, 2022 to increase the company's share capital by up to 16,372,232.00 euro with the approval of the supervisory board by issuing new no-par value registered shares against cash and/or non-cash contributions (authorized capital 2022) is to be revoked and renewed. Due to partial use of the authorization, the authorized capital 2022 still exists in the amount of 15,959,088.00 euro at the time the general meeting is convened.

New authorized capital of up to 16,713,102.00 euro, corresponding to around 20% of the current share capital, is to be created (authorized capital 2024).

The management board and the supervisory board propose the following resolution:

a) Cancellation of existing authorized capital 2022

The authorization of the management board resolved by the general meeting on March 24, 2022 under item 8 of the agenda at that time to increase the company's share capital by up to 16,372,232.00 euro until March 23, 2027 with the approval of the supervisory board by issuing new no-par value registered shares against cash and/or non-cash contributions (authorized capital 2022), which at the time of convening the general meeting still exists in the amount of 15,959,088.00 euro, will be canceled with effect from the time of entry in the company's commercial register of the new authorized capital to be resolved under b) below and amendment of the articles of association to be resolved under c) below, unless it has already been used or will have been used by the time this cancellation takes effect.

b) Creation of new authorized capital 2024

The management board will be authorized, with the approval of the supervisory board, to increase the share capital by up to a total of 16,713,102.00 euro

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(authorized capital 2024) by issuing new no-par value registered shares against cash and/or non-cash contributions on one or more occasions until August 21, 2029. The number of shares must increase in the same proportion as the share capital.

Generally, shareholders must be granted a subscription right. The shares may also be acquired by one or more banks or companies specified by the management board within the meaning of section 186 (5) sentence 1 AktG with the obligation to offer them to shareholders for subscription (indirect subscription right).

However, with the consent of the supervisory board, the management board is authorized to exclude the subscription right of shareholders,

• to exclude fractional amounts from the subscription right of shareholders;
• if the new shares are issued in return for cash, and the issue price of the new shares is not significantly below the market price of already listed shares that are essentially the same. The number of shares that are issued in this manner without a subscription right may not exceed 20% of the share capital, neither at the time this authorization becomes effective nor at the time this authorization is exercised. In a direct or appropriate application of section 186 (3) sentence 4 AktG, the maximum amount of 20% of the share capital must include other shares which are issued or sold without a subscription right during the term of this authorization. Shares to be issued to service option and/or conversion rights or conversion obligations arising from option bonds and/or convertible bonds and/or profit participation rights are to be taken into account as well, provided these bonds or profit participation rights are issued during the term of this authorization to exclude the subscription right in accordance with the section 186 (3) sentence 4 AktG;
• if the capital increase is made in return for a contribution in kind, in particular for the purpose of acquiring companies, parts of companies, shareholdings or other assets related to an acquisition project, or in the context of mergers; or
• to the extent this is necessary to grant holders or creditors of option and/or convertible bonds with option and/or conversion rights or option or conversion obligations that previously were issued by the company or companies in which the company holds a 100% stake, either directly or

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indirectly, a subscription right to bonds to the same extent they would be entitled to after the exercise of the option or conversion rights and/or after the fulfillment of option or conversion obligations.

The management board is, with the consent of the supervisory board, authorized to specify the particulars of the share rights, the further details of the capital increase and the terms of the share issue, particularly the issue amount.

The supervisory board is authorized to amend the applicable version of the articles of association accordingly after the utilization of the authorized capital or the expiry of the period for the utilization of the authorized capital.

c) Amendment to the articles of association

Section 5 of the articles of association is repealed and reworded as follows:

"Section 5

Authorized capital

The management board will be authorized, with the approval of the supervisory board, to increase the share capital by up to a total of 16,713,102.00 euro (authorized capital 2024) by issuing new no-par value registered shares against cash and/or non-cash contributions on one or more occasions until August 21, 2029. The number of shares must increase in the same proportion as the share capital.

Generally, shareholders must be granted a subscription right. The shares may also be acquired by one or more banks or companies specified by the management board within the meaning of section 186 (5) sentence 1 AktG with the obligation to offer them to shareholders for subscription (indirect subscription right).

The management board is, with the consent of the supervisory board, authorized to exclude the subscription right of shareholders, however,

• to exclude fractional amounts from the subscription right of shareholders;
• if the new shares are issued in return for cash, and the issue price of the new shares is not significantly below the market price of already listed shares that are essentially the same. The number of shares that are issued in this manner without a subscription right may not exceed 20% of the share capital, neither at the time this authorization becomes effective nor at the time this

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authorization is exercised. In a direct or appropriate application of section 186 (3) sentence 4 AktG, the maximum amount of 20% of the share capital must include other shares which are issued or sold without a subscription right during the term of this authorization. Shares to be issued to service option and/or conversion rights or conversion obligations arising from option bonds and/or convertible bonds and/or profit participation rights are to be taken into account as well, provided these bonds or profit participation rights are issued during the term of this authorization to exclude the subscription right in accordance with the section 186 (3) sentence 4 AktG;

• if the capital increase is made in return for a contribution in kind, in particular for the purpose of acquiring companies, parts of companies, shareholdings or other assets related to an acquisition project, or in the context of mergers; or
• to the extent this is necessary to grant holders or creditors of option and/or convertible bonds with option and/or conversion rights or option or conversion obligations that previously were issued by the company or companies in which the company holds a 100% stake, either directly or indirectly, a subscription right to bonds to the same extent they would be entitled to after the exercise of the option or conversion rights and/or after the fulfillment of option or conversion obligations.

The management board is, with the consent of the supervisory board, authorized to specify the particulars of the share rights, the further details of the capital increase and the terms of the share issue, particularly the issue amount.

The supervisory board is authorized to amend the applicable version of the articles of association accordingly after the utilization of the authorized capital or the expiry of the period for the utilization of the authorized capital."

d) Instruction

The management board is instructed to file the resolution on the cancellation of the authorized capital 2022 and the cancellation of section 5 of the articles of association for entry in the commercial register in such a way that the cancellation is only entered if the new authorized capital 2024 to be resolved under b) of this agenda item and the amendment to the articles of association to be resolved under

1. of this agenda item are entered at the same time. The management board is 9