SFC Energy : Amendment to the Management Board’s and Supervisory Board’s proposal for agenda item 6

SFC Energy AG

Brunnthal

Annual General Meeting

being held April 28, 2022, at 10.00 a.m. (CEST)

Amendment to the Management Board's and Supervisory Board's proposal for agenda item 6

Dear Shareholders,

Ladies and Gentlemen,

We have convened our Annual General Meeting 2022 by notice published in the Federal Gazette on March 22, 2022 (corrected on March 24, 2022) for April 28, 2022.

Under agenda item 6 of this Ordinary Annual General Meeting, the Management Board and the Supervisory Board have submitted proposed resolutions on the cancellation of the existing authorised capital, the creation of a new authorised capital with the possibility of exclusion of shareholders' subscription rights and corresponding amendment of section 5 (6) of the Articles of Association (Authorised Capital 2022). According to the present resolution proposal of the Management Board and the Supervisory Board, the term of the Authorised Capital 2022 is limited until April 27, 2027.

We have thus pursued the objective of being able to finance further growth of our company with sufficient flexibility but also to balance with the interests of our existing investors. However, we have learnt from the investor dialogue pursued in the run-up to the Annual General Meeting certain concerns about the five-year term of the possible Authorised Capital 2022 under agenda item 6.

Against this background and in order to address these concerns, the Management Board and the Supervisory Board today adopted the following resolution regarding agenda item 6 of this Annual General Meeting (Resolution on the cancellation of the existing authorised capital, the creation of a new authorised capital with the possibility of exclusion of shareholders' subscription rights and corresponding amendment of the Articles of Association):

"The proposed resolution of the Management Board and Supervisory Board on agenda item 6 of the Annual General Meeting to be held on April 28, 2022, is amended insofar as the term of the proposed Authorised Capital 2022 is not limited until April 27, 2027, but only until the end of the Annual General Meeting which resolves on the ratification of the actions of the members of the Management Board and Supervisory Board for the financial year 2022. Otherwise, the proposed resolution on agenda item 6 of the Annual General Meeting remains unchanged."

The amended proposed resolution of the Management Board and the Supervisory Board on agenda item 6 of the Annual General Meeting reads in full as follows:

"The Management Board and the Supervisory Board propose to resolve:

• a) Cancellation of the 2019 Authorised Capital

  The Authorised Capital 2019 pursuant to section 5 (6) of the Articles of Association is rescinded with effect as per the date of registration of the new Authorised Capital 2022 determined below.

• b) Creation of a 2022 Authorised Capital

  The Management Board is authorised, with the consent of the Supervisory Board, to increase the Company's share capital on one or several occasions until the end of the Annual General Meeting which resolves on the ratification of the actions of the members of the Management Board and the Supervisory Board for the financial year 2022 by up to a total of EUR 2,893,948.00 by issuing new no-par value registered shares against cash and/or non-cash contributions (Authorised Capital 2022) and, in doing so, determine pursuant to section 6 (4) of the Articles of Association a commencement of profit sharing in derogation from the law. Shareholders shall generally be entitled to a subscription right. The subscription right may also be granted in such a way that the shares are taken over by one or more credit institutions with an obligation to offer them to the Company's shareholders for subscription (indirect subscription right).

  The Management Board shall furthermore be authorised, in each case with the approval of the Supervisory Board, to exclude the subscription right of the shareholders one or more times,

aa)to the extent necessary in order to balance fractional amounts;

bb)

cc)

to the extent necessary in order to grant holders of option or conversion rights or conversion obligations under bonds or profit participation rights that provide for conversion and/or option rights or conversion obligations a subscription right to new shares to the same extent as they would be entitled to as shareholders after the exercise of the option or conversion right or fulfilment of the conversion obligation; in the case the new shares are issued against cash contributions if the proportionate amount of the share capital attributable to the new shares in total does not exceed 10% of the share capital neither at the time this authorisation takes effect nor at the time this authorisation is exercised ("Maximum Amount") and the issue price of the new shares is not substantially below the stock exchange price of the Company's shares of the same class already quoted on the stock exchange at the time that the issue price is finally determined; or

dd)

in the case the new shares are issued against contribution in kind, in particular in the form of companies, company parts, shares in companies or claims or other assets (such as patents, licences, rights of use and exploitation under copyright law as well as other intellectual property rights).

The shares issued under the aforementioned authorisations to exclude subscription rights are limited in aggregate to an amount not exceeding 10% of share capital, either at the time this authorisation takes effect or at the time it is first exercised. Shares are to be deductedfrom the aforementioned limitation amount that (i) are issued or disposed of by the Company during the term of this authorisation with the exclusion of a subscription right on the basis of other authorisations under a direct or analogous application of section 186 (3) sentence 4 AktG or (ii) that are issued or must be issued to serve bonds or profit participation rights that provide for conversion and/or warrant rights or conversion obligations, provided that the bonds and/or profit-sharing rights are issued during the term of this authorisation and with the exclusion of a subscription right in analogous application of section 186 (3) sentence 4 AktG. A deduction that has been carried out in accordance with the foregoing sentence due to the exercise of authorisations to (i) issue new shares pursuant to section 203 (1) sentence 1, (2) sentence 1, section 186 (3) sentence 4 AktG and/or (ii) dispose of own shares in accordance with section 71 (1) no. 8, section 186 (3) sentence 4 AktG and/or (iii) issue bonds or profit sharing rights pursuant to section 221 (4) sentence 2, section 186 (3) sentence 4 AktG is cancelled with effect for the future if and to the extent the relevant authorisation(s) whose exercise has led to the deduction are granted again by the General Meeting taking into account the relevant legal requirements.

The Management Board shall be authorised, with the approval of the Supervisory Board, to decide on the further details of the capital increase as well as on the terms of the issuance of shares.

The Supervisory Board is authorised to amend section 5 of the Articles of Association to reflect the utilisation of the Authorised Capital 2022 from time to time as well as after the expiration of the authorisation period.

c)

Amendments to the Articles of Association

Section 5 (6) of the Articles of Association shall be formulated as follows:

"The Management Board has been authorised, with the consent of the Supervisory Board, to increase the Company's share capital on one or several occasions until the end of the Annual General Meeting which resolves on the ratification of the actions of the members of the Management Board and the Supervisory Board for the financial year 2022 by up to a total of EUR 2,893,948.00 by issuing new no-par value registered shares against cash and/or non-cash contributions (Authorised Capital 2022) and, in doing so, determine pursuant to section 6 (4) of the Articles of Association a commencement of profit sharing in derogation from the law. Shareholders shall generally be entitled to a subscription right. The subscription right may also be granted in such a way that the shares are taken over by one or more credit institutions with an obligation to offer them to the Company's shareholders for subscription (indirect subscription right).

The Management Board is authorised, with the approval of the Supervisory Board, to exclude the subscription right of the shareholders one or more times,

• a) to the extent necessary in order to balance fractional amounts;

• b) to the extent necessary in order to grant holders of option or conversion rights or conversion obligations under bonds or profit participation rights that provide for conversion and/or option rights or conversion obligations a subscription right to new shares to the same extent as they would be entitled to as shareholders after the exercise of the option or conversion right or fulfilment of the conversion obligation;

• c) in the case the new shares are issued against cash contributions if the proportionate amount of the share capital attributable to the new shares in total does not exceed 10% of the share capital neither at the time this authorisation takes effect nor at the time this authorisation is exercised ("Maximum Amount") and the issue price of the new shares is not substantially below the stock exchange price of the Company's shares of the same class already quoted on the stock exchange at the time that the issue price is finally determined; or

• d) in the case the new shares are issued against contribution in kind, in particular in the form of companies, company parts, shares in companies or claims or other assets (such as patents, licences, rights of use and exploitation under copyright law as well as other intellectual property rights).

The shares issued under the aforementioned authorisations to exclude subscription rights are limited in aggregate to an amount not exceeding 10% of the share capital, either at the time this authorisation takes effect or at the time it is first exercised. Shares are to be deducted from the aforementioned limitation amount that (i) are issued or disposed of by the Company during the term of this authorisation with the exclusion of a subscription right on the basis of other authorisations under a direct or analogous application of section 186 (3) sentence 4 AktG or (ii) that are issued or must be issued to serve bonds or profit participation rights that provide for conversion and/or warrant rights or conversion obligations, provided that the bonds and/or profit-sharing rights are issued during the term of this authorisation and with the exclusion of a subscription right in analogous application of section 186 (3) sentence 4 AktG. A deduction that has been carried out in accordance with the foregoing sentence due to the exercise of authorisations to (i) issue new shares pursuant to section 203 (1) sentence 1, (2) sentence 1, section 186 (3) sentence 4 AktG and/or (ii) dispose of own shares in accordance with section 71 (1) no. 8, section 186 (3) sentence 4 AktG and/or (iii) issue bonds or profit sharing rights pursuant to section 221 (4) sentence 2, section 186 (3) sentence 4 AktG is cancelled with effect for the future if and to the extent the relevant authorisation(s) whose exercise has led to the deduction are granted again by the General Meeting taking into account the relevant legal requirements.

The Management Board is authorised, with the approval of the Supervisory Board, to decide on the further details of the capital increase as well as on the terms of the issuance of shares.

The Supervisory Board is authorised to amend section 5 of the Articles of Association to reflect the utilisation of Authorised Capital 2022 from time to time as well as after the expiration of the authorisation period."

d)

Instruction for the Management Board to apply for registration in the Commercial Register

The Management Board is instructed to apply for the registration in the commercial register of the cancellation resolved on under a) of the authorised capital contained in section 5 (6) of the Articles of Association (Authorised Capital 2019) and of the new authorised capital resolved on under b) and c) (Authorised Capital 2022) and the amendment to the Articles of Association on the proviso that first the cancellation of the Authorised Capital 2019 shall be registered, but only if the registration of the new Authorised Capital 2022 follows immediately. Subject to the preceding paragraph, the Management Board is authorised to apply for the registration in the commercial register ofthe Authorised Capital 2022 independently from the other resolutions adopted by the General Meeting."

We will also announce and explain the amended resolution proposal of the Management Board and Supervisory Board in more detail at the Annual General Meeting on April 28, 2022. In addition, we refer to the public undertaking resolved by the Management Board today regarding the utilization of the existing conditional capital, which has been published separately. We ask for your support and hope that you will approve our amended proposed resolution when casting your votes and issuing instructions to persons you have appointed to exercise your voting rights.

Brunnthal, April 21, 2022

SFC Energy AG

The Management Board

The Supervisory Board