HORNBACH : Invitation to the 2024 Annual General Meeting of HORNBACH Holding AG & Co. KGaA

non-binding English convenience translation

HORNBACH Holding AG & Co. KGaA

Neustadt an der Weinstrasse

ISIN DE0006083405

Unique Identifier of the Event: HBH072024oHV

INVITATION TO THE

ANNUAL GENERAL MEETING

We hereby invite our shareholders to attend our

Annual General Meeting

to be held at Jugendstil-Festhalle Landau, Mahlastrasse 3,

76829 Landau in der Pfalz,

at 10.00 a.m. (CEST) on Friday, July 5, 2024.

non-binding English convenience translation

Overview with information pursuant to § 125 of the German Stock Corporation Act (AktG) in conjunction with Table 3 of the Implementing Regulation (EU) 2018/1212 (EU-IR)

A. Specification of the message

Unique identifier of the event	Annual General Meeting 2024 of HORNBACH Holding AG & Co.
	KGaA
	(formal indication pursuant to EU-IR: HBH072024oHV)
Type of message	Notice of Annual General Meeting
	(formal indication pursuant to EU-IR: NEWM)
B. Specification of the issuer

ISIN

Name of issuer

DE0006083405

HORNBACH Holding AG & Co. KGaA

C. Specification of general meeting

Date of general meeting	07.05.2024
	(formal indication pursuant to EU-IR: 20240705)
Time of general meeting (start)	Start: 10:00 a.m. CEST
	(formal indication pursuant to EU-IR: 08:00 UTC)
Type of general meeting	Annual General Meeting
	(formal indication pursuant to EU-IR: GMET)
Location of general meeting	Jugendstil-Festhalle Landau, Mahlastraße 3, 76829 Landau in
	der Pfalz, Germany
Record date	06.13.2024, 24:00 CEST
	(formal indication pursuant to EU-IR: 20240613, 22:00 UTC)
Uniform resource locator of general meeting/URL	www.hornbach-holding.de/en/investor-relations/annual-general-
	meeting

2

non-binding English convenience translation

Other disclosures

Voting	The votes on Agenda Items 1, 2, 3, 4, 5, 7, 8 and 9 are of a
	binding nature in each case
	(formal indication pursuant to EU-IR: BV)
	The vote on Agenda Item 6 is of an advisory nature
	(formal indication pursuant to EU-IR: AV)
Alternative voting options	The following voting options are available for each of Agenda
	Items 1 to 9: vote in favor, vote against, abstention
	(formal indications pursuant to EU-IR: VF, VA, AB)

Blocks D to F

Further information on

• Participation in general meeting (Block D)
• The agenda (Block E), and
• The specification of the deadlines regarding the exercise of other shareholders' rights (Block F) can be found on the following website: www.hornbach-holding.de/en/investor-relations/annual-general-meeting

3

non-binding English convenience translation

I. AGENDA

1. Presentation of the annual financial statements and the consolidated financial statements approved by the Supervisory Board for the 2023/24 financial year, the combined management report for HORNBACH Holding AG & Co. KGaA and the Group, the report of the Supervisory Board, and the explanatory report of the General Partner in respect of the disclosures made pursuant to § 289a and § 315a of the German Commercial Code (Handelsgesetzbuch - HGB); resolution on the adoption of the annual financial statements of HORNBACH Holding AG & Co. KGaA for the 2023/24 financial year
   The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the General Partner in accordance with § 171 German Stock Corporation Act (Aktiengesetz - AktG). Pursuant to § 286 (1) AktG, the Annual General Meeting passes a resolution on the adoption of the annual financial statements. The remaining documents are to be made available to the Annual General Meeting without any further resolution required in this respect.
   The General Partner and the Supervisory Board propose the adoption of the annual financial statements in the version presented in which a net profit of € 73,103,393.16 is reported.
2. Resolution on the appropriation of net profit for the 2023/24 financial year

The General Partner and the Supervisory Board propose to appropriate the net profit reported for the 2023/24 financial year

amounting to€ 73,103,393.16 as follows:

Distribution of a dividend of € 2.40
per no-par ordinary share	€ 38,377,936.80
Balance carried forward	€ 34,725,456.36

The proposal in respect of the appropriation of net profit is based on the existing number of no-par ordinary shares with dividend entitlement at the time at which the General Partner and Supervisory Board adopted the proposal. Should the number of no-par ordinary shares with dividend entitlement change before the time at which the Annual General Meeting adopts its resolution, a suitably amended proposal in respect of the appropriation of net profit will be submitted for resolution by the Annual General Meeting; this will still provide for a dividend of € 2.40 per no-par ordinary share with dividend entitlement and a correspondingly adjusted balance carried forward. The resolution adopted will therefore still utilize net profit in its entirety. The company currently holds 9,193 treasury stocks which do not have dividend entitlement.

Pursuant to § 58 (4) Sentence 2 AktG, the claim to payment of the dividend matures on the third working day following the adoption of the resolution by the Annual General Meeting, i.e. on July 10, 2024.

1. Resolution on approval of General Partner's actions in the 2023/24 financial year
   The General Partner and Supervisory Board propose that the actions of the General Partner in the 2023/24 financial year be approved for this period.
2. Resolution on approval of Supervisory Board members' actions in the 2023/24 financial year
   The General Partner and Supervisory Board propose that the actions of the members of the Supervisory Board in the 2023/24 financial year be approved for this period.

4

non-binding English convenience translation

1. Election of auditor and Group auditor for the 2024/25 financial year and of auditor for the audit review of the half-year financial report for the 2024/25 financial year
   Based on the recommendation made by the Audit Committee, the Supervisory Board proposes that Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich, should be elected as auditor and Group auditor for the 2024/25 financial year and as auditor for the audit review of the condensed interim consolidated financial statements and interim management report for the first half of the 2024/25 financial year pursuant to § 115 (5) and § 117 No. 2 of the German Securities Trading Act (Wertpapierhandelsgesetz - WpHG).
   The Audit Committee declared that its recommendation was free of undue influence by third parties and that no clauses restricting its selection of the type referred to in Article 16 (6) of the EU Audit Regulation had been imposed.
2. Resolution on approval of remuneration report
   Pursuant to § 278 (3) and § 162 AktG, the General Partner and the Supervisory Board are required to prepare a remuneration report and to submit this to the Annual General Meeting for approval pursuant to § 278 (3) and § 120a (4) AktG. As § 162 AktG only refers to the remuneration of members of the Board of Management and Supervisory Board and as the company does not have a Board of Management, the company believes that the remuneration report could be limited to presenting the remuneration of the Supervisory Board. In the interests of transparency, however, the remuneration report also presents the remuneration of the Board of Management and the Supervisory Board of the General Partner.
   The remuneration report has been audited by the auditor pursuant to § 162 (3) AktG to ascertain whether the legally required disclosures pursuant to § 162 (1) and (2) AktG have been made. The audit opinion on the audit of the remuneration report is appended to the remuneration report.
   The General Partner and Supervisory Board propose the approval of the remuneration report for the 2023/24 financial year, which has been prepared and audited in accordance with § 278 (3) and § 162 AktG.
   The remuneration report is presented in Section II.1. and can also be viewed at our website at https://www.hornbach- holding.de/en/company/corporate-governance/remuneration-report from the date on which the Annual General Meeting is convened. The remuneration report will also be available for inspection during the Annual General Meeting.
3. Resolutions on amendments to the Articles of Association
   The General Partner and Supervisory Board propose adopting the following amendments to the Articles of association:
   7.1. Amendment to § 20 (2) Sentence 2 of the Articles of Association - Participation Entitlement

In § 20 (1), the Articles of Association stipulate that shareholders wishing to participate in the Annual General Meeting or exercise their voting rights must submit documentary proof of their entitlement to do so. According to § 20 (2), Sentence 2 of the Articles of Association, the documentary proof must be valid as of the beginning of the 21st day prior to the Annual General Meeting.

With the German Act to Finance Futureproof Investments (German Future Financing Act - Zukunftsfinanzierungsgesetz), which took effect on December 15, 2023, lawmakers reformulated § 123 (4) Sentence 2 AktG. As a result of the new version, the documentary proof now has to refer to "the close of business on the 22nd day prior to the Annual General Meeting".

To account for the amended legal wording, it is intended to amend § 20 (2) Sentence 2 of the Articles of Association in line with the requirement of stock corporation law.

5

non-binding English convenience translation

The General Partner and Supervisory Board therefore propose reformulating § 20 (2) Sentence 2 of the Articles of Association as follows:

"The documentary proof must be valid as of the close of business on the 22nd day prior to the Annual General Meeting."

Apart from this, § 20 of the Articles of Association is to be left unchanged.

7.2. Addition to § 19 of the Articles of Association - Convening of Annual General Meeting

It is becoming increasingly customary to transmit parts or all of annual general meetings on the internet.

The General Partner and Supervisory Board therefore propose supplementing § 19 of the Articles of Association with the following new Sentence 2:

"The General Partner is authorized to permit the full or partial video and audio transmission of the Annual General Meeting."

Apart from this, § 19 of the Articles of Association is to be left unchanged.

7.3 Amendment to § 9 of the Articles of Association - Composition of Supervisory Board, Election of Supervisory Board Members and Substitute Members, Term of Office - and of § 10 of the Articles of Association - Chair, Deputy Chair

To date, § 10 (1) Sentence 1 of the company's Articles of Association has in principle provided for a uniform term of office for Supervisory Board members. Pursuant to § 9 (3) Sentence 2 of the Articles of Association, where a Supervisory Board is elected to replace a retiring member, such substitute member has to date been elected for the remainder of the term of office of the retiring member. In future, the Articles of Association should permit the establishment of a rotating system for the Supervisory Board (staggered board). At the same time, the future duration of the term of office should be shortened to a maximum of four years, with this new requirement only being applied to future elections to the Supervisory Board.

The General Partner and Supervisory Board propose adopting the following resolution:

§ 9 (2) of the Articles of Association shall be reformulated as follows:

"Unless a shorter term of office is stipulated upon their election, Supervisory Board members are elected for the period through to the conclusion of the Annual General Meeting formally approving their actions for the third financial year after the beginning of their term of office. The financial year in which the term of office begins is not counted in this calculation. Re-election is permitted."

• 9 (3) Sentence 2 of the Articles of Association shall be deleted without replacement. § 9 (3) Sentence 3 of the Articles of Association shall become Sentence 2.

Apart from this, § 9 (3) of the Articles of Association is to be left unchanged.

§ 10 (1) of the Articles of Association shall be reformulated as follows:

"The Supervisory Board elects a Chair and a Deputy Chair from among its number for the term of office of each member thereby elected."

6

non-binding English convenience translation

8. Resolution on authorization to acquire and use treasury stocks pursuant to § 71 (1) No. 8 AktG with potential exclusion of subscription rights and of any tender rights and with the option of retiring treasury stocks

To provide the company with greater flexibility in shaping its financing structure, the General Partner and Supervisory Board deem it expedient for the company to be able to acquire treasury stocks to an appropriate extent, also at short notice if applicable, and to reissue or retire any treasury stocks thereby bought back, also to the exclusion of subscription rights if appropriate.

In view of this, the General Partner and Supervisory Board propose adopting the following resolution:

1. The General Partner is authorized through to the expiry of July 4, 2026 to acquire treasury stocks in the company in a volume of up to a total of 10% of current share capital or, if such amount is lower, of the share capital at the time at which this authorization is exercised for every purpose permitted by § 71 (1) No. 8 AktG in accordance with statutory limitations and the conditions stipulated in greater detail below. Together with treasury stocks that are acquired for other reasons and that are in the possession of the company or attributable to it pursuant to § 71d and § 71e AktG, the shares acquired on the basis of this authorization may at no time exceed 10% of the company's share capital.
   This authorization may be exercised in whole or in partial amounts, on one or several occasions, and for one or several purposes within the aforementioned restriction. The acquisition may also be conducted by Group companies dependent on HORNBACH Holding AG & Co. KGaA pursuant to § 17 AktG or by third parties acting on its or their behalf.
   The acquisition is performed in accordance with the principle of equality (§ 53a AktG) and, at the discretion of the General Partner, either via the stock market or by way of a public purchase offer addressed to all shareholders. The acquisition may not serve the purpose of trading in treasury stocks. Due account must also be taken of the requirements of § 71 (2) Sentences 2 and 3 AktG.
2. 1. If the treasury stocks are acquired via the stock market, the purchase price per share (excluding ancillary purchase costs) may not exceed or undercut the share price determined by opening auction on the day of the trade in the XETRA trading system of the Frankfurt Stock Exchange (or any functionally comparable successor system) by more than 10%.
   2. If the treasury stocks are acquired outside the stock market by way of a public purchase offer addressed to all shareholders, the offer price per share and the limits of the purchase price range offered (excluding ancillary purchase costs in each case) may not exceed or undercut the average stock market price of the share on the Frankfurt Stock Exchange on the three stock market trading days preceding the definitive decision taken by the General Partner in respect of the offer by more than 10%; here, the average stock market price is determined on the basis of the arithmetic mean of the closing auction prices of the HORNBACH Holding AG & Co. KGaA share in the XETRA trading system of the Frankfurt Stock Exchange (or any functionally comparable successor system). The purchase offer may be amended if, subsequent to its publication, substantial variances arise between the relevant share price and the purchase price thereby offered. In this case, reference is made to the arithmetic mean of the closing auction prices of the HORNBACH Holding AG & Co. KGaA share in the XETRA trading system of the Frankfurt Stock Exchange (or any functionally comparable successor system) on the three stock market trading days preceding the decision taken by the General Partner in respect of such amendment, with the 10% limit being applied to the excess over or shortfall to this amount.
      The offer volume may be limited. Should the total number of shares tendered exceed this volume, the acquisition may be executed based on the ratio of shares tendered (tender quotas); furthermore, preferential acceptance of low volumes (up to 100 shares per shareholder) may be provided for, as may the rounding up or down of numbers of shares in accordance with commercial principles in order to avoid arithmetic fractions of shares. More extensive tender rights on the part of shareholders are thus excluded.
   3. If the treasury stocks are acquired by way of a public request addressed to all shareholders to submit sell offers, the company will determine a purchase price range per share within which such offers may be submitted. The purchase price may be amended if, within the offer deadline, substantial variances arise compared with the price at the time at which the request to submit sell offers was published. The purchase price per share (excluding ancillary purchase costs) payable by the company, which is determined by the company on the basis of the sell offers received, may not exceed under undercut the average unweighted closing prices of company shares of the same class in the XETRA trading system

7

non-binding English convenience translation

(or any functionally comparable successor system) on the three stock market trading days preceding acceptance of the sell offers by more than 10%.

The acceptance volume may be limited. If, due to the volume limit, not all of several equivalent sell offers can be accepted, the acquisition may be based on the tender quotas rather than the respective levels of shareholding, with a resultant partial exclusion of any potential statutory tender rights on the part of shareholders. Furthermore, also with a resultant partial exclusion of potential statutory tender rights on the part of shareholders, preferential acceptance of lower volumes of up to 100 shares tendered per shareholder may be provided for, as may the rounding up or down of numbers of shares in accordance with commercial principles in order to avoid arithmetic fractions of shares.

1. 1. If the acquisition is executed by way of tender rights made available by the company to shareholders ("created tender rights"), these may be allocated per share in the company. Based on the ratio of the company's share capital to the volume of shares to be bought back by the company, a stipulated number of created tender rights entitle their holder to sell one share in the company to such. Created tender rights may also be allocated in such a way that one created tender right is allocated for each number of shares based on the ratio of share capital to the buyback volume. Fractions of created tender rights are not allocated; in this case, the corresponding partial tender rights are excluded. The price or the limits of the purchase price range offered (excluding ancillary purchase costs in each case) at which, when the created tender rights are exercised, one share in the company may be sold, are determined in accordance with the requirements of the preceding Paragraph bb). The relevant effective date is that on which the General Partner definitively decides on the buyback offer involving the granting of tender rights; this may be amended if applicable, in which case the relevant effective date is that on which the General Partner definitively decides on the amendment. The General Partner determines the more specific structure of created tender rights, and in particular their contents, terms, and, if applicable, their tradability.
   2. For a buyback, a bank, investment firm or any other company meeting the requirements of § 186 (5) Sentence 1 AktG (collectively: emitting companies) may also be commissioned to purchase either a previously agreed number of shares or shares for a previously determined total purchase price either on a previously determined minimum number of trading days or through to the expiry of a previously agreed period and then to transfer these shares to the company. In purchasing the shares to be supplied on the stock market, the emitting company must in turn account for the principle of equality (§ 53a AktG) and purchase the shares at prices within the range defined under aa).
2. The General Partner is authorized to use the treasury stocks acquired for all purposes permitted by law and specifically to sell these either in full or in part via the stock market or by addressing an offer to all shareholders while accounting for the principle of equality pursuant to § 53a AktG. In respect of the acquired shares, the General Partner is further authorized
3. 1. subject to approval by the Supervisory Board to sell these in ways other than via the stock market or by addressing a sale offer to all shareholders if the shares are sold in return for cash payment at a price that does not fall materially short of the stock market price of company shares in the XETRA trading system of the Frankfurt Stock Exchange (or any functionally comparable successor system) at the time at which the sale price is definitively set; this authorization is limited to a total of 10% of the company's share capital at the time at which the Annual General Meeting adopts the respective resolution on July 5, 2024 or, if lower, 10% of the company's share capital at the time at which the shares are sold. The authorization volume is reduced by the prorated amount of share capital attributable to shares or to the conversion or option rights or obligations resulting from bonds issued or sold since July 5, 2024 to the exclusion of subscription rights with direct, corresponding, or analogous application of § 186 (3) Sentence 4 AktG;
   2. subject to approval by the Supervisory Board to grant these as consideration, particularly in the context of combinations with other companies or the acquisition of companies, parts of companies, or shareholdings in companies, or of other assets or rights to acquire assets, including receivables due from the company or its shareholdings;
   3. to retire these, with such retirement or its execution not requiring any further resolution by the Annual General Meeting. Such retirement results in a reduction in capital. Diverging from this, the General Partner may determine

8

non-binding English convenience translation

that the share capital remains unchanged upon such retirement and rather draw on such retirement to raise the share of share capital attributable to other shares pursuant to § 8 (3) AktG. In such case, the General Partner is authorized to amend the disclosure of the respective numbers in the Articles of Association.

The authorizations set out in aa) to cc) may be drawn on in whole or for partial amounts, on one or several occasions, and individually or collectively.

The authorizations set out in aa) and bb) may also be utilized on behalf of HORNBACH Holding AG & Co. KGaA by Group companies dependent on HORNBACH Holding AG & Co. KGaA pursuant to § 17 AktG or by third parties acting on its or their behalf. Shareholders' subscription rights to company treasury stocks are excluded to the extent that such shares are used in accordance with the aforementioned authorizations in aa) and/or bb). Furthermore, subject to approval by the Supervisory Board the General Partner may exclude subscription rights for fractional amounts in the event of the treasury stocks being sold in the context of an offer addressed to all shareholders.

9. Resolution on authorization to deploy derivatives in connection with the acquisition of treasury stocks pursuant to § 71 Abs. 1 No. 8 AktG with potential exclusion of subscription rights and of any tender rights

To supplement the authorization proposed in Agenda Item 8 in respect of the acquisition of treasury stocks, the company is to be authorized pursuant to § 71 (1) No. 8 AktG to acquire treasury stocks by deploying derivatives.

The General Partner and Supervisory Board propose adopting the following resolution:

1. To supplement the authorization to be resolved by the Annual General Meeting on July 5, 2024 in respect of Agenda Item 8, the acquisition of treasury stocks may be executed not only in the manners set out therein, but also in whole or in part by (1) selling options which, if exercised, oblige the company to acquire treasury stocks ("put options"), (2) acquiring options which, if exercised, entitle the company to acquire treasury stocks ("call options"), (3) forward purchases by means of which the company acquires treasury stocks at a stipulated future date, or (4) deploying a combination of put options, call options, and/or forward purchases (collectively also referred to as "derivatives" or "derivative transactions").
2. The derivative transactions must be concluded with an independent bank or investment firm or another company meeting the requirements of § 186 (5) Sentence 1 AktG, or with a consortium of such firms or companies. The conditions underlying the derivative transaction must in each case ensure that the derivatives are only serviced with shares that are in turn were acquired in accordance with the principle of equality.
3. Furthermore, all acquisitions of shares executed by deploying derivatives are limited in scope to shares corresponding to a maximum of 5% of share capital at the time at which this authorization takes effect or, if the following value is lower, at the time at which this authorization is drawn on. The term of individual derivatives may not exceed 18 months and must be selected such that the acquisition of shares resulting from exercising or settling the derivatives may not occur after July 4, 2026.
4. The option premium paid or received by the company for call options and put options respectively may not materially exceed or undercut the theoretical market value of the respective options calculated using recognized mathematical methods; among other inputs, this calculation must account for the agreed exercise price. The forward price agreed by the company in forward purchases may not materially exceed the theoretical forward price calculated using recognized mathematical methods; among other inputs, this calculation must account for the current share price and the term of the forward purchase.
5. The counter-value payable for the shares upon the options being exercised or the forward purchase maturing, i.e. the exercise or acquisition price, may not exceed or undercut the average stock market price of the HORNBACH Holding AG & Co. KGaA share on the Frankfurt Stock Exchange on the five stock marketing trading days preceding the conclusion of the respective option transaction or forward purchase by more than 10% (in each case excluding ancillary purchase costs but including the option premium received or paid); here, the average price is determined on the basis of the arithmetic mean of the closing auction prices of the HORNBACH Holding AG & Co. KGaA share in the XETRA trading system of the Frankfurt Stock Exchange (or any functionally comparable successor system).
6. If treasury stocks are acquired by deploying derivatives in accordance with the aforementioned requirements, the right of shareholders to conclude such derivative transactions with the company is excluded with corresponding application of § 186

9

non-binding English convenience translation

1. (3) Sentence 4 AktG. Shareholders are only entitled to tender their shares to the company to the extent that the derivative transactions result in an obligation on the part of the company towards shareholders to accept such shares. Any more extensive tender rights are excluded.

2. The requirements resolved by the Annual General Meeting on July 5, 2024 in respect of Agenda 8, Letter b) apply by analogy to the use of treasury stocks acquired by deploying derivatives.

10