KAP : > Convocation of the Annual General Meeting

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Convenience translation of the invitation to the Annual General Meeting of KAP AG, Fulda

ISIN: DE 0006208408 // WKN: 620840

Content

I.	AGENDA	..............................................................................................................................................	2
	1.	Presentation of documents to the Annual General Meeting pursuant to
		section 176 (1) sentence 1 AktG	2
	2.	Resolution on the appropriation of distributable profit for the 2022 financial year	2

3. Resolution on approval of the actions (Entlastung) of the members of the

	Supervisory Board	3
4.	Resolution on approval of the actions of the members of the Management Board	3

5. Resolution on appointment of the auditors for the financial statements and the

	consolidated financial statements for the 2023 financial year	3
6.	Resolution on the approval of the remuneration report for 2022	4

7. Resolution on the authorization of the Management Board to provide for the

		convocation of virtual general meetings and on a corresponding amendment of
		section 15 of the Articles of Association (attendance and voting right)	21
	8.	Resolution on creating the possibility for members of the Supervisory Board to
		attend the Annual General Meeting by means of video and audio transmission and
		on a corresponding amendment of section 14a of the Articles of Association
		(video and audio transmission)	22
II.	ADDITIONAL INFORMATION ON THE CONVOCATION	22

Dear Sir or Madam

We hereby invite our shareholders to the

Annual General Meeting

that will be held

at 3G Tagungshotel, Werner-von-Siemens-Straße 12 - 14, 36041 Fulda

on Friday, July 14, 2023,

at 10:00 hrs (Central European Summer Time - CEST).

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1. AGENDA

1. Presentation of documents to the Annual General Meeting pursuant to section 176 (1) sentence 1 AktG

Pursuant to section 176 (1) sentence 1 AktG, the Management Board makes the following documents available to the Annual General Meeting:

• the adopted annual financial statements of KAP AG as of December 31, 2022,
• the approved consolidated financial statements as of December 31, 2022,
• the combined management report and group management report for the KAP Group and KAP AG, including the Management Board's explanatory report on the disclosures pursuant to sections 289a and 315a of the German Commercial Code (Handelsgesetzbuch; HGB),
• the separate non-financial group report,
• the report by the Supervisory Board of KAP AG, and
• the Management Board's proposal for the appropriation of distributable profit.

All of the above documents will be available on the following website from the date of the convocation of and during the Annual General Meeting:

https://www.kap.de/en/investor-relations/general-meeting

The annual financial statements and the consolidated financial statements prepared by the Management Board were approved by the Supervisory Board on April 25, 2023 in accordance with section 172 AktG. The annual financial statements are deemed to have been adopted upon approval by the Supervisory Board. Adoption of the annual financial statements or approval of the consolidated financial statements by the Annual General Meeting pursuant to section 173 (1) AktG is thus not necessary. The other documents mentioned above must also only be made available to the Annual General Meeting and be explained at the Annual General Meeting pursuant to section 176 (1) sentence 2 AktG without a corresponding resolution being required, with the exception of the resolution on the appropriation of distributable profit.

2. Resolution on the appropriation of distributable profit for the 2022 financial year

The following proposal for the appropriation of profits is submitted to the Annual General Meeting.

The Management Board and the Supervisory Board propose to resolve as follows:

The retained earnings for the 2022 financial year in the amount of € 50,631,181.95, as shown in the adopted annual financial statements as of December 31, 2022, are to be distributed as follows:

Distribution of a dividend in a total amount of € 7,767,563.00, equaling a dividend of € 1.00 per no-par value share entitled to dividends for the past financial year 2022.

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Total amount of dividend	=	€ 7,767,563.00
Transfer to other revenue reserves	=	€ 0.00
Profit carried forward	=	€ 42,863,618.95
Retained earnings	=	€ 50,631,181.95

Pursuant to section 58 (4) sentence 2 AktG, the claim for the dividend will fall due on the third business day after the resolution was adopted by the Annual General Meeting. In line with section 58 (4) sentence 3 AktG, no earlier due date can be fixed. The dividend is thus to be paid out on July 19, 2023.

This proposal for the appropriation of profits is based on share capital with dividend rights in an amount of € 20,195,663.80, as determined on April 20, 2023 (date of the preparation of the annual financial statements), which is divided into 7,767,563 no-par value shares.

3. Resolution on approval of the actions (Entlastung) of the members of the Supervisory Board

The Management Board and the Supervisory Board propose to resolve as follows:

Formal approval is granted in respect of the actions of the members of the Supervisory Board in office during the 2022 financial year with respect to that period.

4. Resolution on approval of the actions of the members of the Management Board The Management Board and the Supervisory Board propose to resolve as follows:

Formal approval is granted in respect of the actions of the members of the Management Board in office during the 2022 financial year with respect to that period.

5. Resolution on appointment of the auditors for the financial statements and the consolidated financial statements for the 2023 financial year

The Supervisory Board proposes - based on a corresponding recommendation of the audit committee

- to resolve as follows:

Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Hamburg, is to be appointed

1. as auditor for the financial statements and the consolidated financial statements for the 2023 financial year,
2. as auditor for any review (prüferische Durchsicht) of the condensed financial statements and the interim management report pursuant to sections 115 (5) and 117 no. 2 of the German Securities Trading Act (Wertpapierhandelsgesetz; WpHG) for the 2024 financial year in the period until the next annual general meeting, and
3. as auditor for any review of the condensed financial statements and the interim management report pursuant to section 115 (7) WpHG in respect of additional financial information during the 2023 and 2024 financial years until the next annual general meeting.

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