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Invitation to the Annual General Meeting

on 5 June 2024

LPKF Laser & Electronics SE, Garbsen

ISIN DE0006450000

Dear Shareholders,

We hereby invite you to this year's Annual General Meeting, which will be held on

Wednesday, 5 June 2024, at 10:00 a.m. (CEST)

(= 8:00 a.m. UTC (coordinated universal time))

in the auditorium ("Aula") of Johannes Kepler Gymnasium, Planetenring 7, 30823 Garbsen, Germany.

  1. AGENDA

1. PRESENTATION OF THE ADOPTED ANNUAL FINANCIAL STATEMENTS AS OF 31 DECEMBER 2023, THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2023, THE COMBINED MANAGEMENT REPORT AND GROUP MANAGEMENT REPORT AND THE SUPERVISORY BOARD'S REPORT FOR THE 2023 FINANCIAL YEAR, AS WELL AS THE EXPLANATORY REPORT OF THE MANAGEMENT BOARD ON THE DISCLOSURES UNDER SECTIONS 289A AND 315A OF THE GERMAN COMMERCIAL CODE (HGB).

The documents provided for agenda item 1 can be viewed on the company's website at

https://www.lpkf.com/en/investor-relations/annual-general-meeting/

from the time the Annual General Meeting is convened. These documents will also be accessible at the Annual General Meeting and will be explained verbally.

The Supervisory Board has approved the annual financial statements prepared by the Management Board and the consolidated financial statements under Sections 171 and 172 of the German Stock Corporation Act (AktG). The annual financial statements are thus adopted. In accordance with the statutory provisions, a resolution of the Annual General Meeting on agenda item 1 is therefore not scheduled.

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

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2. RESOLUTION REGARDING THE USE OF THE NET PROFIT FOR THE 2023 FINANCIAL YEAR

The Management Board and the Supervisory Board propose that the entire net profit of EUR 22,371,228.93 reported in the annual financial statements of LPKF Laser & Electronics SE for the 2023 financial year be carried forward to new account.

3. RESOLUTION REGARDING THE RATIFICATION OF THE ACTS OF THE MANAGEMENT BOARD FOR THE 2023 FINANCIAL YEAR

The Management Board and the Supervisory Board propose that the acts of the members of the Management Board be ratified for the 2023 financial year.

4. RESOLUTION REGARDING THE RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD FOR THE 2023 FINANCIAL YEAR

The Management Board and the Supervisory Board propose that the acts of the members of the Supervisory Board be ratified for the 2023 financial year.

5. RESOLUTION REGARDING THE APPROVAL OF THE REMUNERATION REPORT FOR THE 2023 FINANCIAL YEAR

Pursuant to Section 162 of the German Stock Corporation Act (AktG), the Management Board and Supervisory Board of LPKF Laser & Electronics SE must prepare a Remuneration Report on the remuneration granted and owed to each member of the Management Board and Supervisory Board in the 2023 financial year. The Remuneration Report was audited by the auditor pursuant to Section 162, Paragraph 3 of the German Stock Corporation Act (AktG) to determine whether the legally required disclosures pursuant to Section 162, Paragraphs 1 and 2 of the German Stock Corporation Act (AktG) were made. The auditor of the annual financial statements also reviewed the content in excess of the legal requirements. The note regarding the audit of the Remuneration Report is attached to the Remuneration Report.

The Remuneration Report for the 2023 financial year, which has been prepared and reviewed pursuant to Section 162 of the German Stock Corporation Act (AktG), has been printed in its entirety in Section II under II.1. and can be accessed on the company's website at

https://www.lpkf.com/en/investor-relations/annual-general-meeting/

from the time the Annual General Meeting is convened, including during the Annual General Meeting.

The Management Board and Supervisory Board propose the adoption of the following resolution:

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

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The Remuneration Report prepared and audited under Section 162 of the German Stock Corporation Act (AktG) for the 2023 financial year is approved.

6. SUPERVISORY BOARD ELECTION

In accordance with Article 40, Paragraphs 2 and 3, and Article 9, Paragraph 1 (c) of Council Regulation (EC) No. 2157/2001 (SE Regulation) in conjunction with Section 17 of the SE Implementation Act (SEAG) and Article 10, Paragraph 1 of the Articles of Incorporation, the Supervisory Board of the company consists of five members elected by the Annual General Meeting.

Prof. Ludger Overmeyer's term of office will end at the end of the Annual General Meeting on 5 June 2024 and a new election will therefore have to be held.

On the recommendation of its Remuneration and Nomination Committee, the Supervisory Board proposes

that Prof. Ludger Overmeyer, a resident of Wunstorf, Germany, Professor and Head of the Institute of Transport and Automation Technology at Leibniz University of Hanover,

be elected to the Supervisory Board as a shareholder representative for a term of office beginning at the end of the Annual General Meeting on 5 June 2024 and ending upon conclusion of the Annual General Meeting that adopts a resolution ratifying the acts of the Supervisory Board for the 2027 financial year.

The nomination submitted takes the target defined by the Supervisory Board for its composition into account and aims to further broaden the skills profile of the Supervisory Board as a whole. The skills profile and the target composition of the Supervisory Board are reported in the corporate governance declaration (corporate governance report) pursuant to Section 289f and Section 315d of the German Commercial Code (HGB) for the 2023 financial year, which is available on the company's website at:

www.lpkf.com/en/investor-relations/corporate-governance.

The assignment of the qualifications listed in the Supervisory Board's skills profile to the proposed candidate is based on the qualification matrix that is part of the corporate governance declaration mentioned above.

The Supervisory Board has ascertained that the proposed candidate is able to fulfill the expected time commitment.

The CV of the candidate and other additional information related to agenda item 6 can be found under II.2 in Section II.

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

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7. ELECTION OF THE AUDITORS OF THE ANNUAL FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2024 FINANCIAL YEAR

The Supervisory Board proposes that Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Dortmund, Germany, be elected auditor of the annual financial statements and consolidated financial statements of the company for the 2024 financial year.

This proposal is based on the recommendation of the Audit Committee.

The Audit Committee has declared that its recommendation is free from undue influence by third parties and that no clause of the type referred to in Article 16, Paragraph 6 of Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC ("Statutory Audit Regulation") has been imposed on it.

Additional explanations can be found under II.3 in Section II.

8. RESOLUTION TO CREATE AUTHORIZED CAPITAL WITH THE OPTION TO DISAPPLY SUBSCRIPTION RIGHTS AND TO AMEND THE ARTICLES OF INCORPORATION ACCORDINGLY

The Annual General Meeting on 20 May 2021 authorized the Management Board to increase the company's share capital on one or more occasions with the consent of the Supervisory Board by up to a total of EUR 4,899,309.00 by issuing new no-par value bearer shares in return for contributions in cash and/or in kind. This authorization has not yet been utilized. The authorization will expire on 19 May 2024 and a new authorization is to be created. The volume of the new authorized capital should be substantially the same as the previous authorized capital and limited to 20% of the share capital. The option to disapply subscription rights for capital increases from authorized capital is again to be limited to a total of 10% of the share capital, taking into account shares that are to be issued or are issued or sold without subscription rights on the basis of another authorization.

The Management Board and Supervisory Board propose the adoption of the following resolution:

a) Creation of new authorized capital

The Management Board is authorized to increase the share capital on one or more occasions until 4 June 2029 with the consent of the Supervisory Board by up to a total of EUR 4,899,309.00 by issuing up to 4,899,309 new no-par value bearer shares in return for contributions in cash and/or in kind (authorized capital).

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

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Shareholders shall generally be granted a subscription right. The shares may also be acquired by one or more banks or companies within the meaning of Section 186, Paragraph 5 sentence 1 of the German Stock Corporation Act (AktG) designated by the Management Board with the obligation to offer them to the shareholders for subscription (indirect subscription right).

However, the Management Board is authorized, with the consent of the Supervisory Board, to disapply shareholders' subscription rights

  • to exclude fractional amounts from shareholders' subscription rights;
  • if the new shares are issued for cash contributions and the issue price of the new shares is not significantly lower than the market price of the shares already listed on the stock exchange at the time of the final determination of the issue price. The total number of shares issued without subscription rights may not exceed 10% of the share capital, neither at the time this authorization becomes effective nor at the time it is exercised. Other shares issued or sold without subscription rights during the term of this authorization in direct or analogous application of Section 186, Paragraph 3 sentence 4 of the German Stock Corporation Act (AktG) must be counted towards the maximum limit of 10% of the share capital. Shares to be issued to service warrant and/or conversion rights and/or obligations arising from convertible bonds, convertible participation certificates, bonds with warrants or participation certificates with warrants must also be counted if such bonds or participation certificates were issued without subscription rights during the term of this authorization in analogous application of Section 186, Paragraph 3 sentence 4 of the German Stock Corporation Act (AktG);
  • if the capital increase in return for contributions in kind is made for the purpose of acquiring companies, parts of companies, equity in companies, other assets in connection with an acquisition project or as part of business combinations, or for the purpose of acquiring industrial property rights, including copyrights and know-how, or rights to use such rights;
  • to the extent necessary to grant warrant or conversion rights to bearers - and/or impose warrant or conversion obligations on creditors - of convertible bonds or bonds with warrants issued or to be issued by the company or companies in which the company directly or indirectly holds a 100% interest, a right to subscribe for new shares to the extent to which they would be entitled after exercising the warrant or conversion rights or after fulfilling the warrant or conversion obligations;
  • if the new shares are issued to individuals who are in an employment relationship with the company or one of its affiliates. The total number of shares issued without subscription rights may not exceed a pro rata amount of the share capital totaling EUR 200,000.00.

The authorization to disapply shareholders' subscription rights is in any case limited to the extent that, after the authorization has been exercised, the total number of shares issued without shareholders' subscription rights in return for contributions in cash and/or in kind

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

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under this authorized capital may not exceed 10% of the share capital, neither at the time this authorization becomes effective nor at the time it is exercised. The above 10% limit includes the following:

  • own shares without subscription rights sold during the term of this authorization,
  • new shares to be issued on the basis of convertible bonds, convertible participation certificates, bonds with warrants or participation certificates with warrants that were issued without subscription rights during the term of this authorization and
  • new shares issued without subscription rights on the basis of any other authorized capital during the term of this authorization.

The 10% limit does not, however, include shares that are to be issued to service subscription rights from a performance stock option plan offered by the company to members of the Management Board, employees of the company and employees and members of the management of affiliated companies.

The Management Board is authorized, with the consent of the Supervisory Board, to determine the content of the share rights, the further details of the capital increase and the conditions of the share issue, in particular the issue price.

The Supervisory Board is authorized to amend the wording of the Articles of Incorporation after all of the authorized capital has been issued or the period for issuing the authorized capital has expired.

b) Amendment of the Articles of Incorporation

Article 4, Paragraph 6 of the Articles of Incorporation shall be amended and reworded as follows:

"(6) The Management Board is authorized to increase the share capital on one or more occasions until 4 June 2029 with the consent of the Supervisory Board by up to a total of EUR 4,899,309.00 by issuing up to 4,899,309 new no-par value bearer shares in return for contributions in cash and/or in kind (authorized capital).

Shareholders shall generally be granted a subscription right. The shares may also be acquired by one or more banks or companies within the meaning of Section 186, Paragraph 5 sentence 1 of the German Stock Corporation Act (AktG) designated by the Management Board with the obligation to offer them to the shareholders for subscription (indirect subscription right).

However, the Management Board is authorized, with the consent of the Supervisory Board, to disapply shareholders' subscription rights

  • to exclude fractional amounts from shareholders' subscription rights;

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

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  • if the new shares are issued for cash contributions and the issue price of the new shares is not significantly lower than the market price of the shares already listed on the stock exchange at the time of the final determination of the issue price. The total number of shares issued without subscription rights may not exceed 10% of the share capital, neither at the time this authorization becomes effective nor at the time it is exercised. Other shares issued or sold without subscription rights during the term of this authorization in direct or analogous application of Section 186, Paragraph 3 sentence 4 of the German Stock Corporation Act (AktG) must be counted towards the maximum limit of 10% of the share capital. Shares to be issued to service warrant and/or conversion rights and/or obligations arising from convertible bonds, convertible participation certificates, bonds with warrants or participation certificates with warrants must also be counted if such bonds or participation certificates were issued without subscription rights during the term of this authorization in analogous application of Section 186, Paragraph 3 sentence 4 of the German Stock Corporation Act (AktG);
  • if the capital increase in return for contributions in kind is made for the purpose of acquiring companies, parts of companies, equity in companies, other assets in connection with an acquisition project or as part of business combinations, or for the purpose of acquiring industrial property rights, including copyrights and know-how, or rights to use such rights;
  • to the extent necessary to grant warrant or conversion rights to bearers - and/or impose warrant or conversion obligations on creditors - of convertible bonds or bonds with warrants issued or to be issued by the company or companies in which the company directly or indirectly holds a 100% interest, a right to subscribe for new shares to the extent to which they would be entitled after exercising the warrant or conversion rights or after fulfilling the warrant or conversion obligations;
  • if the new shares are issued to individuals who are in an employment relationship with the company or one of its affiliates. The total number of shares issued without subscription rights may not exceed a pro rata amount of the share capital totaling EUR 200,000.00.

The authorization to disapply shareholders' subscription rights is in any case limited to the extent that, after the authorization has been exercised, the total number of shares issued without shareholders' subscription rights in return for contributions in cash and/or in kind under this authorized capital may not exceed 10% of the share capital, neither at the time this authorization becomes effective nor at the time it is exercised. The above 10% limit includes the following:

  • own shares without subscription rights sold during the term of this authorization,
  • new shares to be issued on the basis of convertible bonds, convertible participation certificates, bonds with warrants or participation certificates with warrants that were issued without subscription rights during the term of this authorization and

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

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  • new shares issued without subscription rights on the basis of any other authorized capital during the term of this authorization.

The 10% limit does not, however, include shares that are to be issued to service subscription rights from a performance stock option plan offered by the company to members of the Management Board, employees of the company and employees and members of the management of affiliated companies.

The Management Board is authorized, with the consent of the Supervisory Board, to determine the content of the share rights, the further details of the capital increase and the conditions of the share issue, in particular the issue price.

The Supervisory Board is authorized to amend the wording of the Articles of Incorporation after all of the authorized capital has been issued or the period for issuing the authorized capital has expired.

The Management Board's written report pursuant to Section 203, Paragraph 2 sentence 2 of the German Stock Corporation Act (AktG) in conjunction with Section 186, Paragraph 4 sentence 2 of the German Stock Corporation Act (AktG) on the reasons for authorizing the Management Board to disapply shareholders' subscription rights when using authorized capital is available on the company's website at

https://www.lpkf.com/en/investor-relations/annual-general-meeting/

from the time the Annual General Meeting is convened.

Please note that the company will not have any further authorized or contingent capital in addition to the authorized capital proposed above and the contingent capital proposed under agenda items 9, 10 and 11. Based on the resolution of the Annual General Meeting on 4 June 2020, there is an authorization to acquire own shares of up to EUR 1,959,723.00 until 3 June 2025. Own shares acquired on the basis of this authorization can be sold to the same extent without granting shareholders subscription rights. Own shares sold without subscription rights during the term of the new authorized capital would count towards the above capital limit for disapplications of subscription rights of 10% of the new authorized capital unless they are to be used to service subscription rights from a performance stock option plan offered by the company to members of the Management Board, employees of the company and employees and members of the management of affiliated companies.

9. RESOLUTION REGARDING THE CREATION OF AN AUTHORIZATION TO ISSUE WARRANT BONDS AND/OR CONVERTIBLE BONDS WITH THE OPTION TO DISAPPLY SUBSCRIPTION RIGHTS, THE CANCELLATION OF CONTINGENT CAPITAL 2021/I AND THE CREATION OF CONTINGENT

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

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CAPITAL 2024/I AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF INCORPORATION

The Annual General Meeting on 20 May 2021 authorized the Management Board, with the consent of the Supervisory Board, to issue registered or bearer warrant bonds and/or convertible bonds (collectively the "bonds") with a total nominal value of up to EUR 200,000,000.00 on one or more occasions until 19 May 2024 and to grant the bearers of the bonds warrant and/or conversion rights and impose on the creditors of the bonds warrant and/or conversion obligations for no-par value bearer shares of the company representing a pro rata amount of the share capital of up to EUR 4,899,309.00 in accordance with the terms and conditions of the bonds. Contingent Capital 2021/I of up to EUR 4,899,309.00 was created to secure warrant and/or conversion rights or warrant and/or conversion obligations from bonds issued on the basis of the existing authorization. No use was made of the existing authorization to issue bonds. The Contingent Capital 2021/I and the existing authorization to issue bonds will expire on 19 May 2024. It is proposed to adopt a new authorization to issue warrant bonds and/or convertible bonds with a total nominal value of up to EUR 200,000,000.00 with the option to disapply subscription rights. To secure the new authorization to issue bonds, it is proposed to create Contingent Capital 2024/I of up to 20% of the share capital, replacing Contingent Capital 2021/I. The option to disapply subscription rights when issuing warrant bonds and/or convertible bonds is to be limited to shares totaling 10% of the share capital, taking into account shares that are issued or sold without subscription rights on the basis of another authorization.

The Management Board and Supervisory Board propose the adoption of the following resolution:

  1. Authorization to issue warrant bonds and/or convertible bonds and to disapply subscription rights

(1) Authorization period, scope of authorization, term

The Management Board is authorized, with the consent of the Supervisory Board, to issue registered or bearer warrant bonds and/or convertible bonds (collectively the "bonds") with or without a maturity cap with a total nominal value of up to EUR 200,000,000.00 on one or more occasions until 4 June 2029 and to grant the bearers of the bonds warrant and/or conversion rights and impose on the creditors of the bonds warrant and/or conversion obligations for no-par value bearer shares of the company representing a pro rata amount of the share capital of up to EUR 4,899,309.00 in accordance with the terms and conditions of the warrant bonds and/or convertible bonds (collectively the "bond terms").

The bonds can only be issued for cash. The bonds can be issued not only in euros but also in the legal currency of an OECD country, limited to the equivalent value in euros. For the purpose of calculating the maximum total nominal value of this authorization, the nominal

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

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value of the bonds must be converted to euros on the date of the resolution to issue them if they are issued in a foreign currency.

The bonds can also be issued by Group companies domiciled in Germany or abroad in which the company holds a direct or indirect 100% equity interest. In this case, the Management Board is authorized, with the consent of the Supervisory Board, to assume the guarantee for the bonds on behalf of the company and to grant the bearers of the bonds warrant and/or conversion rights and impose on the creditors of the bonds or warrant and/or conversion obligations in respect of no-par value bearer shares of the company.

The individual issues can be subdivided into partial bonds with equal rights.

(2) Subscription right and disapplication of subscription right

The shareholders generally have a subscription right to the bonds. The statutory subscription right can also be granted to the shareholders by transferring the bonds to one or more banks or companies within the meaning of Section 186, Paragraph 5 sentence 1 of the German Stock Corporation Act (AktG) designated by the Management Board with the obligation to offer them to the shareholders for subscription (indirect subscription right). If the bonds are issued by Group companies in which the company directly or indirectly holds a 100% interest, the company must ensure that shareholders are granted subscription rights in accordance with the above sentences.

However, the Management Board is authorized, with the consent of the Supervisory Board, to disapply shareholders' subscription rights for the following purposes:

  • to exclude fractional amounts from shareholders' subscription rights;
  • if the bonds are issued for cash and the issue price of the bonds is not significantly less than the theoretical market value of the bonds as determined by accepted quantitative finance methods. The total number of shares to be issued in order to service bonds so issued without subscription rights may not exceed 10% of the share capital, neither at the time this authorization becomes effective nor at the time it is exercised. Shares issued or sold without subscription rights during the term of this authorization in direct or analogous application of Section 186, Paragraph 3 sentence 4 of the German Stock Corporation Act (AktG) must be counted towards the maximum limit of 10% of the share capital. Shares to be issued to service warrant and/or conversion rights or obligations arising from convertible bonds, convertible participation certificates, bonds with warrants or participation certificates with warrants must also be counted if such bonds or participation certificates were issued without subscription rights during the term of this authorization in analogous application of Section 186, Paragraph 3 sentence 4 of the German Stock Corporation Act (AktG);
  • to the extent necessary to grant warrant and/or conversion rights to bearers - and/or impose warrant and/or conversion obligations on creditors - of warrant bonds and/or convertible bonds, issued or to be issued by the company or Group companies in which the

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

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LPKF - Laser & Electronics AG published this content on 16 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2024 10:03:02 UTC.