Manz : Invitation / Agenda 2024

Invitation

2024 Annual General Meeting

2

Manz AG

Reutlingen

ISIN DE000A0JQ5U3

3	2024 Annual General Meeting
	Invitation

Invitation to the 2024 Annual General Meeting

We hereby invite our shareholders to the Annual General Meeting on

Tuesday, July 2, 2024, at 10:00 a.m. (CEST).

Location: FILharmonie Filderstadt

Tübinger Straße 40

70794 Filderstadt

Non-binding translation of the German original.

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Agenda overview

Agenda Overview

1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as of December 31, 2023, the management reports for Manz AG and the Group for the fiscal year 2023, and the report of the Supervisory Board for the fiscal year 2023
2. Resolution on the approval of the actions of the members of the Managing Board for the 2023 fiscal year
3. Resolution on the approval of the actions of the members of the Supervisory Board for the 2023 fiscal year
4. Resolution regarding the selection of the auditor for the individual and the consolidated financial statements for fiscal year 2024
5. Resolution on the approval of the compensation report for the fiscal year 2023
6. Resolution on the creation of new authorized capital and the amendment of the Articles of Incorporation
7. Resolution regarding the authorization to issue warrant or convertible bonds, profit-­ sharing rights or profit-sharing bonds and to form new Contingent Capital I and to make amendments to the Articles of Incorporation

Manz AG

Invitation to the 2024 Annual General Meeting

5	2024 Annual General Meeting
	Overview

Overview

with the disclosures pursuant to Section 125 of the German Stock Corporation Act (AktG) in conjunction with Article 4 and Annex Table 3 of the Implementing Regulation (EU) 2018/1212 (EU-IR)

A. Content of the notification
A 1	Clear designation	Annual General Meeting of Manz AG
	of the event	(formal information according to EU-DVO:
		28596385fd11ef11b53400505696f23c)
A 2 Type of notification	Invitation to the Annual General Meeting
		(formal information according to EU-DVO: NEWM)
B. Information on the issuer
B 1	ISIN	DE000A0JQ5U3
B 2 Name of the issuer	Manz AG
C. Information on the Annual General Meeting
C 1 Date of the Annual	Tuesday, July 2, 2024
	General Meeting	(formal information according to EU-DVO: 20240702)
C 2 Time of the Annual	10:00 (CET)
	General Meeting	(formal information according to EU-DVO: 8.00 UTC)
C 3 Type of Annual ­General	Ordinary Annual General Meeting
	Meeting	(formal information according to EU-DVO: GMET)
C 4 Location of Annual	Place of the Annual General Meeting within the meaning of
	General Meeting	the German Stock Corporation Act (AktG): FILharmonie Filder-
		stadt, Tübinger Straße 40, 70794 Filderstadt
C 5	Recording date	June 10, 2024, 24:00 (CEST)
		(formal information according to EU-DVO: 20240610)
C 6	Uniform Resource	https://www.manz.com/agm
	Locator (URL)

Further information about the invitation to the General Meeting (Blocks D through F of Table 3 in the Annex to the Implementing Regulation (EU) 2018/1212):

Further information about participating in the General Meeting (Block D), the agenda (Block E), and the defined periods for exercising other shareholder rights (Block F) can be found on the following website:

https://www.manz.com/agm

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Agenda

Agenda

1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as of December 31, 2023, the management reports for Manz AG and the Group for the fiscal year 2023, and the report of the Supervisory Board for the fiscal year 2023

The aforementioned documents also contain the explanatory reports on the disclosures pursuant to Section 289a (1), Section 315a (1) German Commercial Code (HGB). With the exception of the annual financial statement of Manz AG and the management report for Manz AG, they are included in the 2023 annual report. The 2023 annual report, the annual financial statements of Manz AG, and the management report for Manz AG, as well as the 2023 sustainability report (separate, non-financial Group report), are available at the Internet address

https://www.manz.com/agm

No resolution of the Annual General Meeting is provided for Item 1 of the agenda, because the Supervisory Board has already adopted the annual and consolidated financial statements prepared by the Managing Board.

1. Resolution on the approval of the actions of the members of the Managing Board for the 2023 fiscal year
   The Managing Board and the Supervisory Board propose that the actions of the members of the Managing Board be approved for the 2023 fiscal year.
2. Resolution on the approval of the actions of the members of the Supervisory Board for the 2023 fiscal year
   The Managing Board and Supervisory Board propose that the actions of the members of the Supervisory Board be approved for fiscal year 2023.
3. Resolution regarding the selection of the auditor for the individual and the consolidated financial statements for fiscal year 2024
   Based on the recommendation of its Audit Committee, the Supervisory Board proposes that Deloitte GmbH Wirtschaftsprüfungsgesellschaft, based in Munich, Stuttgart branch, be appointed as the auditor of the Company's annual financial statements and consoli- dated financial statements for the 2024 financial year.
   The Audit Committee has declared that its recommendation is free from undue influence by third parties pursuant to Art. 16 (2) 3 EU Statutory Audit Regulation, and that no clause of the kind referred to in Art. 16 (6) EU Statutory Audit Regulation has been imposed on it.

Manz AG

Invitation to the 2024 Annual General Meeting

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	Agenda

5. Resolution on the approval of the compensation report for the fiscal year 2023

Pursuant to Section 162 German Stock Corporation Act (AktG), a compensation report on the compensation of the members of the Managing Board and the Supervisory Board shall be prepared annually and submitted to the Annual General Meeting for approval pursuant to Section 120a (4) German Stock Corporation Act (AktG).

The compensation report for fiscal year 2023, including the auditor's report, is reproduced in the attachment to this agenda item 5 and is available on the website https://www.manz.com/agm from the time the Annual General Meeting is convened.

The Managing Board and the Supervisory Board propose that the compensation report for the fiscal year 2023 be approved.

6. Resolution on the creation of new authorized capital and the amendment of the Articles of Incorporation

A new authorized capital in the amount of 50 % of the share capital is to be created by canceling the previous authorization so that the Company can use this instrument to strengthen its equity if necessary. Going forward, the Company should be able to exclude shareholders' subscription rights in the amount of up to 20 % of the share capital when exercising the authorized capital through a capital increase against cash contributions, instead of up to 10 % of the share capital as was previously the case, if the issue price of the new shares is not significantly lower than the market price of Manz shares (so-called simplified exclusion of subscription rights). This means that use can be made of a degree of flexibility associated with the right to increase capital, which was included in the Ger- man Stock Corporation Act (AktG) by the Future Financing Act of December 11, 2023.

The Managing Board and the Supervisory Board submit the following proposals for resolution:

1. Repeal the existing authorization to increase equity capital
   The authorization of the Managing Board, based on the resolution of the Annual General Meeting on July 4, 2023 and in accordance with Section 3 (3) of the Articles of Incor- poration, to increase the share capital of the Company in the period up to July 3, 2028, with the approval of the Supervisory Board, once or in partial amounts by a total of up to EUR 4,270,143.00 by issuing a total of up to 4,270,143 new bearer shares (no-par value bearer shares) against cash or non-cash contributions (Authorised Capital 2023), is revoked.
2. Create new authorized capital

The Managing Board will be given authorization to increase the Company's capital stock, with the Supervisory Board approval, in the period until July 1, 2029, one or more times up to a total of EUR 4,271,287.00 through the issuance of up to a total of 4,271,287 new bearer shares (no-par value bearer shares) in return for cash or assets in kind (Authorized Capital 2024).

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Agenda

In principle, the new shares must be offered to shareholders for subscription. The new shares may also be assumed by banks designated by the Managing Board with the obligation to offer them to the shareholders for subscription (indirect subscription right). However, the Managing Board will be authorized, with Supervisory Board approval, to exclude shareholders' subscription rights

• in the event of a capital increase for cash consideration, if the issue amount of the new shares is not significantly less, within the meaning of Section 203 (1) and (2) and Section 186 (3) Sentence 4 German Stock Corporation Act (AktG), than the stock exchange price of shares of the Company of the same type at the time of establishment of the issue price, which is to be as close in time as possible to the time of issue of new shares. This authorization for the exclusion of the subscription right applies only to the extent that shares to be issued in the capital increase do not in total represent a proportionate amount of the capital stock of more than EUR 1,708,514.00 and overall do not comprise more than 20 % of the capital stock at the time the authorization is exercised. The pro rata amount of the share capital of shares that are issued or sold during the term of this authorization due to other authorizations in direct or analogous application of Section 186 (3), Sentence 4 German Stock Corporation Act (AktG), under exclusion of subscription rights shall be offset against this maximum amount for a subscription right exclusion;
• in the case of capital increases against contribution in kind for the acquisition of companies, parts of companies or participations in companies or other assets or for the purpose of business combinations;
• to the extent that it is necessary to give holders of warrants or convertible bonds, profit-sharing rights, or profit-sharing bonds (or combinations of these instruments) issued by the Company or direct or indirect affiliated companies of the Company a subscription right to new shares to the same extent as they would be entitled upon exercising their option or conversion right or after fulfilling their conversion obligation;
• to exclude fractional amounts from the subscription right.

The Managing Board will be authorized, with Supervisory Board approval, to determine the further details of the implementation of the capital increases from the authorized capital.

The Supervisory Board will be given authorization to amend the wording of the Articles­ of Incorporation according to the implementation of the capital increase by using ­authorized capital and after the expiration of the authorization term.

1. Amendment to the Articles of Incorporation
   Section 3 (3) of the Articles of Incorporation will be amended as follows:

"(3) The Managing Board will be given authorization to increase the Company's capital stock, with Supervisory Board approval, in the period until July 1, 2029, one or more times up to a total of EUR 4,271,287.00 through the issuance of up to a total of 4,271,287 new bearer shares (no-par value bearer shares) in return for cash or assets in kind (Authorized Capital 2024).

Manz AG

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	Agenda

In principle, the new shares must be offered to shareholders for subscription. The new shares may also be assumed by banks designated by the Managing Board with the obligation to offer them to the shareholders for subscription (indirect subscription right). However, the Managing Board is authorized, with Supervisory Board approval, to exclude shareholders' subscription rights

• in the event of a capital increase for cash consideration, if the issue amount of the new shares is not significantly less, within the meaning of Section 203 (1) and (2) and Section 186 (3) Sentence 4 German Stock Corporation Act (AktG), than the stock exchange price of shares of the Company of the same type at the time of establishment of the issue price, which is to be as close in time as possible to the time of issue of new shares. This authorization for the exclusion of the subscrip- tion right applies only to the extent that shares to be issued in the capital increase do not in total represent a proportionate amount of the capital stock of more than EUR 1,708,514.00 and overall do not comprise more than 20% of the capital stock at the time the authorization is exercised. The pro rata amount of the share capital of shares that are issued or sold during the term of this authorization due to other authorizations in direct or analogous application of Section 186 (3), Sentence 4 German Stock Corporation Act (AktG), under exclusion of subscription rights shall be offset against this maximum amount for a subscription right exclusion;
• in the case of a capital increase for contributions in kind for the purpose of acquisi- tion of companies, parts of companies, and holdings in companies of other assets or entering into mergers;
• to the extent that it is necessary to give holders of warrants or convertible bonds, profit-sharing rights, or profit-sharing bonds (or combinations of these instruments) issued by the Company or direct or indirect affiliated companies of the Company a subscription right to new shares to the same extent as they would be entitled upon exercising their option or conversion right or after fulfilling their conversion obligation;
• to exclude fractional amounts from the subscription right.

The Managing Board is authorized, with Supervisory Board approval, to determine the further details of the implementation of the capital increases based on the authorized capital.

The Supervisory Board will be given authorization to amend the wording of the Articles of Incorporation according to the implementation of the capital increase using authorized capital and after the expiration of the authorization term."

7. Resolution regarding the authorization to issue warrant or convertible bonds, profit- sharing rights or profit-sharing bonds and to form new Contingent Capital I and to make amendments to the Articles of Incorporation

The Annual General Meeting of July 2, 2019 resolved an authorization to issue warrant or convertible bonds, profit-sharing rights or profit-sharing bonds as well as Contingent

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Capital I in the amount of EUR 3,100,000.00. Because the authorization is limited through July 1, 2024, a new authorization shall be resolved to issue warrant or convertible bonds, profit-sharing rights or profit-sharing bonds and a new Contingent Capital I amounting to around 40 % of the capital stock.

The Managing Board and the Supervisory Board submit the following proposals for resolution:

1. Authorization to issue partial debentures with option or conversion rights or conversion obligations, profit-sharing rights, and profit-sharing bonds (or combinations of these instruments)
2. 1. Term of the Authorization and Nominal Amount
      The Managing Board, with Supervisory Board approval, is authorized to issue bearer warrant or convertible bonds, profit-sharing rights and/or profit-sharing bonds or a combination of these instruments (collectively referred to as "bonds"), up to a total nominal value of EUR 150 million, on one or more occasions until July 1, 2029. In addition, the Managing Board was also authorized to grant option rights to owners of warrant bonds and conversion rights to owners of convertible bonds for bearer shares of the company with a proportionate amount of capital stock totaling up to EUR 3,417,000.00, in accordance with the detailed terms and conditions of the warrant/convertible bonds.
      In addition to euros, the bonds can also be issued in the statutory currency of an OECD country - with limitation to the relevant equivalent in euros. They can also be issued by a Group company of Manz AG in the sense of Section 18 German Stock Corporation Act (AktG). For this case, the Managing Board is authorized to accept the guarantee for the bonds with the approval of the Supervisory Board, and to grant or subject the holders of warrant and/or convertible bonds to conversion rights or conversion obligations for bearer shares of Manz AG.
   2. Subscription right

The statutory subscription right is granted to shareholders in such a way that the bonds are underwritten by a financial institution or a syndicate of credit institutions with the obligation to offer them to the shareholders for subscription. If bonds are issued by a Group company of Manz AG within the meaning of Section 18 German Stock Corporation Act (AktG), the Company must ensure that the statutory subscription rights are granted to the shareholders of Manz AG accordingly.

However, the Managing Board is authorized, with the approval of the Supervisory Board, to exclude fractional amounts from shareholders' subscription rights and also to exclude subscription rights to the extent necessary to grant subscription rights to the holders of previously issued bonds with warrants or conversion rights or conversion obligations to the extent to which they would be entitled as shareholders subsequent to exercising their warrants or conversion rights or fulfilling their conversion obligations.

Manz AG

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	Agenda

The Managing Board is also authorized - with the approval of the Supervisory Board - to completely exclude shareholders' subscription rights to bonds issued with option and/or conversion rights or conversion obligations if the Managing Board, after due examination, draws the conclusion that the issue price of the bonds is not significantly lower than their hypothetical market value determined using recognized and, in particular, financial mathematical methods. This authorization to exclude subscription rights shall apply to bonds issued with option and/or conversion rights or conversion obligations with an option and/or conversion right or a conversion obligation on shares with a pro rata amount of the share capital that may not exceed 20 % of the share capital, either at the time this authorization becomes effective or - if this value is lower - at the time this authorization is exer- cised. The following are counted towards the aforementioned twenty percent limit

• new shares issued from authorized capital with the exclusion of subscription rights in accordance with Section 186 (3) Sentence 4 German Stock Corporation Act (AktG) during the term of this authorization until the issue of bonds with option and/or con- version rights or conversion obligations without subscription rights in accordance with Section 186 (3) Sentence 4 German Stock Corporation Act (AktG), and
• such shares that are acquired on the basis of an authorization by the Annual General Meeting and sold in accordance with Section 71 (1) No. 8 Sentence 5 German Stock Corporation Act (AktG) in conjunction with Section 186 (3) Sentence 4 German Stock Corporation Act (AktG) during the term of this authorization until the bonds with option and/or conversion rights or conversion obligations are issued without subscription rights in accordance with Section 186 (3) Sentence 4 German Stock Corporation Act (AktG).

Insofar as profit participation rights or participating bonds without option rights or conversion rights/obligations are issued, the Managing Board shall be authorized - with the approval of the Supervisory Board - to exclude shareholders' subscription rights altogether if these profit participation rights or participating bonds have bond- like features, i.e. do not establish any membership rights in the Company, do not grant any participation in liquidation proceeds and the amount of interest is not calculated on the basis of the amount of the net profit for the year, the net retained profits or the dividend. In this case, the interest rate and the issue amount of the profit participation rights or participating bonds must also correspond to the current market conditions at the time of issue.

(3) Option rights

If warrant bonds are issued, one or more subscription warrants will be attached to each partial debenture which entitle the holder to purchase bearer shares in Manz AG according to the specific option conditions to be established by the Managing Board. For warrant bonds denominated in euros issued by Manz AG or a Group company, the option conditions may require that the option price can also be fulfilled through partial debentures and if necessary through cash supplementary payment. The proportionate amount of capital stock attributed to the shares to be purchased for the respective partial debenture may not exceed the nominal amount

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of the partial­ debenture. If there are fractional shares, it can be stipulated that these fractions may be added together to purchase whole shares according to the option or bond terms, with an additional payment if necessary. The same applies if profit- sharing rights or profit-sharing bonds are attached to a subscription warrant.

(4) Conversion rights

If convertible bonds are issued, the holders shall receive the irrevocable right to convert their bonds to bearer shares in Manz AG according to the convertible bond terms and conditions established by the Managing Board. The conversion ratio shall be determined by dividing the nominal amount by the set conversion price for a share in the Company, and can be rounded up or down to a whole number; in addi- tion, an additional payment to be made in cash and a combination or compensation for non-convertible fractions may be established. The same applies if the conversion right relates to a profit-sharing right or profit-sharing bond.

(5) Options or Conversion Price

If bonds are issued that grant an option or conversion right or establish a conversion obligation, the option or conversion price may not be less than 80 % of the price of the Company share in Xetra trading (or a relevant subsequent system) on the Frankfurt stock exchange. The average share price of Manz AG, weighted by volume, on the ten trading days before the final decision by the Managing Board regarding submitting an offer to subscribe the bonds to shareholders or declare acceptance by the Company after a request for a public offering, excluding a subscription right, is decisive. If bonds are issued that include a conversion obligation, the conversion price can be at least the aforementioned minimum price or the volume-weighted average price of shares in Manz AG in Xetra trading (or a relevant subsequent sys- tem) on the Frankfurt Stock Exchange on the ten trading days before or after the final maturity of the bonds, even if this average rate is below the aforementioned minimum price. Section 9 (1) German Stock Corporation Act (AktG) and Section 199

(2) German Stock Corporation Act (AktG) shall remain unaffected.

For bonds associated with option or conversion rights or conversion obligations, the option or conversion price can be adjusted, preserving its value regardless of Section 9 (1) German Stock Corporation Act (AktG) in case of the economic dilution of the value of the option or conversion rights or conversion obligation according to the provisions of the bond, insofar as the adjustment is not regulated by law. This also applies, in particular, in case of a capital increase or decrease or dividend payment to company shareholders. Furthermore, if control is assumed by a third party, the option or conversion price may be adjusted in line with market conditions or the term may be shortened.

1. Other regulations, including conversion obligation
   The bond terms and conditions can provide for a right for the Company to not issue new shares, but rather pay a sum of money if option is exercised or conversion is carried out. The bond terms and conditions can also provide that the option or

Manz AG

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convertible bonds can be converted into existing shares in the Company or another company instead of into new shares from contingent capital, or that the option right can be fulfilled through the delivery of such shares.

The bond terms and conditions can also provide for a conversion obligation at the end of the term (or at another point) or the right of the Company to grant bond creditors shares in the Company or another publicly traded company instead of paying the amount of money due upon maturity of the bonds associated with an option or conversion right (this also includes maturity due to termination).

The proportionate amount of capital stock for the shares to be issued if the option is exercised or conversion is carried out may not exceed the nominal amount of the bond. Section 9 (1) in conjunction with Section 199 (2) German Stock Corporation Act (AktG) must be observed.

With the approval of the Supervisory Board, the Managing Board is entitled to determine further details on issuing and features of bonds, in particular the interest rate, issue price, term and denomination, dilution protection provisions and the option or conversion period or establish these in coordination with the bodies of the Manz AG Group company issuing the option or convertible bonds.

1. Cancellation of the existing Contingent Capital I and formation of a new Contingent Capital I

(1) Cancellation of the Existing Contingent Capital I

The Contingent Capital I resolved by the Annual General Meeting on Tuesday, July 2, 2019 under agenda item 5 pursuant to Section 3 (4) of the Articles of Incorporation in the amount of EUR 3,100,000.00 is canceled.

(2) Formation of a New Contingent Capital I

The capital stock is conditionally increased by up to EUR 3,417,000.00 through the issue of up to 3,417,000 new, no-par value bearer shares (Contingent Capital I). The conditional capital increase serves to grant no-par value bearer shares to the holders of bonds with warrants or convertible bonds, profit participation rights or participating bonds (or combinations of these instruments), each with option or conversion rights or conversion obligations, which are issued by the Company or a Group company of the Company within the meaning of Section 18 German Stock Corporation Act (AktG) until 1 July 2029 on the basis of the authorisation resolved by the Annual General Meeting on 2 July 2024 under agenda item 7. The new shares are issued at the option or conversion price to be determined in each case in accordance with the authorization resolution described above.

The contingent capital increase shall only be carried out if option or conversion rights are used or if holders of bonds obligated to conversion fulfill their conversion obligation and insofar as cash compensation is not granted or the Company's own shares or shares in another publicly traded company are used for servicing. The

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new shares issued due to the exercise of the option or conversion right or to fulfill the conversion obligation shall participate in profits from the beginning of the fiscal year in which they come into being.

The Managing Board is authorized, with Supervisory Board approval, to establish the further details of the execution of the contingent capital increase.

1. Amendment to the Articles of Incorporation
   Section 3 (4) of the Articles of Incorporation is revised as follows:

"(4) The capital stock is conditionally increased by up to EUR 3,417,000.00 through the issue of up to 3,417,000 no-par value bearer shares (Contingent Capital I). The contingent capital increase will only be carried out to the extent that the holders of option or conversion rights or those obliged to convert from warrant or convertible bonds, profit participation rights or participating bonds issued by the Company or a Group company within the meaning of Section 18 German Stock Corporation Act (AktG) on the basis of issued or guaranteed at the annual general meeting on July 2, 2024 under agenda point 7, exercise their option or conversion rights or, if they are required to convert, fulfill their obligation to con- vert, unless a cash settlement is granted or treasury shares or shares of another listed company. The new shares are issued at the option or conversion price to be determined in each case in accordance with the authorization resolution described above. The new shares are to participate in profit from the beginning of the financial year in which they are created on the basis of the exercise of options or conversion rights or of the fulfillment of conversion obligations. The Managing Board is authorized, with Supervisory Board approval, to establish the further details of the execution of the contingent capital increase."

1. Authorization to adjust the version of the Articles of Incorporation
   The Supervisory Board is authorized to adjust the version of the Articles of Incorporation according to the respective issue of subscription shares and to make all other associ- ated adjustments to the Articles of Incorporation that only relate to the version. The same applies if the authorization to issue option or convertible bonds, profit-sharing rights or profit-sharing bonds is not used after the end of the authorization period, or if the Contingent Capital I is not used after the end of the terms for exercising option or conversion rights or for fulfilling conversion obligations.

Manz AG

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	Information and reports on agenda items

Information and reports on agenda items

Annex to agenda item 5:

Compensation report for the fiscal year 2023

Compensation Report 2023 of Manz AG

Preamble

The Compensation Report explains the main features of the compensation system for the members of the Managing Board and Supervisory Board, as well as the amount of individual compensation received or granted to the members of Manz AG's executive bodies in the 2023 reporting year. The report complies with the statutory requirements of Section 162 German Stock Corporation Act (AktG) and the recommendations of the German Corporate Governance Code as amended on April 28, 2022. In preparing the Compensation ­Report, the Managing Board and Supervisory Board of Manz AG have attached importance to clear, comprehensible, and transparent reporting. The Compensation Report was audited by the auditors in accordance with Section 162 (3) Sentences 1 and 2 German Stock Corporation Act (AktG).

1. Review of the 2023 fiscal year from a compensation perspective

1. Performance in fiscal year 2023
   In the 2023 fiscal year, our markets and customer behavior were influenced to a significant extent by factors that we were either unable to influence, or only to a limited extent. A deteriorating global economic outlook, delays in individual project progress, rapidly rising interest rates and political and economic uncertainties, which have led to our customers - particularly in the Mobility & Battery Solutions segment - being reluctant to invest and postponing new investments, are reflected in what we consider to be an unsatisfactory overall sales and earnings performance. Although the Company has performed respectably in a difficult environment, we know that Manz can do more.
   In the 2023 fiscal year, Manz AG generated consolidated revenues of EUR 249.2
   million­ (previous year: EUR 251.0 million). Earnings before interest, taxes, deprecia- tion amortization (EBITDA) amounted to EUR 14.6 million, above the previous year's figure of EUR 8.0 million.. At 5.5 %, the EBITDA margin in relation to total perfor-

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Information and reports on agenda items

mance was up on the previous year's figure of 2.8 %. The previous year's figure is mainly due to the impairment loss on a contract asset. Earnings before interest and taxes (EBIT) amounted to EUR 2.9 million (previous year: -EUR 4.2 million). The EBIT margin based on total operating performance was 1.1 % (previous year: -1.5 %). After deduction of taxes on income, the consolidated result was -EUR 2.4 million (previous year: -EUR 12.1 million). Based on a weighted average of 8,541,621 shares, this resulted in basic earnings per share of -EUR 0.28 (previous year: basic earnings per share of -EUR 1.42 based on 8,082,499 shares). Further information on the analysis of the Group's results of operations, net assets and financial position can be found on pages 43 et seq. of the Annual Report (Group management report).

The Manz AG share started the 2023 stock market year at an opening price of EUR 20.55 (Xetra) (year-end Xetra price on December 30, 2022: EUR 21.15). Following a robustly positive share price development in the first few weeks of the year, our share price fluctuated within a range of EUR 21.00 to EUR 25.00 (Xetra) until the end of April without any clear direction. The high for the year was reached on April 25 at EUR 25.75 (Xetra). In the months that ensued, the increasing uncertainty ­regarding future economic developments had a disproportionate impact on the Manz share price. Accordingly, the share price fell to its annual low of EUR 8.21 (Xetra), which was reached on November 1, 2023. The share price received some tailwind from the publication of the good business figures for the first nine months of 2023, which were published at the beginning of November, resulting in a closing price of EUR 12.40 (Xetra) on December 29, 2023. However, this still corresponds to a decline of 41.4 % compared to the 2022 year-end price. Based on the total number of shares of 8,542,574, market capitalization at the end of the reporting period stood, therefore, at approximately EUR 105.9 million. It should be noted that the ­total number of shares increased by 2,288 shares compared to the prior year due to the issue of subscription shares.

1. Composition of the Managing Board and Supervisory Board
   In the 2023 reporting year, the Managing Board consisted of Martin Drasch (Chair- man) and Manfred Hochleitner (Chief Financial Officer). On December 20, 2022, Mr. Martin Drasch was reappointed as a member of the Managing Board for a new term of five years from August 1, 2023 to July 31, 2028.
   There were no changes in the composition of the Supervisory Board in the reporting year 2023. In the reporting year 2023, the Supervisory Board consisted of Prof. Dr. Heiko Aurenz (Chairman), Dieter Manz (Deputy Chairman), Prof. Dr.-Ing. Michael Powalla and Dr. Zhiming Xu.

Manz AG

Invitation to the 2024 Annual General Meeting

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	Information and reports on agenda items

1. Compensation of the members of the Managing Board

1. The compensation system at a glance
   The system for compensating members of the Managing Board of Manz AG was resolved by the Supervisory Board on May 6, 2021, on the recommendation of its Economic Committee, and approved by the Annual General Meeting on July 7, 2021, with a majority of 98.93 %. It continues to comply with the requirements of the
   German­ Stock Corporation Act (AktG) and also takes into account the recommenda- tions of the German Corporate Governance Code (GCGC) in the latest version dated April 28, 2022.
   The Managing Board compensation system approved by the Annual General
   Meeting­ is available on the Company's website under https://www.manz.com/en/investor-relations/corporate-governance/compensation/
   Manz AG's goal is to achieve a sustained increase in competitiveness with earnings- oriented growth. The Managing Board compensation system is closely linked to this strategy, and plays an important part in helping us achieve the corporate objectives de-scribed here. Based on this, the aim of the compensation system is to compen- sate the members of the Managing Board commensurately according to their area of activity and responsibility, taking into account not only the personal performance of each respective Managing Board member, but also the Company's overall situa- tion and business success.
   Integrating the main management indicators of Manz AG into the Managing Board compensation incentivizes increasing earning power and profitability, as well as the long-term financing power and appreciation in value of Manz AG. Furthermore, it should also incentivize performance that contributes to the strategic, technical and structural development of Manz AG. Therefore, non-financial factors, in particular from the environment, social & governance areas - "ESG" - also play an important role in Managing Board compensation. The objective is to unite the interests of the Managing Board and shareholders with other stakeholders as well.
   The compensation paid to members of the Manz AG Managing Board consists of fixed and variable components. Non performance-related components as fixed compensation components include the annual salary, benefits, and company pen- sion plan. Performance-related components as variable components include short- term incentives (STI) and long-term incentives (LTI).

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Information and reports on agenda items

The following table shows an overview of the compensation components as well as the parameters and bases on which they are calculated:

Fixed compensation (non performance-related components)

Fixed salary	Monthly wages
	Expected employer contribution to social insurance
	Payment in cash
Fringe benefits	Private use of company car
	Insurance (D&O insurance, accident insurance)
Company pension plan	Contributions to the provident fund

Variable compensation (performance-related components)

Short-term incentives (STI): Annual cash bonus

Type	Annual target bonus with financial performance criteria
Performance criteria	EBIT margin
Performance period	one year
Limit	160 % of annual fixed salary
Payment	Annually in cash after approval of the consolidated financial statement
Short-term incentives (STI): Non-financial STI
Type	Annual target bonus with non-financial performance criteria
Performance criteria	Objectives related to strategic, technical and structural development,
	­including ESG criteria according to annual individual targets
Performance period	one year
Limit	30 % of annual fixed salary
Payment	Annually in cash after determination of the amount to be paid out
Long-term incentives (LTI): Manz Performance Share Plan
Type	Performance Share Plan (share purchasing rights)
Performance criteria	EBITDA margin (50 %)
	Development in corporate value (50 %)
Performance period	Four fiscal years
Vesting period	Four years
Limit	300 % of the value of the performance shares upon allocation
Payment	After the end of the vesting period and approval of the consolidated ­ finan-
	cial statement for the fourth fiscal year, generally in shares of Manz AG
Maximum	Fixed maximum amount for each member of the Managing Board
compensation

Manz AG

Invitation to the 2024 Annual General Meeting