Technotrans : Invitation and Convention to Annual General Meeting

Annual General Meeting 2024

Invitation to the Annual

General Meeting

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

A. Specification of the message

1.	Unique identifier of the event	Annual General Meeting of technotrans SE 2024
		(Formal information pursuant to EU-IR:
		1740ad6f1598ee11b52d00505696f23c)
2.	Type of message	Notice Convening the Annual General Meeting
		(Formal information pursuant to EU-IR: NEWM)

B. Specification of the issuer

1.	ISIN	DE000A0XYGA7
2.	Name of issuer	technotrans SE

C. Specification of the meeting

1.	Date of the meeting	May 17, 2024
		(Formal information according to EU-IR: 20240517)
2.	Time of the meeting	10:00 (CEST)
		(Formal information pursuant to EU-IR: 8:00 UTC)
3.	Type of meeting	Annual General Meeting
		(Formal information pursuant to EU-IR: GMET)
4.	Location of the meeting	Messe und Congress Centrum Halle Münsterland,
		Albersloher Weg 32, 48155 Münster
5.	Technical Record Date	May 10, 2024, 24:00 (CEST)
		(Formal information pursuant to EU-IR: 20240510, 22:00 UTC)
6.	Website for the Annual General	https://www.technotrans.com/investor-relations/
annual-shareholders-meeting
	Meeting/ Uniform Resource Locator

(URL)

Further information on the convening of the Annual General Meeting (Blocks D to F of Table 3 of the Annex to Implementing Regulation (EU) 2018/1212)

Further information on participation in the Annual General Meeting (Block D), the agenda (Block

1. and details of the deadlines for exercising other shareholder rights (Block F) can be found on the following website:https://www.technotrans.com/investor-relations/annual-shareholders-meeting

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Invitation to the Annual

General Meeting

Dear Shareholders,

We hereby cordially invite you to the Annual General Meeting of technotrans SE on Friday, May 17,

2024, at 10:00 hours (CEST).

The Annual General Meeting will take place at the Messe und Congress Centrum Halle

Münsterland, Albersloher Weg 32, 48155 Münster, Germany.

technotrans increased its consolidated revenue by 10 % to a new all-	the
2023 financial year in a geopolitically and macroeconomically challenging environment. EBIT
almost matched the previous year's level at	despite temporary burdens on earnings,

particularly in the first half of 2023. technotrans has sharpened its strategic focus for the coming years and expanded its market positions. The revenue growth of 76 % in the Energy Management focus market, in which technotrans offers intelligent thermal management for rail and special vehicles, ultra-fast charging infrastructure and liquid cooling for data centers, deserves special mention.

At the Annual General Meeting, we will explain the course of business in detail, answer your questions and go into detail about the prospects for our company.

Enter into dialog with us and register to participate in the Annual General Meeting until May 10, 2024.

The agenda and further information on the proposed resolutions can be found on the following pages. Please make full use of your voting rights.

All information on the 2024 Annual General Meeting is available at the following Internet address https://www.technotrans.com/investor-relations/annual-shareholders-meeting.

The Annual Report 2023 and additional information on the business performance are available at https://www.technotrans.com/investor-relations/financial-reports.

In case of any further question, please do not hesitate to contact our Investor Relations team.

We look forward to your participation in our Annual General Meeting 2024!

For the Board of Management

Michael Finger

technotrans SE, Sassenberg | WKN: A0XYGA | ISIN: DE000A0XYGA7

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003

Agenda

Overview of the agenda

Agenda item 1

Presentation of the established Annual Financial Statements of technotrans SE as of December 31, 2023, the approved Consolidated Financial Statements as of December 31, 2023, the Combined Management Report for technotrans SE and the Group and the Report of the Supervisory Board as well as the Explanatory Report of the Board of Management, each for the 2023 financial year

Agenda item 2

Resolution on the distribution of accumulated profit

Agenda item 3

Resolution on the discharge of the Board of Management for the 2023 financial year

Agenda item 4

Resolution on the discharge of the Supervisory Board for the 2023 financial year

Agenda item 5

Election of the auditors of the Individual and Consolidated Financial Statements for the 2024 financial year

Agenda item 6

Election of the auditors for the Sustainability Report of technotrans SE and technotrans Group for the 2024 financial year

Agenda item 7

Election of new Supervisory Board members

Agenda item 7.1

Election of a new shareholder representative

Agenda item 7.2

Confirmation of the election of the new employee representatives

Agenda item 8

Resolution on the approval of the remuneration report of technotrans SE for the 2023 financial year

Agenda item 9

Resolution on new Authorized Capital of technotrans SE pursuant to Article 6 (3) of the Articles of Incorporation and the creation of new Authorized Capital (also with the option to exclude subscription rights) and corresponding amendments to Article 6 (3) of the Articles of Incorporation

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Agenda

1. Presentation of the established Annual Financial Statements of technotrans SE as of December 31, 2023, the approved Consolidated Financial Statements as of December 31, 2023, the Combined Management Report for technotrans SE and the Group and the Report of the Supervisory Board as well as the Explanatory Report of the Board of Management, each for the 2023 financial year
   The Supervisory Board has already approved the annual financial statements and the consolidated financial statements prepared by the Board of Management. The annual financial statements are thus established. The documents mentioned under this agenda item are to be submitted to the Annual General Meeting without the need for a resolution.
2. Resolution on the distribution of accumulated profit
   The Board of Management and Supervisory Board propose that the accumulated profit of 23,649,021.20 reported in the 2023 annual financial statements of technotrans SE be
   distributed as follows

per no-par value share on the dividend-bearing

4,282,752.30 Profit carried forward Retained earnings

At the time of convening the Annual General Meeting, the company does not hold any treasury shares. If the company holds treasury shares at the time of the Annual General Meeting, these are not entitled to dividends. In this case, a correspondingly modified proposal for a resolution on the appropriation of profits will be submitted to the Annual General Meeting with an

unchanged dividend

-bearing share.

The entitlement to the dividend is due on May 23, 2024 pursuant to Section 58 (4) sentence 2 of the German Stock Corporation Act ("AktG").

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005

1. Resolution on the discharge of the Board of Management for the 2023 financial year
   The Board of Management and Supervisory Board propose that discharge be granted for the members of the Board of Management for the 2023 financial.
2. Resolution on the discharge of the Supervisory Board for the 2023 financial year
   The Board of Management and Supervisory Board propose that discharge be granted for the members of the Supervisory Board for the 2023 financial year.
3. Election of the auditors of the Individual and Consolidated Financial Statements for the 2024 financial year
   Based on the recommendation of the Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Osnabrück, be appointed as auditors for the Individual and Consolidated Financial Statements for the 2024 financial year.
   In its recommendation pursuant to Art. 17 (2) subparagraph 3 of the EU Statutory Audit Regulation (Regulation (EU) No. 537/2014 of the European Parliament and of the Council of March 16, 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC), the Audit Committee declared that it is free from undue influence by third parties and does not impose a clause of the type referred to in Art. 16 (6) of the EU Statutory Audit Regulation restricting the selection options of the Annual General Meeting.
4. Election of the auditors for the Sustainability Report of technotrans SE and technotrans Group for the 2024 financial year
   According to the Corporate Sustainability Reporting Directive ("CSRD"), which came into force on January 5, 2023, large capital market-oriented companies with more than 500 employees must already add a (group) sustainability report to their (group) management report for financial years beginning after December 31, 2023, which must be audited externally by the auditor or - at the option of the respective Member State - another (financial statement) auditor or an independent provider of assurance services. This means that companies like technotrans SE, which are already subject to non-financial reporting within the meaning of Sections 289b (1) and 315 (1) HGB must prepare a sustainability report for the company and the

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Group for the first time for the 2024 financial year and have it audited externally.

The EU member states must transpose the CSRD into national law by July 6, 2024. It can therefore be assumed that the German legislator will pass a law to transpose the CSRD into German law ("CSRD Transposition Act") and that the CSRD Transposition Act will enter into force by the end of the transposition period. A corresponding draft bill was published on March 22, 2024. Among other things, this draft bill provides for the appointment of the auditor of the sustainability report by the Annual General Meeting in addition to the appointment of the auditor of the financial statements in Section 119 (1) no. 5 AktG (new version). However, it remains to be seen whether the draft bill will be implemented in this exact form and when this will be the case.

The Supervisory Board therefore proposes - based on the recommendation of the Audit Committee - that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Osnabrück, be appointed as the auditor of the sustainability report of the company and the Group for the 2024 financial year with effect from the entry into force of the CSRD Implementation Act. The resolution will only be implemented if, in accordance with the CSRD Implementation Act, a sustainability report to be prepared for the financial year is to be audited externally by an auditor to be appointed by the Annual General Meeting.

In its recommendation pursuant to Article 17 (2) subparagraph 3 of the EU Statutory Audit Regulation (Regulation (EU) No. 537/2014 of the European Parliament and of the Council of March 16, 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC), the Audit Committee declared that it is free from undue influence by third parties and does not impose a clause of the type referred to in Article 16 (6) of the EU Statutory Audit Regulation restricting the selection options of the Annual General Meeting.

7. Election of new Supervisory Board members

Mr. Sebastian Reppegather has resigned from office as a member of the Supervisory Board for personal reasons with effect from August 31, 2023 and left the Supervisory Board of technotrans SE as a shareholder representative on the said date. As a result, the Board of Management and the Chairman of the Supervisory Board applied to the court for the appointment of a Supervisory Board member.

By resolution dated September 29, 2023, the Local Court of Münster temporarily appointed Mr.

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Florian Herger as a new member of the Supervisory Board of technotrans SE until the end of the next Annual General Meeting following the court appointment. The seat of the shareholder representatives on the Supervisory Board that will become vacant at the end of the 2024 Annual General Meeting is therefore to be newly elected.

In addition, the term of office of the employee representatives on the Supervisory Board ends at this year's Annual General Meeting. In accordance with the provisions of the Involvement Agreement and the Articles of Incorporation, employee representatives on the Supervisory Board are to be appointed by the Annual General Meeting on the basis of employee proposals, whereby the Annual General Meeting is bound by the proposals of the employees. A corresponding election by the employees to determine the nominations has already taken place.

For this reason, a resolution on appointments to the Supervisory Board is required at this year's Annual General Meeting.

In accordance with Article 12 of the Articles of Incorporation, the provisions of the Employee Involvement Agreement between the company and its employees and the statutory provisions of the SE Council Regulation, the SEAG and the SEBG, the Supervisory Board of technotrans SE comprises six members, four of whom are shareholder representatives and two of whom are employee representatives. All members of the Supervisory Board are appointed by the Annual General Meeting. The employee representatives on the Supervisory Board are appointed by the Annual General Meeting on the basis of employee proposals. The Annual General Meeting is bound by the proposals for the appointment of the employee representatives. Otherwise, the Annual General Meeting is not bound by election proposals.

7.1. Election of a new shareholder representative

In line with the objectives, they set themselves, the Nomination Committee and the Supervisory Board have been working intensively on the current replacement. This should be forward- looking and expand the professional expertise, diversity and experience of the entire Board. In their proposal, the Nomination Committee and the complete Supervisory Board have taken into account the provisions of Sections 100 (5) and 107 (4) sentence 3 of the German Stock Corporation Act (AktG) regarding the requirements for the composition of the full Supervisory Board and the Audit Committee. Furthermore, the proposal applies the recommendation of the German Corporate Governance Code to take the ownership structure into account when making appointments. Furthermore, in the opinion of the Supervisory Board, the election should be medium-term and, in accordance with Section 12 para. 2 sentence 3 last half- sentence of the Articles of Incorporation, be for the period until the end of the Annual General

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Meeting that resolves on the discharge of the Supervisory Board member for the fourth financial year after the start of the term of office, not including the financial year in which the term of office begins. An election in accordance with these standards will therefore take place until the end of the Annual General Meeting in 2029.

On the basis of the proposal of the Nomination Committee, the Supervisory Board proposes that Mr. Florian Herger be elected to the Supervisory Board of technotrans SE. Mr. Herger is to be elected for the period until the end of the Annual General Meeting that resolves on the discharge for the fourth financial year after the start of the term of office, not including the financial year in which the term of office begins. In this respect, the election is for the period until the end of the Annual General Meeting in 2029.

Personal details in accordance with the German Stock Corporation Act and GCGC

Curriculum vitae

Florian Herger

Personal details
Profession:	Diploma in business administration
Resident in:	Frankfurt am Main
Born:	1981
Nationality:	German

Mandates and significant activities

1. Mandates in statutory supervisory boards in Germany - Nexus AG
2. Mandates in comparable domestic and foreign supervisory bodies of commercial enterprises

• none

3. Significant activities in addition to the Supervisory Board mandate - Principal at Luxempart S.A., Leudelange, Luxembourg

Professional career

since 2022 Principal for listed investments at Luxempart S.A.,

Leudelange, Luxembourg, in this function since 2022 Supervisory Board member of the listed Nexus AG

2020 -2022

Senior Director Corporate Strategy at adidas AG, Herzogenaurach

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2014 - 2020	Investment Professional at Triton Beratungsgesellschaft GmbH,
	Frankfurt am Main
2010 - 2014	Senior Manager at Bain & Company Switzerland, Inc., Zurich
2006 - 2010	Investment Manager at Aequitas GmbH (subsidiary of Allianz SE and
	today part of Allianz Global Investors GmbH), Munich
Education
2022	Academy for Advisory and Supervisory Boards GmbH (cooperation
	partner of Deutsche Börse AG),
	Seminar series "The Qualified Supervisory Board"
Since 2010	CFA charterholder, CFA (Chartered Financial Analyst) Institute
2004 - 2005	University of Dayton, Ohio (USA),
	Master of Business Administration
2001 - 2006	University of Augsburg, Business Administration (focus: Auditing &
	Controlling, Finance and Banking) with degree: Dipl.-Kaufmann Univ.

Relevant knowledge, skills and experience

Florian Herger has expertise in the field of accounting and is very familiar with the company's sector. He complements the Supervisory Board with his knowledge as a financial expert within the meaning of Section 100 (5) AktG.

Mr. Herger has many years of international experience in the areas of entrepreneurial investments in listed companies, M&A and private equity as well as strategic corporate development. In doing so, Mr. Herger was able to gain extensive knowledge from different perspectives on a company, as he advised companies on operational and strategic issues with Bain & Company, helped shape the internal development of the company at adidas and as an investor, accompanied and helped develop companies from the owner's perspective.

Functionally, Mr. Herger has profound expertise in the areas of finance, strategy, M&A and in external as well as internal accounting, which he has gained over the course of his career in an international context. In his many years as a financial analyst, he was also constantly involved in evaluating and analyzing of corporate accounting.

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