Grammer : Further explanation of shareholders' rights

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(Bundesanzeiger) and forwarded for publication to such media that can safely be assumed to disseminate such information throughout the European Union.

In addition, they are communicated to the shareholders and published on the Company's website at

https://www.grammer.com/investor-relations/hauptversammlung/

and shareholders will be made aware of them. Shareholders connected to the Virtual Annual General Meeting electronically may also submit motions and nominations during the Annual General Meeting without prior transmission. A more detailed explanation of the procedure provided for this can be found in the section "Right to speak (sections 118a (1) sentence 2 no. 7, 130a (5) and (6) AktG), right to information (sections 118a (1) sentence 2 no. 4, 131 AktG) and right to propose motions (section 118a (1) sentence 2 no. 3 AktG) at the Annual General Meeting".

The provisions of AktG on which the underlying rights of the shareholders are based are worded as follows:

Section 122 AktG (excerpt):

Convening the Meeting at the request of a minority

1. The Annual General Meeting is to be convened whenever shareholders whose shares collectively reach a twentieth of the capital stock call for convocation in writing, indicating the purpose and reasons therefor; the petition is to be addressed to the Executive Board. The Articles of Incorporation can tie the convocation of the Annual General Meeting to some other form and to possession of a smaller share of the capital stock. Petitioners are required to prove that they have held the shares for at least 90 days prior to the date of receipt of the petition and that they shall hold the shares until such time as a resolution has been adopted by the Executive Board on the application. Section 121 (7) is to be applied accordingly.
2. In the same way, shareholders whose shares collectively reach a twentieth of the capital stock or the pro-rated amount of 500,000 euros can call for items to be placed on the agenda and published. Each new item must be accompanied by justification or a draft resolution. The petition as contemplated by sentence 1 must be received by the Company no later than 24 days (listed companies: at least 30 days) prior to the Meeting; the day of receipt is not to be included.

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Section 121 AktG (excerpt):

General

1. For periods and deadlines counted backwards from the date of the Meeting, that particular day is not to be included. Postponement from a Sunday, Saturday or a public holiday to a prior or subsequent working day will not be taken into consideration. Sections 187 to 193 of the German Civil Code (Bürgerliches Gesetzbuch - BGB) are not to be applied by analogy. In the case of non-listed companies, the Articles of Incorporation may determine some other calculation of the period in question.

Section 70 AktG:

Shareholding period calculation

If the exercise of rights derived from shares depends on the shareholder having held the shares during a certain period of time, then ownership is equivalent to a claim for transfer thereof against a credit institution, financial service providing institution or an enterprise trading pursuant to Section 53 (1) sentence 1 or Section 53b (1) sentence 1 or (7) of the German Banking Act. The period of ownership of a predecessor-in-title is assigned to the shareholder if the latter acquired the share non-gratuitously, from his or her trustee, as a universal successor-in-title, on dissolution of a community or transfer of a portfolio pursuant to Section 13 of the [German] Insurance Supervision Act or Section 14 of the Building Societies Act (Gesetz über Bausparkassen).

2. Countermotions and/or election proposals (Sections 126 (1), 127 AktG)

Each shareholder is entitled to send countermotions and election proposals to the Company prior to the Annual Virtual General Meeting pursuant to Sections 126 (1), 127 AktG. The Company will publish countermotions and election proposals on the Company's website provided the statutory requirements for this have been met.

Should any countermotions or election proposals be made accessible in advance by the Company pursuant to Sections 126, 127 AktG, they must be sent no later than 14 days prior to the Annual Virtual General Meeting, i.e. by May 20, 2024, 24:00h (CEST), to the following address:

GRAMMER AG

- Hauptversammlung - Grammer-Allee 2

92289 Ursensollen E-Mail: hv@grammer.com

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Any countermotions and election proposals otherwise addressed will not be taken into consideration.

Furthermore, under certain further preconditions detailed in Sections 126 and 127 AktG, the Company may dispense the need to make information accessible, either wholly or in part, or it may consolidate or summarize countermotions, election proposals and the reasons for these. Justification is not necessary at any rate in the case of an election proposal. Information is to be made accessible, including the name of the shareholder, justification to be made accessible, mandatory disclosures pursuant to Section 127 (4) AktG and a possible statement from Management on the Company's website at

https://www.grammer.com/investor-relations/hauptversammlung/

Countermotions and election proposals are only deemed to have been made if they are submitted during the general meeting. The right of each shareholder to submit countermotions and election proposals on the various agenda items during the general meeting, even without prior and timely submission to the company, shall remain unaffected.

The provisions of AktG on which these shareholders' rights are based are worded as follows:

Section 126 AktG

Motions by shareholders

1. Motions by shareholders, including the name of the shareholder, the reasons and a possible statement from Management are to be made accessible to the authorized persons specified in Section 125 (1) to (3) under the relevant prerequisites if the shareholder sent a countermotion to a proposal tabled by the Executive Board or Supervisory Board on a certain item of the agenda at least 14 days prior to the Meeting of the Company along with the relevant reasons to the address stipulated to this end in the notice convening the Meeting. The day of receipt is not to be included in this regard. For listed companies, the relevant information must be made accessible via the Company's website. Section 125 (3) applies accordingly.
2. A countermotion and reasons therefore do not need to be made accessible

1. if the Executive Board would incur criminal liability in making the information accessible,
2. if the countermotion would lead to a resolution being adopted at the Annual General

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Meeting that would be unlawful or contrary to the Articles of Incorporation,

1. if the reasons obviously contain incorrect or misleading information with regard to material items or if they contain any insults,
2. if a countermotion by the shareholder based on the same facts and circumstances regarding an Annual General Meeting of the Company has already been made accessible as contemplated by Section 125,
3. if the same countermotion filed by the shareholder has already been made accessible according to Section 125 for more or less the same reasons prior to at least two General Meetings in the past five years and less than a twentieth of the capital stock represented voted for it,
4. if the shareholder indicates that he or she will not attend the Annual General Meeting, not even by proxy, or
5. if the shareholder failed to file a countermotion communicated at two Annual General Meetings in the last two years or failed to have such countermotion filed. The reasons do not need to be made accessible if they amount to a total of more than 5,000 characters.

1. If multiple shareholders file countermotions on the same item of the resolution to be adopted, then the Executive Board may consolidate or summarize the countermotions and the reasons to substantiate them.

Section 127 AktG:

Election proposals by shareholders

Section 126 applies mutatis mutandis to proposals by a shareholder for the election of Supervisory Board members or auditors of financial statements. The election proposal does not need to be justified. The Executive Board does not need to make the election proposal accessible even if it does not contain the disclosures listed in Section 124 (3) sentence 4 and Section 125 (1) sentence 5. The Executive Board must provide the proposal by a shareholder for the election of Supervisory Board members of listed companies to which the Co-determination Act, the Co-determination Act for the Coal

• Steel Industry or the Supplementary Co-determination Act is applicable with the following content:

1. reference to the requirements of Section 96 (2),
2. indication whether an objection was raised to overall performance under Section 96
   (2) sentence 3, and
3. an indication of how many seats on the Supervisory Board need to be filled by

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women and men, respectively, in order to fulfill the minimum representation quota under Section 96 (2) sentence 1.

Section 124 (3) sentence 4 AktG (excerpt)

Announcement of supplementary petitions; proposals for resolutions to be adopted

The proposal for election of Supervisory Board members or auditors must contain their names, exercised profession and place of residence.

Section 125 (1) sentence 5 AktG:

Notifications for shareholders and to Supervisory Board members

For listed companies, when submitting a proposal for election of Supervisory Board members information must be submitted on their membership of other supervisory boards required to be set up by law; information on their membership of similar domestic and foreign control bodies of business enterprises are to be attached.

3. Right to submit statements (section 118a(1) sentence 2 no. 6 and section 130a(1) to

(4) AktG)

Shareholders who have registered properly for the Annual General Meeting and provided evidence of their shareholdings, or their authorized representatives, have the right to submit statements on the items of the agenda electronically on the GRAMMER shareholder portal at

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

in written form before the Annual General Meeting. Statements must not exceed a length of 10,000 characters. It is possible to submit multiple statements. By submitting a statement, the shareholder or his/her authorized representatives consents to the statement being made available on the password-protected GRAMMER shareholder portal along with his/her name. Statements must be submitted by no later than five days before the Annual General Meeting, i.e. by no later than the end of May 29, 2024 (midnight, CEST).

Submitted statements that satisfy these requirements and are to be made available in accordance with the statutory provisions will be published no later than four days before the Annual General Meeting, i.e. by the end of May 30, 2024 (midnight, CEST), on the GRAMMER shareholder portal accessible at

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

disclosing the name of the shareholder or of his/her authorized representative.

Questions, motions, nominations, and objections to resolutions of the Annual General Meeting that are contained in statements will not be taken into account as such.

The provisions of AktG on which these shareholders' rights are based are worded as follows:

Section § 118a AktG (excerpt):

Virtual general meeting

1. The by-laws may provide, or may grant authority to the management board to provide, that the meeting is held without the stockholders or their authorised representatives being physically present at the place at which it is being held (virtual general meeting). Where a virtual general meeting is held, the following pre-requisites are to be met:

[…]

6. the stockholders are granted the right to submit statements in accordance with section 130a (1) to (4) by way of electronic communication, […].

Section 130a AktG (excerpt):

Right to make statements and right to speak at virtual general meetings

1. In the case of the virtual general meeting, stockholders are entitled to submit statements prior to the meeting regarding the items of business set out in the agenda, doing so by way of electronic communication using the address provided for this purpose in the invitation convening the general meeting. This right may be restricted to stockholders who have duly registered for the general meeting. The scope of the statements reasonably may be restricted in the invitation convening the general meeting.
2. Statements are to be submitted by no later than five days prior to the meeting.
3. The statements submitted are to be made accessible to all stockholders by no later than four days prior to the meeting. The ability to access the statements may be restricted to stockholders duly registered for the meeting. In the case of listed companies, the statements are to be made accessible via the company's website; in

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the case governed by sentence 2, accessibility may be effected via a third-party website. Section 126 (2) sentence 1 nos. 1, 3 and 6 applies accordingly.

1. Section 121 (7) applies to the calculation of the time periods set out in subsections

1. and (3) sentence 1.

4. Right to speak (section 118a(1) sentence 2 no. 7 and section 130a(5) and (6) AktG), right to information (section 118a(1) sentence 2 no. 4 and section 131 AktG) and right to propose motions (section 118a(1) sentence 2 no. 3 AktG) at the Annual General Meeting

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appropriately assess an item on the agenda. The Executive Board's duty to provide information also extends to the Company's legal and business relations with affiliated companies and the position of the Group and the companies included in the consolidated financial statements (see section 131(1) sentence 2 and sentence 4 AktG). The Executive Board may refrain from answering individual questions for the reasons listed in section 131(3) AktG.

Section 118a AktG (excerpt):

Virtual general meeting

1. The by-laws may provide, or may grant authority to the management board to provide, that the meeting is held without the stockholders or their authorised representatives being physically present at the place at which it is being held (virtual general meeting). Where a virtual general meeting is held, the following pre-requisites are to be met:

[…]

1. the stockholders participating in the meeting by electronic means are granted the right to propose motions and to make nominations by way of video communication technology at the meeting,
2. the stockholders are granted a right to seek information in accordance with section

1. by way of electronic communication,

7. the stockholders participating in the meeting by electronic means are granted a right to speak at the general meeting by means of video communication technology in accordance with section 130a (5) and (6), […].

Section 130a AktG (excerpt):

Right to make statements and right to speak at virtual general meetings

1. The stockholders participating in the meeting by electronic means are to be granted a right to speak at the meeting by means of video communication technology. The form of video communication offered by the company is to be used for the spoken contributions. The spoken contribution may consist of motions and nominations under section 118a (1) sentence 2 no. 3, the demand for information under section 131 (1), follow-up questions under section 131 (1d) as well as of further questions under section 131 (1e). Section 131 (2) sentence 2 applies accordingly.

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1. The company may reserve the right, in the invitation convening the general meeting, to test the functionality of the video communication between the stockholder and the company at the meeting and prior to the spoken contribution and to refuse to admit the spoken contribution if said functionality is not assured.

Section 131 AktG (excerpt):

Right of the shareholder to information

1. Each shareholder shall upon request be provided with information at the shareholders' meeting by the executive board regarding the company's affairs, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. This duty to provide information also includes details of the Company's legal and business relations with an affiliated company. If a company makes use of the simplified procedure pursuant to section 266 (1) sentence 3, section 276 or section 288 of the Commercial Code, each shareholder may request that the annual financial statements be presented to him at the shareholders' meeting on such annual financial statements in the form which would have been used if such provisions on simplified procedure were not applied. The duty of the executive board of the parent enterprise (section 290 (1) and (2) of the Commercial Code) to inform in the shareholders' meeting that considers the consolidated financial statement and consolidated management report shall extend to the outlook of the group and the enterprises included in the consolidated financial statement.

(1a) In the case of the virtual general meeting, subsection (1) sentence 1 is to be applied subject to the proviso that the management board may stipulate that questions by the stockholders are to be submitted by way of electronic communication no later than three days prior to the general meeting. Section 121 (7) applies to the calculation of the time limit. Questions not submitted in due time need not be considered.

(1b) The scope in which questions may be submitted may reasonably be restricted in the invitation convening the general meeting. The right to submit questions may be restricted to stockholders duly registered for the meeting.

(1c) The company is to make accessible to all stockholders, prior to the general meeting, the questions duly submitted and is to provide answers to such questions no later than by one day prior to the meeting; section 121 (7) applies to the calculation of the time limit. In the case of listed companies, the questions are to be made accessible and the answers are to be provided via the company's website. Section 126 (2) sentence 1 no. 1, 3 and 6 applies accordingly to the accessibility of the questions. If the

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