JOST Werke : Invitation and agenda for the Annual General Meeting for fiscal year 2023

1. Presentation of the adopted annual financial statements and the approved consolidated financial statements, the combined management report (including the explanatory report of the Executive Board concerning information relevant to acquisitions), the Supervisory Board's report, and the Executive Board's proposal on the appropriation of the net retained profit, in each case for the financial year ending December 31, 2023

These documents will be available on the Company's website at 8http://ir.jost-

world.com/agmfrom the day on which the Annual General Meeting is convened. They will also be on display during the Annual General Meeting.

The annual financial statements for the 2023 financial year, as prepared by the Executive Board, were approved by the Supervisory Board pursuant to Section 172 sentence 1 of the German Stock Corporation Act (Aktiengesetz, AktG)1 on March 22, 2024. The annual financial statements have therefore been adopted. The group financial statements also have been approved by the Supervisory Board. Therefore, the Annual General Meeting does not need to resolve to adopt the annual financial statements or approve the group financial statements pursuant to Section 173 AktG.

Section 176 para. 1 sentence 1 AktG only requires the other above-mentioned

documents to be made available to the Annual General, and they therefore do not require a resolution - apart from the resolution on the appropriation of the net retained profit, which will take place under agenda item 2.

1. Resolution on the appropriation of the net retained profit for the 2023 financial year

The Executive Board and Supervisory Board propose that the net retained profit in the amount of EUR 22,350,000.00, as reported in the financial statements for the 2023 financial year, be appropriated as follows:

If the proposed resolution is adopted, the following will apply to the payment of the dividend. Since the dividend will be paid in full from the tax-specific contribution account (steuerlichen Einlagekonto) within the meaning of Section 27 of the German Corporation Tax Act (Körperschaftsteuergesetz, KStG), the payment will be made without deduction of capital gains tax or solidarity surcharge. For shareholders who are resident in Germany, the dividend is not subject to taxation. No tax refund or tax credit option is associated with the dividend.

Pursuant to Section 58 para. 4 sentence 2 AktG, the dividend will be paid on the third business day following the Annual General Meeting adopting the proposed resolution, i.e. 14 May 2024.

1. Resolution concerning formal approval of the actions of the members of the Executive Board for the 2023 financial year

Following an entry in the Commercial Register of the Local Court (Amtsgericht) of Offenbach on March 20, 2023, the Company no longer conducts its business in the legal form of a German stock corporation (Aktiengesellschaft, AG), but in the legal form of a European company (SE). The change of legal form was not accompanied by any change in the composition of the Executive Board.

The Executive Board and Supervisory Board propose that formal approval be granted in respect of the actions taken in the 2023 financial year by members of the Executive Board of JOST Werke AG (till March 20, 2023) and of JOST Werke SE (from March 20, 2023) who held office during that period.

All members of the Executive Board intend to attend the Annual General Meeting for its entire duration.

1. Resolution concerning formal approval of the actions of the members of the Supervisory Board for the 2023 financial year

With regard to the Supervisory Board, the change in the legal form of the Company from an AG to an SE as of March 20, 2023 did not lead to any change in the composition of the Supervisory Board either.

The Executive Board and Supervisory Board propose that formal approval be granted in respect of the actions taken in the 2023 financial year by members of the Supervisory Board of JOST Werke AG (till March 20, 2023) and of JOST Werke SE (from March 20, 2023) who held office during that period.

All members of the Supervisory Board intend to attend the Annual General Meeting for its entire duration.

1. Resolution on the approval of the Remuneration Report prepared and audited pursuant to Section 162 AktG for the 2023 financial year

The Executive Board and Supervisory Board have prepared a Remuneration Report in accordance with Section 162 AktG for the 2023 financial year, and it will be submitted to the Annual General Meeting for approval.

The Remuneration Report was audited by the statutory auditor, namely PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Germany, in accordance with Section 162 para. 3 AktG to verify that the disclosures required under Section 162 paras. 1 and 2 AktG were made. The report on the audit of the Remuneration Report is attached to the Remuneration Report. The Remuneration Report is included in the Section entitled "II. Information - Documents concerning agenda item 5". It is also available via the Company's website at 8http://ir.jost- world.com/agm.

The Executive Board and Supervisory Board propose that the Remuneration Report for the 2023 financial year, which has been prepared and audited in accordance with Section 162 AktG, be approved.

1. Appointment of auditor and the auditor of the sustainability report for the 2024 financial year

At the recommendation of its Audit Committee, the Supervisory Board proposes that:

1. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as statutory auditor and group statutory auditor for the 2024 financial year.
2. Spall & Kölsch GmbH Wirtschaftsprüfungsgesellschaft, Kronberg, be appointed as auditor of the sustainability report for the 2024 financial year.

The two points are to be voted on separately.

The election of the auditor of the sustainability report takes place against the background of the new legislation regarding sustainability reporting, which the EU Directive on Sustainability Reporting (Directive (EU) 2022/2464; Corporate Sustainability Reporting Directive) provides for companies such as JOST Werke SE for the first time for the 2024 fiscal year and which also include a mandatory audit of the sustainability report. The German legislator is obliged to transpose the requirements of the directive into national law by the beginning of July 2024.

Spall & Kölsch GmbH Wirtschaftsprüfungsgesellschaft has already audited the previous non-financial report for the 2018 to 2023 fiscal years on a voluntary basis.

II. Information

Documents concerning agenda item 1

Starting on the date of the notice convening the Annual General Meeting, the documents listed under agenda item 1 will be available for viewing on the Company's website at 8http://ir.jost-world.com/agm. All documents will also be available for inspection during the Annual General Meeting on May 8, 2024.

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Starting on the date of the notice convening the Annual General Meeting, the Remuneration Report listed under agenda item 5 will be available for viewing on the Company's website at 8http://ir.jost-world.com/agm. It will also be available for inspection during the Annual General Meeting on May 8, 2024.

Remuneration report 2023

The Executive and Supervisory Boards of JOST Werke SE hereby report pursuant to Section 162 AktG on the remuneration granted and owed to the current and former members of the Executive and Supervisory Boards in the 2023 fiscal year.

Remuneration System for the Executive Board

Resolution on the approval of the remuneration report

On May 11, 2023, the General Meeting of JOST Werke SE approved the remuneration report for current and former members of the Executive Board and Supervisory Board of JOST Werke SE in the 2022 fiscal year prepared in accordance with Section 162 of the German Stock Corporation Act (AktG) with a majority of 95.5% of the share capital represented, in accordance with Section 120a (4) AktG. Based on this positive result, the Executive Board and Supervisory Board decided to retain the presentation format for the remuneration report for the 2023 fiscal year as well.

Application of the remuneration system in the 2023 fiscal year

Following its preparation by the Executive and Nomination Committee, pursuant to Sections 87 (1), 87a (1) AktG the Supervisory Board resolved a new remuneration system for the Executive Board in the 2021 fiscal year ("2021 remuneration system"). This was approved by the General Meeting on May 6, 2021. 8https://ir.jost- world.com/remuneration

The 2021 remuneration system approved by the General Meeting complies with the requirements of the German Act Transposing the Second Shareholder Rights Directive (ARUG II). It is likewise based on the recommendations of the German Corporate Governance Code, as amended on April 28, 2022, and complies with these recommendations except for certain exceptions which are explained in the company's declaration of compliance. 8Declaration of compliance

The 2021 remuneration system was applied when concluding the new Executive Board employment contract of Oliver Gantzert (CFO) in 2023 and the new Executive Board employment contract of Dirk Hanenberg (COO) in 2022. The Executive Board employment contract of former CFO Dr. Christian Terlinde was also concluded using

the 2021 remuneration system. The Executive Board employment contract of Joachim Dürr (CEO) was concluded in accordance with the remuneration system applicable in 2019 ("2019 remuneration system") and is grandfathered. As a result, the remuneration granted to him in the 2023 fiscal year was based on the 2019 remuneration system and thus deviates from the 2021 remuneration system.

The former Executive Board members Dr. Ralf Eichler and Dr. Christian Terlinde were also granted remuneration and/or remuneration components that were promised to them in previous fiscal years under the 2019 remuneration system applicable at the time.

Any contract extensions or new Executive Board employment contracts are being adjusted to reflect the 2021 remuneration system. Details of the 2019 remuneration system are explained in the 2020 Annual Report. 8 Main features of the Executive Board remuneration system; 2020 Annual Report, p. 54 et seq.

Changes to the Executive Board in the 2023 fiscal year

Oliver Gantzert was appointed as a member of the Executive Board of JOST Werke SE effective September 1, 2023. As CFO, he has assumed responsibility for Finance, IT, Internal Audit, Investor Relations, Sustainability (ESG), Legal & Compliance.

During the 2023 fiscal year, Dr. Christian Terlinde (former CFO) asked the company's Supervisory Board to rescind his Executive Board employment contract effective June 30, 2023 by mutual agreement. Following the termination of his Executive Board activities, Dr. Terlinde is entitled to long-term bonuses already granted as a result of his Executive Board activities in the 2019 and 2020 fiscal years that will be paid out in 2023 and 2024 in accordance with the 2019 remuneration system. He is also entitled to short and long-term bonuses already granted as a result of his Executive Board activities in the 2021 to 2023 fiscal years that will be paid out in 2023 and 2027 in accordance with the 2021 remuneration system. Dr. Terlinde is only entitled to his short-term bonus for 2023 on a pro rata basis due to his resignation from the Executive Board. He is not entitled to a long-term bonus for 2023. There are no further entitlements.

Summary of the structure of the 2021 remuneration system

The 2021 remuneration system is intended to support the implementation of JOST's corporate strategy. Both in overall terms and in terms of their individual aspects, they provide a significant contribution to the promotion and implementation of the company's corporate strategy, by establishing incentives for sustainable and value- driven corporate development while reflecting the needs of JOST's shareholders, customers, employees, business partners, the environment and society at large (stakeholders).

Each Executive Board member's overall remuneration consists of fixed, non- performance-related and variable, performance-related components. The fixed remuneration comprises the Executive Board member's fixed annual salary as well as fringe benefits (fixed remuneration). The variable, performance-related remuneration consists of a one-year component (short-term incentive - STI) and a multi-year component (long-term incentive - LTI). In order to strengthen the performance incentive aspect of the remuneration system, the target remuneration mainly consists of performance-related components. The long-term incentive component of the performance-related LTI component exceeds the short-termperformance-related STI component. This more strongly rewards the achievement of the group's long-term strategic goals.

The Supervisory Board reviews the appropriateness of the remuneration components every year. For the purpose of an external comparison, the remuneration received by Executive Board members of similar companies is considered in order to assess the appropriateness of the remuneration provided and whether this is consistent with normal remuneration levels. In addition to the company's size and geographical position, this comparative context is influenced, in particular, by the industry in question. The Supervisory Board made a deliberate decision not to define a fixed and static peer group, as the Supervisory Board is of the opinion that making such a link with a specifically defined peer group may lead to inappropriate outcomes.

When assessing whether the remuneration is appropriate, the Supervisory Board also takes account of the circumstances within the company itself. In view of the significant differences within the group in terms of the remuneration structure, it has not undertaken a formal internal comparison of remuneration with a management group firmly defined for this purpose, but it has given consideration to the general remuneration practices within the company. The Supervisory Board's assessment of the appropriateness of the remuneration provided also considers the trend for the remuneration received by the workforce, defined as the average remuneration received by the group's employees in Germany.

Remuneration components

Fixed remuneration

Performance-related variable remuneration components

Non-performance-related fixed remuneration

Individualized fixed remuneration of former Executive Board members

In accordance with the 2019 remuneration system and the 2021 remuneration system, each Executive Board member receives a fixed annual salary which is paid out in twelve equal installments at the end of each calendar month.

Fringe benefits are additional components of this fixed remuneration. They include, for instance, a company car, enrollment in an accident insurance policy and a contribution to the Executive Board member's health and nursing insurance. Moreover, in addition to their fixed annual salary Executive Board members have the option for each full fiscal year of utilizing 20% of their fixed annual salary for a private pension scheme, by converting salary entitlements into pension entitlements. No other person entitlements exist.

The company also takes out an appropriate D&O insurance policy for the Executive Board members, to provide cover for a Executive Board member against risks arising

In € thousands

Fixed remuneration

Deferred compensation for pension scheme

Fringe benefits

Non-performance related component

Dr. Christian Terlinde

Executive Board member until: June 30, 2023

Dr. Ralf Eichler

Executive Board member until: Oct 31, 2022

from his work on behalf of the company. In accordance with Section 93 (2) AktG, the deductible agreed in this context is 10% of the loss up to at least the amount of one and a half times the fixed annual remuneration of the Executive Board member in question.

This fixed remuneration is intended to be competitive in the market environment in which JOST operates to enable it to recruit suitable and competent Executive Board candidates who will develop and successfully implement the group's strategy. It corresponds to 100% of the target remuneration for the non-performance-related components.

Individualized fixed remuneration of current Executive Board members

1. Proportionate amount until June 30, 2023.
2. Proportionate amount until October 31, 2022. During the 2022 fiscal year, Dr. Ralf Eichler also continued to receive salary payments totaling €86 thousand and fringe benefits worth €1 thousand after the termination of his Executive Board activities.

Performance-related variable remuneration

The variable, performance-related remuneration components consist of a short-term incentive (STI) and a long-term incentive (LTI).

In the 2019 remuneration system, the performance-related component is based on the group's adjusted EBITDA. The adjusted EBITDA target to be achieved is set annually by the Supervisory Board. According to the 2019 remuneration system, the financial

In € thousands

Fixed remuneration

Deferred compensation for pension scheme

Fringe benefits

Non-performance related component

Joachim Dürr (CEO)

Executive Board member since: Jan 1, 2019

Dirk Hanenberg (COO)

Executive Board member since: Sept 1, 2022

Oliver Gantzert (CFO)

Executive Board member since: Sept 1, 2023

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component can be 0.25% to 0.65% of the EBITDA actually achieved. The sum total of all performance-related components for CEO Joachim Dürr was set at 0.64% (2021: 0.60%), while all other Executive Board members receive as an overall bonus 0.40% of the adjusted EBITDA actually achieved. If adjusted EBITDA in any given fiscal year does not amount to at least 80% of the target set by the Supervisory Board, Executive Board members are not entitled to variable remuneration. Even if the agreed targets are met, the overall bonus is not disbursed in full in a single payment.

In the 2021 remuneration system, the performance-related component is based on adjusted EBITDA and non-financial ESG targets specified by the Supervisory Board. The financial element of the performance-related component can be 0.25% to 0.65% of the adjusted EBITDA actually achieved, provided that the adjusted EBITDA is at least 80% of the targets set by the Supervisory Board. The non-financial element can be 0.03% to 0.28% of the adjusted EBITDA actually achieved, provided that a target level of at least 80% is achieved for the non-financial ESG targets set by the Supervisory Board. Even if

the agreed targets are met, the overall bonus is not disbursed in full in a single payment. For Executive Board members Dirk Hanenberg, Oliver Gantzert and Dr. Christian Terlinde, the financial element was set at 0.36% of adjusted EBITDA, while the non-financial element was set at 0.04% of adjusted EBITDA.

In both the 2019 and 2021 remuneration systems, 45% of the overall bonus is paid as a short-term (STI) component with a term of one year. The STI is intended to provide an incentive for the successful fulfillment of the group's annual operational goals which underpin its long-term success. It will be paid out two weeks after the adoption of the audited consolidated financial statements for the past fiscal year.

In the 2019 remuneration system, the remaining 55% of the performance-related overall bonus will be converted into a long-term (LTI) component and paid out in full if the adjusted EBITDA in the following fiscal year at least matches the adjusted EBITDA in the assessment period. The 2019 remuneration system was not linked to the share price trend.

In the 2021 remuneration system, the remaining 55% of the performance-related overall bonus will be converted into a long-term (LTI) component and fully invested in phantom shares in JOST Werke SE. These stock awards are sold virtually four fiscal years after the base year, with the LTI component only paid out and owed after this point.

Target achievement and calculation of performance-related remuneration in 2023

The Executive Board remuneration "granted" and "owed" in the 2023 fiscal year pursuant to Section 162 (1) sentence 2 no. 1 AktG comprises the STI component payments for the 2022 fiscal year - which were made two weeks after the adoption of the audited consolidated financial statements for 2022, in April 2023 - as well as the LTI component payments for the 2021 fiscal year which were likewise paid out in April 2023 under the 2019 remuneration system. On the basis of the definition applied here, these amounts are "owed" to the members of the Executive Board following the adoption of the audited consolidated financial statements in March 2023 and were actually received through the payment made in April 2023 and thus "granted" in the 2023 fiscal year.

According to the definition provided in Section 162 (1) sentence 2 no. 1 AktG, remuneration is

• granted once it has actually been received (i.e. paid out);
• owed once it has fallen due but has not yet been received (i.e. paid out).

At its meeting on November 16, 2021, the Supervisory Board defined the performance criteria relevant to the performance-related remuneration components for each individual Executive Board member in the 2022 fiscal year.

The targets for the financial performance criteria are the same in both the 2019 and 2021 remuneration systems.

Target achievement for financial key performance indicators (according to the 2019 and 2021 remuneration systems)

At its meeting on November 16, 2021, the Supervisory Board also defined non- financial performance criteria that influence the performance-related Executive Board remuneration for the 2022 fiscal year in accordance with the 2021 remuneration system.

Target achievement for non-financial key performance indicators (according to the 2021 remuneration system)

Calculation of performance-related components in accordance with the 2019 remuneration system

In the 2022 fiscal year, the Executive Board employment contracts of Joachim Dürr and Dr. Ralf Eichler (former COO) were grandfathered as they were concluded before the 2021 remuneration system was introduced and are therefore still aligned with the 2019 remuneration system.

The CEO Joachim Dürr received as an overall bonus in fiscal year 2022 (sum total of all performance-related components) 0.64% of the adjusted EBITDA actually achieved (2021: 0.60%), while Dr. Ralf Eichler received as an overall bonus 0.40% of the adjusted EBITDA actually achieved (2021: 0.40%). According to the 2019 remuneration system, performance-related remuneration solely depends on the achievement of financial performance criteria.

Calculation of the STI component from fiscal year 2022 under the 2019 remuneration system

An LTI component from the 2019 fiscal year was also paid out to former CFO Dr. Christian Terlinde in the 2023 fiscal year (2019: 0.40%) that was only owed to him in 2023 in accordance with the Executive Board employment contract valid at that time (2019 remuneration system). The adjusted EBITDA target set by the Supervisory Board in 2019 was €104m. JOST recorded adjusted EBITDA of €101m in 2019, resulting in a target achievement figure of 97%.

Calculation of the LTI component from fiscal year 2019 under the 2019 remuneration system

Calculation of performance-related components in accordance with the 2021 remuneration system

The employment contracts of Executive Board members Dirk Hanenberg and Dr. Christian Terlinde (former CFO) applicable in fiscal year 2022 were concluded under the 2021 remuneration system. Performance-related remuneration therefore depends on the achievement of financial and non-financial performance criteria.

Calculation of the STI component from fiscal year 2022 under the 2021 remuneration system

1. Dirk Hanenberg was appointed to the Executive Board with effect from September 1, 2022, which is why he is entitled only to a proportionate amount of the STI component for fiscal year 2022.

In accordance with the 2021 remuneration system, the LTI will be invested in phantom shares of the company. The volume-weighted average price of the shares of the company in Xetra trading on the Frankfurt Stock Exchange in the final 60 trading days of the base year serves as the purchase price for the investment. The LTI component from fiscal year 2022 will be paid out in fiscal year 2027 and be owed at that time.

Oliver Gantzert was appointed to the Executive Board with effect from September 1, 2023. He is not entitled to any performance-related STI or LTI payouts from previous years.