VOTING INSTRUCTION

The undersigned:

Name of shareholder

Address

Postal code, city and country

Passport/ID number or ID number (in case of an entity)

Represented by

(in case of an entity)

hereby issues its voting instructions for the Annual General Meeting of Photon Energy N.V., a company incorporated under the laws of the Netherlands, with its registered address at Barbara Strozzilaan 201, 1083 HN Amsterdam, The Netherlands, registered with the Chamber of Commerce in Amsterdam under number 51447126 (the "Company") which will be held on 14th June, 2024, with respect to

__________________________ [insert number of shares] shares in the share capital of the Company

in accordance with the specific voting instructions attached hereto.

This voting instruction is governed by the laws of the Netherlands.

________________

____________________________________

Date

Signature

INSTRUCTION AND TERMS

  1. Your voting instructions will be taken into account only if the full, completed, and duly signed document is received by the Company no later than on June 7, 2024, at 17:00 CET. It can be sent by mail to the
    Company's registered office or by email to kd@photonenergy.com.
  2. The voting instructions must be unequivocal (in case of deletions and corrections, please use a new form). Voting instructions which do not comply with these requirements will be disregarded.
  3. If you submit more than one voting instruction with respect to the same securities, only the proxy with the most recent date of completion and which meets the requirements under 1 and 2 will be taken into account. If no order can be established, all such proxies/voting instructions will be disregarded.
  4. In addition to this proxy, you must also send the depository certificate as of the Record Date (17th May 2024), and a copy of your identity document, as required by the notice of the general meeting. In case of an entity, please send an extract from companies register, not older than 3 months, and an identity document of the person authorized to sign these Voting Instructions.

1

Agenda

Resolution

For

Against

Abstain

Item

2a

Approval of the stand-alone financial statements for the financial year

2023

and transfer of profit in the amount of EUR 9,160 thousand

to

the retained earnings in the shareholders equity

2b

Approval of the consolidated financial statements for the financial year

2023

and transfer of the consolidated loss in the amount of EUR

15,750 thousand to the retained earnings in the shareholders equity

3

Approval of the 2023 Remuneration Report (advisory vote)

4

Granting discharge and releasing all the current members of the

Management Board of the Company from liability for its conduct

performed in and relating to the financial year of 2023

5

Granting discharge and releasing all the current members of the

Supervisory Board of the Company from liability for its conduct

performed in and relating to the financial year of 2023

6a

Appointment of Mr. Georg Hotar on to the Management Board of the

Company for the period of 4 years from the day of appointment up to

and including the day of the annual general meeting in 2028

6b

Appointment of Mr. David Forth on to the Management Board of the

Company for the period of 4 years from the day of appointment up to

and including the day of the annual general meeting in 2028

7a

Appointment of Ms. Boguslawa Skowronski on to the Supervisory

Board of the Company for the period of 4 years, from the day of

appointment up to and including the day of the annual general meeting

in 2028

7b

Appointment of Mr. Marek Skreta on to the Supervisory Board of the

Company for the period of 4 years, from the day of appointment up to

and including the day of the annual general meeting in 2028

7c

Extension of the Supervisory Board to 4 members, effective as of 1st

January, 2025

7d

Appointment of Mr. Michael Gartner on to the Supervisory Board of

the Company for the period of 4 years, effective from 1st January, 2025

up to and including the day of the annual general meeting in 2029

8

Approval of the Remuneration Policy

9

Appointment of PricewaterhouseCoopers as auditor of the Company

for the financial year 2024

10

Granting the authorization to the Management Board to acquire shares

in the share capital of the Company for consideration, for a period of

18 months, commencing on this date and consequently ending on 14th

December, 2025. The Management Board is authorized to acquire the

maximum number of shares permitted by law and the Company's

Articles of Association. The shares may be acquired by purchase on

public markets on which the shares are traded, or through a private

contractual transaction between the Company on one side, and a selling

shareholder on the other side. The price for the shares must be at least

equal to the nominal value of shares and may not exceed the average

of closing prices of shares during the five trading days prior to the date

of the purchase, published by Warsaw Stock Exchange, increased by

ten percent.

2

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Disclaimer

Photon Energy NV published this content on 02 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2024 17:26:08 UTC.