Convening of the Annual General Meeting of Berentzen-Gruppe Aktiengesellschaft 2026 including Agenda (001 Berentzen Invitation Agenda Annual General Meeting 2026)

Invitation to the Annual General Meeting

Minimum information pursuant to Section 125 (1) sentence 1 German Stock Corporation Act (AktG) in conjunction with Section 125 (5) AktG, Article 4 (1) and Table 3 Blocks A to C of the annex to Implementing Regulation (EU) 2018/1212

(The text decisive for the invitation to the annual general meeting

of Berentzen-Gruppe Aktiengesellschaft is the one written in the German language.)

with its registered office in Haselünne, Germany

German Securities Identification Number (WKN) 520 160

International Securities Identification Number (ISIN) DE0005201602

Unique identifier of the event:

DE0005201602-GMET-202605

Invitation to the (virtual) Annual General Meeting

We invite our shareholders to the (virtual) annual general meeting to be held on

Thursday, May 7, 2026

10:00 a.m. (Central European Summer Time - CEST)

Pursuant to Section 16 (5) of the Company's Articles of Association, the annual general meeting will be held in the form of a virtual general meeting pursuant to Section 118a of the German Stock Corporation Act (AktG) without the physical presence of shareholders or their authorised representatives (with the exception of the proxies appointed by the Company).

The place of the annual general meeting as defined by AktG is Stadthalle Haselünne, Friedrich-Berentzen-Weg 2, 49740 Haselünne, Germany. The shareholders and their authorised representatives (with the exception of the proxies appointed by the Company) will have neither the right nor the option to be present at the place of the annual general meeting.

There will be a live audio and video broadcast of the entire annual general meeting for duly registered share holders or their authorised representatives on the Internet at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/ in the password-protected AGM-Portal ("AGM-Portal"). Shareholders - either by themselves or via their authorised representatives - will be exercising their voting rights exclusively by electronic post or by authorising the proxies appointed by the company.

For details of the rights of shareholders and their authorised representatives, please refer to the additional information printed after the agenda.

All of the members of the Executive Board and the Supervisory Board intend to attend the annual general meeting in person.

Agenda

1. Presentation of the adopted Annual Financial Statements and the approved Consolidated Financial Statements at December 31, 2025, the Combined Management Report for Berentzen-Gruppe Aktiengesellschaft and the corporate group complete with the explanatory report of the Executive Board regarding disclosures in accordance with Section 289a and Section 315a of the German Commercial Code (Handelsgesetzbuch - HGB) and the Report of the Supervisory Board for the 2025 financial year

   Pursuant to Section 172 Sentence 1 German Stock Corporation Act (Aktiengesetz - AktG), the Supervisory Board approved the annual financial statements prepared by the Executive Board on March 24, 2026. The annual financial statements are thus adopted. The Supervisory Board approved the consolidated financial statements at the same time.

   Pursuant to Section 173 (1) AktG, approval of the annual financial statements and adoption of the consolidated financial statements by the annual general meeting are not necessary as a consequence. The other documents listed above are also only made available to the annual general meeting without the need for a resolution to be adopted - apart from the adoption of a resolution regarding the utilisation of the distributable profit.

   The documents listed above and the proposal of the Executive Board regarding the utilisation of the distributable profit are available on the Internet at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/ from the time the Annual General Meeting is convened and also during the Annual General Meeting.

2. Adoption of a resolution regarding the utilisation of the distributable profit for the 2025 financial year

   The Executive Board and the Supervisory Board propose that the distributable profit of EUR 11,763,395.70 shown in the annual financial statements for the 2025 financial year be utilised as follows:

   1. To pay a dividend of EUR 0.11 per share of common stock eligible

      for dividends for the 2025 financial year EUR 1,033,306.01 and

   2. to carry forward the remaining amount of EUR 10,730,089.69 to new account.

      The proposal for the utilisation of the distributable profit includes the 206,309 own (treasury) shares held directly or indirectly by the Company on the date when the invitation to the annual general meeting was published in the Federal Gazette, which pursuant to Section 71b AktG are not eligible for dividends. The number of shares eligible for dividends may change up until the annual general meeting. If this is the case, an accordingly amended motion regarding the utilisation of the distributable profit may be submitted to the annual general meeting while retaining unchanged the payout of EUR 0.11 per common share eligible for dividends.

      Pursuant to Section 58 (4) Sentence 2 AktG entitlement to the dividend is due on the third business day after the annual general meeting, i.e. on May 12, 2026.

3. Adoption of a resolution regarding the approval of the actions of the Executive Board in the 2025 financial year

   The Executive Board and the Supervisory Board propose that the following resolution be adopted:

   Approval is hereby granted to the serving members of the Executive Board in the 2025 financial year for their actions in the said period.

4. Adoption of a resolution regarding the approval of the actions of the Supervisory Board for the 2025 financial year

   The Executive Board and the Supervisory Board propose that the following resolution be adopted:

   Approval is hereby granted to the serving members of the Supervisory Board in the 2025 financial year for their actions in the said period.

5. Supplementary election to the Supervisory Board

   Hendrik H. van der Lof resigned from his position as shareholder representative with effect from the end of the annual general meeting on May 7, 2026. A supplementary election to the Supervisory Board is therefore required.

   In accordance with Sections 95 sentence 2, 96 (1), 101 (1) AktG, Section 1 (1) no. 1 of the German One-Third Participation Act (Drittelbeteiligungsgesetz) and Section 8 (1) of the Articles of Association, the Supervisory Board is composed of six members, including four shareholder representatives to be elected by the annual general meeting and two employee representatives. The annual general meeting is not bound by nomination proposals.

   Based on an appropriate recommendation from the Nomination Committee, the Supervisory Board proposes the appointment of

   Prof. Dr. Gregor Solfrian, resident in Enger, Germany, Executive Board Member of HLB Husemann AG Wirtschaftsprüfungsgesellschaft (Audit Firm), Dortmund, Germany,

   to the Supervisory Board as shareholder representatives with effect from the end of the annual general meeting convened for May 7, 2026 for a term ending with the conclusion of the annual general meeting that votes on the formal approval of the actions of the Supervisory Board for the 2026 financial year.

   The election proposal takes into account statutory provisions as well as the relevant recommendation of the German Corporate Governance Code regarding targets set by the Supervisory Board for its composition and strives to fill the profile of skills and expertise and the diversity policy for the entire Board prepared by the Supervisory Board. The targets, the profile of skills and expertise and the diversity policy were adopted by the Supervisory Board in December 2025 and were published, along with the status of implementation, in the declaration on corporate governance for the 2025 financial year. This is available on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting from the day of convening the annual general meeting and also during the annual general meeting.

   A qualification matrix relating to the composition of the Supervisory Board with information on the proposed candidate is available on the Internet at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting.

   Disclosures in accordance with Section 125 (1) 5 AktG:

   Prof. Dr. Gregor Solfrian is not a member of any other statutory supervisory boards.

   Prof. Dr. Gregor Solfrian is not a member of any other similar German and foreign supervisory bodies of business enterprises.

   Disclosures pursuant to recommendation C.13 of the German Corporate Governance Code (GCGC)

   In the opinion of the Supervisory Board, no personal or professional relationships of a material relevance for the election decision of an objectively judging shareholder exist between Prof. Dr. Gregor Solfrian on the one hand and Berentzen-Gruppe Aktiengesellschaft and its group companies, the bodies of Berentzen-Gruppe Aktiengesellschaft and other major Berentzen-Gruppe Aktiengesellschaft shareholders as defined in the relevant recommendation C.13 of the German Corporate Governance Code on the other, the disclosure of which

   is recommended by the German Corporate Governance Code. In the further assessment of the Supervisory Board, Prof. Dr. Gregor Solfrian is independent as defined by the relevant recommendations of the German Corporate Governance Code.

   Further information on the proposed candidate, in particular his CV, can be found in the appendix to this invitation to the annual general meeting under "Further information on agenda item 5"; the appendix is an integral part of this invitation. This information can also be accessed on the Berentzen-Gruppe Aktiengesellschaft website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/.

6. Election of the independent auditor of the annual and consolidated financial statements for the 2026 financial year and the auditor for a possible audit review of the abridged financial statements and interim management report in the 2026 financial year and the auditor for a possible audit review of additional information during the year

   In line with a corresponding recommendation made by the Finance and Audit Committee, the Supervisory Board proposes that the following resolution be adopted:

   The PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main (Osnabrück branch), is appointed to act as independent auditor of the annual and consolidated financial statements for the 2026 financial year and the auditor for a possible audit review of the abridged financial statements and interim management report pursuant to Section 115 (5) and Section 117 No. 2 of the German Securities Trading Act (Wertpapierhandelsgesetz) in the 2026 financial year and the auditor for a possible audit review of additional financial information during the year pursuant to Sections 115 (7) and 117 No. 2 of the German Securities Trading Act in financial year 2026, and in 2027 until the next annual general meeting.

   In accordance with Article 16 (2) Subparagraph 3 of Regulation (EU) No. 537/2014, the Finance and Audit Committee declared that its recommendation for the election of the auditor of the annual and consolidated financial statements for the 2026 financial year and the auditor for a possible audit review of the abridged financial statements and interim management report in the 2026 financial year and the auditor for a possible audit review of additional information during the year is free from any undue influence by third parties and that no contractual clause limiting the choices of the annual general meeting has been imposed upon it within the meaning of Article 16 (6) of the Regulation (EU) No. 537/2014.

7. Resolution on approval of the compensation report for the 2025 financial year

   Pursuant to Section 162 para. 1 sentence 1 of the German Stock Corporation Act (AktG), the executive board and the supervisory board shall annually prepare a clear and comprehensible report on the compensation granted and owed in the last financial year to each individual current or former member of the Executive Board and the Supervisory Board by the Company and by companies of the same group (Section 290 of the German Commercial Code) (compensation report).

   Pursuant to Section 120a (4) AktG, the compensation report that has been prepared and audited in accordance with Section 162 AktG shall be presented to the annual general meeting for approval. The vote by the annual general meeting on the approval of the compensation report is recommendatory in nature.

   The compensation report of Berentzen-Gruppe Aktiengesellschaft for the 2025 financial year has been audited by the auditor in accordance with Section 162 (3) AktG to determine whether the legally required disclosures pursuant to Section 162 (1) and (2) AktG were made. The opinion on the audit of the compensation report is appended to the compensation report.

   The compensation report in accordance with Section 162 AktG is available on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting from the day of convening the annual general meeting and also during the annual general meeting.

   The Executive Board and Supervisory Board propose that the compensation report of Berentzen-Gruppe Aktiengesellschaft for the 2025 financial year which has been prepared and audited in accordance with Section 162 AktG be approved.

8. Resolution on approval of the reviewed compensation system for Executive Board members

   Pursuant to Section 120a (1) AktG, the general meeting of a listed company resolves on the approval of the compensation system for the members of the Executive Board submitted by the Supervisory Board each time a significant change is made, but at least every four years.

   The annual general meeting on May 11, 2021, approved the original compensation system for the members of the Executive Board with an approval ratio of 82.54%.

   Based on a recommendation of the personnel committee, the Supervisory Board on December 5, 2024 amended the compensation system for Executive Board members in certain aspects with effect from January 1, 2025, taking into account the provisions of Section 87 (1) AktG, and presented the amended compensation system to the annual general meeting for approval on May 23, 2025. The annual general meeting on May 23, 2025 did not approve this amended compensation system for the members of the Executive Board based an approval ratio of 31.11%.

   Following the annual general meeting, the Supervisory Board therefore once again extensively discussed the compensation system for the members of the Executive Board. Following a renewed in-depth review of the compensation system and comprehensive consideration of alternative options for specifying its content, the Supervisory Board again concluded that the content of the 2025 compensation system sets the appropriate priorities for shareholders, members of the Executive Board and other stakeholders, particularly with regard to the long-term sustainability of the Company's success and the associated long-term performance of Berentzen-Gruppe Aktiengesellschaft. As a result of its comprehensive review, the Supervisory Board therefore sees no material need to amend the 2025 compensation system. The Supervisory Board has only made minor editorial revisions to the 2025 compensation system in order to make these features and the changes compared to the compensation system for 2021 even more transparent. The Supervisory Board consulted an independent external compensation expert during its review and editorial revision of the 2025 compensation system - as it had already done for the 2021 compensation system.

   In accordance with the obligation under Section 120a (3) AktG, the Supervisory Board will therefore submit the revised compensation system to the annual general meeting on May 7, 2026 for approval.

   This revised compensation system for the members of the Executive Board, which will be resubmitted to the annual general meeting for approval on this basis, is available on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting from the day of convening the annual general meeting and also during the annual general meeting.

   The Supervisory Board proposes that the annual general meeting approve the compensation system for members of the Executive Board, which it reviewed and then adopted at its meeting on December 4, 2025, and which is resubmitted to the annual general meeting in this notice of meeting.

9. Resolution on the amendment and supplementation of Section 16 (2) of the Articles of Association (place of the annual general meeting)

In accordance with Section 16 (2) sentence 3 of the Articles of Association, the Executive Board determines the place of the annual general meeting, which should be the Company's registered office in Haselünne, a city in the district of Emsland, or a German stock exchange.

To increase flexibility in the choice of place and to better consider the interests of shareholders and other participants in in-person general meetings, Section 16 Paragraph (2) sentence 3 of the Articles of Association shall be amended to allow the general meeting to also take place in a major German city with a population of more than 100,000. In addition to Haselünne, the district of Emsland and cities with stock exchanges, this gives the Company the option to select other major German cities that are easily accessible and possess suitable infrastructure.

When selecting the specific place for the meeting, the Executive Board will continue to be guided primarily by the interests of the shareholders, in particular aspects of accessibility, capacity and acceptability of the place.

With the 2022 Act on the Introduction of Virtual Annual General Meetings for Stock Corporations, the legislature also created an exception to the principle that general meetings must be held at a company's registered office (Section 121 (5) sentence 1 AktG) or at a stock exchange (Section 121 (5) sentence 2 AktG). The statutory requirements regarding the place of annual general meetings do not apply to virtual annual general meetings (Section 121 (5) sentence 3 AktG). This is due to the fact that the physical presence of shareholders and their authorised representatives is explicitly excluded at virtual annual general meetings. The restrictions on the selection of a physical place, which are in place to protect shareholders, are therefore unnecessary as there is no reason to fear any infringement of shareholders' rights.

The Executive Board and Supervisory Board therefore propose that this legal principle, which already applies, be expressly incorporated into the Articles of Association by clarifying that the requirements governing the choice of place and any restrictions on selecting the place for meetings shall not apply to virtual general meetings. The supplementation is for clarification purposes only and is intended to avoid issues of interpretation in connection with the holding of virtual general meetings.

The Executive Board and the Supervisory Board therefore propose to amend the Articles of Association as follows:

1. Section 16 (2) sentence 3 of the Articles of Association shall be revised as follows:

   "The Executive Board determines the place of the annual general meeting, which should be held at the Company's registered office in Haselünne, in a city in the Emsland Administrative District, at a German stock exchange, or in a major German city with a population of more than 100,000."

2. Section 16 (2) of the Company's Articles of Association shall be amended to include the following new sentence 4:

"Sentence 3 shall not apply to virtual annual general meetings."

The applicable version of the Articles of Association of Berentzen-Gruppe Aktiengesellschaft is available on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting from the day of convening the annual general meeting and also during the annual general meeting.

1. General information on the virtual annual general meeting

   Pursuant to Section 118a AktG in conjunction with Section 16 (5) of the Company's Articles of Association, the Executive Board decided to hold the annual general meeting on May 7, 2026 in the form of a virtual general meeting without the physical presence of shareholders or their authorised representatives (with the exception of the proxies appointed by the Company). The physical presence of shareholders and their authorised representatives (with the exception of the proxies appointed by the Company) at the place of the general meeting is excluded.

   There will be an audio and video broadcast of the entire annual general meeting for duly registered shareholders or their authorised representatives in accordance with the following provisions from 10:00 a.m. (CEST) on May 7, 2026 on the Internet at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/ in the AGM-Portal.

   Shareholders or their authorised representatives will exercise their right to vote exclusively by means of electronic postal voting or by authorising the proxies appointed by the Company.

   Using the AGM-Portal, duly registered shareholders (and their authorised representatives, where applicable) may, among other things, exercise their shareholders' rights in accordance with the procedures provided for this purpose. Access authorisation is required to use the AGM-Portal for the annual general meeting. For details, see the section below entitled "2. Conditions for exercising shareholders' rights in relation to the virtual annual general meeting".

   In order for an authorised representative to use the AGM-Portal, the authorised representative must receive the relevant access details.

   Duly authorised intermediaries, shareholders' associations, voting rights advisors or other persons considered equivalent under Section 135 (8) AktG may also use the AGM-Portal. Upon request, the Company will provide them with electronic access, subject to some specific requirements relating to use of the AGM-Portal.

   From April 16, 2026, the AGM-Portal will be made available on the Company's website at https://www.berentzen-gruppe.de/ en/investors/annual-general-meeting/.

   By using the AGM-Portal and clicking on the button "Join general meeting", the shareholders or their authorised representatives will join the virtual annual general meeting on May 7, 2026 electronically. However, joining the meeting electronically will not enable them to participate in the meeting within the meaning of Section 118 (1) sentence 2 AktG or exercise voting rights via electronic participation within the meaning of Section 118a (1) sentence 2 no. 2 AktG.

2. Conditions for exercising shareholders' rights in relation to the virtual annual general meeting

   Shareholders are entitled to join and follow the virtual annual general meeting using the AGM-Portal and to exercise their further shareholders' rights in relation to the virtual annual general meeting, in particular their voting right, if they have registered prior to the annual general meeting and provided the Company with documentation of their shareholding. The registration must be provided in German or English. Documentation of the authorisation to participate in the annual general meeting or exercise voting rights must be provided. For this purpose, documentation of the shareholding in text form from the last intermediary suffices in accordance with Section 67c (3) AktG. Under Section 123 (4) sentence 2 AktG and Section 17 (2) sentence 3 of the Company's Articles of Association any such shareholding must be documented as of the close of business on the 22nd day prior to the meeting, i.e. midnight Central European Summer Time (CEST) on April 15, 2026 (the "record date").

   Both the registration and the evidence of shareholding must reach the Company by midnight (CEST) on April 30, 2026 at the latest at the following address or email address:

   Berentzen-Gruppe Aktiengesellschaft c/o meet2vote AG

   Marienplatz 1

   84347 Pfarrkirchen Germany

   Email: anmeldung@meet2vote.de

   After receipt of proper registration and proper documentation of their shareholding by April 30, 2026, midnight (CEST) at the latest, the access details ("Access ID and password") for using the AGM-Portal on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting will be sent to the shareholders. We ask shareholders to register and submit their documentation of the shareholding to the Company as early as possible.

   Only those parties who have provided the evidence of shareholding in an orderly manner as described above are deemed shareholders in relation to the Company for the purposes of attending the virtual annual general meeting and exercising voting rights. The evidence date and/or the evidence itself do not constitute a block on the ability to sell the evidenced shares. Even in the event of the (complete or partial) sale of the shares after the evidence date, solely the shareholding at the evidence date is definitive for attendance and the scope of the voting rights in relation to the Company; in other words, sales of shares after the evidence date have no impact in relation to the Company on the entitlement to attend the annual general meeting or the scope of the voting rights. The same holds true analogously for the acquisition or additional acquisitions of shares after the evidence date. Any party who is not a shareholder at the evidence date, but acquires shares prior to the virtual annual general meeting, is not a shareholder in relation to the Company for the purposes of attendance and voting rights. The evidence date has no significance for the entitlement to receive dividends.

3. Procedure for voting by authorised representatives

   Authorisation

   Shareholders may choose to be represented by an authorised representative, e.g. an intermediary, a shareholders' association, a voting rights advisor or another person of their choice, with regard to participating in the virtual annual general meeting and exercising their voting rights in the virtual annual general meeting.

   Even if an authorised representative is appointed, timely registration and the evidence of entitlement to participate are required (see above under "2. Conditions for exercising shareholders' rights in relation to the virtual annual general meeting") to participate in the virtual annual general meeting and exercise voting rights. If the shareholder authorises more than one person, the Company may refuse to accept one or several of them in accordance with Section 134 (2) AktG. This does not preclude the possibility, for shares in the Company which a shareholder holds in different securities portfolios, of this shareholder in each case appointing a separate representative for the general meeting.

   The authorisation, its revocation, and proof of authorisation provided to the Company must be in text form. The authorisation may be declared vis-à-vis the person to be authorised or the Company. Proof of authorisation may be sent, changed or revoked by post, fax or email no later than May 6, 2026 midnight (CEST), to the following postal address or email address:

   Berentzen-Gruppe Aktiengesellschaft c/o meet2vote AG

   Marienplatz 1

   84347 Pfarrkirchen Germany

   E-Mail: berentzen@meet2vote.de

   or, as of April 16, 2026, sent, changed or revoked via the AGM-Portal on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting in accordance with the procedures provided for this purpose before and during the annual general meeting.

   On the day of the virtual annual general meeting on May 7, 2026, authorisations can only be submitted, amended or revoked via the AGM-Portal, which is accessible on the Company's website at https://www.berentzen-gruppe.de/en/ investors/annual-general-meeting.

   Shareholders who wish to authorise another person may do so by using the form that will be sent to them after proper registration and submitting the documentation of their shareholding. Such a form is also available for download on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting.

   The aforementioned transmission channels are also available until the aforementioned points in time if the authorisation is to be granted by declaration to the Company; in this case, separate proof of granting the authorisation is not required. Authorisations may also be revoked or changed up until the aforementioned points in time by notifying the Company directly using the aforementioned transmission channels.

   If an intermediary, a shareholders' association, a voting rights advisor or persons, associations, institutes or companies considered equivalent in accordance with Section 135 (8) AktG are authorised, the authorised representative must record the authorisation in a verifiable manner; the authorisation must be complete and may only contain the declarations associated with the exercise of voting rights. Shareholders who wish to authorise an intermediary, a shareholders' association, a voting rights advisor or other persons, associations, institutions or companies considered equivalent are requested to agree on the form of the authorisation with the person to be authorised. Reference is made to the special procedure pursuant to Section 135 (1) sentence 5 AktG.

   Authorised representatives will also not be able to participate physically in the annual general meeting. They may exercise the voting right for the shareholders they represent within the scope of their authorisation only by electronic postal vote or by authorising the proxies appointed by the Company, who are then obligated to follow their instructions.

   In order for a proxy to use the AGM-Portal, the proxy must receive the relevant access details.

   Voting by proxy through instruction-bound Company proxies

   Shareholders can also have their shares voted by the Company-appointed proxies, who are required to follow their voting instructions (Company proxy). In this case, too, timely registration and the evidence of entitlement to participate are required (see above under "2. Conditions for exercising shareholders' rights in relation to the virtual annual general meeting") to participate in the annual general meeting and exercise voting rights. The authorization of the proxies and its revocation must be in text form. If proxies appointed by the Company are authorised, instructions for exercising the voting rights must be issued to them in any case.

   Authorisations and instructions to the Company-appointed proxies may be issued, changed or revoked by post or email to the address or email address stated above in the section "Authorisation" by the end of May 6, 2026 midnight (CEST), at the latest, or, as of April 16, 2026, by using the AGM-Potral on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting in accordance with the procedures provided for this purpose up until the chair closes voting at the virtual annual general meeting on May 7, 2026. Such a form will be sent to shareholders after proper registration and providing documentation of their shareholding. Such a form is also available for download on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting.

   If the proxies appointed by the Company are authorised, they must be given instructions for exercising the share-holder's voting right. The proxies are obligated to vote according to the instructions given to them. Proxies may not exercise voting rights at their own discretion. Even where they have been granted an authorisation, they are only entitled to exercise voting rights subject to an express instruction. The Company's proxies shall not either prior to or during the virtual annual general meeting accept instructions or authorisations for filing objections to resolutions adopted by the annual general meeting, for exercising the right to speak and ask questions or for submitting motions.

   If individual votes are taken on an agenda item without this having been announced in advance of the virtual annual general meeting, any instruction issued regarding this agenda item overall is also deemed to be a corresponding instruction for each item of the individual vote.

   Voting by electronic postal vote

   Shareholders may also cast their votes by postal vote electronically using the AGM-Portal on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting. In this case, too, proper registration and proper documentation of the shareholding are required (see above under "2. Conditions for exercising share-holders' rights in relation to the virtual annual general meeting").

   Postal votes, as of April 16, 2026, may be cast, changed or revoked by using the AGM-Portal on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting in accordance with the procedures provided for this purpose up until the chair closes voting at the virtual annual general meeting on May 7, 2026.

   If individual votes are taken on an agenda item without this having been announced in advance of the annual general meeting, the vote cast by postal vote on this agenda item overall is also deemed to be a corresponding vote for each item of the individual vote.

   Duly authorised intermediaries, shareholders' associations, voting rights advisors, or other persons or associations, institute or companies considered equivalent under Section 135 (8) AktG may also utilise the option of electronic voting by post.

4. Transmission of information by intermediaries via SWIFT

   Registration and proof of share ownership, as well as the granting and amendment of proxies and instructions, may also be effected through intermediaries via SWIFT in accordance with Section 67c AktG, in addition to the aforementioned methods of registration and proof of share ownership, ordering access data for the AGM portal and voting. Authorized SWIFT participants please use:

   BIC: CPTGDE5WXXX

   Instructions may only be given via SWIFT in accordance with ISO 20022.

   Registrations and proof of share ownership via SWIFT must be received by the Company no later than the last registration day (SWIFT Enrolment Market Deadline), i.e. by April 30, 2026, midnight (CEST). Access data may be ordered and authorisations and instructions may be issued at a later date via SWIFT. Such orders, authorisations and instructions must be received by the Company by May 6, 2026, noon (CEST) (SWIFT Vote Market Deadline).

5. Submission of statements

   Duly registered shareholders and their authorised representatives are entitled under Section 130a (1) to (4) AktG to submit statements regarding the items of the agenda in text form via electronic communication. The AGM-Portal is available to them for this purpose, with their relevant access details, on the Company's website https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/.

   Statements in text form must be submitted using the procedure provided for this purpose, as a file in PDF format. It is recommended that the file size does not exceed 50 MB. The submission of multiple statements is possible.

   Statements must be submitted no later than five days prior to the meeting, i.e. midnight (CEST) on May 1, 2026 at the latest. Statements submitted regarding the items of the agenda will be made available no later than four days prior to the annual general meeting, i.e. midnight (CEST) on May 2, 2026 at the latest, using the AGM-Portal which is only available to duly registered shareholders or their authorised representatives, with their relevant access details, on the Company's website https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/ - except where the Company may, exceptionally, refrain from making such statements available under Section 130a (3) sentence 4 AktG.

   Motions and nominations, questions and objections to resolutions adopted by the annual general meeting included in the statements submitted in text form will not be taken into consideration at the annual general meeting; applications and nominations may only be submitted (see section 8.2), the right to obtain information may only be exercised (see section 8.3) and objections to resolutions adopted by the annual general meeting (see section 7) may only be filed through the channels separately described in this invitation to the annual general meeting.

6. Right to speak

   Shareholders and their authorised representatives who join the annual general meeting electronically shall have a right to speak at the meeting by means of video communication.

   From roughly one hour prior to the start of the annual general meeting via the AGM-Portal on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/ a virtual request-to-speak desk will operate where shareholders and their authorised representatives can register the contribution that they wish to make.

   The right to speak includes, in particular, the right to submit motions and nominations under Section 118a (1) sentence 2 no. 3 AktG (cf. section 8.2), the right to obtain information under Section 131 (1) AktG (cf. section 8.3) and the right to raise an objection to a resolution adopted by the annual general meeting (cf. section 7).

   The entire virtual annual general meeting, including video communication, will be hosted by the system provided by our service provider on the AGM portal. Shareholders or their authorised representatives are required to have either a non-mobile device (PC, laptop) or a mobile device (e.g. a smartphone or tablet) on which the latest version of at least one of the following browsers is installed: Microsoft Edge, Google Chrome, Mozilla Firefox or Safari. JavaScript must also be activated. Other current browsers with the manufacturer's recommended security settings may be used, although that has not been tested. In order to speak at the virtual annual general meeting, devices must feature a camera and a microphone which can be accessed from the browser in question. It is not necessary to install any other software components or apps on devices. Please ensure that your computer or mobile device has a stable and reliable internet connection and that you are using an up-to-date version of your web browser. Persons who have registered to speak via the virtual request-to-speak desk will be granted access to speak via the AGM-Portal. The Company reserves the right to check whether video communication between the shareholder or authorised representative and the Company is functioning properly at the meeting and before the person in question speaks and, if video communication is not functioning properly, to deny this person the right to speak.

7. Raising objections to annual general meeting resolutions

   Duly registered shareholders or their authorised representatives who have joined the annual general meeting electronically are entitled to raise an objection to a resolution adopted by the annual general meeting using the AGM-Portal on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/ in accordance with the procedures provided for this purpose from the start of the virtual annual general meeting on May 7, 2026 up to the end of the virtual annual general meeting.

   They are also able, as part of their right to speak (see section 6), to raise an objection for recording by the notary. The Company once again points out that the proxies appointed by the Company will not accept any instructions to raise objections.

8. Information on shareholder rights in accordance with Section 122 (2), Section 126 (1), Section 127,

   Section 131 (1) AktG

   1. Requests for additions to the meeting agenda pursuant to Section 122 (2) AktG

      Shareholders whose combined holdings are equal to at least one-twentieth (5%) of the capital stock, or EUR 1,248,000.00 (corresponding to 480,000 shares at the present time), or the proportional amount of EUR 500,000.00 (- round up to the nearest full number of shares - corresponding to 192,308 shares at the present time), may request that items be added to the agenda or announced. A justification or nomination must be included with every new item on the agenda. The request must be addressed to the Executive Board in writing or in electronic form as defined by Section 126a of the German Civil Code (Bürgerliches Gesetz-

      buch - BGB) (i.e. with a qualified electronic signature) and must reach the Company by midnight (CEST) on April 6, 2026 at the latest. The address of the Executive Board is as follows:

      Berentzen-Gruppe Aktiengesellschaft The Executive Board

      Ritterstraße 7

      49740 Haselünne Germany

      E-mail (with qualified electronic signature): ir@berentzen.de

      Provided they were not already published with the invitation to the annual general meeting, additions to the agenda that are to be announced will be published in the Federal Gazette without delay upon receipt of the request and forwarded for publication to such media for which it can be assumed that they will disseminate the information throughout the European Union. They will also be made available on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/ and notified to the shareholders.

      Applicants shall prove pursuant to Section 122 (2) Sentence 1 in conjunction with Section 122 (1) Sentence 3 AktG that they owned their shares for at least 90 days prior to the date on which the request is received and that they will hold their shares until a decision on their request has been made by the Executive Board.

   2. Motions and nominations pursuant to Section 126 (1) and Section 127 AktG

      Shareholders may submit to the Company counter-motions to proposals of the Executive Board and/or Supervisory Board on specific items of the agenda and nominations for the election of Supervisory Board members, the appointment of auditors.

      Motions from shareholders within the meaning of Section 126 AktG (including any supporting statements) opposing a proposal made by the Executive Board and/or Supervisory Board with regard to a specific item of the agenda as well as nominations within the meaning of Section 127 AktG, including the name of the shareholder and any response from the management, will be made available via the website https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/ if the Company receives them no later than midnight (CEST) on April 22, 2026, via the following address or email address

      Berentzen-Gruppe Aktiengesellschaft Investor Relations

      Ritterstrasse 7

      49740 Haselünne Germany

      Email: ir@berentzen.de

      and the other conditions under Section 126 and Section 127 AktG obliging the Company to make such motions or nominations available are met.

      Counter-motions or nominations by shareholders which must be made available pursuant to Section 126 or Section 127 AktG shall be deemed to have been submitted as of the date on which these are made available. The Company will enable the exercise of voting rights regarding these motions or nominations from this date onwards. Motions submitted by shareholders who are not duly registered or not duly authorised need not be discussed at the annual general meeting.

      Shareholders and their authorised representatives joining the annual general meeting electronically shall also have the right to submit motions and nominations at the meeting, as part of their right to speak, by means of video communication (cf. section 6).

   3. Right to obtain information pursuant to Section 131 (1) AktG

      Any shareholder or shareholder's representative may at the annual general meeting require the Executive Board to provide information on affairs of the Company, the Company's legal and business relationships with companies affiliated with it and on the position of the corporate group and of companies included in the consolidated financial statements, provided that this information is necessary for an appropriate assessment of an item of the agenda and the Executive Board does not have any statutory right to refuse to provide this information.

      It is envisaged that the chair of the annual general meeting will specify that the right to obtain information under Section 131 (1) AktG at the annual general meeting may exclusively be exercised by means of video communication, i.e. while exercising the right to speak (see section 6).

      Section 131 (4) sentence 1 AktG prescribes that whenever a shareholder has, due to their shareholder status, been provided with information outside the scope of the annual general meeting, this information is to be provided to any other shareholder or such person's authorised representative at the annual general meeting, at that person's demand, even if this information is not necessary for a proper assessment of the item of the agenda in question.

      In addition, Section 131 (5) sentence 1 AktG prescribes that whenever a shareholder is denied information, they may require that their question and the reason for the denial of this information be included in the minutes of the meeting.

      The Company shall ensure for the virtual annual general meeting that shareholders or their authorised representatives who join the annual general meeting electronically are able at the annual general meeting to submit a request under Section 131 (4) sentence 1 AktG and a request under Section 131 (5) sentence 1 AktG other than by means of video communication, i.e. as part of their right to speak and via the procedure provided for this purpose (cf. in detail section 6 above), including by means of electronic communication via the AGM-Portal on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/, using the procedure provided for this purpose and with their relevant access details.

   4. Additional explanations of the rights of shareholders under Sections 122 (2), 126 (1), 127, 131 (1) AktG

      Additional explanations of the rights of shareholders under Sections 122 (2), 126 (1), 127 and Section 131

      (1) AktG, in particular details of further requirements beyond compliance with the relevant time limits, are available at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/.

9. Reference to the Company's website where the information under Section 124a AktG may be obtained

   The convocation of the annual general meeting, an explanation of why no resolution is to be adopted concerning agenda item 1, the documents which are to be made available at the annual general meeting, the total number of shares and voting rights on the date of convocation, forms which may be used in order to authorise another person and, where appropriate, to issue instructions, any requests for items to be added to the agenda within the meaning of Section 122 (2) AktG and further information relating to the annual general meeting may be obtained on the website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/. The voting results will be published at the same Internet address after the annual general meeting.

   During the annual general meeting, the documents to be made available by law will also be available on the Company's website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/.

   The speeches of the Executive Board will be recorded. The video recording of this can be accessed following the annual general meeting on the Berentzen-Gruppe Aktiengesellschaft website at https://www.berentzen-gruppe.de/en/ investors/annual-general-meeting/. Speech contributions by the shareholders or their representatives will not be recorded.

   The Company also intends to publish on its website at https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/ on a voluntary basis and in advance of the annual general meeting (probably on April 30, 2026) the speeches of the two members of the Executive Board to be delivered at the annual general meeting. The current versions of their speeches at that time will be published on its website.

10. Data protection information for shareholders

    The Company processes personal data in order to conduct the annual general meeting and to enable shareholders to participate in and exercise their rights at the annual general meeting. In addition, these data are used for related purposes and to fulfil other legal obligations (e.g. verification or storage obligations).

    Further information on data protection can be obtained at the following Internet address https://www.berentzen-gruppe.de/en/investors/annual-general-meeting/. Berentzen-Gruppe Aktiengesellschaft will also send out this information in printed form on request.

11. Total number of shares and voting rights

At the date when the invitation to the annual general meeting was published, the Company's capital stock was divided in 9,600,000 no-par-value shares of common stock conferring the same number of voting rights. Accordingly, the total number of voting rights at the date when the invitation to the annual general meeting was published was 9,600,000. This total figure includes the 206,309 treasury shares held by the Company at the time the annual general meeting was convened. The Company is not entitled to any voting rights based on these shares.

Haselünne, March 2026

The Executive Board

Appendix

Additional information on agenda item 5 Supplementary election to the Supervisory Board Prof. Dr. Gregor Solfrian

Election proposal to the Annual General Meeting of Berentzen-Gruppe Aktiengesellschaft on May 7, 2026 as a member of the Supervisory Board representing the shareholders

Details on the Supervisory Board

Mr. Prof. Dr. Gregor Solfrian is neither currently nor has he been previously a member of the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft

Personal information

Occupation, Member of the Executive Board of HLB important activities Husemann AG Wirtschaftsprüfungsgesellschaft

(Audit Firm), Dortmund, Germany

Self-employed auditor/tax adviser, Enger, Germany

Year of birth 1968

Place of birth Herne, Germany

Residence Enger, Germany

Professional Career

2023 - current HLB Husemann AG Wirtschaftsprüfungsgesellschaft (Audit Firm), Dortmund, Germany

Member of the Executive Board

2023 - current Self-employed auditor / tax adviser, Enger, Germany

2013 - current Münster University of Applied Sciences, Münster, Germany

Full (part-time) Professor of Business Administration, specialising in Auditing (2013 to 2018), Honorary Professor (since 2018)

2003 - current Münster University of Applied Sciences, Osnabrück University of Applied Sciences and the University of Osnabrück, Münster / Osnabrück, Germany

External lecturer (lecturing assignments)

2002 - 2023 PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (Audit Firm), Osnabrück, Germany

Partner (2008 to 2023)

1999 - 2002 Ernst & Young Allgemeine Treuhand AG, Audit Firm, Dortmund, Germany Manager

1994 - 1999 Societäts Treuhand Gruppe GmbH, Audit Firm, Osnabrück, Germany Senior Assistant

Training / Academic Career

2002 Professional Examination for Certified Public Accountants, Wirtschaftsprüferkammer (Chamber of Public Accountants) / North Rhine-Westphalia Regional Office, Düsseldorf, Germany

2001 Professional Qualification Examination for Tax Advisers, Steuerberaterkammer (Chamber of Tax Advisers) Düsseldorf, Düsseldorf, Germany

1995 - 2000 PhD in Economics and Social Sciences, Otto-Friedrich-University, Bamberg, Germany Degree: Dr. rer. pol.

1990 - 1994 Studied Economics and Social Sciences, Ruhr University, Bochum, Germany / University of Essen, Essen, Germany / Diploma programme, University of Dortmund, Dortmund, Germany Qualification: Bachelor of Business Administration

Membership of other statutory supervisory boards

None.

Membership of comparable domestic and foreign supervisory bodies of business enterprises

None.

Ritterstraße 7

49740 Haselünne

Germany

T: +49 (0) 5961 502 0

F: +49 (0) 5961 502 268

E: info@berentzen.de

19

Internet: https://www.berentzen-gruppe.de/en