Data Modul AgXETR: DAM

Invitation and Agenda 2026

· Issued by Data Modul AG


DATA MODUL Aktiengesellschaft Produktion und Vertrieb von elektronischen Systemen Munich - ISIN: DE0005498901 - - WKN: 549 890 - ANNUAL GENERAL MEETING

The shareholders of our Company are hereby invited to the

Annual General Meeting

to be held on

Monday, 11 May 2026, at 10:00 a.m. (CEST)

at Haus der Bayerischen Wirtschaft, Max-Joseph-Straße 5, 80333 Munich, Germany.

  1. Agenda
    1. Presentation of the adopted annual financial statements of Data Modul AG and the approved consolidated financial statements of the Group as well as the management report for Data Modul AG and the Group, including the explanatory reports of the Executive Board on the information pursuant to sections 289a s. 1, 315a s. 1 of the German Commercial Code (Han-delsgesetzbuch, HGB) and the essential criteria of the internal control and risk management system with regard to the financial reporting process, the proposal of the Executive Board for the appropriation of the balance sheet profit as well as the Report of the Supervisory Board for the financial year 2025

      The Supervisory Board has approved the annual financial statements prepared by the Executive Board and the consolidated financial statements of the Group. The annual financial statements have thereby been approved pursuant to section 172 sentence 1 of the German Stock Corporation Act (Aktiengesetz, AktG). An approval by the Annual General Meeting is thus not required.

      As of the calling of the Annual General Meeting, the documents are available on our website at

      https://www.data-modul.com/en/company/investor-relations/annual-general-meeting

      In addition, all documents to be provided will be available during the Annual General Meeting and will be explained in more detail at the Annual General Meeting.

    2. Resolution on the appropriation of the balance sheet profit

      The Executive Board and the Supervisory Board propose that the balance sheet profit for the financial year 2025 in the amount of EUR 72.326.567,60 as set out in the annual financial statements of the Company, be appropriated as follows:

      Payment of a dividend to the shareholders

      EUR

      881.545,50

      (EUR 0.25 per no-par-value share entitled to

      a dividend)

      Allocation to other revenue reserves

      EUR

      40.000.000,00

      Profits carried forward

      EUR

      31.445.022,10

      Balance sheet profit

      EUR

      72.326.567,60

      In accordance with section 58 para. 4 sentence 2 AktG, the dividend is due on the third business day following the resolution by the Annual General Meeting, i.e. on 14 May 2026.

    3. Resolution on the discharge of the actions of the Executive Board member for the financial year 2025

      The Executive Board and the Supervisory Board propose that the acts of the Executive Board member holding office in the financial year 2025 be formally approved for the financial year 2025.

    4. Resolution on the discharge of the actions of the Supervisory Board members for the financial year 2025

      The Executive Board and the Supervisory Board propose that the acts of the Supervisory Board members holding office in the financial year 2025 be formally approved for the financial year 2025.

    5. Resolution on the appointment of the public auditor for the financial year 2026

      The Supervisory Board proposes that Forvis Mazars GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Hamburg, be appointed auditor and Group auditor for the financial year 2026.

      The Supervisory Board's proposal is free of undue influence from any third party. Nor were there any rules that would have restricted the Company's freedom to select in the meaning of the EU Audit Regulation (Regulation (EU) No. 537/2014 of the European Parliament and Council of 16 April 2014).

    6. Resolution on the approval of the compensation report

      Pursuant to section 162 AktG, Executive Board and Supervisory Board shall prepare a compensation report and submit this report to the Annual General Meeting for approval pursuant to section 120a para. 4 AktG.

      The compensation report was audited by the auditor of the Company pursuant to section 162 para. 3 AktG. The audit opinion is attached to the compensation report.

      The compensation report including audit opinion is available on our website at https://www.data-modul.com/en/company/investor-relations/annual-general-meeting

      from the time the Annual General Meeting is convened.

      The Executive Board and the Supervisory Board propose to approve the compensation report for the fiscal year 2025 prepared and audited pursuant to section 162 AktG.

  2. Participation in the Annual General Meeting and exercise of voting rights

    The right to participate in and exercise their voting rights at the Annual General Meeting have those shareholders who have registered to that purpose with the Company and transmitted to the Company a specific record of their shareholdings pursuant to section 13 para. 3 of the Articles of Association.

    Proof of entitlement shall be furnished by a record of shareholding in text form issued by the ultimate intermediary pursuant to section 67c para. 3 AktG. The record of shareholding must refer to the close of business of the 22nd day prior to the Annual General Meeting. This is 19 April 2026, midnight (CEST) (record date).

    The registration and the record of shareholding must be prepared in the German or English language and must be received by the Company in text form by 4 May 2026, midnight (CEST), at the latest via one the following channels:

    Data Modul AG

    c/o Computershare Operations Center

    80249 Munich

    E-Mail: anmeldestelle@computershare.de

    Registration for the Annual General Meeting, voting (also by proxy) and the authorization of third parties can also be transmitted to the company via intermediaries in accordance with SRD II in conjunction with the Implementing Regulation (EU 2018/1212) in ISO 20022 format (e.g. via SWIFT, CMDHDEMMXXX) pursuant to Section 67c AktG. Authorization via the SWIFT Relationship Management Application (RMA) is required for registration via SWIFT.

  3. Significance of the record date

    The entitlement to participate in the Annual General Meeting and the scope of the voting rights are exclusively determined by the shareholding owned by the respective shareholder on the record date. Changes in the shareholding following the record date will not affect the entitlement to participate in the Annual General Meeting and the scope of voting rights. The record date is not equivalent to a ban on the sale of shares. Persons who do not own any shares on the record date and become shareholders only after the record date are not entitled to participate in the Annual General Meeting or to exercise voting rights, insofar as they do not act as authorized representatives. The record date does not constitute a relevant date with respect to the dividend entitlement.

  4. Procedures for proxy voting

    Duly registered shareholders may have their voting and other rights exercised by proxy of their choice, e.g. an intermediary, a shareholders' association, a voting advisor or another authorized third party, after granting the appropriate power of attorney.

    If a shareholder authorizes more than one person, the Company may reject one or several of them pursuant to section 134 para. 3 s. 2 AktG.

    The power of attorney may be granted by declaration to the proxy or to the Company. The granting of such proxy, its revocation and the provision of proof vis-à-vis the Company for the granting of power of attorney require text form (section 126b BGB). Shareholders are requested to use the form they receive together with the admission ticket to grant the power of attorney.

    The power of attorney may be issued vis-à-vis the Company no later than Sunday, 10 May 2026, midnight (CEST) (receipt decisive), using the following e-mail-address:

    anmeldestelle@computershare.de

    The same applies to the revocation of a power of attorney and the proof of a power of attorney granted to the proxy.

    In case of authorization of intermediaries, voting rights advisors, shareholders' associations or other persons acting in a business capacity pursuant to Section 135 AktG (authorization pursuant to section 135 AktG), special statutory provisions apply, in particular section 135 AktG. Shareholders who wish to grant power of attorney pursuant to section 135 AktG are requested to consult with the person to be granted power of attorney on the procedure and form of the power of attorney.

  5. Shares and voting rights

    As of the calling of the Annual General Meeting 2026, the nominal share capital of the Company amounts to EUR 10,578,546.00 and is divided into 3,526,182 ordinary bearer shares without par value. Each share without par value grants one vote. The total number of voting rights in the Company corresponds to the total number of shares and therefore amounts to 3,526,182 voting rights at the time of calling of the Annual General Meeting.

  6. Rights of the shareholders Request to amend the agenda

    Shareholders whose shareholdings in aggregate represent 5% of the nominal share capital or a proportionate amount of EUR 500,000.00 of the nominal share capital may request that items be included in the agenda and published.

    Each new item must be substantiated or accompanied by the wording of the proposed resolution. The request is to be addressed in writing to the Executive Board of the Company and must be received by the Company at least 30 days prior to the Annual General Meeting. In this respect, the day of receipt shall not be counted. Thus, the last permissible day of receipt is 10 April 2026, midnight (CEST).

    The following address is to be used for the transmission of requests for supplements to the agenda:

    Executive Board of Data Modul AG Investor Relations

    Landsberger Str. 322

    80687 Munich Germany

    In accordance with section 122 para. 2 and para. 1 AktG, the shareholders concerned must verify that they have owned the above-mentioned minimum number of shares for at least 90 days prior to the receipt of the demand and that they will hold the shares until a decision is reached by the Executive Board with respect to the application. For the purposes of calculating the time limit referred to above, section 121 para. 7 AktG will be applied accordingly.

    Counter-motions and election proposals

    Each shareholder is entitled to make counter-motions regarding individual agenda items or election proposals. Counter-motions must be accompanied by a statement of grounds for the motion.

    The Company will make available motions of shareholders, including the respective shareholder's name, a statement of grounds for the motion and any statements of the management, on the internet at

    https://www.data-modul.com/en/company/investor-relations/annual-general-meeting

    provided that the shareholder has sent a counter-motion to the Company against a proposal of the Executive Board and the Supervisory Board with respect to a certain agenda item, including a statement of grounds for the counter-motion, no later than 14 days prior to the Annual General Meeting. In this respect, the day of receipt shall not be counted. Thus, the last permissible day of receipt is 26 April 2026, midnight (CEST).

    These requirements apply mutatis mutandis to election proposals. Election proposals do not need to be substantiated. In addition to the cases referred to in section 126 para. 2

    AktG, the Executive Board is also not required to make available election proposals of shareholders if they do not include the disclosures referred to in section 124 para. 3 sentence 4 AktG (name, exercised profession and place of residence) and section 125 para. 1 sentence 5 AktG (membership on other statutorily established supervisory boards).

    The following address is to be used for the transmission of counter-motions and election proposals:

    Data Modul AG Investor Relations Landsberger Str. 322

    80687 Munich Germany

    E-Mail: hv@data-modul.com

    The right of each shareholder to make counter-motions and election proposals during the Annual General Meeting regarding the various agenda items, even without prior communication to the Company, remains unaffected.

    Shareholders' information rights

    In the Annual General Meeting, pursuant to section 131 para. 1 AktG, each shareholder may request from the Executive Board information on the matters of the Company to the extent that such information is necessary to permit a proper evaluation of the relevant agenda item. This right to information also extends to the Company's legal and business relationships with an affiliated company. The Executive Board may refuse to provide information under the conditions set forth in section 131 para. 3 AktG. An explanation of the conditions under which the Executive Board may refuse to provide information is available at the Company's website under

    https://www.data-modul.com/en/company/investor-relations/annual-general-meeting.

  7. Information contained on the website of the Company

    The present calling of the Annual General Meeting, the documents to be made available and motions of shareholders as well as further information is also available at the website of the Company under

    https://www.data-modul.com/en/company/investor-relations/annual-general-meeting.

  8. Data protection information

The following data protection information is designed to inform the shareholders about the processing of their personal data in connection with the preparation and holding of as well as follow-up the Annual General Meeting and their rights regarding such processing.

Responsible entity, purposes and legal basis of the processing

The Company is the responsible entity for data processing.

The Company uses personal data of its shareholders and any shareholder representatives to enable the shareholders and shareholder representatives to participate in and exercise their rights before and during the Annual General Meeting. In addition, personal data will be used for related purposes and to satisfy other statutory requirements (e.g., relating to documentary evidence or record retention).

The legal basis for the processing is Art. 6 para. 1 sentence 1 lit. c) EU General Data Protection Regulation.

Recipients of personal data

The Company is using external service providers and advisors to prepare, hold and follow up the Annual General Meeting. Service providers and advisors will receive from the Company only such personal data as are required for the execution of the service and will process the data exclusively in accordance with the Company's instructions. In addition, shareholders and shareholder representatives may inspect the list of participants to be made accessible at the Annual General Meeting.

Storage period

Personal data will be stored as long as this is required by law or the Company has a legitimate interest in the storage of such data, such as in the case of judicial or extrajudicial proceedings in connection with the Annual General Meeting. The personal data will then be deleted.

Rights

Subject to the statutory requirements, shareholders have the right to receive information about the processing of their personal data, to require rectification or erasure of their personal data or the restriction of the processing and to receive your personal data in a structured, commonly used and machine-readable format (data portability).

Subject to the statutory requirements, shareholders have the right to object to the processing of their personal data.

Shareholders also have the right to lodge a complaint with a supervisory authority.

Contact details

Contact details of the Company are: Data Modul AG

Landsberger Str. 322

80687 Munich

Contact details of the Data Protection Officer are: Data Modul AG

Data Protection Officer

Landsberger Str. 322

80687 Munich

e-mail: Datenschutz@data-modul.com

Munich, March 2026 The Executive Board

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