Lenzing : Proposed resolutions on items 2-8b of the agenda (hv 2026 proposed resolutions items 2 8b)

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82 nd Annual General Meeting of Lenzing Aktiengesellschaft Thursday, 23 April 2026, 10:00 a.m. Proposed resolution regarding agenda item 2: Adopting a resolution on the discharge of the Members of the Management Board for the business year 2025 The Management Board and the Supervisory Board propose that the General Meeting adopts the following Resolution "The members of the Management Board of Lenzing Aktiengesellschaft acting in the business year 2025 are hereby discharged for the business year 2025." Proposed resolution regarding agenda item 3: Adopting a resolution on the discharge of the Members of the Supervisory Board for the business year 2025 The Management Board and the Supervisory Board propose that the General Meeting adopts the following Resolution " The members of the Supervisory Board of Lenzing Aktiengesellschaft acting in the business year 2025 are hereby discharged for the business year 2025 ." Proposed resolution regarding agenda item 4: Adopting a resolution on the compensation of the Members of the Supervisory Board for the business year 2026 The Management Board and Supervisory Board propose, as in the previous business year, to reduce the remuneration of the Supervisory Board members for the business year 2026 by around 20% compared to the business year 2024 due to the economic situation of Lenzing Aktiengesellschaft. The General Meeting may therefore, in accordance with Section 13 of the Company's Articles of Association and Section 98 of the Austrian Stock Corporation Act (AktG), adopt the following Resolution " The compensation of members of the Supervisory Board for the business year 2026 is determined as follows: chairman of Supervisory Board: EUR 92,000.00 vice-chairman of Supervisory Board: EUR 60,000.00 each other member of the Supervisory Board: EUR 40,000.00 chairman of the Audit Committee and Finance Expert, insofar as he is not chairman of the Audit Committee: EUR 52,000.00 chairman of the Nomination and Remuneration Committee: EUR 28,000.00 chairman of the Strategy and ESG Committee: EUR 52,000.00 each member of the Audit Committee: EUR 20,000.00 each member of the Nomination and Remuneration Committee: EUR 12,000.00 each member of the Strategy and ESG Committee: EUR 20,000.00 Each member of the Supervisory Board is to receive an attendance fee of EUR 2,000.00 for each meeting of the Supervisory Board in the business year 2026. The attendance fee for each meeting day, independent of the amount of Supervisory Board or committee meetings on such day, is capped at the amount of EUR 2,000.00. For the attendance of Supervisory Board meetings or committee meetings by electronic means, half of the attendance fee shall fall due. The compensation is due for payment as follows: 50% at the end of the second quarter (at the end of June 2026) 25% at the end of the third quarter (at the end of September 2026) 25% at the end of the fourth quarter (at the end of December 2026) The attendance fee incurred up to this point in time shall fall due together with the compensation. A member of the Supervisory Board or a committee member who has served for less than a full business year will receive the compensation aliquot (calculated on daily basis). Similarly, such aliquot compensation shall apply (calculated on daily basis) to the change of the chairman of the Supervisory Board respectively of the committee, the vice-chairman and the Finance Expert. The members of the Supervisory Board are included in a directors' and officers' liability insurance policy maintained by the Company in the interest of the Company. The coverage shall be proportionate in amount, scope and time limit for subsequent notification." Proposed resolution regarding agenda item 5: Elections to the Supervisory Board The Nomination Committee of the Supervisory Board proposes that the General Meeting adopts the following Resolutions "1. Dr. Astrid Skala-Kuhmann, born 7 September 1953, is re-elected as member of the Supervisory Board of Lenzing Aktiengesellschaft. Her term of office runs from the end of this General Meeting until the end of the General Meeting that will decide on the discharge of the members of the Supervisory Board with regard to the business year 2030. Mag. Gerhard Schwartz, born 6 August 1965, is re-elected as member of the Supervisory Board of Lenzing Aktiengesellschaft. His term of office runs from the end of this General Meeting until the end of the General Meeting that will decide on the discharge of the members of the Supervisory Board with regard to the business year 2030. Mag. Helmut Bernkopf, born 10 May 1967, is re-elected as member of the Supervisory Board of Lenzing Aktiengesellschaft. His term of office runs from the end of this General Meeting until the end of the General Meeting that will decide on the discharge of the members of the Supervisory Board with regard to the business year 2030." Reasoning Upon completion of the General Meeting dated 23 April 2026, Dr. Astrid Skala-Kuhmann's term of office will expire. Upon completion of the General Meeting dated 23 April 2026, Mag. Gerhard Schwartz retired at his own request. Upon completion of the General Meeting dated 23 April 2026, Mag. Helmut Bernkopf's term of office will expire. Pursuant to Section 9 para 1 of the Articles of Association of Lenzing Aktiengesellschaft, the Supervisory Board must consist of at least three and no more than ten members elected by the General Meeting and the members delegated in accordance with Section 110 para 1 ArbVG. The Supervisory Board has so far comprised of ten members elected by the General Meeting since its last election by the General Meeting dated 17 April 2025 (in addition, there are the members delegated according to ArbVG). The Nomination Committee of the Supervisory Board proposes to elect three members, so that after the election at the General Meeting on 23 April 2026, the Supervisory Board will remain comprised of ten members elected by the General Meeting. Lenzing Aktiengesellschaft is not subject to the scope of application of Section 86 para 7 of the Austrian Stock Corporation Act. The following nominations by the Nomination Committee were made on the basis of the requirements of Section 87 para 2a of the Austrian Stock Corporation Act, the Corporate Governance Code and on the basis of a recommendation by the Nomination Committee. The Nomination Committee nominates, Dr. Astrid Skala-Kuhmann for re-election to the Supervisory Board for a period that runs from the end of the upcoming General Meeting until the end of the General Meeting that will decide on the discharge of the members of the Supervisory Board with regard to business year 2030. Mag. Gerhard Schwartz for re-election to the Supervisory Board for a period that runs from the end of the upcoming General Meeting until the end of the General Meeting that will decide on the discharge of the members of the Supervisory Board with regard to business year 2030. Mag. Helmut Bernkopf for re-election to the Supervisory Board for a period that runs from the end of the upcoming General Meeting until the end of the General Meeting that will decide on the discharge of the members of the Supervisory Board with regard to business year 2030. The suggested candidates for the election have already presented statements within the meaning of Section 87 para 2 Austrian Stock Corporation Act. Such statements are available on the company's website as well and in particular declares that any circumstances in connection with Section 87 para 2 of the Austrian Stock Corporation Act have been disclosed and, according to the assessment of the nominee, there are no circumstances that could give rise to concerns about its impartiality, the suggested candidates have not been convicted of any criminal offence by a court of law, in particular of any offence that would undermine his professional reliability in accordance with Section 87 para 2a sentence 3 of the Austrian Stock Corporation Act, and there are no appointment restrictions within the meaning of Section 86 para 2 and para 4 of the Austrian Stock Corporation Act. The Nomination Committee of the Supervisory Board prepared this proposal and, pursuant to Section 87 para 2a of the Austrian Stock Corporation Act, made sure that the professional and personal qualifications of the members and the balanced composition of the Supervisory Board were taken into account and aspects of the diversity of the Supervisory Board with regard to the representation of both genders and the age structure as well as the internationality of the members are adequately considered. The General Meeting is required to vote in accordance with the nominations. Proposals for the election of Supervisory Board members including the statements pursuant to Section 87 para 2 of the Austrian Stock Corporation Act for each suggested candidate must be made available on the Company's website no later than 16 April 2026, otherwise the candidate is not allowed to be included in the vote. This also applies to proposals for election by shareholders in accordance with Section 110 of the Austrian Stock Corporation Act, which must be received by the Company in text form no later than 14 April 2026. Proposed resolution regarding agenda item 6: Adopting a resolution on the remuneration report The Management Board and the Supervisory Board of a listed company shall prepare a clear and comprehensible remuneration report for the compensation of the members of the Management Board and the Supervisory Board pursuant to Section 78c in conjunction with Section 98a of the Austrian Stock Corporation Act. This remuneration report shall provide a comprehensive overview of the compensation granted or owed to the current and former members of the Management Board and the Supervisory Board in the course of the last financial year within the framework of the remuneration policy (Section 78a in conjunction with Section 98a of the Austrian Stock Corporation Act), including all benefits in any form. The remuneration report for the last financial year shall be submitted to the General Meeting for voting. The vote shall be of a recommendatory nature. The resolution cannot be appealed (Section 78d para 1 Austrian Stock Corporation Act). The Management Board and the Supervisory Board are required to prepare a proposal for a resolution on the remuneration report in accordance with Section 108 para 1 of the Austrian Stock Corporation Act. This resolution proposal of the Management Board and the Supervisory Board on the resolution on the remuneration report and the remuneration report shall be made available on the website registered in the commercial register in accordance with Section 108 para 4 no 4 of the Austrian Stock Corporation Act as of the 21 st day prior to the General Meeting. The Management Board and the Supervisory Board of Lenzing Aktiengesellschaft approved a remuneration report in accordance with Section 78c in conjunction with Section 98a of the Austrian Stock Corporation Act (AktG) at their meeting on 11 March 2026 and proposed a resolution in accordance with Section 108 para 1 of the Austrian Stock Corporation Act (AktG). The remuneration report will be made available on the company website of Lenzing Aktiengesellschaft www.lenzing.com registered in the commercial register at the latest as of 2 April 2026 (21 st day prior to the General Meeting). The Management Board and the Supervisory Board propose that the remuneration report for the financial year 2025, as made available on the website registered in the commercial register, be adopted. The remuneration report is attached to this proposed resolution as Annex ./1 . Proposed resolution regarding agenda item 7: Election of the auditor for the annual and consolidated financial statements and the auditor for the consolidated sustainability reporting for the business year 2026 According to the recommendation of the Audit Committee, the Supervisory Board proposes that the General Meeting adopts the following Resolutions "(i) KPMG Austria GmbH Wirtschaftsprüfungs- u. Steuerberatungsgesellschaft, is appointed to be Auditor for the annual financial statements and the consolidated financial statements relating to the business year 2026. (ii) KPMG Austria GmbH Wirtschaftsprüfungs- u. Steuerberatungsgesellschaft is appointed to be Auditor for the consolidated sustainability reporting for the business year 2026." Proposed resolution regarding agenda item 8: 8a. Adopting a resolution on the new authorization of the Management Board to purchase with the consent by the Supervisory Board, own shares up to 10% of the share capital for a maximum of 30 months from the date of the resolution pursuant to Section 65 para 1 no 4 and 8 of the Austrian Stock Corporation Act (AktG), if necessary for the redemption of own shares, and on the determination of the repurchase terms and conditions, by revocation of the corresponding authorization to purchase own shares granted by the Annual General Meeting resolution of 18 April 2024 on item 10a of the agenda. 8b. Adopting a resolution on the renewed authorization of the Management Board pursuant to Section 65 para 1b of the Austrian Stock Corporation Act (AktG), with the consent by the Supervisory Board, to sell the shares in a manner other than via the stock exchange or by means of a public offer and to decide on any exclusion of shareholders' right to repurchase (subscription rights) by revocation of the corresponding authorization to sell own shares granted by the Annual General Meeting resolution of 18 April 2024 on item 10b of the agenda pursuant to Section 65 para 1b Austrian Stock Corporation Act. The Management Board and the Supervisory Board propose that the General Meeting adopts the following Resolutions Item 8a of the agenda: "For a period of 30 months from the day on which the resolution is passed, the Management Board shall be authorized in accordance with Section 65 para 1 no 4 and 8 and para 1a and 1b of the Austrian Stock Corporation Act (AktG) - subject to the simultaneous revocation of the relevant resolutions adopted by the Annual General Meeting on 18 April 2024 - with the consent by the Supervisory Board to acquire own shares of the Company, whereby the lowest consideration to be paid at the time of repurchase is 25% below the weighted average closing price of the last 20 trading days prior to the start of the respective repurchase program and the highest consideration to be paid at the time of repurchase is 25% above the weighted average closing price of the last 20 trading days prior to the start of the corresponding repurchase program, and to determine the terms and conditions of the repurchase, whereby the Management Board shall publish the Management Board's resolution and the respective repurchase program based on it, including its duration, in accordance with the statutory provisions (each). The Management Board may exercise this authorization once or several times within the limits of the legal requirements regarding the maximum number of own shares permitted, up to a total limit of 10% of the share capital. The authorization may be exercised in whole or in part or in several partial amounts and in pursuit of one or more purposes by the Company, by a subsidiary company (Section 189a no 7 of the Austrian Commercial Code) or by third parties for the account of the Company, in particular (i) for the purpose of implementing an employee participation program including members of the Management Board and senior executives of the Company or of companies affiliated with it (Section 189a no 8 of the Austrian Commercial Code) or (ii) as consideration in connection with the acquisition of companies, businesses, parts of businesses or shares in one or more companies in Austria or abroad. The acquisition can be carried out on or off-exchange in compliance with the legal requirements. Trading in own shares is excluded as the purpose of acquisition. The Management Board is authorized, with the consent by the Supervisory Board, to redeem or resell the acquired own shares without a further resolution of the General Meeting and to determine the terms and conditions of sale. The authorization may be exercised in whole or in several partial amounts and in pursuit of one or more purposes by the Company, by a subsidiary company (Section 189a no 7 of the Austrian Commercial Code) or by third parties for the account of the Company. The Supervisory Board is authorized to adopt any amendments to the Articles of Association resulting from the redemption of shares." Item 8b of the agenda: "For a period of 5 years from the date of the resolution - subject to the simultaneous revocation of the respective resolutions by the Annual General Meeting of 18 April 2024 - the Management Board is authorized, with the consent by the Supervisory Board, to determine, in accordance with Section 65 para 1b of the Austrian Stock Corporation Act (AktG), for the sale of own shares a legally permissible method of disposal other than via the stock exchange or a public offer and to resolve on any exclusion of the shareholders' right to repurchase (subscription right) and to determine the conditions of sale." Reasoning Section 65 para 1 no 4 of the Austrian Stock Corporation Act (AktG) allows companies to repurchase their own shares for the purpose of offering them to employees, executives and members of the Management Board or Supervisory Board of the company or one of its affiliated companies. Section 65 para 1 no 8 of the Austrian Stock Corporation Act (AktG) enables listed stock companies, such as Lenzing Aktiengesellschaft, to repurchase their own shares for a neutral purpose. The resolution is intended to authorize the Management Board of Lenzing Aktiengesellschaft to carry out a share repurchase program with the consent by the Supervisory Board - of course, taking into account the extensive statutory disclosure requirements. With the option to implement a share repurchase program, the Company shall be enabled to react quickly and flexibly to market opportunities and in the event of declining prices, to implement share repurchases to stabilize the share price. The Company will also be given the opportunity to invest liquid funds in its own shares at attractive conditions. The option provided for in the resolution to reduce the share capital by redeeming the shares is intended to increase the Company's flexibility in dealing with the shares, which may be repurchased. Redemption of the shares would lead to a reduction in the number of issued shares and thus to a higher share value of the remaining shares in Lenzing Aktiengesellschaft. With regard to the proposed possible exclusion of shareholders' repurchase rights (subscription rights) in the cases mentioned in the proposed resolution, reference is made to the corresponding report of the Company's Management Board, which is expected to be available on the Company's website at https://www.lenzing.com under the menu items "Investors" and "Shareholder meeting" from 2 April 2026 at the latest. This report will also be available at the General Meeting. It is pointed out that the proposed resolutions on agenda items 8a and 8b are to be voted on separately. If the resolution in accordance with the corresponding resolution proposal is passed on agenda item 8a, this resolution shall remain unaffected by any negative outcome of the resolution on agenda item 8b. This document is published in German and in a non-binding English convenience translation. g

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