Saf-holland SeXETR: SFQ

Invitation to the Annual General Meeting 2026 (01 SAF HOLLAND SE Invitation to the AGM 2026 final)

· Issued by Saf-holland SE
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Invitation

to the Annual General Meeting 2026

of SAF-HOLLAND SE

Prepared for tomorrow



SAF-HOLLAND SE Bessenbach

ISIN: DE000SAFH001 WKN: SAFH00

Unique identifier of the corporate event: DE000SAFH001-GMET-202605

Invitation to the 2026 Annual General Meeting

We hereby invite our shareholders to the Annual General Meeting of SAF-HOLLAND SE

("Company"), to be held on

Thursday, May 21, 2026, at 10:00 hours (CEST), at Stadthalle Lohr, Jahnstrasse 8, 97816 Lohr am Main.

For the sole purpose of better readability, gender-specific language is not used in this invitation and the generic masculine is used. All personal designations and terms apply in principle to all genders in the sense of equal treatment. The abbreviated language form is for editorial reasons only and does not imply any value judgment.

Note: Where this invitation refers to provisions of the German Stock Corporation Act (Aktiengesetz, AktG) ("German Stock Corporation Act"), no cross-references from Council Regulation (EC) No 2157/2001 of October 8, 2001 on the Statute for a European company (SE) ("SE Regulation") or the German SE Implementation Act (SE-Ausführungsgesetz, SEAG) ("German SE Implementation Act") are cited for reasons of simplicity.

I. Agenda
  1. Presentation of the adopted annual financial statements of SAF-HOLLAND SE and the approved consolidated financial statements, in each case as at December 31, 2025, the combined management report for SAF-HOLLAND SE and the Group (including the explanatory report of the Management Board on the disclosures pursuant to Sections 289a and 315a of the German Commercial Code (Handelsgesetzbuch, HGB)) and the report of the Supervisory Board of SAF-HOLLAND SE, in each case for the 2025 financial year

    The above documents will be available from the time the General Meeting is convened on our website at "https://corporate.safholland.com/en/company" under "Investor Relations" and the heading "Annual General Meeting". The documents will also be available for inspection by the shareholders and will be explained in more detail at the General Meeting.

    The documents form part of the 2025 Annual Report, with the exception of the adopted annual financial statements.

    The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the Management Board. The annual financial statements are thus adopted in accordance with Section 172 of the German Stock Corporation Act. The documents referred to under this agenda item are presented to the General Meeting without the need for a resolution by the General Meeting.

  2. Resolution on the appropriation of retained earnings for the 2025 financial year

    The Management Board and Supervisory Board propose that the Company's retained earnings from the 2025 financial year in the amount of EUR 86,032,282.03 be appropriated as follows:

    Distribution of a dividend in the amount of EUR 0.65

    per no-par value share entitled to a dividend: EUR 29,042,931.45

    Profit carried forward to new account: EUR 56,989,350.58

    Should the number of no-par value shares entitled to a dividend for the 2025 financial year change prior to the General Meeting, a corresponding adjustment would be made to the proposal for a resolution and put to vote at the General Meeting. The proposal would provide for an unchanged dividend of EUR 0.65 per no-par value share entitled to a dividend and a corresponding adjustment to the amounts for the total dividend payout and the profit carried forward.

    The claim to the dividend is due on the third business day following the resolution of the General Meeting, i.e., May 27, 2026.

  3. Resolution on the formal approval of the acts of the members of the Management Board

    The Management Board and Supervisory Board propose that the acts of the members of the Management Board in office during the 2025 financial year be formally approved for this period.

  4. Resolution on the formal approval of the acts of the members of the Supervisory Board

    The Management Board and Supervisory Board propose that the acts of the members of the Supervisory Board in office during the 2025 financial year be formally approved for this period.

  5. Resolution on the selection of the statutory auditors for the annual financial statements and consolidated financial statements, the auditors for any audit of the half-yearly financial report and any other interim financial information and the auditors for the sustainability reports for the Company and the Group, in each case for the 2026 financial year

    On the recommendation and preference of its Audit Committee, the Supervisory Board proposes resolving as follows:

    1. EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Stuttgart, are appointed as statutory auditors for the annual financial statements and consolidated financial statements for the 2026 financial year and as auditors for any audit of the half-yearly financial report and any other interim financial information for the 2026 financial year.

    2. EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Stuttgart, are appointed as auditors for the sustainability reports for the Company and the Group for the 2026 financial year.

      The selection under agenda item 5.2 is made subject to the condition precedent that, upon the entry into force of the act implementing Directive (EU) 2022/2464 of the European Parliament and of the Council of December 14, 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting, as amended by Directive (EU) 2025/794 (CSRD), into national law (CSRD Implementation Act), the Company is required to prepare an externally auditable sustainability report for the Company and/or the Group for the 2026 financial year, and an auditor for the audit of such sustainability report can be appointed by the General Meeting.

      The Company intends to hold separate polls on agenda items 5.1 and 5.2.

      Under Regulation (EU) No 537/2014 of the European Parliament and of the Council of April 16, 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC ("EU Statutory Audit Regulation"), the Company is required to change its statutory auditor at regular intervals - in principle no later than every ten years. Due to these requirements, a change of statutory auditor is required as of the 2026 financial year.

      The recommendation of the Audit Committee was preceded by a selection procedure conducted in accordance with Article 16(3) of the EU Statutory Audit Regulation. On the basis of this selection procedure, the Audit Committee recommended to the Supervisory Board, stating its reasons, EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Stuttgart, and Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich, for the aforementioned audit services in accordance with Article 16(2) of the EU Statutory Audit Regulation and communicated a reasoned preference for EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft.

      In accordance with Article 16(2), third subparagraph of the EU Statutory Audit Regulation, the Audit Committee has declared that its recommendation is free from the undue influence of third parties and that no restriction has been imposed on it

      with regard to the selection of a particular statutory auditor or audit firm (Article 16(6) of the EU Statutory Audit Regulation).

  6. Resolution on the approval of the remuneration report for the 2025 financial year

    Under Section 162(1), first sentence of the German Stock Corporation Act, the management board and supervisory board of listed companies are required to prepare a clear and comprehensible report each year on the remuneration granted and owed to each current or former individual member of the management board and supervisory board in the past financial year and to submit this report to the general meeting for approval pursuant to Section 120a(4), first sentence of the German Stock Corporation Act. The remuneration report for the 2025 financial year was reviewed by the auditors in accordance with Section 162(3) of the German Stock Corporation Act to determine whether the legally required disclosures pursuant to Section 162(1) and (2) of the German Stock Corporation Act were made. The auditors' report on the remuneration report is attached to the remuneration report.

    The remuneration report for the 2025 financial year and the report on its audit by the auditors will be available from the time the General Meeting is convened on the Company's website at "https://corporate.safholland.com/en/company" under "Investor Relations" and the heading "Annual General Meeting". The remuneration report and the report on its audit will also be available for inspection by the shareholders during the General Meeting.

    The Management Board and Supervisory Board propose that the remuneration report for the 2025 financial year presented to the General Meeting, which was prepared and audited in accordance with Section 162 of the German Stock Corporation Act, is approved.

  7. Resolution on the revocation of the existing authorization to acquire treasury shares and on the granting of a new authorization to acquire and use treasury shares pursuant to Section 71 (1) No. 8 AktG with the possibility to exclude subscription and tender rights

The Annual General Meeting of June 10, 2021, authorized the Company under agenda item 11 to acquire treasury shares until June 9, 2026 in a volume of up to a total of 10% of the Company's share capital. The Company has partially exercised this authorization in the context of the 2025 share buyback program.

In light of the fact that the existing authorization to acquire treasury shares will expire on June 9, 2026, the Company shall be provided with a new authorization capped at the volume permitted by law for the acquisition of treasury shares amounting to 10% of the Company's share capital. This is intended to enable the Company to continue to acquire treasury shares in an appropriate volume at short notice without requiring a further resolution of the General Meeting.

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

  1. The authorisation to acquire treasury shares granted by the Annual General Meeting of June 10, 2021, under agenda item 11 is revoked with effect from the time the new authorizations under lit. b) through lit. f) of this agenda item 7 below become effective.

  2. The Management Board shall be authorized until May 20, 2028 to acquire treasury shares up to a total of 10% of the share capital existing at the time the resolution is adopted or - if lower - at the time the authorization is exercised, subject to the principle of equal treatment (Section 53a of the German Stock Corporation Act). Together with other treasury shares acquired by the Company and held by or attributable to the Company pursuant to Sections 71d or 71e of the German Stock Corporation Act, the treasury shares acquired on the basis of this authorization may at no time exceed 10% of the Company's relevant share capital. The authorization must not be used for the purpose of trading in treasury shares.

    The authorization may be exercised once or several times, in whole or in part, in pursuit of one or more purposes by the Company, but also by dependent companies or companies in which the Company holds a majority interest, or by third parties for the account of the Company or of companies dependent on it or in which it holds a majority interest.

    At the discretion of the Management Board, treasury shares may be purchased on the stock exchange or by means of a public purchase offer to all shareholders or by means of a public invitation to tender an offer for sale. In the event of acquisition via the stock exchange, the consideration paid per share (excluding incidental acquisition costs) may not be more than 10% higher or 20% lower than the average closing price of the Company's shares of the same class in Xetra trading (or a comparable successor system) on the last five trading days of the Frankfurt Stock Exchange prior to entering into the obligation to purchase. In the case of a public offer to purchase or a public invitation to tender an offer to sell, the purchase price offered or the limits of the purchase price range per share (excluding incidental acquisition costs) may not be more than 10% higher or 20% lower than the average closing price of the Company's shares of the same class in Xetra trading (or a comparable successor system) on the last five trading days of the Frankfurt Stock Exchange prior to the date of publication of the purchase offer or the public invitation to tender an offer to sell. If there are significant deviations in the relevant price after publication of a purchase offer or the public invitation to tender an offer to sell, the purchase offer or the invitation to tender an offer may be adjusted. In this case, the relevant price shall be determined on the basis of the closing price for shares of the Company of the same class in Xetra trading (or a comparable successor system) on the last trading day of the Frankfurt Stock Exchange prior to publication of the adjustment; the 10% limit for exceeding or the 20% limit for falling short shall be applied to this amount.

    The volume of the purchase offer or invitation to tender an offer may be limited. If the total acceptance of the purchase offer or the offers tendered by the shareholders in response to an invitation to tender an offer exceed or exceeds this volume, the acquisition or acceptance must take place by partially excluding any tender rights of the shareholders in proportion to the shares offered in each case. Provision may be made, to the partial exclusion to that extent of any tender rights of shareholders, for the preferential purchase or preferential acceptance of smaller numbers of up to 100 shares of the Company offered for purchase per shareholder. The purchase offer or the invitation to tender an offer to sell may set further terms and conditions.

  3. The Management Board is authorized to use treasury shares acquired by the Company on the basis of the foregoing or earlier authorizations pursuant to Section 71(1), no. 8 of the German Stock Corporation Act for any permissible purpose, and in particular in the following manner:

    1. The acquired treasury shares may also be sold in a way other than via the stock exchange or by means of an offer to all shareholders if the shares are sold for cash at a price that is not significantly lower than the stock exchange price of shares of the Company of the same class at the time of the sale (Section 71(1), no. 8, fifth sentence of the German Stock Corporation Act in conjunction with Section 186(3), fourth sentence of the German Stock Corporation Act). The relevant stock exchange price within the meaning of the foregoing provision shall be the average of the closing prices for shares of the Company of the same class in Xetra trading (or a comparable successor system) on the last five trading days of the Frankfurt Stock Exchange prior to entering into the obligation to sell the shares. The subscription right of the shareholders is excluded. However, this authorization shall only apply subject to the proviso that the shares sold with the exclusion of subscription rights may not in total exceed 10% of the Company's share capital, neither at the time this authorization becomes effective nor at the time this authorization is exercised ("Maximum Limit"). Shares issued from authorized capital pursuant to Sections 203(2) and 186(3), fourth sentence of the German Stock Corporation Act with the exclusion of subscription rights during the term of this authorization shall be counted towards this Maximum Limit. Furthermore, shares that have been or may still be issued to service convertible bonds, bonds with warrants and/or profit participation bonds (or combinations of these instruments) shall be counted towards this Maximum Limit, provided that the underlying bonds were issued during the term of this authorization on the basis of an authorization to issue convertible bonds, bonds with warrants and/or profit participation bonds (or combinations of these instruments) in analogous application of Section 186(3), fourth sentence of the German Stock Corporation Act with the exclusion of subscription rights.

    2. The acquired treasury shares may also be sold in a way other than via the stock exchange or by means of an offer to all shareholders, to the

      extent that this is effected against contributions in kind by third parties, in particular in the context of the acquisition of companies, businesses, parts of companies or interests in companies, or other assets eligible for contribution or claims for the acquisition of assets, including claims against the Company or its Group companies, or to service acquisition obligations or acquisition rights relating to shares of the Company arising from and in connection with convertible bonds, bonds with warrants and/or profit participation bonds (or combinations of these instruments) issued by the Company or by Group companies of the Company. The subscription right of the shareholders is excluded in each case.

    3. The acquired treasury shares may be cancelled in whole or in part without a further resolution of the General Meeting and the Company's share capital may be reduced by the portion of the share capital attributable to the cancelled shares. The acquired treasury shares may also be cancelled in whole or in part using the simplified procedure without a capital reduction by adjusting the proportionate notional amount of the remaining no-par value shares in the Company's share capital. If the cancellation is effected using the simplified procedure without a capital reduction, the Management Board is authorized to adjust the number of no-par value shares in the Articles of Association.

  4. The authorizations under lit. c) also cover the use of shares of the Company acquired pursuant to Section 71d, fifth sentence of the German Stock Corporation Act.

  5. The authorizations under lit. c) may be exercised once or several times, in whole or in part, individually or jointly; the authorizations under lit. c), aa) and

    bb) may also be exercised by dependent companies or companies in which the Company holds a majority interest, or by third parties for the account of the Company or of companies dependent on it or in which it holds a majority interest.

  6. The Supervisory Board may determine that measures of the Management Board on the basis of this resolution of the Annual General Meeting may only be taken with its approval.

The Management Board has prepared a written report on the reasons for the authorization of the Management Board to exclude the subscription and tender rights of the shareholders pursuant to Sections 71(1), no. 8, fifth sentence and 186(4), second sentence of the German Stock Corporation Act. This report will be available from the time the General Meeting is convened on our website at "https://corporate.safholland.com/en/company" under "Investor Relations" and the heading "Annual General Meeting". The report will also be available for inspection by the shareholders during the General Meeting.

II. Further information and notes
  1. Total number of shares and voting rights at the time of convening the General Meeting

    At the time of convening the General Meeting, the Company's share capital amounted to EUR 45,394,302.00, divided into 45,394,302 no-par value bearer shares with a notional interest in the share capital of EUR 1.00 per share. Each no-par value share carries one vote. At the time of convening the General Meeting, the total number of voting rights was thus 45,394,302. At the time of convening, the Company holds 712,869 treasury shares from which it has no voting rights.

  2. Requirements for attending the General Meeting and exercising voting rights

    Only those shareholders who have duly registered for the General Meeting and provided proper proof of their shareholding are entitled to attend the General Meeting and exercise their voting rights.

    Registration and proof of share ownership must be made in text format (Section 126b of the German Civil Code) and in the German or English language. Proof of share ownership issued by the ultimate intermediary in accordance with Section 67c(3) of the German Stock Corporation Act will be sufficient proof of the shareholder's share ownership. The proof of share ownership must relate to the close of business on the twenty-second day prior to the General Meeting, i.e., April 29, 2026, 24:00 hours (CEST) (record date). Registration and proof of share ownership must be received by the Company no later than May 14, 2026, 24:00 hours (CEST), using one of the following contact options:

    SAF-HOLLAND SE

    c/o meet2vote AG Marienplatz 1

    84347 Pfarrkirchen Germany

    or

    by email: anmeldung@meet2vote.de

    Registration and proof of share ownership may also generally be transmitted to the Company in accordance with Section 67c of the German Stock Corporation Act via intermediaries to one of the above contact options or via the following SWIFT address no later than May 14, 2026, 24:00 hours (CEST) (receipt by the Company is decisive):

    SWIFT/BIC: CPTGDE5WXXX; instructions in accordance with ISO 20022; authorization via SWIFT Relationship Management Application (RMA) required.

    Shareholders should inquire with their respective (ultimate) intermediary, e.g., their depository bank, about the options available to them in each individual case.

    In relation to the Company, only those persons who have provided proof of share ownership as of the record date will be deemed shareholders for the purpose of attending the General Meeting and exercising voting rights. The entitlement to participate in the General Meeting and the scope of voting rights are determined solely on the basis of the shareholder's shareholding on the record date. The record date is not associated with any block on the salability of the shareholding. Even in the event of a full or partial sale of the shareholding after the record date, only the shareholder's shareholding on the record date is relevant for participation in the General Meeting and the scope of voting rights. This means that sales of shares after the record date will have no effect on the entitlement to participate in the General Meeting or on the scope of voting rights. The same applies to the acquisition of additional shares after the record date. Persons who do not yet hold any shares on the record date and only subsequently become shareholders are only entitled to attend and vote if they authorize themselves or have been authorized to exercise their rights. The record date has no significance for dividend entitlement.

    Admission tickets to participate in the General Meeting will be sent to shareholders after the receipt of their registration and proof of share ownership in due form and in a timely manner using one of the above contact options. Unlike registration for the General Meeting and proof of share ownership, the admission tickets are merely organizational aids and not a prerequisite for attending the General Meeting and exercising voting rights. To ensure the timely receipt of the admission tickets, we ask shareholders to request an admission ticket from their depository bank as early as possible. In these cases, the required registration and proof of share ownership will be provided directly by the depository bank. Shareholders who have requested an admission ticket from their depository bank in good time do not need to take any further action.

  3. Participation by the members of the Management Board and Supervisory Board

    All members of the Management Board and Supervisory Board intend to participate in the General Meeting.

  4. Procedure for voting by proxy

    Shareholders may also have their voting rights exercised at the General Meeting by a person assigned with power of attorney, e.g., an intermediary, shareholders' association, voting advisor or another person of their choice.

    The granting of power of attorney, its revocation and the proof of authorization provided to the Company must be in text format (Section 126b of the German Civil Code). Intermediaries as defined by Section 67a(4) of the German Stock Corporation Act, shareholders' associations, voting advisors or other persons as defined by Section 135(8) of the German Stock Corporation Act, insofar as they

    themselves have been granted power of attorney, may require different procedures, which would need to be obtained from them in each case.

    The power of attorney may be declared to the proxy or declared or proven to the Company. If the power of attorney is granted, amended or revoked by declaration to the Company, the declaration may be addressed to one of the following contact options:

    SAF-HOLLAND SE

    c/o meet2vote AG Marienplatz 1

    84347 Pfarrkirchen Germany

    or

    by email: safholland@meet2vote.de

    To be able to clearly assign the proof of authorization, please state the full name or company, place of residence or business address, and admission ticket number of the shareholder.

    Proof of power of attorney may also be furnished by the proxy presenting the power of attorney at the admission check-in on the day of the General Meeting. The revocation of the power of attorney may also be effected by the shareholder personally attending the General Meeting or by issuing a power of attorney to another proxy.

    The Company will provide the form that can be used to grant power of attorney together with the admission ticket after registration has been completed. The form for granting power of attorney can also be downloaded from the Company's website at "https://corporate.safholland.com/en/company" under "Investor Relations" and the heading "Annual General Meeting". Power of attorney forms will also be available in the General Meeting.

    Proper registration and proof of share ownership are still required even if a power of attorney has been granted (see Section II, no. 2 "Requirements for attending the General Meeting and exercising voting rights"). This does not preclude the granting of powers of attorney after registration and proof of share ownership.

  5. Procedure for voting by Company-appointed proxy

    We offer our shareholders the option to be represented by a Company-appointed proxy who exercises voting rights exclusively in accordance with the instructions of the shareholder in question. In addition to the power of attorney, these Company-appointed proxies must also be given instructions on how to exercise voting rights. They cannot exercise voting rights at their own discretion but only upon instructions issued by the shareholder. If no explicit instructions have been issued, or if the instructions are contradictory or unclear, the Company-appointed proxy will abstain

    from voting on the relevant resolution items; this also always applies to other motions. If an individual vote is to be held on an agenda item without this having been communicated in advance of the General Meeting, an instruction on this agenda item as a whole will also be deemed to be a corresponding instruction for each item on the individual vote. Please note that Company-appointed proxies cannot accept instructions to speak, ask questions, propose motions, or make statements for the record, either in advance of or during the General Meeting. Company-appointed proxies may also not exercise any other shareholder rights, with the exception of exercising voting rights.

    The authorization of Company-appointed proxies and the issuing of instructions must be in text format (Section 126b of the German Civil Code). The same applies to any amendment or revocation of the proxy or the instructions. The power of attorney and instruction form for Company-appointed proxies is printed on the admission ticket sent to shareholders after the registration and proof of share ownership have been received by the Company in due form and on time. A corresponding proxy and instruction form can also be downloaded from the Company's website at "https://corporate.safholland.com/en/company" under "Investor Relations" and the heading "Annual General Meeting". Forms for granting power of attorney and issuing instructions will also be available in the General Meeting.

    The granting of power of attorney to Company-appointed proxies, the issuing of instructions, or their amendment or revocation must be received by the Company no later than May 20, 2026, 24:00 hours (CEST) using one of the following contact options:

    SAF-HOLLAND SE

    c/o meet2vote AG Marienplatz 1

    84347 Pfarrkirchen Germany

    or

    by email: safholland@meet2vote.de

    The granting of power of attorney to Company-appointed proxies, the issuing of instructions, or their amendment or revocation may also generally be transmitted to the Company in accordance with Section 67c of the German Stock Corporation Act via intermediaries to the above postal address or email address or via the following SWIFT address no later than May 20, 2026, 24:00 hours (CEST) (receipt by the Company is decisive):

    SWIFT/BIC: CPTGDE5WXXX; instructions in accordance with ISO 20022; authorization via SWIFT Relationship Management Application (RMA) required.

    Shareholders should inquire with their respective (ultimate) intermediary, e.g., their depository bank, about the options available to them in each individual case.

    After May 20, 2026, 24:00 hours (CEST), shareholders attending the General Meeting or their proxies may issue powers of attorney and instructions to Company-appointed proxies on-site until the opening of voting at the General Meeting by submitting a power of attorney and instruction form at the meeting's entrance and exit check.

    The authorization of Company-appointed proxies does not preclude personal participation in the General Meeting. If a shareholder wishes to attend the General Meeting and exercise his or her shareholder rights in person or through another proxy despite having already authorized a Company-appointed proxy, attendance in person or attendance through a proxy will be deemed to be a revocation of the authorization of the Company-appointed proxy.

    Proper registration and proof of share ownership are also required when authorizing Company-appointed proxies (see Section II, no. 2 "Requirements for attending the General Meeting and exercising voting rights").

  6. Information on other shareholder rights
    1. Additions to the agenda at the request of a minority pursuant to the second and third sentences of Article 56 of the SE Regulation, Section 50(2) of the German SE Implementation Act (SEAG), and Section 122(2) of the German Stock Corporation Act

      Pursuant to Article 56, second sentence and third sentence of the SE Regulation and Section 50(2) of the German SE Implementation Act, whose contents correspond to Section 122(2), first sentence of the German Stock Corporation Act, shareholders whose shares alone or together reach one twentieth of the share capital or the pro rata amount of EUR 500,000.00 of the share capital (this corresponds to 500,000 shares) may request that items be placed on the agenda and published. Each new item must be accompanied by a statement of reason or by a draft resolution. The request must be addressed in writing to the Management Board of the Company and must be received by the Company in accordance with Section 122(2), third sentence of the German Stock Corporation Act at least 30 days before the General Meeting, i.e., no later than April 20, 2026, 24:00 hours (CEST). Requests for additions received later than this time will not be considered. Such requests should be addressed to the following address:

      SAF-HOLLAND SE

      The Management Board Hauptstrasse 26

      63856 Bessenbach Germany

      Pursuant to Section 50(2) of the German SE Implementation Act, a 90-day holding period prior to the date of the General Meeting as required by Section 122(1), third sentence of the German Stock Corporation Act is not set as a prerequisite for applying to add a further item to the General Meeting agenda of an SE.

      Any additional agenda items subject to mandatory public announcement will be published in the German Federal Gazette without delay after they are received and forwarded to those media channels for publication where it can be expected that they disseminate information throughout the European Union. They will also be published on the Company's website at "https://corporate.safholland.com/en/company" under "Investor Relations" and the heading "Annual General Meeting" and communicated to shareholders in accordance with Section 125(1), third sentence of the German Stock Corporation Act.

    2. Countermotions and election proposals from shareholders pursuant to Sections 126(1) and 127 of the German Stock Corporation Act

      Each shareholder is entitled to submit countermotions to the resolutions proposed by the management on the agenda items and to make election proposals. Such motions and election proposals (together with any reasons) are to be sent only to one of the following contact options:

      SAF-HOLLAND SE

      c/o meet2vote AG Marienplatz 1

      84347 Pfarrkirchen Germany

      or

      by email: antrag@meet2vote.de

      Countermotions and election proposals addressed otherwise will not be considered.

      Countermotions and election proposals received by the Company no later than May 6, 2026, 24:00 hours (CEST) using one of the above contact options will be made available to the other shareholders including the name of the shareholder and any reasons given without delay via the Company's website at "https://corporate.safholland.com/en/company" under "Investor Relations" and the heading "Annual General Meeting". Any comments by the management will also be published there. A countermotion and any statement of reason need not be made available under the conditions of Section 126(2) of the German Stock Corporation Act. Section 126 of the German Stock Corporation Act applies mutatis mutandis to a shareholder's proposal for the election of auditors or the election of members of the Supervisory Board pursuant to Section 127 of the German Stock Corporation Act. In addition,

      election proposals pursuant to Section 127 of the German Stock Corporation Act will only be made accessible if they contain the information pursuant to Section 124(3), fourth sentence of the German Stock Corporation Act and Section 125(1), fifth sentence of the German Stock Corporation Act.

      It is important to note that countermotions and election proposals that were submitted to the Company in advance and in due time will only be considered by the General Meeting if they are made verbally at the meeting. The right of shareholders entitled to participate to submit countermotions and election proposals on agenda items during the General Meeting without prior communication to the Company remains unaffected.

    3. Right to information pursuant to Section 131 of the German Stock Corporation Act

      At the General Meeting, each shareholder or proxy may request information from the Management Board on the Company's affairs to the extent that such information is necessary for a proper evaluation of an agenda item (Section 131(1) of the German Stock Corporation Act).

      The duty to provide information also extends to the legal and business relations of the Company with an affiliated company and to the situation of the Group and the companies included in the consolidated financial statements. The Management Board may refuse to provide information on the grounds set out in Section 131(3) of the German Stock Corporation Act.

      Pursuant to Article 20(3) of the Company's Articles of Association, the chairperson of the meeting is authorized to impose reasonable time limits on shareholders' rights to speak and ask questions.

    4. Other explanations

      Other explanations on the rights of shareholders pursuant to Article 56, second and third sentences of the SE Regulation, Section 50(2) of the German SE Implementation Act, and Sections 122(2), 126(1), 127 and 131(1) of the German Stock Corporation Act, are available on the Company's website at "https://corporate.safholland.com/en/company" under "Investor Relations" and the heading "Annual General Meeting".

  7. Data privacy for shareholders and their proxies

    When shareholders register for the General Meeting and exercise their shareholder rights in relation to the General Meeting or appoint a voting proxy, the Company processes personal data about the shareholders and/or their proxies in order to enable the shareholders and/or their proxies to exercise their rights in relation to the General Meeting. The Company processes personal data as the data controller in compliance with the provisions of the General Data Protection Regulation ("GDPR") and all other relevant laws.

    Details of how personal data is processed and on the rights of shareholders and/or their proxies under the GDPR are available on the Company website at "https://corporate.safholland.com/en/company" under "Investor Relations" and the heading "Annual General Meeting".

  8. Website on which the information pursuant to Section 124a of the German Stock Corporation Act is accessible

This invitation to the General Meeting, the documents to be made available to the General Meeting and further information in connection with the General Meeting can be accessed via the Company's website at "https://corporate.safholland.com/en/company" under "Investor Relations" and the heading "Annual General Meeting" as of the convening of the General Meeting.

Any countermotions, election proposals and requests for additions from shareholders received by the Company and subject to publication will also be made available on the above website. The results of the voting will also be published there after the General Meeting.

Bessenbach, April 2026 SAF-HOLLAND SE The Management Board

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