Ströer : Report of General Partner of Ströer SE & Co. KGaA pursuant to § 278 (3) German Stock Corporation Act (AktG) in conjunction with §§ 221 (4) and 186 (4) second sentence German Stock Corporation Act (AktG) (agenda item 9) (HV26 Report pursuant 221 186AktG item9 en)

About this update from Stroeer Se & Co. Kgaa

Re: Item 9: Report of the personally liable partner to the Annual General Meeting on item 9 of the agenda pursuant to § 278 para. 3 AktG in conjunction with § 221 para. 4 and § 186 para. 4 sent. 2 AktG The personally liable partner has submitted a written report on item 9 of the agenda in accordance with § 278 para. 3 AktG in conjunction with § 221 para. 4 AktG in conjunction with § 186 para. 4 sent. 2 AktG. The report contains the following: The authorisation to issue convertible and/or option bonds, adopted in a resolution at the Annual General Meeting on 22 June 2022 for a term of five years, expires on 21 June 2027. The company has not yet made use of this authorisation. In order to enable the company to continue issuing convertible bonds and/or option bonds in the future to achieve an optimal financing structure, a new authorisation, essentially identical in content, for the issue of convertible bonds and/or option bonds with a term of five years is to be adopted in a resolution at an early stage. Accordingly, under item 9 of the agenda, it is proposed to authorise the personally liable partner, with the approval of the Supervisory Board, to issue, on one or more occasions, convertible bonds and/or option bonds (together "bonds") with a total nominal value of up to EUR 500,000,000.00. The authorisation is valid until 2 June 2031. The bonds may each be issued with conversion or subscription rights or obligations in respect of shares in the company. In order to be able to grant the holders of the bonds shares in the company upon exercise of the conversion and subscription rights or in fulfilment of the conversion obligation, a new Contingent Capital 2026 II of up to EUR 11,330,000.00 is to be created, which will enable the company to issue up to 11,330,000 new shares. The new Contingent Capital 2026 II does not utilise the full statutory limit of 50% of the share capital. The bonds may be issued with or without a maturity date and in other legal currencies. They may also - provided that the raising of funds serves the Group's financing interests - be issued by the company's affiliated companies. In such a case, the personally liable partner is authorised, with the approval of the Supervisory Board, to assume the guarantee for the bonds on behalf of the company, as well as to make further declarations and take actions necessary for a successful issue and - insofar as the bonds confer conversion or option rights to new shares of the company - to grant such conversion or option rights to the holders. Adequate capitalisation is an essential foundation for the company's development. A key financing instrument in this regard is option bonds and convertible bonds, through which the company initially receives low-interest debt capital. The company's shareholders generally have a subscription right to the bonds. This gives them the opportunity to invest their capital in the company while maintaining their equity stake. The subscription right may also be granted in such a way that the bonds are acquired by a bank with the obligation to offer them indirectly to the shareholders for subscription. However, the personally liable partner shall be authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights to the bonds in certain cases explained below. 1 The resolution proposed under agenda item 9 provides, firstly, that the personally liable partner is authorised, with the approval of the Supervisory Board, to exclude shareholders' statutory subscription rights in respect of fractional amounts. Such fractional amounts may arise from the amount of the respective issue volume and the establishment of a practicable subscription ratio. In such cases, the exclusion of subscription rights facilitates the settlement of the issue, as, in particular, the costs of trading in subscription rights in respect of fractional amounts would be disproportionate to the benefit for shareholders. Both the value of such fractional amounts and the potential dilution effect are generally negligible for the individual shareholder. The fractional shares excluded from shareholders' subscription rights are realised in the best possible way for the company, either through sale on the stock exchange or by other means. The personally liable partner and the Supervisory Board therefore consider this authorisation to exclude subscription rights to be appropriate. Furthermore, the personally liable partner is authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights to bonds to the extent necessary to grant to holders of previously issued convertible or option rights shares in the company, or to do so for creditors of previously issued convertible bonds carrying conversion obligations, to the extent to which they would be entitled had they already exercised their conversion or subscription rights or had they already fulfilled their conversion obligations. The terms and conditions of bonds regularly include so-called anti-dilution clauses in the event that the company issues further bonds or shares to which shareholders have a subscription right. To ensure that the value of the bonds is not impaired by such measures, holders are generally compensated by a reduction in the exchange or subscription price, or by being granted a subscription right to the bonds or shares issued at a later date. In order to retain the greatest possible flexibility in this respect, the option to exclude subscription rights should therefore also be available in this case. In particular, it is standard market practice to grant bondholders a subscription right to follow-on bonds so that convertible or option bonds can be placed more easily. Furthermore, this can prevent a discount on the exchange or subscription price and strengthen the company's financial structure. The personally liable partner shall also be authorised, in accordance with § 186 para. 3 sent. 4 AktG, to exclude shareholders' subscription rights with the approval of the Supervisory Board, provided that the issue price of the bond does not fall significantly below the theoretical market value, as calculated by recognised actuarial methods, of the bonds with a conversion and/or option right or conversion obligation. This exclusion of subscription rights is necessary if bonds are to be placed quickly in order to take advantage of a favourable market environment. As the time and cost involved in processing a subscription right are eliminated, it is possible to set the terms and conditions of issue in line with market conditions, thereby enabling the company to achieve a higher inflow of funds. Shareholders' interests are safeguarded by the fact that the bonds may not be issued significantly below market value, meaning that the value of a subscription right effectively tends towards zero. Each shareholder thus has the opportunity to acquire the shares necessary to maintain their shareholding ratio on the stock exchange on broadly comparable terms. Furthermore, the scope of this authorisation to exclude subscription rights is limited, as the shares issued or to be issued to service conversion and/or option rights or upon fulfilment of the conversion obligation may not exceed a total of 10% of the share capital either at the time this authorisation takes effect or - 2 if this figure is lower - at the time the authorisation is exercised. It is true that the Act on the Financing of Future-Proof Investments (Zukunftsfinanzierungsgesetz - ZuFinG) has raised the statutory upper limit for the simplified exclusion of subscription rights in § 186 para. 3 sent. 4 AktG from the previous 10% to 20% of the share capital. However, the proposed resolution of the personally liable partner and the Supervisory Board deliberately does not make full use of this expanded statutory framework, but limits the volume to up to 10% of the share capital. All shares to be issued or sold during the term of this authorisation with the exclusion of subscription rights of shareholders pursuant to or in analogous application of § 186 para. 3 sent. 4 AktG shall be included in the aforesaid projected figure of 10%. Furthermore, this figure shall include shares that have been issued or may still be issued to service conversion and/or option rights, provided that the bonds were issued during the term of this authorisation with the exclusion of subscription rights in accordance with § 186 para. 3 sent. 4 AktG. This inclusion is carried out in the interests of the shareholders and ensures that their equity investment is diluted as little as possible. Furthermore, the personally liable partner is to be authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights to the bonds insofar as these are issued in return for a contribution in kind for the purpose of the (also indirect) acquisition of companies, parts of companies, equity investments in companies or other assets. However, the exclusion of subscription rights is only permissible if the value of the contribution in kind is proportionate to the value of the bond. In the case of bonds with conversion and/or option rights or a conversion obligation, the market value is decisive. The ability to offer the company's bonds as consideration in suitable individual cases is advantageous when competing for attractive acquisition targets and creates the necessary flexibility to take advantage of opportunities to acquire companies, parts of companies, equity investments in companies or other assets at short notice. This enables the company's market position and competitiveness to be strengthened and further expanded. Furthermore, the proposed authorisation to issue bonds in exchange for contributions in kind enables the company to achieve optimal financing, as this preserves the company's liquidity and strengthens its capital base. This does not place the company at a disadvantage, as the issue of bonds in exchange for contributions in kind requires that the value of the contribution in kind be proportionate to the value of the bonds. When determining the valuation ratio, the personally liable partner shall ensure that the interests of the company and its shareholders are adequately safeguarded. The personally liable partner shall carefully examine in each individual case whether the acquisition and transfer of bonds in exchange for a contribution in kind is in the best interests of the company. The personally liable partner and the Supervisory Board consider this authorisation to exclude subscription rights to be appropriate. Any issue of bonds with the exclusion of subscription rights under this authorisation may only take place if the notional proportion of the share capital attributable to the total number of new shares to be issued on the basis of such a bond does not exceed 10% of the share capital, either at the time the authorisation takes effect or - if this figure is lower - at the time of exercise of this authorisation. Shares issued or sold during the term of this authorisation pursuant to another authorisation with the exclusion of subscription rights shall be counted towards this limit. The personally liable partner will report on any use made of the authorisation to issue convertible bonds and/or option bonds at the next Annual General Meeting. Cologne, April 2026 Ströer SE & Co. KGaA Personally liable partner, Ströer Management SE Executive Board Udo Müller Henning Gieseke (CEO) (CFO)

View stock analysis, news, and events for Stroeer Se & Co. Kgaa