Technotrans : Explanation of shareholders‘ rights

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Section 121 (3) No. 3 of the German Stock Corporation Act and further information Annual General Meeting on May 29, 2026 Explanatory notes pursuant to Section 121 (3) No. 3 of the German Stock Corporation Act on the rights of shareholders pursuant to Sections 122 (2), 126 (1), 127 and 131 (1) of the German Stock Corporation Act by the following information within the meaning of Section 121 sentence 3 (3) no. 3 of the German Stock Corporation Act. Right to supplement the Agenda (Art. 56 second and third sentence SE Regulation, Section 50 SEAG, Section 122 (2) of the German Stock Corporation Act) Shareholders whose shares together amount to one-twentieth (5 %) of the share capital (corresponding to 345,384 shares) or the 500,000.00 may pursuant to Art. 56 SE Regulation in conjunction with Section 50 SEAG and Section 122 (2) of the German Stock Corporation Act demand that items be put on the agenda and announced. The applicants shall provide evidence that they were the holders of the above minimum number of shares for at least 90 days before the date of receipt of the supplementary motion and that they will hold the shares at the time of the Board of Management decision on the motion. Art. 56 second sentence SE Regulation in conjunction with Section 70 of the German Stock Corporation Act shall be observed in calculating the minimum holding period. Pursuant to Art. 56 second sentence SE Regulation, Section 121 (7) of the German Stock Corporation Act shall be applied correspondingly in calculating the deadline. For each new item a reason must be stated or a draft resolution presented. The request must be received by the Board of Management of the company in writing (according to Section 126 German Civil Code) by the end of Tuesday, April 28, 2026, 24:00 (CEST), stating the full name and the shareholder number, using the following channel of communication: technotrans SE - Investor Relations Robert-Linnemann-Strasse 17 48336 Sassenberg or electronically pursuant to Section 126a of the German Civil Code by e-mail to: [email protected] Supplementary motions for announcement shall be announced immediately upon receipt of the request in the Federal Gazette, unless this already occurred with the convening. They shall also be announced on the website https://www.technotrans.com/investor-relations/annual-shareholders-meeting and shareholders shall be informed. Resolution proposals attached to such supplementary motions shall be treated in line with the statutory provisions at the Annual General Meeting. These shareholder rights are based on the provisions of the German Stock Corporation Act, which are reproduced in extracts below: Section 122 of the German Stock Corporation Act - Convening the general meeting upon a corresponding demand being made by a minority The general meeting is to be convened wherever stockholders, whose shares of stock, in the aggregate, are at least equivalent to one twentieth of the capital stock, demand that it be so convened, doing so in writing and citing the purpose and the reasons therefor; the demand is to be addressed to the management board. The by-laws may tie the right to demand that the general meeting be convened to a different form and to possession of a lesser portion of the capital stock. The petitioners are to submit proof that they have been holders of the shares of stock since a minimum of 90 days prior to the date on which their demand is received, and that they will continue to so hold the shares until the management board takes a decision regarding their petition. Section 121 (7) is to be applied accordingly. In like manner, stockholders whose shares of stock, in the aggregate, are at least equivalent to one twentieth of the capital stock or to a stake of 500,000 euros, may demand that items of business be set out in the agenda and that notice be given by publication. Each item of business to be newly added to the agenda must include the reasons on which it is based or a proposal for a resolution. The demand within the meaning of sentence 1 must be received by the company at the latest 24 days prior to the general meeting, in the case of listed companies at the latest 30 days prior to the general meeting; the date on which the demand is received is not to be included in calculating the period. Where the demand is not complied with, the court may grant authority to the stockholders who have made the demand to convene the general meeting or to give notice by publication of the item of business. Concurrently, the court may determine the chairperson of the general meeting. The invitation convening the general meeting or the notice must indicate the authorisation by the court. A complaint may be lodged against the decision taken. The petitioners are to submit proof that they will continue to hold the shares of stock until the court hands down its decision. The company bears the costs of the general meeting and, in the case governed by subsection (3), also the court costs if the court has complied with the petition. Section 121 of the German Stock Corporation Act - General provisions (excerpt) (7) In the case of time limits and deadlines that are counted back from the date of the general meeting, the date of the general meeting itself is not to be counted. Rescheduling the general meeting from a Sunday, a Saturday or a holiday to a preceding or subsequent business day is not an available option. Sections 187 to 193 of the Civil Code are not to be applied accordingly. In the case of unlisted companies, the by-laws may provide for a different calculation of the time limit. Section 70 of the German Stock Corporation Act - Calculation of the period of possession of the share of stock If the exercise of rights attaching to the share of stock is contingent upon the stockholder having been holder of the share of stock for a specified period of time, then a claim to transfer of title against a credit institution, a financial services provider, a securities institution or an enterprise pursuing activities in accordance with section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the Banking Act is equivalent to ownership of the share of stock. The period of ownership of a predecessor in title is attributed to the stockholder if they have purchased the share of stock in any of the following manners: without monetary consideration, from their trustee, as a universal successor, in the course of a distribution of assets among a community or as part of a portfolio transfer pursuant to section 13 of the Insurance Supervisory Act ( Versicherungsaufsichtsgesetz VAG) or section 14 of the Act on Savings and Loan Associations ( Gesetz über Bausparkassen BauSparkG). Motions and election proposals by shareholders in accordance with Art. 53 SE Regulation in conjunction with Sections 126 and 127 of the German Stock Corporation Act Every shareholder shall be entitled to make counter-motions to the resolution proposals on the Agenda items. If a shareholder wishes to submit counter-motions to a proposal of the Board of Management and/or Supervisory Board or submit election proposals, they shall be sent to the company exclusively stating the full name and the shareholder number and using the following channel of communication: technotrans SE - Investor Relations Robert-Linnemann-Strasse 17 48336 Sassenberg E-Mail: [email protected] Reasons for counter-motions, but not for nominations for election, shall be given. The counter-motions and election proposals received from shareholders at the following address at least 14 days before the meeting, in other words by no later than the end of Thursday, May 14, 2026, 24:00 (CEST) and to be announced, will be published by us on the internet at https://www.technotrans.com/investor-relations/annual-shareholders-meeting . Counter-motions and nominations for election sent to another address or received after the deadline shall not be considered. Any comments by the management shall likewise be published on the internet at the same address. These shareholder rights are based on the provisions of the German Stock Corporation Act, which are reproduced in extracts below: Section 126 of the German Corporation Act - Motions by stockholders Motions by stockholders are to be made accessible to the beneficiaries set out in section 125 (1) to (3), subject to the pre-requisites listed therein, including the name of the stockholder, the reasons on which the motions are based, and a statement, if any has been made, by the management regarding its position, provided that the stockholder has sent, at the latest 14 days prior to the date of the general meeting, a counter-motion opposing a proposal or guidance by the management board and the supervisory board regarding a certain item of business set out in the agenda, specifying the reasons therefor, to the address set out for this purpose in the invitation convening the general meeting. The date on which the counter-motion is received is not to be included in calculating the period. In the case of listed companies, the counter- A counter-motion and the reasons on which it is based need not be made accessible: inasmuch as the management board would be liable to punishment under law, were it to make such proposal accessible; if the counter-motion were to result in the general meeting adopting a resolution that is in violation of the law or of the by-laws; if the reasons make manifestly false or misleading statements regarding key aspects or if they are insulting; if a counter-motion made by the stockholder based on the same facts and circumstances has already been made accessible pursuant to section 125 for a general meeting of the company; if the same counter-motion of the stockholder, citing substantially the same reasons, has been made accessible pursuant to section 125 in the past five years to at least two general meetings of the company, and if less than one twentieth of the capital stock represented voted for this counter-motion at the general meeting; if the stockholder indicates that they will not participate in the general meeting and will not have a proxy represent them; if, in the past two years at two general meetings, the stockholder has failed to propose or to have proposed a counter-motion regarding which they have informed the company. The reasons need not be made accessible if they amount to more than 5,000 characters in total. Where several stockholders propose counter-motions regarding one and the same item of business to be resolved upon, the management board may combine the counter-motions and the reasons provided for them. In the case of the virtual general meeting, motions that are to be made accessible in accordance with subsections (1) to (3) are considered as having been proposed at the time at which they are made accessible. The company is to enable the voting right to be exercised regarding such motions as soon as the stockholders are able to provide proof that the pre-requisites for exercising the voting right as stipulated by the law or as specified in the by-laws have been met. If the stockholder who has proposed the motion is not properly legitimised and, insofar as registration is required, has not duly registered for the general meeting, the motion need not be addressed at the general meeting. 127 of the German Stock Corporation Act - Nominations by stockholders Section 126 applies accordingly to nominations by stockholders of candidates for the supervisory board or as statutory auditors. No reasons need be provided for the nomination. The management board need not make accessible the nomination also in those cases in which the nomination does not include the information pursuant to section 124 (3) sentence 4 and section 125 (1) sentence 5. The management board is to supplement the nomination by a stockholder of candidates for the supervisory board of listed companies, to which the Employee Co-Determination Act, the Act on Co-determination in the Coal, Iron and Steel Industry or the Supplementary Co-determination Act applies, by the following substantive content: indication of the requirements stipulated by section 96 (2), whether an objection has been raised against the fulfilment of the ratio by the supervisory board as a whole pursuant to section 96 (2) sentence 3 and the number of seats on the supervisory board that must be filled, at a minimum, by women and men, respectively, in order to fulfil the requirement as to the minimum ratio pursuant to section 96 (2) sentence 1. Section 124 of the German Stock Corporation Act - Notice by publication of demands for supplementation; guidance regarding resolutions (excerpt) (3) (Sentence 4) The nominations of candidates for the supervisory board or as auditors are to state their names, the profession exercised, and their places of residence. Section 125 of the German Stock Corporation Act - Notifications for the stockholders and to members of the supervisory board At the latest 21 days prior to the general meeting, the management board of a company that has issued shares of stock that are not exclusively registered shares of stock is to notify the following of the invitation convening the general meeting: the intermediaries serving as depositories of the shares of stock in the company, the stockholders and intermediaries that had demanded that such notice be given them, and the associations of stockholders that had demanded that such notice be given them or that had exercised voting rights at the last general meeting. The date of the notification is not to be included in calculating the period. If the agenda is to be amended pursuant to section 122 (2), then notice of the amended agenda is to be given where the general meeting is that of a listed company. The notice is to indicate the option of exercising the voting right by proxy, as membership in other supervisory boards mandated by law as a rule is to be attached to any nomination of candidates for the supervisory board; information on their membership in comparable supervisory committees of business enterprises within Germany and abroad as a rule is to be attached. The management board of a company that has issued registered shares of stock is to provide the same notification as of the start of the twenty-first day prior to the general meeting to the parties entered in he stockholders and intermediaries that had demanded that such notice be given to them, and the associations of stockholders that had demanded that such notice be given to them or that had exercised voting rights at the last general meeting. Each member of the supervisory board may demand that the management board send them the same notifications. Upon a corresponding demand being made, each member of the supervisory board and each stockholder is to be notified of the resolutions adopted at the general meeting. The requirements of Commission Implementing Regulation (EU) 2018/1212 apply as regards the content and format of a minimum amount of information to be provided in the notifications pursuant to subsections (1) sentence 1 and (2). Section 67a (2) sentence 1 applies accordingly to subsections (1) and (2). In the case of listed companies, the intermediaries serving as depositories for shares of stock in the company are under obligation, in accordance with sections 67a and 67b, to forward and transmit the information pursuant to subsections (1) and (2), unless the intermediary is aware that the stockholder is receiving such information from another source. The same applies to unlisted companies subject to the proviso that the provisions of Commission Implementing Regulation (EU) 2018/1212 are not to be applied. Shareholder's right to information On request every shareholder shall, pursuant to Art. 53 SE Regulation in conjunction with Section131 of the German Stock Corporation Act, be given information by the Board of Management at the Annual General Meeting on matters concerning the company, including its legal and business relationships with subsidiaries as well as the position of the Group and the companies included in the Consolidated Financial Statements, to the extent that the information is required to form an objective opinion of an item on the agenda and no right to refuse information exists. These shareholder rights are based on the provisions of the German Stock Corporation Act, which are reproduced in extracts below: Section 131 of the German Stock Corporation Act - The management board is to inform each stockholder at the general meeting, upon a corresponding demand being made, concerning matters pertaining to the company insofar as this is required in order to appropriately adjudge the item of business set out in the agenda. The duty to provide information also extends to include the legal and business relations of the company with an affiliated enterprise. Where a company avails itself of the eased requirements pursuant to section 266 (1) sentence 3, section 276 or section 288 of the Commercial Code, each stockholder may request that, at the general meeting deliberating on the annual financial statements, the annual financial statements be made available to them in the form that they would be in without these eased requirements. The duty of the management board of a parent undertaking to provide information (section 290 (1) and (2) of the Commercial Code) at the general meeting to which the consolidated financial statements and the consolidated management report are submitted also extends to cover the situation of the group and the enterprises included in the consolidated financial statements. (1a) In the case of the virtual general meeting, subsection (1) sentence 1 is to be applied subject to the proviso that the management board may stipulate that questions by the stockholders are to be submitted by way of electronic communication no later than three days prior to the general meeting. Section 121 (7) applies to the calculation of the time limit. Questions not submitted in due time need not be considered. (1b) The scope in which questions may be submitted may reasonably be restricted in the invitation convening the general meeting. The right to submit questions may be restricted to stockholders duly registered for the meeting. (1c) The company is to make accessible to all stockholders, prior to the general meeting, the questions duly submitted and is to provide answers to such questions no later than by one day prior to the meeting; section 121 (7) applies to the calculation of the time limit. In the case of listed companies, the questions are sentence 1 no. 1, 3 and 6 applies accordingly to the accessibility of the questions. If the answers have been continuously accessible one day prior to commencement of the general meeting and while the meeting is ongoing, the management board may refuse, at the meeting, to provide information regarding those questions. (1d) Each stockholder participating in the general meeting by electronic means is to be granted a right, by way of electronic communication, to ask follow-up questions regarding all of the answers provided by the management board before the meeting and while it is ongoing. Subsection (2) sentence 2 applies also to the right to ask follow-up questions. (1e) Moreover, each stockholder participating in the general meeting by electronic means is to be granted the right, by way of electronic communication, to ask questions regarding facts and circumstances that have come about only after the time limit defined in subsection (1a) sentence 1 has expired. Subsection 2 sentence 2 applies also to this right to ask questions. (1f) The person chairing the meeting may establish that the right to seek information under subsection (1), the right to ask follow-up questions under subsection (1d) and the right to ask questions under subsection (1e) may be exercised at the general meeting exclusively by means of video communication technology. The information provided is to comply with the principles of conscientious and faithful accounting. The by-laws or the rules of procedure pursuant to section 129 may grant authority to the person chairing the meeting to impose reasonable time limits on may also allow them to make further determinations concerning the details in this regard. The management board may refuse to provide information: inasmuch as the provision of the information, when assessed applying prudent business judgment, is suited to cause a greater than insignificant disadvantage to the company or an affiliated enterprise; inasmuch as it refers to carrying values for tax purposes or the amount of individual taxes; regarding the difference between the value at which objects were stated in the annual balance sheet and a higher value of such objects, unless the general meeting approves and establishes the annual financial statements; regarding the accounting and valuation methods insofar as it suffices to cite these methods in the notes in order to accurately represent the company s assets, financial position and revenue situation in keeping with its actual circumstances within the meaning of section 264 (2) of the Commercial Code; this does not apply if the general meeting approves and establishes the annual financial statements; inasmuch as the management board would be liable to punishment under law were it to provide the information; inasmuch as, in the case of a credit institution, a financial services provider or a securities institution, no information need be provided regarding the accounting and valuation methods applied, nor regarding the netting performed in the annual financial statements, management report, consolidated financial statements or consolidated management report; inasmuch as such information is continuously accessible on the company s website for a minimum of seven days prior to commencement of the general meeting, and also in its course. Any refusal to provide information for other than the grounds set out above is not permissible. Where information has been provided to a stockholder because of their capacity as such, and this was done outside of the general meeting, it is to be provided to every other stockholder making a corresponding demand at the general meeting, even if such information is not required in order to appropriately adjudge the item of business set out in the agenda. In the case of the virtual general meeting, it is to be warranted that each stockholder participating in the general meeting by electronic means is able to transmit their demand under sentence 1 by way of electronic communication. The management board may not refuse to provide the information in accordance with subsection (3) sentence 1 nos. 1 to 4. Sentences 1 to 3 do not apply if a subsidiary undertaking (section 290 (1) and (2) of the Commercial Code), a joint venture (section 310 (1) of the Commercial Code) or an associated enterprise (section 311 (1) of the Commercial Code) issues the information to a parent undertaking (section 290 (1) and (2) of the Commercial Code) for purposes of including the company in the consolidated financial statements of the parent undertaking and the information is required for this purpose. Where a stockholder is denied the information sought, the stockholder may demand that their question and the grounds for refusing to provide the information be included in the minutes of the meeting. In the case of the virtual general meeting, it is to be warranted that each stockholder participating in the meeting by electronic means is able to transmit their demand under sentence 1 by way of electronic communication. Vote confirmation / verification of voting count (Art. 53 SE Regulation in conjunction with Sections 118 and 129 (5) of the German Stock Corporation Act) In accordance with Art. 53 SE Regulation in conjunction with Section 118 (1) third sentence, (2) second sentence of the German Stock Corporation Act, where voting rights are exercised electronically or votes are cast by means of electronic communication (postal vote) the voter shall receive electronic confirmation from the company of receipt of the vote cast according to the requirements pursuant to Art. 7 (1) and Art. 9 (5) subparagraph 1 of Implementing Regulation (EU) 2018/1212. If the confirmation is issued to an intermediary, they shall immediately forward the confirmation to the shareholder in accordance with Section 118 (1) fourth sentence of the German Stock Corporation Act. Furthermore, in accordance with Art. 53 SE Regulation in conjunction with Section 129 (5) first sentence of the German Stock Corporation Act the voter may demand confirmation from the company, within one month of the day of the Annual General Meeting, of whether and how their vote was counted. The company shall issue confirmation pursuant to the requirements in Art. 7 (2) and Art. 9 (5) subparagraph 2 of Implementing Regulation (EU) 2018/1212. If the confirmation is issued to an intermediary, they shall immediately forward the confirmation to the shareholder in accordance with Section 129 (5) third sentence of the German Stock Corporation Act. Such a confirmation may also be accessed electronically via the password-protected shareholder portal on the following website until Monday, June 29, 2026, 24:00 CEST: https://www.technotrans.com/investor-relations/annual-shareholders-meeting . These shareholder rights are based on the provisions of the German Stock Corporation Act, which are reproduced in extracts below: Section 118 of the German Stock Corporation Act - General provisions (1) Unless stipulated otherwise by the law, the stockholders exercise their rights in matters pertaining to the company at the general meeting. The by-laws may provide, or may grant authority to the management board to provide, that the stockholders may participate in the general meeting also without being present at the place at which it is being held and without an authorised representative, and that they may exercise the entirety or some of their rights, as a whole or in part, by way of electronic communication. Where the voting right is exercised by electronic means, the company is to confirm by electronic means the receipt of the vote cast electronically to the party casting the vote in accordance with the requirements stipulated under Article 7 (1) and Article 9 (5) sub-paragraph (1) of Commission Implementing Regulation (EU) 2018/1212. Insofar as the confirmation is issued to an intermediary, the intermediary is to transmit the confirmation to the stockholder without undue delay. Section 67a (2) sentence 1 and subsection (3) applies accordingly. The by-laws may provide, or may grant authority to the management board to provide, that stockholders may cast their votes also without participating in the meeting, in writing or by way of electronic communication (absentee ballot). Subsection (1) sentence 3 to 5 applies accordingly. The members of the management board and of the supervisory board as a rule are to attend the general meeting. However, the by-laws may provide for certain cases in which the members of the supervisory board may participate by means of video and audio transmission. The by-laws or the rules of procedure pursuant to section 129 (1) may provide, or may grant authority to the management board or the person chairing the meeting to provide, that the general meeting may be broadcast by means of video and audio transmission. Section 129 of the German Stock Corporation Act (extract) - Rules of procedure, list of participants, proof of votes having been counted The party casting the vote may demand, within one month of the day of the general meeting, that the company confirm whether the vote cast was counted and how it was counted. The company is to issue the confirmation in accordance with the requirements made in Article 7 (2) and Article 9 (5) sub-paragraph (2) of Commission Implementing Regulation (EU) 2018/1212. Insofar as the confirmation is issued to an intermediary, the intermediary is to transmit such confirmation to the stockholder without undue delay. Section 67a (2) sentence 1 and (3) applies accordingly. Sassenberg, April 2026

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