Lenzing AG Lenzing AG: Invitation to the Extraordinary General Meeting

Lenzing Aktiengesellschaft

with its registered office in Lenzing an der Ager

Commercial Register No. (“FN”) 96499 k

ISIN: AT 0000644505

(“Company”)

 

Invitation to the
Extraordinary General Meeting of

Lenzing Aktiengesellschaft

to be held on Tuesday, 25 August 2026 at 10:00 a.m. (CEST)

at the Kulturzentrum Lenzing, Johann-Böhm-Straße 1, 4860 Lenzing an der Ager

1. Agenda

 

1. Election to the Supervisory Board
2. Adopting a resolution on the increase in share capital, preserving statutory subscription rights, including indirect subscription rights pursuant to Section 153 para 6 of the Austrian Stock Corporation Act (AktG), and resolution on the authorization of the Supervisory Board to implement the corresponding amendments to the Articles of Association

1. Documents for the General Meeting; Information made available on the website

 

In particular, the following documents and records pursuant to Section 108 para 3 and 4 of the Austrian Stock Corporation Act (AktG) will be available for inspection no later than on 4 August 2026 on the Company website www.lenzing.com:

• Proposed resolutions on items 1 – 2 of the agenda,
• Statement by the candidate for the election to the Supervisory Board pursuant to Section 87 para 2 of the Austrian Stock Corporation Act,
• Curriculum vitae of the candidate up for election to the Supervisory Board,
• Forms for the grant of a proxy,
• Forms for the revocation of a proxy,
• Invitation to the Extraordinary General Meeting.

1. Information on shareholders’ rights pursuant to Sections 109, 110 and 118 of the Austrian Stock Corporation Act

 

1. Addendum to the agenda by shareholders in accordance with Section 109 of the Austrian Stock Corporation Act

 

Shareholders whose individual or aggregate shareholding equals 5% or more of the nominal capital and who have been holders of these shares for at least three months before making their request, may request in text form that additional items be put on the agenda of the General Meeting and published. Any such request by shareholders must be received in text form due to Section 13 para 2 of the Austrian Stock Corporation Act by mail or courier no later than on 6 August 2026 (12:00 a.m., CEST) by the Company at the address 4860 Lenzing an der Ager, Werkstraße 2, Attn.: Juliane Rick, or by e-mail with qualified electronic signature to the e-mail address Hauptversammlung2026@lenzing.com. If text form within the meaning of Section 13 para 2 of the Austrian Stock Corporation Act is prescribed for statements, statement must be made in a document or in another manner suitable for permanent reproduction in writing, the person making the statement must be named and the conclusion of the statement must be made recognizable by reproduction of the signature or otherwise.

Each motion for an item to be put on the agenda must be accompanied by a proposal for a resolution with a statement of reasons. The agenda item and the proposed resolution, but not its justification, must in any case also be written in German. Proof of shareholder capacity shall be furnished by submitting a deposit certificate in accordance with Section 10a of the Austrian Stock Corporation Act confirming that the applicant shareholder has been the continuous holder of the shares for at least three months prior to the application and that the deposit certificate must not be older than seven days at the time it is submitted to the Company. Several deposit certificates for shares, which only together convey the shareholding of 5%, must refer to the same time (day, time).

With regard to the other requirements for the deposit certificate, see the information on the right to participate (Item IV of this Invitation).

In case of an additional item requested to be put on the agenda, the supplemented agenda will be announced publicly in electronic form on the Company’s website at www.lenzing.com under the menu items “Investors” and “Shareholder meeting” no later than on 10 August 2026, as well as in the same way as the original agenda (in particular in the electronic announcement and information platform of the Federal Government (EVI)) no later than on 11 August 2026.

1. Proposals for resolutions by shareholders on the agenda in accordance with Section 110 of the Austrian Stock Corporation Act

 

Shareholders whose individual or aggregate shareholding equals 1% or more of the nominal capital may submit proposed resolutions in text form with a statement of reasons within the meaning of Section 13 para 2 of the Austrian Stock Corporation Act concerning any item on the agenda, and request that these be made available on the Company website registered with the commercial register, together with the names of the respective shareholders, a statement of reasons to be submitted together with the proposal, and any comments of the Management Board or Supervisory Board. Requests of this kind will only be considered when received by the Company no later than on 14 August 2026 (12:00 a.m., CEST) by Telefax +43 (7672) 918 3599 or by mail to the address 4860 Lenzing an der Ager, Werkstraße 2, Attn. Juliane Rick or by e-mail to Hauptversammlung2026@lenzing.com, whereby the request must be attached to the e-mail in text form within the meaning of Section 13 para 2 of the Austrian Stock Corporation Act, for example as a PDF. If text form within the meaning of Section 13 para 2 of the Austrian Stock Corporation Act is prescribed for statements, the statement must be made in a document or in another manner suitable for permanent reproduction in writing, the person making the statement must be named and the conclusion of the statement must be made recognizable by reproduction of the signature or otherwise. The proposed resolution, but not its justification, must in any case also be written in German.

In case of a proposal for the election of a Supervisory Board member the statement of the proposed person pursuant to Section 87 para 2 of the Austrian Stock Corporation Act replaces the statement of reasons.

For the purpose of providing proof of shareholder status it is sufficient if holders of deposited bearer shares submit a deposit certificate (Depotbestätigung) pursuant to Section 10a of the Austrian Stock Corporation Act. The deposit certificate used to prove current shareholder status must not be older than seven days when submitted to the Company. Several deposit certificates for shares, which only together convey the shareholding of 1%, must refer to the same time (day, time).

With regard to the other requirements for the deposit certificate, see the information on the right to participate (item IV of this Invitation).

1. Statements in accordance with Section 110 para 2 sentence 2 in connection with Section 86 para 7 and 9 of the Austrian Stock Corporation Act

 

These statements are omitted as Lenzing Aktiengesellschaft is not subject to the scope of application of Section 86 para 7 of the Austrian Stock Corporation Act and does not have to take into account the shareholding requirement pursuant to Section 86 para 7 of the Austrian Stock Corporation Act.

1. Shareholders’ information rights in accordance with Section 118 of the Austrian Stock Corporation Act

 

Any shareholder shall be provided with information on the Company’s affairs upon request at the General Meeting to the extent that such information is required for proper assessment of an item on the agenda. This obligation to provide information shall also extend to the legal and business relationships of the Company with affiliated companies, the state of affairs of the group, and the companies included in the consolidated financial statements.

The Company may deny providing information to the extent that according to sound business judgment it might cause material damage to the Company or any affiliated company or if providing such information would constitute a punishable offense.

The requirement for exercising the shareholders’ right to information is the proof of right to attend (item IV. of the invitation).

For the purpose of providing proof of shareholder status in order to exercise the above mentioned shareholders’ rights it is sufficient if holders of deposited bearer shares submit a deposit certificate (Depotbestätigung) within the meaning of Section 10a Austrian Stock Corporation Act. A deposit certificate used to prove current shareholder status must not be older than seven days when submitted to the Company.

 

1. Possibility to appoint a proxy holder pursuant to Sections 113 et seq Austrian Stock Corporation Act (Section 106 no 8 of the Austrian Stock Corporation Act)

 

Any shareholder entitled to attend the General Meeting shall be entitled to appoint a natural or legal person as proxy holder. The proxy holder may attend the General Meeting on behalf of the shareholder and will have the same rights as the shareholder represented. The Company itself or a member of the Management Board or Supervisory Board may exercise voting rights as a proxy holder only insofar as the shareholder has explicitly provided detailed voting instructions regarding the individual items of the agenda.

The proxy must be granted to a specific person. A proxy in text form shall be sufficient in any case. If a shareholder has granted power of proxy to the depositary bank (Section 10a of the Austrian Stock Corporation Act) it shall be sufficient if in addition to submitting the deposit certificate the bank makes a statement that it has been granted power of proxy. It is also possible to grant power of proxy to multiple persons. Forms for granting power of proxy which may also be used to grant limited power of proxy are available on the Company website www.lenzing.com under the menu items “Investors” and “Shareholder meeting”.

The proxy must be received no later than on 24 August 2026, 1:00 p.m. (CEST) exclusively to the following addresses:

1. E-mail address anmeldestelle@computershare.de;
2. by SWIFT BIC COMRGB2L (Message Type MT598 or MT599, stating ISIN AT 0000644505 in the text),

whereby the proxy must be attached to the e-mail in text form, e.g. as PDF-file, and will be kept by the Company.

On the day of the General Meeting the proxy may only be submitted upon registration for the General Meeting at the venue of the meeting. The aforementioned provisions on granting power of proxy apply analogously to the revocation of power of proxy. Any revocation shall be valid only when received at one of the aforementioned addresses respectively by the Company.

As a special, free of charge service, shareholders who are not able or do not wish to attend the General Meeting in person may have their voting rights in the General Meeting exercised by Dr. Michael Knap as representative of the “Interessenverband für Anleger” (IVA, Austrian Association of Investors), 1130 Vienna, Feldmühlgasse 22. As independent proxy holder Dr. Michael Knap will exercise the voting rights exclusively in accordance with and bound by voting instructions given by the respective shareholders regarding the individual items of the agenda. Proxies without explicit voting instructions are invalid. Shareholders intending to grant power of proxy are not obliged to appoint Dr. Michael Knap as their proxy holder. A special form for granting power of proxy or revocation of proxy to Dr. Michael Knap may be downloaded at the Company website www.lenzing.com under the menu items “Investors” and “Shareholder meeting”. The proxy granted to Dr. Michael Knap must be received no later than on 24 August 2026, 1:00 p.m. (CEST) exclusively through one of the following addresses:

1. E-mail address anmeldestelle@computershare.de;
2. per SWIFT BIC COMRGB2L (Message Type MT598 or MT599, stating ISIN AT 0000644505 in the text),

whereby the proxy must be attached to the e-mail in text form, e.g. as PDF-file, and will be kept by the Company.

Shareholders may also contact Dr. Michael Knap directly by tel: +43 1 876 33 43-30, by fax: +43 (0) 1 876 33 43 39 or by e-mail: michael.knap@iva.or.at.

 

1. Record date and conditions of attendance of the General Meeting

Pursuant to Section 111 para 1 of the Austrian Stock Corporation Act, the right to attend the General Meeting and to exercise the shareholders’ rights that are exercised during the General Meeting is determined by the shares held at the end of the tenth day before the date of the General Meeting (Record Date), therefore by the shares held on 15 August 2026, 12:00 a.m. (CEST).

Participation in the General Meeting is limited to persons who are shareholders on the Record Date and supply proof thereof to the Company.

In case of deposited bearer shares proof of shareholding at the Record Date is provided by submitting a deposit certificate pursuant to Section 10a of the Austrian Stock Corporation Act. The deposit certificate shall be issued by the depositary bank based in a member state of the European Economic Area or in a full member state of the OECD. The deposit certificate must contain at least the information required according to Section 10a para 2 of the Austrian Stock Corporation Act. Deposit certificates will be accepted in German and English.

Proof of shareholder status at the Record Date in the form of a deposit certificate must be received no later than on the third working day before the General Meeting, i.e. by 20 August 2026 exclusively through one of the following addresses:

 

1. Information to shareholders regarding data processing

1. Which personal data of shareholders is processed and for what purposes?

 

Lenzing Aktiengesellschaft processes personal data of shareholders (in particular those of the deposit certificate pursuant to Section 10a para 2 Austrian Stock Corporation Act – these are name, address, date of birth, number of the securities deposit, number of shares of the shareholder, type of share if applicable and the granting of a proxy – number of the voting card and, if applicable, name and date of birth of the independent proxy or proxies, requests to speak, declarations, approvals or rejections of agenda items) on the basis of the applicable data protection regulations, in particular the European General Data Protection Regulation EU 2016/679 (“GDPR”) and the Austrian Data Protection Act (“DSG”), in order to enable shareholders to exercise their rights at the General Meeting.

In this connection the shareholders’ personal data is processed for the following purposes:

• Organization and holding of General Meetings, including verification of the right to attend/power of proxy and determination of the voting ratios,
• Preparation of registration, power of proxy and attendance lists,
• Participation of shareholders in the General Meeting and exercise of shareholder rights,
• Determination of the voting results and preparation of the minutes of the General Meeting,
• Fulfillment of compliance obligations, including recording, disclosure and reporting obligations.

The processing of the shareholders’ personal data is mandatory for the participation of shareholders and their representatives in the General Meeting in accordance with the Austrian Stock Corporation Act. If you do not provide your data or do not provide it to the extent required, you will not be able to participate in the General Meeting. The legal basis for the processing therefore is the relevant provisions of the Austrian Stock Corporation Act in conjunction with Art 6 para 1 lit c GDPR (compliance with a legal obligation). For the processing Lenzing Aktiengesellschaft is controller as defined in Art 4 no 7 GDPR.

1. To whom is the shareholders’ personal data transferred?

 

Lenzing Aktiengesellschaft uses external service providers, such as notaries, lawyers, banks and IT service providers, for the purpose of organizing the General Meeting. These service providers receive only such personal data from Lenzing Aktiengesellschaft as is necessary for the performance of the commissioned service, and, where they are processors as defined in Art 4 no 8 GDPR, process the data solely on instructions of Lenzing Aktiengesellschaft. Lenzing Aktiengesellschaft has concluded data processing agreements with these processors in accordance with Art 28 GDPR.

If a shareholder participates in the General Meeting, the members of the Management Board and Supervisory Board, the notary and any other person with a legal right to attend may view the list of participants stipulated by statute (Section 117 Austrian Stock Corporation Act) and thereby also have access to the personal data contained therein (inter alia name, address, shareholding relationship). Lenzing Aktiengesellschaft also has the statutory obligation to submit the shareholders’ personal data (in particular the list of participants) to the commercial register at the competent commercial register court (Section 120 Austrian Stock Corporation Act) as part of the notarial protocol.

1. How long is the shareholders’ personal data stored?

Shareholders’ data will be anonymized or deleted as soon as it is no longer necessary for the purposes for which it was collected or processed, and no other legal obligations require further storage. Obligations to provide evidence and to retain records arise in particular from corporate, stock corporation and takeover law, from tax and duties law as well as from anti-money laundering regulations. If legal claims are made by shareholders against Lenzing Aktiengesellschaft or vice versa by Lenzing Aktiengesellschaft against shareholders, the storage of personal data serves to clarify and enforce claims in individual cases. In connection with proceedings before civil courts, this can lead to storage of data for the duration of the statute of limitations plus the duration of the court proceedings up to its legally binding conclusion.

1. What rights do shareholders have with regard to their personal data?

Every shareholder has a right to access, rectification, restriction, objection and deletion at any time with regard to the processing of his/her personal data as well as the right to data portability (Art 15 to 21 GDPR). Shareholders can assert these rights against Lenzing Aktiengesellschaft free of charge by contacting the e-mail address privacy@lenzing.com or by mail to: Lenzing Aktiengesellschaft, Privacy Office, 4860 Lenzing an der Ager, Werkstraße 2.

If you believe that, despite our obligation to process your data lawfully, your right to legitimate processing of your data has been violated, please contact privacy@lenzing.com so that we can remedy the situation. However, you also have the right to lodge a complaint with the Austrian Data Protection Authority or another competent data protection authority in the EU, in particular at your place of residence or work.

1. Further information

 

For further information on data protection, please refer to our data protection information for the General Meeting, which can be found on the website of Lenzing Aktiengesellschaft www.lenzing.com.

1. Total number of shares and voting rights at the date of convocation

 

At the date of convocation of the General Meeting, the nominal capital of the Company amounts to EUR 40,107,738.37 and is divided into 38,618,180 no-par value bearer shares. Each no-par value share grants one vote at the General Meeting.

The Company does not hold any treasury shares at the time of convening the General Meeting.

There are no multiple classes of shares.

This document is published in German and in a non-binding English convenience translation.

Lenzing an der Ager, August 2026      The Management Board