Pyrolyx AG. Munich NOTICE OF AND INVITATION TO THE GENERAL MEETING

Transcription

1 Pyrolyx AG Munich NOTICE OF AND INVITATION TO THE GENERAL MEETING Shareholders in our Company are invited to attend the General Meeting of Pyrolyx AG held at 10am on Monday, October 9, 2017 at Bayerische Börse, Karolinenplatz München (Munich) Please note that no catering will be laid on and neither travel costs nor parking charges can be refunded. I. AGENDA Item 1 Resolution on the creation of Authorized Capital 2017/II Section 3(4) of the Articles of Association provided for Authorized Capital 2017/I originally amounting to 1,605, The Management Board has made use of this authorization in full. Authorized Capital 2017/I has hence been exhausted. The Management Board and the Supervisory Board therefore propose creating new authorized capital (Authorized Capital 2017/II). Accordingly, the Management Board and the Supervisory Board propose the following motion: 1.1 That the Management Board be authorized to increase the share capital of the Company on one or more occasions by October 8, 2022 subject to the approval of the Supervisory Board by a total of up to 2,456, by issuing up to 2,456,191 no-par-value registered shares in return for cash and/or contributions in kind (Authorized Capital 2017/II). The new shares are to be offered to shareholders; however, they may also be transferred to banks or an enterprise operating in accordance with Section 53(1), sentence 1, or Section 53b(1), sentence 1, or Section 53b(7) KWG Banking Act with the obligation to offer them to shareholders. However, the Management Board shall be authorized to exclude shareholders preemptive rights under the following circumstances subject to the approval of the Supervisory Board: a) The shares are issued against cash contributions and for an issue price which is not significantly lower than the stock market price of shares in the Company at the time the

2 issue price is set by the Management Board, and the capital increase only comprises new shares which do not exceed 10 percent of the share capital at the time this authorization to exclude preemptive rights is entered in the Commercial Register; b) In connection with fractional amounts resulting from the subscription ratio; c) The new shares are issued in connection with a capital increase in return for contributions in kind, as long as the capital increase is carried out in order to acquire receivables against the Company, or to acquire enterprises, parts of enterprises, interests in enterprises, or other eligible assets. The Management Board, with the approval of the Supervisory Board, shall decide on the further terms and conditions of the share issue, including the issue price and the content of share rights. 1.2 That Section 3(4) of the Articles of Association be amended as follows: The Management Board is authorized to increase the share capital of the Company on one or more occasions between now and October 8, 2022 subject to the approval of the Supervisory Board by a total of 2,456, by issuing up to 2,456,191 no-par-value registered shares in return for cash/and or contributions in kind (Authorized Capital 2017/II). The new shares are to be offered to shareholders; however, they may also be transferred to banks or an enterprise operating in accordance with Section 53(1), sentence 1, or Section 53b(1), sentence 1, or Section 53b(7) KWG Banking Act with the obligation to offer them to shareholders. However, the Management Board is authorized to exclude shareholders preemptive rights under the following circumstances subject to the approval of the Supervisory Board: a) The shares are issued against cash contributions and for an issue price which is not significantly lower than the stock market price of shares in the Company at the time the issue price is set by the Management Board, and the capital increase only comprises new shares which do not exceed 10 percent of the share capital at the time this authorization to exclude preemptive rights is entered in the Commercial Register; b) In connection with fractional amounts resulting from the subscription ratio; c) The new shares are issued in connection with a capital increase in return for contributions in kind, as long as the capital increase is carried out in order to acquire receivables against the Company, or to acquire enterprises, parts of enterprises, interests in enterprises, or other eligible assets. The Management Board, with the approval of the Supervisory Board, shall decide on the further terms and conditions of the share issue, including the issue price and the content of share rights. Page 2 of 12

3 Item 2 Resolution on the revocation of authorization to grant preemptive rights dated October 15, 2015 (Stock Option Program 2015) and the corresponding amendment of the Articles of Association Under Item 7 of the agenda, the General Meeting on October 15, 2015 authorized the Management Board and the Supervisory Board to grant preemptive rights on one or more occasions or if issued preemptive rights had lapsed, to grant them again for the subscription of no-par-value shares in Pyrolyx AG by October 14, Neither the Management Board nor the Supervisory Board have made use of this authorization yet. Accordingly, this authorization is to be revoked. The Management Board and the Supervisory Board therefore propose the following motion: 2.1 Revocation of the authorization to issue stock options dated October 15, 2015 The resolution adopted by the General Meeting on October 15, 2015 authorizing the granting of preemptive rights on one or more occasions or if issued preemptive rights had lapsed, to grant them again for the subscription of no-par-value shares in Pyrolyx AG by October 14, 2020 is to be revoked with immediate effect. 2.2 Amendment of the Articles of Association Section 3(8) of the Articles of Association (share capital) is to be deleted. Item 3 Resolution on the amendment of Section 7(1) of the Articles of Association: Size of the Supervisory Board Pursuant to Section 7(1) of the Articles of Association, the Supervisory Board currently consists of five members. All five members are elected by the General Meeting. The number of members of the Supervisory Board is to be increased to six. The Management Board and Supervisory Board therefore propose amending Section 7(1) of the Articles of Association as follows: The Supervisory Board consists of six members. Item 4 Election to the Supervisory Board In accordance with Section 96(1) and Section 101(1) AktG German Stock Corporation Act as well as Section 7(1) of the Company s Articles of Association, after the amendment of the Articles of Association proposed in Item 3 has been entered in the Register of Companies, the Supervisory Board will consist of six members, who are to be elected from the ranks of the shareholders by the General Meeting. Page 3 of 12

4 The Supervisory Board proposes that Ms. Amelia Hill, Managing Director of Moelis & Company, Sydney (Australia) be elected to the Company s Supervisory Board (as long as the amendment to the Articles of Association proposed in Item 3 is entered in the Register of Companies) for the period until the completion of the General Meeting at which the Supervisory Board is discharged for II. REPORT BY THE MANAGEMENT BOARD 1. Report by the Management Board on Item 1 pursuant to Section 203(2), sentence 2 in conjunction with Section 186(4), sentence 2 AktG Item 1 provides for the Management Board to be authorized to exclude shareholders preemptive rights in the event of a capital increase if the volume requirements and other terms applying to the exclusion of shareholders preemptive rights pursuant to Section 186(3), sentence 4 AktG are met. Any reduction to the stock market price is unlikely to exceed 3 percent and be at most 5 percent. This option to exclude preemptive rights is intended to enable the Management Board to leverage any sudden favorable circumstances on the stock market in order to maximize the issue price by means of market-oriented pricing and hence strengthen the Company s equity base as much as possible. With the ability to act quickly, capital increases of this kind are known to achieve a higher inflow of funds than comparable capital increases where shareholders have preemptive rights. This option is therefore in the interests of both the Company and the shareholders. True, the proportional share ownership and relative voting interests of the existing shareholders will be reduced. However, shareholders who wish to retain their relative holdings and voting shares can still acquire the number of shares they require on the stock market. Furthermore, the Management Board should be authorized to exclude fractional amounts of shareholders preemptive rights subject to the approval of the Supervisory Board. The exclusion of preemptive rights for fractional amounts is necessary in order to enable a technically feasible subscription ratio. The fractions of shares excluded from shareholders preemptive rights will be sold to the maximum benefit of the Company. Any dilutive effect will be minimal due to the restriction to fractional amounts. The Management Board and the Supervisory Board consider the exclusion of preemptive rights to be justified and reasonable vis-à-vis the shareholders. Furthermore, the Management Board needs to be empowered in connection with authorized capital (subject to the approval of the Supervisory Board) to exclude shareholders subscription rights upon capital increases in return for contributions in kind for the purpose of granting shares in connection with the acquisition of receivables against the Company, enterprises, parts of enterprises, interests in enterprises or other eligible assets. In addition to enterprises, parts of enterprises and interests in enterprises, the purchase of receivables against the Company and of other eligible assets is to be enabled in return for the issue of new shares using the authorized capital. It should therefore be made possible, above Page 4 of 12

5 all in cases in which receivables exist against the Company, but also in cases in which a cash payment has initially been agreed for the acquisition of assets, to provide shares instead of cash and hence protect the Company s liquidity. The Management Board intends to make use of this authorization and to acquire receivables against the Company in return for the issue of new shares by using the authorized capital. Moreover, in acquisition projects it may be economically expedient to purchase other assets besides the acquisition target as such, e.g. assets that economically serve the acquisition target. In such cases, the Company needs to be in a position to purchase these assets and grant shares by way of consideration for them, be it in order not to impair the Company s liquidity or because the seller so requests, provided the relevant assets are eligible. Finally, the Company needs to be able to purchase assets not associated with an acquisition project against the granting of new shares (as long as they are eligible), be it in order not to adversely affect the Company s liquidity or because the seller so requests. Moreover, within global competition, the Company must always be in a position to act promptly and flexibly on national and international markets in the interests of its shareholders. This includes having the option to improve the Company s competitive position by acquiring enterprises, parts of enterprises, interests in enterprises or other eligible assets by granting shares and hence protecting its liquidity. For example, it may become necessary during negotiations to offer shares as consideration rather than cash. Practical experience also shows that the owners of attractive acquisition targets frequently request the provision of shares in the acquiring Company as consideration for a sale, e.g. for tax reasons or in order to continue to hold a stake in previous business. In order to be in a position to acquire such companies, Pyrolyx AG must be able to grant new shares as consideration. Payment in shares may also be expedient for an optimal financing structure. After all, an acquisition project can be carried out by means of new shares from authorized capital without adversely affecting the Company s liquidity. The Company will not incur any disadvantage as a result, since the issue of shares against contributions in kind requires the contribution in kind to be of fair value in relation to the value of the shares. When determining the valuation ratio, the Management Board will ensure that the interests of the Company and its shareholders are adequately considered and that an appropriate issue price is obtained for the new shares. 2. Report by the Management Board on the use of Authorized Capital 2017/I to the exclusion of shareholders preemptive rights via the capital increase dated July 24, 2017 In accordance with Section 3(4) of the Articles of Association of Pyrolyx AG, under the resolution adopted by the General Meeting on February 21, 2017 and entered in the Commercial Register on March 23, 2017, the Management Board was authorized to increase the share capital of the Company on one or more occasions by February 20, 2022 subject to the approval of the Supervisory Board by a total of up to 1,605, by issuing up to 1,605,407 no-par-value shares in return for cash (Authorized Capital 2017/I). Authorized Capital 2017/I included the authorization of the Management Board to exclude preemptive Page 5 of 12

6 rights for shareholders if the shares in return for cash deposits were issued at a price which was not substantially below the stock market price of the Company at the time the issue price was set by the Management Board and the capital increase only comprised new shares whose value did not exceed 10 percent of the share capital at the time of the registration of this authorization for the exclusion of preemptive rights. Partly using the above authorization, the Management Board availed itself of this authorization on July 24, 2017 with the approval of the Supervisory Board on the same day and decided to increase the Company s share capital by means of Authorized Capital 2017/I by 8, in return for cash deposits to the exclusion of shareholders preemptive rights. The capital increase was completely subscribed. The implementation of the capital increase was entered in the Register of Companies on August 2, The new shares were issued to the exclusion of existing shareholders preemptive rights in accordance with Section 186(3), sentence 4 AktG for an issue price of 1.00 per share and at a subscription price of per share. They carry full dividend rights from January 1, The subscription price was 20.2 percent above the arithmetic mean of the closing prices of shares in Pyrolyx AG in Xetra trading at Frankfurt Stock Exchange on the five trading days prior to the Management Board s resolution to issue the new shares. The average price was Moreover, as the 8,169 new shares did not exceed 10 percent of the share capital, the volume limit for shares issued to the exclusion of preemptive rights in return for cash deposits provided for in Authorized Capital 2017/I was met. By excluding shareholders preemptive rights, the Company exercised the possibility to exclude preemptive rights in connection with cash increases legally provided for in Section 186(3), sentence 4 AktG. This exclusion of preemptive rights was required in this case in order to exploit the favorable situation (in the management s view) for a capital increase of this type at short notice at the time of the partial utilization of Authorized Capital 2017/I and to be able to achieve the highest possible proceeds through pricing above the current average market price. A successful placement in connection with a capital increase with preemptive rights usually entails a price similar to or even below the current average market price and would probably not have resulted in such favorable terms. Moreover, in view of the low number of 8,169 shares, a capital increase with preemptive rights would have been disproportionate to the time and resources required. For the foregoing reasons, excluding preemptive rights was in the Company s interests. Moreover, owing to pricing above the current market price and the limitation of the quantity of newly issued shares to the exclusion of preemptive rights to 0.25 percent of the current share capital, the shareholders interests were also adequately protected for in principle the shareholders were able to maintain their relative stake in the Company by purchasing shares on the stock exchange on similar terms. Furthermore, issuing new shares for a price clearly exceeding their current market value ensured that the capital increase did not result in the economic dilution of the shareholders. Page 6 of 12

7 For the above reasons, the exclusion of preemptive rights in compliance with the requirements of Authorized Capital 2017/I during its utilization was altogether objectively justified. The shares were placed under a public offering carried out in Australia and certain other non- European jurisdictions. The premium of per new share was allocated to the capital reserve. Thanks to this capital increase, Pyrolyx AG released new funds to finance the general business activities of the Company. III. FURTHER INFORMATION Total number of shares and voting rights when the General Meeting is convened At the time of convening the General Meeting, the share capital of the Company is divided into 4,912,383 registered shares, each share granting the holder one vote. The total number of voting rights is thus 4,912,383. At the time of convening the General Meeting, Pyrolyx International GmbH, a wholly owned subsidiary of Pyrolyx AG, owns 112,500 shares in Pyrolyx without voting rights. At the time when the General Meeting is convened, the Company itself does not hold any treasury stock. Availability on the Company website The Notice and Invitation to the General Meeting is also available on the Company website at FURTHER INFORMATION FOR SHAREHOLDERS: Attendance of and voting at the General Meeting Attendance of the General Meeting and exercising voting rights are strictly limited to those shareholders who are listed in the share register and who have registered their attendance in time. Registration of attendance must be received by the Company by no later than 12 midnight (Central European Summer Time) on October 2, 2017 at the following address: Pyrolyx AG c/o Link Market Services GmbH Landshuter Allee München Germany or by namensaktien@linkmarketservices.de or by fax: Note that Company shareholders are only deemed to be those listed in the share register. For the exercise of attendance and voting rights the registration in the share register as at the day of the Page 7 of 12

8 General Meeting is decisive. For procedural reasons, no share transfers will be carried out in the share register between (CEST) on October 3, 2017 and 12:00 midnight (CEST) on October 9, For this reason, the status of the share register which is decisive for the exercise of attendance and voting rights at the General Meeting shall correspond to the status of entries by the close of registration at 12 midnight (CEST) on October 2, The Technical Record Date is therefore the close of business on October 2, By registering to attend the General Meeting, shares will not be blocked, and so shareholders are free to dispose of their shares at any time after registration, too. Purchasers of shares whose applications for transfer are filed after 12:00 midnight (CEST) on October 2, 2017 may not exercise attendance and voting rights stemming from these shares unless they are appointed to act as a proxy. In such cases, the right to exercise attendance and voting rights shall continue to be held by the shareholder listed in the share register until transfer has been carried out. Following the timely receipt of registration, an entrance ticket to the General Meeting will be issued and sent to the shareholder. The point of the entrance tickets is to simplify admission proceedings to the General Meeting. The invitation to the General Meeting including the agenda as well as the registration documents will be automatically sent by the Company to all shareholders listed in the share register by no later than the start of the fourteenth day before the date of the General Meeting, i.e. 00:00 (CEST) on September 25, Banks, institutes or enterprises equivalent to banks pursuant to Section 135(10) AktG in conjunction with Section 125(5) AktG, associations of shareholders and other persons listed in Section 135(8) AktG may only exercise voting rights for shares which do not belong to them but for which they are registered as owner in the share register only on the basis of an authorization by the shareholder. Voting by proxy Shareholders who will not be attending the General Meeting in person can exercise their voting rights via an authorized representative, a shareholders association or bank, or the proxies appointed by the Company. Forms which can be used to grant power of attorney will be sent to the shareholders listed in the share register together with the invitation to the General Meeting and the registration form by post. A corresponding form for shareholders is also to be found on the entrance tickets. The form can also be requested by post, or fax at the registration address specified above. The granting of proxy, its revocation, and evidence of the granting of proxy submitted to the Company shall only be valid if drawn up in text form. Note that banks, equivalent institutions or enterprises pursuant to Section 135(10) AktG in conjunction with Section 125(5) AktG, associations of shareholders and other persons specified in Section 135(8) AktG may be subject to different procedural rules governing their proxy status. If you wish to appoint a bank, an institute or enterprise equivalent to a bank pursuant to Section 135(10) AktG in conjunction with Section 125(5) AktG, an association of shareholders, or some other person listed in Section 135(8) AktG to act as your proxy, please agree the possible type of power of attorney with this institution or person in good time. Page 8 of 12

9 If evidence of authorization is to be submitted to the Company prior to the General Meeting, it may be sent by the close of business on October 6, 2017 to the following address: Pyrolyx AG c/o Link Market Services GmbH Landshuter Allee München Germany or by or by fax: To enable absent shareholders to exercise their voting rights, the Company also offers shareholders the possibility of being represented by proxies appointed by the Company. In addition to power of attorney, the proxies appointed by the Company must also be issued with instructions on how to vote. Authorized Company proxies will only vote in accordance with the instructions issued to them by shareholders and not vote at their own discretion. Unless issued by shareholders present or represented at the General Meeting, this authorization can only be issued if power of attorney is received by the close of business on October 6, 2017 by the proxies of the Company at the address of the authorized recipient for the Company proxies below: Stimmrechtsvertreter der Pyrolyx AG c/o Link Market Services GmbH Landshuter Allee München Germany or by or by fax: A form which can be used to grant power of attorney and issue instructions to proxies appointed by the Company will be sent to the shareholders listed in the share register together with the invitation to the General Meeting by post. It can also be requested by post, or fax at the registration address specified above. Shareholders motions and nominations Shareholders motions pursuant to Sections 126 and 127 AktG may only be sent to the following address: Pyrolyx AG Nymphenburger Str. 70 D München Germany Page 9 of 12

10 or by fax: +49 (0) or by FURTHER INFORMATION FOR CDI HOLDERS: Attendance and voting at the General Meeting Attendance of the General Meeting and exercising voting rights are strictly limited to those shareholders who are listed in the share register by the close of registration at 12 midnight (CEST) on October 2, 2017 and who have registered their attendance in time. The shares underlying the CHESS Depositary Interests (CDIs) of the Company are registered in the name of Nortrust Nominees Ltd (Nortrust Nominees), a custodian entity. CHESS Depository Nominees Pty Limited is the beneficial owner of those shares. Only CDI holders who are listed in the register of CDI holders of the Company may provide Nortrust Nominees with voting instructions in respect of the shares equivalent to the number of CDIs registered in their name at that time. If a CDI holder wishes to attend the General Meeting, or appoint another proxy to attend the meeting on their behalf, they may only do so by directing Nortrust Nominees to appoint the CDI holder (or their nominee) as their proxy. Further detail on proxy appointments is set out below. The CDI Voting Instructions Form (including directions to Nortrust Nominees for appointment as proxy) is attached to this Notice of and Invitation to the General Meeting and must be received by the Company by no later than 7.00pm (Australian Eastern Standard Time) / 10.00am (CEST) on Monday, 2 October 2017 at the following address: Pyrolyx AG c/o Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia online: or by fax: or by hand: deliver to Link Market Services Limited 1A Homebush Drive Rhodes NSW 2138 Note that CDI holders are only deemed to be those listed in the register of CDI holders. Entitlement to provide voting instructions and otherwise attend the General Meeting as proxy is limited to those CDI holders listed in the register of CDI holders as at the day of the General Meeting. For procedural reasons, any changes to the register of CDI holders after 7.00pm (Australian Eastern Standard Time) / 10.00am (CEST), on Monday, 2 October 2017 will be disregarded for the purposes of determining the rights of any CDI holders to provide voting instructions in regard to the General Meeting. For this reason, the status of the register of CDI holders which is decisive for the exercise of rights to attend Page 10 of 12

11 the General Meeting and provide voting instructions in regard to the General Meeting shall correspond to the status of entries in the register of CDI holders by the close of registration at 7.00pm (Australian Eastern Standard Time) / 10.00am (CEST), on Monday, 2 October The Technical Record Date is therefore at this time. By providing voting instructions or being registered to attend the General Meeting as proxy, CDIs will not be blocked, and so CDI holders are free to dispose of their CDIs at any time after voting instructions are received. Purchasers of CDIs whose applications for transfer are filed after the Technical Record Date may not provide voting instructions in regard to the General Meeting in respect of those CDIs or otherwise attend the General Meeting (unless they validly are appointed by Nortrust Nominees or another registered shareholder to act as a proxy). In such cases, the right to provide voting instructions shall continue to be held by the CDI holder listed in the register of CDI holders until the relevant transfer has been carried out. Where a CDI holder (or their nominee) has been validly appointed as a proxy by Nortrust Nominees, an entrance ticket to the General Meeting will be issued and sent to the CDI holder (or their nominee). The point of the entrance tickets is to simplify admission proceedings to the General Meeting. The invitation to the General Meeting including the agenda as well as the registration documents will be automatically sent by the Company to all CDI holders listed in the register of CDI holders as at the Technical Record Date. Voting instructions and proxy appointments CDI holders can indirectly exercise voting rights by directing Nortrust Nominees how to vote on each of the resolutions in respect of the shares underlying their CDIs by completing the CDI Voting Instructions Form that is attached to this Notice of and Invitation to the General Meeting. If a CDI holder instead would like to attend the General Meeting (or would like someone else to attend of their behalf), the CDI holder can submit instructions to Nortrust Nominees to appoint the CDI holder or any other person as proxy. The CDI Voting Instructions Form is attached to this Notice of and Invitation to the General Meeting. The CDI Voting Instructions Form can also be requested by post, or fax at the registration address specified above. If a CDI holder requests on the voting instruction form to be appointed (or for their nominee to be appointed) as a proxy for Nortrust Nominees, they will be sent a proxy form granting them the right to attend the meeting. The granting of proxy, its revocation, and evidence of the granting of proxy submitted to the Company shall only be valid if drawn up in text form. Note that banks, equivalent institutions or enterprises pursuant to Section 135(10) AktG in conjunction with Section 125(5) AktG, associations of shareholders and other persons specified in Section 135(8) AktG may be subject to different procedural rules governing their proxy status. If you wish for Nortrust Nominees to appoint a bank, an institute or enterprise equivalent to a bank pursuant to Section 135(10) AktG in conjunction with Section 125(5) AktG, an association of shareholders, or some other person listed in Section 135(8) Page 11 of 12

12 AktG to act as proxy in respect of the shares underlying your CDIs, you should provide your completed voting instructions as soon as possible to ensure there is sufficient time to arrange the required power of attorney with this institution or person in good time. A proxy appointed by Nortrust Nominees upon the instructions of the CDI holder may decide whether or not to attend the General Meeting and whether or not to vote. CDI holders should therefore nominate a person they can trust. If a proxy decides to attend the General Meeting, and the CDI holder instructs Nortrust Nominees to direct the proxy how to vote on an item of business, then the proxy should only vote on that item of business in the way as directed. Alternatively, if the CDI holder does not instruct Nortrust Nominees to direct the proxy how to vote on an item of business, then the proxy may vote in favor, against or abstain on that item. The proxy will also have discretion to vote as they think fit on any other business which may properly come before the General Meeting. Munich, September 2017 The Management Board of Pyrolyx AG Page 12 of 12

13 ARBN LODGE YOUR INSTRUCTION ONLINE BY MAIL Pyrolyx AG C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138 ALL ENQUIRIES TO Telephone: STEP 1 CDI VOTING INSTRUCTION FORM DIRECTION TO CHESS DEPOSITARY NOMINEES PTY LTD I/We being a holder of CHESS Depositary Interests (CDIs) of Pyrolyx AG (Company) hereby direct Nortrust Nominees Ltd to vote the shares underlying my/our CDI holding at the General Meeting of securityholders of the Company to be held at 10:00am (central European summer time) on Monday, 9 October 2017 at Bayerischen Börse, Karolinenplatz 6, München (Munich), and at any adjournment or postponement of that Meeting, in accordance with the following directions. By execution of this CDI Voting Instruction Form the undersigned hereby authorises Nortrust Nominees Ltd to appoint such proxies or their substitutes in their discretion to vote in accordance with the directions set out below. STEP 2 STEP 3 STEP 4 PROXY APPOINTMENT this only needs to be completed if you wish to attend the Meeting or appoint another person to attend the Meeting If you wish to attend the Meeting in person or appoint another person or company other than Nortrust Nominees Ltd, who need not be a securityholder, to attend and act on your behalf at the Meeting or any adjournment or postponement thereof, please insert their name(s) in this box. Link will then send you a legal form of proxy under which Nortrust Nominees Ltd will grant you or the person specified by you the right to attend and vote at the Meeting. Please remember that a legal proxy is subject to all terms and conditions that apply to proxies as outlined in the Invitation to the General Meeting including any cut off time for receipt of valid proxies. VOTING INSTRUCTIONS Voting instructions will only be valid and accepted by Nortrust Nominees Ltd if they are signed and received no later than 10:00am (central European summer time) on Monday, 2 October Please read the voting instructions overleaf before marking any boxes with an T Resolutions Item 1 Item 2 Resolution on the creation of Authorized Capital 2017/II Resolution on the revocation of authorization to grant preemptive rights dated October 15, 2015 (Stock Option Program 2015) and the corresponding amendment of the Articles of Association * If you do not mark the For, Against or Abstain box the shares represented by your CDIs will not be voted by Nortrust Nominees Ltd. If you mark more than one box on a resolution, your direction on that resolution will be invalid. SIGNATURE OF CDI HOLDERS THIS MUST BE COMPLETED For Against Abstain* Item 3 Item 4 CDI Holder 1 (Individual) Joint CDI Holder 2 (Individual) Joint CDI Holder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the CDI Holder in accordance with the instructions overleaf. Resolution on the amendment of Section 7(1) of the Articles of Association: Size of the Supervisory Board Election to the Supervisory Board For Against Abstain* PLX PRX1701N *PLX PRX1701N*

14 HOW TO COMPLETE THIS CDI VOTING INSTRUCTION FORM YOUR NAME AND ADDRESS This is your name and address as it appears on the Company s CDI register. If this information is incorrect, please make the correction on the form. CDI Holders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your CDIs using this form. DIRECTION TO NORTRUST NOMINEES LTD Each CHESS Depositary Interest (CDI) is evidence of an indirect ownership in the Company s registered shares (Shares). The underlying Shares are registered in the name of Nortrust Nominees Ltd. As holders of CDIs are not the legal owners of the Shares, Nortrust Nominees Ltd is entitled to vote at the Meetings of securityholders on the instruction of the registered holders of the CDIs. APPOINTMENT OF A PROXY If you wish to attend the Meeting in person or appoint some person or company other than Nortrust Nominees Ltd, who need not be a securityholder, to attend and act on your behalf at the Meeting or any adjournment or postponement thereof, please insert your name(s) or the name of your chosen appointee in the box in Step 2. Link will then send you a legal form of proxy which will grant you or the person specified by you the right to attend and vote at the Meeting. If you have instructed Nortrust Nominees Ltd to appoint another person as proxy but do not indicate your voting direction with respect to all or any of the resolutions, that nominated proxy may vote as they determine with respect to those undirected resolutions. Please remember that a legal proxy is subject to all terms and conditions that apply to proxies as outlined in the Notice of General Meeting including any cut off time for receipt of valid proxies. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all holders must sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with Link. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: with respect to an Australian company, where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place. With respect to a U.S. company or other entity, this form may be signed by one officer. Please give full name and title under the signature. LODGEMENT OF A CDI VOTING INSTRUCTION FORM This CDI Voting Instruction Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (central European summer time) on Monday, 2 October 2017, so that Link will have sufficient time to aggregate all CDI directions and execute the voting and proxy instructions before the commencement of the Meeting. Any CDI Voting Instruction Form received after that time will be invalid. CDI Voting Instruction Forms may be lodged using the reply paid envelope or: ONLINE Login to the Link website using the holding details as shown on the CDI Voting Instruction Form. Select Voting and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their Holder Identifier (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the CDI Voting Instruction Form). BY MAIL Pyrolyx AG C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX BY HAND delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138 * in business hours (Monday to Friday, 9:00am 5:00pm)