Pyrolyx AG. Munich INVITATION TO THE GENERAL MEETING. Shareholders in our Company are invited to attend the General Meeting of Pyrolyx AG held at

Transcription

1 Pyrolyx AG Munich INVITATION TO THE GENERAL MEETING Shareholders in our Company are invited to attend the General Meeting of Pyrolyx AG held at 10am on Friday, July 20, 2018 at Bayerischen 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 Presentation of the approved financial statements, the approved consolidated financial statements, and the group management report as well as the Supervisory Board s report for Item 2 Resolution on the discharge of the Management Board for 2017 The Management Board and the Supervisory Board propose that the members of the Management Board active in 2017 be discharged for this period. Item 3 Resolution on the discharge of the Supervisory Board for 2017 The Management Board and the Supervisory Board propose that the members of the Supervisory Board active in 2017 be discharged for this period. Item 4 Appointment of the auditor for 2018 The Supervisory Board proposes that Ms. Jeanette Lichtenstern (accountant, Landsberg am Lech) be appointed auditor and also group auditor for a possible audit of the consolidated accounts for X_FINAL_HV Invitation 2018_EN_rha_V2_Comments SBP.docx

2 Item 5 Election to the Supervisory Board The term of office of all members of the Supervisory Board will expire at the end of the General Meeting on July 20, Therefore, the members of the Supervisory Board must be newly elected. 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, the Supervisory Board consists of six members from among the ranks of the shareholders, all of whom are to be elected by the General Meeting. The Supervisory Board proposes that: The following be elected to the Company s Supervisory Board for the period from the close of the General Meeting on July 20, 2018 until the close of the General Meeting at which the Supervisory Board is discharged for 2018: a. Dr. Lars Franken, Partner and Member of the Management Board of IVC Independent Valuation & Consulting Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (Essen), Dortmund b. David Frederick Groves, Director of Pengana Capital Group, Sydney (Australia) c. Alexis P. Gurdjian, Managing Partner of Galaxis Capital LLP (London, UK), London (UK) d. David A. Steele, Chairman of Central Earthmoving Company Pty Ltd (Geraldton, Australia), Perth (Australia) e. Michael Triguboff, Managing Director of Triguboff Investments (Sydney, Australia), Sydney (Australia); f. Guido Veit, Business Unit Manager Plastics & Rubber Plants at Zeppelin Systems GmbH (Friedrichshafen), Berg/Ravensburg Item 6 Resolution on the revocation of Authorized Capital 2017/II and the creation of Authorized Capital 2018/I Section 3(4) of the Articles of Association provides for Authorized Capital 2017/II originally amounting to 2,456, The Management Board has made use of this authorization. Given the increase in the share capital, the Management Board and the Supervisory Board therefore propose creating new authorized capital (Authorized Capital 2018/I) while revoking the previous Authorized Capital 2017/II. Accordingly, the Management Board and the Supervisory Board propose the following: 6.1 That the current authorized capital (Authorized Capital 2017/II) according to Section 3(4) of the Articles of Association be revoked with effect as of the entry in the commercial register of the new authorized capital (Authorized Capital 2018/I) as described below and to the extent Authorized Capital 2017/II has not been made use of. Page 2 of 14

3 6.2 That the Management Board be authorized to increase the share capital of the Company on one or more occasions until June 19, 2023 subject to the approval of the Supervisory Board by a total of up to 2,800,00.00 by issuing up to 2,800,000 no-par-value registered shares in return for cash and/or contributions in kind (Authorized Capital 2018/I). 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 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 contributable 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. 6.3 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 until June 19, 2023 subject to the approval of the Supervisory Board by a total of 2,800, by issuing up to 2,800,000 no-par-value registered shares in return for cash/and or contributions in kind (Authorized Capital 2018/I). 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 Page 3 of 14

4 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 contributable 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. Item 7 Resolution on revocation of the authorization to issue convertible bonds and/or bonds with warrants dated February 21, 2017 and the authorization to issue convertible bonds and/or bonds with warrants, the creation of Contingent Capital 2018/I, and the corresponding amendment of the Articles of Association At the Annual General Meeting on February 21, 2017, the Management Board was authorized under Item 2 to issue bearer and/or registered convertible bonds and/or bonds with warrants with a total nominal value of up to 90 million on one or more occasions until February 20, 2022 and to grant conversion rights to the holders or creditors of these convertible bonds and warrants to the holders or creditors of these bonds with warrants up to a total of 895,207 no-par-value registered shares in the Company. To service the conversion and warrant rights, the shareholders created Contingent Capital 2017/I amounting to 895, (Section 3(7) of the Articles of Association). The Management Board has not made use of this authorization, which can therefore be revoked. Given the increase in the share capital, new authorization is to be created to issue additional convertible bonds and/or bonds with warrants (Contingent Capital 2018/I) while revoking the existing authorization. Therefore, the following resolution is proposed by the Management Board and Supervisory Board: 7.1 Revocation of the authorization to issue convertible bonds and/or bonds with warrants dated February 21, 2017 The current authorization dated February 21, 2017 to issue bearer and/or registered convertible bonds and/or bonds with warrants with a total nominal value of up to 90 million on one or more occasions until February 20, 2022 and to grant conversion rights to the holders or creditors of these convertible bonds and warrants to the holders or creditors of these bonds with warrants up to a total of 895,207 no-par-value registered shares in the Company shall be revoked with effect of the entry in the Commercial Register of the amendment of Section 3(7) of the Articles of Association as described below. Page 4 of 14

5 7.2 Authorization to issue convertible bonds and/or bonds with warrants It is proposed that the Management Board be authorized to issue bearer and/or registered convertible bonds and/or bonds with warrants on one or more occasions until June 19, 2023 to a total nominal amount of up to 182 million, and to grant conversion rights to the holders or creditors of these convertible bonds as well as warrants to the holders or creditors of these bonds with warrants up to a total of 2,600,000 no-par value registered shares in the Company in accordance with the conditions governing convertible bonds and bonds with warrants. Subscription rights The shareholders are entitled to subscription rights. However, the convertible bonds and/or bonds with warrants may also be transferred to a bank or a Company operating in accordance with Section 53(1), sentence 1, Section 53b(1), sentence 1, or Section 53b(7) KWG Banking Act with the obligation to offer them to the shareholders. However, the Management Board shall be authorized to exclude subscription rights for the following cases: a) The convertible bonds and/or bonds with warrants are issued against cash contributions and for an issue price which is not significantly lower than the theoretical value calculated by means of accepted actuarial methods at the time the issue price is set by the Management Board, and the issue of convertible bonds and/or bonds with warrants comprises conversion rights and/or warrants on new shares which do not exceed 10 percent of the share capital at the time of the General Meeting; b) Fractional amounts resulting from the subscription ratio from shareholders subscription Term rights. The term of the convertible bonds and/or bonds with warrants may not exceed ten years. Conversion rights If convertible bonds are issued, the holders or creditors of bonds shall have the right to convert their bonds into no-par value registered shares in the Company in accordance with the conditions specified by the Management Board. The ratio at which bonds are exchanged for shares shall be calculated by dividing the nominal value of a bond by the defined conversion price for one no-par value registered share in the Company. If the issue price of a bond is lower than its nominal value, the exchange ratio shall be calculated by dividing the issue price of the bond by the fixed conversion price of one no-par value registered share in the Company. The conversion ratio may be rounded up or down to the next full number. Furthermore, an additional cash payment may be stipulated. Moreover, provision may be made for fractions to be aggregated and/or compensated for financially. The proportional value within the share capital of the shares issued upon conversion may not exceed the nominal value of the individual bonds or the issue price of the bonds if below their nominal value. The conditions governing convertible bonds may also provide for compulsory conversion at the end of their term or at an earlier time. Page 5 of 14

6 Warrants If bonds with warrants are issued, each bond is to be accompanied by one or more warrants entitling the holder to subscribe to no-par value registered shares in the Company in accordance with the conditions to be determined by the Management Board. The proportional value within the share capital of the shares issued in connection with each bond may not exceed the value of the individual bonds or the issue price of the bonds if below their nominal value. Variable exchange ratio The conditions governing convertible bonds and bonds with warrants may also allow for a variable number of shares to be issued or a variable exchange ratio upon the exercise of the conversion rights or warrants or upon the fulfilment of conversion obligations, as well as for the conversion or warrant price to be adjusted within a range set by the Management Board depending on the performance of the share price during the term. Conversion and warrant prices The conversion and warrant prices for no-par value registered shares in the Company are to be specified in euros and must despite any variable exchange ratio or a variable conversion or warrant price be at least 80 percent of the Company s average unweighted share price on the electronic trading system Xetra (or a comparable successor system) of Frankfurt Stock Exchange on the ten trading days prior to the adoption of the resolution concerning convertible bonds or bonds with warrants by the Management Board. Section 9(1) AktG and Section 199 AktG shall remain unaffected. Antidilutive provisions The conversion or warrant price will be reduced subject to the conditions governing convertible bonds or bonds with warrants by paying a corresponding cash sum when the conversion right is exercised or the conversion obligation fulfilled or alternatively by reducing the additional payment if during the conversion or warrant term the Company either increases its share capital against capital contributions or creates conversion or warrant rights, or issues or guarantees further convertible or warrant bonds, and at the same time grants its shareholders subscription rights and does not grant the holders of conversion and bond rights or the holders or creditors of convertible bonds with conversion obligations subscription rights to which they would have been entitled had they exercised their conversion or warrant rights or fulfilled their conversion obligations. Instead of a cash payment or a reduction of the additional payment, if possible the exchange ratio may be adjusted by means of division by the reduced conversion price. In addition, the conditions may also provide for adjustments in the event of a capital increase from retained earnings, a capital reduction, or the payment of a special dividend. Section 9(1) AktG shall remain unaffected. Fulfilment Upon the conversion or exercise of warrants or the fulfilment of conversion obligations, the bond conditions may in each case stipulate that shares can be provided from treasury stock. Furthermore, they may provide for the Company to pay the equivalent value in cash rather than granting shares in the Company. The Company is entitled to fulfil the subscription rights Page 6 of 14

7 as it sees fit by either issuing shares from the contingent capital created for this purpose, by selling treasury stock, or by paying the difference per share between the conversion or warrant price and the Company s average unweighted share price on the electronic trading system Xetra (or a comparable successor system) of Frankfurt Stock Exchange on the twenty trading days immediately preceding the day on which the subscription rights are exercised. If fulfilment takes place by paying the difference, the obligation to pay the conversion or warrant price shall no longer apply. The decision regarding which of these fulfilment options (which may also be combined with each other) is to be applied shall in each case be taken by the Management Board. Other provisions The Management Board is authorized to determine the remaining details and conditions of issues, especially the rate of interest, the issue price and term. 7.3 Contingent Capital It is proposed that the share capital of the Company be conditionally increased by up to 2,600, by issuing up to 2,600,000 no-par value registered shares. This contingent capital increase is intended to serve the granting of subscription rights to the holders or creditors of convertible bonds and/or bonds with warrants issued in line with the authorization contained in 7.2. The shares from the contingent capital are to be issued at the conversion or warrant price determined in accordance with 7.2. The contingent capital increase shall only be carried out to the extent that use is made of convertible rights and/or warrants stemming from such convertible bonds and/or bonds with warrants, or conversion obligations stemming from such convertible bonds are fulfilled, and the Company cannot meet the subscription rights in cash or from treasury stock. The Management Board is authorized to decide the further details of how the contingent capital increase is to be carried out. 7.4 Amendment to the Articles of Association Section 3(7) (Share Capital) of the Articles of Association is to be amended as follows: The share capital of the Company is to be conditionally increased by up to 2,600, by issuing up to 2,600,000 no-par value registered shares (Contingent Capital 2018/I). This contingent capital increase is intended to serve the granting of subscription rights to the holders or creditors of convertible bonds and/or bonds with warrants issued after the Management Board was authorized to do so by the General Meeting on July 20, The contingent capital increase shall only be carried out to the extent that use is made of convertible bonds and/or warrants stemming from such convertible bonds and/or bonds with warrants, or conversion obligations stemming from such convertible bonds are fulfilled, and the Company cannot meet the subscription rights in cash or from treasury stock. The Management Board is authorized to decide the further details of how the contingent capital increase is to be carried out. Page 7 of 14

8 II REPORT BY THE MANAGEMENT BOARD 1 Report by the Management Board on Item 6 pursuant to Section 203(2), sentence 2 in conjunction with Section 186(4), sentence 2 AktG Item 6 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. Moreover, 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 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. Page 8 of 14

9 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 Item 7 pursuant to Section 221(4) in conjunction with Section 186(4), sentence 2 AktG In Item 7 of the agenda at the General Meeting, the Management Board and the Supervisory Board propose that the Management Board be authorized to issue convertible bonds and/or bonds with warrants on one or more occasions between now and June 19, 2023 and to grant conversion rights to the holders or creditors of these convertible bonds as well as warrants to the holders or creditors of these bonds with warrants. The issue of convertible bonds and/or bonds with warrants is an attractive opportunity to raise funds. In addition, authorizing the Management Board will give the Company the necessary flexibility to take full advantage of the capital market depending on the market situation. The shareholders are normally entitled to preemptive rights. The Management Board should however be authorized to exclude shareholder s preemptive rights if convertible bonds and/or bonds with warrants are issued against cash contributions and for an issue price which is not significantly lower than the theoretical value calculated by means of accepted actuarial methods at the time the issue price is set by the Management Board. This gives the Company the opportunity to make use of favorable market circumstances quickly and at very short notice and to take full consideration of market conditions to achieve better terms for the convertible bonds and/or bonds with warrants. If the subscription rights were not excluded, any such market-oriented determination of the terms and smooth placement would not be Page 9 of 14

10 possible. Pursuant to Section 186(2), sentence 2 AktG, the subscription price (and hence the terms of the convertible bonds and/or bonds with warrants) must be published at least three days before the end of the subscription period. There would then be the risk that market conditions would change in this period, meaning the terms of the convertible bonds and/or bonds with warrants were no longer appropriate for the market. This risk would have to be hedged by reducing the interest or the issue price of the convertible bonds and/or bonds with warrants. The convertible bonds and/or bonds with warrants would as a result not be placed at optimal market conditions. Also, granting preemptive rights could pose a threat to successful placements with third parties or entail additional expenses due to the uncertainty of their exercise (subscription behavior). Finally, if subscription rights are granted, the Company cannot react at short notice to favorable or unfavorable market conditions due to the length of the subscription period. Such exclusion of preemptive rights provided for upon the issue of convertible bonds and/or bonds with warrants issued against cash contributions is according to Section 221(4), sentence 2 AktG governed by Section 186(3), sentence 4 AktG, according to which this option to exclude subscription rights may only be exercised for convertible bonds and/or bonds with warrants with conversion or option rights or conversion obligations on shares representing no more than 10 percent of the share capital. The amount of the share capital at the time the resolution is adopted by the General Meeting shall be decisive. Section 186(3), sentence 4 AktG stipulates that whenever shares are issued to the exclusion of preemptive rights in accordance with these regulations, the issue of the shares may not be significantly lower than the stock market price. This is to ensure that no significant economic dilution of the value of the shares occurs and the shareholders have the opportunity to maintain their proportion within the share capital of the Company by purchasing shares on the stock exchange on approximately the same terms. Whether such a dilution effect occurs in connection when convertible bonds and/or bonds with warrants are issued without subscription rights can be determined by calculating the hypothetical stock market price of the convertible bonds and/or bonds with warrants based on accepted actuarial methods and compared to the issue price. If, according to the obligatory check by the Management Board, this issue price is only marginally lower than the hypothetical stock market price (market value) at the time the convertible bonds and/or bonds with warrants are issued, the mathematical market value of a preemptive right would approach zero. Since the shareholders cannot then incur any significant economic disadvantage due to the insignificant reduction, exclusion of subscription rights is permissible according to the sense and purpose of Section 186(3), sentence 4 AktG. Furthermore, it should be permissible to exclude fractional amounts from preemptive rights. This is due simply to technical reasons, for without appropriate authorization, it may not be possible in each case for the Management Board to produce a smooth subscription ratio. 3. Report by the Management Board on the use of Authorized Capital 2017/II to the exclusion of shareholders preemptive rights via the capital increase dated December 21, 2017 In accordance with Section 3(4) of the Articles of Association of Pyrolyx AG, under the resolution adopted by the General Meeting on October 9, 2017 and entered in the Commercial Register on October 18, 2017, the Management Board was 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- Page 10 of 14

11 value bearer shares in return for cash and/or contributions in kind (Authorized Capital 2017/II). Authorized Capital 2017/II included the authorization of the Management Board to exclude preemptive rights for shareholders if the shares were issued under a capital increase against contributions in kind, as long as the capital increase took place in order to acquire receivables against the Company, or to acquire enterprises, parts of enterprises, interests in enterprises, or other eligible assets. Partly using the above authorization, the Management Board availed itself of this authorization on November 15, 2017 with the approval of the Supervisory Board on November 24, 2017 and decided to increase the Company s share capital by means of Authorized Capital 2017/II by 295, in return for contributions in kind to the exclusion of shareholders preemptive rights. The capital increase was completely subscribed to the amount of 295, The implementation of the capital increase was entered in the Commercial Register on December 21, The new shares were issued to the exclusion of existing shareholders preemptive rights at a subscription price of per share. They carry full dividend rights from January 1, The subscription price was 4.94 percent above the arithmetic mean of the closing prices of shares in Pyrolyx AG in Xetra trading at Frankfurt Stock Exchange on the twenty trading days prior to the Management Board s resolution to issue the new shares. The average price was By excluding shareholders preemptive rights, the Company exercised the option to exclude preemptive rights in connection with capital increase in kind. This exclusion of preemptive rights was necessary in this case in order to be able to act quickly and flexibly and to be able to grant shares instead of money in response to claims for loan repayments and interest payments on 18 loans from 11 lenders as well as a further payment claim. The granting of shares in return was expedient in order to protect the Company s liquidity. In addition, pricing the shares only slightly below the stock market price at that time adequately protected the shareholders interests and ensured that the capital increase only resulted in the marginal economic dilution of shareholders For the above reasons, the exclusion of preemptive rights in compliance with the requirements of Authorized Capital 2017/II during its utilization was altogether objectively justified. 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 5,614,536 no-par-value bearer shares, each share granting the holder one vote. The total number of voting rights is thus 5,614,536. 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. Page 11 of 14

12 Availability on the Company s website This invitation has also been posted on the Company website Attendance of 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 July 18, 2018 at the following address: Pyrolyx AG c/o Link Market Services GmbH Landshuter Allee München Germany or by or by fax: namensaktien@linkmarketservices.de Note that Company shareholders are only deemed to be those listed in the share register. Entitlement to exercise attendance and voting rights is governed by listing in the share register on the day of the General Meeting. For procedural reasons, no share transfers will be carried out in the share register between (CEST) on July 19, 2018 and 12:00 midnight (CEST) on July 20, 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 July 18, The Technical Record Date is therefore the close of business on July 18, 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 July 18, 2018 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 July 6, 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 whose owners they are listed as in the share register if authorized to do so by their shareholder. Page 12 of 14

13 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 writing. 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 people 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. If evidence of authorization is submitted to the Company prior to the General Meeting, it may be sent by the close of business on July 19, 2018 to the following address: Pyrolyx AG c/o Link Market Services GmbH Landshuter Allee München Germany or by or by fax: namensaktien@linkmarketservices.de 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 July 19, 2018 by the proxies of the Company at the address of the authorized recipient for the Company proxies below: Page 13 of 14

14 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 or by fax: +49 (0) or by Munich, June 2018 The Management Board of Pyrolyx AG Page 14 of 14

15 LODGE YOUR INSTRUCTION ONLINE ARBN 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: 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 above by 7.00pm (Australian Eastern Standard Time) / 10:00am (central European summer time) on Friday, 13 July 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, stockholders will need their Holder Identifier (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the reverse of this CDI Voting Instruction Form). 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 CHESS DEPOSITARY NOMINEES PTY LTD Each CHESS Depositary Interest (CDI) is evidence of an indirect ownership in the Company s shares of common stock (Shares). The underlying Shares are registered in the name of CHESS Depositary Nominees Pty Ltd (CDN). As holders of CDIs are not the legal owners of the Shares, CDN is entitled to vote at the Meetings of stockholders 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 CDN, who need not be a stockholder, 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. Please remember that a legal proxy is subject to all terms and conditions that apply to proxies as outlined in the Notice of and Invitation to the 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, either holder may 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.

16 NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6 *X * X STEP 1 STEP 2 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 CHESS Depositary Nominees Pty Ltd (CDN) to vote the shares underlying my/our CDI holding at the General Meeting of stockholders of the Company to be held at 10:00am (central European summer time) on Friday, 20 July 2018 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 CDN to appoint such proxies or their substitutes in their discretion to vote in accordance with the directions set out below. 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 CDN, who need not be a security or stockholder, 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 which 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 Notice of and 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 7.00pm (Australian Eastern Standard Time) / 10:00am (central European summer time) on Friday, 13 July Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain* For Against Abstain* Item 2 Resolution on the discharge of the Management Board for 2017 Item 5 Election to the Supervisory Board STEP 3 STEP 4 Item 3 Resolution on the discharge of the Supervisory Board for 2017 Item 4 Appointment of the auditor for 2018 *If you do not mark the For, Against or Abstain box the shares represented by your CDIs will not be voted by CDN. If you mark more than one box a resolution, your direction on that resolution will be invalid. SIGNATURE OF CDI HOLDERS THIS MUST BE COMPLETED CDI Holder 1 (Individual) Joint CDI Holder 2 (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. Item 6 Resolution on the revocation of Authorized Capital 2017/II and the creation of Authorized Capital 2018/I Item 7 Resolution on revocation of the authorization to issue convertible bonds and/or bonds with warrants dated February 21, 2017 and the authorization to issue convertible bonds and/ or bonds with warrants, the creation of Contingent Capital 2018/I, and the corresponding amendment of the Articles of Association Joint CDI Holder 3 (Individual) PLX PRX1801N *PLX PRX1801J*