B-A-L Germany AG: Invitation to the Annual General Meeting 2023

Meissen (pta008/23.10.2023/08:00 UTC+2)

Dear Shareholders,

we invite our shareholders to the Annual General Meeting of B-A-L Germany AG, which will take place on November 22, 2023 at 09:00 a.m. in the premises of IMMO-PLAN GmbH at its registered office in 04720 Doebeln, Feldstrasse 5.

Agenda

1. Presentation of the adopted annual financial statements as of December 31, 2022, the report of the Management Board and the report of the Supervisory Board.

Pursuant to Sec. 176 (1) Sentence 1 AktG, the Management Board submits the following documents to the Annual General Meeting for the financial year 2022:

• The approved annual financial statements of B-A-L Germany AG
• The report of the Supervisory Board pursuant to Art. 172 par. 2 AktG
• The report of the Management Board
• The proposal of the Management Board for the utilization of the balance sheet result for the year.

From the time the Annual General Meeting is convened, the above-mentioned documents will be available on the company website at:

https://bal-ag.de/wp-content/uploads/221231_Geschaeftsbericht-en.pdf

The documents will also be available at the Annual General Meeting and will be explained by the Management Board.

The Supervisory Board has approved the annual financial statements, which are therefore adopted and no resolution is required.

2. Utilization of the balance sheet result for the financial year 2022

No resolution on the appropriation of the accumulated loss can be passed. The Management Board and the Supervisory Board announce that no funds are available for distribution.

The company's accumulated deficit for fiscal year 2022 will be withdrawn from reserves.

3. Approval of the actions of the Management Board for the 2022 financial year

The Supervisory Board and the Management Board propose that the following resolution be adopted:

The actions of the Management Board officiating in the 2022 financial year are hereby approved for this period.

4. Ratification of the actions of the Supervisory Board for the 2022 financial year

The Supervisory Board and the Management Board propose that the following resolution be adopted:

The actions of the members of the Supervisory Board officiating in the 2022 financial year are hereby approved for this period.

5. Election of the Management Board

The Supervisory Board announces that at its meeting on September 20, 2023, Mr. Zschunke was re-elected as a member of the Management Board for a further five years. Furthermore, Mr. Peter Thilo Hasler, an analyst from Munich, was appointed as Chief Financial Officer of the company for five years. He will take office on the day of the Annual General Meeting.

6. Election of the Supervisory Board

After the expiry of the term of office of Supervisory Board member Dennis van Diemen at the end of the Annual General Meeting in 2023, a new member of the Supervisory Board must be elected.

The Supervisory Board and the Management Board propose that the following resolution be adopted:

At the Annual General Meeting the Supervisory Board proposes that Mr. van Diemen be re-elected as a member of the Supervisory Board for a further five years.

7. Implementation of "Consolidation 2023-24" savings program

The Management Board has presented a savings program for fiscal years 2023 and 2024 and has discussed this with the Supervisory Board. The Supervisory Board proposes:

The Management Board shall be authorized to implement the savings program "Consolidation 2023-24" in its current form.

to Item 7 - "Consolidation 2023-24" savings program:

Key points:

• Delisting from the Vienna Stock Exchange
• Continue listing the company on a German stock exchange or trading platform
• Termination of multilingual reporting
• Termination of voluntary final audit
• Opportunistic sales of individual properties
• Reduction in debt capital
• Additional reductions in business operations

Disclosures pursuant to Sec. 121 (3) AktG / further disclosures

Total number of shares and voting rights

At the time of convening the Annual General Meeting, the share capital of the Company amounts to EUR 2,000,000 and is divided into 2,000,000 no-par value shares with a notional share in the share capital of EUR 1.00 per no-par value share; 1,200,000 shares are common shares, each granting one vote, and 800,000 are preferential shares without voting rights. The Company does not hold any of its own shares at the time the Annual General Meeting is convened. At the time the Annual General Meeting is convened, there are therefore a total of 1,200,000 voting rights.

Requirements for attending the Annual General Meeting and exercising voting rights

Only those shareholders who have provided proof of their shareholder status to the Company by the beginning of the Annual General Meeting are entitled to attend the Annual General Meeting and exercise their voting rights. For holders of ordinary shares, this is done by presenting the share certificate issued by the Company. For preferential shareholders, special proof of share ownership issued by the custodial organization in text form by e-mail to the following address shall suffice:

hv@bal-ag.de

or by fax to: +49 3521 4071975 or by conventional mail to the business address of the company. Proof of share ownership must be provided to the Company by the beginning of the Annual General Meeting at the latest. In relation to the Company, only persons who have provided proof of entitlement to attend the Annual General Meeting or exercise voting rights shall be deemed shareholders for the purposes of attending the Annual General Meeting and exercising voting rights.

Voting rights may be exercised at the Annual General Meeting by proxy. The proxy, its revocation and proof of authorization in respect of the Company must be submitted in writing or by fax (with signature included on the original) to the following postal address: Poststrasse 5, 01662 Meissen or by Fax to: +49 3521 4071975. You can find a proxy authorization form on the Company homepage.

In addition, we offer our shareholders the option of being represented in the voting by a proxy appointed by the Company (Art. 18 (3) of the Articles of Association). The proxy may only exercise the voting right in accordance with expressly issued instructions. Such a power of attorney including instructions also requires the above-mentioned form. A corresponding form can also be found on the Company website. The abovementioned forms can be found at:

https://bal-ag.de/investor-relations-shareholders-meeting_en/

The proxy voting rights are exercised by Mr. Frank Richter.

Additional shareholder rights

Shareholders whose combined shareholdings amount to 5% of the capital stock may request that items be placed on the agenda and published (Section 122 (2) AktG). All shareholders may submit countermotions, the reasons for which must be stated (Section 126 (1) AktG). Proposals for the election of Supervisory Board members do not have to be accompanied by a statement of reasons (Sec. 127 AktG).

At the Annual General Meeting, each shareholder and shareholder representative may request information from the Management Board on the Company's affairs to the extent that such information is necessary for a proper evaluation of the item on the agenda (Section 131 AktG). Pursuant to Art. 19 ( 2) of the Articles of Association, the chairman of the meeting may reasonably restrict the shareholders' right to ask questions and speak, and is entitled, at the beginning or during the Annual General Meeting, to set a reasonable time frame for the entire course of the meeting or for the discussion of individual agenda items as well as the time allowed for speaking and asking questions in general or for each individual speaker.

Meissen October 17,.2023

The Management Board

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Emitter:	B-A-L Germany AG Poststraße 5 01662 Meißen Germany
Contact Person:	Falko Zschunke
Phone:	+49 3521 459 6539
E-Mail:	f@bal-ag.de
Website:	www.bal-ag.de
ISIN(s):	DE000A2NBN90 (Share)
Stock Exchange(s):	Vienna Stock Exchange (Vienna MTF)
Other Stock Exchanges:	Freiverkehr in Stuttgart