GEA : Agenda item 2 | Adjusted proposal for the appropriation of net retained profits

Annual General Meeting of GEA Group Aktiengesellschaft

on Tuesday, April 30, 2024, at 10:00 hours (Central European Summer Time - CEST)

Amendment of the proposal of the Executive Board and the Supervisory Board for the appropriation of net retained profits 2023 (Agenda Item 2)

In the convocation of the Annual General Meeting 2024 as published in the Federal Gazette on March 15, 2024, it is proposed to the Annual General Meeting to distribute a dividend of EUR 1.00 per no par value share entitled to a dividend, to allocate an amount of EUR 152,000,000.00 to retained earnings and to carry forward an amount of the profit totaling EUR 883,891.78.

On April 24, 2024, the Company holds 3,765,457 treasury shares not entitled to dividends for the financial year 2023 which have been repurchased under the share buyback program that has started on November 9, 2023. Due to the temporary interruption of the share buyback program until the Annual General Meeting, this holding of treasury shares corresponds to the holding at the day of the Annual General Meeting. The number of shares entitled to dividends therefore totals 168,565,619 on the day of the Annual General Meeting.

Against this background, the Executive Board and the Supervisory Board amend the proposal for the appropriation of net retained profits - as already announced in the convocation - and propose that the net retained profits in the amount of EUR 323,763,384.78 be appropriated as follows:

Distribution of a dividend of EUR 1.00
per no par value share entitled to dividends	= EUR	168,565,619.00
Transfer to retained earnings	= EUR	152,000,000.00
Profit carried forward	= EUR	3,197,765.78
Net retained profits	= EUR	323,763,384.78

Shareholders are entitled to receive their dividends on the third business day following the resolution by the Annual General Meeting (section 58 (4) sentence 2 AktG). The dividend is set to be paid out on May 6, 2024.

Düsseldorf, April 24, 2024

GEA Group Aktiengesellschaft

The Executive Board