In accordance with statutory provisions, no resolution is proposed to be adopted on agenda item 1, as the Supervisory Board has already approved the Company Financial Statements and the Group Financial Statements. The Company Financial Statements are thus adopted. 

The Board of Management and the Supervisory Board propose that the unappropriated profit for the financial year 2025 in the amount of € 2,672,422,497.84 be utilised as follows*:

• Distribution of a dividend of € 4.42 per non-voting preferred share with a par value of € 1 on the dividend-bearing share capital (52,902,192 preferred shares), amounting to € 233,827,688.64;
• Distribution of a dividend in the amount of € 4.40 per € 1 par value on the dividend bearing share capital (551,543,648 common shares), amounting to € 2,426,792,051.20;
• Transfer of the remaining amount of € 11,802,758.00 to other revenue reserves.

The proposal for the utilisation of unappropriated profit reflects 9,591,278 treasury ordinary shares and 1,773,313 treasury preferred shares held by the Company on the date of preparation of the annual financial statements (9 March 2026). These treasury shares are not entitled to dividends pursuant to Section 71b of the AktG.

* Until the Annual General Meeting the number of dividend-bearing shares may differ from the figure used in preparing the financial statements. In this case, the Board of Management and the Supervisory Board will submit an updated resolution proposal to the Annual General Meeting. The dividend per dividend-bearing share will remain unchanged; the total distribution amount and the allocation to other revenue reserves will be adjusted accordingly.

The Board of Management and the Supervisory Board propose that the acts of the members of the Board of Management in the financial year 2025 be ratified for this period.

The Board of Management and the Supervisory Board propose that the acts of the members of the Supervisory Board who were in office during the 2025 financial year and are listed below under items 4.1 to 4.21 be ratified for this period:

• 4.1 Dr Norbert Reithofer (until 14 May 2025)
• 4.2 Dr Nicolas Peter (since 14 May 2025; Chairman)
• 4.3 Dr Martin Kimmich (Deputy Chairman)
• 4.4 Stefan Quandt (Deputy Chairman)
• 4.5 Stefan Schmid (Deputy Chairman)
• 4.6 Dr. Kurt Bock (Deputy Chairman)
• 4.7 Ulrich Bauer
• 4.8 Dr Marc Bitzer
• 4.9 Rachel Empey
• 4.10 Dr Heinrich Hiesinger
• 4.11 Dr hc Susanne Klatten
• 4.12 Jens Köhler
• 4.13 André Mandl
• 4.14 Dominique Mohabeer
• 4.15 Dr Michael Nikolaides
• 4.16 Horst Ott
• 4.17 Anke Schäferkordt
• 4.18 Prof Dr Dr hc Christoph M. Schmidt
• 4.19 Dr Vishal Sikka
• 4.20 Sibylle Wankel
• 4.21 Prof Dr Johanna Wenckebach

At the recommendation of the Audit Committee, the Supervisory Board proposes the following resolutions: 

5.1 PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt/Main (PwC), is appointed as Company and Group auditor for the financial year 2026 and as auditor to carry out a review of the Condensed Interim Group Financial Statements and Interim Group Management Report for the first six months of the financial year 2026 as well as any additional financial information for the 2026 financial year and the first quarter of the 2027 financial year.

5.2 PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt/Main (PwC), is appointed as the auditor of the Sustainability Report and the Group Sustainability Report for the financial year 2026.

The Supervisory Board proposes that Dr Christian Bruch, Berlin, CEO of Siemens Energy AG, be elected as a shareholder representative to the Supervisory Board for a term of office from the end of the AGM on 13 May 2026 until the end of the AGM that decides on the discharge for the 2029 financial year.

The Supervisory Board and the Board of Management propose that the Remuneration Report for the fiancial year 2025, prepared and audited in accordance with § 162 AktG, be approved.

The Board of Management and Supervisory Board therefore propose that the following resolutions be adopted:

8.1  The non-voting preferred shares shall be converted into bearer shares with voting rights by eliminating the preference in dividends specified in Section 5 (2) and Section 25 (3) of the Articles of Incorporation.

8.2  The Company's Articles of Incorporation shall be amended as follows:

– Section 5 (1) shall be deleted and replaced with the following wording:

"¹The share capital amounts to € 615,810,431. ²It is divided into 615,810,431 ordinary shares with a par value of € 1 each. ³The shares are bearer shares."

– Section 5 (2), Section 5 (3), second half-sentence, and Section 25 (3) are repealed without replacement; the numbering is adjusted accordingly.

The Board of Management and the Supervisory Board propose that the resolution under agenda item 8 be approved by a special resolution of the ordinary shareholders:

The ordinary shareholders approve the resolution of today's Annual General Meeting on agenda item 8 regarding the conversion of all non-voting preferred shares into voting ordinary shares by eliminating the preference in dividends and amending the Articles of Incorporation accordingly.

The Board of Management and the Supervisory Board propose that the resolution under agenda item 8 of the Annual General Meeting of 13 May 2026 be approved by a special resolution of the preference shareholders:

The preference shareholders consent to today's Annual General Meeting resolution under agenda item 8 to convert all non-voting preferred shares into voting ordinary shares by rescinding the dividend preference and amending the Articles of Incorporation accordingly.