HV-Bekanntmachung: Stabilus S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 14.02.2018 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

All matters of the above agenda are ordinary matters, except for agenda item 12, which is an extraordinary matter. In that regard, we refer to the quorum and voting requirements described in the following paragraph.

Quorum and majority requirements

The amendment of the Articles (agenda item 12) requires a quorum of presence or representation of at least one half of the share capital and the consent of two thirds of the votes present or represented. Apart from this, there is no quorum of presence requirement for the MEETING. No vote being necessary on agenda items 1 to 3, the agenda items 4 through 11 are adopted by a simple majority of the voting rights duly present or represented.

Share capital and voting rights

At the date of convening of the MEETING, the Company's subscribed share capital equals EUR 247,000 and it is divided into 24,700,000 shares having a par value of EUR 0.01 each, all of which are fully paid up.

Available information and documentation

The following information is available on the Company's website under www.ir.stabilus.com/agm starting on the day of publication of this convening notice and at the Company's registered office in Luxembourg:

Attendance and registration procedures

Shareholders shall, on or before the Record Date, as defined below, indicate to the Company their intention to participate at the MEETING. Shareholders are obliged to obtain an attestation from their depository bank ('Attestation') which is safe-keeping their shares in the Company stating the number of shares held by the shareholder 14 calendar days before the date of the MEETING ('Record Date'), i.e. on 31^st January 2018 at 00:00 (CET). The Attestation must be dispatched by fax and the original by regular mail to:

STABILUS S.A. c/o Link Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 - 289

The attestation must be made in text form in German or English.

Please send the Attestation to the Company (by fax) until 7^th February 2018 at 11:59 p.m. (CET). Upon receipt of the Attestation within the given deadline, the Company will presume that such shareholder will attend and vote at the Meeting by issuing the admission ticket.

Proxy voting representatives

Shareholders not being able to attend the MEETING in person may appoint a proxyholder to attend the MEETING on their behalf. The attendance and registrations procedure is exactly the same as for shareholders participating personally as mentioned above.

The proxyholder will have to identify himself by presenting a valid identification card and by submitting the admission ticket of the shareholder.

In order to simplify the execution of their voting rights, the Company provides the option of appointing a proxy voting representative named by the Company and bound by the instructions of the shareholder prior to the MEETING.

Proxy forms are available under the following contact details:

STABILUS S.A. c/o Link Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 - 289 E-Mail: agm@linkmarketservices.de Website: www.ir.stabilus.com/agm

In such proxy form shareholders are kindly invited to fill in the required details, to date, sign and return the proxy form (including the Attestation) by e-mail or fax and the original by mail to:

STABILUS S.A. c/o Link Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 - 289 E-Mail: agm@linkmarketservices.de

The duly filled in and signed proxy form (by fax or e-mail) must be received by the Company at the latest on 7^th February 2018 at 11:59 p.m. (CET). Exercise of voting rights of shares in connection with duly filled in and signed proxy forms received after such date will not be possible at the MEETING.

Shareholders who will receive their admission tickets by mail will receive a form for proxy voting. Forms for proxy voting can also be downloaded on the Company's website at www.ir.stabilus.com/agm. In addition, forms will be sent upon written request to the Company at the following address:

STABILUS S.A. c/o Link Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 - 289

Vote by correspondence

Shareholders who wish to vote by correspondence must request a form for voting by correspondence from the Company at the following address after following the registration process as mentioned above:

STABILUS S.A. c/o Link Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 - 289

or, alternatively, download the form from the Company's website at www.ir.stabilus.com/agm, and send the duly completed and signed form to the above mentioned address so that it shall be received by the Company at the latest on 7^th February 2018 at 11:59 p.m. (CET). Exercise of voting rights of shares in connection with duly filled in and signed proxy forms received after such date will not be possible at the MEETING.

Additional important information for shareholders

Shareholders are hereby informed that exercise of voting rights is exclusively reserved to such persons that were shareholders on the Record Date (or their duly appointed proxyholders). Transfer of shares after the Record Date is possible subject to usual transfer limitations, as applicable. However, any transferee having become owner of the shares after the Record Date has no right to vote at the MEETING.

One or more shareholder(s) representing at least 5% of the Company's share capital may request the addition of items to the agenda of the MEETING or table draft resolutions for items included or to be included on the agenda of the MEETING by sending such requests at the latest on 22nd of January 2018 at 11:59 p.m. (CET) to the following e-mail address, fax number or mail address:

STABILUS S.A. c/o Link Market Services GmbH Landshuter Allee 10 80637 Munich Germany Fax: +49 (0) 89 210 27 - 289 E-Mail: agm@linkmarketservices.de

Such request will only be accepted by the Company provided it includes (i) the wording of the agenda point, (ii) the wording of a proposed resolution pertaining to such agenda point or a justification, and (iii) an e-mail address and a postal address to which the Company may correspond and confirm receipt of the request.

This convening notice was dispatched by regular mail or, if agreed with the respective addressee, by email to (i) the members of the Management Board of the Company, (ii) the members of the supervisory board and (iii) the auditor of the Company.

Subject to compliance with the threshold notification obligations provided for by the Luxembourg law of 11 January 2008 on transparency requirements for issuers of securities, there is no limit to the maximum number of votes that may be exercised by the same person, whether in its own name or by proxy.

The results of the vote will be published on the Company's website within 15 days following the MEETING.

For further information you may contact the service provider, Link Market Services GmbH, by dialling +49 (0)89 210 27-222 (Mon. - Fri. 9 a.m. to 5 p.m. (CET)).

Please take note of the Annex to this convening notice.

Luxembourg, in January 2018

Annex

Annex to Convening Notice (Annual General Meeting 2018)

5.2 Share capital increase and share capital reduction

The share capital of the Company may be increased or reduced by a resolution adopted by the General Meeting in the manner required for amendment of the Articles, as provided for in Article 10.

5.3 Pre-emptive rights

In the case of an issuance of shares in consideration for a payment in cash or an issuance in consideration for a payment in cash of those instruments covered in article 420-27 of the law dated 10 August 1915 on commercial companies, as amended (the Companies Act), including, without limitation, convertible bonds that entitle their holders to subscribe for or to be allocated with shares, the shareholders shall have pro rata pre-emptive rights with respect to any such issuance in accordance with the Companies Act.

5.5 Authorisation for the Management Board to increase the share capital

(b) Terms of the authorisation

The Management Board is authorised, during a period starting on the date of the publication in the RESA (Recueil Electronique des Sociétés et Associations) of the General Meeting approving the authorisation of the Management Board under this Article 5.5, and expiring on the fifth anniversary of such date (the Period), to increase the current share capital up to the amount of the authorised capital, in whole or in part from time to time, (i) by way of issuance of shares in consideration for a payment in cash, (ii) by way of issuance of shares in consideration for a payment in kind and (iii) by way of capitalisation of distributable profits and reserves, including share premium and capital surplus, with or without an issuance of new shares.

The Management Board is authorised to determine the terms and conditions attaching to any subscription and issuance of shares pursuant to the authority granted under this Article 5.5, including by setting the time and place of the issue or the successive issues of shares, the issue price, with or without a share premium, and the terms and conditions of payment for the shares under any documents and agreements including, without limitation, convertible loans, option agreements or stock option plans.

The Management Board is authorised to (i) during the Period, (a) issue convertible bonds, or any other convertible debt instruments, bonds carrying subscription rights or any other instruments entitling their holders to subscribe for or be allocated with shares, such as, without limitation, warrants (the Instruments), and (b) issue shares subject to and effective as of the exercise of the rights attached to the Instruments, until, with respect to both items (a) and (b), the amount of increased share capital that would be reached as a result of the exercise of the rights attached to the Instruments is equal to the authorised share capital, and (ii) issue shares pursuant to the exercise of the rights attached to the Instruments until the amount of increased share capital resulting from such issuance of shares is equal to the authorised share capital, at any time, whether or not during the Period; provided that the Instruments are issued during the Period. The shares to be issued following the exercise of the rights attached to the Instruments may be carried out by a payment in cash, a payment in kind or a capitalisation of distributable profits and reserves, including share premium and capital surplus.

The Management Board is authorised to determine the terms and conditions of the Instruments, including the price, the interest rate, the exercise rate, conversion rate or the exchange rate, and the repayment conditions, and to issue such Instruments.

6.1 Form of the shares

The shares of the Company are dematerialised shares (Dematerialised Shares) in accordance with the Luxembourg law on dematerialised shares dated 6 April 2013 (the Dematerialisation Law). All future shares to be issued by the Company shall be in dematerialised form and the optional conversion of shares to any other form by the holder of such shares is prohibited.

All dematerialised shares shall be registered via the single settlement organisation (organisme de liquidation) appointed by the Company, as it may be changed from time to time (the Settlement Organisation). The dematerialised shares are only represented, and the ownership of such shares is only established by a record in the name of the shareholder in the securities account. The Settlement Organisation may issue or request the Company to issue certificates relating to dematerialised shares for the purpose of international circulation of securities.

The decision to proceed with the mandatory conversion of all existing shares of the Company, represented at such time by a global bearer share, was taken at the annual general shareholders' meeting of the Company dated 15 February 2017 (the 2017 AGM).

In accordance with article 9(3) of the Dematerialisation Law, all shares within the centralized management system operated by Clearstream Frankfurt that are already treated as de facto dematerialized financial instruments shall automatically be converted into Dematerialised Shares in accordance with the Dematerialisation Law three months after the publication of the 2017 AGM in the RESA (Recueil Electronique des Sociétés et Associations) (such three months period, the Transitory Period). The Company may exercise any rights under article 17 of the Dematerialisation Law for the purpose of identifying the holders of Dematerialised Shares.

10.3 Shareholders Rights Law

If and for so long as the shares of the Company are admitted to trading on a regulated market as defined in the markets in financial instruments law dated 31 July 2007, established or operating in a Member State of the European Union, the Company is subject to the provisions of the law on the exercise of certain rights of shareholders at general meetings of listed companies dated 24 May 2011 (the Shareholders Rights Law).

The terms of this Article 10.3 shall be applicable if and for so long as the Company is subject to the Shareholders Right Law.

(a) Convening Notice

Convening notices for every General Meeting (the Convening Notice) shall be published at least thirty (30) days before the date of the General Meeting in:

(i) The RESA (Recueil Electronique des Sociétés et Associations) and in a Luxembourg newspaper; and

(ii) in such media which may reasonably be expected to be relied upon for the effective dissemination of information to the public throughout the European Economic Area, and which are accessible rapidly and on a non-discriminatory basis (the EEA Publication).

In the event that the Presence Quorum is required to hold a General Meeting, If the Presence Quorum is not met on the date of the first convened General Meeting, another General Meeting may be convened by publishing the Convening Notice in the RESA (Recueil Electronique des Sociétés et Associations), a Luxembourg newspaper and the EEA Publication seventeen (17) days prior to the date of the reconvened meeting provided that (i) the first General Meeting was properly convened in accordance with the above provisions; and (ii) no new item has been added to the agenda.

The Convening Notice shall indicate precisely the date and location of the General Meeting and its proposed agenda and contain any other information required under the Shareholders Right Act.

The Convening Notice must be communicated on the date of publication of the Convening Notice to the registered shareholders, the members of the Management Board, the members of the Supervisory Board, and the independent auditor(s) (réviseur(s) d'entreprises agréé(s)) (the Addressees). This communication shall be sent by letter to the Addressees, unless the Addressees (or any one of them) have expressly and in writing agreed to receive communication by other means, in which case such Addressee(s) may receive the convening notice by such other means of communication.

Where all the shares are in registered form and represent the entire share capital, the Convening Notice needs to be sent only by registered letters to the Addressees, unless the Addressees (or any one of them) have expressly and in writing agreed to receive communication by other means, in which case such Addressee(s) may receive the Convening Notice by such other means of communication.

10.6 Participation by proxy

A shareholder may act at any General Meeting by appointing another person, who need not be a shareholder, as its proxy in writing, subject to the applicable provisions of the Shareholders Right Law (if applicable). Copies of written proxies that are transmitted by telefax or e-mail may be accepted as evidence of such written proxies at a General Meeting.

If and for so long as the Shareholders Rights Act is applicable, the proxies must be notified in writing to the Company in the form provided by the Company or any other form deemed acceptable by the Company, so that they are received at least six days before the General Meeting, duly completed and signed, along with or, as the case may be, followed by the evidence of shareholder status at the Record Date.

11.2 Minimum number of members of the Management Board and term of office

The Management Board must be composed of at least two members.

The members of the Management Board shall be elected for a term of (i) four years for the member of the Management Board designated by the Supervisory Board as Chief Executive Officer, (ii) three years for the member of the Management Board designated by the Supervisory Board as Chief Financial Officer and (iii) up to three years for any other member of the Management Board. The members of the Management Board shall be eligible for re-appointment.

11.3 Permanent representative

Where a legal person is appointed as a member of the Management Board (the Management Board Legal Entity), the Management Board Legal Entity must designate a natural person as permanent representative (représentant permanent) who will represent the Management Board Legal Entity as a member of the Management Board in accordance with articles 442-4 of the Companies Act.

15. PRIOR CONSENT MATTERS

The Management Board must require the consent of the Supervisory Board for the following transactions and measures. Such consent will generally have to be obtained by the Management Board from the Supervisory Board in writing prior to the execution of the respective transaction or measure. However, in exceptional cases where the Management Board is required to act immediately in order to prevent a significant harm to the Company, the Management Board may execute such transactions and measures without the prior written consent of the Supervisory Board but must obtain the written consent of the Supervisory Board as soon as possible after the execution of such transaction or measure. The Supervisory Board may also release the Management Board in advance from obtaining its prior written consent for certain individual or general business transactions or measures.

The Management Board shall procure that, with respect to the Company's Subsidiaries, the consent of the Supervisory Board is required and obtained via the Management Board and the management of its respective subsidiary for all transactions and measures listed in this Article 15.

The transactions and measures subject to the prior consent of the Supervisory Board are the following:

(b) the acquisition and disposal of participations in other companies or any consolidation or amalgamation with any other company as well as the acquisition and disposal of businesses or enterprises or parts thereof which has or is expected to have a significant effect on the business of the Group;

(c) the entry into any joint venture, partnership, consortium or other similar arrangement which has or is expected to have a significant effect on the business of the Group;

(d) the entry into, surrender or material variation of any unusual or onerous contract which has or is expected to have a significant effect on the business of the Group;

(e) the giving of any guarantee or indemnity which has or is expected to have a significant effect on the business of the Group;

(f) the entry or amendment of any credit agreement or other financing transaction which has or is expected to have a significant effect on the business of the Group;

(g) dealing in a way (including the acquisition or disposal, whether outright or by way of licence or otherwise howsoever) with intellectual property other than in the ordinary course of business which has or is expected to have a significant effect on the business of the Group; and

(h) real estate transactions which have an significant impact on the Group.

For the purpose of this Article 15,

Group means the Company and its Subsidiaries; and

Subsidiary shall have the meaning set out in article 1711-1 of the Companies Act, as applied in conjunction with article 1711-2 of the Companies Act.

Notwithstanding the above, the Supervisory Board may include in internal regulations of the Supervisory Board a list of transactions and measures of the Management Board (and the Companies' Subsidiaries as set out in paragraph 2 above) that require the prior consent of the Supervisory Board, and the Management Board shall be informed accordingly of those restrictions. The restrictions set out in these internal regulations shall not be binding towards third parties.

18.3 Permanent representative

Where a legal person is appointed as a member of the Supervisory Board (the Supervisory Board Legal Entity), the Supervisory Board Legal Entity must designate a natural person as permanent representative (représentant permanent) who will represent the Supervisory Board Legal Entity as a member of the Management Board in accordance with article 442-14 and 441-3 of the Companies Act.

29.1 Principles regarding the dissolution and the liquidation

The Company may be dissolved, at any time, by a resolution of the General Meeting adopted in the manner required for amendment of these Articles, as set out in Article 10. In the event of a dissolution of the Company, the liquidation shall be carried out by one or more liquidators (who may be physical persons or legal entities) appointed by the General Meeting deciding such liquidation. Such General Meeting shall also determine the powers and the remuneration of the liquidator(s).