AGM: Kontron AG: Convocation of the 25th Annual General Meeting

CONVENIENCE TRANSLATION OF THE GERMAN LANGUAGE VERSION OF THE DOCUMENT. ONLY THE GERMAN VERSION OF THE CONVOCATION OF THE 24th ANNUAL GENERAL MEETING OF KONTRON AG IS LEGALLY BINDING.

Kontron AG

Linz

FN 190272 m

ISIN AT0000A0E9W5, Securities Identification Number A0X9EJ

Convocation

of the 25th Annual General Meeting

We hereby invite our shareholders to the Annual General Meeting of Kontron AG on Monday, 6 May 2024, at 10:00 a.m., in the ballroom of Hagenberg Castle in 4232 Hagenberg im Mühlkreis, Kirchenplatz 5a.

I. AGENDA

1. Presentation of the annual financial statements including the management report and Corporate Governance Report, the consolidated financial statements including the Group Management Report, the proposal for the appropriation of profits, and the report prepared by the Supervisory Board for the financial year 2023
2. Resolution on the appropriation of net profit for the financial year 2023
3. Resolution on the discharge of the members of the Executive Board for the financial year 2023
4. Resolution on the discharge of the members of the Supervisory Board for the financial year 2023
5. Election of the auditor and Group auditor for the financial year 2024
6. Election of the auditor for sustainability reporting for the financial year 2024
7. Resolution on the remuneration report
8. Resolution on the cancellation of the Executive Board’s authorisation to issue financial instruments within the meaning of Section 174 of the Austrian Stock Corporation Act and the cancellation of the conditional capital 2023 in accordance with the resolution of the Annual General Meeting of 8 November 2023 on the 1st and 2nd agenda items and resolution on the corresponding amendment to the Articles of Association in Section 5 Paragraph 5
9. Resolution on the authorisation of the Executive Board, with the consent of the Supervisory Board, to increase the capital in accordance with Section 169 of the Austrian Stock Corporation Act (authorised capital) by up to EUR 4,386,056 against cash and/or non-cash contributions, together with the authorisation of the Executive Board to exclude subscription rights, as well as the authorisation of the Supervisory Board to make the corresponding amendment to the Articles of Association (“Authorised Capital 2024”), cancelling the “Authorised Conditional Capital 2019” in accordance with the resolution of the Annual General Meeting on 21 May 2019 on the 8th item on the agenda and in accordance with the resolution of the Annual General Meeting of 16 June 2020 on the 9th item on the agenda and resolution on the corresponding amendment to the Articles of Association in Section 5 Paragraph 4 of the Articles of Association
10. Resolution on the amendment of the Articles of Association in Section 3 “Publications/Disclosures”

II.  DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVIDING INFORMATION ON THE WEBSITE

In particular, the following documents shall be accessible on the website of the Company registered in the Company Register at www.kontron.ag or https://ir.kontron.com as of 15 April 2024 at the latest:

• Annual financial statements with management report
• Corporate Governance Report
• Consolidated financial statements with Group Management Report
• Proposal for the appropriation of profits
• Separate non-financial report (sustainability report)
• Supervisory Board report

each for the 2023 financial year;

• Proposed resolutions on agenda items 2 to 10
• Remuneration report
• Report of the Executive Board on agenda item 9 in accordance with Section 170 Paragraph 2 of the Austrian Stock Corporation Act in conjunction with Section 153 Paragraph 4 of the Austrian Stock Corporation Act
• Form for granting power of attorney
• Form for granting power of attorney and issuing instructions to a proxy
• Form for revoking power of attorney
• Information on the integration of ISO 20022 SWIFT messages in the delivery logic of safe custody receipts and powers of attorney
• Full text of this convocation

III.  RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING

The entitlement to participate in the Annual General Meeting and to exercise voting rights and other shareholder rights to be asserted in the context of the Annual General Meeting shall be based on the shareholding at the end of 26 April 2024 (midnight, Vienna time) (record date).

Only persons who are shareholders on this date and can prove this to the Company shall be entitled to attend the Annual General Meeting.

For proof of shareholding on the record date, a safe custody receipt pursuant to Section 10a of the Stock Corporation Act must be submitted, which must be received by the Company no later than 30 April 2024 (midnight, Vienna time) exclusively by one of the following communication channels and addresses:

Shareholders are requested to contact their custodian bank and arrange for the issue and transmission of a safe custody receipt.

Safe custody receipts from investment firms as defined by the Austrian Securities Companies Act (Wertpapierfirmengesetz) authorised to hold and manage securities will also be accepted.

The record date has no effect on the saleability of the shares and has no significance for dividend entitlement.

Safe custody receipt pursuant to Section 10a of the Stock Corporation Act

The safe custody receipt shall be issued by the depositary bank having its registered office in a member state of the European Economic Area or in a full member state of the OECD and shall contain the following information (Section 10a Paragraph 2 Stock Corporation Act):

• Information on the issuer: Name/company name and address or a code commonly used in transactions between credit institutions (SWIFT code)
• Information on the shareholder: Name/company name and address, in the case of natural persons also the date of birth, in the case of legal entities, if applicable, the register and number under which the legal entity is registered in its home country
• Information on the shares: Number of shares held by the shareholder, ISIN AT0000A0E9W5 and A0X9EJ (international securities identification number)
• Custody account number, securities account number or other designation
• Time or period to which the safe custody receipt refers

The safe custody receipt as proof of shareholding for participation in the Annual General Meeting must refer to the end of the record date 26 April 2024 (midnight, Vienna time).

The safe custody receipt will be accepted in German or English.

Proof of identity

Shareholders and their proxies are requested to present a valid official photo ID at registration.

If you come to the Annual General Meeting as a proxy or authorised representative, please bring the power of attorney with you in addition to the official photo ID. If the original of the power of attorney has already been sent to the Company, you will facilitate admission if you present a copy of the power of attorney.

Kontron AG reserves the right to verify the identity of persons attending the meeting. Should it not be possible to establish the identity, admission may be refused.

IV. OPTION TO APPOINT A REPRESENTATIVE AND THE PROCEDURE TO BE FOLLOWED IN DOING SO

Any shareholder who is entitled to attend the Annual General Meeting and who has provided evidence of this to the Company in accordance with the provisions of section III of this convocation shall be entitled to appoint a proxy to attend the Annual General Meeting on his or her behalf and to have the same rights as the shareholder whom he or she represents.

The power of attorney must be granted to a specific person (a natural person or a legal entity) in text form (Section 13 Paragraph 2 Stock Corporation Act), whereby several persons may also be authorised.

The granting of a proxy is possible both before and during the Annual General Meeting.

We offer the following communication channels and addresses for the transmission of powers of attorney:

Proxies must be received at one of the aforementioned addresses no later than 4:00 p.m., Vienna time, on 3 May 2024, unless they are handed over at the entrance and exit checkpoint of the Annual General Meeting on the day of the Annual General Meeting.

A proxy form and a form for revoking the proxy are available on the Company’s website at www.kontron.ag and https://ir.kontron.com. In the interest of smooth processing, we ask that you always use the forms provided.

Details on the authorisation, in particular the text form and content of the proxy, can be found in the proxy form made available to shareholders.

If the shareholder has granted a proxy to his or her depositary bank (Section 10a Stock Corporation Act), it shall be sufficient if, in addition to the safe custody receipt, the depositary bank submits a declaration in the manner provided for its transmission to the Company that it has been granted a proxy.

Shareholders may exercise their rights at the Annual General Meeting in person even after granting a proxy. Appearance in person shall be deemed a revocation of a previously granted proxy.

The above provisions on the granting of proxy shall apply mutatis mutandis to the revocation of proxy.

Independent proxy

As a special service, Dr. Verena Brauner from the Interessenverband für Anleger (a body representing investor interests) is available to shareholders as an independent proxy to exercise voting rights at the Annual General Meeting in accordance with instructions; a special proxy form is available for this purpose on the Company’s website at http://www.kontron.ag and https://ir.kontron.com.
In addition, it is possible to contact Dr. Verena Brauner directly by phone +43 1 876 33 43 or by e-mail at brauner.kontron@hauptversammlung.at

V. NOTES ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SEC-TIONS 109, 110, 118 AND 119 STOCK CORPORATION ACT

1.  Additions to the agenda by shareholders in accordance with Section 109 Stock Corporation Act

Shareholders whose shares individually or collectively amount to 5% of the share capital and who have held these shares for at least three months prior to the filing of the motion may request in writing that additional items be placed on the agenda of this Annual General Meeting and be announced, provided that such request is acceptable to the company. This is to be done:

• in writing by post or messenger no later than 15 April 2024 by the end of normal business hours (no later than 4:00 p.m. Vienna time) exclusively to the address Kontron AG, 4020 Linz, Industriezeile 35, Investor Relations,

or

• by e-mail with a valid electronic signature no later than 15 April 2024 (midnight, Vienna time) to the e-mail address ir@kontron.com,

or

• by SWIFT ISO 15022 to the address GIBAATWGGMS no later than 15 April 2024 (midnight, Vienna time).

“In writing” means signed by hand or by corporate signature by each applicant or, if by e-mail, with a valid electronic signature or, if by SWIFT ISO 15022, with message type MT598 or type MT599, whereby ISIN AT0000A0E9W5 and A0X9EJ must be quoted in the text.

Each agenda item requested in this way must be accompanied by a proposed resolution together with a statement of reasons. The agenda item and the proposed resolution, but not the reasons for it, must also be given in German. Proof of shareholder status must be provided by submitting a safe custody receipt pursuant to section 10a of the Stock Corporation Act, confirming that the shareholders submitting the motion have continuously held the shares for at least three months prior to submitting the motion and that the safe custody receipt must not be older than seven days at the time of submission to the Company. Multiple safe custody receipts for shares that only together represent a shareholding of 5% must refer to the same point in time (day, time).

With regard to the other requirements for the safe custody receipt, reference is made to the explanations on the right to participate (item III of this convocation).

2.  Resolution proposal by shareholders on the agenda pursuant to Section 110 of the Stock Corporation Act

Shareholders whose combined shareholdings amount to 1% of the share capital may submit proposals in text form for resolutions on any item on the agenda, together with their reasons, and may request that these proposals, together with the names of the shareholders concerned, the reasons to be given and any comments by the Executive Board or the Supervisory Board, be made available on the Company’s website entered in the commercial register, provided that this request is made in text form no later than 24 April 2024 (midnight, Vienna time) either to Kontron AG, 4021 Linz, Industriezeile 35, Investor Relations, or by e-mail to the e-mail address ir@kontron.com, whereby the request is to be attached to the e-mail in text form, for example as a PDF. If text form is required for declarations in the sense of Section 13 Paragraph 2 of the Stock Corporation Act, the declaration must be made in a document or in another manner suitable for permanent reproduction in written form, the person making the declaration must be named, and the conclusion of the declaration must be made recognisable by reproduction of the name signature or otherwise. The proposed resolution, but not its justification, must in any case also be written in German.

The shareholder status shall be proven by the submission of a safe custody receipt pursuant to Section 10a of the Stock Corporation Act, which must not be older than seven days at the time of submission to the Company. Several safe custody receipts for shares, which only together convey the participation level of 1%, must refer to the same point in time (day, time).

With regard to the other requirements for the safe custody receipt, reference is made to the explanations on the right to participate (item III of this convocation).

3  Shareholder right to information pursuant to Section 118 Stock Corporation Act

Each shareholder shall, upon request, be provided with information at the Annual General Meeting on the affairs of the Company to the extent that such information is necessary for the proper evaluation of an item on the agenda. The duty to provide information shall also extend to the legal relationships of the Company with an affiliated company as well as to the situation of the Group and the companies included in the consolidated financial statements.

The information may be refused insofar as, according to reasonable business judgement, it is likely to cause significant disadvantage to the Company or an affiliated company, or its provision would be punishable by law.

Requests for information must generally be made orally at the Annual General Meeting but may also be made in writing.

Questions requiring longer preparation should be submitted to the Executive Board in text form in good time before the Annual General Meeting in order to preserve the flow of the meeting. The questions may be sent to the Company by e-mail to ir@kontron.com.

4.  Motions by shareholders at the Annual General Meeting pursuant to Section 119 of the Stock Corporation Act

Every shareholder is entitled – irrespective of any specific shareholding – to submit motions on any item on the agenda at the general meeting. If there are several motions on one item of the agenda, the chairperson shall determine the order of voting in accordance with Section 119 Paragraph 3 of the Stock Corporation Act.

5. Information on data protection for shareholders

Kontron AG processes personal data of the shareholders in connection with the Annual General Meeting within the necessary scope and on the basis of the applicable European and national data protection provisions, for the fulfilment of the mandatory legal obligations as well as for the proper execution of the Annual General Meeting (Article 6 (1c) and Article 6 (1f) GDPR). Insofar as Kontron AG uses external service providers to organise the Annual General Meeting (e.g. notaries, lawyers or IT service providers), the data of the shareholders shall only be processed to the extent necessary, on the instructions of Kontron AG and on the basis of corresponding agreements under data protection law.

Kontron AG takes data protection very seriously. You can find more information in our data protection declaration at www.kontron.ag or https://ir.kontron.com.

VI. FURTHER INFORMATION AND NOTES

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 63,860,568.00 and is divided into 63,860,568 no-par value bearer shares. Each share grants one vote.

At the time the Annual General Meeting was convened, the Company held a total of 2,194,111 treasury shares. The company is not entitled to any rights from treasury shares. The total number of voting rights at the time of convening the Annual General Meeting is 61.666.457 voting rights. Any change in the number of treasury shares before the Annual General Meeting and thereby in the total number of voting rights will be announced at the Annual General Meeting.

There are not several classes of shares.

Journey

The organization of the event strives to comply with the criteria of the Austrian Ecolabel for Green Meetings/Events.

We endeavour to make it easier for you to travel by public transport. If possible, please opt for an environmentally friendly journey and use the current timetable info available at www.oebb.at or www.westbahn.at.

We also offer a free shuttle bus service from Linz Central Station to the venue of the Annual General Meeting and back.

The shuttle bus will depart from Linz main railway station 50 minutes before the start of the AGM and return to Linz main railway station 1.5 hours after the end of the AGM.

Registration is required to use the shuttle bus and must be made by 30 April 2024, before the Annual General Meeting, by e-mail to ir@kontron.com.

The Chairperson will start the Annual General Meeting at 10:15 a.m. at the latest, even if any trains are delayed.

April 2024, Linz The Executive Board