English translation of original German version - for convenience purposes only

Warimpex Finanz- und Beteiligungs Aktiengesellschaft

Vienna, FN 78485 w

("Company")

Agenda

and

Resolution Proposals of the Management Board and the Supervisory Board for the

37th Annual General Meeting

of the Company

on

1 June 2023

10

English translation of original German version - for convenience purposes only

Agenda

  1. Presentation of the approved annual financial statements including the management report and the corporate governance report as of 31 December 2022 as well as of the consolidated financial statements including the group management report as of 31 December 2022 as well as the proposal on the use of the balance sheet result and the supervisory board report regarding the financial year 2022.
  2. Resolution on the use of the balance sheet result as shown in the annual financial statements.
  3. Resolution on the discharge of the members of the management board from liability for the financial year 2022.
  4. Resolution on the discharge of the members of the supervisory board from liability for the financial year 2022.
  5. Elections to the supervisory board.
  6. Appointment of the auditor and the group auditor for the financial year 2023.
  7. Resolution on the remuneration report for the financial year 2022.
  8. Resolution on the authorization of the management board to increase the capital pursuant to Section 169 of the Austrian Stock Corporation Act (authorized capital) against cash payment and/or contribution in kind, also in several tranches, together with the authorization of the management board to exclude subscription rights, in connection with the revocation of the existing authorization to increase the capital pursuant to Section 169 of the Austrian Stock Corporation Act (authorized capital) to the extent not utilized, and resolution on the corresponding amendments to the articles of association in Article 5 (Share Capital and Shares) and on the authorization of the supervisory board to resolve on amendments to the articles of association resulting from the issue of shares from authorized capital.
  9. Resolution on
    1. the authorization of the management board to issue convertible bonds, also in several tranches, and to exclude subscription rights, in connection with the revocation of the existing authorization of the management board to issue convertible bonds to the extent not utilized; and

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English translation of original German version - for convenience purposes only

    1. a conditional capital increase for the issuance to creditors of convertible bonds (Section 159 (2) (1) of the Austrian Stock Corporation Act) and the authorization of the management board to determine the further details of the conditional capital increase and its implementation, as well as a resolution on the corresponding amendment of the articles of association.
  2. Resolution on authorizations of the management board to acquire and sell treasury shares (own shares) of the Company, also by means other than via the stock exchange or public offering, also in connection with the authorization of the management board to exclude the respective general tender and purchase rights of shareholders (exclusion of subscription rights or reverse exclusion of subscription rights) and in connection with the revocation of the existing previous authorization.
  3. Resolution on the full revision of the articles of association.

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English translation of original German version - for convenience purposes only

Resolution Proposal regarding Agenda Item 1

1. Presentation of the approved annual financial statements including the management report and the corporate governance report as of 31 December 2022 as well as of the consolidated financial statements including the group management report as of 31 December 2022 as well as the proposal on the use of the balance sheet result and the supervisory board report regarding the financial year 2022.

No resolution is required regarding this agenda item. The presentation of the above-mentioned documents is for the Annual General Meeting's information only.

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English translation of original German version - for convenience purposes only

Resolution Proposal regarding Agenda Item 2

2. Resolution on the use of the balance sheet result as shown in the annual financial statements.

The management board and the supervisory board propose that the Annual General Meeting adopts the following resolution:

Resolution

The annual financial statements of Warimpex Finanz- und Beteiligungs Aktiengesellschaft as of 31 December 2022 show a balance sheet profit of EUR 6,221,702.73.

Such profit is carried forward to new account.

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Disclaimer

Warimpex Finanz- und Beteiligungs AG published this content on 10 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2023 15:00:19 UTC.