05.04.2024 07:00:04 - EQS-AGM: Kontron AG: Convocation of the 25th Annual General Meeting

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EQS-News: Kontron AG / Announcement of the Convening of the General Meeting
Kontron AG: Convocation of the 25th Annual General Meeting
2024-04-05 / 07:00 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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:
i. for the transmission of the safe custody receipt in text form, which is sufficient under the Articles of
Association pursuant to Section 15 Paragraph 3
by e-mail anmeldung.kontron@hauptversammlung.at
(Please send safe custody receipts in PDF format)
by fax +43 (0) 1 8900 500 - 50
for the transmission of the safe custody receipt in writing
by post Kontron AG
c/o HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen am Wechsel
or by SWIFT ISO 15022: GIBAATWGGMS
(Message Type MT598 or MT599, you MUST add
ISIN AT0000A0E9W5 and A0X9EJ in the
Specify text)
or by SWIFT ISO 20022: "ou=gms,o=gibaatwg,o=swift - seev.003.001.XX or seev.004.001.XX in the version that contains
the minimum required fields. A detailed description is available for download at www.kontron.ag or https://ir
.kontron.com"
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:
by e-mail anmeldung.kontron@hauptversammlung.at
(Please send powers of attorney in PDF format)
by fax +43 (0) 1 8900 500 - 50
by post Kontron AG
c/o HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen am Wechsel
Pursuant to Section 114 Paragraph 1 (4) Stock Corporation Act, credit institutions may also use SWIFT:
ISO 15022: GIBAATWGGMS
(Message Type MT598 or MT599, you MUST add
ISIN AT0000A0E9W5 and A0X9EJ in the
Specify text)
ISO 20022: "ou=gms,o=gibaatwg,o=swift - seev.003.001.XX or seev.004.001.XX in the version that contains the minimum
required fields. A detailed description is available for download at www.kontron.ag or https://ir.kontron.com"
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(MORE TO FOLLOW) Dow Jones Newswires

April 05, 2024 01:00 ET (05:00 GMT)
Name WKN Börse Kurs Datum/Zeit Diff. Diff. % Geld Brief Erster Schluss
KONTRON AG O.N A0X9EJ Xetra 19,320 03.05.24 17:35:14 +0,310 +1,63% 0,000 0,000 19,850 19,010

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