Authorization by the shareholders’ meeting to issue financial instruments and to buy back treasury shares

The Management Board of Kontron AG (“Company”) announces that the extraordinary shareholders’ meeting of Kontron AG as of 08.11. 2023 has resolved upon the agenda topics as follows:

Resolution on the

  1. Authorisation of the Executive Board to issue financial instruments within the meaning of Section 174 of the Austrian Stock Corporation Act, with the consent of the Supervisory Board, in particular convertible bonds, profit participation bonds or profit participation rights, which may also provide for subscription and/or conversion rights for the acquisition of shares in the Company, excluding the shareholders’ subscription rights to these financial instruments (direct exclusion).
  2. a) the conditional increase of the share capital of the Company pursuant to Section 159 Paragraph 2 of the Austrian Stock Corporation Act for the issuance to creditors of financial
    instruments (Conditional Capital 2023)
    b) revoking the authorisation of the Executive Board granted at the Annual General Meeting of 21 May 2019 pursuant to Section 169 of the Austrian Stock Corporation Act (Authorised
    Capital 2019) and
    c) the corresponding amendments to the Articles of Association, Article 5 Share Capital (including striking the Authorised Capital 2017, which has expired).
  3. Authorisations of the Executive Board to buy back and sell treasury shares of the Company also by means other than via the stock exchange or public offer, also in connection with the exclusion of general tender and purchase rights of the shareholders (exclusion of subscription rights) together with the authorisation to withdraw shares.

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