Kontron AG: Convocation of Extraordinary General Meeting

Kontron AG

Linz

FN 190272 m

ISIN AT0000A0E9W5, Securities Identification Number A0X9EJ

Convocation

of Extraordinary General Meeting

We hereby invite our shareholders to the Extraordinary General Meeting of Kontron AG on Wednesday, 8 November 2023, at 10:00 a.m., in the Park Inn by Radisson Linz Hotel in 4020 Linz, Hessenplatz 16/18.

I. AGENDA

1. Resolution on the 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. Resolution on

1. the conditional increase of the share capital of the Company pursuant to Section 159 Paragraph 2 (1) of the Austrian Stock Corporation Act for the issuance to creditors of financial instruments (Conditional Capital 2023)
2. 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
3. the corresponding amendments to the Articles of Association, Article 5 Share Capital (including striking the Authorised Capital 2017, which has expired).

3. Resolution on 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.

II. DOCUMENTS FOR THE 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 18 October 2023 at the latest:

• Proposed resolutions on Agenda items 1 until 3
• Written report on the exclusion of subscription rights on Agenda item 1 (financial instruments within the meaning of Section 174 of the Austrian Stock Corporation Act)
• Written report on the exclusion of subscription rights on Agenda item 3 (treasury shares)
• Form for granting power of attorney
• Form for granting power of attorney and instructions to a voting proxy
• Form for revoking power of attorney
• Full text of this convocation

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

The entitlement to participate in the General Meeting and to exercise voting rights and other shareholder rights to be asserted in the context of the General Meeting shall be based on the shareholding at the end of 29 October 2023 (24:00, Vienna time) (record date).

Only persons who are shareholders on the record date and can prove this to the Company shall be entitled to attend the 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 3 November 2023 (24:00, Vienna time) exclusively by one of the following communication channels and addresses: