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Convocation of the 26th Annual General Meeting

Convocation of the 26th Annual General Meeting
EQS-News: Kontron AG / Announcement of the Convening of the General
   Meeting
   Kontron AG: Convocation of the 26th Annual General Meeting

   14.05.2025 / 09:00 CET/CEST
   Announcement of the Convening of the General Meeting, transmitted by EQS
   News - a service of EQS Group.
   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 26th ANNUAL GENERAL
   MEETING OF KONTRON AG IS LEGALLY BINDING.

    

   Kontron AG

   Linz

   FN 190272 m

   ISIN AT0000A0E9W5, Securities Identification Number A0X9EJ

    

   Convocation

   of the 26th Annual General Meeting

    

   We hereby invite our shareholders to the Annual General Meeting of Kontron
   AG on Wednesday, 11 June 2025, 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 and
       consolidated non-financial statement, the proposal for the
       appropriation of profits, and the report prepared by the Supervisory
       Board for the financial year 2024

    

    2. Resolution on the appropriation of net profits for the financial year
       2024

    

    3. Resolution on the discharge of the members of the Executive Board for
       the financial year 2024

    

    4. Resolution on the discharge of the members of the Supervisory Board
       for the financial year 2024

    

    5. Election of the auditor and Group auditor for the financial year 2025

    

    6. Election of the auditor for the sustainability reporting for the
       financial year 2025

    

    7. Resolution on the remuneration report

    

    8. Elections to the Supervisory Board

    

    9. Resolution on the amendment of the remuneration policy with regard to
       the basic principles for the remuneration of the members of the
       Executive Board

    

   10. Resolution on the authorization of the Executive Board, with the
       approval of the Supervisory Board, to increase the share capital in
       accordance with Section 169 Austrian Stock Corporation Act (authorized
       capital) by up to EUR 2,000,000 in exchange for cash and/or non-cash
       contributions, including the authorization of the Executive Board to
       exclude subscription rights, as well as the authorization of the
       Supervisory Board to adopt the corresponding amendment to the Articles
       of Association (Authorized Capital 2025) and resolution on the
       corresponding amendment to the Articles of Association in Section 5
       (Share Capital).

    

   11. Resolution on the authorization of the Executive Board to buy back and
       sell treasury shares of the Company, including by means other than via
       the stock exchange or public offer, also in connection with the
       authorization of the Executive Board to exclude shareholders' general
       tender and purchase rights (exclusion of subscription rights) together
       with the authorization to withdraw shares and the authorization of the
       Supervisory Board to adopt amendments to the Company's Articles of
       Association resulting from the redemption of shares.

    

    

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

    

   In particular, the following documents will be available on the Company's
   website registered with the commercial register under www.kontron.ag and
   https://ir.kontron.com as of 21 May 2025 at the latest:

    

     • Annual financial statements with management report,
     • Corporate governance report,
     • Consolidated financial statements with Group management report,
     • Non-financial statement,
     • Proposal for the appropriation of profits,
     • Report of the Supervisory Board,

    

   each for the financial year 2024;

    

     • Proposed resolutions on agenda items 2 to 11,
     • Remuneration report,
     • Declaration of the candidates for the election to the Supervisory
       Board under agenda item 8 pursuant to Section 87 Paragraph 2 Austrian
       Stock Corporation Act, including curriculum vitae,
     • Remuneration policy with regard to the basic principles for the
       remuneration of the members of the Executive Board,
     • Written report of the Executive Board on the exclusion of subscription
       rights under agenda item 10,
     • Written report of the Executive Board on the exclusion of subscription
       rights under agenda item 11,
     • Form for granting a power of attorney,
     • Form for granting a power of attorney and issuing instructions to a
       representative,
     • Form for the revocation of a power of attorney,
     • Information on the integration of ISO 20022 SWIFT messages in the
       delivery logic of deposit confirmations and powers of attorney,
     • Full text of this convocation.

    

   III.  RECORD DATE AND REQUIREMENTS FOR THE 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 at the
   Annual General Meeting is based on the share ownership at the end of 1
   June 2025 (24:00h, midnight, Vienna time) (record date).

    

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

   For proof of share ownership on the record date, a deposit confirmation
   pursuant to Section 10a Austrian Stock Corporation Act must be submitted,
   which must be received by the Company no later than 5 June 2025 (24:00h,
   midnight, Vienna time) exclusively via one of the following communication
   channels and addresses:

    

   i. for the transmission of the deposit confirmation in text form, which is
      sufficient according to § 15 Paragraph 3 of the Articles of Association

    

    By e-mail anmeldung.kontron@hauptversammlung.at

    (Please send deposit confirmations in PDF format)

    

    By fax +43 (0) 1 8900 500 - 50

    

   ii. for the transmission of the deposit confirmation in writing

    

    By mail or Kontron AG

    courier c/o HV-Veranstaltungsservice GmbH

    Köppel 60

    8242 St. Lorenzen am Wechsel

    

    Per SWIFT ISO 15022: GIBAATWGGMS

    (Message type MT598 or MT599,

    ISIN AT0000A0E9W5 or A0X9EJ must be stated

    within the text)

    

    Per SWIFT ISO 20022: ou=gms,o=gibaatwg,o=swift - seev.003.001.XX or
   seev.004.001.XX in the version containing the minimum required fields. A
   detailed description is available for download under www.kontron.ag or
   https://ir.kontron.com

    

   Shareholders are requested to contact their depositary bank and arrange
   for the issuance and transmission of a deposit confirmation.

    

   Deposit confirmations from investment firms within the meaning of the
   Securities Supervision Act 2018, which are authorized to hold and manage
   securities, are also accepted.

    

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

    

    

    

    

   Deposit confirmation pursuant to Section 10a Austrian Stock Corporation
   Act

   The deposit confirmation must be issued by the depositary bank with its
   registered office in a member state of the European Economic Area or in a
   full member state of the OECD and must contain the following information
   (Section 10a Paragraph 2 Austrian 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 registry and number under which the legal
       entity is registered in its country of origin,
     • Information on the shares: number of shares held by the shareholder,
       ISIN AT0000A0E9W5 or A0X9EJ (international securities identification
       number),
     • Deposit number, securities account number or other designation,
     • Time or period to which the deposit confirmation refers.

    

   The deposit confirmation as proof of the share ownership for the
   participation in the Annual General Meeting must refer to the end of the
   record date 1 June 2025 (24:00h, midnight, Vienna time).

    

   The deposit confirmation will be accepted in German or English.

    

   Proof of identity

   Shareholders and their proxies are requested to have a valid official
   photo ID ready for identification purposes at the registration.

    

   If you are attending the Annual General Meeting as a representative,
   please take the power of attorney with you in addition to your 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. If it is not possible to prove identity, admission may be
   refused.

    

   IV. POSSIBILITY OF APPOINTING A REPRESENTATIVE AND THE PROCEDURE TO BE
   FOLLOWED

    

   Every shareholder who is entitled to participate in the Annual General
   Meeting and has provided evidence of this to the Company in accordance
   with the provisions of Section III. of this convocation is entitled to
   appoint a representative who will participate in the Annual General
   Meeting on behalf of the shareholder and has 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 Austrian
   Stock Corporation Act), whereby also several persons may be authorized.

    

   The granting of a power of attorney 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 provide powers of attorney in PDF format)

    

   By fax +43 (0) 1 8900 500 - 50

    

   By mail or Kontron AG

   courier c/o HV-Veranstaltungsservice GmbH

    Köppel 60

    8242 St. Lorenzen am Wechsel

    

   Credit institutions may also use SWIFT in accordance with Section 114
   Paragraph 1 Sentence 4 Austrian Stock Corporation Act:

    

    ISO 15022: GIBAATWGGMS

    (Message type MT598 or MT599,

    ISIN AT0000A0E9W5 or A0X9EJ must be stated

    within the text)

    

    ISO 20022: ou=gms,o=gibaatwg,o=swift - seev.003.001.XX or seev.004.001.XX
   in the version containing the minimum required fields. A detailed
   description is available for download under www.kontron.ag or
   https://ir.kontron.com

    

   In person  When registering for the Annual General Meeting

    at the place of assembly

    

   The powers of attorney must be received at one of the aforementioned
   addresses by 10 June 2025, 4:00 p.m., Vienna time, at the latest, unless
   they are handed over at the entrance and exit control of the Annual
   General Meeting on the day of the Annual General Meeting.

    

   A powers of attorney form and a form for revoking the powers of attorney
   are available on the Company's website under www.kontron.ag and
   https://ir.kontron.com. In the interest of a smooth process, we ask you to
   always use the forms provided.

    

   Details on the authorization, in particular the text form and content of
   the powers of attorney, can be found in the powers of attorney form
   provided to shareholders.

    

   If the shareholder has granted power of attorney to his or her depositary
   bank (Section 10a Austrian Stock Corporation Act), it is sufficient for
   the depositary bank to declare that it has been granted power of attorney
   in addition to the deposit confirmation, in the manner intended for its
   transmission to the Company.

    

   Shareholders may exercise their rights in person at the Annual General
   Meeting even after granting a power of attorney. Personal attendance is
   deemed to be a revocation of a previously granted power of attorney.

    

   The above provisions on the granting of the power of attorney apply
   mutatis mutandis to the revocation of the power of attorney.

    

   Independent representative

   As a special service, Dr. Verena Brauner from the Interessenverband für
   Anleger (a body representing investor interests) is available to
   shareholders as an independent representative to exercise their voting
   rights at the Annual General Meeting in accordance with their
   instructions; a special power of attorney form is available on the
   Company's website under (1)http://www.kontron.ag or
   (2)https://ir.kontron.com.

    

   In addition, it is possible to contact Dr. Verena Brauner directly under
   +43 (0) 1 876 33 43 or by e-mail under
   (3)brauner.kontron@hauptversammlung.at.

    

   V. INFORMATION ON SHAREHOLDERS' RIGHTS PURSUANT TO SECTIONS 109, 110, 118
   AND 119 AUSTRIAN STOCK CORPORATION ACT

    

   1. Additions to the agenda by shareholders in accordance with Section 109
   Austrian 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 submitting the motion may request in writing that additional
   items be placed on the agenda of  this Annual General Meeting and
   published if this request is made to the Company

     • in writing by mail or courier no later than 21 May 2025 by the end of
       normal business hours (which is no later than 4:00 p.m., Vienna time)
       exclusively to the address Kontron AG, 4020 Linz, Industriezeile 35,
       Attn: Investor Relations,

   or

     • by e-mail with a qualified electronic signature no later than 21 May
       2025 (24:00h, midnight, Vienna time) to the e-mail address
       (4)ir@kontron.com,

   or

     • via SWIFT ISO 15022 not later than 21 May 2025 (24:00h, midnight,
       Vienna time) to the address GIBAATWGGMS.

    

   "In writing" means signed by hand or by corporate signature by each
   applicant or, if by e-mail, with a qualified electronic signature or, if
   transmitted by SWIFT ISO 15022, with message type MT598 or type MT599,
   whereby ISIN AT0000A0E9W5 or A0X9EJ must be stated 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 written in
   German. Proof of shareholder status must be provided by submitting a
   deposit confirmation in accordance with Section 10a Austrian Stock
   Corporation Act, which confirms that the shareholders submitting the
   motion have held the shares continuously for at least three months prior
   to submitting the motion and which must not be older than seven days at
   the time of submission to the Company. Multiple deposit confirmations for
   shares that only together represent the shareholding of 5% must refer to
   the same date (day, time).

    

   With regard to the other requirements for the deposit confirmation, please
   refer to the information on the right to participate (Section III. of this
   convocation).

    

   2. Resolution proposals by shareholders on the agenda in accordance with
   Section 110 Austrian Stock Corporation Act

   Shareholders whose shares together amount to 1% of the share capital may
   submit proposals for resolutions on each item on the agenda in text form,
   together with a statement of reasons, and request that these proposals,
   together with the names of the shareholders concerned, the statement of
   reasons to be attached and any statement by the Executive Board or
   Supervisory Board, be made available on the Company's website registered
   with the commercial register, provided that this request is submitted in
   text form no later than 30 May 2025 (24:00h, midnight, Vienna time) either
   to Kontron AG, 4021 Linz, Industriezeile 35, Attn: Investor Relations, or
   by e-mail to the e-mail address (5)ir@kontron.com, whereby the request is
   to be attached in text form, for example as a PDF, to the e-mail. If text
   form within the meaning of Section 13 Paragraph 2 Austrian Stock
   Corporation Act is required for declarations, the declaration must be made
   as a deed 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 recognizable by reproducing the
   signature of the name or otherwise. The proposed resolution, but not the
   reasons for it, must also be written in German.

    

   In the case of a proposal for the election of a Supervisory Board member,
   the statement of the proposed person pursuant to Section 87 Paragraph 2
   Austrian Stock Corporation Act replaces the statement of reasons.

    

   Proof of shareholder status must be provided by submitting a deposit
   confirmation in accordance with Section 10a Austrian Stock Corporation
   Act, which must not be older than seven days at the time of submission to
   the Company. Multiple deposit confirmations for shares that only together
   represent the shareholding of 1% must refer to the same date (day, time).

    

   With regard to the other requirements for the deposit confirmation, please
   refer to the information on the right to participate (Section III. of this
   convocation).

    

   3.  Disclosures pursuant to Section 110 Paragraph 2 Sentence 2 in
   conjunction with Section 86 Paragraph 7 and 9 Austrian Stock Corporation
   Act

   The Company provides the following information on agenda item 8 "Election
   of three persons to the Supervisory Board" and the possible submission of
   a corresponding election proposal by shareholders in accordance with
   Section 110 Austrian Stock Corporation Act:

    

   In accordance with Section 9 Paragraph 1 of the Articles of Association,
   the Supervisory Board consists of three to five members who are elected by
   the Annual General Meeting.

    

   The Supervisory Board has so far consisted of five members elected by the
   Annual General Meeting. Therefore, the provisions on the minimum
   shareholding requirement pursuant to Section 86 Paragraph 7 Austrian Stock
   Corporation Act do not apply to Kontron AG.

    

   4. Shareholders' right to information in accordance with Section 118
   Austrian Stock Corporation Act

   Each shareholder shall, upon request, be provided with information on the
   affairs of the Company at the Annual General Meeting, to the extent that
   this is necessary for the proper assessment of an item on the agenda. The
   duty to provide information also extends to the Company's legal
   relationships with an affiliated company and 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 judgment, it is likely to cause a significant disadvantage to the
   Company or an affiliated company, or its provision would be punishable by
   law.

    

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

    

   Questions that require longer preparation to be answered should be
   submitted to the Executive Board in text form in good time before the
   Annual General Meeting in order to ensure the efficiency of the meeting.
   Questions may be sent to the Company by e-mail to ir@kontron.com.

    

   5. Motions by shareholders at the Annual General Meeting in accordance
   with Section 119 Austrian Stock Corporation Act

   Each shareholder - irrespective of a specific shareholding - is entitled
   to submit motions at the Annual General Meeting on any item on the agenda.
   If several motions are submitted for an item on the agenda, the
   chairperson determines the order of voting in accordance with Section 119
   Paragraph 3 Austrian Stock Corporation Act.

    

   However, a motion by a shareholder for the election of a Supervisory Board
   member requires the timely submission of a proposal for a resolution in
   accordance with Section 110 Austrian Stock Corporation Act: Persons for
   the "Election of three persons to the Supervisory Board" (agenda item 8)
   may only be proposed by shareholders whose shares together amount to 1% of
   the share capital. Such nominations must be received by the Company no
   later than 30 May 2025 in the manner specified above (Section V.
   Sub-Section 2.). Each nomination must be accompanied by a declaration
   pursuant to Section 87 Paragraph 2 Austrian Stock Corporation Act from the
   proposed person regarding their professional qualifications, their
   professional or comparable functions and any circumstances that could give
   rise to concerns of bias.

    

   If this is not the case, the shareholder’s motion for the election of a
   Supervisory Board member may not be considered in the vote.

    

   6. Information on data protection for shareholders

   Kontron AG processes personal data of shareholders in connection with the
   Annual General Meeting to the extent necessary and on the basis of the
   applicable European and national data protection regulations, to fulfill
   the mandatory legal obligations and for the proper conduct of the Annual
   General Meeting (Article 6 Paragraph 1 Litera c and Article 6 Paragraph 1
   Litera f General Data Protection Rules). Insofar as Kontron AG uses
   external service providers to organize the Annual General Meeting (such as
   notaries, lawyers or IT service providers), the data of shareholders will
   only be processed to the extent necessary, on the instructions of Kontron
   AG and on the basis of corresponding data protection agreements.  

    

   Kontron AG takes data protection very seriously. You can find more
   information in our privacy policy under 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 Company's share
   capital 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 of convening the Annual General Meeting, the Company held a
   total of 2,474,610 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 61,385,958 voting-rights. Any
   change in the number of treasury shares until the Annual General Meeting
   and thus 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 this event strives to comply with the criteria of the
   Austrian Ecolabel for Green Meetings/Events.

    

   We strive to make your arrival by public transport easier. If possible,
   please opt for an environmentally friendly journey and use the current
   timetable information 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 Annual General Meeting and return to Linz main
   railway station 1.5 hours after the end of the Annual General Meeting.

    

   Registration for using the shuttle bus is required and must be made by 4
   June 2025, prior to 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 the trains are delayed.

    

   Linz, May 2025 The Executive Board

   ══════════════════════════════════════════════════════════════════════════

   14.05.2025 CET/CEST

   ══════════════════════════════════════════════════════════════════════════

   Language: English
   Company:  Kontron AG
             Industriezeile 35
             4020 Linz
             Austria
   Phone:    +43 (732) 7664 - 0
   E-mail:   ir@kontron.com
   Internet: https://www.kontron.com
   ISIN:     AT0000A0E9W5
   WKN:      A0X9EJ
   Listed:   Regulated Market in Frankfurt (Prime Standard); Regulated
             Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich,
             Stuttgart, Tradegate Exchange; BX, Vienna Stock Exchange (Vienna
             MTF)


    
   End of News EQS News Service


   2136650  14.05.2025 CET/CEST

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