Ascom : AGM Document

Invitation to the

2022 Annual General Meeting of Ascom Holding AG

Baar, March 2022

Dear Shareholder,

The Annual General Meeting of Ascom Holding AG will take place on

Wednesday, 13 April 2022, at 14.00 at Ascom Holding AG, Zugerstrasse 32, 6340 Baar

Please note: In consideration of the ongoing Covid-19 pandemic and based on Art. 27 of the Ordinance 3 of the Swiss Federal Council on Covid-19, the 2022 Annual General Meeting will be held without the physical participation of shareholders.

AGENDA AND PROPOSALS

1. 2021琀 Annual Report and Financial Statements of Ascom Holding AG, Report of the Statutory Auditors

Proposal of the Board of Directors:

That the 2021 Annual Report and Financial Statements be approved.

Explanatory notes:

Detailed reporting can be found in the Annual Report.

Ascom as a Group achieved a revenue growth of 3.7% (2.7% at constant currencies) and an EBITDA margin of 9.8% in 2021. The Group profit amounts to CHF 13.5 million.

Ascom Holding AG as a company generated a profit of CHF 4.1 million depending on the income from shareholdings. However, the Group result is economically relevant.

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2.2021琀 Consolidated Financial Statements, Report of the Statutory

Auditors

Proposal of the Board of Directors:

That the 2021 Consolidated Financial Statements be approved.

3.2021 Remuneration Report (consultative vote) Proposal of the Board of Directors:

That the 2021 Remuneration Report be approved.

Explanatory notes:

As we did last year, we are putting the Remuneration Report before you for a consultative vote. The Remuneration Report can be found on our website and provides you with comprehensive information on Ascom's compensation system and on the compensation paid in 2021.

The following gross compensation was paid out within the limits defined by the Annual General Meeting 2020:

• Board of Directors (6 members):
• • CHF 700,000 for the period of office 2020/21
  • Approved frame: CHF 700,000
• Executive Board (4 members):
• • CHF 2,328,349 for financial year 2021
  • Approved frame: CHF 4,650,000

4.Appropriation of Retained Earnings of Ascom Holding AG for 2021 Proposal of the Board of Directors:

	in CHF
Retained earnings from previous year	340,166,556
Distribution of dividends 2021	0
Result for the period 2021	4,096,077
Retained earnings at 31 December 2021	344,262,633
Distribution of dividends 2022	(7,200,000)
Balance to be carried forward	337,062,633

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Explanatory notes:

In 2021, Ascom as a Group generated a net profit of CHF 13.5 million. The Board of Directors proposes to pay a dividend of CHF 0.20 per share. The total payout of CHF 7.2 million will correspond to a payout ratio of 53.3%.

5.Discharge from liability of the members of the Board of Directors Proposal of the Board of Directors:

That all members of the Board of Directors be discharged from liability.

6.Elections

Explanatory notes:

The Board of Directors proposes to the shareholders the re-election of the current members. The Board members are all independent and have non-executive mandates for Ascom.

The Board of Directors proposes that the current members be re-elected as members of the Compensation & Nomination Committee, and that Dr Andreas Schönenberger be elected as additional member.

It is intended that Jürg Fedier will continue to chair the Audit Committee.

• 6.1 Board of Directors
  Proposal of the Board of Directors:
  That
  a) Dr Valentin Chapero Rueda b)Nicole Burth Tschudi
  c) Laurent Dubois d)Jürg Fedier e)Michael Reitermann
  f) Dr Andreas Schönenberger

be re-elected (each separately) as members of the Board of Directors for the term of one year, i.e. until the completion of the 2023 Annual General Meeting.

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• 6.2 Chairman of the Board of Directors Proposal of the Board of Directors:
  That Dr Valentin Chapero Rueda be re-elected as Chairman of the Board of Directors for the term of one year, i.e. until the completion of the 2023
  Annual General Meeting.
• 6.3 Compensation & Nomination Committee
  Proposal of the Board of Directors:
  That the following members be re-elected (each separately) a) Nicole Burth Tschudi
  b)Laurent Dubois
  as well as new election of c)Dr Andreas Schönenberger
  as members of the Compensation & Nomination Committee for the term of one year, i.e. until the completion of the 2023 Annual General Meeting.
• 6.4 Statutory Auditors
  Proposal of the Board of Directors:
  That KPMG be elected as Statutory Auditors for a term of one year.
  Explanatory notes:
  The Board of Directors decided to retender the audit mandate given the longtime service of the current auditor PricewaterhouseCoopers. The Board of Directors proposes that KPMG be elected as auditors.
• 6.5 Independent Representative Proposal of the Board of Directors:
  That Franz Müller, Attorney and Notary, Berne, be re-elected as Inde- pendent Representative for the term of one year, i.e. until the completion of the 2023 Annual General Meeting, and that III dasadvokaturbuero ag, Berne, be elected as his deputy.
  Explanatory notes:
  The Independent Representative, Franz Müller, is standing for another term of office. We propose to elect as deputy the law firm III dasadvoka - turbuero ag in Berne, whereof Franz Müller is a partner. Both are inde- pendent and have no other mandates for Ascom.

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7. Revision of the Articles of Association Proposal of the Board of Directors:

That Article 3b Sector 1 of the Articles of Association be changed (Pro- longation of approved capital increase):

"At any time until 13 April 2024, the Board of Directors is authorized to increase the share capital by a maximum amount of CHF 1,800,000 by issuing a maximum of 3,600,000 fully paid registered shares with nominal value of CHF 0.50 each."

(Current version: "At any time until 15 April 2022, the Board of Directors is authorized...")

Explanatory notes:

The Annual General Meeting 2020 approved the revision of the Articles of Association including a new Article 3b authorizing the Board of Directors to initiate a capital increase up to 10% of the share capital until 15 April 2022.

According to Swiss law, this authorization has to be limited to two years. The current authorization is expiring unused on 15 April 2022.

Thus, the Board of Directors proposes to the shareholders a prolongation of this authorization for another two years, i.e. until 13 April 2024. The remaining part of Article 3b of the Articles of Association remains unchanged.

8.Approval of the maximum total amounts for future compensations

• 8.1 Board of Directors
  Proposal of the Board of Directors:
  That the maximum amount of gross compensations of CHF 700,000 for the Board of Directors for the period until the 2023 Annual Gener- al Meeting be approved (subject to additional mandatory employer contributions to governmental social insurances to the extent they constitute or increase pension benefits for the beneficiaries).

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