Ascom : AGM Document

Invitation to the

2023 Annual General Meeting of Ascom Holding AG

Baar, March 2023

Dear Shareholder,

We have pleasure in inviting you to the Annual General Meeting of Ascom Holding AG for the financial year 2022, to be held on

Tuesday, 18 April 2023, at 14.00 at the Theater Casino Zug, Artherstrasse 2-4, 6300 Zug

AGENDA AND PROPOSALS

1. 2022 Annual Report and Financial Statements of Ascom Holding AG, Report of the Statutory Auditors

Proposal of the Board of Directors:

That the 2022 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 2.0% (7.2% at constant currencies) and an EBITDA margin of 8.0% in 2022. The Group profit amounts to CHF 11.0 million.

Ascom Holding AG as a company generated a profit of CHF 1.43 million depending on the income from shareholdings. However, the Group result is economically relevant.

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1. 2022 Consolidated Financial Statements, Report of the Statutory
   Auditors
   Proposal of the Board of Directors:
   That the 2022 Consolidated Financial Statements be approved.
2. 2022 Remuneration Report (consultative vote) Proposal of the Board of Directors:
   That the 2022 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 2022.
   The following gross compensation was paid out within the limits defined by the Annual General Meeting 2021:
3. • Board of Directors (6 members):
   • • CHF 700,000 for the period of office 2021/22
     • Approved frame: CHF 700,000
   • Executive Board (2 members as well as the leaving CEO):
   • • CHF 2,231,179 for financial year 2022
     • Approved frame: CHF 3,450,000

(Further details can be found in the Remuneration Report [p. 75])

4. Appropriation of Retained Earnings of Ascom Holding AG for 2022 Proposal of the Board of Directors:

	in CHF 1,000
Retained earnings from previous year	344,263
Distribution of dividends 2022	(7,198)
Result for the period 2022	1,425
Retained earnings at 31 December 2022	338,490
Distribution of dividends 2023	(7,200)
Balance to be carried forward	331,290

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Explanatory notes:

In 2022, Ascom as a Group generated a net profit of CHF 11.0 million. The Board of Directors proposes to pay a dividend of CHF 0.20 per share, corresponding to a total payout of CHF 7.2 million.

1. 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.
2. 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.
   Moreover, the Board of Directors proposes that the current members be re-elected as members of the Compensation & Nomination Commit- tee.
   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

1. Dr Valentin Chapero Rueda
2. Nicole Burth Tschudi
3. Laurent Dubois
4. Jürg Fedier
5. Michael Reitermann
6. 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 2024 Annual General Meeting.

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1. 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 2024
   Annual General Meeting.
2. Compensation & Nomination Committee

Proposal of the Board of Directors:

That the following members be re-elected (each separately)

1. Nicole Burth Tschudi
2. Laurent Dubois
3. Dr Andreas Schönenberger

as members of the Compensation & Nomination Committee for the term of one year, i.e. until the completion of the 2024 Annual General Meeting.

6.4 Statutory Auditors

Proposal of the Board of Directors:

That KPMG be re-elected as Statutory Auditors for a term of one year.

Explanatory notes:

The Board of Directors proposes that KPMG be re-elected as auditors. KPMG is in charge since 2022.

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 2024 Annual General Meeting, and that III dasadvokaturbuero ag, Berne, be elected as his deputy.

Explanatory notes:

The Independent Representative, Franz Müller, is standing for an­ other term of office. We propose to elect as deputy the law firm

1. dasadvokaturbuero ag in Berne, whereof Franz Müller is a partner. Both are independent and have no other mandates for Ascom.

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7. Revision of the Articles of Association

Explanatory notes:

The new Swiss Company Law came into force as of 1 January 2023. The

Board of Directors decided to adapt the Articles of Association to the new legal provisions.

You find a comparison of the current and proposed updated version of the Articles of Association as appendix to this invitation. In consideration of art. 700 para. 3 of the Code of Obligations, the proposed changes are structured thematically and submitted for approval to the Annual

General Meeting in four different agenda items:

1. Introduction of a capital band (art. 3a/3b of the Articles of Association)
2. Adaptation of the provisions related to the Annual General Meeting (art. 8-12 of the Articles of Association) including the introduction of the opportunity to hold the Annual General Meeting virtually
3. Adaptation of the provisions related to the Board of Directors and the compensations (art. 13-19 and 20a-20e of the Articles of Asso- ciation)
4. Adaptation of the other provisions of the Articles of Association (art. 1, 3-6, 20, 22) to the new Company Law / further amendments

7.1 Introduction of a capital band Proposal of the Board of Directors:

That a capital band of 10% be introduced according to the enclosed proposal (art. 3a / 3b of the Articles of Association).

Explanatory notes:

The new Company Law allows the introduction of a capital band. The capital band empowers the Board of Directors to increase or to decrease the share capital during a limited period of time and within a defined bandwidth. The capital band provides to the Company the flexibility needed for the capital procurement. The capital band replaces the instrument of the authorized capital.

The Board of Directors proposes the introduction of a capital band of 10% and limited until 31 March 2028, as set in art. 3b of the Articles of Association, thereby replacing the current authorized capital of 10%.

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