Frequentis : Articles of Association to make the proposed amendments visible re agenda item 9 and agenda item 10

ARTICLES OF ASSOCIATION

of

FREQUENTIS AG

Article 1

Company name, seat and duration of the company

1.1 The company's name is

FREQUENTIS AG

1. The company's seat is in Vienna.
2. The company is not established for a specific period of time.

Article 2

Purpose of the company

2.1 The purpose of the company is any legally permitted type of commercial use of electrical/electronic, communication and computer technology.

Within these boundaries, the company is authorised to undertake all business activities and measures that are deemed necessary or expedient to achieve the purpose of the company. These comprise, in particular:

1. research and performance of tests and development work, as well as commercialisation of the findings gained in the entire area of high- frequency technology and electroacoustics as well as communication, computer and information technology. Researching, testing and application of new processes in these fields;
2. the development and production, sale, maintenance and repair of communications equipment and installations and of computers and computer installations;
3. the development, production, distribution and maintenance of control systems, information processing and transmission systems and communication systems, especially for air traffic control, road, rail and water transport, and public safety organisations;
4. consulting for airports, airlines, air traffic control organisations and public institutions on the planning and design of air traffic management, air traffic control, communications and traffic control systems, including the associated optimisation and physical structures;

This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail.

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1. the provision of automatic data processing and information technology services. The development of programs and data processing systems;
2. the operation of a technical office for engineering physics and for electronic communications and electrical/electronic technology;
3. the business of an electrician and electrical/electronic engineer;
4. the business of a radio mechanic;
5. production and assembly of all necessary machinery, devices, appliances and materials for all purposes listed above;
6. trading. Trading in goods of all types and provision of all related services, in particular, the performance of maintenance, service and repair work;
7. the business of a management consultant;
8. the operation of commercial agencies;
9. the purchase and sale of land.

2.2 The company may establish branches and subsidiaries in Austria and abroad, invest in other companies in Austria and abroad, acquire and divest such companies, and undertake all business activities, measures and legal actions that are deemed to be directly or indirectly necessary or expedient to achieve the purpose of the company. Business activities that are subject to a licence under the Austrian Banking Act (Bankwesengesetz) or the Austrian Securities Supervision Act (Wertpapieraufsichtsgesetz) are not permitted.

Article 3

Share capital and shares

1. The company's share capital is EUR 13,280,000.00 (thirteen million two hundred eighty thousand euros).
2. The company's share capital is divided into 13,280,000 (thirteen million two hundred eighty thousand) voting shares with no par value (Stückaktien). Share number 1 is a registered share. All other shares are bearer shares. In the event of a capital increase, if the resolution on the capital increase does not include any provisions on whether the shares are to be registered or bearer shares, they shall be bearer shares.
3. Share number 1 can only be transferred with the company's consent (restricted transferability).
4. A share certificate shall be issued for share number 1 (registered share); otherwise there is no right to individual share certificates. Bearer shares may be included in one or, if applicable, several global share certificates. The form and content of the share certificates (global certificates) shall be determined by the Executive Board. The global certificate(s) must be deposited with a custodian bank in accordance with Section 1 Paragraph 3 of the Austrian Securities Deposit Act (Depotgesetz).

This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail.

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3.5 (a) Under theByresolution of the General Meeting of 8 April 20191 June 2023, the Executive Board is authorised, subject toauthorized to increase, until 31 May 2028 and withthe approval of the Supervisory Board, to increasethe company's sharenominalcapital up to 7 April 2024of the Companyby up to EUR 4,720,0006,640,000(foursixmillion sevensixhundred twentyand fortythousand) by issuing up to 4,720,0006,640,000(foursixmillion sevensixhundred twentyand fortythousand) new no-parvaluebearer shares in returnexchangefor cash contributionsor contributions in kind, in one or moreseveraltranches, or throughalso by way ofan indirect subscription offer following subscriptionafter taking overby one or more banks in accordance withseveral credit institutions pursuant toSection 153 ParagraphPara6 of the AustrianStock Corporation Act (AktG). The Executive Board is authorised, subjectSubjectto the approval of the Supervisory Board, the Executive Board is authorized,to fully or partially exclude shareholders'in this connection thesubscription rights of the shareholders in whole or in partand, with subjectto the approval of the Supervisory Board, to define further details ofdeterminethe issue conditions (especially theterms (in particularissue price, typeobjectof the contribution in kind, content of sharerights of the shares, exclusion of subscription rights,etc.) (authorisedwiththe approval of the Supervisory Board (authorizedcapital). The Supervisory Board is authorisedauthorizedto adopt amendments to the articlesArticlesof association resultingAssociation arisingfrom the issuanceissueof shares out of the authorisedfrom authorizedcapital.

1. The sharenominalcapital is conditionally increased, underpursuant toSection 159 ParagraphPara2 No. 1 of the AustrianStock Corporation Act (AktG)by up to EUR 4,720,0006,640,000(foursixmillion sevensixhundred twentyand fortythousand) by the issuance ofissuingup to 4,720,0006,640,000(foursixmillion sevensixhundred twentyand fortythousand) new no-parvaluebearer shares. This conditional capital increase will only be executed insofar as the bearersimplemented to the extent that holdersof convertible bonds issued basedon the basis of theauthorizationresolution of the General Meeting on 8 April 2019 utilise the right granted to them to convert their bonds intoof 1 June 2023 exercise the conversion and/or subscription rights toshares in the companyCompany granted to them. The issue price and the conversion and/or subscription ratio shallare tobe determined taking into account common marketcalculation methods customary in the marketand the company's shareprice of the shares of the Company(basis of calculation offor calculatingthe issue price); the issue price may not be belowlower thanthe proportionate-rataamount of the sharenominalcapital. The newly issued shares resulting fromofthe conditional capital increase shall have the samecarrydividend rights to the same extentas the existing shares inofthe companyCompany. The Executive Board is authorised, subject toauthorized, withthe approval of the Supervisory Board, to setdetermine thefurther details of the executionimplementationof the conditional capital increase (especiallyin particularthe issue price, the content of theshare rights). The Supervisory Board is authorisedauthorizedto adoptresolveamendments to the articlesArticlesof associationAssociationresulting from the issuanceissueof shares out offromthe conditional capital. The same shall apply after the end of the authorisation period if the authorisation to issue convertible bonds is not used and, ifin the event that the authorization to issue the convertible bonds is not exercised after the expiry of the authorization period and in the event thatthe conditional capital is not used,utilizedafter the deadlines

This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail.

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set inexpiry of the periods underthe terms and conditions of the convertible bonds.

1. The sum of (i) the number of shares currently issuedor potentially to beissued out of thefromconditional capital underin accordance withthe terms ofand conditions of theconvertible bonds and (ii) the number of shares issued out of the authorisedfrom authorizedcapital may not exceed 4,720,0006,640,000(foursixmillion sevensixhundred twentyfortythousand) (amount-baseddetermination with regards toofthe authorisations in clausesauthorizations under litterae(a) and (b) above).

3.6 The company is authorised to purchase its shares in accordance with applicable law.

This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail.

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Article 4

Executive Board

4.1 Composition of the Executive Board

4.4.1 The Executive Board comprises one, two, three or four people. The members of the Executive Board are appointed by the Supervisory Board for a maximum of five years. Reappointment is permitted.

1. If the Executive Board has several members, the Supervisory Board shall name one member as chairperson.
2. The Supervisory Board may revoke appointment as a member of the Executive Board and appointment as chairperson of the Executive Board with good cause.

4.2 Representation of the company, adoption of resolutions

1. If the Executive Board comprises one person, this person shall represent the company. If the Executive Board comprises several people, the Supervisory Board shall determine their authorisation to represent the company.
2. The Executive Board adopts its resolutions by a simple majority of the votes cast. Abstentions do not count as votes cast. If the vote is tied, the chairperson of the Executive Board shall have the casting vote.

4.3 Duties of the Executive Board, management of the company

1. The Supervisory Board allocates the business activities among the Executive Board and issues rules of procedure for the Executive Board.
2. The Executive Board is responsible for managing the company. In its management of the company, it must comply with the law, the articles of association, and the rules of procedure issued by the Supervisory Board.
3. The business activities and measures set out in Section 95 Paragraph 5 of the Austrian Stock Corporateion Act (AktG) may only be undertaken with the approval of the Supervisory Board. In addition to the cases provided for by law, the Supervisory Board can define further business activities and measures that are subject to its approval. The business activities and maximum amounts set for business activities subject to approval pursuant to Section 95 Paragraph 5 of the Austrian Stock Corporation Act (AktG) shall be defined by the Supervisory Board and included in the rules of procedure for the Executive Board.

4.4 Reports to the Supervisory Board

4.4.1 The reports to be made by the Executive Board to the Supervisory Board must provide information on the development of the business and the situation of the company and its subsidiaries and affiliated companies. The scope and content of the reports are defined in the rules of procedure for the Executive Board. The Supervisory Board can issue corresponding reporting guidelines.

This document represents a convenience translation of the official (German) version. In case of discrepancies between the official (German) version and this English convenience translation the official (German) version shall prevail.

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