Frequentis : Proposed resolutions (02 Beschlussvorschlaege HV 2024 EN)

FREQUENTIS AG

Commercial register no.: FN 72115 b

ISIN: ATFREQUENT09

Agenda and proposed resolutions

for the 17th Annual General Meeting on 6 June 2024

1. Item 1: Report of the Executive Board; presentation of the following documents for the
   financial year 2023: adopted annual financial statements including the management report, consolidated financial statements including the consolidated management report, consolidated corporate governance report, consolidated non-financial report, report of the Supervisory Board, proposal for the appropriation of the profits.
   For information: The documents specified above can be viewed in the internet at www.frequentis.com > Investor Relations > General Meeting > General Meeting 2024 from 16 May 2024 at the latest.
   Since the presentation of these documents is solely for the information of the General Meeting, there will be no resolution on this item of the agenda. The annual financial statements for 2023 have already been approved by the Supervisory Board and are therefore adopted.
2. Item 2: Resolution on the appropriation of the balance sheet profit.
   The Executive Board and the Supervisory Board propose to utilize the profits shown in the financial statements of FREQUENTIS AG as of 31 December 2023 amounting to
   EUR 75,552,148.10 as follows:
   Distribution of a dividend amounting to EUR 0.24 (24 Cent) per outstanding participating no- par value share and carryforward of the remaining profit onto new account. The payment of the dividend shall be made as from 14 June 2024.
3. Item 3: Resolution on the discharge of the members of the Executive Board for the financial year 2023.
   The Executive Board and the Supervisory Board propose that the actions of the members serving on the Executive Board in the 2023 financial year be ratified for this period.
4. Item 4: Resolution on the discharge of the members of the Supervisory Board for the financial year 2023.
   The Executive Board and the Supervisory Board propose that the actions of the members serving on the Supervisory Board in the 2023 financial year be ratified for this period.
5. Item 5: Resolution on the remuneration of the members of the Supervisory Board for the financial year 2023.
   The Executive Board and the Supervisory Board propose that the remuneration of the

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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FREQUENTIS AG

Commercial register no.: FN 72115 b

ISIN: ATFREQUENT09

members of the Supervisory Board elected by the General Meeting or delegated by shareholders (shareholder representatives) for the financial year 2023 be set as follows:

• For the Chairman of the Supervisory Board:
  Fixed remuneration of EUR 15,000.00 plus an attendance fee of EUR 2,500.00 per Supervisory Board meeting as well as for the participation in the General Meeting of the Company on 01.06.2023 as Chairman of such General Meeting
• For the Deputy Chairman:
  Fixed remuneration of EUR 13,000.00 plus an attendance fee of EUR 2,000.00 per Supervisory Board meeting as well as for the participation in the General Meeting of the Company on 01.06.2023 as Deputy Chairman of such General Meeting
• For every additional member:
  Fixed remuneration of EUR 12,000.00 plus an attendance fee of EUR 2,000.00 per Supervisory Board meeting

The members of the Committee for Executive Board Matters and the Audit Committee shall be entitled to an additional attendance fee of EUR 2,000.00 for every meeting of a respective Committee attended.

6. Item 6: Resolution on the remuneration report.

The Executive Board and the Supervisory Board of a publicly listed company shall prepare a clear and comprehensible remuneration report on the remuneration of the members of the Executive Board and the members of the Supervisory Board pursuant to Section 78c in conjunction with Section 98a of the Stock Corporation Act. This remuneration report shall provide a comprehensive overview of the remuneration granted or owed to the current and former members of the Executive Board and the Supervisory Board in the course of the last financial year within the framework of the remuneration policy (Section 78a in conjunction with Section 98a of the Stock Corporation Act), including all benefits in any form.

The remuneration report for the last financial year shall be submitted to the General Meeting for voting. The vote is of a recommendatory nature. No legal challenge is possible (Section 78d Para 1 of the Stock Corporation Act).

The Executive Board and the Supervisory Board shall make a resolution proposal on the remuneration report in accordance with Section 108 Para 1 of the Stock Corporation Act.

At the meeting on 27 March 2024, the Executive Board and the Supervisory Board of FREQUENTIS AG adopted a remuneration report in accordance with Section 78c in conjunction with Section 98a of the Stock Corporation Act and proposed a resolution in accordance with Section 108 Para 1 of the Stock Corporation Act.

The Executive Board and the Supervisory Board propose that the remuneration report for the 2023 financial year, as made available on the FREQUENTIS AG website registered in the commercial register, www.frequentis.com > Investor Relations > General Meeting > General Meeting 2024 from 16 May 2024 at the latest, be adopted. The remuneration report for the 2023 financial year is attached to this resolution proposal as Appendix ./1.

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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FREQUENTIS AG

Commercial register no.: FN 72115 b

ISIN: ATFREQUENT09

1. Item 7: Election of the auditors of the annual financial statements and consolidated financial statements as well as (if applicable) the auditor of the sustainability reporting for the financial year 2024.
   The Supervisory Board proposes that BDO Assurance GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Vienna, be appointed as the auditor of the financial statements of the Company and the consolidated financial statements for the 2024 financial year as well as, to the extent legally required for the financial year 2024, also as auditor of the consolidated sustainability reporting for the financial year 2024. The proposal of the Supervisory Board is based on a corresponding recommendation by the Supervisory Board's Audit Committee.
2. Item 8: Elections to the Supervisory Board.

The term of office of Mag. Petra Preining as member of the Supervisory Board ends at the end of the Annual General Meeting on 6 June 2024.

Pursuant to Article 5 of the Articles of Association of FREQUENTIS AG the Supervisory Board comprises at least three and at most six members elected by the General Meeting or delegated by the shareholders (shareholder representatives). The Supervisory Board currently comprises nine members (six shareholder representatives and three employee representatives). One member has to be elected at the upcoming General Meeting to keep the number of shareholder representatives at the present level.

FREQUENTIS AG falls within the scope of Section 86 Para 7 Stock Corporation Act and therefore has to fulfil the minimum quota mentioned therein.

Pursuant to Section 86 Para 9 Stock Corporation Act, no objection to the overall fulfilment of the minimum quota requirements of Section 86 Para 7 Stock Corporation Act has been raised no later than six weeks before the election. Therefore, the minimum quota of 30% women and 30% men in the Supervisory Board shall be fulfilled jointly by the shareholder and employee representatives on the Supervisory Board. Due to the overall fulfillment of the minimum quota in the Supervisory Board at least three seats on the Supervisory Board are required to be filled by women and at least three seats on the Supervisory Board are required to be filled by men. Currently, six seats of the Supervisory Board are held by men and three seats of the Supervisory Board are held by women. Due to the expiry of the mandate of one woman, at least one woman must be proposed in the present election proposal, in order to comply with the minimum quota requirements pursuant to Section 86 Para 7 Stock Corporation Act.

The Company's Supervisory Board proposes that Mag. Petra Preining be elected to the Company's Supervisory Board with effect as from the end of this General Meeting for the longest term permitted by Section 87 Para 7 Stock Corporation Act - that is, until the end of the General Meeting that resolves on ratification for the fourth financial year after the election, not including the financial year in which the election is held, in other words, until the end of the General Meeting that resolves on the 2028 financial year.

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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FREQUENTIS AG

Commercial register no.: FN 72115 b

ISIN: ATFREQUENT09

For information: The nominee has submitted a declaration pursuant to Section 87 Para 2 Stock Corporation Act regarding her professional qualifications and professional or comparable functions and stating that there are no circumstances that may give rise to concerns regarding conflicts of interest. This declaration is made available in the internet at www.frequentis.com > Investor Relations > General Meeting > General Meeting 2024 no later than 16 May 2024.

1. Item 9: Resolution on the remuneration policy for the Executive Board of FREQUENTIS AG.
   The Supervisory Board proposes that the remuneration policy for the Executive Board as discussed and drawn up by the Supervisory Board in its meeting of 27 March 2024 in accordance with Section 78a Stock Corporation Act (principles for the remuneration of Executive Board members), which is made available on the website of FREQUENTIS AG registered with the commercial register, www.frequentis com > Investor Relations > General Meeting > General Meeting 2024 no later than 16 May 2024, be adopted. The remuneration policy for the Executive Board is attached to this document as Appendix ./2.
   For information: Since the business year 2020, the Supervisory Board of a publicly listed company is obliged pursuant to Section 78a Stock Corporation Act to draw up a clear and comprehensible remuneration policy establishing the principles for the remuneration of the members of the Executive Board. The remuneration policy for the Executive Board must be submitted to the General Meeting for vote at least every fourth financial year and whenever a material change is made. The remuneration policy for the Executive Board was last adopted at the Ordinary General Meeting on 14 May 2020. The Supervisory Board has revised the remuneration policy and is now submitting it to the General Meeting for approval. The vote at the General Meeting on the remuneration policy for the Executive Board is of a recommendatory nature. No legal challenge is possible (Section 78b Para 1 Stock Corporation Act).
2. Item 10: Resolution on the remuneration policy for the Supervisory Board of
   FREQUENTIS AG.
   The Supervisory Board proposes that the remuneration policy for the Supervisory Board as discussed and drawn up by the Supervisory Board in its meeting of 27 March 2024 in accordance with Section 98a in conjunction with Section 78a Stock Corporation Act (principles for the remuneration of Supervisory Board members), which is made available on the website of FREQUENTIS AG registered with the commercial register, www.frequentis com > Investor Relations > General Meeting > General Meeting 2024 no later than 16 May 2024, be adopted. The remuneration policy for the Supervisory Board is attached to this document as Appendix ./3.
   For information: Since the business year 2020, the Supervisory Board of a publicly listed company is obliged pursuant to Section 98a in conjunction with Section 78a Stock Corporation Act to draw up a clear and comprehensible remuneration policy establishing the principles for the remuneration of the members of the Supervisory Board. The remuneration policy for the Supervisory Board must be submitted to the General Meeting for vote at least every fourth

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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FREQUENTIS AG

Commercial register no.: FN 72115 b

ISIN: ATFREQUENT09

financial year and whenever a material change is made. The remuneration policy for the Supervisory Board was last adopted at the Ordinary General Meeting on 14 May 2020. The Supervisory Board has revised the remuneration policy and is now submitting it to the General Meeting for approval. The vote at the General Meeting on the remuneration policy for the Supervisory Board is of a recommendatory nature. No legal challenge is possible (Section 98a in conjunction with 78b Para 1 Stock Corporation Act).

1. Item 11: Resolution on the Long Term Incentive Plan 2024.
   The Executive Board and the Supervisory Board propose that the share-based and performance-related incentive and remuneration programme ("Long Term Incentive Plan 2024"), as made available on the FREQUENTIS AG website registered in the commercial register, www.frequentis.com > Investor Relations > General Meeting > General Meeting 2024 from 16 May 2024 at the latest, be adopted. The Long Term Incentive Plan 2024 is attached to this resolution proposal as Appendix ./4.
2. Item 12: Resolution on the authorization of (i) the Executive Board to purchase own shares pursuant to Section 65 Para 1 No. 4 and No. 8 Stock Corporation Act both via the stock exchange and off-market in a volume of up to 10% of the nominal capital and to also exclude the general selling possibility of the shareholders that may be related to such purchase, (ii) the Executive Board to reduce the nominal capital by cancelling own shares without any further resolution by the General Meeting, and (iii) the Supervisory Board to adopt amendments to the Articles of Association arising from the cancellation of shares as well as revocation of the respective resolution of the General Meeting of 2 June 2022.

The Executive Board and the Supervisory Board of FREQUENTIS AG propose to revoke the authorization of the Executive Board to purchase own shares in the Company in accordance with Section 65 Para 1 No. 4 and 8 Stock Corporation Act and to cancel shares and of the Supervisory Board to adopt the amendments to the Articles of Association resulting from such cancellation, granted by resolution in the Ordinary General Meeting of 2 June 2022 under item 9 of the agenda, to the extent not yet utilized, and at the same time,

1. to authorize the Executive Board to purchase both via the stock exchange and off-marketno-par value bearer shares in the Company in a volume of up to 10% of the nominal capital of the Company, in accordance with Section 65 Para 1 No. 4 and 8 Stock Corporation Act, for a period of 30 months from the date of such resolution of the General Meeting, whereby the minimum consideration per share may not be more than 20% below and the maximum consideration per share may not be more than 10% above the average, unweighted closing price on the stock exchange over the preceding ten trading days prior to the respective purchase of the shares. Trade in own shares is excluded as a purpose of the purchase. This authorization may be exercised in total or partially and also in several parts and for one or several purposes by the Company, by a subsidiary (Section 189a No. 7 of the Austrian Business Enterprise Code - "UGB") or for the account of the Company or a subsidiary (Section 189a No. 7 UGB) by third parties. In case of a purchase of shares off-market, such purchase may also be effected under the exclusion of the general selling possibility of shareholders, and

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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FREQUENTIS AG

Commercial register no.: FN 72115 b

ISIN: ATFREQUENT09

may also be effected only from certain shareholders or from one single shareholder;

1. to authorize the Executive Board to reduce the nominal capital by cancelling own shares without any further resolution by the General Meeting; and
2. to authorize the Supervisory Board to adopt amendments to the Articles of Association arising from the cancellation of shares.

Apart from that, reference is made to the report of the Executive Board regarding this item of the agenda, which is attached to this resolution proposal as Appendix ./5.

13. Item 13: Resolution on the authorization of the Executive Board pursuant to Section 65 Para 1b Stock Corporation Act to dispose of, or utilize own shares also in other ways than a disposal via the stock exchange or a public offering for any legally permissible purpose and to also exclude the general purchasing possibility of the shareholders as well as revocation of the respective resolution of the General Meeting of 20 September 2019.

The Executive Board and the Supervisory Board of FREQUENTIS AG propose to revoke the authorization of the Executive Board to dispose of, or utilize own shares in the Company in accordance with Section 65 Para 1b Stock Corporation Act, granted by resolution in the Extraordinary General Meeting of 20 September 2019 under item 6 of the agenda, to the extent not yet utilized, and at the same time, authorize the Executive Board pursuant to Section 65 Para 1b Stock Corporation Act to dispose of, or utilize, own shares repurchased for a period of five years from the day of the resolution, therefore until and including 5 June 2029 with the consent of the Supervisory Board and without a further resolution by the General Meeting, also in other ways than a disposal via the stock exchange or a public offering, in particular

1. to grant own shares to employees, senior employees and/or members of the Company's Executive Board or the management boards of its affiliates including for purposes of share transfer programs, in particular stock options, long term incentive plans or other stock ownership plans,
2. to deliver own shares to service any convertible bonds issued,
3. as consideration for the acquisition of entities, business operations, parts of business operations or shares in one or several companies at home or abroad, and
4. for any other legally permissible purpose,

and to exclude the general purchasing possibility of the shareholders. This authorization may be exercised in total or partially and also in several parts and for several purposes.

Apart from that, reference is made to the report of the Executive Board regarding this item of the agenda, which is attached to this resolution proposal as Appendix ./6.

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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FREQUENTIS AG

Commercial register no.: FN 72115 b

ISIN: ATFREQUENT09

14. Item 14: Resolutions on the following amendments of the Articles of Association.

1. Resolution on the amendments of the Articles of Association in Article 6 (Virtual or Hybrid General Meeting).

The Executive Board and the Supervisory Board propose to amend the Articles of Association in Article 6 by adding a new Article 6.1.6 as follows:

After Article 6.1.5 a new Article 6.1.6 is added, which reads as follows:

"6.1.6 Virtual or Hybrid General Meeting

1. The Executive Board is authorized, with the approval of the Supervisory Board, to stipulate, in accordance with the provisions of the Federal Act on the Conduct of Virtual Shareholders' Meetings (Bundesgesetz über die Durchführung virtueller Gesellschafterversammlungen - VirtGesG) and the articles of association of the company, on a case-by-case basis for General Meetings of the company, that the General Meeting shall be held as a virtual or hybrid General Meeting.
2. The Executive Board shall decide, with the approval of the Supervisory Board, on the form of the conduct, i.e. whether the General Meeting is to be held
   (i) with the physical presence of the participants, (ii) without the physical presence of the participants (virtual General Meeting), either as simple virtual meeting or as moderated virtual meeting, or (iii) as General Meeting at which the individual participants can choose between a physical and a virtual participation (hybrid General Meeting). If the General Meeting is convened by the Supervisory Board, the latter shall be free to decide on the form of the conduct in the aforementioned sense.
3. In all other respects, the Executive Board or the Supervisory Board, as the convening body, shall be responsible to make all decisions necessary to hold a virtual General Meeting or a hybrid General Meeting.
4. The holding of a moderated virtual General Meeting is permitted in accordance with the VirtGesG and the provisions of the articles of association. A virtual General Meeting is broadcast optically and acoustically in real time for the participants; a hybrid General Meeting is broadcast optically and acoustically in real time for those participants who have opted for virtual participation. The Executive Board or the Supervisory Board, as the convening body, is authorized to stipulate the public broadcast of the virtual General Meeting or the hybrid General Meeting.
5. Shareholders have the opportunity to request to speak at any time during a moderated virtual General Meeting by means of electronic communication. This applies equally to a (moderated) hybrid General Meeting with regard to those shareholders who have opted for a virtual participation. If a shareholder is given the floor by the Chairman, he or she must be given the opportunity to

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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FREQUENTIS AG

Commercial register no.: FN 72115 b

ISIN: ATFREQUENT09

speak via video communication. The Chairman decides on the order in which speeches are made and also on the time up to which speeches may be made and up to which questions may be asked.

1. For all votes in a moderated virtual General Meeting, the shareholders may exercise their voting rights by way of electronic communication and also raise objections in this way, as the case may be; this applies equally to a (moderated) hybrid General Meeting with regard to those shareholders who have opted for a virtual participation. The company may - subject to technical possibilities - either (i) set up and announce a special e-mail address to which the exercise of voting rights or the objection can be sent to the company, or (ii) offer the use of a special voting software or a respective function on the company's website (General Meeting portal) for the purpose of exercising voting rights or raising objections.
2. The Executive Board shall have the power to stipulate that shareholders may cast their votes electronically, e.g. by e-mail, up to a date before the General Meeting to be determined. The respective shareholders may revoke their votes up to the time of voting in the virtual or hybrid General Meeting and, if necessary, vote again. In all other respects Section 126 of the Austrian Stock Corporation Act shall apply mutatis mutandis.
3. At a virtual or hybrid General Meeting, the company shall provide the shareholders, at its own expense, with two suitable special proxies who are independent of the company and who may be authorized by the shareholders to propose resolutions, cast votes and, if necessary, raise objections at the virtual or hybrid General Meeting.
4. The provisions of Article 6.1.6 of these articles of association are limited in time until 31 December 2028."

For information: With the entry into force of the Federal Act on the Conduct of Virtual Shareholders' Meetings (Bundesgesetz über die Durchführung virtueller Gesellschafterversammlungen - VirtGesG), a permanent legal basis for virtual and hybrid General Meetings was established.

This temporary amendment to the Articles of Association at hand is intended to enable the Company to react to practical necessities (such as those that may arise in the course of a pandemic) or circumstances (such as a shareholder need in this regard) accordingly. A hybrid General Meeting, for example, can also contribute to an increase and diversification of attendance at the General Meeting. Of course, the amendment does not exclude the standard practice of holding the General Meeting as an in-person meeting.

The provisions of the Articles of Association on the virtual/hybrid General Meeting are limited to four financial years. At the end of this period, the experience gained up to that point will be evaluated and assessed.

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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FREQUENTIS AG

Commercial register no.: FN 72115 b

ISIN: ATFREQUENT09

1. Resolution on the amendments of the Articles of Association in Article 8.1 (Publications - EVI)

The Executive Board and the Supervisory Board propose to amend the Articles of Association in Article 8.1 as follows:

Article 8.1 of the Articles of Association is amended so that it now reads as follows:

"The company's publications shall be made via the company's website and, insofar as and for as long as is mandatory by law, on the electronic announcement and information platform of the federal government (Elektronische Verlautbarungs- und Informationsplattform des Bundes

• EVI). Further, the company's publications shall be disseminated via certain electronic information platforms in accordance with the applicable legal requirements, especially ordinances of the financial market supervisory authorities."

For information: According to the amended legal provisions, announcements, publications and notices must now be made via the electronic announcement and information platform of the federal government (EVI) instead of the Wiener Zeitung.

Appendix ./1 Remuneration Report

Appendix ./2 Remuneration Policy for the Executive Board

Appendix ./3 Remuneration Policy for the Supervisory Board

Appendix ./4 Long Term Incentive Plan 2024

Appendix ./5 Report on Item 12

Appendix ./6 Report on Item 13

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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Remuneration Report 2023

Appendix 1: Frequentis Remuneration Report 2023