Frequentis : Proposed resolutions

FREQUENTIS AG

Commercial register no.: FN 72115 b

ISIN: ATFREQUENT09

Agenda and proposed resolutions for the 16th Annual General Meeting on 1 June 2023

1. Item 1: Report of the Executive Board; presentation of the following documents for
   the financial year 2022: 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 2023 from 11 May 2023 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 2022 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 2022 amounting to
   EUR 62,361,166.77 as follows:
   Distribution of a dividend amounting to EUR 0.22 (22 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 Wednesday, 7 June 2023.
3. Item 3: Resolution on the discharge of the members of the Executive Board for the financial year 2022.
   The Executive Board and the Supervisory Board propose that the actions of the members serving on the Executive Board in the 2022 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 2022.
   The Executive Board and the Supervisory Board propose that the actions of the members serving on the Supervisory Board in the 2022 financial year be ratified for this period.

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

5. Item 5: Resolution on the remuneration of the members of the Supervisory Board for the financial year 2022.

The Executive Board and the Supervisory Board propose that the remuneration of the members of the Supervisory Board elected by the General Meeting or delegated by shareholders (shareholder representatives) for the financial year 2022 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 02.06.2022 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 02.06.2022 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.

The members of the Special Committee Commerzialbank Mattersburg shall be entitled to a one-time attendance fee of EUR 2,000.00 for their participation in the meetings of the Special Committee.

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 Annual 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.

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

At the meeting on 29 March 2023, 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 2022 financial year, as made available on the FREQUENTIS AG website registered in the commercial register, www.frequentis.com > Investor Relations > General Meeting > General Meeting 2023 from 11 May 2023 at the latest, be adopted. The remuneration report for the 2022 financial year is attached to this resolution proposal as Appendix ./1.

1. Item 7: Election of the auditors of the annual financial statements and consolidated financial statements for the financial year 2023.
   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 2023 financial year. The proposal of the Supervisory Board is based on a corresponding recommendation by the Supervisory Board's Audit Committee.
2. Item 8: Resolution on the Long Term Incentive Plan 2023.
   The Executive Board and the Supervisory Board propose that the share-based and performance-related incentive and remuneration programme ("Long Term Incentive Plan 2023"), as made available on the FREQUENTIS AG website registered in the commercial register, www.frequentis.com > Investor Relations > General Meeting > General Meeting 2023 from 11 May 2023 at the latest, be adopted. The Long Term Incentive Plan 2023 is attached to this resolution proposal as Appendix ./2.

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

9. Item 9: Resolution on the authorization of the Executive Board to increase the nominal capital pursuant to Section 169 Stock Corporation Act (Authorized Capital) with the possibility to exclude the subscription right in whole or in part and amendment of the Articles of Association in Section 3 as well as authorization of the Supervisory Board to adopt amendments to the Articles of Association arising from the issuance of shares according to the authorized capital.

The Executive Board and the Supervisory Board of FREQUENTIS AG propose the following resolution:

1. The Executive Board shall be authorized to increase, until 31 May 2028 and with the approval of the Supervisory Board, the nominal capital of the Company by up to EUR 6,640,000.00 by issuing up to 6,640,000 new no-par value bearer shares in exchange for cash contributions or contributions in kind, in one or several tranches, also by way of an indirect subscription offer after taking over by one or several credit institutions pursuant to Section 153 Para 6 Stock Corporation Act. Subject to the approval of the Supervisory Board, the Executive Board shall be authorized to exclude in this connection the subscription rights of the shareholders in whole or in part and to determine the issue terms (in particular issue price, object of the contribution in kind, content of share rights, exclusion of subscription rights etc.) with the approval of the Supervisory Board (authorized capital).
   The Supervisory Board shall be authorized to adopt amendments to the Articles of Association arising from the issue of shares from authorized capital.
2. The Articles of Association shall be amended accordingly in Section 3 (Nominal Capital and Shares), so that Section 3 Para 5 (a), now reads as follows:
   "3.5 (a) By resolution of the General Meeting of 1 June 2023, the Executive Board is authorized to increase, until 31 May 2028 and with the approval of the Supervisory Board, the nominal capital of the Company by up to EUR 6,640,000 (six million six hundred and forty thousand) by issuing up to 6,640,000 (six million six hundred and forty thousand) new no-par value bearer shares in exchange for cash contributions or contributions in kind, in one or several tranches, also by way of an indirect subscription offer after taking over by one or several credit institutions pursuant to Section 153 Para 6 Stock Corporation Act. Subject to the approval of the Supervisory Board, the Executive Board is authorized, to exclude in this connection the subscription rights of the shareholders in whole or in part and to determine the issue terms (in particular issue price, object of the contribution in kind, content of share rights, exclusion of subscription rights etc.) with the approval of the Supervisory Board (authorized capital). The Supervisory Board is authorized to adopt amendments to the Articles of Association arising from the issue of shares from authorized capital."

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

10. Item 10: Resolution on (i) the authorization of the Executive Board to issue convertible bonds pursuant to Section 174 Para 2 Stock Corporation Act with the possibility to exclude the subscription right in whole or in part and (ii) the conditional increase of the nominal capital pursuant to Section 159 Para 2 No. 1 Stock Corporation Act and amendment of the Articles of Association in Section 3 as well as authorization of the Supervisory Board to adopt amendments to the Articles of Association arising from the issuance of shares according to the conditional capital.

The Executive Board and the Supervisory Board of FREQUENTIS AG propose the following resolution:

1. The Executive Board shall be authorized to issue, until 31 May 2028 and with the approval of the Supervisory Board, convertible bonds once or repeatedly in a total amount of up to EUR 80,000,000.00, with conversion and/or subscription rights to up to 6,640,000 no-par value bearer shares of the Company representing a pro rata amount of the nominal capital of up to EUR 6,640,000.00, with full, partial or no exclusion of subscription rights, in accordance with the terms and conditions of convertible bonds to be determined by the Executive Board. The fulfilment of the conversion and/or subscription rights may be effected through conditional capital, authorized capital, out of treasury shares or by way of delivery from third parties, or a combination thereof.

1. The Executive Board shall be authorized to determine with the approval of the Supervisory Board and under consideration of the provisions under stock corporation law the issuance and configuration features as well as the bond terms of the convertible bonds (in particular interest rate, issue price, term and denomination, dilution protection provisions, conversion period, conversion rights and obligations, conversion ratio and conversion price). In particular, the following conditions (or a combination thereof) may be provided for:

2. an additional payment to be made in cash and the consolidation or a cash settlement for non-convertible fractions;
3. a fixed or a variable conversion ratio or a determination of the conversion price within a specified range depending on the development of the price of the shares of the Company during the term of the convertible bonds;
4. the right of the Company not to grant shares in the event of conversion (exercise of conversion and/or subscription rights), but to pay an appropriate cash settlement based on the Company's share price;
5. the right of the Company to terminate the convertible bonds prematurely and to repay the convertible bond creditors the issue price of the convertible bonds;
6. the right of the convertible bond creditors to terminate the convertible bonds

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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