Frequentis AG: Convocation of the 14th Ordinary General Meeting

on Thursday, 20 May 2021, at 10.00 a.m. (CEST)

Vienna (pta019/20.04.2021/10:00 UTC+2)

FREQUENTIS AG

with corporate seat in Vienna

Commercial Register Number: FN 72115 b

ISIN: ATFREQUENT09

C O N V O C A T I O N

of the

14th Annual General Meeting

of

FREQUENTIS AG

on Thursday, 20 May 2021, at 10.00 a.m. (CEST), 

in EURO-PLAZA, Building G, Am Euro-Platz 2, 1120 Vienna, Austria

In view of the COVID-19 pandemic, to protect the shareholders and other participants at our General Meeting, the Executive Board has decided, after careful consideration, that the 14th Annual General Meeting will be held without the physical presence of the shareholders. In the assessment of the Executive Board, this takes into account in the best possible manner both the interests of the Company and the interests and wellbeing of the participants.

The upcoming Annual General Meeting of FREQUENTIS AG on 20 May 2021 will be held as a virtual General Meeting without physical presence of the participants in accordance with Section 
1 (1) COVID-19 Corporate Act (COVID-19-GesG, latest version) and the regulation of the Austrian Minister of Justice concerning further details of holding meetings under company law without the physical presence of the participants and passing of resolutions in a different manner (COVID-19 Corporate Regulation, latest version) in accordance with Section 1 (2) COVID-19 Corporate Act).

Conducting the General Meeting as a virtual General Meeting in accordance with the COVID-19 Corporate Act leads to modifications in the usual conduct of the meeting and the exercise of shareholders’ rights. This means, in particular, shareholders and their proxies (with the exception of the special proxy holders) may not be physically present at the General Meeting of FREQUENTIS AG on 20 May 2021 and therefore cannot be admitted to the venue. The General Meeting will be held exclusively with the physical presence of the Chairman of the Supervisory Board and/or a representative of the Chairman of the Supervisory Board, the members of the Executive Board, the public notary, the auditor’s representative, and the four special proxy holders nominated by the Company. Further, employees of the Company or of the service provider engaged by the Company involved in organizing the General Meeting may be present, insofar as this is necessary for the conduct of the General Meeting.

Due to the COVID-19 situation, FREQUENTIS AG reserves the right to cancel the Annual General Meeting for good cause and to hold it at a later time.

AGENDA

1. Report of the Executive Board; presentation of the following documents for the financial year 2020: 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 profit.

2. Resolution on the appropriation of the balance sheet profit.

3. Resolution on the discharge of the members of the Executive Board for the financial year 2020.

4. Resolution on the discharge of the members of the Supervisory Board for the financial year 2020.

5. Elections to the Supervisory Board.

6. Resolution on the remuneration of the members of the Supervisory Board for the financial year 2020.

7. Resolution on the remuneration report.

8. Election of the auditors of the annual financial statements and consolidated financial statements for the financial year 2021.

9. Resolution on the Long-Term Incentive Plan 2021.

Item 5 has been included in the agenda at the written request of Frequentis Group Holding GmbH pursuant to Section109 (1) of the Austrian Companies Act (AktG) (request on inclusion of agenda items). Frequentis Group Holding GmbH is a shareholder entitled to submit a motion within the meaning of the above provision because it meets the requirement of holding shares in FREQUENTIS AG amounting to five percent of the share capital over a period of at least three months prior to submission of the request. The motion was supported by substantiated proposals for resolutions, which have been published accordingly by FREQUENTIS AG.

VIRTUAL GENERAL MEETING

For the purpose of holding a virtual General Meeting, the Company's shareholders will have the opportunity to participate in the General Meeting from any location via an audio-visual link in real time. All shareholders who wish to do so will therefore be able to follow the General Meeting – including the presentation by the Executive Board, the general debate, answers to shareholders' questions, and the adoption of the resolutions – and respond to developments at the General Meeting.

The entire General Meeting will be transmitted on the Internet for this purpose. This permitted under data protection law in accordance with the statutory basis of Section 3 (1), (2) and (4) of the COVID-19 Corporate Act. All shareholders of the Company can follow the General Meeting on the Internet at www.frequentis.com/hauptversammlung on 20 May 2021 from 10:00 a.m. From a technical point of view, in order to participate in / follow the virtual General Meeting, the participants require, in particular, an Internet-enabled device capable of displaying the General Meeting visually and acoustically in real time (e.g., a PC including a monitor, a notebook, a tablet or a smartphone), as well as a sufficiently fast Internet connection. It will also be possible to listen to the General Meeting over the phone. Prior registration is not required to follow the General Meeting on the Internet or by telephone. The live transmission of the General Meeting on the Internet is not a two-way connection and does not allow remote participation within the meaning of Section 102 (3) No. 2 of the Austrian Companies Act (AktG) in conjunction with Section 126 AktG. The Company is only responsible for the use of technical communications media insofar as these are attributable to its sphere. Further details of the conduct of the virtual General Meeting can be found below (in particular under "CONDUCT OF THE VIRTUAL GENERAL MEETING").

REQUIREMENT TO APPOINT A SPECIAL PROXY HOLDER / 
INFORMATION ON THE APPOINTMENT OF A Representative IN ACCORDANCE WITH SECTION 113 AUSTRIAN COMPANIES ACT

Requirement to appoint a special proxy holder – special provision for the present General Meeting: In accordance with Section 3 (4) of the COVID-19 Corporate Regulation a motion may be submitted, votes cast, and objections raised at this virtual General Meeting exclusively by one of the following special proxy holders:

- Florian Beckermann, IVA Interessenverband für Anleger

- Dominik Hube, IVA Interessenverband für Anleger

- Dr. Maria Brandstetter, Attorney at Law

- Franz-Georg Piskernik, Notary

Each shareholder can freely choose one of the abovementioned persons as special proxy holder and grant this person power of attorney.

For the granting of power of attorney to those special proxy holders, a special form will be available on the Company's website at www.frequentis.com > Investor Relations > General Meeting > General Meeting 2021 from 29 April 2021. In addition, a form for the revocation of the power of attorney will be available there from the same date. Please read the power of attorney form carefully. In order to ensure seamless processing, we recommend always using the power of attorney form provided.

Shareholders are recommended to contact the special proxy holder they have authorized in good time if they wish to give the proxy holder specific instructions on the submission of motions, voting, and/or raising an objection to one or more agenda items at the General Meeting. Please find below detailed contact information in case you wish to contact one of the special proxy holders directly:

- Florian Beckermann, c/o IVA Interessenverband für Anleger, Feldmühlgasse 22/4, 1130 Vienna, Austria, beckermann.frequentis@hauptversammlung.at or

- Dominik Huber, c/o IVA Interessenverband für Anleger, Feldmühlgasse 22/4, 1130 Vienna, Austria, huber.frequentis@hauptversammlung.at or

- Dr. Maria Brandstetter, Attorney at Law, Stephansplatz 4/VIII, 1010 Vienna, Austria, brandstetter.frequentis@hauptversammlung.at or

- Franz-Georg Piskernik, Notary, Knechtel & Piskernik, Public Notaries, Naglergasse 9, 1010 Vienna, Austria, piskernik.frequentis@hauptversammlung.at

FREQUENTIS AG bears the costs for the representation by the abovementioned special proxy holders. All other costs, in particular own banking fees for the deposit confirmation or postal charges, have to be borne by the shareholder.

Information on the appointment of a representative in accordance with Section 113 Austrian Companies Act: In accordance with Section 113 (1) Austrian Companies Act, each shareholder who is entitled to attend the General Meeting has the right to appoint a natural or legal person as representative who attends the General Meeting on behalf of the shareholder and has the same rights as the shareholder represented. Shareholders are not restricted in terms of the number of persons they appoint to represent them and in their choice of representatives. Each power of attorney must name the representative(s). If a shareholder grants power of attorney to the bank where he/she has deposited his/her shares (Section 10a Austrian Companies Act) subject to the agreement of that bank, it is sufficient for the bank to provide the Company – in addition to the deposit confirmation – with a declaration by one of the permitted means that it has been granted power of attorney; in such cases, there is no need to send the power of attorney to the Company.

Please note: If a shareholder wishes to cast a vote, submit motions for resolutions or object to one or more items on the agenda at the General Meeting, the shareholder or the representative appointed by the shareholder is, in accordance with the special provision of Section 3 (4) COVID-19 Corporate Regulation, required to appoint one of the abovementioned special proxy holders and issue instructions to that special proxy holder.

If a person other than one of the aforementioned special proxy holders is appointed as a representative, for the purpose of exercising voting rights, the right to submit motions, and the right to raise objections, it is essential to ensure that one of the four special proxy holders is given power of attorney in order to ensure an effective chain of powers of attorney (sub-power of attorney). 

SUBMISSION OF THE POWER OF ATTORNEY TO THE COMPANY

Declarations concerning the granting of powers of attorney – in particular regarding the granting of power of attorney to one of the abovementioned special proxy holders – need to be sent to the Company in text form, if possible by 18 May 2021 at 12.00 hours (CEST) (receipt), solely by one of the following means (in this context, we again expressly point out the requirement to appoint a special proxy holder for casting votes, submitting motions for resolutions and/or raising any objections):

- by e-mail: 

for Florian Beckermann: beckermann.frequentis@hauptversammlung.at or
for Dominik Huber: huber.frequentis@hauptversammlung.at or
for Dr. Maria Brandstetter: brandstetter.frequentis@hauptversammlung.at or
for Franz-Georg Piskernik: piskernik.frequentis@hauptversammlung.at,

The power of attorney must be attached to the e-mail in text form, for example as a PDF (please submit powers of attorney pursuant to Section 113 (1) Austrian Companies Act, which are granted to persons other than the abovementioned special proxy holders, in the form described, to vollmacht.frequentis@hauptversammlung.at),

- by fax: +43 (0)1 8900 500 69,

- via SWIFT: GIBAATWGGMS (Message Type MT598 or MT599, please ensure that ISIN ATFREQUENT09 is indicated in the wording),

- via mail, courier or in person to:
c/o HV-Veranstaltungsservice GmbH (as authorized recipient for FREQUENTIS AG) Köppel Nr. 60, 8242 St. Lorenzen am Wechsel, Austria; subject "HV FREQUENTIS AG 2021".

The power of attorney sent to one of the four special proxy holders cannot be accessed by the other special proxy holders.

Personal delivery of the power of attorney at the venue of the meeting is expressly excluded.

Power of attorney may be revoked by the shareholder. The aforementioned provisions on granting power of attorney apply analogously to the revocation of the power of attorney. The revocation only becomes effective upon receipt by the Company.

ARRANGEMENTS FOR SHAREHOLDERS To Access DOCUMENTS

To prepare for the General Meeting, the following documents will be made available to our shareholders on 29 April 2021 at the latest:

- Re agenda item 1:

- annual financial statements including 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

- Proposed resolutions on agenda items 2 to 9,

- Declaration by the candidate pursuant to Section 87 (2) Austrian Companies Act, including a curriculum vitae, relating to the election to the Supervisory Board proposed in Item 5 (provided by Frequentis Group Holding GmbH),

- Remuneration report re agenda item 7,

- Long Term Incentive Plan 2021 re agenda item 9

Each shareholder is entitled to access these documents at the Company's headquarters at Innovationsstrasse 1, 1100 Vienna, Austria, during business hours. However, in view of the current COVID-19 situation, we request that you refrain from visiting our business premises. Upon request, each shareholder will be provided with a copy of the aforementioned documents by post immediately and free of charge.

The specified documents, the complete text of this convocation, the forms for granting and revoking power of attorney, a form for submitting questions, and all further publications of the Company in connection with this General Meeting will also be freely available on the Company's website at www.frequentis.com > Investor Relations > General Meeting > General Meeting 2021 from 29 April 2021 at the latest, and will be provided in electronic form pursuant to Section 119 (9) Stock Exchange Act 2018, to the extent required by law.

RECORD DATE, ATTENDANCE AT THE GENERAL MEETING AND DEPOSIT CONFIRMATION

Pursuant to Section 111 (1) Austrian Companies Act, the right to attend the General Meeting and to exercise the shareholder's rights that are exercised during the General Meeting is determined for bearer shares by the shares held and for registered shares by the entry in the share register, in each case at the end of the tenth day before the date of the General Meeting (record date), therefore by the shares held/the entry in the share register on Monday, 10 May 2021, 24.00 hours (CEST).

Participation in the General Meeting is limited to persons who are shareholders on the record date and – in case of bearer shares – provide evidence thereof to the Company.

Evidence of shareholdings on the relevant date must be furnished for deposited bearer shares by way of a confirmation issued by the bank where the shareholder has deposited his/her shares (deposit confirmation) if the bank is domiciled in a member state of the EEA or OECD. Shareholders who have deposited their shares with a bank which does not meet these criteria are requested to contact the Company.

The deposit confirmation must be issued in German or English in accordance with the relevant statutory provisions (Section 10a Austrian Companies Act) and contain the following information:

1. Details of the issuing bank: name/company name and address or a code commonly used for interbank transactions (SWIFT-CODE),

2. Shareholder details: name/company name and address, in the case of natural persons additionally the date of birth, in the case of legal persons, if applicable, additionally the commercial register and registration number under which the entity is registered in its country of origin,

3. Deposit account number or other relevant description,

4. Details of the shares: number of shares and their designation or ISIN (ATFREQUENT09),

5. Express declaration that the confirmation relates to the deposited shareholding as of 10 May 2021, 24.00 hours (CEST).

Evidence of shareholder status at the record date in the form of a deposit confirmation must be received by the Company no later than by 17 May 2021, 24.00 hours (CEST), solely by one of the following means:

- by e-mail: anmeldung.frequentis@hauptversammlung.at; the deposit confirmation must be attached to the e-mail in text form, for example as PDF,

- by fax: +43 (0)1 8900 500 69,

- via SWIFT: GIBAATWGGMS (Message Type MT598 or MT599, please ensure that ISIN ATFREQUENT09 is indicated in the wording),

- via post, courier or in person to:
c/o HV-Veranstaltungsservice GmbH (as authorized recipient for FREQUENTIS AG) Köppel Nr. 60, 8242 St. Lorenzen am Wechsel, Austria; subject "HV FREQUENTIS AG 2021".

Transmission of the deposit confirmation to the Company shall also constitute registration of the shareholder to attend the General Meeting. A deposit confirmation used as evidence of the current shareholder status must not be older than seven days upon presentation to the Company.

Banks are requested to send deposit confirmations collectively where possible (as a list). Registering to attend the General Meeting or by sending deposit confirmations does not impose any constraints on shareholders; they may freely dispose of their shares after registration or transmission of a deposit confirmation.

INFORMATION ON SHAREHOLDER RIGHTS IN CONNECTION WITH THE GENERAL MEETING

Request for the inclusion of agenda items

Pursuant to Section 109 Austrian Companies Act, shareholders whose shares (individually or) collectively amount to at least five percent of the nominal capital may request that items be added to the agenda of the General Meeting and published. Each requested agenda item must include a proposed resolution along with a statement of reasons (each document must be filed at least in a German version). The applicants must have held their shares continuously for at least three months prior to filing the request. The written shareholder request (signed by each applicant personally or duly signed by the company or bearing a qualified electronic signature) must be received by the Company (FREQUENTIS AG, attn. Mr. Stefan Marin, Innovationsstrasse 1, 1100 Vienna, Austria, e-mail: investor@frequentis.com) at the latest on the 21st day before the General Meeting, i.e. at the latest on 29 April 2021.

In the case of deposited bearer shares, each request must be accompanied by a deposit confirmation stating that the applicant(s) has/have held his/her/their shares for at least three months without interruption at the time the request is submitted and which is not older than seven days at the time it is received by the Company. For several shareholders who only together hold the required shareholdings amounting to five percent of the nominal capital, the deposit confirmations for all shareholders must refer to the same point in time (day, time). Other than that, the same rules apply to the issue, content and submission of deposit confirmations as set out above under "RECORD DATE, ATTENDANCE AT THE GENERAL MEETING AND DEPOSIT CONFIRMATION".

If the request and one or more deposit confirmations are sent to the Company separately, all documents must be received by the Company no later than 29 April 2021.

Resolution proposals by shareholders

Pursuant to Section 110 Austrian Companies Act, shareholders whose shareholding (individually or) collectively amount to one percent or more of the nominal capital may submit resolution proposals in text form concerning any item on the agenda, and request that these be made available on the Company website registered with the commercial register, together with the names of the respective shareholders, a justification to be submitted together with the proposal, and any comments by the Executive Board or Supervisory Board. A proposal for a resolution must be submitted in any case in a German version.

Resolution proposals must be addressed to FREQUENTIS AG, attn. Mr. Stefan Marin, Innovationsstrasse 1, 1100 Vienna, Austria, fax +43 (0)1 811 50 77 1074, e-mail: 
investor@frequentis.com and must be received no later than 10 May 2021. Admissible resolution proposals will be made available within two working days of receipt on the Company's website at www.frequentis.com > Investor Relations > General Meeting > General Meeting 2021.

In the case of deposited bearer shares, each request must be accompanied by a deposit confirmation stating that the applicant(s) is/are shareholder(s) at the time the confirmation was issued and which is not older than seven days at the time it is received by the Company. For several shareholders who only together hold the required shareholdings amounting to one percent of the nominal capital, the deposit confirmations for all shareholders must refer to the same point in time (day, time). Other than that, the same rules apply to the issue, content and submission of deposit confirmations as set out above under "RECORD DATE, ATTENDANCE AT THE GENERAL MEETING AND DEPOSIT CONFIRMATION".

If the proposal and one or more deposit confirmations are sent to the Company separately, all documents must be received by the Company no later than 10 May 2021.

Pursuant to Section 119 (2) Austrian Companies Act, a resolution proposal that has been published on the Company's website in accordance with Section 110 Austrian Companies Act may only be voted on if it is repeated at the meeting as a proposal.

For elections to the Supervisory Board the following must be observed: 

In case of a proposal for the election of a member of the Supervisory Board, the statement by the nominated person pursuant to Section 87 (2) Austrian Companies Act replaces the justification. Regarding the election of members of the Supervisory Board, the General Meeting shall take into consideration the criteria of Section 87 (2a) Austrian Companies Act; in particular the professional and personal qualifications of the members of the Supervisory Board, a balanced composition of expertise of the Supervisory Board, aspects of diversity and internationality as well as professional reliability. 

With regard to nominations for the election of Supervisory Board members, it is also announced that if the number of shareholder representatives is increased to the maximum of six members permitted by the Articles of Association, Section 86 (7) Austrian Companies Act concerning the equal representation of women and men on the Supervisory Board and the minimum quotas of 30% women and 30% men pursuant to Section 86 (7) Austrian Companies Act are applicable to the Company.

Pursuant to Section 86 (9) Austrian Companies Act, no objection to the overall fulfilment of the minimum quota requirements of Section 86 (7) Austrian Companies Act has been was raised no later than six weeks before the election. Therefore, the minimum quota of 30% women and 30% men shall be fulfilled jointly by the shareholder and employee representatives on the Supervisory Board.

At present, the Supervisory Board is composed of five shareholder representatives (four men and one woman) and three employee representatives (two men and one woman). At this General Meeting, no member needs to be elected to attain the number of five shareholder representatives.

In order to increase the number of shareholder representatives on the Supervisory Board to the maximum of six permitted by the Articles of Association, a member is now to be elected to bring this number to six: with a view to the overall fulfilment of the gender quota requirement on the Company’s Supervisory Board, at least three seats on the Supervisory Board must be filled by women and least three seats on the Supervisory Board must be filled by men, in order to meet the minimum quota required by Section 86 (7) Austrian Companies Act.

Pursuant to Section 87 (6) Austrian Companies Act, FREQUENTIS AG, as a listed company, must publish proposals for the election of Supervisory Board members, including the declarations pursuant to Section 87 (2) Austrian Companies Act for each proposed person, on the Company's website no later than on the fifth working day prior to the General Meeting, i.e. on 12 May 2021, otherwise the person concerned may not be included in the vote. Accordingly, it is not possible to nominate a candidate at the General Meeting.

Right to information

Pursuant to Section 118 Austrian Companies Act, each shareholder shall be provided with information on the Company's affairs upon request at the General Meeting to the extent that such information is required for the proper assessment of an item on the agenda. This obligation to provide information also extends to the legal and business relationships of the Company with affiliated companies, the state of affairs of the group, and the companies included in the consolidated financial statements. Such information must comply with the principles of diligent and truthful accountability. The Company may refuse to provide information to the extent that, according to sound business judgment, it might cause material damage to the Company or an affiliated company or if providing such information would constitute a punishable offense. The provision information may also be refused if such information has been continuously available on the Company website registered with the commercial register in the form of a question and answer for at least seven days prior to the beginning of the General Meeting.

We kindly ask shareholders to submit all questions in text form by e-mail to the e-mail address fragen.frequentis@hauptversammlung.at in good time prior to the General Meeting so that they arrive at the Company no later than on the second day before the General Meeting, i.e. Tuesday, 18 May 2021, 12.00 hours (CEST). For this purpose - at least for the first question – please use the question form (in order to establish the identity and conformity with the deposit confirmation), which will be available on the Company's website at www.frequentis.com > Investor Relations > General Meeting > General Meeting 2021 from 29 April 2021. For any further questions from the same shareholder, a simple e-mail from the same e-mail address from which the question form was sent will be sufficient. If this question form is not used, the personal details of the shareholder (name/company, date of birth/commercial register no. of the shareholder, and, if possible, the deposit account number, number of shares for which the power of attorney was granted, and a telephone number for questions) must be included in the e-mail and the end of the declaration must be made recognizable by reproducing the signature of the name or otherwise (Section 13 (2) Austrian Companies Act) to permit determination of the identity of the shareholder and conformity with the confirmation of deposit.

In this way, you enable the Executive Board to prepare as accurately as possible for the questions you ask at the General Meeting.

We would like to expressly point out that the right to information pursuant to Section 118 Austrian Companies Act may – in accordance with Section 3 (1) COVID-19 Corporate Regulation – also be exercised by the shareholders during the General Meeting in the form specified below (see under "CONDUCT OF THE VIRTUAL GENERAL MEETING").

Right to propose motions

Pursuant to Section 119 Austrian Companies Act, each shareholder, the Executive Board, and the Supervisory Board are entitled to propose motions on any agenda item during the General Meeting. The prerequisite for this is evidence of the entitlement to attend the General Meeting. A resolution may not be adopted regarding a topic of discussion that has not been properly announced as an agenda item.

A resolution proposed by a shareholder pursuant to Section 110 Austrian Companies Act only becomes a motion if it is repeated at the General Meeting.

It is pointed out again that for a shareholder to propose the election of a Supervisory Board member the submission of a draft resolution in accordance with Section 110 Austrian Companies Act, accompanied by a declaration pursuant to Section 87 (2) Austrian Companies Act (see above), is mandatory.

It is expressly pointed out that the right of shareholders to submit motions at the General Meeting (as specified below) may – in accordance with Section 3 (4) COVID-19 Corporate Regulation – only be exercised by one of the special proxy holders listed above (see under "CONDUCT OF THE VIRTUAL GENERAL MEETING").

CONDUCT OF THE VIRTUAL GENERAL MEETING

As the General Meeting will be transmitted on the Internet at www.frequentis.com/hauptversammlung on 20 May 2021 from approx. 10:00 a.m., all shareholders who wish to do so will be able to follow the General Meeting – including the presentation by the Executive Board, the general debate, the answers to shareholders' questions – and to respond to developments at the General Meeting in real time via this audio-visual connection. There will also be an option to listen in over the telephone. Prior registration is not necessary to follow the General Meeting on the Internet or over the telephone.

Shareholders that have registered to participate in the General Meeting will have the opportunity to electronically submit their questions in text form even during the General Meeting to the special proxy holders or the Company within a certain time frame after the opening of the General Meeting, i.e. to

Florian Beckermann: beckermann.frequentis@hauptversammlung.at or

Dominik Huber: humber.frequentis@hauptversammlung.at or 

Dr. Maria Brandstetter: brandstetter.frequentis@hauptversammlung.at or

Franz-Georg Piskernik: piskernik.frequentis@hauptversammlung.at or 

the Company: fragen.frequentis@hauptversammlung.at.

For this purpose – at least for the first question – please use the question form (in order to establish the identity and conformity with the deposit confirmation), which will be available on the Company's website at www.frequentis.com > Investor Relations > General Meeting > General Meeting 2021 from 29 April 2021. For any further questions from the same shareholder, a simple e-mail from the same e-mail address from which the question form was sent will be sufficient. If this question form is not used, the personal details of the shareholder (name/company, date of birth/commercial register no. of the shareholder, and, if possible, the deposit account number, number of shares for which the power of attorney was granted, and a telephone number for questions) must be included in the e-mail and the end of the declaration must be made recognizable by reproducing the signature of the name or otherwise (Section 13 (2) Austrian Companies Act) to permit determination of the identity of the shareholder and conformity with the confirmation of deposit. 

The questions submitted by the shareholders prior to or during the General Meeting within the time frame will be read out at the General Meeting by the chairman of the General Meeting or a person designated by the chairman.

The chairman of the General Meeting will structure the course of the General Meeting in terms of time, as is the case with a conventional General Meeting, and will, in particular, give notice of a specific appropriate time by which questions may be asked.

The shareholders will also have the opportunity to submit and / or amend their instructions, in particular with regard to the submission of motions, the casting of votes or changes to their instructions regarding the casting of votes on one or more items on the agenda, but also the raising of objections to one or more items on the agenda to the respective special proxy holder, even during the General Meeting, up to a certain appropriate point in time to be announced by the chairman. For this purpose, please send a simple e-mail to the e-mail address of your special proxy holder:

Florian Beckermann: beckermann.frequentis@hauptversammlung.at or

Dominik Huber: huber.frequentis@hauptversammlung.at or 

Dr. Maria Brandstetter: brandstetter.frequentis@hauptversammlung.at or

Franz-Georg Piskernik: piskernik.frequentis@hauptversammlung.at.

In this simple e-mail, the person making the declaration (name/company name, date of birth/commercial register number of the shareholder as well as, to the extent possible, deposit number, number of shares for which power of attorney has been granted and telephone number in case of any questions) must be stated and the end of the declaration must be made recognizable by reproducing the signature of the name or otherwise (Section 13 (2) Austrian Companies Act) in order to enable the special proxy holder to determine the identity and conformity with the power of attorney.

Please note that, in all probability, only electronic communication with your special proxy holder will be possible during the General Meeting and that, in particular, the availability of the special proxy holder by telephone or SMS cannot be ensured.

In this way, the shareholders have the opportunity to react to developments at the General Meeting themselves, for example by asking a question or supplementary questions as well as by submitting alternative motions.

If, during the General Meeting, doubts should arise with regard to the identity of a shareholder, the Company reserves the right to verify this in a suitable manner.

Attention is drawn to the fact that it may be necessary to interrupt the virtual General Meeting for a short time in order to process any shareholders' instructions to the special proxy holders received during the General Meeting. 

The Executive Board endeavours to ensure the highest possible quality of decision-making for shareholders in the context of the abovementioned communication channels and opportunities for participation.

Shareholders requiring technical or organizational support ahead of the General Meeting should address their questions to investor@frequentis.com. Further, for technical and organizational support on the day of the General Meeting, shareholders can contact a hotline on + 43 664 264 26 45 from 9 a.m. CEST (local time in Vienna).

TOTAL NUMBER OF SHARES AND VOTING RIGHTS

Pursuant to Section 120 (2) No. 1 Stock Exchange Act 2018, it is announced that the nominal capital of FREQUENTIS AG amounts to EUR 13,280,000.00 at the date of the convocation of this General Meeting, and is divided into 13,279,999 bearer shares and one registered share with restricted transferability (share No. 1). Each share grants one vote; in addition, the holder of share No. 1 is entitled, in accordance with the Articles of Association, to appoint one third of all members of the Supervisory Board (i.e. one third of the maximum number of shareholder representatives pursuant to the Articles of Association of the Company).

On 15 April 2021 (transmission of the printing data for the convocation of the General Meeting to Wiener Zeitung), FREQUENTIS AG holds no treasury shares. The total number of shares entitled to participate and vote as of this date is therefore 13,280,000. In this context, attention is drawn to the present share repurchase programme, under which FREQUENTIS AG purchases shares in the Company. Further details of the current status of the share repurchase programme are available at: www.frequentis.com > Investor Relations > Share > SHARE REPURCHASE 2021.

Pursuant to Article 7.3.3 of the Articles of Association of FREQUENTIS AG, a dividend resolved by the General Meeting is due within 30 days from the resolution of the General Meeting, unless the latter decides otherwise.

Information fOR shareholders ON data processing

Which personal data of shareholders is processed and for what purposes?

FREQUENTIS AG processes personal data of shareholders and their representatives (in particular those pursuant to Section 10a (2) Austrian Companies Act, i.e. name, address, date of birth, number of the securities deposit, number of shares held by the shareholder, type of share if applicable, number of the voting card and, if applicable, name and date of birth of the proxy holder(s)) on the basis of the applicable data protection regulations, in particular the European General Data Protection Regulation (GDPR) and the Austrian Data Protection Act, in order to enable shareholders to exercise their rights at the General Meeting.

In this connection the shareholders' and their representatives' personal data is processed for the following purposes:

- Organization and holding of General Meetings, including verification of the right to attend/power of attorney and determination of the voting ratio

- Participation of shareholders in the General Meeting and exercise of shareholder rights

- Preparation of registration, power of attorney and attendance lists

- Preparation of the minutes of the General Meeting

- Fulfilment of compliance obligations, including recording, disclosure and reporting obligations.

The processing of the shareholders' and their representatives personal data is mandatory for the participation of shareholders and their representatives in the General Meeting in accordance with the Austrian Companies Act. The legal basis for the processing therefore is Article 6 (1) c GDPR (compliance with a legal obligation) and for the purpose of FREQUENTIS AG's legitimate interest in the organisation of the General Meeting (Article 6 (1) f GDPR). For the purpose of processing, FREQUENTIS AG is the controller as defined in Article 4 No. 7 GDPR.

To whom is the shareholders' personal data transferred?

FREQUENTIS AG uses external service providers, such as notaries, lawyers, banks and IT service providers, for the purpose of organizing the General Meeting. These service providers receive only such personal data from FREQUENTIS AG as is necessary for the performance of the commissioned service, and, where they are processors as defined in Article 4 No. 8 GDPR, process the data solely on the instructions of FREQUENTIS AG. Where legally required, FREQUENTIS AG has concluded a data protection agreement with these service providers.

If a shareholder or representative participates in the General Meeting, the members of the Executive Board and Supervisory Board, the notary and any other person with a legal right to attend may view the list of participants stipulated by statute (Section 117 Austrian Companies Act) and thereby also have access to the personal data contained therein (inter alia name, place of residence, shareholding ratio). FREQUENTIS AG also has the statutory obligation to attach the shareholders' and representatives' personal data (in particular the list of participants) to the notarial protocol of the General Meeting and submit such data to the public commercial register at the competent commercial register court (Section 120 Austrian Companies Act) as part of the notarial protocol.

In addition, the shareholders’ or their representatives' personal data may be transferred to the competent authorities or bodies if necessary.

How long is the shareholders' personal data stored for?

Shareholders' or their representatives' data will be anonymized or deleted as soon as it is no longer needed for the purposes for which it was collected or processed, and no other legal obligations require further storage. Obligations to provide evidence and to retain records arise in particular from Austrian company, securities, and takeover law, from tax and duties law, and anti-money-laundering regulations. If legal claims are made by shareholders against FREQUENTIS AG or by FREQUENTIS AG against shareholders, the storage of personal data serves to clarify and enforce claims in individual cases. In connection with proceedings before civil courts, this can lead to storage of data for the duration of the statute of limitations plus the duration of the court proceedings up to their legally binding conclusion.

What rights do shareholders have with regard to their personal data?

Every shareholder or shareholder representative has a right of access, rectification, restriction, objection and deletion at any time with regard to the processing of personal data as well as a right to data portability in accordance with Chapter III GDPR. Shareholders and shareholder representatives can assert these rights against FREQUENTIS AG free of charge by e-mail to dataprotection.officer@frequentis.com or the following point of contact: FREQUENTIS AG, attn. Data Protection Officer, Innovationsstrasse 1, 1100 Vienna, Austria.

In addition, shareholders and their representatives have the right to lodge a complaint with the data protection authority (data protection supervisory authority pursuant to Article 77 GDPR).

Further information

Further information on data protection can be found in the data protection declaration on the website of FREQUENTIS AG, www.frequentis.com/en/privacy_policy.

Vienna, April 2021

The Executive Board

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