Frequentis AG: Convocation of the 13th Ordinary General Meeting

on Thursday, 14 May 2020, at 10.00 a.m. (CEST)

Vienna (pta011/16.04.2020/09:35 UTC+2) C O N V O C A T I O N
of the 13th Ordinary General Meeting
of FREQUENTIS AG
on Thursday, 14 May 2020, at 10.00 a.m. (CEST),
in 1120 Vienna, Am Euro-Platz 2, EURO-PLAZA, Building G

The upcoming General Meeting of FREQUENTIS AG on 14 May 2020, will be held as a virtual General Meeting without physical presence of the participants in accordance with Sec 1 para 1 COVID-19 Corporate Act and the regulation of the Austrian Minister of Justice concerning further details regarding the holding of meetings under corporate law without the physical presence of the participants and of passing of resolutions in a different manner (COVID-19 Corporate Regulation in accordance with Sec 1 para 2 COVID-19 Corporate Act).
This means that the shareholders themselves cannot be physically present at the upcoming General Meeting of FREQUENTIS AG on 14 May 2020. We expressly point out that it is not possible for shareholders to come to the venue of the General Meeting in person.
However, due to the current COVID-19 situation FREQUENTIS AG reserves the right to cancel the Ordinary General Meeting for good cause and to hold it at a later time.

[B]AGENDA[/B]
1. Report of the Executive Board; presentation of the adopted annual financial statements including the management report, the consolidated corporate governance report and the consolidated non-financial report as well as the consolidated financial statements including the consolidated management report for the financial year 2019, presentation of the proposal for the appropriation of the profits and the report of the Supervisory Board for the financial year 2019.
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 2019.
4. Resolution on the discharge of the members of the Supervisory Board for the financial year 2019.
5. Resolution on the remuneration of the members of the Supervisory Board for the financial year 2019.
6. Election of the auditors of the annual financial statements and consolidated financial statements for the financial year 2020.
7. Elections to the Supervisory Board.
8. Resolution on the remuneration policy for the Executive Board.
9. Resolution on the remuneration policy for the Supervisory Board.
10. Resolution on the Long Term Incentive Plan 2020.

[B]VIRTUAL GENERAL MEETING[/B]
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 course of the General Meeting and follow the presentation by the Executive Board and the answers to shareholders' questions.
The entire General Meeting will be transmitted on the Internet for this purpose. All shareholders of the Company can follow the General Meeting on the Internet at http://www.frequentis.com/hauptversammlung on 14 May 2020 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 powerful Internet connection. Prior registration is not required for following the General Meeting on the Internet. Further details on the conduct of the virtual General Meeting may be found below (in particular under "CONDUCT OF THE VIRTUAL GENERAL MEETING").
By holding the General Meeting as a virtual meeting in the form described above instead of postponing it to an uncertain later date, both the interests of the Company and the interests of the participants are - in the Executive Board's assessment - served in the best possible way.

[B]REQUIREMENT OF THE APPOINTMENT OF A SPECIAL PROXY HOLDER / INFORMATION ON THE APPOINTMENT OF A REPRESENTATIVE IN ACCORDANCE WITH SEC 113 STOCK CORPORATION ACT[/B]
Requirement of the appointment of a special proxy holder - special provision for the present General Meeting: In accordance with Sec 3 para 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:
- Dr. Wilhelm Rasinger, IVA Interessenverband für Anleger
- Dr. Michael Knap, IVA Interessenverband für Anleger
- Dr. Maria Brandstetter, Attorney at Law
- Mag. 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 http://www.frequentis.com > Investor Relations > General Meeting > General Meeting 2020 as of 23 April 2020. In addition, a form for the revocation of the power of attorney will be available at this place as from the date mentioned. Please read the power of attorney form carefully. In order to ensure seamless processing we recommend always using the power of attorney form provided.
It is recommended that the special proxy holder chosen by the shareholder be contacted in good time if specific instructions are to be given to the special proxy holder authorized by the shareholder to submit a motion, to cast votes and/or to raise an objection in the virtual General Meeting with regard to one or more items on the agenda. Please find below detailed contact information if you wish to contact one of the special proxy holders directly:
- Dr. Wilhelm Rasinger, c/o IVA Interessenverband für Anleger, Feldmühlgasse 22/4, 1130 Vienna, Austria, Tel. +43 (0)1 8763343 30, Fax +43 (0)1 8763343 39, wilhelm.rasinger@iva.or.at
- Dr. Michael Knap, c/o IVA Interessenverband für Anleger, Feldmühlgasse 22/4, 1130 Vienna, Austria, Tel. +43 (0) 664 2138740, Fax +43 (0)1 8763343 39, michael.knap@iva.or.at
- Dr. Maria Brandstetter, Attorney at Law, Stephansplatz 4/VIII, 1010 Vienna, Austria, Tel. +43 (0)1 513 85 12, Fax +43 (0)1 513 85 12-20, office@rechtsberaterin.at
- Mag. Franz-Georg Piskernik, Notary, Knechtel & Piskernik, Public Notaries, Naglergasse 9, 1010 Vienna, Austria, Tel. +43 (0)1 5330847, Fax +43 (0)1 5355523, office@notariat-naglergasse.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 Sec 113 Stock Corporation Act: In accordance with Sec 113 Stock Corporation 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 (Sec 10a Stock Corporation 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 a power of attorney; the power of attorney itself needs not to be sent to the Company in such case.
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, required to appoint one of the abovementioned special proxy holders and issue instructions to that special proxy holder.

[B]SUBMISSION OF THE POWER OF ATTORNEY TO THE COMPANY[/B]
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 until 12 May 2020 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 an objection):
- by e-mail:
for Dr. Wilhelm Rasinger: rasinger.frequentis@hauptversammlung.at or
for Dr. Michael Knap: knap.frequentis@hauptversammlung.at or
for Dr. Maria Brandstetter: brandstetter.frequentis@hauptversammlung.at or
for Mag. Franz-Georg Piskernik: piskernik.frequentis@hauptversammlung.at,
whereas the power of attorney needs to be attached to the e-mail in text form, for example as PDF (please submit powers of attorney pursuant to Sec 113 para 1 Stock Corporation 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 of FREQUENTIS AG) Köppel Nr. 60, 8242 St. Lorenzen am Wechsel, Austria; subject "HV FREQUENTIS AG 2020".
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 place of assembly is expressly excluded.
A power of attorney may be revoked by the shareholder. The aforementioned provisions on granting power of attorney apply analogously to the revocation of a power of attorney. The revocation becomes only effective upon receipt by the Company.

[B]POSSIBILITY OF SHAREHOLDERS TO ACCESS DOCUMENTS[/B]
For preparation for the General Meeting, the following documents will be available to our shareholders as of 23 April 2020 at the latest:
- in relation to 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
- proposal for the appropriation of the profits
- report of the Supervisory Board
- proposals for resolutions concerning agenda items 2 to 10,
- in relation to agenda item 7: declarations pursuant to Sec 87 para 2 Stock Corporation Act and curriculum vitae for the election to the Supervisory Board,
- remuneration policy for the Executive Board in relation to agenda item 8,
- remuneration policy for the Supervisory Board in relation to agenda item 9,
- Long Term Incentive Plan 2020 in relation to agenda item 10
Each shareholder is entitled to access these documents at the Company's headquarters at Innovationsstrasse 1, 1100 Vienna, Austria, during business hours. In view of the current COVID-19 situation, please refrain from visiting our business premises. Upon request, each shareholder will be provided with a copy of the aforementioned documents by mail immediately and free of charge.
The specified documents, the complete text of this convocation, and forms for granting and revoking a proxy and all further publications of the Company in connection with this General Meeting will also be freely available on the Company's website at http://www.frequentis.com > Investor Relations > General Meeting > General Meeting 2020 as of 23 April 2020 at the latest, and shall be provided in electronic form pursuant to Sec 119 para 9 Stock Exchange Act 2018, to the extent required by law.

[B]RECORD DATE, ATTENDANCE OF THE GENERAL MEETING AND DEPOSIT CONFIRMATION[/B]
Pursuant to Sec 111 para 1 Stock Corporation 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, 4 May 2020, 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 proof 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 (Sec 10a Stock Corporation 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 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 deposit holding as of 4 May 2020, 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 11 May 2020, 24.00 hours (CEST) , solely by one of the following means:
- by e-mail: anmeldung.frequentis@hauptversammlung.at; the deposit confirmation needs to 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 mail, courier or in person to:
c/o HV-Veranstaltungsservice GmbH (as authorized recipient of FREQUENTIS AG) Köppel Nr. 60, 8242 St. Lorenzen am Wechsel, Austria; subject "HV FREQUENTIS AG 2020".
Transmission of the deposit confirmation to the Company shall also constitute registration of the shareholder for the attendance of the General Meeting. A deposit confirmation used to evidence the current shareholder status must not be older than seven days upon presentation to the Company.
Banks are requested to send deposit confirmations where possible collectively (in list format). The shareholders are not blocked by registering their attendance at the General Meeting or by sending deposit confirmations; shareholders may freely dispose of their shares after registration or transmission of a deposit confirmation.

[B]INFORMATION ON SHAREHOLDER RIGHTS IN CONNECTION WITH THE GENERAL MEETING[/B]

Request for the inclusion of agenda items
Pursuant to Sec 109 Stock Corporation 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 enclose 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-relations@frequentis.com) at the latest on the 21st day before the General Meeting, i.e. at the latest on 23 April 2020.
In the case of deposited bearer shares, together with the request, a deposit confirmation must be submitted 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 OF 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 23 April 2020.

Resolution proposals by shareholders
Pursuant to Sec 110 Stock Corporation Act, shareholders whose shareholding (individually or) in the aggregate equals 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 of 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-relations@frequentis.com and must be received no later than 5 May 2020. Admissible resolution proposals will be made available within two working days as of receipt on the Company's website at http://www.frequentis.com > Investor Relations > General Meeting > General Meeting 2020.
In the case of deposited bearer shares, together with the proposal, a deposit confirmation must be submitted 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 OF 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 5 May 2020.
Pursuant to Sec 119 para 2 Stock Corporation Act, a resolution proposal that has been published on the Company's website in accordance with Sec 110 Stock Corporation 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 pursuant to Sec 87 para 2 Stock Corporation Act of a nominated person replaces the justification. Regarding the election of members of the Supervisory Board, the General Meeting shall take into consideration the criteria of Sec 87 para 2a Stock Corporation 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 the professional reliability. With regard to nominations for the election of Supervisory Board members, it is also announced that Sec 86 para 7 Stock Corporation Act concerning the equal representation of women and men in the Supervisory Board and the minimum quota requirement pursuant to Sec 86 para 7 Stock Corporation Act (= 30%) are not applicable to the Company for as long as the Supervisory Board of the Company consists of less than six shareholder representatives. At present, the Supervisory Board of the Company is composed of five shareholder representatives (four men and one woman) and three employee representatives (two men and one woman). Due to the inapplicability of Sec 86 para 7 Stock Corporation Act, no objection was raised pursuant to Sec 86 para 9 Stock Corporation Act. The Supervisory Board of the Company does not intend to increase the number of shareholder representatives to six or more at this General Meeting.
Pursuant to Sec 87 para 6 Stock Corporation Act, FREQUENTIS AG, as a listed company, must publish proposals for the election of Supervisory Board members including the declarations pursuant to Sec 87 para 2 Stock Corporation 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 7 May 2020, otherwise the person concerned may not be included in the vote. Accordingly, it is not possible to make a respective proposal only at the General Meeting.

Right to information
Pursuant to Sec 118 Stock Corporation 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 deny providing 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. Providing information may also be denied if such information has been continuously available on the Company website registered with the commercial register in the form of question and answer for at least seven days prior to the beginning of the General Meeting.
We kindly ask the 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, 12 May 2020, 24.00 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 http://www.frequentis.com > Investor Relations > General Meeting > General Meeting 2020 as of 23 April 2020. 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.
In this way, you enable the Executive Board to prepare as accurately as possible for the questions you have submitted at the General Meeting.
We would like to expressly point out that the right to information pursuant to Sec 118 Stock Corporation Act may - in accordance with Sec 3 para 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 Sec 119 Stock Corporation 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 proposed resolution of a shareholder pursuant to Sec 110 Stock Corporation 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 to Sec 110 Stock Corporation Act, to be accompanied by a declaration pursuant to Sec 87 para 2 Stock Corporation 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 Sec 3 para 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").

[B]CONDUCT OF THE VIRTUAL GENERAL MEETING[/B]
As the General Meeting will be transmitted on the Internet at http://www.frequentis.com/hauptversammlung on 14 May 2020 from approx. 10:00 a.m., all shareholders who wish to do so will be able to follow the course of the General Meeting - including the presentation by the Executive Board and the answers to shareholders' questions - in real time via this audio-visual connection.
Duly registered shareholders will have the opportunity to electronically submit their questions in text form even during the General Meeting within a certain time frame after the opening of the General Meeting to the special proxy holders or the Company, i.e. to
Dr. Wilhelm Rasinger: rasinger.frequentis@hauptversammlung.at or
Dr. Michael Knap: knap.frequentis@hauptversammlung.at or
Dr. Maria Brandstetter: brandstetter.frequentis@hauptversammlung.at or
Mag. 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 http://www.frequentis.com > Investor Relations > General Meeting > General Meeting 2020 as of 23 April 2020. 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.
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 further 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:
Dr. Wilhelm Rasinger: rasinger.frequentis@hauptversammlung.at or
Dr. Michael Knap: knap.frequentis@hauptversammlung.at or
Dr. Maria Brandstetter: brandstetter.frequentis@hauptversammlung.at or
Mag. 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 share for which power of attorney has been granted and telephone number in case of any questions) must be stated and the conclusion of the declaration must be made recognizable by reproducing the signature of the name or otherwise (Sec 13 para 2 Stock Corporation 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 cannot be ensured.
The shareholders therefore 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.
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 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.

[B]TOTAL NUMBER OF SHARES AND VOTING RIGHTS[/B]
According to Sec 120 para 2 No. 1 Stock Exchange Act 2018, it is announced that the nominal capital of FREQUENTIS AG amounts to EUR 13,200,000.00 at the date of the convocation of this General Meeting, and is divided into 13,199,999 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).
At the time of convocation of the General Meeting, FREQUENTIS AG holds no own shares. The total number of shares entitled to participate and vote at the time of the convocation is therefore 13,200,000.
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.

[B]INFORMATION TO SHAREHOLDERS REGARDING DATA PROCESSING[/B]
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 Sec 10a para 2 Stock Corporation Act, i.e. name, address, date of birth, number of the securities deposit, number of shares of 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 Stock Corporation Act. The legal basis for the processing therefore is Article 6 para 1 lit 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 para 1 lit f GDPR). For the processing FREQUENTIS AG is 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 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 (Sec 117 Stock Corporation Act) and thereby also have access to the personal data contained therein (inter alia name, place of residence, shareholding relationship). FREQUENTIS AG also has the statutory obligation to annex 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 (Sec 120 Stock Corporation Act) as part of the notarial protocol.
In addition, the shareholders', respectively representatives', personal data may also be transferred to the competent authorities or bodies if necessary.

How long is the shareholders' personal data stored?
Shareholders' or their representatives' data will be anonymized or deleted as soon as it is no longer necessary 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 corporate, stock corporation and takeover law, from tax and duties law as well as from anti money laundering regulations. If legal claims are made by shareholders against FREQUENTIS AG or vice versa 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 its legally binding conclusion.

What rights do shareholders have with regard to their personal data?
Every shareholder, respectively representative, has a right to 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, respectively 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, respectively 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, http://www.frequentis.com/en/privacy_policy.

Vienna, April 2020

The Executive Board

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.

(end)

Emitter:	Frequentis AG Innovationsstraße 1 1100 Wien Austria
Contact Person:	Stefan Marin
Phone:	+431811501074
E-Mail:	stefan.marin@frequentis.com
Website:	www.frequentis.com
ISIN(s):	ATFREQUENT09 (Share)
Stock Exchange(s):	Vienna Stock Exchange (Official Trade)
Other Stock Exchanges:	Regulierter Markt in Frankfurt