Report on the Intended Sale of Treasury Shares

In accordance with Section 65 Paragraph 1b in conjunction with Section 153 Paragraph 4 in conjunction with Section 159 Paragraph 2 Number 3 (analogously) of the Austrian Stock Corporation Act ("AktG"), the Executive Board of Kontron AG, FN 190272m ("Company"), submits to the Company's shareholders the following report on the intended sale of the Company's treasury shares to service stock options granted to employees, senior employees and members of the Executive Board of the Company or an affiliated company within the framework of the stock option program 2024/2025 (Tranches 2024 and 2025).

Stock Option Program 2024/2025

In November 2022, a total of 1,500,000 stock options were granted to the members of the Company’s Executive Board as well as to senior employees of the Company and executives of selected Group companies ("Beneficiaries"), in two tranches (Tranches 2024 and 2025) on the basis of the stock option program 2024/2025 ("AOP 2024/25"). The term of the stock option program began on the issuance date of the stock options, 14 November 2022, and ends after five years.

The stock options under the AOP 2024/25 may be exercised after a waiting period of 36 months following the issuance date and only during the exercise periods defined therein. These periods are 30 trading days, each starting on the second trading day following the publication of the Company's quarterly, half-yearly or annual reports and after the day of the Company’s annual balance sheet press conference. Furthermore, at the time of exercising the stock options, the XETRA stock market price of the Company's stock must be at least 25% above the exercise price.

There is no holding period for shares acquired as a result of the exercise of options. The stock options are transferable only among option holders, not to third parties.

The Company has the option to deliver shares of the Company to the Beneficiaries in any legally permissible manner upon payment of the exercise price or to pay them the value of their claim in cash in lieu of delivering shares (cash settlement), with the decision to be made solely by the Company’s Executive Board.

The fair value of the granted stock options was determined at the issuance date using the "Monte-Carlo" option pricing model and the "Random-Walk" method and is recognized as an expense in the income statement over the vesting period of 36 months.

The details of the AOP 2024/25 are set forth in the Report of the Executive Board pursuant to Section 170 Paragraph 2 in conjunction with Section 153 Paragraph 4 AktG, which is available on the Company's website at https://cms.kontron.com/kontron/ir/agm/bericht_top-10_bezugsrechtsauschluss.pdf.

Buyback and Resale Authorization

The ordinary General Meeting of the Company as of 11 June 2025 authorized the Executive Board to acquire treasury shares in accordance with Section 65 Paragraph 1 Number 8, Paragraph 1a and Paragraph 1b AktG both via the stock exchange and over-the-counter to the extent of up to 10 % of the Company's share capital during a period of validity of 30 months from the date of the resolution. In addition, the ordinary General Meeting of the Company as of 11 June 2025 authorized the Executive Board in accordance with Sect Section 65 Paragraph 1b AktG, with the consent of the Supervisory Board, to decide on a type of sale for the sale or use of treasury shares other than via the stock exchange or by means of a public offer excluding the right of repurchase (reverse subscription right) and to determine the terms the of sale ("Buyback and Resale Authorization"). A report of the Executive Board pursuant to Section 170 Paragraph 2 in conjunction with Section 153 Paragraph 4 in conjunction with Section 65 Paragraph 1b AktG) is available on the Company's website under https://cms.kontron.com/kontron/ir/agm/bericht_top-11_bezugsrechtsauschluss_de_20250425.pdf

Number of Stock Options

Under the AOP 2024/25, a total of 1,500,000 stock options were granted to employees, senior employees and members of the Executive Board of the Company or an affiliated company, entitling them to subscribe for a total of 1,500,000 shares of the Company. Details regarding the allocated stock options can be found in the Remuneration Report 2024.

Of the 1,500,000 stock options, 102,500 (including the recently exercised 15,000 shares) have been exercised so far.

The deadline for exercising stock options from the AOP 2024/25 is 13 November 2027 for all Beneficiaries.

So far, the Company has received one declaration of exercise from an eligible employee, entitling the holder to acquire a total of 15,000 shares of the Company. The Company will fulfil the delivery obligation from its treasury shares.

1,397,500 stock options from the AOP 2024/25, have not yet been exercised and may therefore still be exercised. 395,000 have not been allocated yet.

Regarding the exclusion of shareholders’ right of repurchase

The possibility of selling treasury shares in a way other than via the stock ex-change or a public offer for the purpose of servicing the AOP 2024/25 would be in the interest of the Company and proportionate if it were to be carried out: participation programs are common and widespread in listed companies. The opportunity to acquire shares in the Company is regularly expected by employees, senior employees and members of the Executive Board. It would therefore be a disadvantage for the recruitment of new employees and executives if the Company did not have an employee participation program. Furthermore, employee participation programs represent a motivational incentive and therefore serve to increase the retention period of existing employees and executives as well as to promote sales and profit growth by each individual employee or executive. Stock options are therefore a necessary means of employee retention and contribute to increasing the attractiveness of the Company and its affiliated companies as employers. In the absence of stock options, the Company and its group companies may be forced to pay higher variable salary components to employees, senior employees and members of the Executive Board. After all, investors also expect employees and executives to participate in the success of the Company. The success of the Company's corporate actions therefore also depends on the existence of a stock option program.

The possibility of selling treasury shares in a way other than via the stock ex-change or a public offer for the purpose of servicing stock options is also necessary in order to be able to carry out an employee participation program independently of any conditional and/or authorized conditional capital.

Pursuant to Section 65 Paragraph 1b last sentence AktG, the sale of treasury shares to employees, senior employees and/or members of the Executive Board of the Company or a company affiliated with the Company for the purpose of servicing stock options is justified by law. The possibility of selling treasury shares to these people does not require a resolution (i.e. no separate authorization) by the General Meeting. In addition, however, the Executive Board was granted the Buyback and Resale Authorization by resolution of the ordinary General Meeting of the Company as of 11 June 2025.

The sale of treasury shares to the exclusion of shareholders' ability to acquire these shares does not result in a "typical" dilution of shareholders. Finally, the share of existing shareholders or the voting power from their shares was only "increased" by the fact that the Company has repurchased its own shares and the rights from these shares are suspended as long as they are held by the Company as treasury shares. A reduction in the sphere of the individual existing shareholder only occurs when the Company resells the acquired treasury shares to the exclusion of the shareholders' purchase option. After the sale, the existing shareholders will regain the position they already had before the Company acquired the respective treasury shares. In this context, it should also be noted that due to the small size of the transaction, no controlling interest of a subscriber in the Company can arise. The shareholders will not suffer a significant pecuniary disadvantage due to the small size of the transaction: the intended sale will consist of 15,000 shares (0.02 % of the Company's share capital).

Overall, the exclusion of the repurchase right (subscription right) of the existing shareholders is therefore objectively justified.

The resale of treasury shares with the exclusion of the repurchase rights of existing shareholders for the purpose of servicing stock options is a common and generally accepted process. In addition, the extensive disclosure obligations in connection with the sale of treasury shares – also in connection with any other disclosure obligations that apply to listed companies – ensure comprehensive transparency in connection with the sale of treasury shares. In addition, the exclusion of the right of repurchase (subscription right) is only possible with the consent of the Supervisory Board, so that the Company's Executive Board cannot decide on this matter alone. The interests of the existing shareholders are not exposed to any particular danger as a result.

In summary, the Executive Board of the Company therefore comes to the conclusion that the servicing of the stock options with treasury shares with the exclusion of the shareholders' right of repurchase (subscription rights) complies with the statutory provisions.

Next Steps

After the expiry of a period of 14 days at the earliest after the publication of this report, the Company's treasury shares may be sold under the conditions described above in accordance with the corresponding declaration of exercise by the beneficiary.

Linz, April 2026

The Executive Board of Kontron AG