Do : Report of the Executive Board Agenda Item 8

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Report by the Executive Board of DO & CO Aktiengesellschaft Vienna, FN 156765 m, with regard to the authorization of the Executive Board, with the approval of the Supervisory Board, to acquire treasury shares in another way than by stock exchange or by public offer, even under exclusion of the shareholders' right to sell on pro rata basis and to dispose of or use treasury shares in another way than by stock exchange or by public offer and excluding the acquisition rights of shareholders (exclusion of subscription rights) (Agenda item 8: Authorization of the Executive Board to acquire treasury shares) The Executive Board of DO & CO Aktiengesellschaft, (hereinafter also referred to as the "Company"), domiciled in Vienna, submits the following report pursuant to Section 65 (1b) Austrian Stock Corporation Act (AktG) in conjunction with Section 170 (2) AktG and Section 153 (4) second sentence, AktG to the General Meeting of Shareholders of DO & CO Aktiengesellschaft, to be held on 10 July 2025. The Executive Board was authorized by resolution on item 8 of the agenda of the General Meeting of Shareholders held on 20 July 2023 to acquire treasury shares representing up to 10% of the share capital of the Company pursuant to Section 65 (1) no. 8 AktG and to sell treasury shares pursuant to Section 65 (1b) AktG in another way than by stock exchange or by public offer. No use was made of this authorization to acquire treasury shares. The Executive Board of the Company intends to propose to the General Meeting of Shareholders of the Company on 10 July 2025 to adopt the following resolution on agenda item 8: Pursuant to Section 65 (1) no. 4 and no. 8 as well as (1a) and (1b) AktG the Executive Board shall be authorized for a period of 30 months starting from 10 July 2025, i.e. until 9 January 2028, while at the same time revoking the relevant resolution of the General Meeting of 20 July 2023, to acquire non-par value bearer shares of the Company representing up to 10% of the share capital of the Company both by stock exchange or by public offer as well as by any other means, including from individual shareholders or any single shareholder, for a minimum equivalent of EUR 2.00 (two euros) per share and a maximum equivalent of EUR 300.00 (three hundred euros) per share, as well as to determine the buyback conditions, whereby the Executive Board must publish the Executive Board resolution and the respective buyback program based on it, including its duration, in accordance with the statutory provisions (in each case). The Executive Board may exercise this authorization once or several times in total up to a maximum limit of 10% of the share capital within the statutory provisions on the maximum permissible number of treasury shares. The authorization may be exercised in whole or in part or in several parts and in pursuit of one or more purposes by the Company, by a subsidiary (Section 189a no. 7 of the Austrian Commercial Code (UGB)) or by third parties for the account of the Company, in particular (i) for the purpose of implementing an employee participation program, including for members of the Executive Board and senior executives of the Company or its affiliated companies (Section 189a no. 8 UGB) and for long-term incentive plans for members of the Executive Board or (ii) as consideration for the acquisition of companies, businesses, parts of businesses or shares in one or more companies in Austria or abroad. The acquisition may take place on or off the stock exchange in compliance with legal requirements. Trade in treasury shares shall be excluded as purpose of the acquisition. The Executive Board of DO & CO Aktiengesellschaft may resolve on the acquisition by stock exchange or by public offer, subject to the Supervisory Board being notified subsequently of such resolution. Any other form of acquisition shall be subject to the prior approval of the Supervisory Board. An acquisition in another way than by stock exchange or by public offer may be executed with the exclusion of the pro rata disposal rights of the shareholders (reverse exclusion of subscription rights). Pursuant to Section 65 (1b) AktG, the Executive Board shall be authorized for a period of five years following the date of adoption of this resolution, while at the same time revoking the relevant resolution of the General Meeting of 20 July 2023, and subject to the approval of the Supervisory Board, to sell or use treasury shares of the Company in another way than by stock exchange or by public offer and to exclude the shareholders' pro rata purchase right (exclusion of subscription rights) and to determine the terms and conditions of the sale. The authorization may be exercised in whole or in part or in several parts and in the pursuit of one or more purposes by the Company, by a subsidiary (Section 189a no. 7 UGB) or by third parties for the account of the Company. The Executive Board shall be furthermore authorized, while at the same time revoking the relevant resolution of the General Meeting of 20 July 2023, subject to the approval by the Supervisory Board, to decrease the share capital, if necessary, by withdrawing such treasury shares without any further resolution by the General Meeting of Shareholders pursuant to Section 65 (1) no. 8, last sentence, in conjunction with Section 192 AktG. The Supervisory Board shall be authorized to adopt amendments to the Articles of Association resulting from the withdrawal of shares. As the Executive Board may resolve to acquire treasury shares pursuant to Section 65 (1) no. 4 and no. 8 AktG in another way than by stock exchange or by public offer excluding the pro rata disposal rights of shareholders and, pursuant to Section 65 (1b) AktG to use or sell treasury shares acquired pursuant to Section 65 (1) no. 8 AktG in another way than by stock exchange or by public offer excluding the proportional purchase right of the shareholders or to withdraw such treasury shares, the Executive Board submits, pursuant to Section 65 (1b) AktG in conjunction with Section 170 (2) AktG and Section 153 (4), second sentence AktG, a written report on the reasons for such exclusion of subscription rights and/or for the exclusion of the pro rata disposal rights in connection with the acquisition of treasury shares in another way than by stock exchange or by public offer (reverse exclusion of subscription rights). The Executive Board may acquire treasury shares in another way than by stock exchange or by public offer only upon the prior approval of the Supervisory Board; likewise, the Executive Board may sell or use acquired treasury shares in another way than by stock exchange or by public offer or withdraw such treasury shares only upon the prior approval of the Supervisory Board. The Executive Board may resolve on the acquisition by stock exchange or by public offer, subject to the Supervisory Board being notified subsequently of such resolution. The acquisition of treasury shares by stock exchange or by public offer as well as any other way of acquisition of treasury shares, including acquisition from individual shareholders or from a single shareholder, which may be executed excluding the pro rata disposal rights of the other shareholders, is possible for any legally permissible purpose and when an objective differentiation regarding the treatment of shareholders is possible and/or required and, therefore, gives an objective justification for the exclusion of the pro rata disposal right. In particular, an objective differentiation/justification is given in the following cases: In case that one or more shareholders of the Company try to sell a major shareholding, resulting in a risk of a (possibly substantial) deterioration in the stock market price of the shares of the Company. This would not only harm the Company's shareholders but would also impair the Company's capital market financing ability. Such scenario can be prevented if the Company acquires off-exchange, for example by way of block trading, the shares of the shareholder(s) willing to sell. The Company intends to grow further in Austria and abroad. This growth may also take the form of acquiring other companies or businesses. The Executive Board shall have greater flexibility and shall be enabled to act more quickly with regard to future acquisitions of companies and/or businesses. To this end, it may be necessary to quickly dispose of the required acquisition currency in the form of treasury shares to the required extent. Furthermore, it may also be of advantage for the Company to offer treasury shares as full or partial consideration when acquiring other assets, in particular if the respective seller prefers to receive all or part of the purchase price in shares of the Company rather than in cash. For these purposes, the Company shall be enabled to acquire treasury shares off-exchange by block trading from individual shareholders or a single shareholder. The need to acquire treasury shares, if necessary, quickly and without influencing the stock exchange price, may also arise when implementing a program for employee participation including members of the Executive Board and senior executives of the Company or of companies affiliated with it (Section 189a no. 8 UGB) as well as for long-term incentive plans of the members of the Executive Board. The treasury shares acquired pursuant to Section 65 (1) no. 4 and no. 8 and (1a) and (1b) AktG may be sold in any legally permissible way and in another way than by stock exchange or by public offer and by excluding the shareholders' subscription rights in the pursuit of one or more purposes by the Company. The Executive Board shall be able to sell/use treasury shares in another way than by stock exchange, also excluding shareholders' subscription rights, if an objective differentiation regarding the treatment of shareholders is possible and/or required and, therefore, gives an objective justification for off-exchange sale/use and the connected exclusion of subscription rights. In particular, an objective differentiation/justification is given in the following cases: In case the Company tries to sell a larger number of treasury shares by stock exchange or by public offer, this would result in a risk of a (possibly substantial) deterioration in the stock market price of the shares of the Company. This would not only harm the Company's shareholders but would also impair the Company's capital market financing ability. Such scenario can be prevented if the Company sells treasury shares off-exchange excluding the subscription rights of the shareholders. The Company intends to grow further in Austria and abroad. This growth may also take the form of acquiring other companies or businesses. The acquisition of companies, businesses or parts of businesses can be legally structured both as the purchase of specific assets (and liabilities) of a company, business or part of a business (so-called asset deal) and as the acquisition of shares in a company (so-called share deal). Both types of company or (partial) business acquisition, namely asset deal and share deal, are hereinafter collectively referred to as acquisition of a company. In the case of an acquisition of a company, the consideration may consist not only of cash but also of shares in the acquiring company. This can be in the interest of both the Company as purchaser and the seller. While in case of purchase of a company by cash payment of the purchase price this may result in a large outflow of liquidity at the Company, there is no outflow of liquidity at the acquiring company if its consideration consists of the delivery of treasury shares. There may Attention : This is an excerpt of the original content. To continue reading it, access the original document here .

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