Do : Report of the Executive Board Agenda Item 9

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Report by the Executive Board of DO & CO Aktiengesellschaft Vienna, FN 156765 m, with regard to authorizing the Executive Board, subject to the consent of the Supervisory Board, to issue new shares under the exclusion of the shareholders' pre-emptive rights (Agenda item 9 - Authorized Capital 2025) All members of the Executive Board submit to the 27 th Annual General Meeting of DO & CO Aktiengesellschaft, held on 10 July 2025, the following report by the Executive Board of DO & CO Aktiengesellschaft, domiciled in Vienna, pursuant to Section 170 (2) AktG (Austrian Stock Corporation Act) in conjunction with Section 153 (4) second sentence AktG. DO & CO Aktiengesellschaft (the "Company"), domiciled in Vienna and residing at 1010 Vienna, Stephansplatz 12, registered in the Company Register under FN 156765 m, currently has issued 10,983,458 no-par value bearer shares with voting rights. The share capital of the Company currently amounts to EUR 21,966,916.--. The Company's Executive Board intends to propose that the Company's 27 th Annual General Meeting of 10 July 2025 adopt the following resolution regarding agenda item 9 : Resolution on the (renewed) authorization of the Executive Board, while at the same time revoking the relevant resolution of the General Meeting of 31 July 2020, for a duration of five years starting with the registration of the respective amendment to the Articles of Association in the Commercial Register to increase the share capital from a present nominal value of EUR 21,966,916.00 by EUR 2,196,691.00 by issuing up to 1,098,345 new bearer shares (no-par value shares) pursuant to Section 169 AktG - if necessary in several tranches - in the form of a cash capital increase and/or in the form of a capital increase by contribution in kind, to determine the price, the conditions and further details for the implementation of the capital increase, in each case with the approval of the Supervisory Board, if the subscription right was not excluded pursuant to lit. cc) to offer the new shares by way of an indirect subscription right pursuant to Section 153 (6) AktG, to exclude shareholders' subscription rights with the approval of the Supervisory Board, if the share capital increase for cash is executed in one or more tranches and the new shares are offered to one or more institutional investors by way of a private placement and the shares for which the subscription right shall be excluded do not exceed 10% (ten per cent) of the Company's share capital registered in the Commercial Register at the time of the amendment to the Articles of Association; if the share capital increase by contribution in kind is done for the purpose of the acquisition of a company and business units or parts of such or of shares in one or more companies inside or outside of Austria, to service share transfer programs, in particular long-term incentive plans or other participation programs for employees, senior executives and members of the Executive Board of the Company or an affiliated company as well as other employee participation models; to exclude fractional amounts from the shareholders' subscription rights, or to fulfil an additional allocation option (greenshoe) granted to the underwriting banks, with regard to which the Supervisory Board is authorized to amend the Articles of Association which follow from issuing shares out of the Authorized Capital [Authorized Capital 2025], and Resolution on the corresponding amendment to the Company's Articles of Association in Section 5 para 5. With regard to the option to exclude the subscription right in utilizing the Authorized Capital 2025, the Executive Board, pursuant to Section 170 (2) AktG in conjunction with Section 153 (4) second sentence AktG, shall furnish a written report on the reason for such exclusion to the General Meeting of Shareholders. The Company's Executive Board may issue shares from the Authorized Capital 2025 only upon the approval of the Supervisory Board, regardless of whether such new shares are issued against contributions in cash or in kind or excluding or including the subscription right. Face value, issuing terms and other details of the execution of the capital increase may be specified by the Executive Board only by agreement with the Supervisory Board. The Authorized Capital 2025, amounting to up to EUR 2,196,691,-- may be utilized once or several times until the proposed final deadline (five years as of the registration of the respective change of the Articles of Association in the Commercial Register). Altogether, a maximum of 1.098.345 new no-par value bearer shares may be issued from the Authorized Capital 2025. This corresponds to 10% of the present share capital . The authorization for the exclusion of the shareholders' subscription rights in case of a cash capital increase is in the Company's interest for the following reasons: It is in the Company's interest to entirely or partly quickly cover a financing and/or refinancing need by placing blocks of shares and/or to quickly strengthen the equity base of the Company. In order to gain the required flexibility of financing and/or refinancing and in particular to be able to grant a major equity contribution, in the course of such financing and/or refinancing, it is necessary that the required equity may be obtained quickly. Since decisions on covering a capital or financing and/or refinancing need typically need to be made quickly, it is important that the Company does not depend on the rhythm of the Annual General Meetings or on the long convocation period of an extraordinary General Meeting. The authorization to exclude the subscription right in case of a cash capital increase, if new shares are offered to one or more institutional investors in the course of a private placement, in case of a financing need serves the aim to be able to directly and quickly contact strategic institutional investors or an entirely new area of institutional investors and to comparably, quickly and cost efficiently obtain the potentially required financial means against issuance of new shares, which amount to a quota of 10% of the share capital registered with the Commercial Register at the time of amending the Articles of Association, and to optimize the conditions of a capital increase in the interest of all shareholders. In addition, the placement risk, which otherwise is connected to a public offer with granting subscription rights, may be reduced in a private placement with an exemption of the subscription rights. The capital increase with excluding the subscription right enables a quick and safe placement of new shares within a short offer period. This enables the Company to use offered market chances, in particular with regard to the price level of the shares, quickly and flexibly for a capital increase. By authorizing to issue new shares and to exclude the subscription right the Company, furthermore, is in the position to use the advantages of a market standard procedure in an international capital market environment, the so-called accelerated bookbuilding-procedure, and thus to also reduce the placement risk with regard to the capital increase considerably. By excluding the subscription rights, the Company has the possibility to contact one or several selected investors in advance, who undertake to purchase a certain amount of shares. By being able to guarantee individual investors a fixed allocation, on the one hand, usually the achievable issuance price of new shares for the Company is increased and, on the other hand, a positive effect for the fixed placement and take-over of shares usually increases the transaction security to the benefit of the Company for potential future issuances with subscription rights. For strategic reasons, it may be beneficial for the Company to acquire a specific institutional investor as a new shareholder for the Company and/or strengthen the shareholder structure with regard to institutional investors already holding shares. Furthermore, in case of a private placement with an exclusion of subscription rights, if structured appropriately, the prospectus requirement and the respective resulting preparation periods and considerable costs allocated with a public offer may be avoided, which considerably reduces the costs of obtaining financial means for the Company to the benefit of the Company and the shareholders and also enables an implementation of the capital measure in a quicker way. With regard to the duration of the Authorized Capital 2025 of five years as of the respective registration of the amendment of the Articles of Association in the Commercial Register no statement can be made with regard to the issuance price of young shares to institutional investors at the moment, because this depends both on the development of DO & CO and on the price development of the DO & CO share. The Executive Board will consider the then applicable market conditions and the then applicable share price level of the DO & CO shares when determining the issuance price. Due to the liquid market for DO & CO shares and the restriction of the subscription rights to a quota of 10% of the share capital at most, a dilution of the shareholders with respect to their shareholding in the Company's value and their voting rights can be kept within appropriate limits. Shareholders interested in maintaining their shareholding quota may obtain the respective number of shares in the Company via the stock exchange. Summarizing, the Company by excluding the subscription right, is in the position to cover a respective financing need of the Company on a short-term basis and effectively by adding additional equity - however, restricted to 10% of the share capital registered in the Commercial Register at the time of amending the Articles of Association. This not only lies in the interest of the Company, but also in the interest of all shareholders. The exclusion of the subscription right in case of a private placement to institutional investors, furthermore, also lies in the interest of the Company and its shareholders, because only such measures can ensure that institutional investors (may) purchase shares in the Company in a sufficient number and, thus, strengthen the equity basis of the Company. The subscription right exclusion, furthermore, enables the Company to considerably reduce the costs of the respective capital measure. An exclusion of the subscription right thus lies in the interests of the Company and of the shareholders, is an adequate and required means to achieve the aims lined out above, is proportional and thus objectively justified. New shares may be issued from the Authorized Capital 2025 excluding the subscription right when the sale of such shares is the consideration or part of such consideration for the acquisition of businesses or operations or parts thereof or stakes in one or more companies in the home country and abroad. The acquisition of businesses or operations or parts thereof may take the legal form of a purchase of certain assets (and liabilities) of a business, operation or parts thereof (a so- called asset deal) or the acquisition of shares in a company (a so-called share deal). Attention : This is an excerpt of the original content. To continue reading it, access the original document here .

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