Warimpex Finanz und Beteiligungs : Report of the Management Board (on agenda item no.8)

English translation of original German version for convenience purposes only

REPORT

of the Management Board

of

Warimpex Finanz- und Beteiligungs Aktiengesellschaft

pursuant to Section 153 para 4 in conjunction with Sections 169 and 170 para 2 Austrian Stock

Corporation Act

(Exclusion of subscription rights related to authorized capital)

on agenda item 8.

The Management Board and the Supervisory Board of Warimpex Finanz- und Beteiligungs Aktiengesellschaft ("Company" or "Warimpex") intend to ask the Annual General Meeting of the Company for the authorization to increase the share capital of the Company by up to EUR 5,400,000.00 by issuing up to 5,400,000 new, ordinary bearer shares (no-par value shares) against cash payment and/or contribution in kind, also in several tranches, also by way of indirect subscription rights pursuant to Section 153 para 6 of the Austrian Stock Corporation Act and also with partial or full exclusion of subscription rights, within five years from the registration of the respective amendments to the articles of association with the companies register, and to determine the issue price as well as the terms and conditions for the issue, the subscription ratio and the further details of the implementation with the consent of the Supervisory Board. The subscription right in the event of overallotment options in the course of the issue of shares against cash payment shall be excluded.

In addition, the Annual General Meeting is to authorize the Supervisory Board to adopt amendments to the articles of association resulting from the issue of shares with regard to the exercise of the authorized capital. The articles of association of the Company are to be amended accordingly.

The authorized capital to be resolved hereby shall be exercised primarily without the exclusion of subscription rights, however, the possibility of partially or fully excluding subscription rights is provided for.

1. RESOLUTION PROPOSAL

The resolution proposal regarding agenda item 8. is as follows:

8.a) The Annual General Meeting resolves to revoke the existing authorized capital in Article 5.3 of the Articles of Association, according to which the management board is authorized, pursuant to section 169 of the Austrian Stock Corporation Act, to increase the share capital by up to EUR 5,400,000.00 by issuing up to 5,400,000 new ordinary bearer shares (no-par value shares) against cash payment and/or contribution in kind, also in several tranches, also with partial or full exclusion of subscription rights, and to determine the issue price and the terms and conditions of the issue with the consent of the supervisory board, and according to which the supervisory board is authorized to resolve amendments to the Articles of Association resulting from the issue of shares from the authorized capital;

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English translation of original German version for convenience purposes only

as well as

8.b) The Annual General Meeting authorizes the management board, with the approval of the supervisory board, to increase the share capital of the Company by up to EUR 5,400,000.00 by issuing up to 5,400,000 new ordinary bearer shares (no-par value shares) against cash payment and/or contribution in kind within five years after registration of the authorization resolved at the Annual General Meeting on 1 June 2023 including the corresponding amendment to the Articles of Association with the companies register, also in several tranches, and also by way of indirect subscription rights pursuant to section 153 para 6 of the Austrian Stock Corporation Act and also with partial or full exclusion of subscription rights (authorized capital), and to determine the issue price, the terms and conditions of the issue, the subscription ratio and the further details of the implementation with the consent of the supervisory board. Shareholders' subscription rights to the new shares issued from the authorized capital are excluded if and insofar as this authorization (authorized capital) is exercised by issuing shares against cash contributions in the case of greenshoe options in connection with the placement of new Company shares. Furthermore, the Annual General Meeting authorizes the supervisory board to adopt amendments to the Articles of Association resulting from the issue of shares from the authorized capital;

as well as

8.c) Article 5.3 of the Articles of Association in the current version is revoked. It is replaced by the following new Article 5.3 in the revised Articles of Association:

"5.3 Pursuant to Section 169 of the Austrian Stock Corporation Act (AktG), the Management Board is authorized to increase the share capital of the Company, with the approval of the Supervisory Board, by up to EUR 5,400,000.00 by issuing up to 5,400,000 new ordinary bearer shares (no-par value shares) against cash payment and/or contribution in kind within five years after registration of the authorization resolved at the Annual General Meeting on 1 June 2023 including the corresponding amendment to the Articles of Association with the companies register, also in several tranches, also by way of indirect subscription rights pursuant to Section 153 (6) of the Austrian Stock Corporation Act (AktG) and also with partial or full exclusion of subscription rights (authorized capital), and to determine the issue price, the terms and conditions of the issue, the subscription ratio and the further details of the implementation with the consent of the Supervisory Board. Shareholders' subscription rights to the new shares issued from the authorized capital are excluded if and insofar as this authorization (authorized capital) is exercised by issuing shares against cash contributions in the case of greenshoe options in connection with the placement of new Company shares. The Supervisory Board is authorized to adopt amendments to the Articles of Association resulting from the issue of shares from the authorized capital."

The authorized capital to be resolved hereby shall be exercised primarily without the exclusion of subscription rights. Despite this the justification for excluding the subscription right is as follows:

2. LEGAL BASIS

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English translation of original German version for convenience purposes only

With regard to the possibility to exclude the subscription right when exercising the authorized capital, the Management Board must present to the Annual General Meeting a written report on the reason for the exclusion of the subscription right pursuant to Section 153 para 4 in conjunction with Sections 169 and 170 para 2 Austrian Stock Corporation Act.

The Management Board of the Company can only resolve on the issue of new shares from the authorized capital with the consent of the Supervisory Board, irrespective whether the issue of new shares is made against cash or contribution in kind or happens with or without the exclusion of subscription rights. The issue price and the terms and conditions of the issue, as well as, if at all, the exclusion of the subscription right may only be determined by the Management Board with the consent of the Supervisory Board.

The authorized capital to be resolved upon provides for the possibility to exclude the subscription right. The possibility to exclude the subscription right does not mean that the subscription right will be excluded in any case, but merely that the possibility exists to do so. Also, the authorization of the Management Board to increase the share capital under the authorized capital does not in any case mean that there will actually be an increase of the share capital from authorized capital. The Management Board will only be authorized, but not obliged to increase the share capital.

According to the provisions of the Austrian Stock Corporation Act (AktG), it is required already at the time of creation of the authorized capital to present a report on the exclusion of subscription rights to the Annual General Meeting in case the authorized capital provides for the possibility of an exclusion of subscription rights. In the event that it is intended to make use of the authorization and that shares are to be issued with the exclusion of subscription rights, a further report by the Management Board will be required for this purpose, in which the specific reasons for the exclusion of subscription rights have to be explained.

Pursuant to Section 153 para 4 Austrian Stock Corporation Act, shall submit a report on the reason for the partial or full exclusion of subscription rights, thus a report on the objective justification. The exclusion of the subscription right must be in the interest of the Company, it must be suitable to promote the interest of the Company and must be the least restrictive means to pursue this goal, and it must be proportionate and must comply with the principle of equal treatment of shareholders.

For this reason, the Management Board presents with respect to the proposed authorization for the exclusion of subscription rights the following

REPORT

to the Annual General Meeting.

3. INTEREST OF THE COMPANY AND ADVANTAGES FROM THE ISSUE OF NEW SHARES BY EXCLUDING SUBSCRIPTION RIGHTS

3.1 General

The interest of the Company in issuing new shares by excluding the subscription rights can have many aspects. In general, the advantages from the exclusion of subscription rights, as proposed in the proposal for resolution, are in the interest of the Company in particular with regard to the following aspects:

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English translation of original German version for convenience purposes only

• attractive financing possibilities for the Company;
• quick implementation of a capital increase;
• settlement of fractional shares and overallotment options (Greenshoe);
• a favourable possibility for acquisition financing; and
• the exploitation of new groups of investors.

In recent years, the Company has consistently implemented its strategic objective of strengthening its market position in particular in the countries of Central and Eastern Europe. In addition, the Company has also entered new markets in Western Europe. This will also in the future be the cornerstone of Warimpex's strategy.

The Company shall also in the future have the possibility to react quickly and flexibly on national and international markets on favourable offerings or other opportunities for the acquisition of undertakings, businesses or participations in companies or the combination with companies (e.g. project development companies). The proposed authorized capital therefore provides the Company the opportunity, to either raise fundings by way of cash payments against the issue of shares on the capital market, in order to finance the acquisition of such business entities, or to acquire business units by way of a contribution in kind against issue of shares of the Company. In addition, there shall be the possibility to approach also new investors in the course of the exclusion of subscription rights in order to expand the investor base of the Company.

The proposed authorized capital is limited to up to 5,400,000 new shares, this corresponds to 10% of the current share capital of the Company.

3.2 Exclusion of subscription rights in a capital increase against cash payment or contribution in kind for the purpose of attractive financing options

The Management Board intends to ask the Annual General Meeting of the Company for the authorization, to increase the Company's share capital by issuing up to 5,400,000 shares against cash payment and/or contribution in kind, also with the exclusion of subscription rights.

3.2.1 Quick implementation of financing

The preservation of the subscription rights of the shareholders is usually not compatible with the requirements of a quick placement of shares, for example for providing funds for acquisition projects, because a capital increase with the preservation of the subscription rights does not lead to the required short-term funding in the course of acquisitions, and the granting of subscription rights makes the short-term placement of larger blocks of shares with qualified investors very difficult, if not all impossible.

The issue of shares under preservation of the subscription right to an unknown group of people constitutes a public offering and requires the preparation of a prospectus pursuant to the provisions of the EU prospectus regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended; "Prospectus Regulation"). Such a prospectus can hardly be prepared in short time between commercial agreement and the closing of a transaction.

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English translation of original German version for convenience purposes only

The extent of the proposed authorized capital of up to 10% of the current share capital makes it possible to have the new shares also admitted to trading immediately after the issue because the Prospectus Regulation currently does not provide for any further requirements, among other things, no listing prospectus, for an issue of about 20% (20% minus one share) within a period of 12 months.

The funding by one or more qualified investors does not only save the costs for the preparation of a prospectus, but in particular also the costs of a potential bridge financing for the period between closing of a business acquisition and a subsequent capital increase.

Because of the quick issue of new shares, the Company can in single cases cover a special financing need cheaper than by way of a debt financing. In particular in the event of the financing of a business acquisition or a property, but also relating to the coverage of refinancing needs of the Company or one of its subsidiaries, e.g. when a loan expires, it may happen, for example, due to the size of the required financing requirement and/or the tight time frame, that the required financing needs cannot be covered by way of debt financing.

In addition, recent years and months have shown that the situation on the capital market may change very quickly. Very often, there are only short time periods during which shares may be placed on the market. Long waiting which may result from the requirement to prepare a prospectus pursuant to the Prospectus Regulation or a two-week subscription period may lead to the effect that the initially positive mood on the capital market has changed, and that a placement (at favourable terms for the Company) is no longer possible after the end of the work on the prospectus or the subscription period.

A weighing of the interests of the Company in the quick implementation of a financing transaction and the interest of existing shareholders in maintaining their shareholding shows that the exclusion of subscription rights is not disproportionate. In case of a quick and cost- saving execution of the issue of shares (in particular without the preparation of a prospectus), which is in the interest of the Company and the shareholders, and the before described requirements of such a placement of shares, shareholders do in most cases not suffer any, or in some (few) cases no disproportionate harm because of the exclusion of subscription rights. Usually, shareholders should be in a position, even in case of the exercise of the authorized capital by excluding subscription rights, to prevent a dilution of their proportionate share by way of acquiring shares on the stock exchange. And even if the exclusion of subscription rights leads to proportionate dilution, such dilution is limited due to the limitation of the authorized capital to 10% of the current share capital. For this reason, the exclusion of the subscription right is generally acknowledged as being permissible under stock corporation law in the event of a capital increase of up to 10% of the share capital.

The quick implementation of a financing and the described cost advantages are in the interest of the Company and the shareholders.

3.2.2 Special advantages in connection with the exclusion of subscription rights in the event of a capital increase against contribution in kind

The proposed authorized capital also includes the possibility, apart from a capital increase against cash contribution, also to implement a capital increase against contribution in kind, also in several tranches, also by excluding the subscription right.

The Management Board shall also be authorized to exclude the subscription right to the extent a capital increase by way of a contribution in kind is made. This possibility for excluding subscription rights shall enable the Management Board, with the consent of the Supervisory Board, in appropriate cases to acquire properties, companies, businesses, parts of businesses

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