Adtran : Report of the Management Board on the authorized capital

[Convenience

Translation]

exclusion

ofthe

shareholders'

subscription

right

will

be

optimally

realized

by

being

sold

on

the

stock market

(if

possible)

or

through

other

means.

The

restriction

to

fractional

amounts

will

minimize

any

dilution

effect.

The

administration

may

also

exclude

the

subscription right

if

capital

is

increased

in

exchange

for

cash

contributions (generally in a total amount of 20% or less of the Company's issue price of the new shares is not significantly lower than the stock market

share capital) as long as the price of the Company share.

The

following

will

count

towards

the

limitation

to

20%

ofthe

share

capital:

•

treasury	shares	that	are	sold	during the period
mutatis	mutandis of	Section	186 (3) sentence
shareholders is	excluded,	and

of	validity of this authorization	in application
4	AktG where the subscription	right of the

•

shares that are issued	or are to	be issued to	service	bonds with	conversion	or Option	rights if	and
	in	application
insofar as the bonds	are issued		during the	period	of validity of this authorization
mutatis mutandis of Section 186	(3) sentence 4 AktG where the	subscription right is excluded.

As

a

result

of this

authorization,

the

Company

will

be

given

the

ability

to

exploit favorable stock

market

situations at short notice	and	strengthen its equity capital	basis.	The
of the Company will not	be	unreasonably affected when	the	issue

interests price is

of set

the at

existing shareholders a level that does not

significantly deviate from the stock market price.	They	continue	to
possibility of maintaining their shareholding	ratio if they wish, by making

have the (financially	equivalent)
additional purchases	on the stock

market

under

essentially

the

same

conditions.

Sesides

the

volurne

limit

for

this

special

case

of

exciusion

for

subscription

rights,

subscription

rights

should

generally

be

excluded

by

the

proposed

authorization

only

if

the

shares

issued

in

exchange

for

contributions

in cash exceed

or in kind with the exclusion of subscription	rights during the	term	of this
20% of the share capital, neither at the time	this authorization	takes	effect

authorization do not nor at the time of its

utilization.

Meiningen,

in

May

2024

Adtran

Networks

SE

The

Executive

Board

Thomas

R.

Stanton

Dr.

Christoph

iingenef"

Ulrich

M.

Dopfer