IVU Traffic Technologies : Authorisation of Proxy Holders Nominated by the Company

I N F O R M A T I O N O N

A U T H O R I S A T I O N O F A N D I N S T R U C T I O N S T O

P R O X Y H O L D E R S N O M I N A T E D B Y T H E C O M P A N Y

You have the opportunity, by using the form "Authorisation of and instructions to the proxy holders nominated by the Company", to to be represented by a proxy holder nominated by the Company according to your instructions. Please consider the important notes in this form. Furthermore, you may also authorise any third person to exercise your shareholder rights at the Annual General Meeting, in particular the voting rights; for this purpose, please use the separate form "Power of Attorney".

IVU Traffic Technologies AG appoints Ms. Kristin Dietze and Mr. Leon Joneleit, both employees of IVU Traffic Technologies AG, as proxy holders nominated by the Company which are bound by instructions. The proxy holders, based on your authorisation, are only entitled to exercise voting rights if and to the extent you issued explicit instructions to them.

Please note that for casting your vote for granting authorisation and issuing instructions to the proxy holders nominated by the Company, only the forms provided by IVU Traffic Technologies AG or the investor portal are to be used.

Please send the completed form with indication of your shareholder's number (by mail or scanned by email) no later than by May 28, 2024, 24 hours (CEST) (the time of receipt is decisive) to the following address:

-	by mail to:	IVU Traffic Technologies AG
		c/o Computershare Operations Center
		80249 Munich
		Germany
-	or by email to:	[e-mail]

Alternatively, you may also cast your absentee votes (electronic absentee votes) or grant authorisation with instructions to the proxy holders nominated by the Company electronically until May 28, 2024, 24 hours (CEST) by using the investor portal at www.ivu.de/in- vestoren/hauptversammlung/.

Important notes:

Please note that the granting of an authorisation and issuing instructions to the proxy holders nominated by the Company pursuant to the provisions set out above does not replace due registration for the Annual General Meeting. Also, for exercising your voting rights through the proxy holders nominated by the Company who are bound by your instructions, the requirements for the registration to the Annual General Meeting as set out in the invitation to the Annual General Meeting need to be fulfilled. We kindly ask you to duly complete the form for authorisation and instructions and send it back in due time to the address listed above by indication of your admission card number(s).

A change or revocation of authorisations granted to the proxy holders nominated by the Company can be submitted at the above postal address or email address by no later than May 28, 2024, 18:00 hours (CEST) (the time of receipt is decisive). Furthermore, a change or revocation of authorisations granted to the proxy holders nominated by the Company is possible until May 28, 2024, 24 hours (CEST) by using the investor portal provided by the Company on its website at www.ivu.de/investoren/hauptversammlung/.

If IVU Traffic Technologies AG receives authorisations and instructions to the proxy holders nominated by the Company that relate to the same admission card number through various channels (via mail, via email or via the investor portal), the most recently received, duly completed and timely absentee votes or authorisation with corresponding instructions will be considered binding.

When authorising the proxy holders nominated by the Company, please also consider the following: The proxy holders are obligated to vote in accordance with the instructions given to them. The representation by proxy holders nominated by the Company is limited to exercising the voting rights as instructed with respect to the voting on the resolution proposals of the Management Board and/or the Supervisory Board regarding the agenda which were announced by the Company prior to the Annual General Meeting. The proxy holders nominated by the Company will not accept instructions for exercising voting rights with respect to other resolution requests (e.g. procedural motions) or for exercising other shareholder rights (e.g. filing objections, filing motions and asking questions) at the Annual General Meeting. Depending on the voting procedure, in these cases, the proxy holders nominated by the Company will abstain from voting or will not participate in the voting. Also, if the instruction form is not filled out correctly or instructions are not clear, depending on the voting procedure, the proxy holders nominated by the Company will abstain from voting or will not participate in the voting with respect to the respective agenda items.

For questions concerning absentee voting and representation by proxy holders nominated by the Company, you can reach our

annual general meeting-hotline Monday through Friday, except on public holidays, from 9:00 hours to 17:00 hours (CEST) at [phone].

" A U T H O R I S A T I O N O F A N D I N S T R U C T I O N S

TO T HE PR OXY H OLD E RS NOM I NAT ED BY T H E C OM PA NY" F O R T H E A N N U A L G E N E R A L M E E T I N G O F

I V U T R A F F I C T E C H N O L O G I E S A G O N M A Y 2 9 , 2 0 2 4

P A G E 1

If you wish to have your voting rights exercised by a proxy holder nominated by the Company pursuant to your instructions, we kindly ask you to, following due and timely registration, fill out this form and send it back, with indication of your admission card number, by May 28, 2024, 18:00 hours (CEST) (the date of receipt is decisive) by mail or scanned by email to the following address:

by mail:	or alternatively by email
IVU Traffic Technologies AG	[e-mail]
c/o Computershare Operations Center
80249 Munich
Germany

Please also note the possibility to cast your votes by way of granting authorisation and issuing instructions to authorised representatives or the proxy holders nominated by the Company on the investor portal at www.ivu.de/investoren/hauptver- sammlung/.

Authorisation to proxy holders nominated by the Company which are bound by instructions (please fill out and mark where applicable)

_____________________________________________________________________________________________

Last name(s), first name(s) / Company

_____________________________________________________________________________________________

Admission card number

Number of shares

• I/We authorise the proxy holders nominated by IVU Traffic Technologies AG, Ms. Kristin Dietze and Mr. Leon Joneleit, both employees of IVU Traffic Technologies AG, each individually and with the right to delegate this authorisation, under disclo- sure of my/our name(s), to participate in the above-mentioned Annual General Meeting and to exercise or have exercised my/our voting rights on behalf of myself/us pursuant to the instructions as indicated below.

Instructions to proxy holders nominated by the Company

With regard to the exercise of voting rights by the proxy holders nominated by IVU Traffic Technologies AG, I/we give the instruction with respect to the agenda items as listed below.

(You may only give one vote or instruction with respect to each item of the agenda.)

For the pro-

Against the

Item on the agenda

posal of the

proposal of

Voting-

administra-

the admin-

abstention

tion

istration

2.

Resolution on the appropriation of the net profits of IVU Traffic Tech-







nologies AG

3.

Resolution on the discharge of the Executive Board for the 2023 fi-







nancial year

4.

Resolution on the discharge of the Supervisory Board for the 2023







financial year

5.

Resolution on the appointment of the auditor of the annual financial







statements, the auditor of the consolidated financial statements and

the auditor for sustainability reporting for the 2024 financial year

6.

Resolution on the endorsement of the remuneration report pursuant







to Section 162 AktG

7.

Resolution on the authorisation of the Management Board to acquire

treasury shares in accordance with Section 71 para. 1 no. 8 AktG with







the option to exclude subscription rights when selling treasury shares

and cancellation of the authorisation to acquire treasury shares of 29

May 2019

8.

Resolution on the election of Supervisory Board members

8.1

Bert Meerstadt







8.2

Ute Witt







" A U T H O R I S A T I O N O F A N D I N S T R U C T I O N S

TO T HE PR OXY H OLD E RS NOM I NAT ED BY T H E C OM PA NY" F O R T H E A N N U A L G E N E R A L M E E T I N G O F

I V U T R A F F I C T E C H N O L O G I E S A G O N M A Y 2 9 , 2 0 2 4

P A G E 2

				For the pro-			Against the
	Item on the agenda			posal of the			proposal of			Voting-
			administra-			the admin-			abstention
				tion			istration
	8.3 Prof. Dr. Barbara Lenz						
	8.4 Dr. Heiner Bente						
	9. Resolution on the amendment of Section 18(1) of the Articles of						
	Association
	10. Confirmation resolution pursuant to Section 244 AktG regarding the
	resolution on agenda item 2 (Resolution on the appropriation of the						
	balance sheet profit of IVU Traffic Technologies AG) of the Annual
	General Meeting on 25 May 2023

I/We hereby confirm to have read and to accept the "Information on authorisation of and instructions to proxy holders nominated by the Company".

_____________________, on ______________________________________________________________________________

Place

Date

Signature(s) / person(s) making the declaration