EQS-AGM: Fabasoft AG: Convocation of the Annual General Meeting

EQS-News: Fabasoft AG / Announcement of the Convening of the General
Meeting
Fabasoft AG: Convocation of the Annual General Meeting

02.06.2022 / 10:19
Announcement of the Convening of the General Meeting, transmitted by EQS –
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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CONVOCATION

of the

Annual General Meeting

of

Fabasoft AG (commercial register no. 98699x)

Security identification number 922985

ISIN AT0000785407

on

Monday 4 July 2022, 10 a.m.

at

Courtyard by Marriott Hotel, Europaplatz 2, 4020 Linz

 

Convening of the Annual General Meeting with the physical presence of the
shareholders

 

The 2nd COVID-19 Measures Act (BGBl. II No. 156/2022) came into force on
16 April 2022. Pursuant to the Act, an annual general meeting with
physical presence, as a meeting of bodies of legal entities, is
permissible.

For this reason and in view of the positive development in Austria with
regard to the COVID-19 health situation, the Management Board has decided
to hold this year’s Annual General Meeting of Fabasoft AG as an Annual
General Meeting with physical presence.

Of course, the health of the shareholders is of top priority for Fabasoft.
That is why organisational measures have been taken, in particular with
regard to the rooms and hygiene. Additional rooms have been organised at
the venue, for example, to enable an appropriate minimum distance.

Depending on the situation, Fabasoft AG reserves the right to take
additional safety measures in consultation with the authorities or even
perhaps cancel the Annual General Meeting at short notice should the
current situation change.

 

Agenda:

1. Report of the Managing Board and the Supervisory Board, presentation of
the established annual financial statements, the management report, the
corporate governance report, the consolidated financial statements and
group management report for the fiscal year from 1 April 2021 to 31 March
2022 (2021/2022) as well as the proposal regarding the appropriation of
earnings.

2. Resolution regarding the appropriation of the net profit reported in
the 2021/2022 annual financial statements.

3. Resolution regarding the discharge of the members of the Managing Board
for the fiscal year 2021/2022.

4. Resolution regarding the discharge of the members of the Supervisory
Board for the fiscal year 2021/2022.

5. Resolution regarding den remuneration report.

6. Resolution regarding the determination of the remuneration of the
members of the Supervisory Board for the fiscal year 2022/2023.

7. Report of the Managing Board regarding the purchase and utilisation of
treasury shares pursuant to § 65 (3) AktG.

8. Elections to the Supervisory Board.

9. Election of the auditors of the annual financial statements and
consolidated financial statements for the fiscal year 2022/2023.

10. Resolution regarding the authorisation of the Managing Board to
increase the share capital in compliance with § 169 AktG (authorised
capital) with the option of excluding subscription rights and amending of
the Articles of Association in § 4 and passing of a resolution authorising
the Supervisory Board to make the amendments to the Articles of
Association associated with the issue of shares from the authorised
capital as well as revocation of the resolution adopted by the Annual
General Meeting on 5 July 2021.

11. Resolution regarding the authorisation of the Managing Board to
purchase treasury shares pursuant to § 65 (1) (4) AktG as well as
revocation of the respective resolution adopted by the Annual General
Meeting on 5 July 2021.

12. Resolution regarding the authorisation of the Managing Board to
purchase treasury shares pursuant to § 65 (1) (8) AktG as well as to
redeem shares and the authorisation of the Supervisory Board to amend the
Articles of Association associated with the redemption of shares as well
as revocation of the respective resolution adopted at the Annual General
Meeting on 5 July 2021.

13. Resolution regarding the authorisation of the Managing Board to also
use and sell treasury shares in a way other than via the stock exchange or
through public tender for any purpose permitted by law even under
exclusion of the general subscription option of the shareholders
(exclusion of subscription rights) as well as revocation of the respective
resolution adopted in the Annual General Meeting on 5 July 2021.

14. Resolution regarding the amendment of the Articles of Association
under item 7.4 concerning the presentation of the annual budget (estimate)
by the end of every fiscal year.

15. Report of the Managing Board regarding the employee stock option
models set up by the company.

Documents for the Annual General Meeting:

As preparation for the Annual General Meeting, the following documents
will be available for the shareholders as of 13 June 2022 at the latest:

– Annual report of the company;

– Annual financial statements with management report;

– Corporate governance report;

– Consolidated financial statements with group management report;

– Proposal regarding appropriation of profit;

– Report of the Supervisory Board pursuant to § 96 AktG;

– Report of the Managing Board pursuant to § 65 (3) AktG;

each for the fiscal year 2021/2022,

– Joint resolution proposals of the Managing Board and the Supervisory
Board to the agenda items 2, 3, 4, 5, 6, 10, 11, 12, 13 and 14 including
the proposal for the appropriation of profit, the resolution proposals of
the Supervisory Board to the agenda items 8 and 9 as well as the statement
pursuant to § 87 (2) AktG regarding the persons proposed for election to
the Supervisory Board concerning their specialist qualification, their
professional and similar positions and that there are no circumstances,
which could give rise to concerns of possible conflicts of interest;

– Report of the Managing Board pursuant to § 65 (1b) AktG in conjunction
with §§ 153 (4) and 170 (2) AktG;

– Report of the Managing Board regarding agenda items 10 and 12;

– Remuneration policy and remuneration report for the Managing Board and
Supervisory Board;

– Articles of Association with indication of the proposed amendments

Each shareholder is entitled to view these documents, on the premises of
the head office of the company at Honauerstraße 4, 4020 Linz, Austria
during business hours.

The documents listed above, the complete text of this convocation and
forms for the granting and revocation of a power of attorney and all other
publications of the company in connection with this Annual General Meeting
will also be available free of charge on the website of the company
[1] www.fabasoft.com (section Investor Relations, point Annual General
Meeting, [2] www.fabasoft.com/agm) no later than 13 June 2022 and their
publications are effected electronically insofar this is required by law
pursuant to § 119 (9) Stock Exchange Act 2018.

Participation of shareholders in the Annual General Meeting

The right to participate in the Annual General Meeting and the exercising
of voting rights and all other shareholder rights to be asserted during
the Annual General Meeting depend on the ownership of shares on the record
date, i.e. 24 June 2022 midnight UTC+2/CEST (local time Linz).

Only those who are shareholders on this record date and who provide
evidence of this fact to the company are entitled to participate in the
Annual General Meeting.

Bearer shares held in a deposit

Evidence of share ownership on the record date shall be provided by
confirmation of the bank maintaining the deposit of the shareholder (safe
custody receipt), provided said bank is headquartered in a member state of
the EEA or the OECD. Shareholders who do not fulfil this condition, are
requested to contact the company.

Pursuant to the legal provisions (§10a AktG), the safe custody receipt
must be issued in either German or English and must include the following
disclosures:

1. Details of the issuing bank: Name (company) and address;

2. Details of the shares: Name (company) and address, date of birth in the
case of natural persons, where applicable register and register number in
the case of legal entities;

3. Information on the securities account number; or other designation;

4. Details of the shares: Number of shares and their designation or ISIN;

5. Specific information verifying that the safe custody receipt refers to
the shareholding on 24 June 2022 at midnight UTC+2/CEST (local time Linz,
Austria).

Safe custody receipts must be received by the company not later than 29
June 2022, at midnight UTC+2/CEST (local time Linz, Austria) exclusively
by one of the following communication methods:

by email: anmeldung.fabasoft@hauptversammlung.at (safe custody receipt as
pdf attachment with qualified electronic signature pursuant to § 4 (1) SVG
(Signature and Trust Services Act), immutable document)

by mail/courier: Fabasoft AG, c/o HV-Veranstaltungsservice GmbH, Köppel
60, 8242 St. Lorenzen am Wechsel

by SWIFT: GIBAATWGGMS – message type MT598 or MT599; please make sure
to indicate the ISIN AT0000785407 in the text.

Submission of the safe custody receipt also serves as registration of the
shareholder for participation in the Annual General Meeting.

The safe custody receipt can also be submitted in text form in advance by
fax (+43 (0) 1 8900 500 50) or email to
anmeldung.fabasoft@hauptversammlung.at. However, it is imperative that the
original of the safe custody receipt is submitted to the company by mail,
courier, email with a qualified electronic signature or by SWIFT
communication network in compliance with the above-mentioned statements.

The banks are requested to submit the safe custody receipts together (in
list form) if possible.

Registration for the Annual General Meeting or submission of a safe
custody receipt does not entail any limitations over the disposal of
shares for shareholders; shareholders may therefore dispose freely over
their shares after they have registered for the Annual General Meeting or
submitted a safe custody receipt.

Representation of shareholders in the Annual General Meeting

Each shareholder entitled to participate in the Annual General Meeting has
the right to appoint a natural or legal entity to participate as a proxy.
The proxy participates in the Annual General Meeting in the name of the
shareholder and has the same rights as the shareholder whom he/she
represents. Each power of attorney must indicate the proxy by name. The
shareholder is not limited in the number or choice of the persons he/she
appoints, however, the company itself or a member of the Managing Board or
Supervisory Board may only exercise the right to vote as a proxy insofar
the shareholder has given express instructions regarding the individual
agenda items.

After consultation with its bank maintaining the deposit, the shareholder
may appoint said bank as the proxy. In this case it suffices for the bank
to submit a statement that it has been granted power of attorney to the
company in addition to the safe custody receipt by an approved
communication method (see above), it is not necessary in this case that
the power of attorney itself is submitted to the company.

A granted power of attorney can be revoked by the shareholder. The
revocation does not become effective until such time as it is received by
the company.

Statements regarding the appointment and revocation of powers of attorney
may only submitted to the company via the following communication method
in text form at the latest by 1 July 2022, 16:00 UTC+2/MESZ (local time
Linz):

by fax: +43 (0) 1 8900 500 50

by email: anmeldung.fabasoft@hauptversammlung.at (statement as pdf
attachment, immutable document)

by mail/courier: Fabasoft AG, c/o HV-Veranstaltungsservice GmbH, Köppel
60, 8242 St. Lorenzen am Wechsel

by SWIFT: GIBAATWGGMS – message type MT598 or MT599; please make sure
to indicate the ISIN AT0000785407 in the text.

Submission on the day of the Annual General Meeting is only permitted in
person by means of presentation of the registration for the Annual General
Meeting at the venue of the meeting.

We recommend the use of the form for the granting or revoking of a power
of attorney, which is available on the Internet at [3] www.fabasoft.com
(section Investor Relations, point Annual General Meeting).

As a special service, Mr Ewald Oberhammer M.A., Oberhammer Rechtsanwälte
GmbH, Vienna, is available as an independent proxy for the exercising of
voting rights subject to instruction at the Annual General Meeting. Direct
contact is possible in the event of interest:

by mail/courier to: Fabasoft AG, c/o HV-Veranstaltungsservice GmbH, Köppel
60, 8242 St. Lorenzen am Wechsel

By fax: +43 (0) 1 8900 500 50

By email: oberhammer.fabasoft@hauptversammlung.at

The submissions are sent to HV-Veranstaltungsservice GmbH, which assumes
the trust for the processing for Mr Oberhammer M.A.

The voting proxy will be present at the Annual General Meeting and also
available via the email address during the Annual General Meeting. Please
note that this email address, oberhammer.fabasoft@hauptversammlung.at,
serves solely for the availability of Mr Oberhammer M.A. also during the
Annual General Meeting.

Fabasoft AG shall bear the costs of the voting proxy. The shareholder
shall bear all other costs, in particular his/her own bank fees for the
safe custody receipt or postage expenses.

Rights of shareholders in connection with the Annual General Meeting

Shareholders who have individually or jointly held a 5 % of share capital
for at least three months can request in writing that additional items be
added to the agenda for this Annual General Meeting and be made public;
such requests must be received by 13 June 2022 at the latest. Each such
requested agenda item must be accompanied by a proposal for resolution
including a statement of reasons.

Shareholders who individually or jointly hold 1% of the share capital can
propose resolutions with respect to each agenda item in text form by 23
June 2022 at the latest, whereby a statement of reason must be included,
and can also request that these proposals with the names of the
shareholders concerned be made available on the company’s website. The
following must be observed with regard to the elections to the Supervisory
Board (agenda item 8): For a proposal to the election of a Supervisory
Board member, the declaration of the proposed person replaces the
statement of reasons pursuant to § 87(2) AktG. With regard to the election
of Supervisory Board members, the Annual General Meeting must take into
account the criteria of § 87 (2a), in particular the professional and
personal qualification of the members, the professionally balanced
composition of the Supervisory Board, aspects of diversity and
internationality and professional integrity.

More extensive information regarding these rights, in particular how
requests are to be submitted to the company and how the respectively
required proof of share ownership must be submitted is available
immediately on the Internet at [4] www.fabasoft.com (section Investor
Relations, point Annual General Meeting).

Each shareholder is also entitled to file a motion at the Annual General
Meeting, which does not require prior publication. Exercising of this
right requires proof of the right of participation. With regard to a
shareholder request for the election of a Supervisory Board member it is
imperative that a resolution proposal pursuant to § 110 AktG is submitted
including a statement of reasons pursuant to § 87 (2) AktG (see above).

Pursuant to § 118 AktG, each shareholder shall be provided with
information on matters of the company upon request during the Annual
General Meeting, to the extent such information is necessary to allow
proper assessment of an item on the agenda. The duty to provide
information also includes the legal and business relationships of the
company to an affiliated company and the position of the group as well as
the companies included in the consolidated financial statements. The
information must adhere to the principles of a diligent and faithful
account.

This information may be refused

(i) if based on a reasonable economic assessment, such information could
cause material damage to the company or one of its affiliated companies,
or

(ii) if provision of such information would be a criminal offence or

(iii) if it was available without interruption on the company’s website in
the form of questions and answers at least 7 days prior to the start of
the Annual General Meeting.

Elections to the Supervisory Board:

The company provides the following information regarding agenda item 8
(“Elections to the Supervisory Board”: Pursuant to § 8 of the Articles of
Association, the Supervisory Board is composed of at least three and
maximum six members elected by the Annual General Meeting. The Supervisory
Board is currently composed of four members, who were elected by the
Annual General Meeting. With FH-Prof. Univ.-Doz. DI Dr. Ingrid
Schaumüller-Bichl a woman is represented in the Supervisory Board of
Fabasoft AG. This therefore constitutes a 25% quota of women on the
Supervisory Board of Fabasoft AG.

Total number of shares and voting rights

Pursuant to § 120 (2) (1) of the Stock Exchange Act 2018, Fabasoft AG
hereby declares that the company has issued 11,000,000 bearer shares and
that each share carries the right to one vote. At the time of the
convocation of the Annual General Meeting the company holds no treasury
shares. The total number of voting rights at the time of the convocation
of the Annual General Meeting is therefore 11,000,000.

Processing of personal data

The processing of personal data for the preparation of the Annual General
Meeting and during the meeting itself is carried out based on the European
General Data Protection Regulation (Art 6 (1) (c)) and on the Austrian
Data Protection Act. Fabasoft AG is legally obliged to hold the Annual
General Meeting and to offer shareholders the opportunity to participate
in the meeting and exercise their shareholder rights in compliance with
the provisions of stock corporation law. The processing of the categories
of personal data of shareholders and proxies listed below is imperative
for fulfilling these obligations.

Fabasoft AG processes in particular those personal data, which are
necessary pursuant to § 10a (2) AktG, in order to enable shareholders to
assert their rights during the Annual General Meeting. These include:
name, address, date of birth, number of the voting card and where
applicable the date of birth of the proxy. In addition the number of
securities custody account, the number of shares and their designation are
collected. This is necessary for issuing the voting card. Identity is
verified at the admission control. The passport number, for example, is
recorded in this context.

All shareholders and their representatives in attendance, the members of
the Managing Board and Supervisory Board, the notary and all other persons
authorised to participate in the Annual General Meeting within the scope
of their statutory right of participation are permitted to view the
legally required list of participants (§ 117 AktG) and thus also see the
personal data included in the list (e.g. name, place of residence,
shareholding etc.). Fabasoft AG is legally obliged to submit personal
shareholder data (especially the list of participants) to the commercial
register as part of the notarial record (§ 120 AktG).

The personal data are (on conclusion of the Annual General Meeting)
deleted, insofar they are no longer required for fulfilment of the purpose
of the storage and no other statutory retention obligations or exercise or
defence of legal claims necessitate a longer period of storage thus
preventing deletion.

Fabasoft AG is the entity responsible for the processing. Fabasoft AG
makes use of external service companies, such as notaries, lawyers and
banks for the purpose of holding the Annual General Meeting. These only
receive such personal data from Fabasoft AG which are required to carry
out the contracted service, and process the data solely in accordance with
the instructions of Fabasoft AG. Insofar this is legally required,
Fabasoft AG has entered into data protection contracts with these service
companies.

Fabasoft has a data security team at its disposal that is dedicated to
data protection issues (“Privacy Team”). The contact details for this
privacy team are available at www.fabasoft.com/privacy. The privacy team
can be contacted via privacy@fabasoft.com.

Please refer to the “Privacy policy for participants of the Fabasoft
Annual General Meeting” for more detailed explanations on the collection
of personal data within the scope of the Annual General Meeting. Its valid
version is available on the Fabasoft website and will also be available
free of charge during the Fabasoft Annual General Meeting together with
the the general privacy policy of Fabasoft.

Audio recordings

An audio recording of the Annual General Meeting is made by the company
for recording purposes. This audio recording shall be deleted one month
after registration of the record in the commercial register.

Shareholder, proxies or guests are not permitted to make audio and/or
image recordings during the Annual General Meeting.

Admission to the Annual General Meeting

In order to facilitate smooth operation of the admission control,
shareholders are requested to arrive in good time before the start of the
Annual General Meeting. Voting cards are issued from 9 a.m. onwards.

It is pointed out to shareholders and their proxies that, for the purpose
of verifying identity, an official identification document with photograph
(drivers licence, passport, ID card) must be submitted at the entrance to
the Annual General Meeting.

The Annual General Meeting including reports is held in German. It is
possible solely for shareholders who do not speak German to be accompanied
by an interpreter at the shareholder’s own cost, subject to timely advance
notice 10 days before the Annual General Meeting.

Linz, June 2022

The Managing Board

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02.06.2022

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Language: English
Company: Fabasoft AG
Honauerstraße 4
4020 Linz
Austria
Phone: +43 732-606162-0
Fax: +43 732-606162-609
E-mail: ir@fabasoft.com
Internet: www.fabasoft.com
ISIN: AT0000785407
WKN: 922985

Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin,
Stuttgart, München, Hamburg, Düsseldorf

 
End of News EQS News Service

1366975  02.06.2022 

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