EQS-News: Fabasoft AG / Announcement of the Results of the General Meeting
Fabasoft AG: Publication of a resolution of the Annual General Meeting
pursuant to § 119 (9) Stock Exchange Act in conjunction with § 2 (1) and §
3 (1) Austrian Publication Ordinance
02.07.2024 / 15:45 CET/CEST
Announcement of the Results of the General Meeting, transmitted by EQS
News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Fabasoft AG
ISIN-Nummer: AT0000785407
Publication of a resolution of the Annual General Meeting pursuant to §
119 (9) Stock Exchange Act in conjunction with § 2 (1) and § 3 (1)
Austrian Publication Ordinance
The following resolutions, among others, were adopted at the Annual
General Meeting of Fabasoft AG on 2 July 2024:
With regard to item 12 of the agenda (resolution on the authorization of
the Managing Board to acquire treasury shares pursuant to § 65 (1) (4)
AktG):
The Managing Board is authorized to purchase treasury shares pursuant to §
65 (1)(4) Austrian Stock Corporation Act (AktG) up to a maximum share of
10 out of 100 of the share capital of the company for the purpose of
issuing these to employees, executives and members of the Managing Board
of the company or of an affiliated company for a period of 30 months. The
equivalent value permissible at repurchase must not exceed 10 % above and
must not be 20 % at the least below the average price at the close of
Xetra trading on the Deutsche Börse AG of the last 5 stock exchange
trading days prior to the determination of the purchase price. The
purchase of treasury shares based on this authorisation together with
other treasury shares, which the company had already purchased and still
holds, must not exceed 10 % of the share capital of the company. The
respective buyback programme and its duration must be made public.
This authorization also covers the acquisition of shares by subsidiaries
of the Company (§ 66 AktG).
With regard to item 13 of the agenda (resolution on the authorization of
the Managing Board to acquire 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):
The Managing Board is authorized to acquire treasury shares pursuant to §
65 (1) (8) AktG for a period of 30 months up to a maximum of 10% of the
Company’s capital stock. The countervalue permitted for the repurchase may
not be more than 10% above and at the very least 20% below the average
closing price in Xetra trading of Deutsche Börse AG on the last five
trading days prior to the determination of the purchase price. The
treasury shares acquired on the basis of this authorization together with
other treasury shares already acquired and still held by the Company may
not exceed 10% of the Company’s capital stock. The respective buyback
program and its duration shall be published.
The authorization also covers the acquisition of shares by subsidiaries of
the Company (Section 66 AktG). The shares may be acquired on the stock
exchange, by way of a public offer or in any other legally permissible
manner and for any legally permissible purpose.
The Managing Board is further authorised to redeem treasury shares after
an effected buyback as well as those treasury shares part of the stock of
the company without requiring a separate resolution from the annual
general meeting. The Supervisory Board is authorised to decide on
amendments to the Articles of Association arising from the redemption of
shares. This authorisation may be exercised in full or in part as well as
in several parts.
With regard to item 14 of the agenda (resolution on the authorization of
the Managing Board to use and sell treasury shares also in a manner other
than via the stock exchange or by means of a public offer for any legal
purpose, also excluding the general purchase option of shareholders
(exclusion of subscription rights)) the following resolution was adopted:
Pursuant to § 65 (1b) AktG, the Managing Board of Fabasoft AG is
authorized for a period of five years from the date of the resolution,
i.e. up to and including 2 July 2029, with the approval of the Supervisory
Board and without any further resolution by the Annual General Meeting, to
sell or use treasury shares after they have been repurchased, as well as
treasury shares held by the Company, also in ways other than via the stock
exchange or by means of a public offer, in particular
(i) for issuance to employees, officers and/or members of the Board of
Directors/management of the Company or any of its affiliates, including to
service stock transfer programs, in particular stock options, long-term
incentive plans or other participation programs; (ii) to service any
convertible bonds that may have been issued;
(iii) as consideration for the acquisition of businesses, equity interests
or other assets; and
(iv) for any other purpose permitted by law;
and to hereby exclude the general subscription option of shareholders
(exclusion of subscription rights), whereby the authorisation may be
exercised in full or in part as well as in several parts and for the
pursuit of several purposes.
Linz, in July 2024
The Managing Board
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02.07.2024 CET/CEST
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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 Regulated market in Frankfurt (Prime Standard); Open market in Berlin, Stuttgart, Munich, Hamburg, Düsseldorf End of News EQS News Service 1938143 07/02/2024 CET/CEST