EQS-AGM: 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
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
04.07.2022 / 16:46
Announcement of the Results 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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Fabasoft AG
ISIN number: 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 4 July 2022:
With regard to item 11 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) 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. This authorisation also encompasses the
purchase of shares by subsidiaries of the company. The respective buyback
programme and its duration must be made public.
With regard to item 12 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 up to a maximum share of 10 % of the share capital of the
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 authorisation also encompasses the
purchase of shares by subsidiaries of the company. The purchase can be
effected via the stock exchange, by way of a public offering or any other
legally permissible means and for every 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 13 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 5 years from the date of the resolution, i.e.
up to and including July 4, 2027, 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 to 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 2022
The Managing Board
Disclaimer: This is a working translation from the German version. In case
of discrepancies, the German version shall prevail.
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04.07.2022
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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
1390367 04.07.2022
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