EQS-CMS: AUSTRIACARD HOLDINGS AG: Other issuer/company information
EQS Post-admission Duties announcement: AUSTRIACARD HOLDINGS AG / Publication according to §
119 (9) BörseG
AUSTRIACARD HOLDINGS AG: Other issuer/company information
22.04.2026 / 16:39 CET/CEST
Dissemination of a Post-admission Duties announcement transmitted by [1]EQS News – a service
of [2]EQS Group.
The issuer is solely responsible for the content of this announcement.
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REPORT
pursuant to Sec 65 para 1b Austrian Stock Corporation Act (AktG) in conjunction with Sec 153
para 4 AktG in conjunction with Sec 159 para 2 no 3 last sentence AktG and Sec 119 para 9
Austrian Stock Exchange Act 2018 (BörseG 2018)
By resolution of the Company’s annual general meeting held on 24 June 2025, the management
board of the Company was authorized, amongst other things, (i) to acquire own shares in the
Company in accordance with Sec 65 para 1 no 4 and 8 and para 1a and para 1b Austrian Stock
Corporation Act (AktG) for a period of 30 months from the date of resolution, i.e. up to and
including 23 December 2027, (ii) to dispose of the acquired own shares without an additional
resolution by the general meeting via the stock exchange or a public offer and to determine
the terms of disposal, and (iii) to adopt a resolution, subject to the approval of the
supervisory board, on the disposal of own shares using a different legally permitted method
of disposal than via the stock exchange or a public offer and on an exclusion of pre-emption
rights (subscription rights) of shareholders, and to determine the terms and conditions of
the disposal of own shares for the period of five years from the date of resolution, i.e. up
to and including 23 June 2030. This authorization includes, amongst other things, the
transfer of own shares by using a different legally permitted method of disposal than via
the stock exchange or a public offer for the purpose of transferring shares to employees,
senior executives as well as members of the management board of the Company or its
subsidiaries for remuneration purposes. Pursuant to Sec 65 para 1b fourth sentence AktG, the
sale of own shares for the purpose of settling share options granted to the group of persons
referred to in Sec 65 para 1 no 4 AktG does not require any further resolution by the
general meeting.
The management board and the supervisory board of the Company intend to utilize this
authorization and to resolve the transfer of a total of 448,799 own shares of the Company,
as part of the share option program approved by the Company’s supervisory board on
30 June 2023, to the following members of the management board and senior executives of the
Company or its subsidiaries: Emmanouil Kontos (Chairman of the Management Board and Group
CEO, 170,971 shares), Jon Neeraas (Executive Vice President Western Europe, UK, Nordics and
Americas, 170,971 shares), and Markus Kirchmayr (Group CFO, 85,485 shares). Furthermore,
21,372 shares are to be transferred to a senior executive of a subsidiary of the Company. In
accordance with the applicable legal requirements and subject to the approval of the
supervisory board, the shareholders’ right of repurchase (subscription right) with respect
to the own shares required to service the claims under the share option program is to be
excluded.
The Company’s supervisory board therefore submits the following report pursuant to Sec 159
para 2 no 3 last sentence AktG:
REPORT:
1. Share option program
Purpose and objective of the share option program, calculation
On 30 June 2023, AUSTRIACARD HOLDINGS AG has implemented a new share option program for
certain members of the top-level management of AUSTRIACARD HOLDINGS AG and its subsidiaries.
The share option program aims to promote long-term value generation. The share option
program grants its beneficiaries the right to acquire common shares in AUSTRIACARD HOLDINGS
AG in 2026 by means of options, whereas the aggregate number of options available for the
share option program depends on the achieved return on invested capital (ROIC) as well as
the total number of issued shares both as of 31 December 2025. The ROIC is determined by
comparing the fair value of the Group as at 31 December 2025 with the defined fair value as
at 31 December 2020. The fair value is calculated using a defined formula based on the
audited consolidated financial statements for the financial year 2025. The formula
corresponds to a simplified company valuation based on an EBITDA multiple less net debt of
the Group.
Further details on the share option program can be found in the 2024 remuneration report
under the following link:
[3] https://www.austriacard.com/wp-content/uploads/2025/06/ai-6-Remuneration-report-MB-SB.pdf
Participation in the share option program
Participants in the share option plan include the following current members of the
management board: Emmanouil Kontos (Chairman of the Management Board and Group CEO), Jon
Neeraas (Executive Vice President Western Europe, UK, Nordics and Americas), and Markus
Kirchmayr (Group CFO), as well as certain former members of the management board and senior
executives of the Company or its subsidiaries.
Acquisition of share options, term
The share option program dated 30 June 2023, entered into effect on that date.
The vesting period for the share option program dated 30 June 2023, is 48 months
(1 January 2022 through 31 December 2025). The vesting period begins prior to the start of
the share option program dated 30 June 2023, as the share option program dated 30 June 2023
replaced an earlier share option program whose vesting period began on 1 January 2022.
The Company informed the participants in the share option program in March 2026 of the
number of share options to be granted under the program. All participants subsequently
submitted the corresponding exercise notices, through which the share options were acquired.
The three active members of the management board participating in the share option program
each submitted their exercise notices on 3 April 2026.
The share option program dated 30 June 2023, further provides for the Company’s option to
redeem the participants’ claims to the transfer of shares from the acquired share options in
cash.
Exercise of share options, exercise price
The Company’s management board and supervisory board agree that the claims of active members
or the management board, namely Emmanouil Kontos (Chairman of the Management Board and Group
CEO), Jon Neeraas (Executive Vice President Western Europe, UK, Nordics and Americas), and
Markus Kirchmayr (Group CFO), as well as those of an active senior executive of a subsidiary
of the Company, in the amount of the own shares currently held by the Company, shall be
(partially) satisfied through the transfer of shares in order to incentivize these active
executives to continue acting in the long-term interests of the Company and its
shareholders.
Any claims in excess of this amount by active members of the management board and the active
senior executive of the Company`s subsidiary, as well as all claims of former members of the
management board and former senior executives of the Company or its subsidiaries, are to be
settled in cash in accordance with the terms of the share option program dated 30 June 2023.
In accordance with the terms of the share option program dated 30 June 2023, the exercise
price for exercising the acquired share options is EUR 0. To the extent that claims arising
from the share option program are satisfied through the transfer of shares, the transfer of
the relevant shares shall therefore take place without consideration.
Further details with respect to the accounting of this share option program are included in
section 11. E. i. of the notes to the annual consolidated financial statements 2025 of the
AUSTRIACARD Group.
2. Number of own shares to be transferred in connection with the fulfillment of
the share option program
In (partial) fulfillment of the Company’s contractual obligations under the share option
program dated 30 June 2023, own shares are to be transferred to the following members of the
management board of the Company and a senior executives of a subsidiary of the Company as
follows:
• Emmanouil Kontos (Chairman of the Management Board and Group CEO): 170,971 shares
• Jon Neeraas (Executive Vice President Western Europe, UK, Nordics and Americas): 170,971
shares
• Markus Kirchmayr (Group CFO): 85,485 shares
• Senior executive: 21,372 shares
3. Exclusion of shareholders’ rights of repurchase (exclusion of subscription
rights)
As described above, under the share option program, own shares of the Company are to be
granted to the aforementioned active members of the management board and active senior
executives of the Company or its subsidiaries. The share option program is a long-term,
variable compensation instrument designed to promote long-term value creation and align the
interests of the participants with those of the Company and its shareholders. The share
option program is also intended to increase the Company’s value over the long term and
strengthen the participants’ identification with and loyalty to the Company. In this regard,
the share option program represents an efficient means of achieving the aforementioned
objectives. To this end, it is necessary to exclude the shareholders’ rights of repurchase
(subscription rights) with respect to the Company’s own shares to be allocated under the
share option program. The preferential issuance of shares to members of the management board
and senior executives of the Company or its subsidiaries also constitutes, in this sense and
in accordance with Sec 153 para 5 AktG, a sufficient reason for the exclusion of the
shareholders’ rights of repurchase (subscription rights).
With regard to the described use of the own shares, the Company’s interest therefore
outweighs the disadvantage to shareholders resulting from the exclusion of the rights of
repurchase (subscription rights) in the event of the use or sale of the Company’s own shares
to fulfill the Company’s contractual obligations under the share option program dated
30 June 2023.
The exclusion of shareholders’ rights of repurchase (subscription rights) in connection with
the transfer of treasury shares to fulfill the Company’s contractual obligations under the
share option program dated 30 June 2023, is, for the reasons outlined above and after
weighing all relevant circumstances, necessary, appropriate, and in the Company’s interest,
and is therefore objectively justified.
This report will be published on the Company’s website as registered in the Austrian
companies register, as well as on the Austrian Federal Government’s electronic publication
and information platform (EVI) and will additionally be distributed electronically
throughout Europe. The report is also available for inspection at the Company’s registered
office. Shareholders may also request a free copy of this report. A resolution of the
supervisory board required for approval of the exclusion of shareholders’ rights of
repurchase (subscription rights) will be adopted in accordance with statutory provisions no
earlier than two weeks after publication of this report. Furthermore, this report is
published in accordance with Sec 119 paras 7 and 9 BörseG 2018.
Vienna, this 22 April 2026
The Supervisory Board
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22.04.2026 CET/CEST
View original content: [4]EQS News
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Language: English
Company: AUSTRIACARD HOLDINGS AG
Lamezanstraße 4-8
1230 Vienna
Austria
Internet: https://www.austriacard.com/
End of News EQS News Service
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