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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
02.06.2023 / 09:14 CET/CEST
Announcement of the Convening 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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CONVOCATION
of the
Annual General Meeting
of
Fabasoft AG (commercial register no. 98699x)
Security identification number 922985
ISIN AT0000785407
on
Monday, 3 July 2023, 10:00 a.m.
at
voestalpine Stahlwelt, voestalpine-Strasse 4, 4020 Linz
Agenda:
1. Report of the Managing Board and Supervisory Board, presentation of the
adopted annual financial statements, management report and corporate
governance report as well as the consolidated financial statements and
group management report for the fiscal year from 1 April 2022 to 31 March
2023 (2022/2023) and the proposal for the appropriation of profits.
2. Resolution on the appropriation of the net profit reported in the
annual financial statements 2022/2023.
3. Resolution on the discharge of the members of the Managing Board for
the fiscal year 2022/2023.
4. Resolution on the discharge of the members of the Supervisory Board for
the fiscal year 2022/2023.
5. Resolution on the remuneration policy.
6. Resolution on the remuneration report.
7. Resolution on the determination of the remuneration for the members of
the Supervisory Board for the fiscal year 2023/2024.
8. Report of the Managing Board on the purchase and utilisation of
treasury shares pursuant to § 65 (3) Austrian Stock Corporation Act
(AktG).
9. Election to the Supervisory Board.
10. Election of the auditor and group auditor for the fiscal year
2023/2024.
11. Resolution on the authorization of the Managing Board to increase the
share capital in accordance with § 169 AktG (authorized capital) with the
possibility of excluding subscription rights and amendment of the Articles
of Association in § 4 as well as the authorization of the Supervisory
Board to resolve on amendments to the Articles of Association resulting
from the issue of shares from the authorized capital and revocation of the
resolution of the Annual General Meeting of 4 July 2022 in this regard.
12. Resolution on the authorization of the Managing Board to acquire
treasury shares pursuant to § 65 (1) no. 4 AktG and revocation of the
relevant resolution of the Annual General Meeting of 4 July 2022.
13. Resolution on the authorization of the Managing Board to acquire
treasury shares pursuant to § 65 (1) no. 8 AktG and to redeem shares and
the authorization of the Supervisory Board to amend the Articles of
Association resulting from the redemption of shares and revocation of the
resolution of the Annual General Meeting of 4 July 2022 in this respect.
14. 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), and
revocation of the resolution of the Annual General Meeting of 4 July 2022
in this regard.
15. Resolution on the amendment of the Articles of Association in item 7.1
concerning the composition of the Managing Board and in item 7.3
concerning the representation of the Company.
Documents for the Annual General Meeting:
To prepare for the Annual General Meeting, the following documents will be
available to shareholders from 12 June 2023 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 for the appropriation of profits;
• Report of the Supervisory Board pursuant to § 96 AktG;
• Report of the Managing Board pursuant to § 65 (3) AktG;
each for the fiscal year 2022/2023,
• the joint resolution proposals of the Managing Board and the
Supervisory Board on agenda items 2, 3, 4, 5, 6, 7, 11, 12, 13, 14 and
15, including the proposal for the appropriation of profits, the
resolution proposals of the Supervisory Board on agenda items 9 and
10, and the declaration pursuant to § 87 (2) AktG of the person
proposed for election to the Supervisory Board with regard
professional qualifications and professional and comparable functions,
and that there are no circumstances that could give rise to concerns
of partiality;
• Report of the Managing Board pursuant to § 65 (1b) AktG in conjunction
with §§ 153 (4) and 170 (2) AktG;
• Report of the Managing Board on agenda items 11 and 13;
• 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 inspect these documents at the offices of
the Company at Honauerstraße 4, 4020 Linz, Austria, during business hours.
The aforementioned documents, the full text of this convocation and forms
for granting and revoking a proxy and all other publications of the
Company in connection with this Annual General Meeting will also be freely
available on the Company's website at [1]www.fabasoft.com (section
Investors, item Annual General Meeting) no later than 12 June 2023 and
their publications will be made, to the extent required by law,
electronically pursuant to § 119 (9) of the Austrian Stock Exchange Act
2018.
Participation of shareholders in the Annual General Meeting:
The entitlement to participate in the Annual General Meeting and to
exercise the voting right and the other shareholder rights to be asserted
in the context of the Annual General Meeting is based on the shareholding
on the record date, which is 23 June 2023, 24:00 UTC+2/CEST (local time
Linz).
Only persons who are shareholders on the record date and who can prove
this to the Company are entitled to attend the Annual General Meeting.
Bearer shares held in custody:
Proof of share ownership at the specified time shall be provided by
confirmation from the bank with which the shareholder holds the securities
account (deposit confirmation), provided this is a bank domiciled in a
member state of the EEA or the OECD. Shareholders whose depository bank
does not meet this requirement are requested to contact the Company.
In accordance with the statutory provisions (§ 10a AktG), the deposit
confirmation must be issued in German or English and contain the following
information:
1. details of the issuing credit institution: name (company) and address;
2. details of the shareholder(s): Name (company) and address, date of
birth in the case of natural persons, register and register number in the
case of legal entities, if applicable;
3. deposit number, otherwise another designation;
4. information on the shares: number of shares and their designation or
ISIN;
5. explicit indication that the confirmation refers to the securities
account balance on 23 June 2023 at 24:00 UTC+2/CEST (local time Linz).
Deposit confirmations must be received by the Company no later than 28
June 2023, at 24:00 UTC+2/CEST (local time Linz) exclusively by one of the
following means:
• by e-mail: [email protected] (deposit
confirmation as pdf attachment with qualified electronic signature
according to § 4 (1) SVG, unchangeable document).
• by mail/courier: Fabasoft AG, c/o HV-Veranstaltungsservice GmbH,
Köppel 60, 8242 St. Lorenzen am Wechsel
• via SWIFT: GIBAATWGGMS - Message Type MT598 or MT599; please be sure
to include ISIN AT0000785407 in the text.
The transmission of the deposit confirmation to the Company also serves as
registration of the shareholder to attend the Annual General Meeting.
The deposit confirmation may be sent in advance in text form by fax (+43
(0) 1 8900 500 50) as well as by e-mail to
[email protected]. However, the original of the
deposit confirmation must be sent to the Company by mail, messenger,
e-mail with a qualified electronic signature or via the SWIFT
communication network in accordance with the above provisions.
The credit institutions are requested to send the deposit confirmations
collectively (in list form) if possible.
Shareholders are not blocked by registering for the Annual General Meeting
or by submitting a deposit confirmation; shareholders can therefore
continue to freely dispose of their shares even after registering or
submitting a deposit confirmation.
Representation of shareholders at the Annual General Meeting:
Each shareholder who is entitled to participate in the Annual General
Meeting has the right to appoint a natural person or legal entity as a
proxy. The proxy shall attend the Annual General Meeting on behalf of the
shareholder and shall have the same rights as the shareholder whom he/she
represents. Each proxy must designate the representative by name. The
shareholder is not limited in the number of persons he/she appoints to
represent him/her and in their selection, but the Company itself or a
member of the Managing Board or Supervisory Board may only exercise the
voting right as proxy insofar as the shareholder has issued express
instructions on the individual agenda items.
A shareholder may grant power of attorney to his/her depository bank after
consultation with the bank. In this case, it is sufficient for the bank to
issue a declaration to the Company that it has been granted power of
attorney in addition to the deposit confirmation by a method approved for
this purpose (see above); in this case, the power of attorney itself does
not have to be transmitted to the Company.
A proxy granted may be revoked by the shareholder. The revocation shall
only become effective once it has been received by the Company.
Declarations on the granting and revocation of proxies may be submitted to
the Company in text form exclusively by one of the following means no
later than 30 June 2023, 4:00 p.m. UTC+2/CEST (local time Linz):
• by fax: +43 (0) 1 8900 500 50
• by email: [email protected] (statement as pdf
attachment, unchangeable document).
• by mail/courier: Fabasoft AG, c/o HV-Veranstaltungsservice GmbH,
Köppel 60, 8242 St. Lorenzen am Wechsel
• via SWIFT: GIBAATWGGMS - Message Type MT598 or MT599; please be sure
to include ISIN AT0000785407 in the text.
On the day of the Annual General Meeting, transmission is only permitted
in person by presentation at registration for the Annual General Meeting
at the place of the meeting.
We recommend using the form available on the Internet at
[2]www.fabasoft.com (Investors section, Annual General Meeting item) to
grant or revoke a proxy.
As a special service, Mr. Ewald Oberhammer, Oberhammer Rechtsanwälte GmbH,
Vienna, is available as an independent proxy to exercise voting rights at
the Annual General Meeting in accordance with instructions. If you are
interested, you can contact him directly at:
• by mail/messenger 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: [email protected]
The mailings will be sent to HV-Veranstaltungsservice GmbH, which will
handle them in trust for Mr. Oberhammer.
The proxy will be present at the Annual General Meeting and can also be
reached via the e-mail address during the Annual General Meeting. Please
note that this e-mail address [email protected] is
exclusively for the purpose of reaching Mr. Oberhammer also during the
Annual General Meeting.
The costs of proxy voting will be borne by Fabasoft AG. All other costs,
in particular the shareholder's own bank charges for the deposit
confirmation or postage costs, shall be borne by the shareholder.
Shareholders' rights in connection with the Annual General Meeting:
Shareholders who have individually or collectively held shares amounting
to at least 5% of the share capital for at least 3 months may request in
writing by 12 June 2023 at the latest (date received) that additional
items be placed on the agenda of the Annual General Meeting and published.
For each such item on the agenda, a proposal for a resolution must be
submitted together with the reasons.
Shareholders who individually or collectively hold at least 1% of the
capital stock may submit proposals for resolutions on any agenda item in
text form by 22 June 2023 at the latest, together with a statement of
reasons, and request that these proposals be made available on the
Company's website together with the names of the shareholders concerned
and the statement of reasons. The following should be noted with regard to
the election to the Supervisory Board (agenda item 9): In the case of a
proposal for the election of a Supervisory Board member, the statement of
the proposed person pursuant to § 87 (2) AktG shall take the place of the
statement of reasons. When electing Supervisory Board members, the Annual
General Meeting shall observe the criteria of § 87 (2a) AktG; in
particular the professional and personal qualifications of the members,
the professionally balanced composition of the Supervisory Board, aspects
of diversity and internationality, and professional reliability.
Further information on these rights, in particular how to submit motions
to the Company and how to provide proof of the required shareholding in
each case, is now available on the Internet at [3]www.fabasoft.com
(Investors section, Annual General Meeting item).
Shareholders may also submit motions on any agenda item during the Annual
General Meeting which do not require prior announcement. The prerequisite
for this is proof of entitlement to attend. A shareholder proposal for the
election of a Supervisory Board member requires the submission of a
resolution proposal in accordance with § 110 AktG together with a
declaration in accordance with § 87 (2) AktG (see above).
Pursuant to § 118 AktG, each shareholder must be provided with information
on the Company's affairs at the Annual General Meeting upon request,
insofar as this is necessary for the proper assessment of an item on the
agenda. The duty to provide information also extends to the legal and
business relations of the Company with an affiliated company and to the
situation of the Group and the companies included in the consolidated
financial statements. The information provided must comply with the
principles of conscientious and faithful accountability.
The information may be refused insofar as
(i) it is likely, in the reasonable business judgment of the Company, to
cause significant harm to the Company or an Affiliate; or
(ii) the provision of the information would be a criminal offense; or
(iii) it was continuously accessible on the Company's website registered
in the commercial register in the form of a question and answer for at
least 7 days prior to the beginning of the General Meeting.
Election to the Supervisory Board:
The Company provides the following information on agenda item 9 ("Election
to the Supervisory Board"): In accordance with § 8 of the Articles of
Association, the Supervisory Board is composed of at least three and at
most six members elected by the Annual General Meeting. The Supervisory
Board currently consists of four members elected by the Annual General
Meeting. With Prof. (FH). Univ.-Doz. DI Dr. Ingrid Schaumüller-Bichl and
Mag. Michaela Schwinghammer-Hausleithner, two women are represented on the
Supervisory Board of Fabasoft AG. There is thus a 50% quota of women on
the Supervisory Board of Fabasoft AG.
Total number of shares and voting rights:
Pursuant to § 120 (2) no. 1 of the Stock Exchange Act 2018, Fabasoft AG
announces that the Company has issued 11,000,000 no-par value bearer
shares and that each no-par value share grants one vote. The Company does
not hold any treasury shares at the time of convening the Annual General
Meeting. The total number of voting rights at the time of convening the
Annual General Meeting is therefore 11,000,000.
Processing of personal data:
The processing of personal data in preparation for and in connection with
the Annual General Meeting is based on the European Data Protection
Regulation (Art. 6 (1) lit. c) and the Austrian Data Protection Act.
Fabasoft AG is legally obliged to hold the Annual General Meeting and to
enable shareholders to participate in and exercise their shareholder
rights at the Annual General Meeting in accordance with the provisions of
stock corporation law. In order to fulfill these obligations, the
processing of the categories of personal data of shareholders and proxies
listed below is essential.
Fabasoft AG processes, in particular, the personal data required in
accordance with § 10a (2) AktG to enable shareholders to exercise their
rights at the Annual General Meeting. This includes: Name, address, date
of birth, number of the voting card and, if applicable, name and date of
birth of the proxy. In addition, the number of the securities account, the
number of shares and their designation are recorded. This is required for
the issuance of the voting card. At the entrance control, an identity
check is carried out. For example, the passport number etc. is recorded
for this purpose.
Shareholders or their representatives, members of the Management Board and
Supervisory Board, the notary public and all other persons with a legal
right to attend the Annual General Meeting may inspect the legally
required list of attendees (§ 117 AktG) within the scope of their legal
right to attend the Annual General Meeting and thereby also inspect the
personal data listed therein (e.g. name, place of residence, shareholding,
etc.). Fabasoft AG is required by law to submit personal shareholder data
(including in particular the list of participants) as part of the notarial
record for the commercial register (§ 120 AktG).
The personal data will be deleted (after the end of the Annual General
Meeting) insofar as it is no longer required to fulfill the purpose for
which it was stored and no statutory retention obligations or the
assertion of legal claims stand in the way of deletion.
Fabasoft AG is the controller for the processing. Fabasoft AG uses
external service providers such as notaries, lawyers and banks for the
purpose of organizing the Annual General Meeting. These companies only
receive personal data from Fabasoft AG that is required for the execution
of the commissioned service and process the data exclusively in accordance
with Fabasoft AG's instructions. Where legally necessary, Fabasoft AG has
concluded a data protection agreement with these service providers.
Fabasoft has a data security team (Privacy Team) entrusted with data
protection issues. The contact details of this Privacy Team are kept up to
date at www.fabasoft.com/privacy. The Privacy Team can be contacted at
[email protected].
For comprehensive information on the collection of personal data in the
course of the Annual General Meeting, please refer to the "Privacy policy
for participants of the Fabasoft Annual General Meeting". The current
version of this document can be downloaded from the Fabasoft website
(Investors section, Annual General Meeting item) and will be available for
free inspection during the Annual General Meeting together with Fabasoft's
general data protection statement.
Sound recordings:
The Annual General Meeting shall be audio-recorded by the Company for the
purpose of recording the minutes. This audio recording shall be destroyed
within one month after the minutes have been entered in the commercial
register.
Any kind of audio and/or video recording by shareholders, representatives
or guests during the Annual General Meeting is prohibited.
Admission to the Annual General Meeting:
In order to ensure that the entrance checks run smoothly, shareholders are
requested to arrive in good time before the start of the Annual General
Meeting. Voting cards will be issued from 9:00 a.m. onwards.
Shareholders and their representatives are advised that an official photo
ID (driver's license, passport, ID card) must be presented at the entrance
to the Annual General Meeting in order to verify their identity.
The Annual General Meeting and all reports will be held in German. Only
shareholders who speak a foreign language may be accompanied by an
interpreter at their own expense, provided that they give sufficient
advance notice of 10 days before the Annual General Meeting.
Linz, June 2023 The Managing Board
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02.06.2023 CET/CEST
══════════════════════════════════════════════════════════════════════════
Language: English
Company: Fabasoft AG
Honauerstraße 4
4020 Linz
Austria
Phone: +43 732-606162-0
Fax: +43 732-606162-609
E-mail: [email protected]
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
1647815 02.06.2023 CET/CEST
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