Fabasoft AG (D)
Fabasoft AG: Release of a capital market information

Fabasoft AG: Release of a capital market information

Announcement pursuant to Art. 5 (1) (a) of Regulation (EU) No. 596/2014 and Art. 2 (1) of the Delegated Regulation (EU) No. 2016/1052 – Share Buyback Program

Linz, 14 August 2024 – The share buyback program resolved by the Managing Board of Fabasoft AG with the approval of the Supervisory Board on 13 August 2024 and announced in an ad hoc announcement on the same day will begin on 15 August 2024. Whereby, in the period from 15 August 2024 to 30 September 2025 at the latest, Fabasoft AG (AT0000785407) will buy back its own shares on the stock exchange up to a maximum total purchase price (excluding incidental costs) of EUR 2 million (“share buyback program”).

In doing so, the Managing Board is making use of the authorization resolved by the Annual General Meeting on 2 July 2024 in accordance with Section 65 (1) number 4 and 8 of the AktG (Austrian Stock Corporation Act). According to this authorization, Fabasoft AG is authorized to acquire treasury shares of up to 10% of the company’s share capital for the duration of 30 months. With a share capital of Fabasoft AG of EUR 11,000,000, divided into 11,000,000 no-par shares, this corresponds to a maximum of 1,100,000 shares.

The authorization of 2 July 2024 may be exercised in whole or in partial amounts, once or several times, in pursuit of one or more purposes by Fabasoft AG. If the shares are acquired via the stock exchange, the consideration paid per share (excluding incidental acquisition costs) may not exceed the stock market price by more than 10% or fall below it by more than 20%. The relevant stock market price is the average closing price in Xetra trading on the Frankfurt Stock Exchange over the last 5 trading days prior to the determination of the respective purchase price. Based on the current price level (EUR 14,60, XETRA closing price on 13 August 2024), this corresponds to up to 136.986 shares for EUR 2 million and around 1,3% of the share capital.

The buyback is carried out in accordance with Article 5 of Regulation (EU) No. 596/2014 in conjunction with the provisions of Delegated Regulation (EU) No. 2016/1052 (hereinafter: “EU Regulation 2016/1052”) with the exception of Article 2 (1) (a) EU Regulation 2016/1052. The acquired shares may be used for all purposes approved by the Annual General Meeting on 2 July 2024.

The share buyback will be carried out on behalf and for the account of Fabasoft AG through the involvement of an independent credit institution, which will make its decisions on the timing of the acquisition of shares in Fabasoft AG independently of and uninfluenced by Fabasoft AG in accordance with Article 4 (2) b) EU Regulation 2016/1052.

The credit institution appointed by the company as part of the share buyback program is furthermore obliged to comply with the trading conditions of Art. 3 EU Regulation 2016/1052 and the provisions of the authorization granted by the Annual General Meeting on 2 July 2024. In particular, the shares of Fabasoft AG will not be acquired at a price that is higher than the price of the last independent transaction or (if higher) than the highest current independent offer on the trading venue at which the purchase takes place. In addition, the credit institution shall not acquire for Fabasoft AG more than 25% of the average daily share turnover at the trading venue at which the purchase takes place. Pursuant to Art. 3 (3) subpara. 2 b) EU Regulation 2016/1052 the average daily share turnover is calculated on the basis of the average daily trading volume during the 20 trading days prior to the respective purchase date.

The Managing Board of Fabasoft AG may terminate, suspend or resume the share buyback program at any time in accordance with the legal requirements to be observed.

Information on the transactions associated with the share buyback program will be appropriately announced no later than the end of the seventh trading day after the day on which such transactions were executed. In addition, Fabasoft AG will publish the announced transactions on its website (https://www.fabasoft.com) under the section “Investors / Corporate Actions / Share Buyback Program 2024” and will ensure that the information remains publicly accessible for at least five years from the date of the announcement.

About Fabasoft:

Fabasoft is one of the leading European software manufacturers and cloud service providers for digital document, process and records management in Europe. With the unique Ecosystem Fabasoft PROCECO, Fabasoft combines powerful digital solutions for document-intensive business processes. Numerous prominent private companies and public sector organizations have placed their trust in the quality and experience of Fabasoft for more than three decades.

Fabasoft AG (ISIN AT0000785407; WKN 922985; Bloomberg Code FAA GY; Reuters Code FAAS.DE)

Linz, 14 August 2024

Mag. Klaus Fahrnberger, Investor Relations Manager

E-Mail: ir@fabasoft.com, Telefon: +43 732 60 61 62 0