Fabasoft AG — AGM Information 2021

Jun 4, 2021

DGAP-News: FabasoftAG/Announcement of the Convening of the General Meeting 04.06.2021 / 11:32 Announcement of the Convening of the General Meeting, transmitted byDGAP- a service of EQSGroupAG.

The issuer is solelyresponsible for the content of this announcement.

INVITATION

to the

AnnualGeneral Meeting

of

Fabasoft AG(FN98699x) SecurityIdentificationNo. 922985

ISINAT0000785407

to convene on

Monday5 July2021 at 10:00 a.m.

at the

CourtyardbyMarriott Hotel, Europaplatz 2, 4020 Linz

Holdingthe AnnualGeneral Meetingwithshareholder presence

The amendment to the Covid-19 Opening Ordinance (Federal LawGazette II No. 214/2021) entered into force on 19 May 2021. This means that an Annual General Meeting, as a presence meeting of representatives of legal entities, is permitted.

In viewof the positive developments in Austria concerning the Covid-19 situation, the Managing Board of Fabasoft AGhas therefore decided to hold this year's Annual General Meeting as a presence meeting.

The health of the shareholders is of course Fabasoft's highest priority. Therefore organisational measures have been taken, particularly in terms of space and hygiene. For example, a hygiene conceptwas developed and appropriate roomswere organized at the venue to enable compliance with the minimum distance. Wearing mouth and nose protection (FFP2) is obligatory for attending the Annual General Meeting.

In order to minimise the potential risk of infection, no guests can be admitted to this Annual General Meeting, and the traditional buffet after the Annual General Meeting cannot be held.

Depending on the situation, Fabasoft AGreserves the right to take additional security precautions in consultation with the authorities or to cancel the Annual General Meeting at short notice if the current circumstances change.

Agenda:

1. Report of the Managing Board and the SupervisoryBoard, presentation of the established annual financial statements, the management report, the corporate governance report, the consolidated financial statements and group management report for the fiscal year from 1April 2020 to 31 March 2021 (2020/2021) as well as the proposal regarding the appropriation of earnings.

2. Resolution on the appropriation of the net profit as shown in the 2020/2021 annual financial statements.

3. 1. Resolution on the discharge of the members of the Managing Board for the fiscal year 2020/2021.
4. 1. Resolution on the discharge of the members of the SupervisoryBoard for the fiscal year 2020/2021.
5. 1. Resolution on the remuneration report
6. 1. Resolution on the determination of the remuneration of the members of the SupervisoryBoard for the fiscal year 2021/2020.

7. Report of the Managing Board regarding the purchase and utilisation of own shares pursuant to

8. § 65 (3) of the Stock CorporationAct (AktG).

9. 1. Election of the SupervisoryBoard.

10. Election of the auditors of the annual financial statements and consolidated financial statements for the fiscal year 2021/2022.

11. Resolution on the authorisation of the Managing Board to increase the share capital in compliance with § 169AktG(authorised capital) with the option of excluding subscription rights and amending the articles of association in § 4 and passing of a resolution authorising the SupervisoryBoard to make the amendments to the articles of association associated with the issue of shares from the authorised capital as well as revocation of the resolution adopted at the annual general meeting on 29 June 2020.

12. Resolution on the authorisation of the Managing Board to purchase own shares in compliance with § 65 (1)(4)AktGas well as revocation of the respective resolution adopted at the annual general meeting on 29 June 2020.

13. Resolution on the authorisation of the Managing Board to purchase own shares in compliance with § 65 (1)(8)AktGas well as to redeem shares and the authorisation of the SupervisoryBoard to amend the articles of association associated with the redemption of shares as well as revocation of the respective resolution adopted at the annual general meeting on 29 June 2020.

14. Resolution on the authorisation of the Managing Board to also use and sell shares in a wayother than via the stock exchange or through public tender for anypurpose permitted bylaweven under exclusion of the shareholders' general subscription option (exclusion of subscription rights) as well as revocation of the respective resolution adopted in the annual general meeting on 29 June 2020.

15. Report of the Managing Board concerning the employee option models set up bythe company.

Documents for the annual generalmeeting:

In order to prepare for the annual general meeting the following documents will made available to the shareholders as of 14 June 2021 at the latest:

• Company's annual report;

• -Annual financial statements including the management report;

• Corporate governance report;
• Consolidated financial statements and group management report;
• -Appropriation of earnings
• Report of the SupervisoryBoard in compliance with § 96AktG;
• Report of the Managing Board in compliance with § 65 (3)AktG;

each for the fiscal year 2020/2021,

• Resolutions proposed jointlybythe Managing Board and the SupervisoryBoard concerning the agenda items 2, 3, 4, 5, 6, 10, 11,12 and 13, including a proposal for the appropriation of earnings, resolution proposal of the SupervisoryBoard concerning the agenda items 8 and 9 as well as the declaration in compliance with § 87 (2)AktGof the persons nominated for election to the SupervisoryBoard with regard to their specialist qualification, their professional and similar positions and concerns with possible conflicts of interest;

• Report of the Managing Board in compliance with § 65 (1b)AktGin conjunction with §§ 153 (4) and 170 (2)AktG.

• Report of the Managing Board concerning agenda items 10 and 12

• Remuneration report of the Managing Board and the SupervisoryBoard

Everyshareholder is entitled to access these documents at the Company's headquarters at Honauerstraße 4, 4020 Linz,Austria, during business hours.

The documents listed, the complete text of this invitation, and forms for granting and revoking a proxyand all other and all further publications of the companyin connection with this annual general meeting will also be freelyavailable on the company's website www.fabasoft.com (CategoryInvestor Relations, itemAnnual General Meeting www.fabasoft.com/agm) as of 14 June 2021 their publication will be effected electronicallyin compliance with § 119 (9) Stock ExchangeAct 2018, to extent required bylaw.

Attendance of shareholders at the General Meeting

Entitlement to attend the annual general meeting and to exercise voting rights and all other shareholders' rights at the annual general meeting is conditional on the holding of shares on the record date, i.e. on 25 June 2021, midnight UTC+2/CEST(local time Linz).

Onlyshareholders who hold shares and provide of evidence of such to the companyon the record date are entitled to attend the annual general meeting.

Deposit bearer shares

Evidence of shareholdings on the relevant date must be furnished bywayof a confirmation issued bythe bankwhere the shareholder has deposited his/her share (deposit confirmation), provided the bank concerned is domiciled in a member state of the EEAor OECD. Shareholders who have deposited their shares with a bank that does not meet these criteria are requested to contact the company.

The deposit confirmation must be issued in German or English in compliance with the relevant statutoryprovisions (§ 10aAktG) and must include the following information:

1. Details of the issuing bank: name (company) and address;

2. Shareholder details: name (company) and address, date of birth in the case of natural persons,where applicable register and register number in the case of legal persons;

3. Deposit number or other relevant description;

4. Details of the shares: number of shares and their designation or ISIN;

5. Express declaration that the confirmation relates to the deposit holding as of 25 June 2021, midnight UTC+2/CEST(local time Linz).

Deposit confirmations must be received at the latest by30 June 2021, midnight CET/CEST(local time Linz) bythe companyand exclusivelyin one of the following ways:

via email to: Hauptversammlung@fabasoft.com (deposit confirmation as a pdf attachment,with qualified electronic signature, uneditable document)

via mail/courier to: FabasoftAG, Investor Relations,

for the attention of Ulrike Kogler, Honauerstraße 4, 4020 Linz

via SWIFT:GIBAATWGGMS- Message Type MT598 or MT599; please ensure that ISINISINAT0000785407 is included in the wording.

Transmission of the deposit confirmation to the companyshall also constitute registration of the shareholder for attendance at the annual general meeting.

The safe custodyreceipt can be forwarded in text from in advance bytelefax(+43/732/606162-609) or byemail to Hauptversammlung@fabasoft.com. However, it is imperative that the original safe custodyreceipt is forwarded to the companybymail, carrier, email with a qualified electronic signature or transmitted via the SWIFTcommunication network as explained above.

Banks are requested to send deposit confirmations where possible collectively(in list format).

The shareholders are not blocked byregistering their attendance at the annual general meeting or bysending a deposit confirmation; therefore shareholders mayfreelydispose of their shares after registration or transmission of a deposit confirmation.

Representationof shareholders at the General Meeting

Everyshareholder who is entitled to attend the annual general meeting has the right to appoint a natural or legal person to represent him/her. The proxyholder attends the annual general meeting on behalf of the shareholder and has the same rights as the shareholder he/she represents. Each power of attorneymust name the proxyholder(s). Shareholders are not restricted in terms of the number of persons theyappoint to represent them and in their choice of proxyholder, however, the companyitself or a member of the Managing Board or the SupervisoryBoard mayonlyexercise the right to vote as a proxyholder if the shareholder has provided express instructions regarding the individual items on the agenda.

Ashareholder maygrant power of attorneyto the bankwhere he/she has deposited his/her shares subject to the agreement of the bank.

In such case, in addition to the deposit confirmation, it is sufficient for the bank to provide the companywith a declaration byone of the permitted means (see above) that it has been granted a power of attorney; the power of attorneyitself needs not to be sent to the company in such case.

Apower of attorneymaybe revoked bythe shareholder. The revocation does not become effective until it has been received bythe company.

Declarations concerning the granting and revoking of power of attorneys maybe sent to the companyin text form, not later than 2 July 2021, 4:00 p.m. UTC+2/CEST(local time Linz) byone of the following means:

via faxto: +43/732/606162-609;

via email to: Hauptversammlung@fabasoft.com (deposit confirmation as a pdf attachment, uneditable document)

via mail/courier to: FabasoftAG, Investor Relations,

for the attention of Ulrike Kogler, Honauerstraße 4, 4020 Linz

via SWIFT:GIBAATWGGMS- Message Type MT598 or MT599; please ensure that ISINISINAT0000785407 is included in the wording.

On the dayof the annual general meeting, the transmission is onlyvalid in person through submission with registration for the annual general meeting at the place of assembly.

For the granting or revoking of a power of attorneywe recommend using the form that is available on the Internet at www.fabasoft.com (CategoryInvestor Relations, itemAnnual General Meeting).

As a special service Mr. Ewald Oberhammer,Oberhammer Rechtsanwälte GmbH, from Vienna is available for the shareholders as an independent voting proxyfor the exercise of voting rights at theAnnual General Meeting in accordance with instructions. Interested shareholders have the possibilityof making direct contact byone of the following means:

bymail/courier to: FabasoftAG, c/o HV-Veranstaltungsservice GmbH, Köppel 60, 8242 St.

Lorenzen am Wechsel

byfax: +43 (0) 1 8900 500 97

byemail: oberhammer.fabasoft@hauptversammlung.at

Deliverywill be made to HV-Veranstaltungsservice GmbH,which undertakes the processing as a trustee on behalf of Mr.Oberhammer.

The voting proxywill be present during theAnnual General Meeting and will also be available during theAnnual General Meeting via the email address indicated. Please note carefullythat this email address anmeldung.fabasoft@hauptversammlung.at serves the sole purpose of contacting Mr.Oberhammer during theAnnual General Meeting.

The costs for the proxyvoting will be borne byFabasoftAG.All other costs, in particular own bank fees for the deposit confirmation or postage costs,will be borne bythe shareholder.

Shareholders' rights inconnectionwiththe annual generalmeeting

Shareholders whose individual or combined holdings represent a total of at least 5%of the share capital since at least 3 months may require in writing the inclusion and announcement of additional items on the agenda of the annual general meeting by14 June 2021 (date of receipt).Aproposal and justification of such must be submitted for each such agenda item.

Shareholders whose individual or combined holdings represent a total of at least 1%of the share capital maysubmit proposals for resolutions in text form for each item on the agenda, to be accompanied bya justification by24 June 2021 at the latest, and to require the proposed resolutions to be posted on the company's website with the names of the relevant shareholders and the justification. The following must be noted for elections to the SupervisoryBoard (agenda item 8): In case of a proposal for the election of member of the SupervisoryBoard, the statement of a nominated person replaces the justification in compliance with § 87 (2)AktG. Regarding the election of members of the SupervisoryBoard the annual general meeting shall take into consideration the criteria of § 87 (2a)AktG; in particular the professional and personal qualifications of the members, a balanced composition of expertise of the SupervisoryBoard, aspects of diversityand internationalityas well as professional reliability.

Further information regarding these rights, in particular howto submit motions to the companyand howto provide the necessaryevidence of a shareholding is nowavailable on the Internet atwww.fabasoft.com (CategoryInvestor Relations, itemAnnual General Meeting).

Everyshareholder has the right to propose motions also at the annual general meeting with regard to everyitem on the agenda,whereby such proposals do not require prior announcement. Prerequisite for this is the evidence of the entitlement to attend the annual general meeting. For a shareholder to propose the election of a member of the SupervisoryBoard, the submission of a proposal of the resolution in compliance with § 110AktG, to be accompanied bya statement in compliance with § 87(2)AktG(see above) is mandatory.

According to § 118AktGeveryshareholder has the right to request information regarding companymatters at the annual general meeting, provided such information is necessaryfor the proper assessment of an item on the agenda. The dutyto provide information also extends to legal and business relationships between the companyand an affiliated companyand to the condition of the Group as well as the companies included in the consolidated financial statements. Such information must complywith the principles of diligent and faithful accountability.

Information maybe denied if and to the extent that

(i) according to reasonable business judgement it could cause significant harm to the companyor an affiliated company;

(ii) provision of the information would be unlawful; or

(iii) it has been published on the company's website, as registered in the Commercial Register, in the form of a question and answer over a period of at least seven days prior to the beginning of the annual general meeting.

Electionof a persontothe SupervisoryBoard:

The companyprovides the following information to item 8 of the agenda (\"Election of the SupervisoryBoard\"): pursuant to the article § 8 of association the SupervisoryBoard shall consist of at least three and maximum sixmembers to be elected bythe annual general meeting. The SupervisoryBoard currentlyconsists four members elected bythe annual general meeting. The SupervisoryBoard of FabasoftAGincludes one female member, namelyProf. (FH). Univ.-Doz. DIDr. Ingrid Schaumüller-Bichl. This therefore corresponds to a 25%quota for female representation in the SupervisoryBoard of FabasoftAG.

Total number of shares andvotingrights

According to § 120 (2) (1) Stock ExchangeAct 2018 FabasoftAGannounces that the companyhas issued 11 million no-par-value bearer shares and everyno-par-value share confers one vote.At the time of the invitation to the annual general meeting the companyholds no

own shares. The total number of voting rights at the time of the invitation to the annual general meeting therefore amounts to 11,000,000.

Processingof personal data

The processing of personal data for the preparation of and during the course of the annual general meeting is done on the basis of the European General Data Protection Regulation (Art. 6 para. 1 lit c) as well as on the basis of theAustrian Data ProtectionAct. FabasoftAGis legallyobligated to carryout the annual general meeting and to enable shareholders both to participate in and exercise their shareholder rights at the annual general meeting, in accordance with corporation law. In order to fulfil these responsibilities, the processing of the personal data of shareholders and representatives under the categories listed belowis necessary.

FabasoftAGprocesses in particular the personal data which are necessaryas per § 10a para. 2 of the Stock CorporationAct to enable the shareholders to exercise their rights during the course of the annual general meeting. These include: Name, address, date of birth, number of voting card, as well as,where appropriate, the name and date of birth of the authorised representative. Furthermore, the securities deposit number, the quantityof the shares and their name will be recorded. This is necessaryto issue the voting card.An identitycheck takes place at the entryinspection. The passport number will therefore be recorded, for instance.

Attendant shareholders, respectivelytheir representatives, the Managing Board and SupervisoryBoard members, the notaryand all other people with a statutoryparticipation right to the annual general meeting can,within the scope of their statutoryparticipation right in the legallyrequired list of participants (§ 117 of the Stock CorporationAct), inspect and therebyalso take a look at the cited personal data (e.g. name, place of residence, shareholding relationship, etc.). FabasoftAGis legallyobligated to file personal shareholder data in the companies register (in particular also the list of participants) as a part of the notarial protocol (§ 120 of the Stock CorporationAct).

The personal data will be deleted (after the ending of the annual general meeting), insofar as theyare no longer required to fulfil the purpose of retention, and no legal retention obligation or the assertion of legal claims prevent deletion.

FabasoftAGis the authorityresponsible for the processing. FabasoftAGemploys external service providers such as notaries, lawyers and banks for the purpose of directing the annual general meeting. Theyreceive onlysuch personal data from FabasoftAGwhich are necessaryfor the implementation of the commissioned service and process the data exclusivelyin accordance with FabasoftAG.As far as is legallynecessary, FabasoftAGhas completed a data protection agreementwith these service providers.

Fabasoftworks with a data protection team (privacyteam) who are entrusted with the data protection lawissues. The contact information of this privacyteam is kept up to date atwww.fabasoft.com/privacy. The privacyteam can be contacted via privacy@fabasoft.com.

The extensive explanation regarding the surveying of personal data as part of the annual general meeting will be referenced in the \"PrivacyStatement for Participants of the FabasoftAnnual General Meeting\". This can be accessed in the current version on the Fabasoft website under (section Investor Relations, item annual general meeting) and will be available for free, together with the special privacy statement, during the Fabasoft annual general meeting.

Audiorecordings

The annual general meeting will be recorded in audio form for record keeping purposes of the company. This audio recording will be destroyed within one month after the entryof the minutes into the companyregister.

Everykind of audio and visual recording byshareholders, representatives or guests during the annual general meeting is prohibited.

Admissiontothe General Meeting

To ensure the smooth process of the entrance control, shareholders are kindlyasked to arrive on time before the beginning of the annual general meeting.Admission to obtain ballot forms commences at 9:00 a.m.

Shareholders or their proxies are advised that theymust present an official identification document (driver's license, passport or identity card) to confirm their identities upon admission to the annual general meeting.

TheAnnual General Meeting including reports will be held in German. The possibilityof bringing an interpreter as an accompanying person is reserved exclusivelyfor shareholders who do not speakGerman and onlyif timelyprior notice of 10 days is given before the Annual General Meeting and at the shareholder's own expense.

Linz, June 2021 The ManagingBoard

Disclaimer:

This is a working translation from the German version. In case of discrepancies, the German version shall prevail.

04.06.2021 The DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de

Language:	English
Company:	FabasoftAG
	Honauerstraße 4
	4020 Linz
	Austria
Phone:	+43 732-606162-0
Fax:	+43 732-606162-609
E-mail:	leopold.bauernfeind@fabasoft.com
Internet:	www.fabasoft.com
ISIN:	AT0000785407
WKN:	922985

Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Stuttgart, München, Hamburg, Düsseldorf

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