Vienna, 30 June 2023

AUSTRIACARD HOLDINGS AG: RESOLUTION OF THE ANNUAL GENERAL MEETING HELD ON 30 JUNE 2023 ON THE AUTHORIZATION TO AQUIRE OWN SHARES PURSUANT TO SEC 65 PARA 1 NO 4 AND 8 AS WELL AS PARA 1A AND 1B OF AUSTRIAN STOCK CORPORATION ACT (AKTG)

Public disclosure of the resolution of the annual general meeting held on 30 June 2023 on the authorization to acquire own shares pursuant to Sec 119 para 9 of the Austrian Stock Exchange Act (BörseG) and 4.1.3.14. of ATHEX Rulebook

At the annual general meeting of AUSTRIACARD HOLDINGS AG held on 30 June 2023, the following resolution regarding the acquisition of own shares was adopted under agenda item 7:

„a. The management board shall be authorized for a period of 30 months from the date of today's resolution in accordance with Sec 65 para 1 no 4 and 8 and para 1a and 1b AktG to acquire own shares of the Company.

The consideration to be paid per share when acquiring shares must not be lower than EUR 1.00 (i.e., the calculated proportion of the share capital per share) and must not be more than 20% above the volume-weighted average price of the last 20 trading days preceding the respective purchase. The management board is authorized to determine the terms of reacquisition. Trading in own shares is excluded as a purpose for purchase.

The management board may exercise this authorization within the statutory limits on the maximum number of own shares either once or on several occasions up to 10% of the share capital, provided that the percentage amount of the share capital of the Company relating to shares held by the Company on account of this authorization or otherwise does not exceed 10% of the share capital at any time. Repeated exercise of this authorization is permissible. Also, it may be exercised for one or several purposes by the Company, by a subsidiary (Sec 189a no 7 Austrian Commercial Code) or by third parties acting on behalf of the Company.

The acquisition may take place at the discretion of the management board, with the consent of the supervisory board, via the stock exchange or a public offer or in any other legally permissible, appropriate manner, in particular, also under exclusion of the shareholders' pro rata rights of re-purchase (reverse exclusion of subscription rights).

b. The management board is also authorized 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.

Further, the management board is authorized for the period of five years from the date of today's resolution in accordance with Sec 65 para 1b AktG, to adopt a resolution, subject to the consent 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. This authorization includes, in particular, but is not limited to, 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 following purposes: (i) transferring shares to employees, senior executives as well as members of the management board of the Company or its subsidiaries (Sec 189a no 7 Austrian Commercial Code) for remuneration purposes, and (ii) use as consideration in connection with the (also indirect) acquisition of businesses, parts of businesses or participations in one or more companies both nationally and internationally.

c. In addition, the management board is authorized to cancel the own shares acquired in whole or in part without an additional resolution by the general meeting with the consent of the supervisory board. The cancelation causes a capital reduction by the portion of the share capital that is attributable to the canceled shares.

All authorizations (items a.-c.) may be used once or on several occasions, in whole or in part, individually or jointly.”

ABOUT AUSTRIACARD HOLDINGS AG

AUSTRIACARD HOLDINGS AG, headquartered in Vienna, with an international presence, is one of the leading providers of Secure Digital Technology Solutions in Europe. 

AUSTRIACARD HOLDINGS AG is the one of the leading B2B providers of smart cards, personalization and payment solutions, as well as secure data management and digitalization solutions, in Austria, Scandinavia, Central and Eastern Europe and South Eastern Europe, while also having significant market share in many other European countries and Türkiye. The group is expanding fast in geographical areas outside Europe, such as the USA where it has established a new personalization center, and the Middle East & Africa where sales units have been developed that have already drawn significant new business. In addition, the company has become a payment products and solutions partner of choice for challenger banks/neo banks, a growing market segment world-wide.

The company has a very strong pan-European operational footprint, reaching from the United Kingdom to Greece and Türkiye, with seven production facilities and seven personalization centers in Europe, as well as an additional personalization center in USA, employing currently around 2,500 people. It also has sales offices in Norway, Czech Republic, Germany, Croatia, Serbia, Jordan, the UAE and a network of partners and selling agencies around the world. This footprint enables the provision of a high service level to our customers, confirmed by the very long-lasting business relationships. The group’s international customer base benefits from a complementary product and services and solutions offering ranging from bill printing, direct mailing and document processing to payment, transit and ID cards increasingly bundled with online, mobile and digitalization transformation solutions.

Issuer:   AUSTRIACARD HOLDINGS AG

   Lamezanstraße 4-8

1230 Vienna

Austria

Contact person: Dimitris Tzelepis

Tel.:                             +43 1 61065 - 357

E-Mail:                         d.tzelepis@austriacard.com

Website:  www.austriacard.com

ISIN(s):   AT0000A325L0

Stock Exchange(s): Vienna Stock Exchange (prime market)

   Athens Exchange (main market)