Further to the Company’s announcement of April 22, 2026, subject to the approval of the supervisory board, which is expected to take place on May 6, 2026, AUSTRIACARD HOLDINGS AG (hereinafter the “Company”) will transfer a total of 448,799 of its own shares to the following members of the Company’s Board of Directors and to a senior executive of a subsidiary of the Company in (partial) fulfillment of the Company’s contractual obligations under the Share Option Program approved by the Company’s Supervisory Board on June 30, 2023:
Emmanuel Kontos (Chairman of the Board of Directors and Group CEO, 170,971 shares), Jon Neeraas (Executive Vice President for Western Europe, the United Kingdom, Scandinavia, and the Americas, 170,971 shares) and Markus Kirchmayr (Group Chief Financial Officer, 85,485 shares).
In addition, 21,372 shares are to be transferred to a senior executive of a subsidiary of the Company.
The transfer is based on the authorization granted by a resolution of the Company’s Annual General Meeting held on June 24, 2025, the relevant resolutions of the Board of Directors dated April 22, 2026, the forthcoming resolution of the supervisory board to be adopted on May 6, 2026, and the report of the supervisory board dated April 22, 2026, in accordance with Section 65(1b) of the Austrian Stock Corporation Act (AktG) in conjunction with Section 153(4) of the AktG in conjunction with Section 159(2)(3), last sentence, of the AktG and Section 119(9) of the Austrian Stock Exchange Act 2018 (BörseG 2018).
Consequently, in accordance with Section 5(2) of the Austrian Disclosure Regulation 2018 (VeröffentlichungsV 2018) in conjunction with Section 119(9) of the Austrian Stock Exchange Act 2018 (BörseG 2018), the Company announces the following:
1. Date of the (authorizing) resolution of the general meeting pursuant to Section 65(1b) of the Austrian Stock Corporation Act (AktG): June 24, 2025.
2. Date and method of publication of the resolution of the general meeting: June 24, 2025, electronically in accordance with Section 3(1) of the Austrian Disclosure Regulation of 2018 in conjunction with Section 119(9) of the Austrian Stock Exchange Act of 2018 and on ATHEX (now Euronext Athens) in accordance with Article 4.1.1.(14) of the Athens Stock Exchange Regulations, as well as on the Company’s website (https://www.austriacard.com/agm > AGM 2025).
3. Commencement and expected duration of the transfer: The transfer of shares under the Share Option Program of June 30, 2023, will take place on May 7, 2026, or on a date close thereto.
4. Class of shares: bearer shares of the Company with no par value.
5. Quantity (number) of shares and percentage of shares transferred relative to the share capital: 448,799 treasury shares of the Company (bearer shares, without par value), corresponding to approximately 1.23% of the Company’s share capital.
6. Lowest and highest price per share: No consideration is involved. In accordance with the terms and conditions of the Share Option Program dated June 30, 2023, the transfer of the shares is made free of charge.
7. Method and purpose of the transfer of treasury shares: Over-the-counter (OTC) transaction for the (partial) fulfillment of the Company’s contractual obligations under the Share Option Program approved by the Company’s supervisory board on June 30, 2023, to three members of the Company’s board of directors and one senior executive of a subsidiary of the Company
8. Consequences of the sale of the shares in relation to their listing on a stock exchange: none
9. Number and allocation of shares to employees, executives, and members of the governing bodies of the Company or its subsidiaries: Emmanouil Kontos (Chairman of the Board of Directors and Group CEO, 170,971 shares), Jon Neeraas (Executive Vice President for Western Europe, the United Kingdom, the Nordic Countries, and the Americas, 170,971 shares), and Markus Kirchmayr (Group Chief Financial Officer, 85,485 shares). In addition, 21,372 shares are to be transferred to a senior executive of a subsidiary of the Company.