DGAP-News: Fabasoft AG: Merger of FB Beteiligungen GmbH with Fabasoft AG

The merger of FB Beteiligungen GmbH (FN 323228k) as the Transferring company with Fabasoft AG (FN 98699x) as the Acquiring company in compliance with Art. I Austrian Reorganisation Tax Act (UmgrStG) was filed in the company register on 10 November 2021.

This structural measure was undertaken, because FB Beteiligungen GmbH lost its company-relevant objectives and now has a solely participation administrative function. The merger has resulted in a simplification and streamlining of the corporate structure with the benefit of higher cost efficiency and transparency through the establishment of a direct participation of Fallmann & Bauernfeind Privatstiftung in Fabasoft AG.

The shares of Fabasoft AG held by FB Beteiligungen GmbH (4.46%) were transferred to Fabasoft AG in the course of the merger by way of a passing-through of shares and passed on as a matter of law directly to Fallmann & Bauernfeind Privatstiftung (passing on of shares).

In the final analysis of the merger, the participation of Fallmann & Bauernfeind Privatstiftung in Fabasoft AG is thus focussed on a legal entity. The transfer of the shares held by FB Beteiligungen GmbH therefore merely resulted in an indirect change of ownership, as these are now held directly by Fallmann & Bauernfeind Privatstiftung as a result of the passing on of shares. The direct shareholder status of Fallmann & Bauernfeind Privatstiftung in Fabasoft AG established by this merger is described in detail in the published major holding notification and the Director's Dealings notification.

Due to the allocation of a compensation of expenses as part of the merger, Fabasoft AG has incurred no costs in this connection.

Fabasoft AG (ISIN AT0000785407; WKN 922985; Bloomberg Code FAA GY; Reuters Code
FAAS.DE)
Linz, 11 November 2021
Leopold Bauernfeind, Member of the Managing Board
E-mail: Leopold.Bauernfeind@fabasoft.com, Telephone: +43 732 60 61 62