EQS-AGM: SBO AG: Invitation to the Annual General Meeting

EQS-News: SBO AG / Announcement of the Convening of the General Meeting
SBO AG: Invitation to the Annual General Meeting

31.03.2026 / 07:55 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by
[1]EQS News – a service of [2]EQS Group.
The issuer is solely responsible for the content of this announcement.

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SBO AG

Ternitz

FN 102999 w, ISIN AT0000946652

(„Company“)

Invitation to the Annual General Meeting

We herewith invite our shareholders to the Annual General Meeting of SBO
AG to be held on

Thursday, 30 April 2026, at 10:00 a.m.,

in 2630 Ternitz, Theodor-Körner-Platz 2 (“Stadthalle”).

 

I. AGENDA

 1. Submission of the approved Annual Financial Statements according to
the Austrian Commercial Code (UGB) including the Notes and Management
Report, the Corporate Governance Report, the Consolidated Financial
Statements according to IFRS including the Notes thereto, the Group
Management Report including the Non-Financial Statement, the Executive
Board’s Proposal on the appropriation of the retained profit, in each
case in relation to the financial year ended 31 December 2025, and
submission of the Report of the Supervisory Board for the financial
year 2025
 2. Resolution on the appropriation of the retained profit as set out in
the Annual Financial Statements for the financial year ended 31
December 2025
 3. Resolution on the discharge of the members of the Executive Board for
the financial year 2025
 4. Resolution on the discharge of the members of the Supervisory Board
for the financial year 2025
 5. Election of the auditor of the Annual Financial Statements and the
Consolidated Financial Statements as well as the auditor of the
Sustainability Statement for the financial year 2026
 6. Election of two persons to the Supervisory Board
 7. Resolution on the Remuneration Report for the financial year 2025
 8. Resolution on the Remuneration Policy regarding the principles for the
remuneration of the members of the Executive Board
 9. Resolution regarding

i) the authorization of the Executive Board to acquire treasury shares
pursuant to Section 65 (1) no. 8 and (1a) and (1b) of the Austrian Stock
Corporation Act (AktG),

ii) the authorization of the Executive Board to cancel treasury shares
pursuant to Section 65 (1) no. 8 of the Austrian Stock Corporation Act
(AktG) without any further resolution of the General Meeting and thereby
to reduce the share capital of the Company,

iii) the authorization of the Executive Board pursuant to Section 65 (1b)
of the Austrian Stock Corporation Act (AktG) to resolve, with the approval
of the Supervisory Board, on the sale of treasury shares by other means
than via the stock exchange or a public offering, including the exclusion
of shareholders‘ statutory repurchase rights (subscription rights),

iv) all of these items i) to iii) under revocation of the resolution
adopted at the Annual General Meeting of the Company on 25 April 2024
regarding item 11 on the Agenda.

II. DOCUMENTS REGARDING THE ANNUAL GENERAL MEETING; PROVISION OF
INFORMATION ON THE WEBSITE

In particular, the following documents will be accessible in accordance
with Section 108 (3) and (4) Austrian Stock Corporation Act (AktG) through
the Company’s website at
[3] www.sbo.at/en/investor-relations/annual-general-meeting which is
registered in the Register of Companies (Firmenbuch), by 9 April 2026 at
the latest:

• Annual Financial Report 2025 including

• Annual Financial Statements including Management Report,
• Consolidated Financial Statements and Consolidated Management
Report including Non-Financial Statement,

• Corporate Governance Report 2025,
• Proposal for the appropriation of retained profit,
• Report of the Supervisory Board 2025,
• Remuneration Report 2025,
• Remuneration Policy for Executive Board members of SBO AG
(Remuneration Policy Executive Board 2026),
• Proposed resolutions on items 2 – 9 on the Agenda,
• Curriculum Vitae Mr. Wolfram Littich,
• Mr. Wolfram Littichs’ Candidate Statement for election as member to
the Supervisory Board pursuant to Section 87 (2) Austrian Stock
Corporation Act (AktG),
• Curriculum Vitae Mr. Franz Viehböck,
• Mr. Franz Viehböcks’ Candidate Statement for election as member to the
Supervisory Board pursuant to Section 87 (2) Austrian Stock
Corporation Act (AktG),
• Report of the Executive Board pursuant to Section 65 (1b) in
conjunction with Section 170 (2) and Section 153 (4) of the Austrian
Stock Corporation Act (AktG) relating to item 9 on the Agenda – sale
of treasury shares by the Company,
• Form for granting a proxy,
• Form for granting a proxy to the independent proxy,
• Form for the revocation of a proxy,
• Form for the revocation of a proxy to the independent proxy,
• Information about the integration of ISO 20022 SWIFT messages into the
mailing logic for deposit confirmations and proxies
• Complete text of this invitation

 
III. RECORD DATE AND REQUIREMENTS FOR ATTENDANCE AT THE ANNUAL GENERAL
MEETING

The right to attend the Annual General Meeting and to exercise voting
rights and other shareholder rights which have to be asserted at the
Annual General Meeting depend on the ownership of shares at the end of 20
April 2026 (midnight, Vienna time) (record date).

Attendance at the Annual General Meeting is permitted only if a person is
a shareholder on that record date and proves this fact to the Company.

For evidence of share ownership on the record date, a deposit confirmation
pursuant to Section 10a Austrian Stock Corporation Act (AktG) must be
received by the Company no later than 27 April 2026 (midnight, Vienna
time) exclusively through one of the communication channels and addresses
below.

(i) for transmitting the deposit confirmation in text form, which is
deemed sufficient by Article 14 (3) of the Articles of Association

By telefax +43 (0)1 8900 500 50

By e-mail [4]anmeldung.sbo@hauptversammlung.at
(Please send deposit confirmations in PDF format)

(ii) for transmitting the deposit confirmation in written form
By post or courier SBO AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60

Via SWIFT ISO 15022 CPTGDE5WXXX
(Message Type MT598 or MT599,
reference to ISIN AT0000946652 must be included)

Via SWIFT ISO 20022 ou=xxx, o=cptgde5w,o=swift
seev.003.001.10 or seev.004.001.10
A detailed description is available for download at
[5] www.sbo.at/en/investor-relations/annual-general-meeting.

Shareholders are requested to contact their custodian bank and arrange for
the issuance and transmission of a deposit confirmation.

The record date has no effect on the salability of the shares and has no
significance for the dividend entitlement.

Deposit confirmation pursuant to Section 10a Austrian Stock Corporation
Act (AktG)

The deposit confirmation must be issued by the custodian bank which must
be registered in a member state of the European Economic Area or in a full
member state of the OECD and must contain the following information
(Section 10a (2) Austrian Stock Corporation Act (AktG)):

• Details of the issuer: name/company name and address or a standard
code used in communications between credit institutions (SWIFT-Code),
• Details of the Shareholder: name (company) and address, date of birth
in the case of natural persons, name of the register and registration
number of the legal person in its country of origin (if applicable) in
the case of legal persons,
• Details of the shares: number of shares held by the shareholder,
ISIN AT0000946652 (International Securities Identification Number),
• Deposit number, securities account number or other identification,
• Date or period to which the deposit confirmation refers.

The deposit confirmation as evidence of share ownership for attendance at
the Annual General Meeting must refer to the end of the record date 20
April 2026 (midnight, Vienna time).

The deposit confirmation is accepted in the German or English language.

Proof of identity

SBO AG reserves the right to verify the identity of the persons gathering
for the Meeting. Should it not be possible to verify the identity, we may
refuse admission.

Shareholders and their proxies are therefore requested to keep a valid
official photo ID at hand for identification during registration. If you
come to the Annual General Meeting as a proxy, please take your proxy with
you in addition to the official photo ID. If the original proxy document
has already been sent to the Company, please facilitate access by having a
copy of the proxy document with you.

IV. POSSIBILITY TO APPOINT A PROXY AND PROCEDURE TO BE FOLLOWED FOR THIS
PURPOSE

Each shareholder who is entitled to attend the Annual General Meeting and
has provided evidence of this to the Company in accordance with the
stipulations of Section III of this invitation has the right to appoint a
proxy to attend the Annual General Meeting on behalf of such shareholder
and to have the same rights as such shareholder whom he/she represents.

The proxy must be granted in text form pursuant to Section 13 (2) Austrian
Stock Corporation Act (AktG) to a specific person (natural or legal
person), whereby it is also possible to grant proxy to several persons. A
proxy may be granted both before and during the Annual General Meeting.

We offer the following communication channels and addresses for the
transmission of proxy documents:

By post or courier SBO AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60

By telefax +43 (0)1 8900 500 50

By e-mail [6]anmeldung.sbo@hauptversammlung.at
(Please send deposit confirmations in PDF format)

Via SWIFT ISO 15022 CPTGDE5WXXX
(Message Type MT598 or MT599,
reference to ISIN AT0000946652 must be included)

Via SWIFT ISO 20022 ou=xxx, o=cptgde5w,o=swift
seev.003.001.10 or seev.004.001.10
A detailed description is available for download at
[7] www.sbo.at/en/investor-relations/annual-general-meeting.

In person at registration for the Annual General Meeting at the location
of the Meeting

The proxy documents must be received at one of the aforementioned
addresses by 29 April 2026, 12:00 noon, unless they are presented at the
entrance and exit control of the Annual General Meeting on the day of the
Annual General Meeting.

A proxy form and a revocation form are available on the Company’s website
at [8] www.sbo.at/en/investor-relations/annual-general-meeting. In the
interest of a smooth processing, we kindly ask you to always use the
provided forms.

Detailed information on the proxy, in particular the text form and the
content of the proxy, can be found in the proxy form provided to the
shareholders. If a shareholder has granted a proxy to their custodian bank
(Section 10a Austrian Stock Corporation Act (AktG)), it is sufficient for
the credit institution to declare that it was granted proxy, in addition
to transmitting the deposit confirmation to the Company by the designated
means.

Shareholders may exercise their rights in person at the Annual General
Meeting even after proxy has been granted. Personal attendance is
considered as revocation of a previously granted proxy.

The above provisions on the granting of proxies shall apply mutatis
mutandis to the revocation of proxies.

Independent proxy

As a special service, we offer our shareholders the option to have their
voting rights exercised by an independent proxy appointed by the Company.
Attorney, Ewald Oberhammer, LL.M. will be available for the Annual General
Meeting as an independent proxy and will represent these shareholders. The
costs of the independent proxy are borne by SBO AG. All other costs, in
particular the bank charges for the deposit confirmation or postage costs,
are to be borne by the shareholder.

For granting the proxy to Attorney, Ewald Oberhammer, LL.M., use the
special form made available on the Company’s website at
[9] www.sbo.at/en/investor-relations/annual-general-meeting no later than 9
April 2026. The proxy must be received in a timely manner (no later than
29 April 2026, 12:00 noon, Vienna time) exclusively at one of the
following addresses:

By post or courier SBO AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60

By telefax +43 (0)1 8900 500 50

By e-mail [10]oberhammer.sbo@hauptversammlung.at
(Please send deposit confirmations in PDF format)

Via SWIFT ISO 15022 CPTGDE5WXXX
(Message Type MT598 or MT599,
reference to ISIN AT0000946652 must be included)

Via SWIFT ISO 20022 ou=xxx, o=cptgde5w,o=swift
seev.003.001.10 or seev.004.001.10
A detailed description is available for download at
[11]www.sbo.at/en/investor-relations/annual-general-meeting.

If Attorney, Ewald Oberhammer, LL.M. is granted proxy, Attorney, Ewald
Oberhammer, LL.M. exercises the voting rights exclusively on the basis of
the instructions issued by the shareholder, which can be indicated on the
special proxy form. If no instructions have been indicated, the
representative will vote in favor of the resolutions proposed by the
Executive Board and the Supervisory Board. Please note that the proxy does
not accept orders to speak, to appeal against resolutions of the general
meeting or to ask questions or present motions.

The proposed resolutions that are put to the vote will be published by the
Company on the website at
[12]www.sbo.at/en/investor-relations/annual-general-meeting.

V. INFORMATION ON SHAREHOLDERS’ RIGHTS PURSUANT TO SECTIONS 109, 110, 118,
AND 119 AUSTRIAN STOCK CORPORATION ACT (AKTG)

1. Supplement to the Agenda by shareholders pursuant to Section 109
Austrian Stock Corporation Act (AktG)

Shareholders whose aggregate shareholdings reach 5 % of the Company’s
share capital and who have held these shares for at least three months
prior to the submission of the proposal may request in writing that
additional items be added to the Agenda of this Annual General Meeting and
that they are announced, provided that such request is received by the
Company in written form by mail or courier no later than 9 April 2026
(midnight, Vienna time) solely at its address SBO AG, Attn. Manuela
Scheiber, 2630 Ternitz, Hauptstraße 2 or, if by e-mail, with a qualified
electronic signature to the e-mail address [13]m.scheiber@sbo.at or by
SWIFT ISO 15022 to the address CPTGDE5WXXX.

“In writing” means signed by hand or by corporate signature by each
applicant or, if by e-mail, by qualified electronic signature or, if by
SWIFT ISO 15022, by Message Type MT598 or Type MT599, with ISIN
AT0000946652 being necessarily indicated in the text in the case of
ordinary shares.

Each item on the Agenda so requested must be accompanied by a proposal for
a resolution including a statement of reasons. The item and the proposed
resolution, but not its statement of reasons, shall in any case be written
in German as well. The shareholder status is to be demonstrated by
presenting a deposit confirmation pursuant to Section 10a Austrian Stock
Corporation Act (AktG) which confirms that the shareholders submitting the
request have been holders of the shares for at least three months prior to
the submission of the request and which must not be more than seven days
old when presented to the Company. Several deposit confirmations for
shares which only jointly reach the required extent of participation of 5
% of the share capital must refer to the same point of time (day, time).

For other requirements for the deposit confirmation, please refer to the
explanations on the right to attend (Section III).

2. Shareholders’ proposals for resolution regarding the Agenda pursuant to
Section 110 Austrian Stock Corporation Act (AktG)

Shareholders whose aggregate shareholdings reach 1 % of the Company’s
share capital may submit in text form proposals for resolution including a
statement of reasons and request that such proposals be made available on
the Company’s website which is registered in the Register of Companies
(Firmenbuch), together with the names of the respective shareholders, the
(mandatory) statement of reasons, and the statements, if any, of the
Executive Board or the Supervisory Board, provided that such request is
received by the Company in text form no later than 21 April 2026
(midnight, Vienna time) either by mail or courier to SBO AG, Attn. Manuela
Scheiber, 2630 Ternitz, Hauptstraße 2 or by email to
[14]m.scheiber@sbo.at, whereby the request is to be attached to the e-mail
in text form, for example as pdf. If text form within the meaning of
Section 13 (2) Austrian Stock Corporation Act (AktG) is prescribed for
statements, the statement must be made in a document or in another manner
suitable for permanent reproduction in written characters, the person
making the statement must be named and the conclusion of the statement
must be made recognizable by reproduction of the signature or otherwise.
The proposed resolution, but not its statement of reasons, shall in any
case be written in German as well.

If proposals are made on the election of a member to the Supervisory
Board, the statement of reasons is replaced by a statement of the
suggested candidate, pursuant to Section 87 (2) Austrian Stock Corporation
Act (AktG).

Shareholder ownership is to be demonstrated by submitting a deposit
confirmation pursuant to Section 10a Austrian Stock Corporation Act (AktG)
which must not be more than seven days old when presented to the Company.
In the case of several shareholders who only jointly reach the required
shareholding of 1 % of the share capital, the deposit confirmations for
all shareholders must refer to the same day and time.

For other requirements for the deposit confirmation, please refer to the
explanations on the right to attend (Section III).

3. Information pursuant to Section 110 (2) Sentence 2 in conjunction with
Section 86 (7) and (9) Austrian Stock Corporation Act (AktG)

In regard to item 6. “Election of two persons to the Supervisory Board”
and to any submission of a corresponding nomination by shareholders
pursuant to Section 110 Austrian Stock Corporation Act (AktG), the Company
provides the following information:

Section 10 (1) of the Articles of Association of SBO AG stipulates that
the Supervisory Board shall consist of four to six members appointed by
the General Meeting.

Note that the works council has not delegated any members to the
Supervisory Board pursuant to Section 110 Austrian Labor Constitutional
Act (ArbVG) and therefore no statement is made as to whether an objection
has been declared pursuant to Section 86 (9) Austrian Stock Corporation
Act (AktG).

The Supervisory Board of SBO AG currently consists of five members elected
by the Annual General Meeting (shareholders’ representatives).

Of the five shareholder representatives, three were men and two were
women. The minimum share requirement pursuant to Section 86 (7) AktG has
already been met.

The Supervisory Board proposes to increase the number of members from five
to six within the range set by the Articles of Association, and this is to
be voted on at the Annual General Meeting prior to the election.

At the upcoming Annual General Meeting, two persons would now have to be
elected in order to reach the increased number of six members. The company
is therefore subject of Section 86 (7) AktG and must take into account the
minimum share requirement pursuant to Section 86 (7) AktG.

If the Supervisory Board consists of six members, two of them must be
women in order to meet the minimum share requirement under Section 86 (7)
of the Austrian Stock Corporation Act (AktG).

4. Shareholders‘ right to information pursuant to Section 118 Austrian
Stock Corporation Act (AktG)

On request, each shareholder is entitled to obtain information about
matters concerning the Company at the Annual General Meeting to the extent
that this is necessary to properly assess the items on the Agenda. The
information obligation also extends to the legal relations of the Company
to an affiliated company and to the state of the Group and of the
companies included in the Consolidated Financial Statements.

Information may be denied if, according to reasonable business judgement,
it could cause significant harm to the Company or an affiliated company,
or if the disclosure thereof would constitute an offence.

Requests for information are generally made verbally at the Annual General
Meeting but are also welcome in writing.

Questions that require lengthy preparation to be answered may be submitted
to the Executive Board in writing in good time before the Annual General
Meeting in order to safeguard the efficiency of the Meeting. The questions
may be submitted to the Company at 2630 Ternitz, Hauptstraße 2, attn.
Manuela Scheiber, or by e-mail to [15]vorstand@sbo.at.

5. Shareholders’ proposals pursuant to Section 119 Austrian Stock
Corporation Act (AktG)

Each shareholder is entitled – irrespective of a certain shareholding – to
submit proposals to the Annual General Meeting on any item of the Agenda.
The requirement for this is proof of the right to attend in accordance
with Section III. of this Invitation. If several proposals have been made
regarding a specific item on the Agenda, the Chairman shall determine the
order of voting pursuant to Section 119 (3) Austrian Stock Corporation Act
(AktG).

A shareholder’s proposal on Agenda item 6. „Election of two persons to the
Supervisory Board“ is subject to the timely submission of a resolution
proposal pursuant to Section 110 Austrian Stock Corporation Act (AktG):
Persons can only be proposed for election to the Supervisory Board by
shareholders whose aggregate shareholdings reach 1 % of the Company’s
share capital. Such nominations must be received by the Company no later
than 21 April 2026 in the manner specified above (Section V para 2). Each
nomination must be accompanied by a declaration pursuant to Section 87 (2)
Austrian Stock Corporation Act (AktG) stating the nominee’s expert
knowledge, his or her professional or comparable functions as well as any
circumstances which could give rise to the concern of bias. Otherwise, the
shareholder’s proposal for the election of a person to the Supervisory
Board must not be taken into account when voting.

For information pursuant to Section 110 (2) Sentence 2 in conjunction with
Section 86 (7) and (9) Austrian Stock Corporation Act (AktG), reference is
made to the explanations in Section V para 3.

6. Information on data protection for shareholders

SBO AG processes personal data of the shareholders (in particular those
required by Section 10a (2) Austrian Stock Corporation Act (AktG), i.e.
name, address, date of birth, securities deposit number, number of shares
of the shareholder, class of shares (if applicable), voting card number as
well as name and date of birth of the proxy (if any)) according to the
applicable data protection legislation, in particular the European General
Data Protection Regulation (GDPR) and the Austrian Data Protection Act
(Datenschutzgesetz), in order to enable shareholders to exercise their
rights at the Annual General Meeting. Under the Austrian Stock Corporation
Act (AktG), the processing of shareholders‘ personal data is a mandatory
prerequisite for the preparation, conducting, follow-up as well as
participation of shareholders and their proxies in the Annual General
Meeting. The legal basis for the processing is Article 6 (1) (c) GDPR.

SBO AG is the data controller with respect to such processing. SBO AG uses
external service providers such as notaries, lawyers, banks, counting
service providers and IT service providers for the purposes of organizing
the Annual General Meeting and dividend clearing. They receive from SBO AG
only such personal data as are necessary for the execution of the
commissioned service and process the data only in accordance with the
instructions of SBO AG. Where legally necessary, SBO AG has concluded a
data processing agreement with these service providers.

If a shareholder participates in the Annual General Meeting, all
shareholders or proxies present, the members of the Executive Board and
Supervisory Board, the notary and all other persons with a legal right to
participate may inspect the legally mandatory list of participants
(Section 117 Austrian Stock Corporation Act (AktG)) and thus also inspect
the personal data specified therein (including name, place of residence,
shareholding relationship). Furthermore, SBO AG is required by law to
submit personal shareholder data (in particular the list of participants)
as part of the notarial protocol to the Commercial Register (Firmenbuch)
(Section 120 Austrian Stock Corporation Act (AktG)).

Shareholders‘ data will be anonymized or deleted as soon as it is no
longer necessary for the purposes for which they were collected or
processed, unless other legal obligations require further storage.
Evidence and storage obligations derive in particular from commercial,
stock and takeover legislation, from fiscal and tax legislation and from
anti money laundering regulations. If legal claims are made by
shareholders against
SBO AG or vice versa by SBO AG against shareholders, the storage of
personal data serves to clarify and enforce claims in individual cases.
This may lead to the storage of data in the context of civil court
proceedings for the duration of the limitation period plus the duration of
the court proceedings up to their legally binding termination.

Each shareholder has a right of access, rectification, restriction,
objection, and erasure at any time regarding the processing of personal
data, as well as a right to data portability in accordance with Chapter
III of the GDPR. Shareholders may exercise these rights against SBO AG
free of charge by using the e-mail address [16]compliance@sbo.at or the
following contact details:

SBO AG
Group Compliance Management
2630 Ternitz, Hauptstraße 2
Phone: +43 2630 315 – 0

Furthermore, shareholders have the right to lodge a complaint with the
data protection supervisory authority pursuant to Article 77 GDPR.

For further information on data protection, please refer to the privacy
policy on the website of SBO AG at [17]www.sbo.at/en/privacy-policy.

VI. FURTHER INFORMATION AND NOTES

Total number of shares and voting rights

At the date of the invitation to the Annual General Meeting, the share
capital of the Company is EUR 16,000,000.00, which is divided into
16,000,000 bearer shares with a nominal of EUR 1.00 each.

At the date of the invitation, the Company holds 240,635 treasury shares.
These treasury shares do not entitle the Company to any rights, including
voting rights.

At the date of the invitation of the Annual General Meeting, the total
number of voting rights amounts to 15,759,365.

Any change in the number of treasury shares up to the Annual General
Meeting and thus in the total number of voting rights will be communicated
at the Annual General Meeting.

There are not several classes of shares.

Ternitz, March 2026 
 

The Executive Board

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31.03.2026 CET/CEST
View original content: [18]EQS News

══════════════════════════════════════════════════════════════════════════

Language: English
Company: SBO AG
Hauptstrasse 2
2630 Ternitz
Austria
Phone: +43 (0)2630/315110
E-mail: info@sbo.at
Internet: http://www.sbo.at
ISIN: AT0000946652
Listed: Vienna Stock Exchange (Official Market)

 
End of News EQS News Service

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15. vorstand@sbo.at
16. compliance@sbo.at
17. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=c37188dfe402e107f03632cc3a3f5b03&application_id=2300560&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
18. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=12bb3d0654f23a89d493e1c352b65434&application_id=2300560&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news

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