EQS-News

Alienation of own shares - Seite 2

The lowest consideration to be paid upon repurchase is EUR 3.05 per share; the highest consideration to be paid upon repurchase may not be more than 10% above the average unweighted stock exchange closing price of the 10 trading days preceding the exercise of this authorization.

This authorization can be exercised in full, in part, or in several partial amounts in pursuit of one or more purposes – other than for the purpose of securities trading - by the Company, by a subsidiary (pursuant to sec. 189a sub-para. 7 of the Commercial Code (Unternehmensgesetzbuch) or by third parties for the account of any of the foregoing.

2. The Management Board shall be and hereby is authorized pursuant to sec. 65 para. 1b of the Stock Corporation Act, subject to the approval of the Supervisory Board, to resolve on a way of disposing of own shares, other than by sale on the stock exchange or by public offer, with partial or full exclusion of the subscription right of shareholders and to determine the conditions of sale. Exclusion of the subscription right of shareholders shall only be permissible if the own shares are used as consideration for a contribution in kind, in the case of the acquisition of enterprises, businesses, business units or shares in one or more companies in Austria or abroad.

Furthermore, shareholders’ subscription rights may be excluded in the event that convertible bonds are issued in the future on the basis of the resolution passed by the General Meeting of 20 October 2020 under item 10 of the agenda, in order that (own) shares may be issued to such convertible bond creditors that have exercised their right of conversion into or subscription to shares in the Company granted to them in accordance with the terms and conditions of the convertible bonds, and also in the event of a conversion obligation stipulated in the convertible bonds’ issuance conditions in order to fulfill this conversion obligation. This authorization can be exercised in full, in part, or in several partial amounts, and in pursuit of one or more purposes by the Company, by a subsidiary (pursuant to sec. 189a sub-para. 7 of the Commercial Code) or by third parties acting for their account and it shall remain valid for a period of five years from the day on which this resolution is adopted, thus until 31 March 2027.