PTA-CMS

PORR AG: Publication pursuant to sec 2, 4 and 5 of the Publication Regulation (Veröffentlichungsverordnung)

Acquisition and/or disposal of own shares according to article 82 section 9 BörseG

Wien (pta041/24.05.2016/15:10) - Non-binding English convenience translation

Authorization of the Management Board to acquire treasury shares, revocation of the existing Management Board's authorization to sell treasury shares, combined with the new authorization of the Management Board to sell treasury shares as well as the cancellation of treasury shares and the resolution on the sale of treasury shares

The 136th Annual General Meeting of PORR AG, 1100 Vienna, Absberggasse 47, held on 24 May 2016, passed the following resolution on agenda item 6:

The Management Board is authorized by the General Meeting for a period of 30 months from the date of resolution in accordance with section 65 para 1 no 4 and no 8 as well as para 1a and para 1b Stock Corporation Act to acquire treasury shares of the Company to the extent permitted by law of 10% of the share capital, including already acquired shares. The consideration at time of repurchase must not be lower than EUR 1.00 and not be higher than a maximum of 10% above the average unweighted closing price of the repurchase of the ten trading days preceding the repurchase. The shares may be purchased via the stock exchange or a public offer or other beneficial means permitted by law, in particular also over the counter, or by means of a negotiated purchase from individual shareholders intending to sell their shares and also excluding the proportional right of disposal of shareholders which may arise in the context of such acquisition (exclusion of reverse subscription right). The Management Board is further authorized to determine the respective repurchase conditions, whereupon the Management Board is required to publish the Management Board's resolution and the share repurchase program based thereon, including its duration in accordance with the applicable legal requirements. This authorization may be performed in full or in part or in several tranches and for one or several purposes by the Company, by a subsidiary (section 189a Commercial Code) or by third parties for account of the Company. Trading in treasury shares as the purpose of the acquisition is excluded.