DGAP-Adhoc PIERER Mobility AG: Decision of the Swiss Takeover Board on the validity of an opting out clause
DGAP-Ad-hoc: PIERER Mobility AG / Key word(s): Miscellaneous
Decision of the Takeover Board
dated February 2, 2021 concerning the
determination of the validity of an opting out clause
PIERER Mobility AG (SIX: PMAG) announced today that the Swiss Takeover Board has released the following order regarding the validity of the planned opting out clause pursuant to section 17 of the articles of association of PIERER Mobility AG to be voted on at the extraordinary general meeting of PIERER Mobility AG on February 26, 2021:
The Takeover Board decides:
1. It is determined that the opting out clause to be included in the articles of association of PIERER Mobility AG ("The obligation to make an offer pursuant to art. 135 of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading of 19 June 2015 [FinMIA] is fully excluded.") is valid pursuant to art. 125 para. 4 FinMIA, provided that (i) the shareholders of PIERER Mobility AG are informed about the introduction of the opting out clause and its consequences in a transparent manner in accordance with the proposed resolution and (ii) the majority of the present votes and the majority of the present votes of the minority shareholders at the planned general meeting of PIERER Mobility AG approve the relevant provision of the articles of association.
2. After the planned general meeting of PIERER Mobility AG, PIERER Mobility AG shall submit to the Takeover Commission (i) a copy of the convocation to the general meeting and the proposed resolution of the management board and the supervisory board regarding the opting out, (ii) a copy of the notarized minutes of the general meeting including the explanations on the proposed opting out and the resolutions including proof of the double majority, (iii) a copy of the revised articles of association of PIERER Mobility AG including the new provision on the opting out and (iv) proof of the valid registration of the amended articles of association with the commercial register of the Regional Court of Wels.