Announcement pursuant to Section 119(9) of the Austrian Stock Exchange Act 2018
IMMOFINANZ AG: Release of further admission fees to follow pursuant to Section 119(9) of the Austrian Stock Exchange Act 2018
At 29e the ordinary general meeting of shareholders of IMMOFINANZ AG held on July 12, 2022, the following resolutions were adopted with regard to item 8 of the agenda (Resolution relating to the authorizations of the Management Board for the redemption and sale of treasury shares other than on the stock exchange or via a public offering, also with an authorization from the Management Board to exclude the rights of shareholders to a pro rata transfer of their shares as well as a pro rata purchase of the shares (exclusion of the rights of subscription) and the authorization of the Board of Directors to buy back treasury shares):
“1. The authorization of the Management Board granted at the 27th ordinary general meeting of shareholders of October 1, 2020 to purchase own shares is withdrawn and the Management Board is also authorized in accordance with Article 65, paragraph 1, point 8, of the Austrian Stock Companies Act in accordance with paragraphs 1a and 1b of the Austrian Stock Companies Act for a period of 30 months from the date of the resolution adopted, with the consent of the supervisory board, for repurchase the Company’s own shares for a total of up to 10% of the Company’s share capital, also in the event of repeated use of the 10% threshold, both on the stock exchange or by public offering and by other means, also excluding the right of shareholders to sell their shares, which may accompany these The authorization may be exercised in whole or in part or in several times by the Company, its affiliated companies or by third parties on their behalf, and in pursuit of one or more ore purposes. Repeated use of permission is permitted. The authorization will be exercised by the Management Board in such a way that the portion of the share capital attached to the shares acquired by the Company by virtue of this authorization or otherwise may not at any time exceed 10% of the share capital. The equivalent price per share must not fall below the level of EUR 1.00. The highest equivalent price per share paid on redemption must not exceed by more than 15% the average of the daily volume-weighted closing prices of the last ten trading days of the shares on the Vienna Stock Exchange before the agreement of the respective acquisition. In the case of a public offer, the cut-off date for the end of the calculation period will be the day on which the intention to make a public offer is announced (article 5 paragraphs 2 and 3 of the Austrian Takeover Act). If treasury shares are sold and repurchased by the Company in the context of financing transactions (e.g. repurchase transactions or exchange transactions) or in the context of securities lending or lending transactions, the price will be the highest equivalent price for redemption plus appropriate interest.
2. The authorization of the management board granted at the 27th ordinary general meeting of shareholders on October 1, 2020 to sell treasury shares will be withdrawn for the unused amount and the management board will be authorized in accordance with article 65, paragraph 1b, of the law on joint-stock companies for a period of 5 years from the decision taken, subject to the approval of the Supervisory Board, to sell and use the own shares other than on the stock exchange or by public offer, and thus exclude the proportional purchase right of the shareholders (exclusion of the subscription right). The authorization may be exercised once or several times, in whole or in part or in several partial amounts and pursuing one or more objects by the company, the companies affiliated to it (Section 189a No. 7 of the Austrian Commercial Code) or by third parties on their behalf.
3. The authorization given to the Management Board by the 27th Ordinary General Meeting of October 1, 2020 to buy back the treasury shares is withdrawn and the Management Board is authorized without further intervention by the General Meeting, with the agreement of the Supervisory Board, to buy back own shares. The Supervisory Board is authorized to rule on amendments to the articles of association resulting from the buyback of treasury shares.
Immofinanz AG published this content on July 12, 2022 and is solely responsible for the information contained therein. Distributed by Audienceunedited and unmodified, on Jul 12, 2022 1:43:07 PM UTC.