Announcement according to article 119 section 9 BörseG
UBM Development AG: Publication pursuant to Section 2 of the Austrian Publication Ordinance (Veröffentlichungsverordnung)
Vienna (pta029/21.05.2025/17:30 UTC+2)
Revocation of the authorization of the Management Board to acquire treasury shares (own shares) as well as of the authorization of the Management Board to dispose of treasury shares (own shares), together with the respective new authorizations of the Management Board to acquire treasury shares and to dispose of treasury shares (own shares) by other means than via the stock exchange or via a public offer and excluding the general right of subscription of shareholders (exclusion of subscription right).
The 144th Annual General Meeting of UBM Development AG, Laaer-Berg-Straße 43, 1100 Vienna, held on 21 May 2025, passed the following resolutions on agenda item 6:
- The authorization of the Management Board resolved by the Annual General Meeting on 19 May 2023 to acquire treasury shares (own shares) pursuant to Section 65 para 1 no 4 and no 8 as well as para 1a and para 1b AktG, as well as the authorization of the Management Board also resolved by the Annual General Meeting on 19 May 2023 with respect to the disposal respectively use of treasury shares (own shares) pursuant to Section 65 para 1b AktG is revoked.
- The Management Board is authorized by the Annual General Meeting for a period of 30 months from the date of the resolution pursuant to Section 65 para 1 no 4 and no 8 as well as para 1a and para 1b AktG to acquire treasury shares (own shares) up to the statutory limit of 10 % of the share capital, taking into account own shares previously acquired. The consideration per share to be paid on the repurchase must not be lower than EUR 7.00 and not higher than a maximum of 10% above the average of the unweighted closing price of the ten stock exchange trading days preceding the repurchase. Any acquisition may be carried out via the stock exchange or by means of a public offer or any other appropriate means permitted by law, including over the counter or by means of a negotiated purchase from individual shareholders intending to sell their shares, and also with exclusion of the quota-based right to tender of shareholders, which may arise in the context of such acquisition (reverse exclusion of subscription rights). The Management Board is further authorized to determine the respective repurchase conditions, whereby the Management Board shall publish its relevant resolution and the respective repurchase programme based thereon, including its duration, in accordance with the statutory provisions (in each case). 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 pursuant to Section 189a of the Austrian Commercial Code (Unternehmensgesetzbuch) or by third parties for the account of the Company. Trading in treasury shares (own shares) as the purpose of the acquisition is excluded.
- The Management Board is authorized for a period of five years from the date of the resolution in accordance with Section 65 para 1b AktG to dispose of or use treasury shares (own shares) of the Company by other means than via the stock exchange or via a public offer, subject to the consent of the Supervisory Board. The authorization may be performed in full or in part, also in several tranches and for one or more purposes. The proportional subscription right of the shareholders in case of a disposal or use other than via the stock exchange or by means of a public offer is excluded (exclusion of subscription right).
- The Management Board is authorized, without further approval by the General Meeting, to cancel treasury shares (own shares) with the consent of the Supervisory Board. The Supervisory Board is authorized to resolve on amendments to the articles of association resulting from a cancellation of treasury shares (own shares).
(Publication pursuant to Section 65 para 1a of the Austrian Stock Corporation Act (AktG) and Section 119 para 9 of the Austrian Stock Exchange Act [BörseG] 2018 in conjunction with Section 2 of the Austrian Publication Ordinance [Veröffentlichungsverordnung] 2018)
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Emitter: |
UBM Development AG Laaer-Berg-Straße 43 1100 Wien Austria |
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Contact Person: | Christoph Rainer | |
Phone: | +43 664 80 1873 200 | |
E-Mail: | investor.relations@ubm-development.com | |
Website: | www.ubm-development.com | |
ISIN(s): | AT0000815402 (Share) AT0000A2AX04 (Bond) AT0000A2QS11 (Bond) AT0000A35FE2 (Bond) AT0000A3FFK1 (Bond) XS2355161956 (Bond) | |
Stock Exchange(s): | Vienna Stock Exchange (Official Trade); Free Market in Frankfurt (Scale) |