Wien (pta039/03.06.2019/16:15) - The 33rd annual general meeting of shareholders of Warimpex Finanz- und Beteiligungs Aktiengesellschaft held on 3 June 2019, passed the following resolution on agenda item 7:
7.a) The authorisation of the management board granted by the Annual General Meeting on 14 June 2017 to acquire treasury shares (own shares) pursuant to section 65 para 1 no 8 as well as para 1a and para 1b Stock Corporation Act via the stock exchange or by means other than via the stock exchange in a volume of up to 10% of the Compa-ny's share capital, also with exclusion of the proportional right of disposal of share-holders, which may arise in the context of such acquisition (exclusion of reverse sub-scription rights), as well as the authorisation of the management board to dispose treasury shares (own shares) by other means than via the stock exchange or a public offer and excluding the shareholders' right to purchase shares (exclusion of subscrip-tion rights) is revoked.
7.b) The management board is authorised 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 Stock Corporation Act to acquire shares in the Company up to the statutory limit of 10 % of the share capital, taking into account shares in the Company previously acquired. The consideration per share to be paid on the repurchase must not be lower than a maximum of 30% below 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 a public offer or other beneficial means permitted by law, in-cluding over the counter or by means of a negotiated purchase from individual share-holders intending to sell their shares, also in the form of futures, and also with exclu-sion of the proportional rights of disposal of shareholders, which may arise in the con-text of such acquisition (exclusion of reverse subscription rights). Furthermore, the management board is authorised to determine the conditions of any acquisition, whereby it shall publish its relevant resolution and the repurchase programme based thereon, including its duration, in accordance with the applicable legal requirements. This authorisation may be performed in full or in part or in several tranches and for one or several purposes by the Company or a subsidiary pursuant to section 189a of the Austrian Commercial Code (Unternehmensgesetzbuch) or by third parties for the account of the Company. Trading in own shares as the purpose of the acquisition is excluded.
7.c) The management board is authorised for a period of five years from the date of the resolution with the approval of the supervisory board to dispose of or use treasury shares (own shares) of the Company by other means than via the stock exchange or a public offer. The authorisation may be used fully or in part, also in several tranches and for one or more purposes. The proportional right of purchase of shareholders in case of sale or use by means other than via the stock exchange or by way of a public offer is excluded (exclusion of subscription right). The treasury shares (own shares), in particular,
i) may be used for payment to employees of the Company or a subsidiary, whether for consideration or free of charge;
ii) may be used with regard to convertible bonds (Wandelschuldverschreibungen) and/or warrant bonds (Optionsschuldverschreibungen);
iii) may be used as consideration for real estate, companies, businesses or shares in one or more companies domestically or abroad transferred to the Company or its subsidiaries;
iv) may be sold (1) at any time via the stock exchange or a public offer as well as (2) for a period of five years from the date of the resolution in any other legally permissible manner, including over-the-counter, pursuant to section 65 para 1b Stock Corporation Act.
7.d) The management board is authorised, without further approval by the Annual General Meeting, to cancel treasury shares (own shares) with the approval of the supervisory board. The supervisory board is authorised to resolve on amendments to articles of association resulting from a cancellation of own shares.(end)