Vienna (pta027/20.09.2019/12:51) - Publication of a resolution of the General Meeting pursuant to Section 119 Para 9 Austrian Stock Exchange Act 2018 in connection with Section 2 Para 1 Austrian Publication Regulation 2018
The extraordinary General Meeting of FREQUENTIS AG held on 20 September 2019 adopted the following resolution in relation to the fifth (5) item of the agenda (Resolution on the authorization (i) of the Management Board to purchase own shares pursuant to Section 65 Para 1 No. 4 and No. 8 Stock Corporation Act both via the stock exchange and off-market in a volume of up to 10% of the nominal capital of the Company and to also exclude the general selling possibility of the shareholders related to such purchase, (ii) of the Management Board to reduce the nominal capital by cancelling own shares without any further resolution by the General Meeting, and (iii) of the Supervisory Board to adopt amendments to the Articles of Association arising from the cancellation of shares):
a) The Management Board has been authorized pursuant to Section 65 Para 1 No. 4 and No. 8 Stock Corporation Act to purchase both via the stock exchange and off-market bearer shares in the Company in a volume of up to 10% of the nominal capital of the Company for a period of 30 months from the date of such resolution of the General Meeting, whereby the minimum consideration per share may not be more than 20% below and the maximum consideration per share may not be more than 10% above the average closing price on the stock exchange over the preceding ten trading days. Trade in own shares is excluded as an object of purchase. This authorization may be exercised in total or partially and also in several tranches and for several purposes by the Company, by a subsidiary (Section 189a No. 7 of the Austrian Business Enterprise Code - "UGB") or for the account of the Company or a subsidiary (Section 189a No. 7 UGB) by third parties. In case of a purchase of shares off-market, such purchase may be effected under the exclusion of the general selling possibility of shareholders, and may be effected also only from certain shareholders or from one single shareholder.
b) Furthermore, the Management Board has been authorized to reduce the nominal capital by cancelling own shares without any further resolution by the General Meeting.
c) The Supervisory Board has been authorized to adopt amendments to the Articles of Association arising from the cancellation of shares.
Vienna, September 2019
The Management Board(end)
|contact person:||Stefan Marin|
|stock exchanges:||official trade in Vienna|
|other stock exchanges:||Regulierter Markt in Frankfurt|