Vienna (pta036/02.06.2022/15:34) - Publication of a resolution of the General Meeting pursuant to Section 2 Para 1 of the Austrian Publication Regulation 2018 in connection with Section 119 Para 9 and Para 7 of the Austrian Stock Exchange Act 2018
The ordinary General Meeting of FREQUENTIS AG held on 2 June 2022 adopted the following resolution in relation to item 9 of the agenda (Resolution on the authorization of (i) the Executive Board to purchase own shares pursuant to Section 65 Para 1 No. 4 and No. 8 Austrian Companies Act (AktG) both via the stock exchange and off-market in a volume of up to 10% of the nominal capital and to also exclude the general selling possibility of the shareholders that may be related to such purchase, (ii) the Executive Board to reduce the nominal capital by cancelling own shares without any further resolution by the General Meeting, and (iii) the Supervisory Board to adopt amendments to the Articles of Association arising from the cancellation of shares):
a) The Executive Board has been authorized pursuant to Section 65 Para 1 No. 4 and No. 8 Austrian Companies Act (AktG) to purchase both via the stock exchange and off-market no-par value 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 prior to the purchase of the shares. Trade in own shares is excluded as a purpose of the purchase. This authorization may be exercised in total or partially and also in several tranches and for one or 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 also be effected under the exclusion of the general selling possibility of shareholders, and may also be effected only from certain shareholders or from one single shareholder.
b) Furthermore, the Executive 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, 2 June 2022
The Executive Board(end)
|contact person:||Stefan Marin|
|stock exchanges:||official trade in Vienna|
|other stock exchanges:||Regulierter Markt in Frankfurt|