EQS-CMS: Semperit AG Holding: Other admission duties to follow

EQS Post-admission Duties announcement: Semperit AG Holding / Publication
according to § 119 (9) BörseG
Semperit AG Holding: Other admission duties to follow

23.04.2024 / 14:59 CET/CEST
Dissemination of a Post-admission Duties announcement transmitted by EQS
News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Semperit Aktiengesellschaft Holding
FN 112544 g
ISIN AT 0000785555

Publication of the resolutions passed by the Annual General Meeting held
on 23 April 2024 on the authorization to acquire and to sell own shares of
the Company pursuant to Section 65 para 1 no 4 and no 8 and para 1a and 1b
Austrian Stock Corporation Act (AktG) in conjunction with
Section 119 para 9 Austrian Stock Exchange Act (BörseG) and
Section 2 para2 Austrian Disclosure Regulation (VeröffentlichungsV)

 

In the 135. annual general meeting held on 23 April 2024 the following
resolutions were adopted:

 1. For a period of 30 months from the day on which the resolution is
passed, the Management Board shall be authorized in accordance with
Section 65 para 1 no 8 and para 1a and 1b of the Austrian Stock
Corporation Act (AktG) – subject to the simultaneous revocation of the
relevant resolutions adopted by the Annual General Meeting on
27 April 2022 -, with the consent by the Supervisory Board, to acquire
own shares of the Company, whereby the lowest consideration to be paid
at the time of repurchase is 25% below the weighted average closing
price of the last 20 trading days prior to the start of the respective
repurchase program and the highest consideration to be paid at the
time of repurchase is 25% above the weighted average closing price of
the last 20 trading days prior to the start of the corresponding
repurchase program, and to determine the terms and conditions of the
repurchase, whereby the Management Board shall publish the Management
Board’s resolution and the respective repurchase program based on it,
including its duration, in accordance with the statutory provisions
(each). The Management Board may exercise this authorization once or
several times within the limits of the legal requirements regarding
the maximum number of own shares permitted, up to a total limit of 10%
of the share capital. The authorization may be exercised in whole or
in part or in several partial amounts and in pursuit of one or more
purposes by the Company, by a subsidiary company (Section 189a no 7 of
the Austrian Commercial Code) or by third parties for the account of
the Company. The acquisition can be carried out on or off-exchange in
compliance with the legal requirements. Trading in own shares is
excluded as the purpose of acquisition.
 2. The Management Board is authorized, with the consent by the
Supervisory Board, to redeem or resell the acquired own shares without
a further resolution of the General Meeting and to determine the terms
and conditions of sale. The authorization may be exercised in whole or
in several partial amounts and in pursuit of one or more purposes by
the Company, by a subsidiary company (Section 189a no 7 of the
Austrian Commercial Code) or by third parties for the account of the
Company. The Supervisory Board is authorized to adopt any amendments
to the Articles of Association resulting from the redemption of
shares.
 3. For a period of 5 years from the date of the resolution – subject to
the simultaneous revocation of the respective resolutions by the
Annual General Meeting of 27 April 2022 – the Management Board is
authorized, with the consent by the Supervisory Board, to determine,
in accordance with Section 65 para 1b of the Austrian Stock
Corporation Act (AktG), for the sale of own shares a legally
permissible method of disposal other than via the stock exchange or a
public offer and to resolve on any exclusion of the shareholders‘
right to repurchase (subscription right) and to determine the
conditions of sale.

 

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23.04.2024 CET/CEST

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Language: English
Company: Semperit AG Holding
Am Belvedere 10
1100 Wien
Austria
Internet: www.semperitgroup.com

 
End of News EQS News Service

1887309  23.04.2024 CET/CEST