IMMOFINANZ AG: Release of other admission duties to follow according to section 119 para 9 Austrian Stock Exchange Act 2018
Announcement according to section 119 para 9 Austrian Stock Exchange Act 2018
IMMOFINANZ AG: Release of other admission duties to follow according to section 119 para 9 Austrian Stock Exchange Act 2018
ISIN: AT0000A21KS2
In the 31st ordinary shareholders’ meeting of IMMOFINANZ AG held on 29 May 2024 the following resolutions have been passed in relation to item 10 of the agenda (Resolution on authorisations of the Executive Board for the repurchase and sale of treasury shares other than via the stock exchange or via a public offering, also with an authorisation of the Executive Board to exclude the shareholders´ rights to a pro-rata disposal of their shares as well as to a pro-rata purchase of shares (exclusion of subscription rights) and the authorisation of the Executive Board to redeem treasury shares):
“1. The authorisation of the Executive Board granted in the 30th ordinary shareholders’ meeting on 3 May 2023 to purchase treasury shares to the extent not utilised shall be withdrawn and the Executive Board shall be authorised in accordance with section 65 para 1 no 8 as well as para 1a and para 1b Austrian Stock Corporation Act for a period of 30 months from the date of the adopted resolution, with the consent of the Supervisory Board, to repurchase treasury shares in the Company for a total of up to 10 per cent of the share capital of the Company, also under repeated use of the 10 per cent threshold, both over the stock exchange or public offer as well as by other means, also with the exclusion of the shareholders’ right to sell their shares, that may accompany such an acquisition. The authorisation may be exercised in full or in part or in multiple partial amounts by the Company, companies affiliated with it (section 189a no 8 Austrian Commercial Code) or by third parties for their account, and in pursuit of one or more purposes. The repeated use of the authorisation is permissible. The authorisation shall be exercised by the Executive Board in such a way that the portion of the share capital associated with the shares acquired by the Company on the basis of this authorisation or otherwise may not exceed 10% of the share capital at any time. The equivalent price per share must not fall below the level of EUR 1.00. The highest equivalent price per share paid in the buy-back shall not be more than 15 per cent above the average of the volume weighted daily closing price of the previous ten trading days of the shares on the Vienna Stock Exchange prior to the agreement of the respective acquisition. In the case of a public offer, the cut-off date for the end of the calculation period shall be the day on which the intention to make a public offer is announced (section 5 para 2 and 3 of the Austrian Takeover Act). If treasury shares are sold and repurchased by the Company in the course of financing transactions (e.g. repo transactions or swap transactions) or in transactions involving securities lending or loans, the sales price shall be the highest equivalent price for the buy-back in addition to appropriate interest.
2. The authorisation of the Executive Board granted in the 30th ordinary shareholders’ meeting on 3 May 2023 to sell treasury shares shall be withdrawn in the unused amount and the Executive Board shall be authorised in accordance with section 65 para 1b Austrian Stock Corporation Act for a period of 5 years from the date of the adopted resolution, subject to the approval of the Supervisory Board, to sell and use treasury shares in another way than over the stock exchange or through a public offering, and also to hereby exclude the proportional purchase right of shareholders (exclusion of subscription right). The authorisation may be exercised once or on several occasions, in full or in part or in multiple partial amounts and in pursuit of one or more purposes by the company, companies affiliated with it (section 189a no 8 Austrian Commercial Code) or by third parties for their account.
3. The authorisation of the Executive Board granted in the 30th ordinary shareholders’ meeting on 3 May 2023 to redeem treasury shares to the extent not utilised shall be withdrawn and the Executive Board shall be authorised without further involvement of the shareholders’ meeting, with the consent of the Supervisory Board, to redeem treasury shares. The Supervisory Board shall be authorised to resolve upon amendments of the Articles of Association resulting from the redemption of treasury shares.”
