EQS-CMS: Lenzing AG: Other admission duties to follow
EQS Post-admission Duties announcement: Lenzing AG / Publication according
to § 119 (9) BörseG
Lenzing AG: Other admission duties to follow
28.04.2022 / 13:16
Dissemination of a Post-admission Duties announcement transmitted by EQS –
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Lenzing Aktiengesellschaft
Werkstraße 2, 4360 Lenzing
FN 96499 k
ISIN AT 0000644505
Authorization for the acquisition and sale of own shares
Publication pursuant to section 119 para 9 Stock Exchange Act 2018
(Börsegesetz 2018) in connection with section 2 Disclosure Regulation 2018
(Veröffentlichungsverordnung 2018)
In the 78th annual general meeting held on 26 April 2022 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 rec. 4 and 8 and para 1a and 1b of the Austrian Stock
Corporations Act (AktG) – subject to the simultaneous revocation of the
relevant resolution adopted by the Annual General Meeting on 18 June 2020
-, 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 nominal 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 rec. 7 of the Austrian Commercial Code) or by third parties for the
account of the Company, in particular (i) for the purpose of implementing
an employee participation program including members of the Management
Board and senior executives of the Company or of companies affiliated with
it (Section 189a rec. 8 of the Austrian Commercial Code) or (ii) as
consideration in connection with the acquisition of companies, businesses,
parts of businesses or shares in one or more companies in Austria or
abroad. 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 rec. 7 of the Austrian
Commercial Code) or by third parties for the account of the Company.
3. The Supervisory Board is authorised to adopt any amendments to the
Articles of Association resulting from the redemption of shares.
4. For a period of five years from the date of the resolution, 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
Corporations Act (AktG) – subject to the simultaneous revocation of the
relevant resolution adopted by the Annual General Meeting on 18 June 2020
– 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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28.04.2022
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Language: English
Company: Lenzing AG
4860 Lenzing
Austria
Internet: www.lenzing.com
End of News EQS News Service
1338629 28.04.2022
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