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

28.04.2022 / 12:57
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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Semperit Aktiengesellschaft Holding
Am Belvedere 10, 1100 Vienna
FN 112544 g
ISIN AT 0000785555

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 133^rd annual general meeting held on 27 April 2022 the following
resolutions were adopted:

1. For a period of 30 (thirty) months from the day on which the resolution
is passed, the Executive Board shall be authorized in accordance with
section 65 (sixty five) para 1 (paragraph one) rec.8 (recital eight) and
para 1a (paragraph one letter a) and 1b (one letter b) of the Stock
Corporations Act (AktG) – subject to the simultaneous revocation of the
relevant resolutions adopted by the Annual General Meeting on 22 July 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 Executive Board shall
publish the Executive Board’s resolution and the respective repurchase
program based on it, including its duration, in accordance with the
statutory provisions (each). The Executive 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% (ten percent) 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 (one hundred eighty nine letter a) rec. 7 (recital seven) 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 Executive 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 (one hundred eighty nine
letter a) rec. 7 (recital seven) 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 Incorporation
resulting from the redemption of shares.

3. For a period of 5 (five) years from the date of the resolution –
subject to the simultaneous revocation of the respective resolutions by
the General Meeting of 27 July 2020 – the Executive Board is authorized,
with the consent by the Supervisory Board, to determine, in accordance
with section 65 (sixty five) para 1b (paragraph one letter b) of the Stock
Corporations 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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28.04.2022

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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

1338545  28.04.2022 

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