EQS-AGM: Lenzing AG: Resolutions on the authorization to acquire and to sell own shares
EQS-News: Lenzing AG / Announcement of the Results of the General Meeting
Lenzing AG: Resolutions on the authorization to acquire and to sell own
shares
24.04.2024 / 09:30 CET/CEST
Announcement of the Results of the General Meeting, 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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Lenzing Aktiengesellschaft
Commercial Register No. (“FN”) 96499 k
ISIN 0000644505
Publication of the resolutions passed by the Annual General Meeting
held on 18 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)
At the 80^th Annual General Meeting of Lenzing Aktiengesellschaft, the
following resolutions were adopted on 18 April 2024:
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 4 and 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
26 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, 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 no 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 no 7 of the Austrian
Commercial Code) or by third parties for the account of the Company.
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 26 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.
Lenzing, April 2024
Management Board
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24.04.2024 CET/CEST
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Language: English
Company: Lenzing AG
4860 Lenzing
Austria
Phone: +43 7672-701-0
Fax: +43 7672-96301
E-mail: office@lenzing.com
Internet: www.lenzing.com
ISIN: AT0000644505
Listed: Vienna Stock Exchange (Official Market)
End of News EQS News Service
1888115 24.04.2024 CET/CEST
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