CMS: Semperit AG Holding: Other admission duties to follow
April 28, 2022 at 06:59 am EDT
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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.
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 133rd 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.
Semperit AG Holding is an Austria-based holding company. The Company is engaged in the development, production and marketing of polymer products for a wide range of industrial applications such as hydraulic and industrial hoses, conveyor belts, escalator handrails, building construction profiles, cable car rings as well as railway superstructure products and many others. Its product line are used in industries such as Agriculture, Bulk Transportation Systems, Construction Industry, Manufacturing Industry, Health Care, Shipping Industry, Packaging Industry, Renewable Energy & Power Generation, Automotive Industry, Steel Industry among others. It has production facilities in over 16 countries on three continents, and maintains its own global distribution network with branches in Asia, Europe, the United States and Latin America.
SEMPERIT AG HOLDING 
