Information on the Repurchase of Shares
Publication of the resolution of the extraordinary general meeting held on 4 October 2019 on the authorization to acquire own shares in accordance with § 65 para. 1 no. 8 AktG und to sell own shares
The extraordinary general meeting of KTM Industries AG (in the future: PIERER Mobility AG) held on 4 October 2019 adopted the following resolutions, which are subject to publication in accordance with § 65 para. 1 no. 8 and para 1a AktG in connection with §§ 2 and 3 Publication Regulation 2018 (Veröffentlichungsverordnung 2018):
Authorization of the Management Board to acquire own shares and to withdraw own shares
1. The Management Board is authorized in accordance with § 65 para. 1 no. 8 AktG, for a period of 30 months from the date of the resolution to acquire own shares of the company through the stock exchange or over the counter, excluding the quota-based tendering right of the shareholders and – without the annual general meeting having to be considered again beforehand – to withdraw these own shares with the approval of the Supervisory Board. Trading in own shares shall be excluded as a purpose of the acquisition.
2. The amount of own shares to be acquired shall not exceed 10 percent of the total share capital of the company.
3. The consideration payable per share to be acquired shall in each case not fall below or exceed the average unweighted closing price on the SIX Swiss Exchange during the last 10 trading days by more than 20 percent.
4. The authorization can be invoked by the company, its group companies or by third parties for their account as a whole or in several tranches for one or several purposes.
5. The Supervisory Board is authorized to resolve on changes to the articles of association deriving from the withdrawal of own shares.
Authorization to the Management Board to sell treasury Shares
1. The Management Board is authorized for a period of five years from the date of this resolution, subject to the approval of the Supervisory Board, to adopt a resolution on a method of selling and/or using own shares also other than by sale via the stock exchange or by public offer in any legitimate manner and to determine the conditions of the sale, whereby the shareholders’ subscription rights can be excluded (exclusion of subscription rights).
2. The authorization may be exercised in full or in part or in several tranches and in pursuit of one or several purposes.
THIS ANNOUNCEMENT DOES NEITHER CONSTITUTE AN OFFER TO SELL NOR AN INTIMATION TO SUBMIT A PROPOSAL FOR THE ACQUISITION OF SECURITIES OF KTM INDUSTRIES AG. THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.