Share Buy Back
On 4 May 2023 the 36th Annual General Meeting of CA Immobilien Anlagen Aktiengesellschaft, Vienna, FN 75895 k, passed the following resolution:
"1. Pursuant to § 65 para 1 subpara 8 and para 1a and para 1b of the Austrian Stock Corporation Act, the Executive Board shall be authorised, with the consent of the Supervisory Board, to acquire treasury shares of the Company for a period of 30 months from the date of the resolution. The Executive Board may exercise this authorisation within the statutory limits on the maximum permissible number of treasury shares on one or more occasions up to a total of 10% of the share capital, provided that the proportion of the share capital represented by the shares acquired by the Company on the basis of this authorisation or otherwise does not exceed 10% of the share capital at any time. The consideration to be paid for the repurchase may not be less than 30% below and not more than 10% above the average, unweighted stock exchange closing price of the ten trading days preceding the repurchase. The Executive Board is further authorised to determine the respective other repurchase conditions. Trading in own shares is excluded as a purpose of the acquisition.
The acquisition may, at the discretion of the Executive Board, be effected on the stock exchange or by means of a public offer or, with the consent of the Supervisory Board, in any other legally permissible and expedient manner, in particular also over the counter and/or by individual shareholders and under exclusion of the quota tender right (reverse subscription right). The authorisation may be exercised in whole or in part or in several instalments and in pursuit of one or more purposes by the Company, its affiliated companies (§ 189a Z 8 UGB) or for their account by third parties. The repeated exercise of this authorisation is also permissible.
2. The general repurchase right (subscription right) of the shareholders shall be excluded when using the treasury shares to back the convertible bonds issued on the basis of the authorisation of today ("direct exclusion").
The Executive Board is further authorised, with the consent of the Supervisory Board, to resell the acquired treasury shares via the stock exchange or a public offer without a further resolution of the General Meeting and to determine the terms and conditions of the sale.
Furthermore, the Executive Board is authorised, with the consent of the Supervisory Board, for a period of five years from the date of today's resolution, to choose a legally permissible method of sale other than via the stock exchange or a public offer for the sale of treasury shares in accordance with § 65 paragraph 1b of the Austrian Stock Corporation Act and to decide on any exclusion of the shareholders' repurchase right (subscription right) and to determine the conditions of sale. These authorisations include, in particular, the sale of own shares in a legally permissible manner other than via the stock exchange or a public offer for the following purposes:
i. in order to be able to sell the shares for a consideration other than cash, provided that this serves the purpose of acquiring (also indirectly) companies, businesses, parts of businesses, shares in one or more companies as well as real estate and real estate portfolios in Austria and abroad;
ii. to transfer shares to employees, officers and members of the Executive Board of the Company or its subsidiaries (§ 189a Z 7 UGB) for remuneration purposes;
iii. to service conversion and subscription rights under convertible bonds; and
iv. to resell the treasury shares with partial or complete exclusion of the shareholders' repurchase rights (exclusion of subscription rights) in any legally permissible manner, including over-the-counter.
4. In addition, the Executive Board shall be authorised, with the consent of the Supervisory Board, to reduce the share capital of the Company pursuant to § 65 para 1 subpara 8 last sentence in conjunction with § 192 of the Austrian Stock Corporation Act (AktG) by redeeming the Company's treasury shares or treasury shares acquired on the basis of this authorisation without any further resolution of the General Meeting, whereby the Supervisory Board shall be authorised to resolve on amendments to the Articles of Association resulting from the redemption of shares.
5. The authorisations in question may be used once or several times, in whole or in part, individually or jointly, within the legal limits.
The authorisations to acquire and sell treasury shares resolved by the Annual General Meeting of the Company on 6 May 2021 under agenda item 9 shall be revoked to the extent that they have not already expired due to the passage of time. The provisions of this resolution shall apply to the treasury shares held by the Company at the time of the resolution."