With its resolution dated 8 May 2014 the 27th Ordinary Shareholder Meeting of CA Immo authorized the Management Board according to Section 65 (1) Clause 8 AktG to acquire no-par bearer treasury shares, within the maximum legal limit in each case, for a period of 30 months from the date of the resolution.
The lowest amount payable on repurchase is not to be less than 30% and not to exceed 10% of the average unweighted price at the close of the market on the ten trading days preceding the repurchase. The Management Board can elect to make the acquisition either on the stock exchange, or by way of a public offering, or in another lawful, expedient way.
The shareholders’ general purchase options in conjunction with the utilisation of treasury shares to service the convertible bonds issued based on the authorisations granted on 13 May 2008 and 7 May 2013 has been excluded.
Furthermore the Management Board has been authorized, with the consent of the Supervisory Board,
- to use treasury shares as a consideration when acquiring enterprises, businesses, business units or interests in one or several companies at home or abroad,
- to sell treasury shares at any time according to Section 65 (1b) AktG on the stock exchange or by way of a public offering, and to determine the conditions of the sale,
- for a period of five years from the date of the resolution, to resell the treasury shares without excluding or partly or entirely excluding the general purchasing options, by any lawful means, including off the exchange, and
- to reduce the company's share capital according to Section 65 (1) Clause 8 final sentence AktG in conjunction with Section 192 AktG by calling in the treasury shares without a further resolution of the General Meeting, whereas the Supervisory Board shall be entitled to adopt by resolution amendments to the Articles of Association arising from the calling-in of shares.
This authorization replaces the authorization to acquire treasury shares adopted by resolution of the General Meeting of 8 May 2012.
Pursuant to section 82 para 9 and para 10 of the Austrian Stock Exchange Act the resolution of the General Meeting has been published on 30 May 2014.