Publication of a resolution of the Annual General Meeting pursuant to Section 119 Para 9 Austrian Stock Exchange Act

Publication of a resolution of the Annual General Meeting pursuant to Section 119 Para 9 Austrian Stock Exchange Act in connection with Section 2 Para 1 Austrian Publication Regulation 2018

 

The ordinary Annual General Meeting of AT & S Austria Technologie & Systemtechnik Aktiengesellschaft held on July 6, 2023 adopted the following resolution in relation to the eleventh (11) item of the agenda (Resolution regarding the authorization of the Management Board to repurchase shares in the Company in accordance with Section 65 (1) (8) Stock Corporation Act and to cancel shares and of the Supervisory Board to adopt the amendments to the Articles of Association resulting from such cancellation as well as on the revocation of the respective existing authorization granted by resolution in the General Meeting of July 8, 2021):

 

The authorization of the Management Board to repurchase shares in the Company in accordance with Section 65 (1) (8) Stock Corporation Act and to cancel shares and of the Supervisory Board to adopt the amendments to the Articles of Association resulting from such cancellation, granted by resolution in the 27th Ordinary General Meeting of July 8, 2021 under item 10. of the agenda was revoked and at the same time the Management Board was authorized

 

1. according to Section 65 (1) (8) Stock Corporation Act to purchase, within a period of 30 months from the adoption of the resolution of the General Meeting,
2. own shares to an extent of up to 10% of the nominal capital of the Company,
3. for a minimum consideration per share being at the utmost 30% lower than the average, unweighted stock exchange closing price over the preceding ten trading days and a maximum consideration per share at the utmost 30% higher than the average, unweighted stock exchange closing price over the preceding ten trading days.

 

The authorization also extends to the repurchase of the Company’s stock by subsidiaries of the Company (Section 66 Stock Corporation Act). Such repurchases may take place via the stock exchange or a public offering or by other legal means, and for any legally permissible purpose.

 

The Management Board was also authorized to cancel stock repurchased or already held by the Company without further resolution of the General Meeting. The Supervisory Board was authorized to adopt amendments to the Articles of Association arising from the cancellation of shares.

 

This authorization may be exercised in total or partially and also in several tranches.