- Authorization to the Management Board to buy back and sell treasury shares
- Authorization to the Management Board to sell treasury shares by other means than via the stock exchange or through a public offer
KTM Industries AG publishes the following resolutions that have been passed by the Annual General Meeting of the company on April 27, 2017:
1. The Management Board is authorised to buy back no-par value bearer treasury shares of the company pursuant to section 65 paragraph 1 No. 8 and paragraphs 1a and 1b Austrian Stock Exchange Act (AktG) within 30 months as of the date the resolution was passed, either via the stock exchange or over-the-counter, whereas the amount of shares which can be purchased is limited to 10 per cent of the share capital and the equivalent (purchase price) of each share to be purchased shall not be less than 20 per cent or exceed 10 per cent of the average market price of the preceding three trading days. Trading in own shares is excluded as a purpose of the acquisition. The authorization may be exercised by the company, by subsidiaries or on behalf of the company by a third party, in whole or in part or in several partial amounts for one or several purposes.
2. The Management Board may decide to acquire the shares via the stock exchange; in such case the Supervisory Board has to be informed of this decision afterwards. Over-the-counter-acquisitions are subject to prior approval of the Supervisory Board.
3. According to Section 65 paragraph 1b Austrian Stock Exchange Act (AktG), the Management Board, with the approval of the Supervisory Board, is authorized for a period of 5 years from the passing of the resolution to sell – respectively dispose of – the shares by other ways than though the stock exchange of by means of a public offer with the exclusion of subscription rights of shareholders and to determine the conditions of the sale. The authorisation can be invoked by the company, its group companies or on behalf of the company by third parties as a whole, partially, or in several tranches for one or several purposes, in particular as a consideration for the acquisition of companies, undertakings, parts of undertakings or shares of one or more companies in Austria or abroad.
4. The Management Board, with the approval of the Supervisory Board, is authorised to reduce the share capital by a withdrawal of treasury shares without further resolutions of the shareholders’ meeting pursuant to section 65 paragraph 1 no. 8 last sentence in combination with section 122 Austrian Stock Exchange Act (AktG). The Supervisory Board is authorized to resolve on amendments of the articles of association resulting from the withdrawal of treasure shares.
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.