Information on the exercise of the authorization to acquire own Shares
Publication pursuant to § 65 (1a) in conjunction with (1b) Austrian Stock Corporation Act (AktG) and § 119 (9) Austrian Stock Exchange Act (BörseG 2018) in conjunction with §§ 4s Austrian Publication Regulation 2018 (VeröffentlichungsV 2018)
On October 14, 2019, the Executive Board of KTM Industries AG (in the future: PIERER Mobility AG) resolved to make use of the authorization granted by the extraordinary general meeting held on October 4, 2019 to acquire treasury shares pursuant to Section 65 (1) no 8 of the Austrian Stock Corporation Act (AktG) and to implement a buyback program. The terms of this buyback program are as follows:
1. Date of the resolution of the extraordinary general meeting granting the authorization: October 4, 2019.
2. Date of publication of the resolution granting the authorization: October 4, 2019 via an electronic data dissemination system pursuant to § 119 (7) Austrian Stock Exchange Act (BörseG 2018); October 8, 2019 in the Official Gazette of the Wiener Zeitung.
3. Start and expected duration of the buy-back program: 22 October 2019 to 21 October 2021.
4. Class of shares: no-par value bearer shares (ISIN AT0000KTMI02).
5. Intended volume: up to a maximum of 1,668,763 shares (equivalent to 7.404% of the share capital).
6. Total volume: up to EUR 75,7 million (calculated on the basis of the closing price on October 11, 2019: CHF 49.90).
7. Price limits: The countervalue per share to be acquired may not be more than 20% lower or higher than the average unweighted closing price on the SIX Swiss Exchange over the past 10 trading days. In addition, the provisions governing the determination of the purchase price when repurchasing own shares in the course of a public repurchase offer at the market price pursuant to article 123 (1) lit d of the Swiss Ordinance on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FMIO) shall apply.
8. Type and purpose of repurchase: The shares to be acquired may be used as equivalent for the acquisition of companies, for resale or for reducing the share capital by redeeming treasury shares. The shares are repurchased at the market price via the ordinary trading line of the SIX Swiss Exchange.
9. Effects to the listing: none.
The share buy-back will be carried out by the Bank Vontobel AG. Within the framework of a delegation agreement between KTM Industries AG (in the future: PIERER Mobility AG) and Bank Vontobel AG, Bank Vontobel AG makes its decisions in connection with the acquisition of shares in KTM Industries AG (in the future: PIERER Mobility AG) independently from the Company and, subject to compliance with specified parameters, carries out independent buy-backs in accordance with the trading conditions laid down in article 3 of the Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016 (Safe Harbor provisions) and article 124 (2) lit. a and (3) FMIO. KTM Industries AG has the right to cancel the delegation agreement at any time without reasons or to amend it in accordance with article 124 (3) FMIO. The buyback program was notified today to the Swiss Takeover Commission for confirming the exemption from the provisions on public takeover bids within the framework of a notification procedure within the meaning of TOB Circular no. 1 of June 27, 2013 (status: January 1, 2016). A confirmation on the applicable exemption status is expected by October 17, 2019 at the latest.
Notice pursuant to § 5 (4) Austrian Publication Regulation 2018 (VeröffentlichungsV 2018)
The details to be published pursuant to § 7 Austrian Publication Regulation 2018 (VeröffentlichungsV 2018) on the transactions carried out within the framework of the buyback program as well as any changes to the buyback program will be released pursuant to § 6 Austrian Publication Regulation 2018 (VeröffentlichungsV 2018) on the website of KTM Industries AG (in the future: PIERER Mobility AG) (https://www.pierermobility.com/investor-relations/aktie). After the name change from KTM Industries AG to PIERER Mobility AG, the access to the stated website will automatically be redirected to the new web-page.
This publication does not constitute a public offer to purchase shares in KTM Industries AG (in the future: PIERER Mobility AG) and does not create any obligation for the Company or any of its subsidiaries to accept offers to repurchase shares in KTM Industries AG (in the future: PIERER Mobility AG).