Announcement of the resolution by the Annual General Meeting of 24 April 2018 as to the authorization to buy back shares
Sec. 65 (1) (no 8) and (1a) and (1b) Stock Corporation Act in connection with
Sec. 119 (9) Stock Exchange Act and Sec. 2 (2) Publication Ordinance
At the Annual General Meeting of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktien-gesellschaft, Ternitz, on 24 April 2018, the following resolution was made under agenda item 8:
a) Revocation of the authorization granted to the Executive Board at the Annual General Meeting on 27 April 2016 to buy back own shares pursuant to Sec. 65 (1) (no 8) and (1a) and (1b) of the Austrian Stock Corporation Act (AktG).
b) Resolution on the authorization of the Executive Board to buy back, within a period of 30 months commencing from the day of adoption of the resolution, own shares of the Company pursuant to Sec. 65 (1) (no 8) and (1a) and (1b) of the Austrian Stock Corporation Act (AktG), up to a maximum of 10% of the issued share capital of the Company, with the minimum price for the reacquisition being EUR 1.00 and the maximum price for the reacquisition being EUR 300.00, as well as to determine the terms and conditions of such buy back, whereupon the Executive Board is obliged to make public the respective resolution it has adopted and the reacquisition program based on such resolution, including its duration, in accordance with applicable statutory provisions. The authorization may be exercised either fully or partly and also in several partial amounts and in pursuance of one or several purposes by the Company, by a subsidiary of the Company (Section 189a (no 7) of the Austrian Commercial Code (UGB)) or by third parties for the account of the Company. Trading in the Company’s own shares shall not be a valid purpose for a buy back and prohibited.
c) Authorization of the Executive Board pursuant to Sec. 65 (1) (no 8) of the Austrian Stock Corporation Act (AktG) to withdraw and cancel, or re-sell, the Company’s treasury shares acquired, and to amend the Articles of Association as required in connection with the withdrawal and cancellation of shares, and to determine the terms and conditions of re-selling the shares. Trading in the Company’s own shares shall not be a valid purpose for a buy back pursuant to Sec. 65 (1) (no 8) of the Austrian Stock Corporation Act (AktG) and prohibited.
d) Revocation of the authorization granted to the Executive Board at the Annual General Meeting on 27 April 2016 for a period of five years from the date of the resolution to dispose of treasury shares in accordance with Sec. 65 (1b) Austrian Stock Corporation Act with the Supervisory Board's approval other than via the Stock Exchange or by public offering, thereby also excluding the existing shareholders' subscription rights, and simultaneous resolution for a maximum period of five years from the date of resolution to dispose of treasury shares in accordance with Sec. 65 (1b) Austrian Stock Corporation Act with the Supervisory Board's approval other than via the Stock Exchange or by public offering, thereby also excluding the existing shareholders' subscription rights.
Ternitz, April 2018 The Executive Board
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Contact
Schoeller-Bleckmann
Oilfield Equipment AG
Hauptstraße 2
A-2630 Ternitz
Tel.: +43 (0)2630 315-253
Fax: +43 (0)2630 315-101
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