SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft
Ternitz, FN 102999 w
ISIN AT0000946652
Announcement of the resolution by the Annual General Meeting of 23 April 2020
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 Publication Ordinance
At the 2020 Annual General Meeting of SCHOELLER-BLECKMANN OILFIELD EQUIPMENT Aktiengesellschaft, taking place today, the following resolution was made under agenda item 8:
i) the revocation of the authorizations of the Executive Board resolved in the Annual General Meeting on 24 April 2018 regarding Item 8 on the agenda to reacquire, cancel and sell treasury shares pursuant to Section 65 (1) no. 8 and (1a) and (1b) AktG;
ii) the authorization to the Executive Board pursuant to Section 65 (1) no. 8 and (1a) and (1b) AktG to acquire treasury shares in the Company, valid for a period of 30 months from the date of the resolution, whereby the shares acquired by the Company on the basis of this authorization together with the treasury shares already held must not exceed 10% of the Company's issued share capital and the consideration to be paid per share upon repurchase must not be less than EUR 1,-- and not exceed EUR 300--, and to determine the other repurchase conditions, whereby the Executive Board shall publish the resolution of the Executive Board and the respective repurchase program based thereon, including its duration; the authorization may be exercised in whole or in several partial amounts and in pursuit of one or more purposes by the Company, by a subsidiary (Section 189a (7) UGB) or by third parties for the account of the Company; trading in treasury shares is excluded as a purpose of acquisition in any case pursuant to Section 65 (1) No. 8 AktG;
iii) the authorization of the Executive Board to cancel acquired treasury shares without a further resolution of the Annual General Meeting pursuant to Section 65 (1) no. 8 AktG, which would result in a capital reduction by the portion of the issued share capital attributable to the cancelled shares; and the authorization of the Supervisory Board to resolve amendments to the Articles of Association resulting from the cancellation of shares;
iv) the authorization the Executive Board pursuant to Section 65 (1b) AktG for a period of five years, to resolve, with the approval of the Supervisory Board, on the sale of treasury shares, already held at the time of the resolution or to be acquired for the first time, by other means of sale than via the stock exchange or a public offering; this encompasses the exclusion of the statutory repurchase right (subscription right) of the shareholders (authorization to exclude the statutory repurchase right [subscription right]); the shareholders' statutory repurchase right (subscription right) is excluded (direct exclusion of the statutory repurchase right
[subscription right]), (i) if and to the extent that the sale of treasury shares is effected by means of a public offer while generally maintaining the statutory repurchase right (subscription right) of the shareholders, in order to exclude fractional amounts (share fractions) from the repurchase right (subscription right) of the shareholders, (ii) to be able to service an over-allotment option (greenshoe option) granted to the issuing bank(s) in connection with a capital increase of the Company and/or (iii) to be able to implement an accelerated bookbuilding procedure.
Ternitz, April 2020 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
E-Mail:
