EQS-Ad-hoc: Frauenthal Holding AG / Keyword(s): Share buyback/dividend Frauenthal Holding AG: Buyback of own shares via public offer – no dividend planned for 2023 03/20/2024 / 2:49 p.m. CET/CEST Publication of insider information in accordance with Article 17 of Regulation (EU) No. 596/2014, transmitted by EQS News – a service of EQS Group AG. The issuer/publisher is responsible for the content of the message. ═════════════════════════════════════════ ═════════ ════════════════════════ • The Executive Board and the Supervisory Board decide to repurchase own shares by means of a public (partial) offer in accordance with Sections 4 ff ÜbG • Based The Executive Board will then propose to the Supervisory Board and the Annual General Meeting not to resolve a dividend for the 2023 financial year. The Executive Board and the Supervisory Board of Frauenthal Holding AG (the “Company”) decided today at a joint meeting, based on the authorization of the Company’s Annual General Meeting from June 30, 2022, up to 865,149 of the company’s own bearer shares listed in the official trading of the Vienna Stock Exchange at an offer price of EUR 23.80 each as part of a public (partial) offer in accordance with Sections 4 ff ÜbG. Based on this decision, the Management Board will propose to the Supervisory Board and the Annual General Meeting not to pay a dividend for the 2023 financial year. The Supervisory Board intends to support this approach. The corresponding proposed resolutions will be published separately and in good time before the company’s annual general meeting, which will take place on June 17, 2024. The final decision on the use of the retained profits rests with the general meeting. The repurchase of treasury shares was decided, subject to the Takeover Commission not prohibiting the publication of the offer document, under the following conditions: 1. Day of the authorization resolution of the general meeting: June 30, 2022 2. Day and type of publication of the general meeting resolution: The authorization resolution was passed on July 1, 2022 published via an electronically operated information dissemination system that is distributed within the European Union in accordance with Section 119 Paragraph 7 of the Stock Exchange Act 2018 in conjunction with Section 2 of the Publication Ordinance 2018. 3. Start and expected duration of the repurchase: The repurchase should take place by way of a public (partial) offer in accordance with Sections 4 ff ÜbG and is therefore subject to the publication of an offer document in accordance with the provisions of the ÜbG. The start and duration of the public (partial) offer and thus the buyback program must also be specified and published in this offer document. As things stand today and taking into account the deadlines of the ÜbG, the offer period should begin on or around April 26, 2024 and is expected to last four weeks. 4. Class of shares to which the buyback relates: bearer shares of Frauenthal Holding AG (ISIN AT0000762406). 5. Intended volume (shares) of the repurchase of own shares: up to 865,149 bearer shares of Frauenthal Holding AG (ISIN AT0000762406), i.e. up to a maximum of 10% of the share capital of Frauenthal Holding AG. 6. Highest and lowest consideration to be paid per share: The offer or purchase price is EUR 23.80 per bearer share. 7. Type of buyback of own shares: The shares are bought back as part of a public (partial) offer in accordance with Sections 4 ff ÜbG. 8. Purpose of the repurchase of own shares: In accordance with the authorization resolution of the Annual General Meeting of June 30, 2022, the repurchase will be carried out for any purpose permitted in accordance with Section 65 Paragraph 1 Item 8 AktG. In particular, the company would like to use the repurchase in question to create additional demand for Shares in Frauenthal Holding AG create additional liquidity for the share. The purpose of the repurchase also includes, in particular, the resale or redemption of the acquired own shares at any time. 9. Any impact of the buyback program on the admission of the issuer’s shares to the stock exchange: none. 10. Number and distribution of stock options to be granted or already granted: Currently, stock options as part of stock option plans to senior employees or members of the board of directors or supervisory board are not granted or specifically planned. Publications must be made in accordance with Section 10 of the Publication Ordinance 2018 in accordance with the publication regulations of the Takeover Act. To the extent that this is permissible under the provisions of the Takeover Act, the company will provide details and information on the Internet on the company’s homepage (1). https://www.frauenthal.at/ published under the “Investor Relations” section. The company will report the offer document for the public (partial) offer in accordance with Sections 4 ff ÜbG to the Takeover Commission within the statutory period of ten trading days and from today’s perspective, unless the Takeover Commission prohibits the publication of the offer, intends to publish the offer document on or around to be published on April 26, 2024. From today’s perspective, the company intends to set the duration of the acceptance period as four weeks from the day the offer document is published. As soon as the final details have been determined, they will be published in accordance with legal requirements. Legal notice: This communication is for informational purposes and does not constitute an offer to buy or sell securities nor a request to make an offer to buy or sell securities of Frauenthal Holding AG. This communication is not for distribution, transmission or publication, directly or indirectly, in whole or in part, in the United States of America, Australia, Canada, Japan or South Africa or any other country in which distribution of this communication is unlawful. End of inside information ═══════════════════════════════════════ ════════ ═══════════════════════════ 03/20/2024 CET/CEST Announcement transmitted by EQS Group AG.
www.eqs.com
═════════════════════════════════════════ ═════════ ════════════════════════ Language: German Company: Frauenthal Holding AG Rooseveltplatz 10 1090 Vienna Austria Telephone: +43 1 505 42 06 Internet: Frauenthal.at ISIN: AT0000762406 WKN: 882002 Stock exchanges: Vienna Stock Exchange (official trading) EQS News ID: 1863363 End of message EQS News Service 1863363 03/20/2024 CET/CEST References Visible links 1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=c29ba97c0231051e7399f05a72f180f4&application_id=1863363&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news