EQS-News: Raiffeisen Bank International AG / Key word(s): Share
Buyback/Share Buyback
Alienation of own shares
04.04.2024 / 18:57 CET/CEST
The issuer is solely responsible for the content of this announcement.
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Publication of the resolution of the Annual General Meeting of Raiffeisen
Bank International AG in relation to the acquisition of own shares
pursuant to sec. 65 para. 1 sub-para. 8 as well as para. 1a and 1b of the
Stock Corporation Act (AktG) as well as the alienation of own shares in a
way other than by sale via the stock exchange or by public offer under
exclusion of shareholders’ subscription right
(sec. 65 para. 1b Stock Corporation Act)
Publication pursuant to sec. 119 para. 9 Stock Exchange Act (BörseG) in
connection with sec. 2 and sec. 3 Disclosure Regulation 2018
(Veröffentlichungsverordnung 2018)
The Annual General Meeting of Raiffeisen Bank International AG, Vienna,
FN 122119 m, as of 4 April 2024 has adopted the following resolutions,
which herewith are to be published pursuant to sec 65 para. 1a Stock
Corporation Act (AktG) in conjunction with sec 119 para. 9 of the Stock
Exchange Act (BörseG) and sec 2 and sec 3 of the Disclosure Regulation
2018 (Veröffentlichungsverordnung 2018):
“1. The Management Board is authorized pursuant to the provisions of
sec. 65 para. 1 sub-para. 8 as well as para. 1a and para. 1b of the Stock
Corporation Act to acquire own shares and, as the case may be, redeem such
shares without first having to consult the General Meeting again, whereby,
with the approval of the Supervisory Board, the acquisition may also be
effected off-exchange under exclusion of the shareholders’ pro rata tender
right. The amount of the own shares to be acquired or already acquired may
not in total exceed 10% of the share capital of the Company at that time.
The authorization to acquire own shares is limited in its validity to a
term of 30 months as from the date of adoption of the resolution at the
General Meeting, thus until 4 October 2026.
The lowest consideration to be paid upon repurchase is EUR 3.05 per share;
the highest consideration to be paid upon repurchase may not be more than
10% above the average unweighted stock exchange closing price of the 10
trading days preceding the exercise of this authorization.
This authorization can be exercised in full, in part, or in several
partial amounts in pursuit of one or more purposes – other than for the
purpose of securities trading – by the Company, by a subsidiary (pursuant
to sec. 189a sub-para. 7 of the Commercial Code (Unternehmensgesetzbuch)
or by third parties for the account of any of the foregoing.
2. The Management Board shall be and hereby is authorized pursuant to
sec. 65 para. 1b of the Stock Corporation Act, subject to the approval of
the Supervisory Board, to resolve on a way of disposing of own shares,
other than by sale on the stock exchange or by public offer, with partial
or full exclusion of the subscription right of shareholders and to
determine the conditions of sale. Exclusion of the subscription right of
shareholders shall only be permissible if the own shares are used as
consideration for a contribution in kind, in the case of the acquisition
of enterprises, businesses, business units or shares in one or more
companies in Austria or abroad.
Furthermore, shareholders’ subscription rights may be excluded in the
event that convertible bonds are issued in the future on the basis of the
resolution passed by the General Meeting of 20 October 2020 under item 10
of the agenda, in order that (own) shares may be issued to such
convertible bond creditors that have exercised their right of conversion
into or subscription to shares in the Company granted to them in
accordance with the terms and conditions of the convertible bonds, and
also in the event of a conversion obligation stipulated in the convertible
bonds’ issuance conditions in order to fulfill this conversion obligation.
This authorization can be exercised in full, in part, or in several
partial amounts, and in pursuit of one or more purposes by the Company, by
a subsidiary (pursuant to sec. 189a sub-para. 7 of the Commercial Code) or
by third parties acting for their account and it shall remain valid for a
period of five years from the day on which this resolution is adopted,
thus until 31 March 2027.
3. Both this resolution and any repurchase program that may be based
thereon or any potential resale program as well as the duration thereof
shall be published. This authorization replaces the authorization to
acquire and use own shares adopted at the General Meeting of 31 March 2022
in accordance with sec. 65 para. 1 sub-para. 8 as well sec. 65 para. 1b of
the Stock Corporation Act and with regard to the use of own shares also
relates to the portfolio of own shares already acquired by the Company.”
The respective disclosure duties pursuant to sec. 6 and 7 of the
Disclosure Regulation 2018 (Veröffentlichungsverordnung 2018) will be
complied with by internet publications via the website of the Company,
www.rbinternational.com.
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04.04.2024 CET/CEST This Corporate News was distributed by EQS Group AG.
www.eqs.com
══════════════════════════════════════ ═════════ Raiffeisen Bank International AG Am Stadtpark 9 A-1030 Vienna Austria Phone: +43-1-71707- 2089 Fax: +43-1-71707-2138 Email: ir@rbinternational.com
Internet: www.rbinternational.com
ISIN: AT0000606306
WKN: A0D9SU
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange;
Luxembourg Stock Exchange, SIX, Vienna Stock Exchange
(Official Market)
EQS News ID: 1873785
End of News EQS News Service
1873785 04.04.2024 CET/CEST