Disclosure in accordance with§ 65 para. 1 (4) of the Stock Corporation Act (AktG) in conjunction with §§ 4 and 5 of the Disclosure Regulation 2002
With a resolution of the 34th Annual General Meeting of RHI AG on May 3, 2013, the company was authorized to acquire treasury shares in accordance with § 65 para. 1 (4) AktG of a total of up to 12,000 (twelve thousand) non-par shares, which is equivalent to approximately 0.03% (zero point zero three percent) of the share capital of the company, at the share price on the day of exercising the authorization to issue to employees and executives of the company as well as members of the management, executives and employees of subsidiaries of the company within the continuation of the “employee stock ownership scheme 4+1”. The authorization to acquire such shares will be valid for 18 (eighteen) months from the day of the adoption of the resolution.
On October 21, 2013, the Management Board adopted the decision to buy back treasury shares up to a maximum amount of 12,000 (twelve thousand) shares, corresponding to the monthly extent of the purchases by employees and executives of the company as well as members of the management, executives and employees of subsidiaries of the company, and to make them available (“to sell”) to the above-mentioned group of persons within the “employee stock ownership scheme 4+1” as “bonus shares”. The company gives the above-mentioned group of persons one “bonus share” for every 4 (four) shares of the company they have purchased as part of the “employee stock ownership scheme 4 + 1”.
By means of this disclosure, the resolution of the Management Board is published and the intended free of charge transfer (“sale”) of treasury shares to the employees and executives of the company and the members of the management, executives and employees of subsidiaries is announced.
The resolution adopted on May 3, 2013 regarding the authorization by the Annual General Meeting was published in the Official Gazette (Amtsblatt zur Wiener Zeitung) on May 7, 2013.
The share buyback program begins on November 4, 2013 and will end at the latest with the expiry of the day on November 3, 2014.
The share buyback program refers to non-par bearer shares of the company.
The intended volume of the buyback of shares amounts to a maximum of 12,000 (twelve thousand) shares, which corresponds to a maximum of 0.03% (zero point zero three percent) of the share capital of the company.
The consideration to be paid per share shall be no higher and no lower than the share price on the stock exchange on the day of exercising the authorization.
The type of buyback is an acquisition of shares via the stock exchange for the purpose of issuing the shares to employees and executives of the company as well as members of the management, executives and employees of subsidiaries within the “employee stock option scheme 4+1”.
The share buyback program will have no effect on the listing of the shares of the company.
The company intends, in accordance with § 5 para. 4 of the Disclosure Regulation 2002 (VeröffentlichungsV 2002), to fulfill the disclosure obligations in accordance with §§ 6 and 7 of the Disclosure Regulation 2002 by publishing the information on the website of the company in the Internet (www.rhi-ag.com).
Vienna, October 2013
The Management Board