EQS-CMS: Raiffeisen Bank International AG: Other admission duties to follow

EQS-CMS: Raiffeisen Bank International AG: Other admission duties to follow

EQS Post-admission Duties announcement: Raiffeisen Bank International AG /
Publication according to § 119 (9) BörseG
Raiffeisen Bank International AG: Other admission duties to follow

01.04.2022 / 12:43
Dissemination of a Post-admission Duties announcement transmitted by EQS –
a service of EQS Group AG.
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 31 March 2022 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 30 September 2024.

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 20 October
2020 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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01.04.2022

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Language: English
Company: Raiffeisen Bank International AG
Am Stadtpark 9
A-1030 Vienna
Austria
Internet: www.rbinternational.com

 
End of News EQS News Service

1318239  01.04.2022 

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