EQS-News: Alienation of own shares

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

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   Language:    English
   Company:     Raiffeisen Bank International AG
                Am Stadtpark 9
                A-1030 Vienna
                Austria
   Phone:       +43-1-71707-2089
   Fax:         +43-1-71707-2138
   E-mail:      [email protected]
   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

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