Announcement according to article 119 section 9 BörseG
PORR AG: PORR AG resolves on share buyback programme to acquire own shares
Vienna (pta013/07.10.2024/11:30 UTC+2)
The Management Board of PORR AG ("PORR" or "Company") today resolved, on the basis of the existing authorisation of the Annual General Meeting, to implement a share buyback programme for the purpose of acquiring own shares for no specific use (zweckfreier Erwerb) in accordance with section 65 para 1 (8) of the Austrian Stock Corporation Act (Aktiengesetz; "AktG") and to acquire own shares up to a maximum of 785,565 shares or up to 2 % of the Company's share capital at a price between EUR 1.00 and a maximum of 10 % above the average, unweighted stock exchange closing price of the ten trading days preceding the buyback. Including the own shares already held (1,002,060 shares), this amounts to a total of up to around 4.6 % of the current share capital. The maximum capital requirement envisaged for this is EUR 15 million.
The buyback shall be carried out exclusively via the Vienna Stock Exchange as well as via multilateral trading systems and shall serve any purpose permitted under section 65 para 1 (8) AktG.
This resolution on a share buyback programme is based on the authorisation resolution of the 144th Annual General Meeting on 30 April 2024 to acquire own shares in accordance with section 65 para 1 (4) and (8) as well as para 1a and para 1b AktG both on and off the stock exchange up to an amount of 10 % of the share capital, also excluding the shareholders' pro rata tender rights.
A credit institution was mandated to carry out the share buyback. The credit institution has to take its decision on the timing of the buyback of Company shares independently of and uninfluenced by PORR AG and must comply with the trading conditions (Handelsbedingungen) set out in Article 3 of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016.
Terms and conditions of the share buyback programme:
| 1. Date of the authorisation resolution of the Annual General Meeting: | Resolution of the Annual General Meeting pursuant to section 65 para 1 (4) and (8) as well as para 1a and para 1b AktG of the 144th Annual General Meeting on 30 April 2024. |
| 2. Date and way of publication of the resolution of the Annual General Meeting: | The resolution of the Annual General Meeting was published on 30 April 2024 in accordance with section 119 para 7 and para 9 of the Austrian Stock Exchange Act 2018 (Börsegesetz 2018; "BörseG 2018") in conjunction with section 2 Austrian Publication Regulation 2018 (Veröffentlichungsverordnung 2018) via an electronically operated information dissemination system. |
| 3. Commencement and expected term of the buyback programme: | The buyback programme will commence on 11 October 2024 (inclusive) and is expected to be in place until presumably 30 June 2025. |
| 4. Class of shares: | The buyback programme relates to the no-par value bearer shares of PORR AG (ISIN AT0000609607). |
| 5. Intended maximum volume of the buyback: | Repurchase of up to 785,565 shares (corresponding to up to around 2 % of the Company's share capital). |
| 6. Highest and lowest consideration to be paid per share: | In accordance with the authorisation resolution passed by the Annual General Meeting and the Management Board's resolution to implement the buyback programme, the consideration to be paid per share for the buyback shall not be lower than EUR 1.00 (lower price limit) and not higher than a maximum of 10 % above the average, unweighted stock exchange closing price of the ten trading days preceding the buyback. The maximum purchase price for shares under the share buyback programme is EUR 15 million in total. |
| 7. Nature and purpose of the buyback: | The buyback shall be carried out exclusively via the stock exchange as well as via multilateral trading facilities and is intended to serve any purpose permitted under section 65 para 1 (8) AktG in the sense of a purpose-free acquisition. |
| 8. Any impact of the buyback programme on the admission of the Company's shares to the stock exchange: | None. |
| 9. The number and allocation of share options to be granted or already granted to employees, senior executives and the individual members of the executive bodies of the Company or an affiliated company of the Company: | At the 143rd Annual General Meeting of the Company on 28 April 2023, a Long Term Incentive Program (LTIP) was approved for members of the Management Board and other managers of the Company and its direct and indirect subsidiaries. The LTIP is a performance-based share remuneration model that extends over a three-year term (performance period) and requires a personal investment by the participants based on an annual retention in cash as a percentage of the bonus and award agreement payments and, for members of the Management Board, at least 20,000 shares by the end of the term. Remuneration is paid in the form of ordinary shares (a maximum of 500,000 shares will be issued) after three years of fulfilment of the EBT Group annual targets for 2023 to 2025 approved by the Supervisory Board. The annual share allocation is calculated in each case in the amount of 25 % of the bonus base value specified in the individual target agreement at a base price of EUR 13.67. The value of the share-based remuneration at the grant date is EUR 13.44 per expected share, which results in a maximum value of the LTIP with a three-year term of EUR 3,833 thousand. As at the reporting date of 31 December 2023, members of the Company's Management Board had acquired allocation amounts corresponding to a total share allocation of 18,288 shares in the Company. |
Share buybacks are carried out by a credit institution that has to take its decision on the time of the buyback independently of and uninfluenced by the Company and must comply with the trading conditions in accordance with Article 3 of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016.
Notice pursuant to section 5 para 4 of the Austrian Publication Regulation 2018 (Veröffentlichungsverordnung 2018; "VVO 2018"): The fulfilment of the publication obligations pursuant to sections 6 and 7 VVO 2018 regarding the publication of any changes to the buyback programme or details of the transactions carried out under the buyback programme by PORR AG takes place exclusively on the Company's website at www.porr-group.com under the heading "Investor Relations" (https://porr-group.com/investor-relations/porr-aktie/corporate-actions/).
This publication serves as a publication pursuant to sections 4 and 5 VVO 2018. This publication is not a public offer to acquire shares in PORR AG and does not constitute an obligation on the part of PORR AG or any of its subsidiaries to accept offers to repurchase shares in the Company.
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| Emitter: |
PORR AG Absberggasse 47 1100 Wien Austria |
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| Contact Person: | Dir. Prok. Rolf Petersen | |
| Phone: | 050626-1199 | |
| E-Mail: | investor.relations@porr.at | |
| Website: | www.porr-group.com | |
| ISIN(s): | AT0000609607 (Share) AT0000A39724 (Bond) XS2113662063 (Bond) XS2408013709 (Bond) | |
| Stock Exchange(s): | Vienna Stock Exchange (Official Trade); Free Market in Frankfurt (Basic Board) |