PTA-CMS: Erste Group Bank AG: Framework programme for transactions in own shares - Erste Employee Foundation

11/11/2021, 2:50 PM (Source: pressetext)
Vienna (pta051/11.11.2021/14:50) - Framework programme for transactions in own shares with the purpose of transferring those shares free of charge or at a discounted price to Erste Employee Foundation (Erste Mitarbeiter-beteiligung Privatstiftung), to its beneficiaries, to employees, managers and members of the management board of Erste Group Bank AG or one of its affiliated companies or other companies within the meaning of § 4d (5) Z 1 Austrian Income Tax Act (EStG)

Announcement according to article 119 section 9 BörseG

Vienna (pta051/11.11.2021/14:50) - Framework programme for transactions in own shares with the purpose of transferring those shares free of charge or at a discounted price to Erste Employee Foundation (Erste Mitarbeiter-beteiligung Privatstiftung), to its beneficiaries, to employees, managers and members of the management board of Erste Group Bank AG or one of its affiliated companies or other companies within the meaning of § 4d (5) Z 1 Austrian Income Tax Act (EStG)

Since 1 January 2018 and pursuant to the Employee Participation Foundation Act 2017 (Mitarbeiterbeteiligungsstiftungsgesetz 2017) Erste Group Bank AG has been allowed to distribute shares to its employees within the meaning of § 4 (5) Z 2 EStG as well as to employees of affiliated group companies and other companies within the meaning of § 4d (5) Z1 Austrian Income Tax Act (EStG) free of charge or at a discounted price.

The shares acquired in this context shall be transferred free of charge or at a discounted price, and Erste Employee Foundation shall, in compliance with defined minimum holding periods provide trustee, custody and administration services.

Due to the uniform execution of voting rights at the Annual General Meeting, Erste Employee Foundation may become an additional stable core shareholder of Erste Group Bank AG.

In 2018, Erste Group Bank AG founded Erste Employee Foundation and subsequently launched an employee share programme. The previous framework programme, which was published on 13 December 2019, is to expire on 14 November 2021 and is now being extended in accordance with the details set out below.

Based on the authorisation granted by the General Meeting of 19 May 2021 for the purchase of own shares in accordance with section 65 (1) Z4 as well as (1a) and (1b) of the Austrian Stock Corporation Act (AktG), on 5 November 2021 the management board of Erste Group Bank AG adopted the resolution on the framework programme for the envisaged purchase of own shares for the purpose of transferring those shares to employees, managers or members of the management board of Erste Group and / or to Erste-Employee-Foundation. The supervisory board approved the resolution on 10 November 2021.

According to this resolution, it is possible for Erste Group Bank AG to acquire up to 250,000 shares of Erste Group, but no more than an equivalent of EUR 10,000,000 (0.06% of the share capital) under the purchase programme of own shares with the purpose of transferring those shares free of charge or at a discounted price to Erste Employee Foundation (Erste Mitarbeiterbeteiligung Privatstiftung), to its beneficiaries, to employees, managers and members of the management board of Erste Group Bank AG or one of its affiliated companies or other companies within the meaning of § 4d (5) Z 1 EStG during the period from 15 November 2021 to 18 November 2023.

Details on the purchase programme

1. Day on which the authorisation was granted by the General Meeting: 19 May 2021

2. Day and mode of publication of this resolution by the General Meeting: publication on 20 May 2021 via electronic information dissemination systems in accordance with section 119 Austrian Stock Exchange Act (BörseG)

3. Start and expected duration of the programme for the purchase of own shares: 15 November 2021 to 18 November 2023

4. Class of shares: voting no-par value bearer shares (ordinary shares) in Erste Group Bank AG

5. Maximum volume: in total up to 250,000 shares, but no more than an equivalent of EUR 10,000,000 in total
Maximum share capital percentage of shares to be bought: 0.06%

6. Highest and lowest price to be achieved per share: EUR 2 per share shall constitute the lowest consideration and EUR 120 per share shall be the maximum consideration

7. Mode and purpose of purchase of own shares: on the stock exchange and also by means other than the stock exchange for the purpose of transferring those shares free of charge or at a discounted price to Erste Employee Foundation (Erste Mitarbeiterbeteiligung Privatstiftung), to its beneficiaries, to employees, managers and members of the management board of Erste Group Bank AG or one of its affiliated companies or other companies within the meaning of § 4d (5) Z 1 EStG

8. Effects of the purchase programme on the listing of Erste Group Bank AG-shares: none

9. Number and distribution of share options to be granted or already granted to employees, senior staff and the individual board members in the company or in an associated company, stating the number of purchasable shares, if the issuer is planning to grant share options within the deadline defined under
section 65 (1) Z 8: 0(nil)

Any changes to the programme and the transactions implemented shall be published on the Erste Group Bank AG website at http://www.erstegroup.com/en/investors in compliance with Austrian Stock Exchange Act (BörseG) and Publication Ordinance (VeröffentlichungsVO 2018).

The resolution has no effect on any trading of shares in Erste Group Bank AG in securities trading (authorisation pursuant to section 65 (1) Z 7 AktG).

(end)

emitter: Erste Group Bank AG
address: Am Belvedere 1, 1100 Wien
country: Austria
contact person: Thomas Sommerauer / Gerald Krames
phone: +43 (0)5 0100 - 17326
e-mail: thomas.sommerauer@erstegroup.com
website: www.erstegroup.com

ISIN(s): AT0000652011 (share)
stock exchanges: official trade in Vienna
other stock exchanges: Bucharest Stock Exchange, Prague Stock Exchange

[ source: http://www.pressetext.com/news/20211111051 ]