Schaltbau Holding AG (ISIN DE0007170300) has decided to buy back its own shares in line with the authorisation granted by the Company–s Annual General Meeting on 9 June 2010. To this end, a total of up to 307,609 shares in Schaltbau Holding AG are to be purchased in the period from 24 November 2014 to 8 June 2015. The shares involved may be used for all of the purposes stated in the authorisation resolution adopted by the Annual General Meeting. They may be offered as consideration in conjunction with equity participations or business acquisitions or serve to stabilise the existing share holder structure.
The share buy-back will be lead-managed by a bank, with the programme taking place in accordance with Section 14 (2) and Section 20a of the German Securities Trading Act (WpHG), taking into account the so-called safe-harbour regulations set forth in Commission Regulation (EC) No 2273/2003. In accordance with Article 6 para. 3b) of Commission Regulation (EC) No 2273/2003, the bank will make its decisions regarding the timing of the purchase and the volume of the individual buy-back of shares in Schaltbau Holding AG independently of, and without influence by, Schaltbau Holding AG.
In line with the authorisation granted at the Annual General Meeting, the purchase price of the shares (excluding incidental purchase costs) may not be more than 10% greater or less than the arithmetical median price of Schaltbau Holding AG shares of the same class and structure quoted in the closing auction of the XETRA trading system (or a comparable successor system) on the Frankfurt Stock Exchange on the 10 trading days preceding the purchase, on which shares of this class were traded.
The bank is required to comply with the trading conditions set forth in Article 5 of Commission Regulation (EC) No 2273/2003. In particular, not more than 25 per cent of the average daily volume of the shares on the stock exchange on which the purchase is carried out will be purchased. This average daily volume figure is based on the average daily volume traded in the 20 trading days preceding the date of purchase.
As necessary and legally permissible, the buy-back programme may be suspended and re-commenced at any time. Schaltbau Holding AG will disclose any trades taking place under the share buy-back programme on a weekly basis in the Investor Relations section of its website (http://www.schaltbau.de/).
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