Porr AG

Transaction in Own Shares • Oct 3, 2022

publication: 03.10.2022 10:05 source: http://adhoc.pressetext.com/news/1664784300523 keywords: PORR / Economy / Stock-Exchange

Announcement according to article 119 section 9 BörseG

PORR AG: PORR AG resolves on new share buyback programme

Vienna (pta015/03.10.2022/10:05) - On the basis of the existing authorization granted by the Annual General Meeting, the Management Board of PORR AG ("PORR" or the "Company") has today passed a resolution to carry out a share buyback programme for the purpose of acquiring shares for no specific use (zweckfreier Erwerb) in accordance with section 65 para 1 (8) of the Austrian Stock Corporation Act (Aktiengesetz, "AktG") and, in the course of this, to buy back own shares up to a maximum of 785,565 shares or up to 2% of the share capital of the Company 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 (216.495 shares), this is up to around 2,6 % of the current share capital. The maximum capital requirement for this purpose is EUR 10 million.

The buyback shall take place exclusively on the Vienna Stock Exchange as well as via multilateral trading systems and shall be used for any purpose permitted under section 65 para 1 (8) AktG – also for the purpose of fulfilling possible future employee participation programmes (Mitarbeiterbeteiligungsprogramme) of PORR.

The basis for this resolution on a buyback programme is the authorization resolution of the 142nd Annual General Meeting of 17 June 2022 to acquire own shares pursuant to section 65 para 1 (4) and (8) as well as para 1a and para 1b AktG both on and off the stock exchange in an amount of up to 10% of the share capital, also excluding the shareholders' proportionate right to sell (quotenmäßiges Andienungsrecht).

A credit institution was mandated to execute the share buyback. The credit institution has to take its decision on the timing of the buyback of Company shares independently of and not influenced by PORR AG and comply with the conditions for trading (Handelsbedingungen) set out in Article 3 of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016.

1. Date of the authorization	Resolution of the Annual General
resolution of the Annual General	Meeting pursuant to section 65
Meeting:	para 1 (4) and (8) as well as para
	1a and para 1b of the 142nd
	Annual General Meeting of 17
	June 2022.

Terms and conditions of the share buyback programme:

2. Date and way of publication of	The resolution of the Annual
the resolution of the Annual	General Meeting was published
General Meeting:	on 17 June 2022 via an
	electronically operated
	information dissemination system
	pursuant to section 119 para 7
	and para 9 of the Austrian Stock
	Exchange Act 2018
	(Börsegesetz; "BörseG 2018") in
	connection with section 2
	Austrian Publication Regulation
	2018
	(Veröffentlichungsverordnung
	2018).
3. Commencement and expected	The buyback programme will
term of the buyback programme:	commence on 7 October 2022
	(inclusive) and is expected to be
	in place until presumably 30 June
	2023.
4. Type of shares:	The buyback programme relates
	to the no-par value bearer shares
	of PORR AG (ISIN
	AT0000609607).
5. Intended maximum volume of	Buyback of up to 785,565 shares
the buyback:	(corresponding to up to 2% of the
	share capital of the Company).
6. Maximum and minimum	In accordance with the
amount to be paid per share:	authorisation resolution of the
	Annual General Meeting and the
	implementing resolution of the
	Management Board, the amount
	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 and.
	The maximum purchase price for
	shares under the share buyback
	program is EUR 10 million.

7. Type and purpose of the	The buyback shall be carried out
buyback:	exclusively on the stock
	exchange as well as via
	multilateral trading facilities and
	shall serve any purpose
	permissible pursuant to section
	65 para 1 (8) AktG – also for the
	fulfilling of possible future
	employee participation
	programmes).
8. Any impact of the buyback	None.
programme on the listing of
Company shares:
9. Number and allocation of the	Neither the Company nor any of
share options to be granted or	its affiliates currently maintains a
already granted to employees,	share option programme
executive employees and to the	(whereas the Company has
individual members of the	reserved the possibility of a future
governing bodies of the Company	employee share option
or of an affiliated company of the	programme
Company :	[Mitarbeiterbeteiligungsprogramm
	]).

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Share buybacks are executed by a credit institution that makes its decision on the timing of the buyback independently of and not influenced by the Company and has to comply with the conditions for trading (Handelsbedingungen) pursuant to Art 3 of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016.

Notice pursuant to section 5 para 4 of the Austrian Publication Regulation 2018 (Veröffentlichungsverordnung – VVO): The fulfilment of the disclosure obligations pursuant to sections 6 and 7 of the Austrian Publication Regulation 2018 regarding the publication by PORR AG of any amendments to the buyback programme or details of the transactions carried out within the scope of the buyback programme shall be made exclusively on the Company's website at www.porr-group.com under the section "Investor Relations" ( https://porr-group.com/en/investor-relations/porr-share/corporate-actions/).

This publication serves for the purpose of publication pursuant to sections 4 and 5 of the Austrian Publication Regulation 2018. This publication neither constitutes a public offer to acquire shares in PORR AG, nor does it create any obligation for PORR AG or any of its subsidiaries to accept offers for the buyback of Company shares.

emitter:	PORR AG Absberggasse 47 1100 Wien Austria
contact person:	Dir. Prok. Rolf Petersen
phone:	050626-1199
e-mail:	investor.relations@porr.at
website:	www.porr-group.com
ISIN(s):	AT0000609607 (share), AT0000A086F0 (participation right), XS2113662063 (bond), XS2408013709 (bond)
stock exchanges:	official trade in Vienna; basic board in Frankfurt

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