DGAP-News: Powerland AG: Resolution on Share-Buy-back

DGAP-News: Powerland AG / Key word(s): Share Buyback Powerland AG: Resolution on Share-Buy-back 20.01.2014 / 08:46 --------------------------------------------------------------------- On January 10, 2014 the Board of Powerland AG has passed the following resolution with the consent of the Supervisory Board: Preamble The Annual General Meeting of Powerland AG on June 20, 2012 has authorized the company to purchase own shares. The authorization is limited to a purchase of own shares with an equivalent amount in the share capital of up to a total of EUR 1,500,000.00 and applies until June 19, 2017. The authorization may be exercised in whole or in part, once or several times, by the company or by third parties instructed by the company. The purchase of own shares shall be effected through the stock exchange or by means of a public buyback offer addressed to all shareholders in the company. Based on the resolution by the Management Board dated July 15, 2013 Powerland AG purchased 294,723 own shares between July 25, 2013 and December 31, 2013. The Management Board of Powerland AG is of the opinion that the economic base for the purchase of own shares is in place. Therefore, the company has decided to use in future part of their cash to acquire own shares in the medium term to finance acquisitions or to attract strategic investors. The investment is subject to the market environment and on the basis of the stipulations of the authorization by the Annual General Meeting. On the basis of the German and European capital market regulations which are relevant in view of the company's listing on the German stock exchange, in particular the German regulation for the implementation of a prohibition on engaging in market manipulation (MaKonV), the Management Board resolves as single future basis for the purchase of own shares via the stock exchange the following Share Buyback Programme under consideration of the mentioned capital market regulations: Share Buyback Conditions § 1 Term The own shares may be purchased on the basis of this resolution from January 27, 2014, provided that this resolution has been previously published pursuant to § 7, until June 30, 2014. The share buyback programme will be suspended in the time between the 20. and 30. April 2014 as well as the 21. and 31. May 2014. § 2 Scope From January 27, 2014 Powerland AG will acquire a maximum of 1,200,000 own shares on the basis of this resolution. § 3 Purpose of the purchase The purchase of own shares shall be effected in accordance with the resolution of the Annual General Meeting dated June 20, 2012, in order to either i) withdraw these shares and reduce the share capital accordingly, ii) offer and transfer these shares to holders of options in fulfillment of their rights arising from the Share Option Programme 2011, iii) use for the financing of possible acquisitions of businesses or business units, iv) sell these shares at a price not significantly below the stock exchange price in compliance with Sec. 186 para. 3 sentence 4 German Stock Corporation Act (AktG), v) offer and transfer these shares to employees of the company or group companies, vi) offer and transfer these shares to third parties as strategic partners of the company or group companies. As these purposes are not listed in Art. 3 of Regulation (EC) No. 2273/2003 of the European Commission dated December 22, 2003 regarding the adoption of measures necessary for the implementation of Directive 2003/6/EC of the European Parliament and of the Council (exemptions for buy-back programs and share price stabilisation measures) and therefore are not privileged acquisitions, which according Sec. 14 para. 2 and Sec. 20a para. 3 of the German Securities Trading Act (WpHG) and Sec. 5 of the German regulation for the implementation of a prohibition on engaging in market manipulation (MaKonV) in compliance with the provisions of the mentioned EU-regulation, do not constitute an infringement of the rules regarding the prohibition of insider dealings and the prevention of market manipulation, the requirements regarding the prohibition of insider dealings and the prevention of market manipulation shall be complied with. In order to prevent any market manipulation Powerland AG will comply with, among others, Artt. 4-6 of the mentioned EC-Regulation regarding the acquisition of own shares. § 4 Purchase price Powerland AG shall buy own shares only in accordance with the regulations of Sec. 5 (Trading Conditions) of the EC-Regulation mentioned in § 3. This means in particular that Powerland AG shall not buy shares at a price which is above the most recent independent trade or, should this be higher, above the most recent independent offer on the regulated market on which the purchase is taking place. If the trading venue is not a regulated market, the price of the last independent trade or the highest current independent bid on the regulated market on which the own shares are trade, has to be considered as reference price. Purchases of own shares through derivative financial instruments will not be made. The purchase price per own share will in no event be above EUR 8.00. § 5 Volume of Buyback In acordance with Art. 5 para. 2 of the EC-Regulation mentioned in § 3 Powerland AG will not buy more than 25 % of the average per day trading volume in shares of the company on the regulated market on which the buyback is carried out on one day. In this regard, the average trading volume in the last 20 trading days before the date of the transaction shall be relevant. In case of extraordinary low liquidity Powerland AG may acquire up to 50 % of the average per day trading volume in accordance with Art. 5 para. 3 of the EC Regulation mentioned in § 3. § 6 Insider Regulations The buyback of own shares may only be carried out in case it does not lead to a violation of sec. 14 WpHG. In particular, a buyback of own shares may not be carried out according to this program before Powerland AG has postponed the disclosure of insider information according to statutory provisions (Art. 6 para. 1 lit. c) of the EC-Regulation mentioned in § 3). Further, during the time of this program no sale of own shares will be carried out via the stock exchange (Art. 6 para. 1 lit. a) of the EC-Regulation mentioned in § 3). § 7 Publicity This program will be published in accordance with § 3a para. 1 sent. 1 WpAIV and on the website of Powerland AG. Every buyback transaction will be published on the website of Powerland AG within seven trading days after it has been carried out on the respective regulated market.' Shunyuan Guo Powerland AG End of Corporate News --------------------------------------------------------------------- 20.01.2014 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: Powerland AG Lyoner Stra�e 14 60528 Frankfurt am Main Germany Phone: +49 69 - 66554-459 Fax: +49 69 - 66554-276 E-mail: ir@powerland.ag Internet: www.powerland.ag ISIN: DE000PLD5558 WKN: PLD555 Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service --------------------------------------------------------------------- 248583 20.01.2014