The resolution of the general meeting on 29th July 2008 authorised the Management Board of ZUMTOBEL AG, with the consent of the Supervisory Board and within 18 months from the date of the resolution, in accordance with § 65 para. 1 section 8 and § 65 para. 1a of the Stock Act (Aktiengesetz), to repurchase the company’s own shares to an extent of up to 10 % of the share capital, taking into account the shares already acquired and still owned by the company, for a price of between EUR 5 minimum and EUR 50 maximum per single share, including the authorisation for the Management Board to incorporate the company’s own shares, to resell them via the stock market or within the framework of a public offering, whereby trading in the company’s own shares is not permitted; where shares are offered to participants in the employee stakeholding scheme to fulfil exercised options, the issue may also take a different form.
This resolution of the general meeting was published on 29th July 2008 on the company's website.
The Management Board of ZUMTOBEL AG resolved on 29th July 2008, to acquire shares in the company to the extent of up to 1,943,555 shares at a price of up to EUR 20.5 in accordance with the authorisation granted on 29th July 2008 by the general meeting after the consent of the Supervisory Board.
Of these shares, if necessary, 239,211 may be used to fulfil share options for members of the Management Board and certain management staff of ZUMTOBEL AG or an associated company within the framework of the employee stakeholding scheme.
Number and distribution of options within the employee stakeholding scheme: the last allocation of options in the Stock Option Programme (SOP) for the Zumtobel Group took place on the basis of figures for the 2007/2008 financial year. The last possible date for the exercise of these options is 30.04.2015, in exercise windows following the publication of quarterly reports by the company. There is no holding period for shares thus acquired.
The number and distribution of share options already allocated and exercised is as follows: Overview of ZUMTOBEL AG options as at 31.07.2008
| || No. allocated options || No. exercised / fulfilled options ||No. options still to be exercised|
|Management Board || 325,000 || |
| Rest || 765,427 || 530,162 || |
| Total || 1,090,427 || 796,562 || 293,865|
| || Remaining stock of own shares ||No. own shares still required|
|Total || 54,654 || 239,211|
1,704,344 shares in the company as well as the shares not required for fulfilment of the SOP may all be used for the purposes specified in the authorisation resolution from the general meeting.
Duration of the repurchase programme: 11th August 2008 to 11th February 2009.
Class of shares: individual shares (ISIN: AT0000837307).
Maximum number of shares to be acquired: up to 1,943,555 individual shares, corresponding to around 4.35 % of the share capital.
Value per share: EUR 5 minimum, EUR 20.50 maximum.
Acquisition method: Wiener Börse AG.
The repurchase is to take place under the management of a credit institution, which will make decisions on the time of acquisition independently and uninfluenced by the company, and according to the Safe Harbour regulations of § 48e para. 6 Austrian Stock Exchange Act (BörseG) in connection with the Commission Regulation (EC) No 2273/2003 of 22nd December 2003.