ProSieben Sat.1 Media AG intends to purchase 4.5 Percent of its Preferred Stock
On April 2, 2009 the Executive Board of ProSiebenSat.1 Media AG resolved that by way of a share buy-back ProSiebenSat.1 Media AG will repurchase a total number of up to 4,900,000 shares of non-voting preferred stock via the stock exchange. Such number corresponds to about 4.5 percent of all preferred stock or 2.2 percent of the total share capital of the company. The share buy-back will be implemented starting on April 6, 2009 and is primarily intended to make available to the company the necessary stock to service stock options under the Long Term Incentive Plan. The Long Term Incentive Plan is a stock option plan for members of the Executive Board as well as other selected executives of the ProSiebenSat.1 Group originally established by the company in 2005 which was renewed in 2008.
The Annual General Meeting as of June 10, 2008 has authorized the company to acquire treasury stock in the amount of up to 10 percent of the company’s share capital at the time of the authorization. The term of the authorization expires on December 9, 2009. In case of an acquisition via the stock exchange, the price per share of preferred stock (not including incidental costs of acquisition) shall not be more than 10 percent above or more than 20 percent below the trading price. The defining trading price for this purpose shall be the arithmetic average of the closing prices of the company’s preferred stock in trading on XETRA system on the last five days of trading on the Frankfurt Stock Exchange prior to the obligation to purchase the stock. The authorization may be exercised for any legally permitted purpose; in particular, treasury shares may be used to service stock options which have been issued in the course of the Long Term Incentive Plan.
The share buy-back will be implemented using a financial institution, which will decide independently from and uninfluenced by ProSiebenSat.1 Media AG on when to repurchase stock.
