update software AG Announces Share Buyback Program
Ad-hoc ReleaseResolution of the Management Board of update software AG dated 3 July 2008
At the 11th ordinary shareholders’ meeting of update software AG (also referred to as "the Company") on 11 June 2008, the Management Board was authorised to acquire own shares in the Company up to the maximum extent permitted by law of 10% of its share capital, including own shares already acquired, for a period of 30 months from the day of the resolution by the ordinary shareholders’ meeting, whereby the minimum consideration to be paid under the buyback program may not be less than EUR 2.00 per share and the maximum consideration to be paid under the buyback program may not exceed EUR 5.00 per share.
- The Management Board of update software AG has now resolved to exercise such authorisation regarding the buyback of own shares. The date of the authorising resolution by the ordinary shareholders’ meeting pursuant to Section 65 (1) no. 4 and 8 of the Austrian Stock Corporation Act (Aktiengesetz, "AktG") was 11 June 2008.
- The publication date of the resolution by the ordinary shareholders’ meeting pursuant to Section 65 (1a) of the Austrian Stock Corporation Act in the Official Gazette ("Amtsblatt zur Wiener Zeitung") was 27 June 2008.
- The buyback program begins on 3 July 2008 and is expected to end on 10 December 2010.
- The buyback program relates to the ordinary bearer shares of update software AG.
- Proposed volume: Up to 1,142,694 shares, this corresponds to up to 10% of the current share capital. The Company does not currently hold any own shares.
- Pursuant to the resolution by the ordinary shareholders’ meeting on 11 June 2008, the minimum consideration to be paid under the buyback may not be less than EUR 2.00 per share and the maximum consideration to be paid under the buyback may not exceed EUR 5.00.
- a) Manner of the buyback: The buyback will be made via the stock exchange.
b) Purpose: The buyback will be made for any permitted purpose covered by the resolution of the ordinary shareholders’ meeting dated 11 June 2008, i.e., in particular for servicing share options of employees, senior executives, and members of the Management Board of update software AG and its affiliated companies, and as consideration for the acquisition and financing the acquisition of companies, operations, sub-operations, or shares in one or more companies, in Austria and abroad. - There are no known possible consequences from the buyback program on the exchange listing of the issuer’s shares.
- Number and allocation of the stock options granted to employees, senior executives and board members under stock option plans (SOP), whereby one option entitles the holder to subscribe for one share:
Total - Management Board 625,939 Total - senior executives (incl. subsidiaries) 73,905 Total - employees (incl. subsidiaries) 275,819 Total options granted 975,663
www.update.com).Vienna, 3 July 2008 The Management Board
