Publication of the resolution to make use of the authorisation to repurchase shares, and of the share repurchase programme

The Executive Board of Frauenthal Holding AG, domiciled in Vienna (“FHAG” or the “Company”) resolved on 8 October 2008 to make use of its authorisation under the resolution of the Company’s 18th Annual General Meeting of 3 May 2007 to repurchase shares. Under this the Board is empowered to purchase a maximum of 682,109 bearer shares. Taking into account other treasury shares already purchased and owned by the Company, the purchase corresponds to a maximum of 10% of the Company’s share capital.

The Supervisory Board approved the Executive Board resolution on 13 October 2008. 
This announcement, pursuant to the FHAG Executive Board resolution of 8 October 2008 approved by the Company’s Supervisory Board on 13 October 2008, makes known the planned repurchase of own shares by FHAG and the repurchase programme in accordance with sections 4–5 Publication Order (Federal Law Gazette II 2002/112).
Announcements of changes to the repurchase programme (see section 6 Publication Order) and transactions related there to or the sale of own shares (see section 7 Publication Order) are only made online, on the FHAG website (www.frauenthal.at).
This announcement does not constitute a solicitation to buy FHAG shares, nor does it create any obligation on the part of the Company to accept offers for the repurchase of FHAG shares.

1. Date of the resolution of the Annual General Meeting empowering the Executive Board to repurchase shares in accordance with sections 65(1)(8) and 65(1a–1b) Companies Act: 3 May 2007.

2. Date and manner of publication of the resolution of the Annual General Meeting: 8 May 2007 in the official gazette section of the Wiener Zeitung.

3. Commencement and expected duration of the repurchase programme: 20 October 2008 to 3 November 2008.

4. Class of shares to which the repurchase programme relates: Bearer shares in FHAG of no par value (sole class of shares).

5. Intended number of shares to be repurchased and proportion of the share capital represented thereby: Maximum of 100,000 bearer shares of no par value, corresponding to approx. 1.06% of the share capital of FHAG.

6. Maximum and minimum price per share: The absolute amount of the price per share, which under the terms of the resolution of the Annual General Meeting may not be less than EUR 10 or more than EUR 45, has been set at EUR 10. In addition, the price per share may not exceed the higher of the price of the last independent trade and the highest current independent bid. Pursuant to Art. 5(3) Regulation (EC) No. 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments, FHAG hereby announces that if necessitated by low liquidity it intends to purchase more than 25% but no more than 50% of the average daily volume of its share.

7. Type and purpose of the repurchase of own shares, and in particular whether it is to take place on the stock exchange and/or off-market, and whether the shares are to be withdrawn or resold, or used for an employee shareholding programme: The repurchase of FHAG shares under this repurchase programme is to take place on the Vienna Stock Exchange and/or off-market, in accordance with the principle of equal treatment established by the Companies Act. The purpose of the buy-back is to improve supply and demand conditions for FHAG shares on the Vienna Stock Exchange. Trading in own shares is excluded. No shares are to be withdrawn from circulation as a result of the repurchase programme.

8. Any effects of the repurchase programme on the admission to listing of the issuer’s shares: None.

9. Number of share options currently granted to senior employees or members of the issuer’s management or supervisory boards or planned under stock option plans: At present no share options have been granted to senior employees or members of the management or supervisory boards under stock option plans, nor are there are any definite plans to do so. The issuer reserves the right to use own shares repurchased by it for an employee shareholding scheme, and to grant share options to members of the Executive Board and/or senior employees of the Company or Group companies. In such case the issuer will disclose the number of share options in accordance with section 6(1) Publication Order.

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