DO & CO Aktiengesellschaft / Key word(s): Share Buyback 20.12.2013 16:35 Dissemination of an Ad hoc announcement, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- DO & CO Aktiengesellschaft, ISIN AT0000818802 Resolution by the Management Board on the conclusion of a Total Return Equity Swap agreement and the purchase of own shares By a resolution of the 14th Ordinary General Meeting of Shareholders of DO & CO Aktiengesellschaft (formerly DO & CO Restaurants & Catering Aktiengesellschaft) of 5 July 2012 the Management Board was authorised to acquire, for a period of 30 months after the resolution was taken, own shares of the maximum legally permissible, both through the stock exchange and over the counter, for the lowest equivalent value of EUR 15.- and the highest equivalent value of EUR 50.-. Over-the-counter acquisition pursuant to this authorisation shall be subject to the prior consent of the Supervisory Board. This resolution was published in the Amtsblatt der Wiener Zeitung on 7/8 July 2012. The Management Board of DO & CO Aktiengesellschaft decided on 20 December 2013 to make use of this authorisation to acquire own shares and to conclude a Total Return Equity Swap agreement with UniCredit Bank AG for 974,400 bearer shares of DO & CO Aktiengesellschaft (which shares correspond to 10% of the share capital), according to which agreement DO & CO Aktiengesellschaft is authorised to acquire, off-board, from UniCredit Bank AG up to 974,400 shares of the Company at a price of at least EUR 30.800 and at most EUR 50.000 per share, within a period of twelve months from the effectiveness of the Total Return Equity Swap agreement, i.e. until 20 December 2014. Upon maturity of the Total Return Equity Swap agreement, DO & CO Aktiengesellschaft undertakes to either acquire the shares or, if no such acquisition is made, to pay to UniCredit Bank AG the negative difference, if any, between the purchase price agreed with UniCredit Bank AG and the proceeds from the sale of the shares; a positive difference, if any, shall be made over by UniCredit Bank AG to DO & CO Aktiengesellschaft. To this extent, DO & CO Aktiengesellschaft has the requisite opportunities and risks with regard to the shares comprised in the Total Return Equity Swap agreement. The conclusion of the Total Return Equity Swap Agreement and the purchase of own shares are carried out for the purpose of acquiring one or more companies as described in the report by the Management Board of 12 June 2012 to the General Meeting of Shareholders on 5 July 2012, and excluding any tendering right by other shareholders. The Supervisory Board of DO & CO Aktiengesellschaft has approved the decision of the Management Board. 20.12.2013 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: DO & CO Aktiengesellschaft Stephansplatz 12 1010 Wien Austria Phone: +43 1 74000-0 Fax: +43 1 74000-1029 E-mail: [email protected] Internet: www.doco.com ISIN: AT0000818802 WKN: 81880 Listed: Freiverkehr in Berlin, München, Stuttgart; Wien (Amtlicher Handel / Official Market) End of Announcement DGAP News-Service ---------------------------------------------------------------------------