Düsseldorf, 5 July 2022
Disclosure according to art. 2 par. 1 of Regulation (EU) No. 2016/1052
The board of directors of GEA Group Aktiengesellschaft in Düsseldorf (“GEA” Where “Company“) decided on August 12, 2021 to acquire its own GEA shares (ISIN DE0006602006) (“GEA Shares“) for a total purchase price (excluding incidental costs) of up to €300 million via the stock exchange from August 2021 to the end of 2022.
The Management Board thus makes use of the authorization to buy back shares given by the General Meeting of April 19, 2018.
The redemption will be carried out in two tranches. During the first tranche, a total of 3,169,867 shares, corresponding to 1.76% of the share capital, were bought back from August 16, 2021 until February 17, 2022 inclusive. A second tranche with a purchase price (excluding incidental costs) of up to €170 million, but in any case not more than 14,800,000 GEA Shares, will now be carried out from July 6, 2022 to December 30, 2022 (unless the redemption period is extended) under the conditions set out below.
The redemption will be carried out in accordance with Articles 5, 14 and 15 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 (hereinafter: Regulation (EU) 596/2014) in conjunction with the rules of Commission Delegated Regulation (EU) No 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards on the conditions applicable to buy-back programs and stabilization measures (hereinafter: Regulation (EU) 2016/1052), with the exception of the purpose of the acquisition pursuant to Article 2 para. 1 sentence 1 bed. a) of Regulation (EU) 2016/1052 in conjunction with Article 5 para. 2 of Regulation (EU) 596/2014.
The redemption will be carried out in the name and on behalf of GEA through an independent investment company. The independent investment firm is required to proceed with the acquisition of GEA shares in accordance with the aforementioned rules and to comply with the provisions of the authorization of the General Meeting of April 19, 2018. According to these provisions, GEA is approved until April 18, 2023 to acquire its own shares with a proportional amount of the share capital attributable to them up to a total of 10% of GEA’s existing share capital at the time of resolution. If the GEA shares are acquired on the stock market, the purchase price per share paid by the Company may not exceed the arithmetic mean of the share price (closing price of the auction of GEA shares within the framework of XETRA or a comparable successor system replacing the XETRA system on the Frankfurt Stock Exchange) over the three trading days preceding the respective acquisition date by more than 10% or fall below this price by more than 20% (excluding acquisition costs accessories in each case).
The investment firm will make its decisions regarding the timing of acquisitions of GEA shares independently and without influence of GEA, in accordance with article 4 par. 2 on. b) Regulation (EU) 2016/1052. The Company’s right to prematurely terminate the mandate with the investment firm and/or to transfer the mandate to one or more other banks in accordance with the applicable legal requirements remains unaffected.
The redemption of shares may be suspended, stopped and, if necessary, resumed at any time under the legal conditions to be observed.
In particular, the investment firm is required to comply with the trading conditions of Article 3 of Regulation (EU) 2016/1052 and the conditions of this share buyback programme. In particular, GEA shares will not be purchased at a price higher than the price of the last independently executed trade or (if higher) the price of the current highest independent bid on the trading platform. negotiation on which the purchase takes place. In addition, no more than 25% of the average daily turnover of shares on the trading platform on which the purchase is made will be purchased during a single trading day. The average daily turnover of the shares is calculated on the basis of the average daily trading volume during the 20 trading days preceding the respective purchase date.
The shares acquired may be used for all legally authorized purposes authorized by the General Meeting of April 19, 2018, in particular as acquisition currency or as stock dividends. Currently, there are no plans to cancel the repurchased shares.
Transactions will be published in accordance with the provisions of Regulation (EU) 2016/1052; GEA will provide regular information on the progress of the share buyback program on www.gea.com.