Scout24 SE / DISCLOSURE CORRESPONDING TO ART. 5(1) LIT. A) OF REGULATION (EU) NO. 596/2014 AND ART. 2(1) OF DELEGATED REGULATION (EU) NO. 2016/1052 // SHARE BUYBACK PROGRAMME
Scout24 SE: Release of capital market information
DISCLOSURE CORRESPONDING TO ART. 5(1) LIT. A) OF REGULATION (EU) NO. 596/2014 AND ART. 2(1) OF DELEGATED REGULATION (EU) NO. 2016/1052 // SHARE BUYBACK PROGRAMME
The Management Board of Scout24 SE, Munich, ISIN DE000A12DM80, has resolved, with the approval of the Supervisory Board, (ad hoc announcement of 3 November 2021) to repurchase own shares of the Company via the stock exchange.
In this respect, the Company makes use of the authorization granted by the Annual General Meeting on 8 July 2021 to purchase treasury shares pursuant to section 71 (1) no. 8 of the German Stock Corporation Act (Aktiengesetz - AktG).
The share buyback will not commence before 12 November 2021 (earliest possible purchase date) and will be completed no later than 23 June 2022 (latest possible purchase date). In this period and in accordance with the resolved buyback program, own shares of the Company worth up to a maximum of 200 million Euros (including transaction costs) shall be repurchased. On the basis of the closing price in XETRA trading on the Frankfurt stock exchange (as of 10 November 2021: 62.98 Euros), this corresponds to a volume of up to approx. 3,175,611 million shares. However, the maximum number of shares shall not exceed a total amount of 5 million shares. Against the background of the Annual General Meeting scheduled for 30 June 2022 and its legally compliant execution, no shares are expected to be repurchased in the period from 30 April 2022 until 18 May 2022.
The own shares will be repurchased for legally permitted purposes. The shares acquired as part of this share buyback program, together with other shares, which the Company has already acquired pursuant to section 71 (1) no. 8 of the AktG and still holds, will at no time exceed 10 % of the share capital.
The buyback will be implemented by a credit institution which makes its decisions on the timing of the share purchases independently and without being influenced by the Company. The right of Scout24 SE to terminate the mandate with the bank prematurely and to reassign it to another bank remains unaffected. The buyback of own shares will be carried out in accordance with Art. 5 (1) of the Market Abuse Regulation (MAR) in conjunction with the Commission Delegated Regulation (EU) no. 2016/1052 of 8 March 2016 (Delegated Regulation (EU) 2016/1052) except for the limitations of the purposes set out in Article 5 (2) of the MAR.
In accordance with the authorization granted by the Annual General Meeting on 8 July 2021, the countervalue per Scout24 share paid by Scout24 SE (excluding incidental purchase costs) may not exceed by more than 10 %, or fall below by more than 20 %, the average closing price of a Scout24 share in the Xetra trading system (or a comparable successor system) on the Frankfurt stock exchange on the last three trading days preceding the obligation to acquire. In addition, in accordance with the trading conditions of Art. 3 of the Delegated Regulation (EU) 2016/1052, no purchase price will be paid which exceeds the higher of the price of the last independent trade or the highest last independent purchase bid on the trading venue where the purchase is carried out, including when the shares are traded on different trading venues. In accordance with the Delegated Regulation (EU) 2016/1052, no more than 25 % of the average daily volume of the shares at the trading venue on which the respective purchase is carried out may be acquired on any trading day; the average daily volume of the shares results from the average daily trading volume during the 20 trading days preceding the specific day of purchase. Buyback orders will only be placed during continuous trading and not in the context of auction phases, and orders existing at the beginning of an auction phase will not be changed during this phase.
The share buyback may be suspended and resumed at any time in compliance with the applicable statutory provisions.
Information on the transactions relating to the buyback program will be duly disclosed in accordance with Art. 2 (2) and (3) of the Delegated Regulation (EU) 2016/1052 no later than by the end of the seventh trading day following the date of the execution of such transactions in a detailed as well as in an aggregated form. Moreover, Scout24 SE will publish all disclosed transactions on its website www.scout24.com/en/investors/share/share-buybacks in accordance with Art. 2 (3) of the Delegated Regulation (EU) 2016/1052 and will keep that information available to the public for at least a 5-year period from the date of public disclosure.
Munich, 11 November 2021
The Management Board
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