freenet AG: Release of a capital market information
Announcement according to Art. 5 Para. 1 lit. a) of Regulation (EU) No. 596/2014 (MAR) and Art. 2 Paragraph 1 of Delegated Regulation (EU) 2016/1052
Acquisition of own shares
Büdelsdorf, 25 February 2021
The share buyback program announced by freenet AG in the ad hoc announcement of 2 February 2021 will be implemented starting from 25 February 2021. In the period up to 31 December 2021 at the latest, the company's own shares are to be bought back at acquisition costs of up to EUR 135 million (excluding incidental costs), but no more than 9.75 million shares in total.
The purpose of the repurchase is to reduce the share capital by canceling the repurchased shares.
The company has commissioned a bank with the repurchase. Within periods specified by the company this bank will make its decisions on the exact timing of the acquisition of the shares independently and without being influenced by the company. The right of the Company to terminate the mandate with the bank prematurely in accordance with the legal requirements to be observed and to transfer the mandate to one or more other banks remains unaffected.
The buyback shall be carried out exclusively via the electronic trading system of the Frankfurt Stock Exchange (Xetra) and in accordance with the authorization granted by the company's Annual General Meeting on 27 May 2020 to acquire own shares in accordance with Section 71 (1) No. 8 German Stock Corporation Act (AktG). The purchase price per repurchased share (excluding ancillary acquisition costs) may therefore not be more than 10 per cent higher or lower than the average of the freenet share prices in the closing auction in the Xetra trading system on the Frankfurt Stock Exchange on the three stock exchange trading days preceding the day on which the obligation to acquire the shares was entered into.
In addition, the bank has undertaken to execute the buyback in accordance with the trading conditions of Article 3 of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 ("Del.-Reg "). In accordance with the Del. Regulation, among other things, no purchase price may be paid which is higher than that of the last independent trade or the highest independent bid at the time of the purchase on the trading platform on which the purchase takes place. The higher of the two values is decisive. In accordance with the Del.-Reg., no more than 25 per cent of the average daily share turnover may be acquired on the trading venue on which the purchase is made. The average share turnover results from the average daily trading volume of the 20 trading days before the specific purchase date.
The transactions will be announced in a detailed and aggregated form in accordance with the requirements of Art. 2 Para. 3 Del.-Reg. no later than the end of the seventh trading day after their execution. freenet AG will also publish the transactions on its website (https://www.freenet-group.de/en/index.html) under section "Investor Relations" and ensure that the information remains publicly available for at least five years from the date of publication.
The share buyback can be suspended, interrupted and, if necessary, restarted at any time in accordance with the legal requirements to be observed.
Büdelsdorf, 25 February 2021
The Management Board
Investor Relations & ESG
Phone: +49 (0) 40 / 513 06 778
Mail: [email protected]