EQS-Adhoc: DATAGROUP SE: Principle decision on measures at DATAGROUP SE

Principle decision on measures at DATAGROUP SE

• Spin-off of the shares in Almato AG with separate stock market Listing under Review
• Public Share Buyback Offer
• Change of the listing of DATAGROUP SE shares to segment m:access

Pliezhausen, November 16, 2024: DATAGROUP SE (WKN A0JC8S) announces a (proportionate) spin-off of its 100 % stake in Almato AG in accordance with the provisions of the German Transformation Act (UmwG). Almato AG is active in the field of digitalization of business processes and software development.

Subject to further reviews, it is planned to conduct a spin-off of the shares in Almato AG to a separate company functioning as a new holding company for Almato AG. The shares of this holding company will then be traded on the open market (Freiverkehr). All shareholders of DATAGROUP SE are expected to receive one new share in the new Almato Holding per each of their shares in DATAGROUP SE. With the spin-off, the Management Board and the Supervisory Board are considering the differences in the business models of DATAGROUP and Almato. While DATAGROUP focuses on IT outsourcing with its modular CORBOX portfolio, Almato focuses on the digitalization of business processes and software development for companies and public institutions. The separation of the companies is intended to create the opportunity for Almato to develop and establish a new business area in the field of semantic data platforms and, with increased transparency for this business area, to target investors for the planned growth course. The Management Board and Supervisory Board intend to propose this measure to the Annual General Meeting of DATAGROUP SE for approval. The company will keep its shareholders informed of the progress of the process on an ongoing basis.

Based on the authorization granted by the Annual General Meeting on 9 March 2023, the Management Board and Supervisory Board also resolved today to acquire up to 817,359 treasury shares (approx. 9.79 % of the company's current share capital) as part of a share buyback offer. In view of this share buyback offer and the associated potential distribution of liquidity to shareholders, it is not currently planned to propose to the upcoming Annual General Meeting of DATAGROUP SE a dividend distribution for the financial year 2023/2024, which ended on September 30, 2024.

The repurchase is to take place within the framework of a voluntary public share buyback offer against payment of a cash consideration of EUR 42.13 per share (excluding ancillary acquisition costs). Shareholders may submit shares for repurchase in the period from November 20, 2024, 00:00 hours to December 3, 2024, 24:00 hours (Frankfurt am Main local time). The buyback offer may be adjusted, extended, suspended and resumed by the company at any time, to the extent necessary and legally permissible.

The repurchased shares can be utilized for all statutory purposes such as redemption, financing of acquisitions of companies and also for employee stock option programs.

Further details of the public buyback offer can be found in the offer document, which is expected to be published on November 20, 2024, i.e. on the day the acceptance period begins, on the company's website under https://www.datagroup.de/en/investing/ir-information/ and in the Federal Gazette (Bundesanzeiger).

In addition, the company plans to move from the Scale segment of the Frankfurt Stock Exchange to the m:access segment of the Munich Stock Exchange. The trading opportunities in these segments are comparable. The company will maintain the current level of transparency. The change of the listing segment also takes place against the background that the legislator is considering introducing additional regulatory requirements for the Scale segment as an SME growth market, which do not apply to the other qualified segments of the open market (Freiverkehr). For reasons of flexibility, the company had previously made a conscious decision to refrain from a listing in a more strictly regulated market segment. By switching to the established m:access, the company retains the regulatory status quo. In addition, lower costs are incurred in m:access.