EQS-CMS: FUCHS SE: Expansion and Prolongation of Share Buy-back (Common Shares and Preference Shares)

Expansion and Prolongation of Share Buy-back (Common Shares and Preference Shares)

The executive board of FUCHS SE (“Company”), with the approval of the supervisory board, has adopted on June 21, 2022 a share buy-back programme related to common shares and preference shares, which has been announced on the same day in the form of an ad-hoc announcement and made public on June 25, 2022 according to Article 5(1)(a) of the Regulation (EU) No 596/2014 (“Market Abuse Regulation”) and Article 2(1) of the Commission Delegated Regulation (EU) 2016/1052 (“Commission Delegated Regulation”). As part of this ongoing share buy-back programme, in the period of June 27, 2022 until March 29, 2024 at the latest, up to 6,000,000 shares, of which up to 3.000,000 common shares and up to 3,000,000 preference shares of the Company shall be acquired for a total purchase price (excluding incidental transaction costs) of up to a maximum of EUR 200 million.

So far, out of these, 2,945,268 common shares and 2,862,217 preference shares have been acquired for a purchase price in the total amount EUR 179,538,631 (as of December 7, 2023). Up to now, no acquired shares have been cancelled.

The executive board of the Company, with the approval of the supervisory board, has now decided on December 7, 2023 to expand and prolong the ongoing share buy-back programme. Therefore, the Company makes use of the authorisation given by the general meeting of shareholders on May 5, 2020 to buy back own shares in accordance with Sec. 71(1) No. 8 German Stock Corporation Act. In addition to the existing scope of the ongoing share buy-back programme, up to 2,000,000 further shares, of which up to 1,000,000 common shares and up to further 1,000,000 preference shares of the Company, shall be acquired. An additional sum of up to a maximum of EUR 80,000,000 is going to be made available for the expansion of the share buy-back programme. The period of the share buy-back programme is going to be prolonged until September 30, 2024.

In total, the expanded and prolonged share buy-back programme covers the acquisition of up to 8,000,000 shares, of which up to 4,000,000 are common shares and up to 4,000,000 are preference shares of the Company, for a total purchase price (excluding incidental transaction costs) of up to a maximum of EUR 280 million in the period of June 27, 2022 until, at the latest, September 30, 2024 (last possible day of acquisition). The maximum sum that may be allocated the share buy-back totals EUR 280 million (excluding incidental acquisition costs). The expanded share buy-back continues to serve the purpose of cancelling the acquired shares.

The preference shares and the common shares are going to be acquired via the stock exchange in the electronic trading of the Frankfurt Stock Exchange (XETRA) and via selected multilateral trading facilities (MTF).

The share buy-back is going to be carried out in accordance with the authorisation given by the general meeting of shareholders on May 5, 2020 as well as the safe-harbour-rule pursuant to Article 5 of the Market Abuse Regulation in combination with the provisions of the Commission Delegated Regulation.

A bank has been mandated to carry out the expanded and prolonged share buy-back, which takes its own decisions on the timing of the acquisition of shares independently and uninfluenced by the Company within the aforementioned period and which is obliged to comply with the aforementioned specifications. The Company’s right to terminate the mandate of the bank prematurely in accordance with the legal provisions to be observed and to mandate one or several other banks remains unaffected. The share buy-back programme may be stopped, suspended, and resumed at any time as far as necessary and legally permissible.

Pursuant to Article 3(2) of the Commission Delegated Regulation, the shares are not going to be acquired at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out. At the same time, pursuant to Article 3(3) of the Commission Delegated Regulation, not more than 25 % of the average daily volume of the shares on the trading venue on which the purchase is carried out shall be acquired. The average daily volume traded on the trading venue is going to be calculated based on the average daily volume traded during the 20 trading days preceding the date of purchase. Pursuant to the specifications of the authorisation of the general meeting of shareholders on May 5, 2020, the purchase price (excluding incidental transaction costs) shall not exceed the average price of the Company’s shares of the same class prior to the reference date by more than 10 % and shall not fall below it by more than 20 %. The average price is the not volume-weighted average closing price of the Company’s shares of the same class in XETRA-trading (or a similar successor system) at the Frankfurt Stock Exchange on the last ten trading days prior to the reference date. The reference date is the day of the acquisition or – if earlier – the entering into an obligation to acquire.

Information on the transactions related to share buy-back programme will be published in accordance with Article 2(3) of the Commission Delegated Regulation in detailed and aggregated form no later than by the end of the seventh daily market session following the date of execution of such transactions and made available on the website of the Company under https://www.fuchs.com/group/investor-relations/about-our-stock/share-buyback/ for at least five years.

Mannheim, December 8, 2023

FUCHS SE
 

The Executive Board