Share buyback

On 31 January 2024, the board of MBB SE resolved to make use of the authorization granted by the Annual General Meeting on 12 June 2023 to acquire treasury shares in accordance with Section 71 (1) No. 8 AktG and to offer shareholders the buyback of up to 571,639 treasury shares (approx. 10% of the share capital) at an offer price of € 96.00 per share as part of a voluntary public buyback offer addressed to all shareholders.

By the end of the acceptance period on 4 March  2024, 393,522 shares had been tendered to MBB SE, which were repurchased in full at a price of €96.00 per share. This corresponds to around 6.9% of the share capital and a total purchase price excluding incidental acquisition costs of €37.8 million.

Details of the share buyback can be found in the Offer Document that has also been published in the German Federal Gazette at www.bundesanzeiger.de.

On 9 February 2023, the Board of MBB resolved to make use of the authorisation granted by the Annual General Meeting on 28 May 2019 to acquire own shares in accordance with section 71 (1) no. 8 of the AktG with a maximum volume of €12.0 million via the stock exchange up to a price of 96.00 € per share starting from 14 February 2023. The maximum number of shares that could still be repurchased in accordance with the authorisation granted by the Annual General Meeting on 28 May 2019 was 457,521.

The share buyback ended on 26 April 2023. During the programme, a total of 87,805 shares were repurchased at an average price of €79.74 with a total value of €7,001,676.80 (excl. acquisition costs).

The share buyback was carried out in accordance with the Safe Harbor Rules defined under Article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council dated 16 April 2014, in conjunction with the provisions of the Delegated Regulation (EU) 2016/1052 of the Commission dated 8 March 2016.

On 21 February 2022, the Board of MBB resolved to make use of the authorisation granted by the Annual General Meeting on 28 May 2019 to acquire own shares in accordance with section 71 (1) no. 8 of the AktG with a maximum volume of €6.0 million via the stock exchange starting from 23 February 2022.

The share buyback program ended on 30 April 2022. During the program, MBB acquired 42,640 shares with a total volume of €5,187,195.00.

The share buyback was carried out in accordance with the Safe Harbor Rules defined under Article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council dated April 16, 2014, in conjunction with the provisions of the Delegated Regulation (EU) 2016/1052 of the Commission dated March 8, 2016.

On 1 June 2021, the Board of MBB resolved to make use of the authorisation granted by the Annual General Meeting on 28 May 2019 to acquire own shares in accordance with section 71 (1) no. 8 of the AktG with a total amount of up to 90,000 own shares and a maximum volume of €15.0 million via the stock exchange starting from 14 June 2021.

The share buyback program ended on 31 December 2021. During the program, MBB acquired 85,416 shares with a total volume of € 11,323,152.80.

The share buyback was carried out in accordance with the Safe Harbor Rules defined under Article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council dated April 16, 2014, in conjunction with the provisions of the Delegated Regulation (EU) 2016/1052 of the Commission dated March 8, 2016.

On 18 March 2020, the Board of MBB decided to make use of the authorisation granted by the Annual General Meeting on 28 May 2019 to acquire own shares in accordance with section 71 (1) no. 8 AktG, up to a maximum volume of €3.0 million at a price of up to €55.0 per share starting from 20 March 2020.

The share buyback program ended on 30 June 2020. During the program, MBB acquired 8,498 shares with a total volume of €424,145.90.

The share buyback was carried out in accordance with the Safe Harbor Rules defined under Article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council dated April 16, 2014, in conjunction with the provisions of the Delegated Regulation (EU) 2016/1052 of the Commission dated March 8, 2016.

On 13 March 2019, the board of MBB SE resolved to exercise its right to acquire its own shares pursuant to § 71 Sec. 1 Nr. 8 AktG granted at the Annual General Meeting on 28 June 2018. Starting on 18 March 2019 until and including 02 April 2019, MBB will buy back 646.775 own shares (corresponding to c. 9.80% of the share capital) outside the stock market by means of a voluntary public buyback offer to all shareholders.

On 5 April 2019, MBB announced that 5,792,584 no-par value shares were offered by its shareholders as part of the share buyback offer. The offer related to a total of up to 646,775 shares of the company. In accordance with section 3.5 of the Offer Document, the shareholders' declarations of acceptance were taken into account proportionately, without taking into account fractional amounts. A total of 646,024 no-par value shares were thus repurchased at a price of EUR 96.00, corresponding to an allotment ratio of 11,17%.

On 10 March 2015, MBB decided to make use of the authorisation granted by the annual general meeting on 17 June 2013 in order to acquire treasury shares in accordance with section 71(1) no. 8 of the Aktiengesetz (AktG – German Companies Act), and it then implemented a share buyback programme in the period from 18 March to 7 May 2015. 13.225 treasury shares, or 0.2% of the share capital, were acquired on the stock market through a bank at an average price of EUR 23.54 for a total value of EUR 311,330.86. Pursuant to section 71 b AktG, these shares do not carry voting or dividend rights, and they reduce the number of shares that actually do carry voting and dividend rights.

On 11 January 2012, MBB decided to make use of the authorisation granted by the annual general meeting on 30 June 2010 in order to acquire treasury shares in accordance with section 71(1) no. 8 of the Aktiengesetz (AktG – German Companies Act), and it then implemented a share buyback programme in the period from 12 January to 10 February 2012.

144,201 treasury shares, or 2.18% of the share capital, were acquired on the stock market through a bank at an average price of EUR 6.9347 for a total value of EUR 999,996.67. Pursuant to section 71 b AktG, these shares do not carry voting or dividend rights, and they reduced the number of shares that actually do carry voting and dividend rights up to March 2014.

On 27 March 2014, the total stock of treasury shares were sold on the basis of the authorisation in the resolution of the annual general meeting of 18 June 2012, as amended on 17 June 2013, to an institutional investor by way of a private placement at a price of EUR 24.65 through WGZ BANK AG Westdeutsche Genossenschafts-Zentralbank; the subscription rights of the shareholders were excluded in this sale.