DGAP-Adhoc: JDC Group AG: JDC Group AG decides on buyback programme for own shares

Publication of inside information pursuant to Article 17 MAR

JDC Group AG decides on buyback programme for own shares

The Management Board of JDC Group AG (ISIN DE000A0B9N37) has, with the consent of the Supervisory Board, today resolved to make use of the authorisation to acquire own shares pursuant to section 71 (1) no. 8 of the German Stock Corporation Act (AktG) resolved at the Annual General Meeting on 24 August 2018 and to acquire up to 200,000 shares in the Company from 15 June 2022 until 22 July 2022 at the latest, with the repurchase being limited to such number of shares or to a total purchase price of EUR 5,000,000.00.

The acquisition is to be made on the stock exchange. The share buyback will be carried out by an independent investment firm or credit institution in accordance with the safe harbour provisions of Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 in conjunction with the provisions of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016, which will make its decisions on the exact timing of the acquisition of shares in the Company independently of and without influence by the Company. The consideration per share paid by the Company (excluding incidental acquisition costs) may not be more than 20% higher or lower than the average closing price for shares of the same class determined on the Frankfurt Stock Exchange during the last ten trading days prior to the acquisition of the shares.

The shares may be used for all purposes specified in the authorisation of the Annual General Meeting of 24 August 2018. This includes, in particular, the use of the shares as consideration in the context of the acquisition of companies and to service employee participation programmes.

The buyback programme shall take place in compliance with the requirements of Articles 5, 14 and 15 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 (Market Abuse Regulation) in conjunction with the provisions of Commission Delegated Regulation (EU) No 2016/1052 of 8 March 2016 (Delegated Regulation), with the exception of the purpose of the buyback. This is broader than provided for by Art 5 (2) of the Market Abuse Regulation.

All transactions are announced weekly on the company's website at https://www.jdcgroup.de/investor-relations after they have been executed.

In addition, the Executive Board, with the consent of the Supervisory Board, has decided to propose to the Annual General Meeting, which is to be held on 27 July 2022, to cancel the authorisation granted at the Annual General Meeting of 24 August 2018 to acquire treasury shares and to have a new authorisation replace the authorisation granted by the Annual General Meeting of 24 August 2018 to acquire treasury shares pursuant to Article 71 (1) No. 8 of the German Stock Corporation Act (AktG), which is to be valid until 26 July 2027. If the Annual General Meeting should again authorise the Company to acquire and use treasury shares, the repurchase of treasury shares will continue from 28 July 2022 until 23 December 2022.

In this case, the Executive Board plans to acquire a total of up to 200,000 treasury shares on the stock exchange under the aforementioned conditions, including the treasury shares acquired under the share buyback programme described above until 22 July 2022, and to use them for all purposes specified in the authorisation of the Annual General Meeting of 27 July 2022.

The further acquisition of treasury shares from 28 July 2022 onwards shall also be carried out under the guidance of a securities firm or a credit institution in accordance with the safe harbour provisions of Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 in conjunction with the provisions of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016.