DGAP-CMS: Notice according to Art. 2 (1) of Delegated Regulation (EU) 2016/1052

Notice according to Art. 2 (1) of Delegated Regulation (EU) 2016/1052

Berlin, 21 February 2022 - MBB SE (ISIN DE000A0ETBQ4), a medium-sized family business, has decided to make use of the authorization granted by the Annual General Meeting on 28 May 2019 to acquire treasury shares in accordance with section 71 (1) no. 8 of the AktG and to launch a share buyback program with a maximum volume of 6.0 million (excluding acquisition costs) ("Share Buyback Program 2022/I").

The Share Buyback Program 2022/I is to be conducted under the authorization of the Annual General Meeting of the Company on 28 May 2019. The share buyback is made for the purpose of cancellation of shares as well as the fulfilment of any obligations arising from convertible bonds or bonds with warrants. Under the Share Buyback Program 2022/I, shares of the Company with a total purchase price of up to 6.0 million (excluding acquisition costs) are to be repurchased in the period from 23 February 2022 to 30 April 2022.

The share buyback will be carried out 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.

In accordance with the authorization granted by the Annual General Meeting of the Company on 28 May 2019, the purchase price per share (excluding acquisition costs) may not be more than 10 percent higher or lower than the share price determined by the XETRA trading opening auction on the trading day. Additionally, in accordance with Art. 3 Para. 2 of Delegated Regulation (EU) 2016/1052 of 8 March 2016, shares may not be purchased under the Share Buyback Program 2022/I at a price higher than the price of the last independent trade or (if higher) the price of the highest current independent bid on the trading venue on which the purchase takes place.

The share buyback will be carried out on behalf and for the account of the Company by a financial institution which, within the aforementioned period, will make its decisions on the timing of the acquisition of the treasury shares independently of and without influence by the Company in accordance with Article 4 (2b) of Delegated Regulation (EU) 2016/1052 of 8 March 2016. Hence, the company will not influence the decisions of the financial institution. The financial institution has also undertaken, among other things, to comply with the trading conditions pursuant to Art. 3 of Delegated Regulation (EU) 2016/1052 of 8 March 2016 and the requirements contained in the Share Buyback Program 2022/I.

The Share Buyback Program 2022/I may be terminated, suspended and also resumed at any time, to the extent necessary and legally permissible.

Information on the transactions related to the Share Buyback Program 2022/I will be provided in a form complying with the requirements of Art. 2 Para. 3 sentence 1 in conjunction with Para. 2 of Delegated Regulation (EU) 2016/1052 of 8 March 2016 will be appropriately disclosed no later than at the end of the seventh trading day after the day of execution of such transactions.

In addition, pursuant to Art. 2 (3) sentence 2 of Delegated Regulation (EU) 2016/1052 of 8 March 2016, the Company will publish the disclosed transactions on its website in the 'Investor Relations' section under www.mbb.com/ir/buyback and ensure that the information remains publicly accessible for at least five years from the date of such disclosure.

MBB SE
Joachimsthaler Straße 34
10719 Berlin
Tel +49 30 844 15 330
Fax +49 30 844 15 333
ir@mbb.com
www.mbb.com

Executive Management
Dr. Constantin Mang (CEO)
Dr. Jakob Ammer
Torben Teichler

Executive Chairman
Dr. Christof Nesemeier

Court of Registration
Berlin-Charlottenburg Local Court, registration number: HRB 165458