DGAP-CMS: Share buyback: 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, 22 November 2021 - MBB SE (ISIN DE000A0ETBQ4), a medium-sized family business, has decided to make use of the authorisation 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 once more increase the share buyback program ("Share Buyback Program 2021/I") announced on 01 June 2021, launched on 14 June 2021 and for the first time increased on 15 September 2021, in accordance with today's ad-hoc announcement. The share buyback program of originally up to 30,000 treasury shares with a maximum volume of €5.0 million (excluding acquisition costs), which on 15 September 2021 was for the first time increased by up to 30,000 additional shares or a maximum of an additional €5.0 million to a total of up to 60,000 shares with a maximum volume of €10.0 million (excluding acquisition costs), will be increased again by up to 30,000 additional shares or a maximum of an additional €5.0 million to a total of up to 90,000 shares with a maximum volume of €15.0 million (excluding acquisition costs). Up to and including 19 November 2021, 57,452 shares with a volume of €7.7 million have been repurchased. Thus, up to 32,548 additional shares can be purchased until the end of the share buyback program on 31 December 2021.

The share buyback program 2021/I follows the authorization granted by the Annual General Meeting of the Company on 28 May 2019, according to which treasury shares of the Company may be acquired for the purpose of cancellation and to service purchase rights or purchase obligations on shares from convertible bonds. Under the share buyback program 2021/I, a total of up to 90,000 treasury shares of the Company are to be repurchased in the period from 14 June 2021 to 31 December 2021. The Board of Directors has allocated the amount of €15.0 million as the highest possible total purchase price for the acquisition of the Company's shares (excluding acquisition costs).

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 2021/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 2021/I.

The Share Buyback Program 2021/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 2021/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

Chairman of the Board and Executive Director
Dr Christof Nesemeier

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