EQS-CMS: adesso SE: Release of a capital market information

adesso SE, Dortmund
WKN: A0Z23Q / ISIN: DE000A0Z23Q5

Publication pursuant to Art. 5 para. 1 lit. a) of Regulation (EU) No. 596/2014 and Art. 2 (1) of the Delegated Regulation (EU) 2016/1052 // Share buyback programme

The Executive Board of adesso SE has resolved (ad hoc announcement dated 11 October 2024) to buy back its own shares on the stock exchange. The Supervisory Board has given its approval.

The company is making use of the authorisation granted by the Annual General Meeting on 3 June 2020 to acquire treasury shares in accordance with Section 71 para. 1 no. 8 of the German Stock Corporation Act (AktG).

The share buyback will begin on 17 October 2024 and will be carried out until 11 April 2025 at the latest. During this period, treasury shares of the company worth up to EUR 10 million (excluding incidental acquisition costs) are to be repurchased via the stock exchange in accordance with the approved buyback programme. Based on the closing price in Xetra trading on the Frankfurt Stock Exchange (as at 10 October 2024: EUR 72.70), this corresponds to around 2.1 % of the company's share capital. In any case, the maximum number of shares may not exceed a total volume of 200,000 shares.

The treasury shares will be repurchased for legally permissible purposes. The company does not currently hold any treasury shares. The shares acquired on the basis of the authorisation, together with any treasury shares acquired for other reasons that are held by the company or are attributable to it in accordance with Sections 71 a et seq. of the German Stock Corporation Act (AktG), may not exceed 10 % of the company's share capital at any time.

A bank has been commissioned with the repurchase, which makes its decisions on the timing of the acquisition of the shares independently and uninfluenced by the company. The right of adesso SE to terminate the bank's mandate prematurely and to transfer the order to another bank remains unaffected. The repurchase of treasury shares is carried out in accordance with the provisions of Art. 5 para. 1 Market Abuse Regulation (MAR) in conjunction with Commission Delegated Regulation (EU) No. 2016/1052 of 8 March 2016 (Delegated Regulation (EU) 2016/1052) with the exception of the restrictions on the purposes specified in Art. 5 para. 2 MAR.

The countervalue paid by adesso SE per adesso share (excluding incidental acquisition costs) may not exceed the opening price on the acquisition date in Xetra trading (or a comparable successor system) by more than 10 % or fall below it by more than 20 % in accordance with the authorisation granted by the Annual General Meeting on 3 June 2020. In addition, in accordance with the trading conditions of Art. 3 of Delegated Regulation (EU) 2016/1052, no purchase price will be paid that is higher than that of the last independent trade on the trading venue on which the purchase takes place or above that of the last highest independent bid on the trading venue on which the purchase takes place, even if the shares are traded on different trading venues; the higher of the two values is decisive.

In accordance with Delegated Regulation (EU) 2016/1052, no more than 25 % of the average daily share turnover on the trading venue on which the respective purchase takes place is purchased on any one day; the average share turnover is calculated from the average daily trading volume of the 20 trading days prior to the specific purchase date. Orders for buybacks are only placed during ongoing trading and not as part of auction phases, and orders existing at the start of an auction phase are not changed during this phase.

The share buyback can be suspended and resumed at any time in accordance with the legal requirements to be observed. Information on the transactions related to the buyback programme will be appropriately disclosed in detailed and aggregated form in accordance with Article 2 (2) and (3) of Delegated Regulation (EU) 2016/1052 at the latest by the end of the seventh trading day following the date of execution of such transactions. In addition, adesso SE will publish the disclosed transactions on the website https://www.adesso-group.de/en/investor-relations/die-aktie/share-buy-back-programme/index.jsp in accordance with Article 2 (3) of Delegated Regulation (EU) 2016/1052 and ensure that the information remains publicly accessible for at least five years from the date of disclosure.

Dortmund, 16 October 2024

adesso SE

The Executive Board