The Executive Board of FUCHS PETROLUB SE ("Company"), with the consent of the Supervisory Board, resolved on June 21, 2022 to implement a share buyback programme in respect of ordinary shares and preference shares, which was announced on the same day in the form of an ad hoc announcement. The Company is thus making use of the authorization granted by the Annual General Meeting on 5 May 2020 to acquire treasury shares in accordance with section 71 (1) no. 8 of the AktG, which allows the acquisition of ordinary and preference shares up to a maximum of 10% of the share capital by 4 May 2025.
The share buyback programme shall commence on June 27, 2022 (first possible acquisition date) and end no later than 29 March 2024] (last possible acquisition date). During this period, up to 6,000,000 shares, of which up to 3,000,000 ordinary shares and up to 3,000,000 preference shares are to be acquired for a total purchase price of up to a maximum of EUR 200 million (excluding incidental acquisition costs). The share buyback serves the purpose of cancelling the acquired shares.
The preference shares and ordinary shares will be acquired via the stock exchange in electronic trading on the Frankfurt Stock Exchange (XETRA) and via selected multilateral trading facilities (MTF).
The share buyback will be carried out in accordance with the safe harbour provision pursuant to Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 ("Market Abuse Regulation") in conjunction with the provisions of Commission Delegated Regulation (EU) No 2016/1052 of March 8, 2016 ("Delegated Regulation").
A bank was mandated with the execution of the share buyback, which independently makes its decisions on the timing of the acquisition of the shares within the aforementioned period independently and uninfluenced by the Company and is obligated to comply with the aforementioned requirements. The right of the Company to terminate the mandate of the bank prematurely in accordance with the legal requirements to be observed and to instruct one or more other banks remains unaffected. The share buyback programme may be stopped, interrupted and resumed at any time, to the extent necessary and legally permissible.
Pursuant to Art. 3 para. 2 of the Delegated Regulation, the shares shall not be acquired 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. At the same time, pursuant to Art. 3 para. 3 of the Delegated Regulation, no more than 25% of the average daily turnover of shares on the trading venue on which the purchase is made may be acquired under the share buy-back programme in relation to the respective class of shares. The average daily share turnover on the trading venue is calculated on the basis of the average daily trading volume during the 20 trading days prior to the respective purchase date. In accordance with the requirements of the authorization of the Annual General Meeting of May 5, 2020, the purchase price (excluding incidental purchase costs) may not exceed the average price of the Company's shares of the same class prior to the record date by more than 10% or fall below it by more than 20%. The average price is the non-volume-weighted average of the closing prices of the Company's shares of the same class in XETRA trading (or a comparable successor system) on the stock exchange in Frankfurt am Main on the last ten stock exchange trading days prior to the reference date. The record date is the date of acquisition or - if earlier - the date of entering into an obligation to acquire.
Information on the transactions related to the share buy-back programme shall be published in detailed and aggregated form in accordance with Art. 2 para. 3 of the Delegated Regulation no later than on the seventh trading day after the day of execution of such transactions and shall be made available on the Company's website at www.fuchs.com/group/investor-relations/about-our-stock/share-buyback/ for at least five years.
Mannheim, June 25, 2022
FUCHS PETROLUB SE
The Executive Board