4 November 2019
Wirecard AG publishes details of Share Buyback Program 2019/I
Announcement pursuant to Article 5(1a) of Regulation (EU) No 596/2014 and Art. 2(1) of the Commission Delegated Regulation (EU) 2016/1052
Aschheim (Munich). The management board (the "Management Board") of Wirecard AG (ISIN DE0007472060) (the "Company") has resolved on October 17, 2019, with approval of the Company's supervisory board (the "Supervisory Board") as of the same day, to implement a share buyback program (the "Share Buyback Program 2019/I") for an amount of up to EUR 200 million (excluding acquisition expenses).
The Share Buyback Program 2019/I is to be conducted under the authorization of the Company's annual general meeting of June 20, 2017, according to which the Company's own shares may be purchased, in addition to a sale via the stock exchange or via an offer to all shareholders in proportion to their shareholding, for any permissible purpose, in particular for the purpose of redemption and for the offer and transfer in return for non-cash contributions in the case of company acquisitions.
Within the Share Buyback Program 2019/I, up to 2,500,000 of the Company's shares may be repurchased in the period from November 5, 2019 to November 5, 2020. The Management Board has approved, with approval of the Supervisory Board, an amount of EUR 200 million as the largest possible total purchase price for the acquisition of shares of the Company (excluding acquisition expenses).
The share buyback will be carried out in accordance with the Safe Harbor Rules defined under Article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council dated April 16, 2014, in conjunction with the provisions of the Commission Delegated Regulation (EU) 2016/1052 of the Commission dated March 8, 2016.
In accordance with the authorization granted by Company's annual general meeting held on June 20, 2017, the purchase price paid by the Company per share of the Company (excluding incidental acquisition costs) if acquisition is carried out through the stock exchange may not exceed by more than 10 % or fall below by more than 20 % the average of the closing prices in Xetra trading (or in a comparable successor system on the Frankfurt Stock Exchange) for shares of the Company of the same class on the last five trading days prior to the date of acquisition or, if earlier, the date on which the obligation to acquire was entered into. In addition, in accordance with Art. 3 (2) of the Commission Delegated Regulation (EU) 2016/1052 dated March 8, 2016, within the Share Buyback Program 2019/I, shares may not be acquired at a price that exceeds that of the most recent independently executed transaction or (if this should be higher) that exceeds that of the currently highest independent offer on the exchange on which the purchase is taking place.
The share buyback will be carried out under the authority and for account of the Company by a financial institution that will make its decisions regarding the timing of the acquisition of treasury shares independently and without the influence of the Company during the aforementioned period, in accordance with Art. 4 (2b) of the Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. Therefore, the Company will exert no influence on the decisions of the financial institution. Among other things, the financial institution has also undertaken to comply with the trading conditions defined under Art. 3 of the Commission Delegated Regulation (EU) 2016/1052 dated March 8, 2016 and the requirements established in the Share Buyback Program 2019/I.
The Share Buyback Program 2019/I may be suspended and also resumed at any time where necessary and permitted under the law.
The acquired shares may be used for any of the purposes set out in Article 5(2) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation).
Information regarding the transactions related to the Share Buyback Program 2019/I will be appropriately announced in a manner corresponding to the requirements set forth under Art. 2(3) sentence 1 in conjunction with (2) of the Commission Delegated Regulation (EU) 2016/1052 dated March 8, 2016, on or before the end of the seventh trading day following the date on which such transactions are executed.
In addition, the Company will publish the announced transactions in the 'Investor Relations' section of its website (www.wirecard.de) in accordance with Art. 2 (3) sentence 2 of the Commission Delegated Regulation (EU) 2016/1052 dated March 8, 2016, and ensure that the information remains publicly accessible for a minimum of five years from the date of each such publication.
VP Investor Relations/ Corporate Communications
Tel.: +49 (0) 89-4424-1424
Bloomberg: WDI GY
Wirecard (GER:WDI) is one of the world's fastest growing digital platforms in the area of financial commerce. We provide both business customers and consumers with a constantly expanding ecosystem of real-time value-added services built around innovative digital payments by using an integrated B2B2C approach. This ecosystem concentrates on the areas payment & risk, retail & transaction banking, loyalty & couponing, data analytics & conversion rate enhancement in all sales channels (online, mobile, ePOS). Wirecard operates regulated financial institutions in several key markets and holds issuing and acquiring licenses from all major payment and card networks. Wirecard AG is listed on the Frankfurt Stock Exchange (DAX and TecDAX, ISIN DE0007472060). Visit us on www.wirecard.com, follow us on Twitter @wirecard and on Facebook @wirecardgroup.
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