Deutsche EuroShop AG plans increase of planned special dividend to EUR 1.95 per share and decides to conduct share repurchase programme

The Executive Board of Deutsche EuroShop AG, Hamburg (ISIN DE0007480204) („Company“), resolved with the approval of the Supervisory Board of today to propose to the Extraordinary General Meeting convened for January 8, 2024 to resolve upon payment of a special dividend now in the amount of EUR 1.95 per share of the Company („Special Dividend“) and thus to increase the amount of EUR 1.35 per share announced in the ad hoc announcement of November 24, 2023 by EUR 0.60. At the same time, the Executive Board resolved, with the approval of the Supervisory Board, to launch and implement a share buyback programme under which up to 750,000 shares of the Company (equivalent to approximately 1.0% of the Company’s share capital) are to be repurchased.

Based on the number of 76,464,319 shares issued in the company, the Special Dividend now planned corresponds to an amount of EUR 149.105.422,05 to be distributed from the net retained profits for the 2022 financial year. The resolution on the appropriation of profits for the 2022 financial year already adopted by the Annual General Meeting of the company on August 29, 2023 is therefore now to be adjusted so that the partial amount of EUR 500,000,087.94 carried forward to new account at that time is reduced by the aforementioned additional amount to be distributed to EUR 350,894,665.89. Subject to a corresponding resolution by the Extraordinary General Meeting, the payment of the Special Dividend is still planned for January 11, 2024.

The increase in the planned amount of the special dividend and the implementation of the share buyback program have become possible because the company in the meantime obtained additional liquidity (together with cash to be accrued by the company in the further business course) following the conclusion of a further loan agreement of a subsidiary in the amount of EUR 50.0 million.

The maximum total volume of the share buyback programme (acquisition costs excluding ancillary acquisition costs) is EUR 15.0 million. The shares are to be repurchased exclusively via the stock exchange in electronic trading on the Frankfurt Stock Exchange (XETRA trading).

With the share buyback programme, the Company is making partial use of the authorization granted by the ordinary shareholders’ meeting on August 29, 2023, according to which up to a total of 10% of the Company’s share capital that exists at the time the authorisation becomes effective or – if lower – at the time the authorisation is exercised may be acquired until August 28, 2028. The consideration per share paid by the Company (excluding any ancillary acquisition costs) shall not amount to more than 20% below or more than 10% above the share’s stock exchange price. Relevant shall be the arithmetic mean of the closing prices of the shares in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange on the three trading days prior to the respective reference date. The reference date shall be the day on which the obligation to acquire the shares is entered into. To date, no use has been made of this authorization and the Company currently holds no treasury shares.

The repurchased shares may be used for any purpose permitted under the authorization granted by the shareholders’ meeting on August 29, 2023, including (a) the sale of the shares under exclusion of shareholders’ subscription rights against cash payment, provided that the price at which the shares are sold is not significantly lower than the stock exchange price of the Company’s shares of the same class at the time of the sale, (b) against non-cash contributions, and (c) as part of variable remuneration of executive board members; the shares may also be redeemed.

The buyback will take place within a period of December 21, 2023 (first possible acquisition day) until December 20, 2024 (last possible acquisition day) at the latest. The Company reserves the right to suspend or discontinue the share buyback programme at any time or to continue it after the expiration of the last possible acquisition date on the basis of a new resolution and corresponding announcement.

The share buyback will be carried out under the management of an investment firm which will make its decisions on the time of the acquisition of the shares independently and uninfluenced by the Company. The appointed investment firm has undertaken vis-à-vis the Company to execute the buybacks in accordance with the requirements of the authorization granted by the ordinary shareholders’ meeting, the so-called “Safe Harbour” regulations pursuant to Article 5(1) and (3) MAR in conjunction with Article 2 to Article 4 of the Delegate Regulation (EU) 2016/1052 of 8 March 2016.

Issued by: Nicolas Lissner, Senior Manager Investor & Public Relations