Mercedes-Benz Pattern Background_07

Mercedes-Benz share buyback program

Disclosure pursuant to Art. 2 para. 1 of Delegated Regulation (EU) No. 2016/1052.

April 30, 2024 – Disclosure pursuant to Art. 2 para. 1 of Delegated Regulation (EU) No. 2016/1052.

On February 21, 2024, Mercedes-Benz Group AG ("Mercedes-Benz") resolved to conduct a further share buyback program. The program is scheduled to start May 10, 2024 and be completed by March 14, 2025 (including). Together with the share buyback program announced on March 2, 2023, which is still ongoing, up to 106,983,744 shares (ISIN DE0007100000, "Mercedes-Benz-Shares") may be repurchased. Under the additional buyback program Mercedes-Benz-Shares may be repurchased on the stock exchange for a total purchase price (excluding incidental costs) of up to EUR 3 billion. The share buyback program is based on the authorization granted by the Annual General Meeting on July 8, 2020 (“Authorization”). The repurchased shares are to be cancelled.

The buyback shall be carried out in accordance with the Authorization and Art. 5 of Regulation (EU) No. 596/2014 in conjunction with the provisions of Commission Delegated Regulation (EU) No. 2016/1052 of March 8, 2016 supplementing Regulation (EU) 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures ("Delegated Regulation (EU) 2016/1052").

The buyback is lead-managed by an independent credit institution on behalf and for the account of Mercedes-Benz. Pursuant to the Authorization, Mercedes-Benz is allowed to acquire own shares for any permissible purpose up to July 7, 2025, in an amount of up to 10% of the share capital existing at the time of the resolution by the Annual General Meeting or – if this value is lower – at the time the Authorization is exercised. The amount paid by the company per share (excluding transaction costs) may not exceed the price determined at the opening of Xetra trading (or at the opening of a functionally equivalent successor to the Xetra system) on the Frankfurt Stock Exchange on the day of trading by more than 10% and may not be more than 20% lower than that price.

The credit institution will make its decisions on the timing of the acquisition of Mercedes-Benz-Shares in accordance with Art. 4 para. 2 lit. b) of Delegated Regulation (EU) 2016/1052 independently and uninfluenced by Mercedes-Benz. The Board of Management may terminate the share buyback program – in compliance with the insider law provisions of Regulation (EU) No. 596/2014 – at any time.

In particular, the buyback will be effected in compliance with the trading conditions of Art. 3 of Delegated Regulation (EU) 2016/1052 and the specifications contained in the share buyback program. In particular, the Mercedes-Benz-Shares shall not be purchased at a price higher than the price of the last independent trade or (should this be higher) higher than the current highest independent bid on the trading venue on which the purchase is carried out. In addition, no more than 25% of the average daily share turnover on the trading venue on which the purchase is made will be purchased on one trading day. The average daily share turnover is calculated on the basis of the average daily trading volume during the 20 trading days preceding the respective purchase date.

The above share buyback program will be carried out in parallel to the share buyback program announced on March 2, 2023, which is already underway. The latter is now to be completed by March 14, 2025, whereby Mercedes-Benz-Shares may still be repurchased via the stock exchange at a total purchase price (excluding incidental costs) of up to EUR 4 billion. It is ensured that both share buyback programs are carried out in accordance with the Authorization and Article 5 of Regulation (EU) No. 596/2014 in conjunction with the provisions of Delegated Regulation (EU) 2016/1052. The buyback programs can be stopped, interrupted and continued at any time in accordance with the applicable legal provisions.

Independently of the above share buyback programs, Mercedes-Benz may acquire own shares as part of the annual employee share program. In the event that such an employee share program is implemented, no own shares are expected to be acquired in parallel to its acquisition period under the above share buyback programs.

All transactions of both buyback programs will be disclosed in accordance with the requirements of Delegated Regulation (EU) 2016/1052. Mercedes-Benz will provide regular information at www.group.mercedes-benz.com and keep that information available to the public for at least a 5-year period from the date of public disclosure.