March 02, 2023 – Disclosure pursuant to Art. 2 para. 1 of Delegated Regulation (EU) No. 2016/1052
The Board of Management of Mercedes-Benz Group AG ("Mercedes-Benz") resolved on February 16, 2023, with the approval of the Supervisory Board, to launch a share buyback program. The program is scheduled to start March 3, 2023 and be completed by March 2, 2025 (including). Up to 106,983,744 shares (ISIN DE0007100000, "Mercedes-Benz-Shares") may be repurchased on the stock exchange for a total purchase price (excluding incidental costs) of up to EUR 4 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) 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) 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.
Independently of the above share buyback program, Mercedes-Benz will acquire own shares in the period from March 15 to March 27, 2023 as part of its annual employee share program. A separate announcement will be made in this regard pursuant to Art. 2 (1) of Delegated Regulation (EU) No. 2016/1052. During the period of the employee share program no own shares will be acquired pursuant to this share buyback program.
All transactions will be disclosed in accordance with the requirements of Delegated Regulation (EU) 2016/1052. Mercedes-Benz will provide regular information regarding the progress of the share buyback program 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.