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Keywords: Share buyback

INDUS Holding AG resolves on public Share Buyback Offer and subsequent Share Buyback Program

Bergisch Gladbach, 11 November 2024 – The Board of Management of INDUS Holding AG resolved today, with the approval of the Supervisory Board, to make a public buyback offer to the shareholders of INDUS Holding AG for up to 700,000 no-par value bearer shares of INDUS Holding AG (ISIN DE0006200108) at a price of EUR 21.65 per share (\"Share Buyback Offer\"). The volume of the Share Buyback Offer shall thus total up to EUR 15,155,000. Shareholders of the company may accept the Share Buyback Offer in the period from 12 November 2024 to 25 November 2024 (inclusive).

The Share Buyback Offer will be carried out on the terms and conditions contained in the offer document. The offer document will be published today on the company's website (www.indus.de/en) under \"Investor Relations - Share buyback\" and subsequently in the German Federal Gazette (www.bundesanzeiger.de, German version only). The result from the Share Buyback Offer will in accordance with the applicable legal requirements also be announced on the company's website.

Also today, the Board of Management, with the approval of the Supervisory Board, resolved to buy back no-par value bearer shares in the company with a total purchase price volume of up to EUR 5 million, but no more than 200,000 shares, via the stock exchange in addition to the Share Buyback Offer (\"Share Buyback Program\"). The Share Buyback Program is expected to start on 2 December 2024 at the earliest and to run until 16 May 2025 at the latest.

The Share Buyback Program will be carried out in accordance with the safe harbour rules pursuant to Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 (Market Abuse Regulation) and Commission Delegated Regulation (EU) No 2016/1052 of 8 March 2016 (Delegated Regulation). The company will announce further details of the Share Buyback Program in accordance with the statutory provisions before the start of the Share Buyback Program.

With the Share Buyback Offer and the subsequent Share Buyback Program, the company is making use of the authorisation granted by the company's annual shareholders' meeting of 13 August 2020 to buy back shares totalling up to 10 % of the company's registered share capital by 12 August 2025. On the basis of the authorisation, 1,100,000 treasury shares were already acquired as part of the public share buyback offer of 21 February 2024. This corresponds to approximately 4.09 % of the company's share capital.

Following implementation of the Share Buyback Offer and the subsequent Share Buyback Program, the company could at maximum hold treasury shares totalling around 7.44 % of the company's registered share capital. The repurchased shares may be used for all purposes permitted under the authorisation. In particular, the shares may be redeemed by the company.

Important note:

This communication may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This communication is not directed to, or intended for distribution to or use by, any person who is a citizen or resident of or located in any state, country or jurisdiction where such distribution, publication, availability or use would be contrary to applicable law or which would require any registration or authorisation within such jurisdiction.

The dissemination, publication or distribution of this communication may be subject to legal restrictions in jurisdictions outside the Federal Republic of Germany. Persons domiciled in or subject to another jurisdiction should inform themselves about and observe the applicable requirements.

Neither this notice nor any of its contents may be published, sent, distributed or disseminated in the United States of America, in each case by use of the mails or by any other means or instrumentality of interstate or foreign commerce or of any facility of a national securities exchange of the United States of America. This includes, but is not limited to, e-mail, facsimile transmission, telex, telephone and the internet. Copies of this announcement and other related documents may also not be sent or transmitted to or within the United States of America. This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States of America, Germany or any other jurisdiction.

The terms and conditions and other provisions relating to the public Share Buyback Offer are set out in the offer document, which has neither been submitted to BaFin for review nor authorised by BaFin. The Share Buyback Offer does not comply with the provisions of the German Securities Acquisition and Takeover Act. Holders of INDUS Holding AG shares are strongly advised to read the offer document and, if necessary, to seek independent advice on the matters contained therein.

The price at which shares are acquired under the Share Buyback Program may differ from the price under the Share Buyback Offer. Therefore, it cannot be ruled out that the company will acquire shares in the company under the Share Buyback Program at a higher price than under the Share Buyback Offer.

This release contains forward-looking statements. These statements are based on the current views, expectations, and assumptions of the management of INDUS Holding AG and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in any such statements. INDUS Holding AG assumes no obligation to update forward-looking statements.