Not for distribution or publication in the United States of America, United Kingdom, Canada, Australia or Japan
- Disclosure in accordance with Art. 5 (1) lit. a) of Regulation (EU) No. 596/2014 and Art. 2 (1) of Commission Delegated Regulation (EU) No. 2016/1052
Deutsche Telekom AG (‘DTAG’) announced in an ad hoc announcement dated November 2, 2023, inter alia to buy back DTAG shares (ISIN: DE0005557508) for a total purchase price (excluding transaction costs) of up to 2 billion euros under a share buy-back program (‘2024 share buy-back program’). The repurchase through Xetra trading on the Frankfurt Stock Exchange will begin on January 3, 2024 and will take place over the period ending on December 31, 2024. The purpose of the share buy-back is to recoup part of the dilution effect from DTAG’s 2021 capital increase. DTAG’s repurchased shares will therefore be canceled.
Shares are to be purchased in several tranches under the share buy-back program. The first tranche, with a purchase price (excluding transaction costs) of up to 550 million euros, is to be purchased in the period from January 3, 2024 to no later than April 4, 2024. Based on the closing price in Xetra trading on the Frankfurt Stock Exchange on January 2, 2024 of 21.965 euros, this would be up to 0.50 percent of the share capital, corresponding to up to 25,039,836 shares.
The 2024 share buy-back program will be based on the resolution of the DTAG shareholders’ meeting on April 1, 2021, under which the DTAG Board of Management has been authorized until March 31, 2026 to purchase shares with the amount of share capital accounted for by these shares totaling up to 1,218,933,400.57 euros, which corresponds to 10 percent of DTAG’s share capital on the date of the resolution on the authorization. The maximum number of shares that DTAG may purchase under the existing authorization is therefore 476,145,859 shares. The consideration per share paid (excluding transaction costs) may not be more than 10 percent above or 20 percent below the market price of the shares determined by the opening auction on the trading day on which the contractual transaction was concluded in the Xetra trading system of Deutsche Börse AG (or a successor system).
DTAG will purchase own shares observing the principle of equal treatment of shareholders (§ 53a of the German Stock Corporation Act (AktG)) and commissioning one or several credit institutions. Each credit institution commissioned is to make its decision on the timing of the purchase of DTAG shares in accordance with Art. 4 (2) lit. b) of Commission Delegated Regulation (EU) 2016/1052 from March 8, 2016 independently from and uninfluenced by DTAG. As such, DTAG will not influence the decisions of the respective credit institution in any way.
Own shares will be purchased in accordance with Art. 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 as well as the provisions of the Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016 and based on the aforementioned authorization resolved by the DTAG shareholders’ meeting on April 1, 2021. The DTAG shares will be purchased at market price in accordance with the conditions for trading pursuant to Art. 3 of the Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. In particular, the DTAG shares will not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. Furthermore, DTAG will not purchase on any trading day more than 25 percent of the average daily volume of the shares on the trading venue where the purchase is carried out. The average daily volume is based on the average daily volume traded during the 20 trading days preceding the date of purchase. DTAG will obligate every credit institution commissioned with the purchase of own shares under the 2024 share buy-back program to act accordingly.
The 2024 share buy-back program can be suspended and resumed again at any time if necessary and legally permitted.
Information on transactions relating to the 2024 share buy-back program will be publicly disclosed appropriately in detail and in aggregate form no later than by the end of the seventh daily market session following the date of execution of such transactions. In addition, DTAG will publish the disclosed transactions on its website (www.telekom.com) under Investor Relations, and will ensure that the information remains publicly available for at least five years from the date of disclosure.
This media information has been prepared solely for information purposes and does not constitute an offer of or a solicitation by or on behalf of Deutsche Telekom AG to subscribe for or purchase securities of Deutsche Telekom AG or as described herein. Any statements and information herein, including forward-looking statements, are not binding and are subject to change without notice at any time. The information contained herein are not intended for publication or dissemination in the United States of America or in any other jurisdiction outside the Federal Republic of Germany. The documents and information contained on this page are not an offer of securities in the United States of America. Securities may not be offered or sold in the United States of America or to "U.S. person" as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act") or for the account of "U.S. persons" absent registration or an exemption from registration under the U.S. Securities Act. The securities are not and will not be registered as per the U.S. Securities Act.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49 (2) (a) to (e) of the Order (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this document or any of its contents.
This media information contains forward-looking statements that reflect the current views of Deutsche Telekom management with respect to future events. They are generally identified by the words “expect,” “anticipate,” “believe,” “intend,” “estimate,” “aim,” “goal,” “plan,” “will,” “seek,” “outlook,” or similar expressions and include generally any information that relates to expectations or targets for revenue, adjusted EBITDA AL, or other performance measures. Forward-looking statements are based on current plans, estimates, and projections, and should therefore be considered with caution. Such statements are subject to risks and uncertainties, most of which are difficult to predict and are generally beyond Deutsche Telekom’s control. They include, for instance, the progress of Deutsche Telekom’s staff-related restructuring measures and the impact of other significant strategic or business initiatives, including acquisitions, dispositions, and business combinations. In addition, movements in exchange rates and interest rates, regulatory rulings, stronger than expected competition, technological change, litigation and regulatory developments, among other factors, may have a material adverse effect on costs and revenue development. If these or other risks and uncertainties materialize, or if the assumptions underlying any of these statements prove incorrect, Deutsche Telekom’s actual results may be materially different from those expressed or implied by such statements. Deutsche Telekom can offer no assurance that its expectations or targets will be achieved. Without prejudice to existing obligations under capital market law, Deutsche Telekom does not assume any obligation to update forward-looking statements to account for new information or future events or anything else. In addition to figures prepared in accordance with IFRS, Deutsche Telekom presents alternative performance measures, e.g., EBITDA, EBITDA AL, adjusted EBITDA, adjusted EBITDA AL, adjusted EBITDA margin AL, Core EBITDA, adjusted EBIT, EBIT margin, adjusted net profit/loss, adjusted earnings per share, free cash flow, free cash flow AL, gross debt, and net debt. These measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with IFRS. Alternative performance measures are not subject to IFRS or any other generally accepted accounting principles. Other companies may define these terms in different ways.
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