GFT Technologies SE / DE0005800601

GFT Technologies SE: Announcement pursuant to Art. 5 (1) lit. a) of the Regulation (EU) No 596/2014 ('MAR') and Art. 2 (1) of the Delegated Regulation (EU) No 2016/1052 ('Delegated Regulation')   On 27 March 2025, the Administrative Board of GFT Technologies SE ('Company') resolved to buy back shares of GFT Technologies SE (ISIN: DE0005800601) at a total purchase price (excluding incidental acquisition costs) of up to EUR 15,000,000.00 ('Share Buyback Programme'). A maximum of 2,632,594 shares can be repurchased (corresponding to just under 10% of the share capital). The buyback shall be executed via XETRA trading on the Frankfurt Stock Exchange in a period from 15 April 2025 (earliest possible acquisition date) to 23 June 2025 (latest possible acquisition date) ('acquisition period'). The company may use the repurchased shares for all purposes in accordance with the authorisation granted to it by the Annual General Meeting on 24 June 2020. The share buyback programme will be carried out on the basis of the authorisation granted by the Annual General Meeting of GFT Technologies SE on 24 June 2020. Accordingly, the company is authorised to acquire treasury shares up to a total of 10% of the share capital existing at the time of the resolution by the Annual General Meeting until 23 June 2025. If the shares of GFT Technologies SE are acquired via the stock exchange, the consideration paid per share (excluding ancillary acquisition costs) may not be more than 10% higher or lower than the price determined by the opening auction in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange on the trading day. The buyback is carried out in accordance with Articles 5, 14 and 15 MAR in conjunction with the provisions of the Delegated Regulation, with the exception of the restriction to one of the purposes specified in Article 5 (2) MAR. The acquisition of treasury shares is being carried out by GFT Technologies SE by engaging an independent credit institution. The credit institution has given an undertaking to GFT Technologies SE that it will carry out the buyback in accordance with the above-mentioned regulations and in accordance with the authorisation granted by the Annual General Meeting of GFT Technologies SE on 24 June 2020. The credit institution shall make its decisions on the timing of the acquisition of shares in GFT Technologies SE in accordance with Article 4(2)(b) of the Delegated Regulation independently of and uninfluenced by GFT Technologies SE. The credit institution is obliged to acquire the shares at market prices in accordance with the trading conditions set out in Article 3 of the Delegated Regulation. In particular, the shares of GFT Technologies SE will not be acquired under the buyback programme at a price above that of the last independent trade or (if higher) above that of the highest independent bid on the XETRA trading system. In addition, no more than 25% of the average daily turnover in shares of GFT Technologies SE on the XETRA trading system will be acquired on any one trading day. The average daily share turnover is calculated on the basis of the trading volume during the 20 trading days prior to the respective purchase date. The share buyback programme can, if necessary and legally permissible, be suspended and resumed at any time during the purchase period. Information on the transactions related to the share buyback programme will be appropriately disclosed in detailed and aggregated form no later than at the end of the seventh trading day following the date of execution of the relevant transactions. In addition, GFT Technologie SE will publish the announced transactions on its website www.gft.com in accordance with Art. 2 para. 3 of the Delegated Regulation and make them publicly available for at least five years from the date of announcement.