EQS-Adhoc: Westwing Group SE: Cancellation of Treasury Shares and Share Buyback

Westwing Group SE: Cancellation of Treasury Shares and Share Buyback

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Munich, 5 February 2026 

With the approval of the Supervisory Board, the Management Board of Westwing Group SE today resolved, on the basis of the authorisation granted by the Annual General Meeting on 17 June 2025 regarding the acquisition and use of treasury shares, to cancel 1,253,968 treasury shares and to reduce the share capital of Westwing Group SE from EUR 20,903,968.00 by EUR 1,253,968.00 to EUR 19,650,000.00 and the number of shares issued accordingly from 20,903,968 shares by 1,253,968 shares to 19,650,000 shares with immediate effect.

If this cancellation and capital reduction leads to a shareholding of Rocket Internet SE in Westwing Group SE above 30%, Rocket Internet SE as well as its direct or indirect shareholders Zerena GmbH, Rocata GmbH and Global Founders GmbH will not be obliged to make a mandatory takeover offer under the German Securities Takeover Act (WpÜG) due to exemptions granted with conditions and as respectively published by the German Financial Supervisory Authority (BaFin).

In addition, the Management Board of Westwing Group SE has also resolved today, with the approval of the Supervisory Board, to buy-back up to a maximum of 700,000 shares in the Company (this equals approximately 3.56% of the share capital after capital decrease by cancellation of treasury shares) at a maximum aggregate purchase price without ancillary costs of up to EUR 8 million in the period from 9 February 2026 to 31 July 2026.

The share buyback is based on the authorisation of the Annual General Meeting of 17 June 2025.

If the treasury shares are purchased on the stock exchange, the purchase price per share (excluding incidental purchase costs) may not be more than 10% higher or lower than the price of a share of the Company determined by the opening auction or, if there is no opening auction, the first price paid for a share in the Company, in Xetra trading on that trading day (in Frankfurt am Main).

The purchased shares can be used in general for the purposes as set out in the authorisation granted by the Annual General Meeting as of 17 June 2025.

The share buyback will be carried out by an independent credit institution and in accordance with the Safe Harbor Rules defined under Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council dated 16 April 2014 (Market Abuse Regulation), in conjunction with the provisions of the Delegated Regulation (EU) 2016/1052 of the Commission dated 8 March 2016. The independent credit institution shall decide about the timing of the share purchase independent of and uninfluenced by Westwing Group SE, even if shares in the Company are to be repurchased during a closed period within the meaning of Article 19 para. 11 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, or during a period in which the Company has decided to postpone the disclosure of inside information pursuant to Article 17 para. 4 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014. All transactions are posted weekly on the company's website after their execution (www.ir.westwing.com) in the Investor Relations section.

The Company reserves the right to suspend or end the share buyback program at any time. Westwing Group SE currently holds 812,043 treasury shares, this corresponds to around 4.13% of today´s share capital (after capital decrease by cancellation of treasury shares effected today).