EQS-Adhoc: Management Board of Nagarro SE resolves on reduction of nominal share capital through redemption of treasury shares and on new share buyback program with a volume of up to 20 million euros

Munich, November 14, 2025 – The Management Board of Nagarro SE, Munich (the “Company”), resolved today, on the basis of the authorization granted by the shareholders’ meeting on June 30, 2025, for the acquisition and use of treasury shares, to redeem approx. 75% of the 1,138,251 treasury shares currently held by the Company, these are (rounded) 853,688 treasury shares, and to reduce the Company’s nominal share capital from EUR 13,775,985.00 by EUR 853,688.00 to EUR 12,922,297.00. The number of shares issued by the Company is accordingly reduced from 13,775,985 by 853,688 to 12,922,297. The pro rata amount of the nominal share capital per issued share remains unchanged at EUR 1.00.

The redemption of a portion of the treasury shares currently held serves to enable further share buybacks by the Company and to adjust capital to levels appropriate for the Company’s business needs.

In this context, the Management Board also resolved today to make use of the authorization pursuant to Sec. 71 para. 1 no. 8 of the German Stock Corporation Act (Aktiengesetz, AktG) to repurchase shares of the Company, which was granted by the shareholders’ meeting of June 30, 2025. On this basis, the Company is authorized, in the time period until June 29, 2030, to acquire treasury shares in a total amount of up to 10% of the nominal share capital existing at the time of the resolution of the shareholders’ meeting or – if that amount is lower – at the time the authorization is exercised. At the same time, treasury shares held by or attributable to the Company may at no time account for more than 10% of the nominal share capital.

In aggregate, it is intended to acquire up to 450,000 shares of the Company. This corresponds to a portion of approximately 3.27% of the current nominal share capital of EUR 13,775,985.00 and of approximately 3.48% of the reduced nominal share capital of EUR 12,922,297.00, once the redemption of treasury shares resolved by the Management Board today has become effective. At the same time, the acquisition is subject to an overall purchase volume limit of EUR 20 million (excluding ancillary costs of purchase). The repurchased shares may be used for all purposes covered by the authorization. They may also be redeemed.

The shares will be acquired through the stock exchange. The share buyback will be carried out by a credit institute and conducted considering the Safe-Harbour-Rules of Article 5 of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 (Market Abuse Regulation), in conjunction with the Delegated Regulation (EU) 2016/1052 of the European Commission of March 8, 2016. The credit institute will decide independently when to repurchase the shares and, on each occasion, how many shares to acquire, without the Company having any influence over these decisions.

The share buyback will likely be carried out in the time period from November 24, 2025, until February 28, 2026. The purchase price per share paid by the Company (excluding ancillary acquisition costs) may not exceed the price of a share of the Company determined by the opening auction on the relevant trading day in Xetra trading (or a comparable successor system) by more than 10% or fall short of this price by more than 20%.

Further details will be published separately by the Company prior to the start of the share buyback. The Management Board reserves the right to interrupt or to terminate the share buyback prematurely at any time.

All transactions will be published weekly following their consummation on the website of the Company (www.nagarro.com) in the Investor Relations section.