EQS-News: Drägerwerk AG & Co. KGaA: Notification pursuant to Art. 5 (1) of the Regulation (EU) No 596/2014 and Art. 2 (1) of the Delegated Regulation (EU) 2016/1052 of the Commission

Notification pursuant to Art. 5 (1) of the Regulation (EU) No 596/2014 and Art. 2 (1) of the Delegated Regulation (EU) 2016/1052 of the Commission

On September 2, 2024, the Executive Board of Drägerwerk Verwaltungs AG resolved an employee participation program for Drägerwerk AG & Co. KGaA (“Dräger”). For this purpose, Dräger will buy back some of its own preferred shares on the stock exchange in the period from October 7 to probably November 18, 2024. The corresponding shares will not be retired, but will remain in the share accounts of the participating employees during the two-year lock-up period.

Within the last year's employee participation program, Dräger bought back 80,460 of a theoretical 692,872 shares. In the current year, Dräger could buy back up to 676,000 shares. However, this would only occur if all eligible employees and the Executive Board participate fully in the program.

The Executive Board will no longer participate in the program due to the new regulations on share-based remuneration. Accordingly, since the 2023 fiscal year, the members of the Executive Board are obliged to convert 40% of their one-year variable remuneration into virtual shares, which are locked for a period of five years. The aim of this regulation is to strengthen the long-term nature of variable remuneration and thus align the interests of the Executive Board and shareholders.

The share buyback principally complies with rules and regulations set forth in Sec. 71 (1) Sentence 1 No 2 AktG (Aktiengesetz − German Stock Corporation Act). The buyback of preferred shares held by persons not employed by the Company or any associated company, neither at the present time nor in the past, will take place in accordance with the authorization issued by the Company’s annual shareholders’ meeting dated 7 May 2021, which permits the buyback of up to 10% of capital stock held in the form of own shares.

A bank will be tasked with the buyback. The bank will make its decisions concerning the time of purchase of the preferred shares independently of Dräger and free of its influence. The right of Dräger to terminate its contract with the bank early and assign the task to a different bank remains unaffected.

In both cases, the buyback complies with the so-called safe-harbor rules set forth in Art. 5 of the Regulation (EU) No 596/2014 in connection with the Delegated Regulation (EU) 2016/1052 of the Commission.

The buyback will be made on the stock exchange. The purchase price will comply with the requirements set forth in the safe-harbor rules. In addition, the purchase price per preferred share (excluding acquisition charges) of those preferred shares to be acquired on the basis of the authorization issued by the annual shareholders’ meeting may not exceed or fall below the price of the preferred shares in the opening auction in Xetra trading on the Frankfurt Stock Exchange on the corresponding trading day in question by more than 10%.

The share buyback may be suspended and resumed at any time in accordance with the relevant legal guidelines.

The transactions will be announced by the end of the seventh trading day after their conclusion at the latest in a method in accordance with the requirements set forth in Art. 2 (2) in connection with (3) of the Delegated Regulation (EU) 2016/1052 of the Commission.

Dräger will report on the course of the buyback program in accordance with the legal provisions on the Company’s website (www.draeger.com) in the Investor Relations section.

Lübeck, Germany, October 1, 2024

Executive Board
Drägerwerk Verwaltungs AG, acting as the general partner of
Drägerwerk AG & Co. KGaA

Moislinger Allee 53–55
23558 Lübeck, Germany
www.draeger.com

Disclaimer
This release contains statements on the future development of Dräger Group. These forward-looking statements are based on the current expectations, presumptions, and forecasts of the Executive Board as well as the information available to it to date and have been prepared to the best of its knowledge and belief. No guarantee or liability for the occurrence of the future developments and results specified can be assumed in respect of such forward-looking statements. Rather, the future developments and results are dependent on a number of factors. They entail risks and uncertainties beyond the Company’s control and are based on assumptions which could prove to be incorrect. Notwithstanding any legal requirements to adjust forecasts, Dräger does not assume any obligation to update the forward-looking statements contained in this report. You will find all important financial dates on our Company website at www.draeger.com under Investors / Financial Calendar.