KWS SAAT SE & Co. KGaA

Transaction in Own Shares • Dec 19, 2018

News Details

Other Capital Market Information | 19 December 2018 12:52

KWS SAAT SE: Release of a capital market information

KWS SAAT SE / share buyback program

19.12.2018 / 12:52
Dissemination of a Post-admission Duties announcement transmitted by DGAP -
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Disclosure in accordance with Article 5 paragraph 1 a) of Regulation (EU)
596/2014 and Article 2 paragraph 1 of Delegated Regulation (EU) 2016/1052

On October 16, 2018, the Executive Board of KWS SAAT SE (ISIN DE0007074007)
adopted a resolution to acquire shares in its own company for its Employee
Stock Program in accordance with Section 71 (1) No. 2 of the German Stock
Corporation Law (AktG). The sole purpose of acquiring the shares is to
fulfill obligations from the Employee Stock Program within the meaning of
Art. 5 paragraph 2 c) of Regulation (EU) No. 596/2014.

The shares will be bought back in accordance with the safe harbor
regulations of Article 5 of Regulation (EU) 596/2014 in conjunction with
Commission Delegated Regulation (EU) 2016/1052.

The buy-back is to be conducted in the period January 9, 2019, to February
8, 2019, the subscription period for employees will end on January 23,
2019. The maximum number of shares to be bought back will be determined by
the number actually needed to issue shares to employees and is limited to
500 shares per employee. No more than a total of 25,000 own shares are to
be bought back. In addition, the total purchase price for the shares to be
acquired under the share buy-back program is limited to 7.5 million euros
(excluding ancillary acquisition costs).

The buy-back program is to be conducted by a bank, which will decide on the
precise time at which shares in the company are acquired within the above-
stated period, independently and uninfluenced by the company. Among other
things, the bank will also undertake toward the company to comply with the
conditions for trading specified in Article 3 of Delegated Regulation (EU)
2016/1052 of 8 March 2016.

The buy-back of shares is to take place exclusively via the stock exchange
in a manner that protects the share price. The maximum purchase price per
acquired share (excluding ancillary acquisition costs) shall not be more
than 5 percent above or more than 5 percent below the market price of the
KWS SAAT SE share in Xetra trading on the Frankfurt Stock Exchange as
determined by the opening auction on the trading day. In addition, in
accordance with the trading terms and conditions set out in Art. 3 of the
Delegated Regulation (EU) No. 2016/1052 of the Commission, no purchase
price will be paid which is higher than the purchase price of the last
independent trade on the stock exchange on which the purchase is carried
out or the last highest independent purchase bid on the stock exchange on
which the purchase is carried out, which shall also apply if the shares are
traded on different trading venues; the higher of the two values shall be
relevant. According to the Delegated Regulation (EU) No. 2016/1052 of the
Commission, no more than 25% of the average daily volume of the shares
traded on the stock exchange on which the purchase is carried out will be
acquired on any given day; the average volume of the shares traded will be
calculated on the basis of the average daily volume traded during the 20
trading days preceding the date of purchase.

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

Information on the transactions relating to the buy-back program will be
adequately disclosed publicly in a manner complying with the requirements
of Article 2 paragraph 3 sentence 1 in conjunction with paragraph 2 of
Delegated Regulation (EU) 2016/1052 of 8 March 2016 no later than the end
of the seventh daily market session following the date of execution of such
transactions.

In accordance with Article 2 paragraph 3 sentence 2 of Delegated Regulation
(EU) 2016/1052 of 8 March 2016, the company will also post the disclosed
transactions on its website (www.kws.de) in the section 'Investor
Relations' and keep that information available to the public for at least a
5-year period from the date of adequate public disclosure.

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19.12.2018 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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 Language:    English
 Company:     KWS SAAT SE
              Grimsehlstraße 31
              37555 Einbeck
              Germany
 Internet:    www.kws.de



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