Henkel AG & Co. KGaA

Transaction in Own Shares • Mar 5, 2018

News Details

Other Capital Market Information | 5 March 2018 13:43

Henkel AG & Co. KGaA: Release of a capital market information

Henkel AG & Co. KGaA / Announcement pursuant to Article 5 (1a) of Regulation
(EU) No. 596/2014 and Article 2 (1) of Commission Delegated Regulation (EU)
2016/1052

05.03.2018 / 13:43
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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Henkel AG & Co. KGaA
Düsseldorf/Germany

SEC. CODE No. 604840 / ISIN: DE0006048408
SEC. CODE No. 604843 / ISIN: DE0006048432

Announcement pursuant to Article 5 (1a) of Regulation (EU)
No. 596/2014 and
Article 2 (1) of Commission Delegated Regulation (EU)
2016/1052

Acquisition of treasury shares for Long-Term Incentive Plan 2020+/
Announcement

In accordance with the Long-Term Incentive Plan 2020+ ('LTI Plan
2020+')adopted by resolution of the Management Board of Henkel AG &
Co. KGaA on January 26, 2017, the executives of Henkel AG & Co. KGaA
and the
executives of the companies affiliated to Henkel AG & Co. KGaA
('Henkel')
shall be granted for each performance cycle entitlement to Henkel preferred
shares, ISIN DE 0006048432 ('preferred shares'), subject to the
fulfillment of their respective plan conditions.

The preferred shares required for this purpose are firstly to be acquired
by Henkel through the stock exchange in accordance with Section 71
(1) No. 2 of the German Stock Corporation Act [AktG]. This share
buyback shall be solely for the purpose of allocating preferred shares to
Henkel executives who are entitled to participate in the Performance Cycle
2017-2020 in accordance with the respective conditions of the LTI Plan
2020+, thus fulfilling obligations arising from an employee share purchase
program or other forms of allocation of shares to employees or members of
the administrative, management or supervisory bodies (share buyback
pursuant to Section 71 (1) No. 2 AktG, Art. 5 (2c)
Regulation
(EU) No. 596/2014).

Therefore, preferred shares with a value, excluding incidental acquisition
costs, of up to EUR 33,376,417.92 ('investment amount') are to be
bought back in the period from March 6, 2018 to March 23, 2018. At a market
price of currently approx. EUR 106.80 per preferred share (XETRA
closing price of March 2, 2018), this corresponds to a total of around
312,514 preferred shares. Should the buyback be transacted at prices
different from these prices, the number of preferred shares purchased will
change accordingly (with the investment amount remaining
unchanged). However, the number of preferred shares purchased in the
course of the buyback program must not exceed 375,016 (approx. 0.21% of
preferred shares issued). Once the buyback program is completed, the
shares will be duly allotted, i.e. the preferred shares purchased will be
transferred to the executives eligible to participate; consequently,
there will be no impact on the number of preferred shares attracting a
dividend.

A bank will be commissioned to carry out the buyback transactions;
acting independently, this will make its own decisions on the time of the
acquisition of the shares within the aforementioned period, irrespective of
and uninfluenced by the Corporation. The right of Henkel AG & Co. KGaA
to prematurely terminate the bank's mandate in compliance with the relevant
legal requirements, and to commission another bank, remains unaffected. The
share buyback process may be stopped, interrupted and resumed at any time
in accordance with the relevant legal requirements.

The buyback is to be carried out at the best price and in the best interest
of the Corporation and exclusively by means of electronic trading on the
Frankfurt Stock Exchange (XETRA). The transactions shall be
executed in accordance with the Market Abuse Regulation and Articles 2 to 4
of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016
regarding supplementation of Regulation (EU) No. 596/2014 of the
European
Parliament and of the Council by technical regulatory standards governing
the conditions applicable to buyback programs and stabilization measures.
In accordance with these regulations, the purchase price (excluding
incidental acquisition costs) for the buyback of shares may not, among
other things, exceed the price of the last independently concluded
transaction or, if this is higher, that of the highest independent offer
currently being made on the stock exchange on which the respective purchase
takes place. Orders are not placed during an auction phase and orders
placed prior to the start of an auction phase are not changed during this
phase. In addition, the bank may not in total acquire more than 25% of the
average daily trading volume of shares on the stock exchange on a single
day on which the respective purchase takes place. The average daily trading
volume is calculated as the average taken over the 20 trading days prior to
the actual purchase date.

The transactions shall be disclosed in a manner consistent with the
applicable legal requirements no later than at the end of the seventh
trading day following their execution.

In addition, Henkel AG & Co. KGaA shall report regularly on the
progress of the share buyback program with posts to www.henkel.de/ir or
www.henkel.com/
ir.

Düsseldorf, March 5, 2018

Henkel AG & Co. KGaA

Management Board

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05.03.2018 The DGAP Distribution Services include Regulatory Announcements,
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 Language:    English
 Company:     Henkel AG & Co. KGaA
              Henkel Str. 67
              40191 Düsseldorf
              Germany
 Internet:    www.henkel.de



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