GEA Group AG

Transaction in Own Shares • Mar 1, 2017

News Details

Other Capital Market Information | 1 March 2017 17:31

GEA Group Aktiengesellschaft: Release of a capital market information

GEA Group Aktiengesellschaft / Aktienrückkaufprogramm

01.03.2017 / 17:31
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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GEA Group Aktiengesellschaft: Information on the share buyback program

Disclosure pursuant to Art. 5 para. 1(a) of Regulation (EU) No. 596/2014,
Art. 2 para. 1 of Delegate Regulation (EU) 2016/1052

The repurchase of own shares decided by the Executive Board of GEA Group
Aktiengesellschaft with the consent of the Supervisory Board on February 6,
2017, will commence on March 8, 2017. During a period not exceeding
February 28, 2018, the Company intends to repurchase own shares in the
aggregate amount of up to EUR 450m (excluding ancillary acquisition costs),
with the shares representing a maximum of 10% of the nominal capital. The
maximum number of shares to be acquired may be ascertained by dividing the
above maximum possible aggregate purchase price of EUR 450m by the simple
arithmetic average of the volume-weighted average price in electronic
trading (XETRA) quoted on the Frankfurt Stock Exchange on each trading day
during the buyback period. Based on the XETRA closing price on February 28,
2017, this would be equivalent to a maximum number of 12,248,230 shares.

GEA Group Aktiengesellschaft intends to repurchase its own shares for the
purpose of cancellation. Thus, the sole purpose of the share buyback
program is to reduce the share capital of GEA Group Aktiengesellschaft as
defined under Art. 5 para. 2(a) of Regulation (EU) No. 596/2014.

The repurchase of own shares will comprise two tranches. The buyback period
of the first tranche comprising a total volume (excluding ancillary
acquisition costs) of no more than EUR 225m will begin on March 8, 2017,
and end at the earliest on June 7, 2017, while it must end at the latest on
August 31, 2017, with non-trading days between April 14 to 20, 2017, a
period during which no own shares will be purchased. The second tranche
will include a volume equivalent to the difference between EUR 450m and the
aggregate purchase price paid for shares repurchased under the first
tranche, i.e. it will total between EUR 225m and EUR 450m. The second
tranche shall immediately follow the first tranche, i.e., share buyback
under the second tranche will start no later than September 1, 2017, and
continue until February 28, 2018.

GEA Group Aktiengesellschaft has instructed a bank to execute each
individual tranche under the share buyback program; such bank will make its
decisions in relation to the timing of the share purchases independently
of, and without influence by the Company. The right of GEA Group
Aktiengesellschaft to prematurely terminate the mandate granted to the
respective bank in accordance with the applicable legal requirements, to
stop further buybacks and avail itself of the services of another bank will
remain unaffected.

Each of the respective banks undertook to carry out the share buyback
exclusively via the stock exchange and in accordance with the authorization
granted by the shareholders at the Annual General Meeting of GEA Group
Aktiengesellschaft held on April 16, 2015, the Executive Board resolution
passed on February 6, 2017, as well as the requirements laid down in
Regulation (EU) No. 596/2014 and Delegate Regulation (EU) 2016/1052. Inter
alia, the purchase price per repurchased share must not exceed the
arithmetic mean of the share prices (closing auction prices of shares in
GEA Group Aktiengesellschaft on the XETRA trading platform or a comparable
successor system replacing the XETRA trading system on the Frankfurt Stock
Exchange) over the three trading days preceding the day of acquisition by
more than 10% or fall below said price by more than 20% (in each case,
excluding ancillary acquisition costs). Moreover, the respective banks
agreed to comply with the conditions for trading set forth in Art. 3 of
Delegate Regulation (EU) 2016/1052.

Information on the transactions relating to the buyback program shall be
disclosed no later than by the end of the seventh daily market session
following the respective date of execution in line with the requirements
under Art. 5 para. 1(b), para. 3 of Regulation (EU) No. 596/2014, Art. 2
para. 3 sentence 1 in conjunction with para. 2 of Delegate Regulation (EU)
2016/1052.

Moreover, in accordance with Art. 2 para. 3 sentence 2 of Delegate
Regulation (EU) 2016/1052, GEA Group Aktiengesellschaft will post on its
website at http://www.gea.com/en/investor-relations/share-information/
share-buyback/index.jsp the transactions disclosed and keep that
information available to the public for at least a five-year period from
the date of adequate public disclosure.

Düsseldorf, March 1, 2017
GEA Group Aktiengesellschaft

The Executive Board

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 Language:    English
 Company:     GEA Group Aktiengesellschaft
              Peter-Müller-Straße 12
              40468 Düsseldorf
              Germany
 Internet:    www.gea.com



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