WESTWING
Non-binding convenience translation
Report of the Management Board on the use of the authorisation granted by the Annual General Meeting on 17 June 2025 to acquire treasury shares and to use them with the exclusion of shareholders' subscription rights
The Management Board submits the following report in accordance with Section 71 para. 1 no. 8, para. 3 sentence 1 German Stock Corporation Act (AktG) regarding the acquisition and use of treasury shares:
Based on the resolution of the Annual General Meeting on 17 June 2025, the Management Board is authorised, with the approval of the Supervisory Board, to acquire treasury shares until 16 June 2030 up to a total of 10% of the company's share capital existing at the time of the resolution or
- if this value is lower - at the time the authorisation is exercised. The Management Board is also
authorised to use the treasury shares acquired by the company on the basis of the above authorisation as well as treasury shares already held by the company, in addition to a sale via the stock exchange or by means of an offer to all shareholders, among other things to service options, virtual option rights or commitments in connection with the employment relationship, excluding subscription rights. Persons who are or were in an employment relationship with the company or one of its affiliated companies, as well as members of the company's executive bodies or of companies affiliated with the company or their investment vehicles or holders of purchase rights are entitled to subscribe. Shareholders' subscription rights were excluded in this respect by the Annual General Meeting.
In the financial year 2025 and based on this authorisation, the company acquired no treasury shares, while in the financial year 2026 up to including the date of the convening of the AGM, the company acquired 251,820treasury shares.
After the authorisation was granted on the basis of the resolution of the Annual General Meeting on 17 June 2025, the company distributed no treasury shares to (former) employees of the company neither in 2025, nor in 2026 up to including the date of the convening of the AGM.
Pursuant to the authorisation of 17 June 2025, 1,253,968 treasury shares were cancelled by a resolution of the Management Board dated 5 February 2026, with the approval of the Supervisory Board on the same day and the company's share capital was reduced by EUR 1,253,968.00 to EUR 19,650,000.00 with immediate effect.
Based on the above considerations, the exclusion of shareholders' subscription rights in the sale of treasury shares, which was carried out in accordance with the provisions of the authorisation of the Annual General Meeting on 17 June 2025, was objectively justified overall.
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