/ Share Buyback
Disclosure on share buyback pursuant to Art. 5 par. 1 lit. a) of Regulation (EU) No. 596/2014 and Art. 2 par. 1 of Delegated Regulation (EU) No. 2016/1052
Göppingen - 3 February 2022 - The share buyback resolved by the management board of TeamViewer AG on 2 February 2022 and announced in the ad hoc announcement dated 2 February 2022 will start today and will be completed within 2022. Under the buyback program, treasury shares of the company with a value of up to 300 million euros (excluding incidental acquisition costs) or a maximum of 20 million shares, representing nearly 10% of all shares of the company currently outstanding, shall be repurchased. The vast majority of repurchased shares will be cancelled. The remaining shares will initially be held by the company as treasury shares for later use in line with all purposes permissible under German stock corporation law. The management board is thus making use of the authorization granted by the extraordinary general meeting of TeamViewer AG on 3 September 2019 to acquire treasury shares in accordance with section 71 para. 1 no. 8 of the German Stock Corporation Act (AktG), which allows the acquisition of a maximum of 10% of the share capital until 2. September 2024.
The buyback will be carried out under the guidance of a bank mandated by TeamViewer AG in accordance with Article 4 para. 2 lit. b) of Delegated Regulation (EU) No. 2016/1052 (hereinafter also "DRO"), which will make its decisions on the timing of the acquisition of the shares independently of the Company. The right of TeamViewer AG to terminate and reassign the bank mandate in accordance with the legal requirements to be observed remains unaffected. The share buyback may be stopped, interrupted and continued at any time in accordance with the legal requirements to be observed.
The purchase shall be executed as favorably as possible, in a manner that preserves interests and on the electronic trading platform of the Frankfurt Stock Exchange (Xetra) and in accordance with the provisions of the resolution of the Annual General Meeting valid at the time. Accordingly, the purchase price per repurchased share (excluding incidental acquisition costs) may not be more than 10% higher or lower than the price of a share in TeamViewer AG are determined by the opening auction in Xetra trading (or a comparable successor system) on the trading day.
In addition, the bank is obliged to comply with the applicable legal requirements and, in particular, with the trading conditions pursuant to Art. 3 of the DRO, as well as with all other relevant provisions. Pursuant to Art. 3 DRO, among other things, shares in TeamViewer AG may not be purchased at a price that is higher than the price of the last independent trade or higher than the price of the last highest independent bid on the trading venue on which the purchase takes place. The higher of the two values is decisive. In addition, no more than 25% of the average daily share turnover on the stock exchange on which the respective purchase is made may be acquired on any one day. The average share turnover is derived from the average daily trading volume on the 20 trading days prior to the specific purchase date.
The transactions will be disclosed in a manner that complies with the requirements of Art. 2 para. 3 DRO no later than at the end of the seventh trading day after their execution. In addition, TeamViewer AG will publish the transactions on its website at https://ir.teamviewer.com/sharebuyback and ensure that the information remains publicly accessible for at least five years from the day of announcement.
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