EQS-CMS: Nagarro SE: Disclosure pursuant to Article 2 para. 1 of the Commission Delegated Regulation (EU) No 2016/1052 supplementing Regulation (EU) No 596/2014 (MAR) / Purchase of Treasury Shares
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EQS Post-admission Duties announcement: Nagarro SE
/ Share Buyback
The share buyback announced by Nagarro SE by way of the ad hoc notification of November 14, 2025, will be conducted starting on November 24, 2025. Over a time period until at the latest February 28, 2026, up to 450,000 treasury shares of the Company shall be repurchased, corresponding to a portion of approximately 3.48% of the nominal share capital of the Company of EUR 12,922,297.00. The share buyback is subject to an overall purchase volume limit of EUR 20 million (excluding ancillary costs of purchase). The share buyback shall be carried out exclusively via the stock exchange in electronic trading through the Frankfurt Stock Exchange (Xetra). The acquired shares may be used for all purposes covered by the authorization granted by the general meeting of June 30, 2025. The share buyback will be conducted considering the Safe-Harbour-Rules of Article 5 of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 (Market Abuse Regulation), in conjunction with the Delegated Regulation (EU) 2016/1052 of the Commission of 8 March 2016 (Del.-Reg.). The share buyback will be carried out by a credit institute. The credit institute will decide independently of the Company when to repurchase the shares and on each occasion how many shares to acquire, without the Company having any influence over these decisions (Art. 4 para. 2 lit. b) Del.-Reg.). The Company’s right to early termination of the mandate for the credit institute and/or to transfer the mandate to another or several other credit institutes shall remain unaffected. The share buyback program may be suspended and resumed at any time in compliance with all applicable statutory provisions. Pursuant to the authorization granted by the general meeting of June 30, 2025, the purchase price per share paid by the Company (excluding ancillary acquisition costs) may not exceed the price of a share of the Company determined by the opening auction on the relevant trading day in Xetra trading (or a comparable successor system) by more than 10% or fall short of this price by more than 20%. In addition, the conducting credit institute has undertaken vis-à-vis the Company, amongst others, to observe all trading conditions pursuant to Art. 3 Del.-Reg. Amongst others, pursuant to Art. 3 para. 2 Del.-Reg., no purchase price may be paid which exceeds the purchase price of the last independent trade or the highest independent bid placed at the time of the purchase on the stock exchange on which the purchase is carried out, whichever value is the highest. Further, pursuant to Art. 3 para. 3 Del.-Reg., no more than 25% of the average daily volume of shares on the stock exchange on which the purchase is carried out may be acquired. Information on the transactions relating to the share buyback will be adequately publicly disclosed pursuant to the requirements of Art. 2 para. 3 sent. 1 in conjunction with para. 2 Del.-Reg. no later than on the seventh trading day after their execution. Furthermore, Nagarro SE will publish the transactions disclosed on its website www.nagarro.com in the Investor Relations section and ensure that the information will be publicly accessible for a period of at least five years from the day of adequate disclosure (Art. 2 para. 3 sent. 2 Del.-Reg.). The share buyback may be carried out in various tranches with different volumes, in each case taking into account the maximum number of treasury shares to be purchased. The Management Board of the Company will decide on the start and the end of respective tranches at its own discretion in accordance with legal requirements. The start of the implementation of individual tranches will be duly announced in accordance with the legal requirements in each case before their start. Munich, November 21, 2025 The Management Board
21.11.2025 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | Nagarro SE |
| Baierbrunner Straße 15 | |
| 81379 München | |
| Germany | |
| Internet: | www.nagarro.com |
| End of News | EQS News Service |
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2234284 21.11.2025 CET/CEST
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