Further to its announcement on 28 July 2026 regarding the launch of a pro-rata tender buyback of up to €400 million by way of a time-limited invitation to submit share sale offers (the “New Share Buyback”), the Board of Directors of Pepco Group N.V. (the “Board” and the “Company”, respectively) hereby announces the results of the New Share Buyback following the close of the sale offer acceptance period on 12 August 2026.
The New Share Buyback was conducted at a fixed purchase price of PLN 47.52 per share, with the results set out below:
1. The final number of the Company’s shares to be acquired has been determined at 36,462,201 shares.
2. The total consideration (excluding brokerage fees) allocated by the Company to the acquisition of the Company’s shares amounted to EUR 400,000,000.00, corresponding to PLN 1,732,683,800.00, calculated at the average EUR/PLN exchange rate of approximately 4.3317 determined on a market-standard basis.
3. As the Company received a sufficient number of share sale offers to execute substantially the entire amount allocated to the acquisition of shares, i.e. EUR 400,000,000, a proportional reduction of the submitted offers was required, in accordance with the rules set out in the Invitation to Submit Share Sale Offers. The Company received sale offers from shareholders covering a total of 442,604,895 shares in the Company. Accordingly, the average reduction rate of the offers submitted by shareholders was 91.76%.
4. IBEX Retail Investments Limited (“IBEX”), the Company’s majority shareholder, tendered approximately 360 million ordinary shares. Following the pro-rata allocation, 29,553,005 ordinary shares held by IBEX were accepted under the New Share Buyback. Following completion of the New Share Buyback, IBEX’s percentage holding in the Company’s shares outstanding (excluding treasury shares) will stand at 66.1% (and 58.3% of the Company’s total shares in issue).
5. The Purchased Shares are intended to be cancelled following their redemption, and the Company’s share capital will be reduced accordingly (other than those shares that may, to the extent applicable, be used for the future settlement of vesting awards under the Company’s share incentive plans).
The settlement of the acquisition of shares from the shareholders whose offers were accepted will take place on 17 August 2026.
The Board welcomes the strong participation in the Share Buyback and the continued support of IBEX Retail Investments Limited, the Company’s majority shareholder. The €400 million capital return reflects the Company’s disciplined capital allocation framework, while the resulting reduction in the share count delivers value accretion for all shareholders. This level of engagement reflects the growing recognition of the rapid progress of the Company’s multi-year transformation programme.