Further to its announcements on 28 July 2026 regarding the launch of a pro-rata tender buyback of up to €400 million (the “New Share Buyback”) and on 13 August 2026 regarding the results of the New Share Buyback, the Board of Directors of Pepco Group N.V. (the “Board” and the “Company”, respectively) confirms that settlement of the New Share Buyback completed on 17 August 2026.
On settlement, the Company acquired 36,462,201 ordinary shares, each with a nominal value of €0.01, at the fixed purchase price of PLN 47.52 per share, for a total consideration of PLN 1,732,683,792 (c. EUR 400,000,000). The acquisition was effected off-market and settled through the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.), with Erste Bank Polska S.A. – Erste Biuro Maklerskie acting as intermediary in the execution and settlement of the New Share Buyback. J.P. Morgan SE acted as Capital Markets Adviser to the Company on the New Share Buyback.
The repurchased shares are held by the Company as treasury shares and are intended to be cancelled following their redemption, with the Company’s issued share capital to 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).
Following settlement of the New Share Buyback, the Company’s share capital is as follows:
– Issued share capital: 577,451,935 ordinary shares (each with a nominal value of €0.01).
– Treasury shares held by the Company: 67,879,399 ordinary shares.
– Shares outstanding (issued share capital less treasury shares): 509,572,536 ordinary shares.
Treasury shares carry no voting rights. The total number of shares outstanding of 509,572,536 may be used by shareholders as the denominator for the purposes of determining whether they are required to notify a change in their interest in the Company. This completes the €400 million capital return announced by the Company on 28 July 2026.