Ad-hoc announcement: Board of Management resolves share buyback for employee share program

Bornheim, July 10, 2017. The Board of Management of HORNBACH Baumarkt AG, based in Bornheim/Pfalz, ISIN DE0006084403, today resolved to acquire up to 50,000 treasury stock shares pursuant to § 71 (1) No. 2 of the German Stock Corporation Act (AktG). The shares are to be acquired in preparation for the annual issue of shares to employees scheduled to take place at the end of 2017. The buyback thus meets the objective of an employee share scheme as defined in Article 5 (2) c) of Regulation (EU) No. 596/2014 of the European Parliament and Council dated April 14, 2014.

The buyback of shares on the basis of this management board resolution will be executed in accordance with the safe harbor regulations set out in Article 5 of Regulation (EU) No. 596/2014 of the European Parliament and Council dated April 14, 2014 and with the delegated Regulation (EU) 2016/1052 of the Commission dated March 8, 2016.

The buyback of shares will begin on August 1, 2017 and will run for a limited period expiring at the end of the 2017/2018 financial year (balance sheet date: February 28, 2018). The purchase price to be paid by the company per share (excluding acquisition costs) may not exceed or fall short of the stock market price by more than 10%. The stock market price referred to corresponds to the average of the closing prices in Xetra trading at the Frankfurt Stock Exchange on the five trading days immediately preceding the respective acquisition. Moreover, the shares will not be acquired at a price in excess of that determined pursuant to Article 3 (2) of the delegated Regulation (EU) 2016/1052 of the Commission dated March 8, 2016. Buyback orders will only be submitted during continuous trading and not within auction phases. Orders in place at the beginning of an auction phase will not be amended during such phase. The maximum total purchase price for which shares are to be acquired by HORNBACH Baumarkt AG amounts to Euro 1,700,000.00.

The buyback of shares will be executed in such a way as to protect the interests of the market and will be managed by a bank that determines the timing of the treasury stock purchases at its own discretion and without influence from the company.

In respect of the volume of shares to be acquired per day, it will not be permitted to acquire more than 25% of the respective average daily trading volume in Xetra trading at the Frankfurt Stock Exchange. The average daily trading volume of the respective trading segment is derived by reference to average daily trading volumes on the 20 trading days preceding the respective acquisition.

The transactions thereby executed will be published via a pan-European information dissemination system and by electronic communication to media which the general public can reasonably rely on to ensure effective dissemination of the information. Furthermore, the relevant notifications will be published on the internet in the Investor Relations/Shares/Share Buyback section of the company’s homepage at www.hornbach-holding.com and also forwarded to the Companies Register for storage.

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