EQS-CMS: Nemetschek SE: Release of a capital market information

Disclosure pursuant to Article 5 para. 1 lit. a) of Regulation (EU) No 596/2014 and Article 2 para. 1 of Commission Delegated Regulation (EU) 2016/1052

Munich, February 5, 2025 – On January 31, 2025, the Executive Board of Nemetschek SE (ISIN: DE 0006452907) (“Company“), with the approval of the Supervisory Board, has resolved to launch a share buyback program with a volume of up to a total amount of EUR 11.1 million (excluding acquisition costs) (“Share Buyback Program 2025“).

The Share Buyback Program 2025 will be carried out in accordance with the authorization granted by the annual general meeting of the Company of May 23, 2024. Pursuant to this authorization, the Company is authorized, with the approval of the Supervisory Board, to purchase treasury shares of the Company for any legally permissible purpose via the stock exchange or by means of a public purchase offer or by means of a public invitation to shareholders to submit offers for sale until May 22, 2029. The authorization further provides that in the event of an acquisition of shares in the Company via the stock exchange, the purchase price per share (excluding acquisition costs) may not exceed or fall below the arithmetic mean of the closing auction prices of shares in the Company in the Xetra trading system of the Frankfurt Stock Exchange on the last three days of trading prior to the obligation to purchase by more than 10% and less than 20% respectively.

Within the Share Buyback Program 2025, during the period from February 5, 2025, until December 31, 2025, an amount of up to 92,600 treasury shares of the Company may be repurchased. As the highest possible total purchase price for the acquisition of the shares (excluding acquisition costs), the Executive Board has allocated, with the approval of the Supervisory Board, an amount of EUR 11,1 million. The treasury shares will be exclusively repurchased via the stock exchange.

The treasury shares of the Company, which have been acquired accordingly, may be used under the authorization of the annual general meeting of the Company of May 23, 2024, to meet the Company’s obligations resulting from management and employee participation schemes, share matching plans, performance share programs, stock appreciation rights or other virtual share or share option programs.

The Company will carry out the share buyback in accordance with Art. 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse and the provisions of the Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016 as well as on the basis of the aforementioned authorization of the Company's annual general meeting of May 23, 2024. The Company has also obliged the credit institution in charge of the share buyback accordingly.

The shares of the Company shall be repurchased at market prices in accordance with the trading conditions pursuant to Art. 3 of the Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. In particular, shares may not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out, including when the shares are traded on different trading venues. Furthermore, in accordance with Art. 3 para. 3 of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016, not more than 25% of the average daily volume of the shares on the trading venue on which the purchase is carried out. The average daily share turnover is calculated on the basis of the average daily trading volume during the 20 trading days prior to the respective purchase date.

The share buyback will be carried out by a credit institution which will make its decisions concerning the timing of the acquisitions of the shares during the aforementioned period independently of, and without influence by the Company in accordance with Art. 4 para. 2 lit. b) of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. This also applies if shares in the Company are to be repurchased during a Closed Period within the meaning of Article 19 para. 11 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on Market Abuse, or during a period in which the Company has decided to postpone the disclosure of inside information pursuant to Article 17 para.4 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on Market Abuse. The Company will not influence the decisions of the credit institution in this regard.

The Share Buyback Program 2025 may be suspended, interrupted and also resumed at any time where necessary and permitted under the law.

Information on transactions relating to the Share Buyback Program 2025 will be adequately disclosed no later than by the end of the seventh trading day following the date of execution of such transactions in an aggregated form.

In addition, the Company will pursuant to Art. 2 para. 3 sentence 2 of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016 disclose the announced transactions on its website (www.nemetschek.com) in the sector “Investor Relations” and ensure that the information is kept available to the public for at least five years from the date of disclosure.