CMS: Cliq Digital AG: Release of a capital market information

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

Düsseldorf, 27 February 2024. The Management Board and the Supervisory Board of CLIQ Digital AG ("CLIQ Digital") have decided on 20 February 2024, as announced in an ad hoc notification of the same day, to buy back shares of CLIQ Digital (ISIN: DE000A35JS40) ("CLIQ Digital Shares").

The buyback will commence on 28 February 2024 and is expected to be completed within twelve months, i.e. by the end of 27 February 2025 at the latest.

The Management Board is making use of the authorization granted by the general shareholders meeting on 14 April 2022 to buy back shares in accordance with Section 71 para. 1 no. 8 AktG. On this basis, up to 646,871 shares in the company are to be repurchased via the stock exchange at a total purchase price of up to € 13 million (excluding incidental acquisition costs).

The buyback is carried out in accordance with Articles 5, 14 and 15 of Regulation (EU) No 596/2014 of 16 April 2014 in conjunction with the provisions of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buyback programs and stabilization measures ("Regulation (EU) 2016/1052").

The shares shall be used to reduce CLIQ Digital's capital by cancellation and/or to meet CLIQ Digital's obligations arising from stock option plans.

The buyback is carried out on behalf and for the account of CLIQ Digital through the involvement of an investment bank. The investment bank makes its decisions on the timing and amount of the individual order placements for CLIQ Digital shares in accordance with Article 4 (2) (b) of Regulation (EU) 2016/1052 independently and without influence from CLIQ Digital.

The investment bank must carry out the acquisition of CLIQ Digital shares in accordance with the above-mentioned regulations and comply with the provisions of the authorization granted by the general shareholders meeting on 14 April 2022. Accordingly, CLIQ Digital is authorized until 13 April 2027 to acquire treasury shares up to a total of 10% of the share capital existing at the time the authorization becomes effective or – should this be lower – at the time the authorization is exercised. The consideration paid by CLIQ Digital per share (excluding incidental acquisition costs) may not be more than 20% below or 10% above the stock market price of the share. The arithmetic mean of the closing prices of the shares in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange on the three trading days prior to the respective cut-off date is decisive. The decisive date is the day on which the obligation to purchase the shares is entered into.

The investment bank is also obligated to comply with the trading conditions of Article 3 of Regulation (EU) 2016/1052 and the requirements contained in this share buyback program. In particular, the CLIQ Digital shares will not be purchased at a price higher than that of the last independent trade or (if higher) the highest current independent bid on the trading venue where the purchase takes place. In addition, no more than 25% of the average daily turnover of shares on the trading venue on which the purchase is made will be purchased on any trading day. 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 program can be terminated or suspended and resumed at any time during the acquisition period in compliance with legal provisions.

All transactions will be adequately disclosed in detailed and aggregated form no later than the end of the seventh trading day following the date of execution of the transactions, in accordance with the requirements of Regulation (EU) 2016/1052. CLIQ Digital will provide regular updates on the progress of the share buyback program on its website https://cliqdigital.com/investors/news-events and will ensure that the information remains publicly available for at least five years from the date of announcement.