Raport bieżący nr 10/2018
Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieї№ce i okresowe
The Board of Directors of ASTARTA Holding N.V., acting pursuant to the Resolution No. 8 adopted by the Annual General Meeting of the Company on 25 May 2018 (see current report No. 7/2018 dated 29 May 2018), the Board of Directors of ASTARTA Holding N.V. resolves as follows:
1. The realization of the Buyback Program will be in accordance with Commission Regulation (EC) No. 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programs and stabilization of financial instruments (the "Regulation"), the Polish laws regulations as well as with the rules set in the Resolution No. 5 of AGM of ASTARTA Holding N.V. adopted on 25 May 2018.
2. The Buyback shall be carried out by a brokerage house, Pekao Investment Banking Spółka Akcyjna, with its seat at Żwirki I Wigury 31 in Warsaw, 02 - 091, hereinafter referred to as the “Buyback Agent”.
3. The Buyback Agent shall implement and manage the Buyback Program which is authorized and valid for a period of eighteen months starting as of 25 May, 2018.
4. The Board of Directors of the Company launches the Buyback Program for the purpose of meeting obligations arising from (i) debt financial instruments exchangeable for or convertible into equity instruments and/or (ii) employee share option programs, or other allocations of shares to employees of the Company or of a group entity of the Company or for resale in the open market in accordance with Dutch law and the terms of the Company’s insider trading policy.
5. The average daily volume of shares traded at the Warsaw Stock Exchange shall be determined as the average daily volume of shares of the Company traded at the Warsaw Stock Exchange in the last 20 session days preceding the day of repurchase of own shares by the Company.
6. In case of extraordinarily low liquidity of the Company’s shares, the Company shall be authorized to exceed the threshold of 25% of the average daily volume of shares of the Company traded (say: twenty-five percent), up to 50% % of the average daily volume of shares of the Company traded (say: fifty percent), provided that the following conditions are met:
a) The Company shall notify the Polish Financial Supervision Authority in advance of its intent to exceed the threshold of 25% (say: twenty-five percent);
b) The Company shall make public that the threshold of 25 % (say: twenty-five percent) may be exceeded.
7. The Price for one Share shall not be higher than PLN 125 per one Share and the higher than the price of the last independent trade and the highest current independent bid on the WSE, within the meaning of Art. 5.1 of the Regulation. The Board of the Directors is authorised to repurchase shares in the capital of the Company up to a maximum of 2 500 000 shares (say: two millions five hundred shares).
8. The Company shall publish current reports informing the public of the progress of the Buyback Program (within the scope required by the law) or any information about changes to the terms of the Buyback Program.
|PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ|
|Data||Imię i Nazwisko||Stanowisko/Funkcja||Podpis|
|2018-07-02||Viktor Ivanchyk||Proxy||Viktor Ivanchyk|