ESPI Report 13/2020: Adopting a resolution on the initiating the share buyback programme by the Management Board of Sescom

The Management Board of Sescom SA (“the Company”, “the Issuer”) informs that on 8 May 2020 the Issuer adopted the resolution of the initiating the share buyback programme (“Share Buyback Programme”) exercising the right arising from the content of Resolution No. 22 of 16 March 2020 of the Ordinary General Shareholders Meeting of Sescom which empowers the Management Board to acquire own shares of Sescom in accordance with Article 362 § 1 subparagraph 2,5 and 8 Commercial Companies Code.

The Share Buyback Programme will be implemented in compliance with existing legislation: the Law of 15 September, 2000 Commercial Companies Code, the Trading in Financial Instruments Act of 29 July 2005, Regulation No 596/2014 of the European Parliament and of the Council on the market abuse (“MAR Regulation”) including its implementing acts, the principles determined in the Resolution No. 22 of 16 March 2020 of the Ordinary General Shareholders Meeting and the conditions authorised by this resolution of the Management Board.

  1. It is allowed to purchase the bearer shares, fully paid, dematerialised with ISIN number: PLSESCM00013, which are traded on the regulated market operated by the Warsaw Stock Exchange (“WSE”).
  2. The Issuer intends to acquire not more than 20,000 (say: twenty thousand) shares with their nominal price of PLN 20.000 (say: twenty thousand), which account for 0,95% in the share capital of the Issuer and entitle to 20.000 of votes at the General Shareholders Meeting of Sescom.
  3. The shares will be purchased at the market price, but no less than PLN 17,90 (say: seventeen 90/100) and no more than PLN 26,80 (twenty-six 80/100) for one share.
  4. To acquire the mentioned shares, the sum of PLN 600.000 (say: sixty thousand) is allotted, including acquisition cost of the shares, according to the Resolution No. 23 of 16 March 2020 of the Ordinary General Shareholders Meeting.
  5. The Share Buyback Programme will be carried out until 30 September 2020 or until the earmarked funds run out, or until the Company buy the maximum limit of shares.
  6. The shares will be purchased during the trading session of WSE using the investment account of the Company.
  7. The Issuer will not purchase the shares at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the WSE trading venue.
  8. The Company will not purchase on any trading day more than 25% of the average daily volume of Sescom shares on the WSE trading venue, which shall be based on the average daily volume traded during the 20 trading days preceding the date of purchase.
  9. The Issuer will not purchase the shares during the closed period referred to in Article 19(11) of MAR Regulation.
  10. The shares will be purchased in order to implement an incentive programme for key managers of Sescom SA and its subsidiaries. The incentive programme will consist in allocating or reselling equity options on Sescom shares.
  11. The Issuer will provide updated information on volume of purchased shares to the public by ESPI reports.
  12. The Company may terminate the Share Buyback Programme before the date mentioned in point 5 or before earmarked funds mentioned in point 4 run out.

In case of terminating the Share Buyback Programme before 30.09.2020, the Management Board of Sescom provide such information to the public by ESPI report.

The Share Buyback Programme begins 08.05.2020.

The number of own shares purchased by the Company at the date of publication of this report is 50.000 shares, which account for 2,38% in the share capital and entitle to 1,75% of votes at the General Shareholders Meeting of Sescom.

Legal Basis: Article 17(1) MAR – confidential information

Signatures of the Company’s representatives:

Sławomir Halbryt – President of the Management Board