Transaction in Own Shares • Feb 7, 2018
Transaction in Own Shares
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Subject: Acquisition of treasury shares
RB 05/2018
The management board of Pfleiderer Group S.A. (the "Company") announcesthat today the Company purchased 2,150,883 (two million, one hundred andfifty thousand, eight hundred and eighty-three) dematerialised ordinarybearer shares issued by the Company with a nominal value of PLN 0.33each (the "Purchased Shares").
The purchase of the Purchased Shares was concluded based on aninvitation to submit offers for the sale of the shares in the Companyannounced by the Company on 18 January 2018 (current report No. 02/2018of 18 January 2018).
The price for the Purchased Shares is uniform and amounts to PLN 37.50(thirty-seven zlotys and 50/100) per one share, whereas the total pricefor the Purchased Shares amounts to PLN 80,658,112.50 (eighty million,six hundred and fifty-eight thousand, one hundred and twelve zlotys and50/100).
The total nominal value of the Purchased Shares is PLN 709,791.39 (sevenhundred and nine thousand, seven hundred and ninety-one zlotys and39/100), representing approximately 3.32% of the Company's sharecapital. The Purchased Shares entitle the holder thereof to 2,150,883votes at the general meeting of the Company, which representsapproximately 3.32% of the overall number of votes in the Company,provided that, in accordance with Article 364 § 2 of the CommercialCompanies Code, the Company does not exercise the voting rights attachedto the treasury shares.
The Purchased Shares were purchased pursuant to Article 362 § 1(8) ofthe Commercial Companies Code in connection with the implementation of atreasury share repurchase programme approved under resolution No. 9 ofthe Company's annual general meeting of the shareholders dated 21 June2017 on the approval of a treasury share repurchase programme and theestablishment of a capital reserve for the purpose of such programme(current report No. 33/2017 of 21 June 2017).
The Purchased Shares may be: (i) offered to eligible individualsauthorised to purchase the shares under an incentive programme in theCompany; (ii) redeemed; or (iii) otherwise disposed of by the managementboard with a view to the needs resulting from the Company's business.
Apart from the Purchased Shares, the Company holds 3,235,050 treasuryshares in the Company, representing approximately 5% of the Company'sshare capital.
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This report was made pursuant to Article 56(1)(2) of the Act of 29 July2005 on public offering, the conditions governing the introduction offinancial instruments to organised trading, and public companies(consolidated text: Journal of Laws of 2016, item 1639, as amended) and§5(1)(6) of the Regulation of the Minister of Finance of 19 February2009 on current and interim reports submitted by issuers of securitiesand the terms of considering as equivalent any information requiredunder the laws of a non-member state (Consolidated text: Journal of Lawsof 2014, item 133).
07.02.2018
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