The Management Board of the company under the name Venture Inc Spółka Akcyjna with its registered office in Wrocław (“Company”, “Issuer”) hereby announces that, acting pursuant to Resolution No. 17/07/2020 of the Ordinary General Meeting of Venture Inc S.A. of 27 July 2020, authorizing the Management Board to acquire the Company’s own shares pursuant to Art. 362 § 1 point 8 of the Act of September 15, 2000 – Code of Commercial Companies (“CCC”), adopted on July 28, 2020 a resolution on the adoption and implementation of the Venture Inc S.A. share buyback program. (“Purchase Program”).
The Purchase Program will be implemented in accordance with generally applicable regulations, in particular with: (i) the Commercial Companies Code, (ii) the Act of July 29, 2005 on trading in financial instruments, (iii) Regulation (EU) No. 596 of the European Parliament and of the Council / 2014 of April 16, 2014 on market abuse (“MAR”) along with implementing acts to this regulation, as well as (iv) the rules and procedure set out in Resolution No. 17/07/2020 of the Ordinary General Meeting of Venture Inc SA of July 27, 2020 and (v) on the terms established by the resolution of the Issuer’s Management Board.
In accordance with the content of the Management Board Resolution:
1. The subject of the Purchase Program are the shares of Venture Inc S.A. bearer, fully covered, dematerialized, admitted to trading on the regulated market operated by the Warsaw Stock Exchange S.A. and marked with the ISIN code: PLVNTIN0001.
2. The Company’s own shares under the Buy-back Program shall be purchased for the purpose of their redemption or – if it is justified in the interest of the Company – to be distributed by the Management Board of the Company in a different, legally permissible manner.
3. The maximum number of persons purchased by the Company pursuant to Art. 362 § 1 point 8 of the Commercial Companies Code, own shares may not exceed the number of 750,000 (say: seven hundred and fifty thousand) own shares with a nominal value of PLN 0.10 (say: ten groszy) each.
4. The shares will be purchased at the market price, but not less than PLN 0.10 (say: ten groszy) per share and not higher than PLN 3.00 (say: three zlotys).
5. The total price of own shares, increased by the costs of their purchase, shall not exceed the amount of the reserve capital created for this purpose, in accordance with the resolution no. 18/07/2020 of the Ordinary General Meeting of Shareholders of the Company of 27 July 2020, i.e. the amount of PLN 1,570,000. (in words: one million five hundred and seventy thousand zlotys).
6. The Company will purchase its own shares until July 27, 2025, but not longer than until the funds allocated for their purchase are exhausted or until the maximum number of own shares is acquired, ie 1,500,000 shares. The Company may withdraw from the Purchase Program at any stage.
7. The Company’s shares will be purchased through Trigon Dom Maklerski S.A. based in Krakow.
8. The acquisition of shares under the Buy-back Program may take place, at the discretion of the Management Board of the Company, by:
i. placing broker’s orders;
ii. concluding block trades;
iii. concluding transactions outside organized trading.
9. The price for which the Issuer will purchase its own shares may not be higher than the price of the last independent transaction or – if it is higher – the highest current independent purchase offer in the trading system of the Warsaw Stock Exchange S.A.
10. The Company will be able to acquire daily no more than 25% of the relevant, average, daily volume of trading in the Issuer’s shares on the Warsaw Stock Exchange S.A. during the 20 trading days preceding each acquisition date.
11. The Management Board of the Issuer may resign or terminate the acquisition of own shares before the deadline or before the amount referred to in item 5 is reached.
12. The commencement of the Purchase Program shall enter into force on July 28, 2020.
The number of the Company’s own shares held by the Issuer as at the date of publication of the report is 0 and constitutes 0% of the share capital and 0% of the total number of votes.
The appendix to this current report is the regulations of the Purchase Program adopted by the Issuer’s Management Board.
Legal basis: Art. 17 sec. 1 of MAR – confidential information.