Implementation of the share buyback programme by Allegro.eu to satisfy awards under employee incentive plan
Current report No. 26/2023
Title: Implementation of the share buyback programme by Allegro.eu to satisfy awards under employee incentive plan
Legal basis: Market Abuse Regulation (EU) No 596/2014 of 16 April 2014, Commission delegated regulation (EU) 2016/1052 of 8 March 2016, Luxembourg companies law dated 10 August 1915, as amended from time to time, and Luxembourg law dated 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.
The Board of Directors of Allegro.eu (the "Board") hereby informs about the resolutions it adopted on 27 November 2023 whereby the Board resolved to initiate implementation of a share buyback programme in order to meet Allegro.eu's obligations arising under its employee incentive plan (approved by the shareholders of Allegro.eu on 20 September 2020 and adopted by the Board on 7 October 2020) and to facilitate the allocation of shares to the employees of Allegro.eu and the employees of its subsidiaries in accordance with its employee incentive plan.
The Board resolved to implement share buyback programme, after taking economic, legal, and financial parameters into consideration within the Company's best interest.
The Company hereby presents the details of the Programme:
- the purpose of the share buyback: the satisfaction of awards granted under Allegro’s employee incentive plan;
- the maximum pecuniary amount allocated to the share buyback: PLN 86,900,920.00
- the maximum purchase price per share: PLN 40
- the maximum number of shares to be acquired: 2,172,523
- duration of the Programme: over a period from 1 December 2023 and until 31 May 2024.
- The Programme will be lead-managed by Santander Bank Polska S.A. - Santander Biuro Maklerskie, who will independently make trading decisions concerning the timing of the purchases of the Company's shares independently of the Company.
The following trading restrictions shall be applicable to the Programme:
- The shares will be acquired on the regulated market of the Warsaw Stock Exchange, without canceling them, in order that such shares can be reallocated to the employees of the Company and of its subsidiaries. Pursuant to article 430-15 (3) of the Luxembourg Company Law, the Company must distribute the shares for this purpose within twelve (12) months from the date of their acquisition. The orders shall not be placed during an auction phase and the orders placed before the start of the auction phase shall not be modified during that phase.
- The Company, in order to facilitate the operation of the Company's employee incentive plan, shall acquire the shares at a price higher than the higher of (i) the price of the last independent trade and (ii) the highest current independent purchase bid on the regulated market of the WSE.
- The Company shall not purchase on any trading day more than 25 % of the average daily volume of the shares on the regulated market of the WSE in accordance with article 3(3) of the Delegated Regulation.
The Company will ensure adequate public disclosure of the information on the transactions relating to the Programme no later than by the end of the seventh daily market session following the date of execution of such transactions and will also disclose a summary of the completion of the Programme.
Allegro.eu is a Luxembourg public limited liability company (société anonyme), registered office: 1, rue Hildegard von Bingen, L – 1282 Luxembourg, Grand Duchy of Luxembourg, R.C.S. Luxembourg: B214830.