Correction of report no. 1/2023
Legal basis: Art. 17(1) MAR – confidential information.
The Management Board of Przedsiębiorstwo Przemysłu Spożywczego "PEPEES" S.A. ("the Company"), hereby provides a revision of report No. 1/2023 of 17 January 2023. The revision is justified by that Report No. 1/2023 mistakenly indicated the incorrect dates on which the buyback of the Company's treasury shares would be conducted and the incorrect date of the projected date on which the transaction was to executed and settled. Incorrect contents:
"2. Tenders to sell shares may be submitted between 17 January 2023 and 24 January 2023. The projected date on which the transaction is to be executed and settled is 27 January 2023." Correct contents:
"2. Tenders to sell shares may be submitted between 19 January 2023 and 27 January 2023. The projected date on which the transaction is to be executed and settled is 1 February 2023."
The other information indicated in the 1/2023 report is correct. Below the Company provides the consolidated text of the 1/2023 report: Management Board of Przedsiębiorstwo Przemysłu Spożywczego "PEPEES" S.A. (the "Company"), acting pursuant to Article 17(4) of Regulation _EU_ No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the "MAR Regulation"), makes public confidential information whose communication to the public was delayed by the Company on 16 January 2023. Contents of the confidential information disclosed with delay: The Management Board of Przedsiębiorstwo Przemysłu Spożywczego "PEPEES" S.A. (the "Company"), in relation to the share buyback programme announced in current report No. 15/2022 of 29 June 2022 coming to an end, states that it has decided to conduct the share buyback pursuant to an invitation to tender to sell shares (the "Invitation"). The buyback of treasury shares pursuant to the Invitation will be conducted under the power of attorney granted by the Annual General Meeting of the Company by Resolution 28 of 14 April 2022. The Invitation will be related to the acquisition of no more than 1,000,000 ordinary shares of the Company coded PLPEPES00018, representing in total no more than 1.05% of the Company's share capital and the total number of votes at the Company's General Meeting (the "Shares").The purchase price of such treasury shares will be equivalent to as much as PLN 1.65 per each Share. The Invitation will be addressed to all the Company shareholders. The invitation will be posted on the Company website at: http://www.pepees.pl/skup-akcji-wlasnych, to be exact in the investor relations tab, and on the website of the investment firm which acts as the liaison in the process of buyback. The Company will be entitled to withdraw from the Invitation both prior to and post the commencement of the acceptance of tenders to sell. The Invitation will include the detailed terms and conditions and information on mode of procedure during the buyback. The Invitation will not constitute a call to tender for the sale or exchange of shares within the meaning of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005." Said information was published with delay as its immediate communication could have been detrimental to the legitimate interests of the Company. Enough said, this information pertains to the decision made by the Management Board as regards the announcement of the buyback programme for treasury shares, which – pursuant to the internal regulations in force at the Company (i.e. Section 4 of Resolution 28 of the Annual General Meeting of 14 April 2022) – necessitated the approval of the Supervisory Board for it to be effective. Meanwhile, the approval by the Supervisory Board was a condition on which to execute the agreement with the investment firm acting as the liaison in the purchase.
Pursuant to the third paragraph of Article 17(4) of the MAR Regulation, the Issuer is to notify the Polish Financial Supervision Authority on publishing the said report on the delayed disclosure of confidential information, and provide an explanation while at it. Simultaneously, the Management Board points out that:
1. the buyback was approved by the Supervisory Board by way of resolution passed on 17 January 2023,
2. Tenders to sell shares may be submitted between 19 January 2023 and 27 January 2023. The projected date on which the transaction is to be executed and settled is 1 February 2023.
3. The buyback will be conducted through the agency of Dom Maklerski Banku Ochrony Środowiska S.A.
4. The invitation is enclosed as an annex hereto and posted on the Company website http://www.pepees.pl/skup-akcji-wlasnych investor relations tab and on the website of Dom Maklerski Banku Ochrony Środowiska S.A: https://bossa.pl/oferta/rynek-pierwotny/skup-akcji.
SIGNATURES OF INDIVIDUALS REPRESENTING THE COMPANY
Date Full name Position/Function Signature
2023/01/17 Wojciech Faszczewski President of the Management Board
2023/01/17 Tomasz Rogala Member of the Management Board