23/2019 – Disclosing confidential information concerning the Company entering into a shareholder’s agreement under art. 87 para. 1 pt. 5 of the Act on Public Offer

23/2019

The Management Board of Boryszew S.A. (“The Company) acting under art. 17 para. 1 of the MAR Regulation, hereby announces to the public confidential information regarding the conclusion on May 16th, 2019 of an agreement of the Impexmetal S.A.’s shareholders with Impexmetal S.A, with its registered seat in Warsaw and SPV Boryszew 3 Sp. z o.o. with its registered seat in Warsaw (“SPV Boryszew 3”) (“the Parties”) under art. 87 para. 1 pt. 5 of the act dated July 29th, 2005 on public offer and the conditions for introducing financial instruments into an organized trading system and public limited companies (“Agreement”).

The Agreement concerns among others the determination of the rights and obligations of the Parties in the scope of possessing the Company’s shares and the determination of the rules for the cooperation of the Parties, including in particular the rules concerning the purchasing of the Impexmetal S.A.’s shares and consistent voting by the Company and SPV Boryszew 3 during the Impexmetal S.A.’s general assemblies.

Pursuant to the provisions of the Agreement, the Parties undertook to cooperate in order to announce a call to subscribe for the issuance of all the Impexmetal’s shares other than the shares possessed by the Parties. In the case of a failure to reach, as part of the call announced in accordance with the previous sentence, a total of 90% of the general number of votes during the general assembly of the Impexmetal, the Parties shall consider announcing a call to subscribe for the issuance of all the Impexmetal’s shares in accordance with art. 91 para. 6 of the act on public offer and the conditions for introducing financial instruments into an organized trading system and public limited companies. In case a total of at least 90% of the general number of votes is obtained as a result of the above-mentioned calls during the general assembly of the Company, the Parties shall conduct a compulsory redemption of the Impexmetal’s shares possessed by the remaining shareholders of Impexmetal.

The Agreement was concluded for a specified period, until the dematerialization of the Company’s shares is lifted.

The legal basis: Art. 17 para. 1 MAR – confidential information

Signatures:
Piotr Lisiecki – President of the Management Board

Translation from the original Polish version.
In the event of differences resulting from the translation, reference should be made to the official Polish version.