3/2019 – Disclosure of confidential information regarding the conclusion by the Company of a shareholder agreement within the meaning of art. 87 par. 1 point 5 of the Act on Public Offering

3/2019

The Management Board of Boryszew S.A. (“Company”) acting on the basis of art. 17 sec. 1 of the MAR Regulation, herewith publishes confidential information on the conclusion of Mr. Roman Karkosik, Ms. Grażyna Karkosik, the company Impexmetal S.A. with headquarters in Warsaw and Eastside-Bis Sp. z o.o. with its registered office in Warsaw (the “Parties”) of the share agreement of the company Alchemia S.A. (“Alchemy”) within the meaning of art. 87 par. 1 point 5 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (the “Understanding”). The agreement concerns, inter alia, defining the rights and obligations of the Parties with respect to the possession of Alchemia shares and defining the rules for cooperation of the Parties, including in particular the rules regarding the acquisition of Alchemia shares and the voting at Alchemia.
Pursuant to the provisions of the Agreement, the Parties undertook to jointly act to announce a tender offer to subscribe for sale of all Alchemia shares other than shares held by the Parties. In the case of failure to achieve, in the framework of the summons announced in accordance with the previous sentence, a total of 90% of the total number of votes at the general meeting of Alchemia, the Parties will consider a tender offer to subscribe for sale of all Alchemia shares pursuant to art. 91 par. 6 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies. If, as a result of the aforementioned calls, a total of at least 90% of the total number of votes is reached at the General Meeting of Alchemia, the Parties will conduct a compulsory buyout of Alchemia shares held by the other shareholders of Alchemia.
The agreement was concluded for a definite period of time until the dematerialization of the Alchemia campaign was abolished.

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.