4/2021 – Change of the Program for the purchase of own shares of Boryszew S.A

Current Report No.: 4/2021

The Management Board of Boryszew S.A. (“Company”) implementing the provisions of Resolution No. 6 of the Extraordinary General Meeting of Boryszew S.A. of January 25, 2021 on amending Resolution No. 22 of the Ordinary General Meeting of Boryszew S.A. of June 25, 2019 regarding the authorization of the Management Board of the Company to purchase own shares of Boryszew S.A., hereby publishes the content of the amended “Program for the purchase of own shares of Boryszew S.A.” At the same time, the Company emphasizes that the activities of acquiring own shares made on the basis of the current wording of Resolution No. 22 and the resolution of the Management Board of Boryszew S.A. taken in order to perform the above-mentioned Resolutions No. 22 remain in force.

“Program for the purchase of own shares of Boryszew S.A.”

1. LEGAL BASIS.

Having regard to Art. 362 § 1 item 5 of the Code of Commercial Companies, implementing the provisions of Resolution No. 22 of the Ordinary General Meeting (hereinafter “OGM”) of Boryszew S.A. with its registered office in Warsaw (hereinafter referred to as the “Company”) of June 25, 2019 on the authorization of the Management Board of the Company to purchase own shares of Boryszew S.A., amended by Resolution No. 6 of the Extraordinary General Meeting of Boryszew S.A. of January 25, 2021 on amending Resolution No. 22 of the Ordinary General Meeting of Boryszew S.A. of June 25, 2019 regarding the authorization of the Management Board of the Company to purchase own shares of Boryszew S.A., the Management Board of the Company presents the Program for the purchase of own shares.

This Acquisition Program (hereinafter referred to as the “Program”) applies to the Company’s shares listed on the main market of the Warsaw Stock Exchange. (hereinafter referred to as “WSE”) and its content was prepared in accordance with Resolution No. 22 of the Ordinary General Meeting of Boryszew S.A. of June 25, 2019 (“Resolution”) and Resolution No. 6 of the Extraordinary General Meeting of Boryszew S.A. of January 25, 2021.

1. PURPOSE OF THE PROGRAM.

The aim of the Program is the acquisition by the Company of its own shares in Boryszew S.A. for redemption, on the terms and in the manner specified in the above-mentioned Resolutions.
Acquisition of own shares of Boryszew S.A. offers the possibility of selling the shares of investors who decide to get rid of the Company’s shares, considering that the price offered as part of the purchase is favorable for them.

III. DETAILED INFORMATION ABOUT THE PROGRAM.

1. Commencement of the Program for the purchase of own shares in Boryszew S.A. is scheduled for
   October 27, 2020.
2. The program covers actions Companies listed on the WSE main market.
3. The total number of shares will not exceed 80,000,000 (say: eighty million) shares, which constitute 33.33% of the share capital of the Company, subject to sec. 10 below.
4. For the implementation of the share buyback program, the Company will allocate the amount of the Company’s reserve capital established for this purpose pursuant to resolutions No. 23 of the Ordinary General Meeting of Boryszew S.A. of June 25, 2019.
5. The Company will purchase its own shares in the following manner: (i) in transactions on the regulated market of the Warsaw Stock Exchange, (ii) in transactions or transactions outside the regulated market, or (iii) by public tender offer or calls to subscribe for the sale of own shares announced (announced) pursuant to the provisions of the Act of July 29, 2005 on public offering and the conditions for introducing financial instruments to an organized trading system and on public companies (Journal of Laws of 2016, item 1639, as amended) (“Act”). Own Shares may be acquired by the Company (or its subsidiary) directly or through an investment firm.
6. In the case of acquiring Own Shares in transactions on the regulated market, referred to in point 5 (i) above, the price per share will be determined in accordance with Art. 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council 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 (Journal of Laws UE. 2014.173.1), (“MAR Regulation”) and Standard (Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No. 596 of the European Parliament and of the Council / 2014
   with regard to regulatory technical standards concerning the conditions applicable to buy – back programs and stabilization measures, prior to the commencement of share buy-backs).
7. The deadline for the purchase of own shares has been set for a period of 5 years from the date of adopting the Resolution – but no longer than until the funds that may be allocated for their purchase are exhausted.
8. The Management Board, guided by the interests of Boryszew S.A. and after consulting the Supervisory Board of the Company, may terminate the acquisition of shares before the expiry of the deadline specified in point 7 above or before the funds allocated for their acquisition are exhaustedor abandon the purchase of shares in whole or in part.
9. In the event of making the decisions referred to in point 8 above, the Management Board of Boryszew S.A. undertakes to disclose information to the public in a manner appropriate for the publication of confidential information within the meaning of the provisions of the MAR Regulation in the manner specified in the Act.
10. On the terms specified in this Resolution, Boryszew S.A. and subsidiaries of Boryszew S.A. are also authorized to accept treasury shares as a pledge in order to secure the receivables due to Boryszew S.A. or subsidiaries and to take over the pledged shares to satisfy the pledge. The payment for the pledged shares may not be lower than PLN 1 and not higher than the highest
    price from an independent transaction within the meaning of the Standard made within the last 12 months prior to the acceptance of the shares. The total nominal value of own shares accepted as pledge may not exceed 20% of the share capital of the company, including the nominal value of the remaining own shares which have not been sold or redeemed by the company. The nominal value of own shares accepted as pledge shall be included in the limit specified in sec. 3 above. In order to take over the pledged own shares as part of the pledge from the subject of the pledge, the reserve capital will be used created by Resolution No. 23 of the Ordinary General Meeting of Boryszew Spółka Akcyjna of June 25, 2019 on: creating a reserve capital for the purpose of for the purchase of own shares.
11. The Company will publish information on the purchased amounts of its own shares in accordance with the law.

Detailed legal basis:
Art. 2 par. 1 of the Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards on the conditions applicable to buy-back programs and stabilization measures.

Signatures:
Piotr Lisiecki – Chairman 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.