The Management Board of Boryszew S.A., executing the resolution no 19 of the Ordinary General Meeting of Boryszew S.A. of 25 June, 2014 regarding on authorization of the Management Board to buy treasury shares of Boryszew S.A., announces to the public “The Program of purchase of treasury shares of Boryszew S.A.” and fix the day of the beginning of the Program on 16 October, 2014.
“Program of purchase of treasury shares of Boryszew S.A.”
I. Legal basis
Pursuant to Article 362 § 1 p. 5 and 8 of the Commercial Companies Code and referring to the resolution no. 19 of the OGM of Boryszew S.A. dated 25 June, 2014 regarding the authorization of the Management Board of the Company to buy treasury shares, the Management Board of the Company presents the Program to purchase treasury shares.
According to the Management Board of Boryszew S.A. the actual level of market valuation of the Company does not include its development prospects and the possibility of buyout part of shares at prices with discount compared to the real value will be beneficial to those shareholders who do not intend to withdraw from the investment in shares of Boryszew S.A.
II. Purpose of the Program
The purpose of the Program is taking up by the Company treasury shares for:
– further re-sale,
– financing acquisitions under the realization of the development strategy of the Company and the Capital Group.
III. Detailed information regarding the Program
1. The beginning of the Program is scheduled for 16 October, 2014.
2. The realization of the Program will be in accordance with the Polish and EU laws regulations as well as with the rules set in the Resolution no 19 of OGM of Boryszew S.A. dated 25 June, 2014.
3. The Program refers to the shares quoted on the primary market at Warsaw Stock Exchange (GPW).
4. Remuneration for 1 share is fixed as not lower that PLN 1.00 (say: one zloty) and not higher that PLN 30.00 (say: three zloty).
5. The total nominal value of taken up shares will not exceed 20% of the Company share capital, including also nominal value of the rest own shares, which have not been disposed by the Company.
6. Time limit of treasury shares purchase will be 5 years from 25 June, 2014 (i. e. the day of passing the Resolution by the OGM of Boryszew S.A.) but not longer than to the moment of running out of means for their purchase.
7. The Management Board, guided by the interest of the Company, after the opinion of the Supervisory Board can finish the purchasing of shares before the date stated in point 6 or before the total financial means for their purchasing will be run out or give up the taking up of shares in total or in part.
8. In case of taking the decision referred to in point 6, the Management Board will pass the appropriate information to the public in the way described in the act of public offer.
9. Purchase of treasury shares may happen particularly by the Company itself or by its subsidiaries by placing brokers orders, concluding blocks transactions or announcing calls as well as by brokers houses in the stock exchange turnover.
10. Other conditions of treasury shares purchase will be in accordance with provisions of the European Commission Regulation (WE) no. 2273/2003 of 22 December 2003 executing directive of the European Parliament and Council regarding exemptions for the programme of repurchase and stabilization of financial instruments (Dz. Urz. WE L 336 of 23 December 2003).
11. Price, for which the Company’s treasury shares will be purchased cannot be the higher value among the price of the last independent turnover and the highest, current independent offer in tranasactions concluded on the stock exchange sessions.
12. Purchase of the treasury shares is subject to limitation resulting from binding regulations, including art. 362 § 2 of the commercial companies code.
13. The Management Board will give to the public the information about the purchase own shares according to the law regulations.
Piotr Szeliga – 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.