97/2011 – The program of purchase of treasury shares of Boryszew S.A.

97/2011

The Management Board of Boryszew S.A., executing the resolution no 4 of the Extraordinary General Meeting of Boryszew S.A. of October 13th, 2011 on authorization of the Management Board to buy treasury shares of Boryszew S.A., announces to the public “The Program of purchase of Boryszew S.A. treasury shares” and fix the day of the beginning of the program on November 24th, 2011.

“Program of purchase of treasury shares of Boryszew S.A.”

I. Legal basis
Acting on the basis of art. 362 § 1 p. 5 and 8 of the Commercial Companies Code and referring to the resolution no. 4 of the EGM of Boryszew S.A. of October 13th, 2011 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.

II. Purpose of the Program
The purpose of the Program is taking up by the Company treasury shares for:
– further re-sale,
or
– redemption
or
– financing acquisitions under the realization of the development strategy of the Company and the Capital Group.

According to the Management Board of Boryszew S.A. the actual level of market valuation of the Company has departed from its real value and the possibility of buyout part of shares at prices with discount to those valuation and with discount to the market average valuation of the Company will be attractive for those shareholders who do not intend to withdraw from the investment in shares of Boryszew S.A.

III. Detailed information regarding the Program
1. The beginning of the Program is planed for November 24th, 2011.
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 4 of EGM of IBoryszew S.A. dated October 13th, 2011.
3. The Program refers to the shares quoted on the primary market at Warsaw Stock Exchange.
4. The shares of the Company will be taken up through broker house.
5. Shares taken up in the frame of this Program can be purchased in block transactions on the Warsaw Stock Exchange through broker house.
6. Remuneration for 1 share is fixed as not lower that PLN 0.40 (say: forty groszy) and not higher that PLN 3.00 (say: three).
7. The price for which the broker house will take up the Company treasury shares cannot be higher value from the price of the last self-dependent turnover and the highest, current self-dependent offer in transactions concluded on Warsaw Stock Exchange.
8. The total nominal value of taken up shares will not exceed 20% of the Company initial capital, including also nominal value of the rest own shares, which have not been disposed by the Company.
9. The total purchased price of the Company treasury shares, enlarged by the costs of their purchase, cannot be higher that the reserve capital, made in this purpose from the amount, which according to art. 348 § 1 of the Commercial companies code can be allocated to distribution.
10. Time limit of treasury shares purchase will be 5 years from October 13th, 2011 (e.g. the day of passing the Resolution by the EGM of Boryszew S.A.) but not longer than to the moment of running out of means for their purchase.
11. The Management Board, having in mind the interest of the Company, after the opinion of the Supervisory Board can:
a) finish the taking up of shares before the date determined in point 10 or before the total financial means for their taking up will be run out,
b) give up the taking up of shares in total or in part.
12. In case of taking the decision of concluding the Program before October 13th, 2016 the Management Board will pass the appropriated information to the public in the way described in the act of public offer.
13. The Broker house will be able to take up daily not more than 25% (twenty five) appropriated, average, daily volume of turnover of shares at Warsaw Stock Exchange in 20 days previous to every day of taking up.
14. In case of exceptional low liquidity of shares the broker house will be able to exceed the above said in p. 13 level of 25% (twenty five), nevertheless not more than 50% (fifty), after previous information the Financial Supervising Commission, Warsaw Stock Exchange and the public opinion about such intention.
15. The Management Board will give to the public opinion the information about the taken up own shares according to the law regulations.

Signatures:
Małgorzata Iwanejko – President of the Management Board