The Company’s Share Buy-Back Programme
The Management Board of MAGNA POLONIA Spółka Akcyjna (“Company”), acting under Article 56(1)(1) of the Act on Public Offering,
hereby informs that on 4 April 2016, the Management Board of the Company adopted a resolution on establishing the Share Buy-Back Programme (Resolution No. 01/04/2016).
Share Buy-Back Programme
The Share Buy-Back Programme is implemented on the basis and in execution of Resolution No. 8 of 1 December 2014 of the Annual General Meeting of the Company on authorization of the Management Board to carry out a share buy-back (“AGM Resolution” – the Company informed about the adoption of the AGM Resolution in current report no. 49/2014 of 2 December 2014).
Detailed terms and conditions of the Share Buy-Back Programme:
- 1. The aim of the Programme is to buy-back own shares for the purpose of redemption.
- 2. The Programme will start on 5 April 2016 and will last until 30 November 2019 unless the Management Board withdraws from the implementation of the Programme or the reserve capital referred to in point 9 below is used up.
- 3. The Programme will be implemented in tranches; their amount, date and execution method will be determined each single time by the Management Board.
- 4. The Management Board has the right to implement the Programme only partly or to withdraw from the implementation of the Programme.
- 5. Under the Programme, the Company may acquire not more than 2,784,395 (two million seven hundred eighty-four thousand three hundred ninety-five) shares representing not more than 20% of the share capital of the Company as of the date of the AGM Resolution.
- 6. Under the Programme, only fully paid-up shares may be acquired.
- 7. Shares will be purchased through Bank Zachodni WBK S.A.
- 8. Under the Programme,shares may be purchased at a price not lower than PLN 1.00 (one zloty) and not higher than PLN 6.42 (six zlotys and forty-two groszes).
- 9. The total purchase price of the Company’s shares under the Programme plus acquisition costs may not exceed the amount of the reserve capital established for this purpose by Resolution No. 10 of 1 December 2014 of the Company’s General Meeting.
- 10. Under the Programme, shares may be acquired, at the discretion of the Management Board, through:
- placing brokerage orders,
- concluding block transactions,
- concluding over-the-counter transactions,
- an announcement of a call.
- 11. In the cases covered by the provisions of Commission Regulation (EC) No 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments (OJ L 336 of 23.12.2003), the Company may acquire not more than 25% of the average daily trading volume of its own shares in the month preceding the month when the Programme was announced to the public. After appropriate notifications consistent with the applicable law, the Company will be able to acquire up to 50% of the average daily trading volume.
- 12. The Management Board, fulfilling statutory obligations, will announce to the public the required information on own shares acquired under the Programme and other circumstances relating to the implementation of the Programme.
- Mirosław Janisiewicz – President of the Management Board
- Tom Ruhan – Wice-President of the Management Board
- 4 april 2016