TOYA S.A. (hereinafter: the “Company”) hereby informs that, on 22 May, 2018, pursuant to art. 368.1 of the Commercial Companies Code (Act) of 15 September, 2000 (consolidated text of 2016, item 1578 as amended, hereinafter: the “CCC”), §13, section 1 of the Articles of Association of TOYA S.A., §6, section 1 and 2 as well as §10 and §11 of the Rules of the Management Board, the Management Board of TOYA S.A. elected to proceed to take necessary formal and legal steps aimed at TOYA S.A. purchasing, under the provision of art. 362.1, item 5 and 8 of the CCC, own shares of TOYA S.A.
The intention of TOYA S.A. is to purchase own shares of TOYA S.A. upon the terms and conditions below:
a. the maximum number of the Shares purchased shall not exceed 1,450,000 (say: one million four hundred and fifty thousand);
b. the total nominal value of own shares purchased upon their purchase as well as remaining in the possession of the Company and its subsidiaries at a given time shall not exceed 20% of the Company’s share capital, including also the nominal value of own shares held by the Company and its subsidiaries;
c. the Shares purchased shall be fully paid up;
d. the amount of minimum payment for one Share shall be PLN 12.20 (say: twelve zlotys 20/100), whereas the maximum payment for one Share shall be PLN 16.50 (say: sixteen zlotys 50/100);
e. the total payment for the Shares, increased by the costs of purchase, shall not be higher than the amount of the reserve capital established under the resolution of the Ordinary General Meeting of Shareholders of TOYA S.A. in the matter of establishing the reserve capital to purchase own shares of TOYA S.A.;
f. the purchase of the Shares may take place as part of a transaction or transactions on the regulated market of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.), as part of a transaction or transactions beyond the regulated market, or by way of general share purchase, however, the purchase of own shares shall take place in such a way as to ensure equal treatment of all the Company’s shareholders; the Shares may be purchased directly by the Company or via an investment company.
g. The Management Board is authorised to purchase the Shares until exhaustion of the funds from the reserve capital as established for this purpose, however, not longer than until 30/06/2019;
h. commencing and ending the purchase of the Shares requires a separate resolution of the Management Board; the Management Board shall publicly announce detailed information regarding the purchase of the Shares, including the date the purchase of the Shares commences and ends;
i. The purpose of purchasing the Shares is their redemption.
The final decision as to the purchase of own shares of TOYA S.A. rests with the General Meeting of Shareholders of TOYA S.A., due to the foregoing the Management Board of TOYA S.A. will apply to the Ordinary General Meeting of Shareholders of TOYA S.A. for granting authorisation to the Management Board of TOYA S.A. to purchase the Company’s own shares.
Legal basis: art. 17, section 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April, 2014 on market abuse (market abuse regulation) 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 (OJ EU L of 2014 No. 173, p. 1 as amended).
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Grzegorz Pinkosz
President of the Management Board