Programme for acquisition of own shares for their redemption and reduction of share capital
The Executive Board of Apator SA announces that based on the Resolution No. 22/VI/2011 of Ordinary General Shareholders Meeting of Apator SA dated 20st June 2011 made below presented Programme for acquisition of own shares by Apator SA for their redemption and reduction of share capital.
Programme for acquisition of own shares for their redemption and reduction of share capital. § 1 The Programme for acquisition of own shares called also The Programme is being introduced in accordance with the following stipulations: - art. 19 para 1 of the Second Directive of the Council (Directive 77/91 EEC dated 13th December 1976 on co-ordination of guaranties required in European Union countries from the companies in understanding of art.58 ,second paragraph of the Treaty, in order to obtain their equivalence for protection of the interests both partners and third persons in the scope of the establishment of joint stock company and also its maintaining and making changes in its capital, - art. 39 para 3 of the Act dated 29th July 2005 on the turnover of financial instruments, - stipulation of European Commission (EC) no. 2273/2003 dated 22nd December 2003 that performs the directive 2003/6/EC of European Parliament and European Council concerning the release for the acquisition programmme and stabilization of financial instruments (stipulation of the Commission no. 2273/2003). § 2 The goal of acceptance of the Programme for acquisition of the own shares is to reduce the share capital of APATOR S.A. by redemption of the shares acquired within the Programme. The performance of the Programme is in the interest both the Company and shareholders when the share price is lower than fair value of the share of APATOR S.A. The Programme provides the shareholders who invest in shares of the Company in the medium and long time horizon with the possibility to obtain the increase the value of their shares. The rules of its performance enable all interested shareholders to take part in the Programme on equal and transparent conditions. § 3 The acquisition of own shares of APATOR S.A. within the Programme will be performed on the following conditions: 1. APATOR S.A. is allowed to acquire: - registered shares of A series with the code PLAPATR00026, - bearer shares of A, B,C series with the code PLAPATR00018 2. Shares are allowed to be acquired on: - regulated market: during the session on stock exchange and off-session transactions - off – regulated market 3. Maximum number of own shares to be acquired within the Programme is 998.505 shares what is 2,84% of the share capital of APATOR S.A. 4. The performance of the Programme will last since 21st June 2011 till 31st May 2012 5. The Executive Board of APATOR S.A. acting in the interest of the Company, based on the consent of Supervisory Board is allowed to shorten the duration of the Programme. 6. The unit price per share of APATOR S.A. being acquired within the Programme is not allowed to be lower than the emission value and higher than 18,00 PLN. 7. Financial means designed for the acquisition of own shares will be from the Fund for the redemption of shares. 8. Financial means designed for the performance of the Programme are not allowed to exceed the value of the Fund for redemption of shares i.e. the amount of 17.973.090,00 PLN 9. The acquisition of own shares within the programme is not allowed to cause the decreas of the value of net assets below the value of the share capital increased by the write-offs and reserves which are not subject to payment. 10. During transactions within the Programme, APATOR SA is not allowed to acquire the shares on regulated market at the price higher than the price of the latest independent turnover and the highest independent current offer in the place of turnover where the acquisition takes place. In case of acquisition off regulated market, the price of acquisition of shares is not allowed to be higher than the price of the latest independent turnover on regulated market or the highest current independent offer on the market. 11. During the performance of the Programme, APATOR S.A. is not allowed to acquire on regulated market more than 25% average daily number of shares any day on regulated market where the acquisition takes place. Average daily number of shares is based on average daily turnover number in a month proceeding the month when the Programme was made public and based on it average daily number was established for the duration of the Programme. 12. In case of exceptional low fluidity on regulated market, APATOR S.A. is allowed to exceed the limit of 25% provided the following conditions are maintained: a) the Company will advise in advance appropriate body of appropriate market about its intention to exceed the limit of 25%, b) the Company will announce appropriately the public that it is allowed to exceed the limit of 25% c) the Company will not exceed 50% of average daily number § 4 The Executive Board of APATOR S.A. is obligated to call General Shareholders Meeting not later than 3 months after the date of completion of the Programme which aim will be the redemption of shares acquired within the Programme and related to it the reduction of the share capital. The Executive Board of APATOR S.A. is allowed according to its discretion to perform the Programme independently or through one of several entities indicated in art.6 para 3 lit b) Resolution of the European Commission no. 2273/2003.
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