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2013

Number Date Subject
35/2013 2013-06-24 Resolutions passed on the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013.


The Management Board of Boryszew S.A. releases to public the contents of resolutions passed on the Ordinary General Meeting of Boryszew S.A. on 24 June, 2013.


Resolution No 1
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: choice of the Chairman of the General Meeting.
§ 1
The Ordinary General Meeting acting according to art. 409 § 1 of the commercial companies code, makes the choice of Chairman of the Ordinary General Meeting of Boryszew S.A. to Mr. Zygmunt Urbaniak.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
In secret ballot it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 891,483,928 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed. Mr. Zygmunt Urbaniak accepted the election.

Resolution No 2
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: approving of the agenda.

§ 1
The Ordinary General Meeting accepts the agenda of the Meeting published on the web site of the Company at www.ir.boryszew.com.pl and in the current report no 31/2013 published on 28 May, 2013, completed on the shareholder’s motion and published as a current report no. 33/2013 on 6 June, 2013.
§ 2
The resolution is in force from the date of its passing.
In public voting it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 891,483,928 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed.

Resolution No 3
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: not to choose the Scrutiny Commission

§ 1
The Ordinary General Meeting decided not to choose the Scrutiny Commission.
§ 2
The resolution is in force from the date of its passing.
In public voting it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 891,483,928 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in public voting.

Resolution No 4
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: approval of the report on the Company’s activity in 2012.

Acting on behalf of art. 395 § 2 point 1 of the Commercial companies code and § 13 passage 8 point 1 of the Company Statute, it is resolved:
§ 1
The Report on the Company’s activity in 2012 has been approved.
§ 2
The resolution is in force from the date of its passing.
In public voting it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 891,483,928 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in public voting.

Resolution No 5
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: approval of the Company’s financial report for 2012..

Acting on behalf of art. 395 § 2 point 1 of the Commercial companies code and § 13 passage 8 point 1 of the Company Statute, it is resolved:
§ 1
The Company’s financial report for 2012 has been approved, as follows:
- balance sheet prepared as at 31 December 2012 for PLN 1,038,697 th.
- profit and loss account for the period 01.01-31.12.2012 for the net profit of PLN 22,333 th. and the total income of PLN 22,548 th.
- changes in own capital for the period 01.01-31.12.2012 for the decrease of own capital by the amount of PLN 8,597 th.
- cash flow statement for the period 1.01-31.12.2012 for the decrease of cash by the amount of PLN 512 th.
- additional information of implemented accounting policy and other notes.
§ 2
The resolution is in force from the date of its passing.
In public voting it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 878,267,869 votes,
2) against resolution …………………………………………0 vote,
3) sustained ……………………………………………13,216,059 votes,
so the resolution was passed in public voting.

Resolution No 6
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: the approval of the Management Board’s Report on Capital Group’s activity in 2012.

Acting on behalf of art. 395 § 5 of the Commercial companies code, it is resolved:
§ 1
The Report on Boryszew Capital Group’s activity in 2012 has been approved.
§2
The resolution is in force from the date of its passing.
In public voting it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 891,483,928 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in public voting.

Resolution No 7
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: the approval of the Consolidated Financial Report on Boryszew Capital Group for 2012.

Acting on behalf of art. 395 § 5 of the Commercial companies code, it is resolved:
§ 1
The Consolidated Financial Report on Boryszew Capital Group for 2011 has been approved, as follows:
- consolidated balance sheet prepared as at 31 December, 2012 for the amount of PLN 2,749,068 th.
- consolidated profit and loss account for the period 1.01-31.12.2012 for the net profit of PLN 61,014 th. and the total income of PLN 48,233 th.
- consolidated report on changes in own capital for the period 01.01-31.12.2012 for the increase of own capital by the amount of PLN 2,354 th.
- consolidated cash flow statement for the period 1.01-31.12.2012 for the decrease of cash by the amount of PLN 8,536 th.
- additional information of implemented accounting policy and other notes.
§2
The resolution is in force from the date of its passing.
In public voting it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 868,256,774 votes,
2) against resolution ………………………………….10,011,095 votes,
3) sustained ……………………………………………13,216,059 votes,
so the resolution was passed in public voting.

Resolution No 8
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: discharging of Mrs. Małgorzata Iwanejko from fulfillment of duties in 2012.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mrs. Małgorzata Iwanejko has been discharged from fulfillment of duties as Chairman of the Management Board in the period from 1.01.2012 till 28.05.2012.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 867,967,532 votes,
2) against resolution …………………………………10,300,336 votes,
3) sustained …………………………………………...13,216,060 votes,
so the resolution was passed in secret ballot.

Resolution No 9
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: discharging of Mr. Robert Bednarski from fulfillment of duties in 2012.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Robert Bednarski has been discharged from fulfillment of duties as Vice-Chairman of the Management Board in the period from 1.01.2012 till 28.05.2012.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 867,967,532 votes,
2) against resolution …………………………………10,300,336 votes,
3) sustained …………………………………………...13,216,060 votes,
so the resolution was passed in secret ballot.

Resolution No 10
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: discharging of Mr. Kamil Dobies from fulfillment of duties in 2012.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Kamil Dobies has been discharged from fulfillment of duties as Vice-Chairman of the Management Board in the period from 1.01.2012 till 28.05.2012.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 867,967,532 votes,
2) against resolution …………………………………10,300,336 votes,
3) sustained …………………………………………...13,216,060 votes,
so the resolution was passed in secret ballot.

Resolution No 11
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Paweł Miller from fulfillment of duties in 2012.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Paweł Miller has been discharged from fulfillment of duties as Member of the Management Board in the period from 1.01.2012 till 16.11.2012.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 867,967,532 votes,
2) against resolution …………………………………10,300,337 votes,
3) sustained …………………………………………...13,216,059 votes,
so the resolution was passed in secret ballot.

Resolution No 12
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: discharging of Mr. Piotr Szeliga from fulfillment of his duties in 2012.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Piotr Szeliga has been discharged from fulfillment of his duties as President of the Management Board in the period from 28.05.2012 till 31.12.2012.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 889,413,021 valid votes out of 889,413,021 shares, i.e. out of 39.41 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 865,896,626 votes,
2) against resolution …………………………………10,300,336 votes,
3) sustained …………………………………………...13,216,059 votes,
so the resolution was passed in secret ballot.

Resolution No 13
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: discharging of Mr. Miłosz Wiśniewski from fulfillment of his duties in 2012.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Miłosz Wiśniewski has been discharged from fulfillment of his duties as Vice-President of the Management Board in the period from 28.05.2012 till 31.03.2012.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 867,967,532 votes,
2) against resolution …………………………………10,300,337 votes,
3) sustained …………………………………………...13,216,059 votes,
so the resolution was passed in secret ballot.

Resolution No 14
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: discharging of Mr. Arkadiusz Krężel from fulfillment of his duties in 2012.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Arkadiusz Krężel has been discharged from fulfillment of his duties as:
- President of the Supervisory Board in the period from 1.01.2012 till 20.06.2012,
- Member of the Supervisory Board in the period from 20.06.2012 till 31.12.2012.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 891,279,592 valid votes out of 891,279,592 shares, i.e. out of 39.49 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 868,256,773 votes,
2) against resolution ………………………………….9,806,760 votes,
3) sustained …………………………………………..13,216,059 votes,
so the resolution was passed in secret ballot.

Resolution No 15
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: discharging of Mr. Sebastian Bogusławski from fulfillment of his duties in 2012.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Sebastian Bogusławski has been discharged from fulfillment of his duties as:
- Member of the Supervisory Board in the period from 28.05.2012 till 20.06.2012,
- President of the Supervisory Board in the period from 20.06.2012 till 31.12.2012.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 868,256,773 votes,
2) against resolution …………………………………10,011,096 votes,
3) sustained …………………………………………...13,216,059 votes,
so the resolution was passed in secret ballot.

Resolution No 16
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: discharging of Mr. Zygmunt Urbaniak from fulfillment of his duties in 2012.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Zygmunt Urbaniak has been discharged from fulfillment of his duties as Vice-President of the Supervisory Board in the period from 1.01.2012 till 31.12.2012.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 868,256,773 votes,
2) against resolution …………………………………10,011,096 votes,
3) sustained …………………………………………...13,216,059 votes,
so the resolution was passed in secret ballot.

Resolution No 17
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: discharging of Mr. Mirosław Kutnik from fulfillment of his duties in 2012.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Mirosław Kutnik has been discharged from fulfillment of his duties as Secretary of the Supervisory Board in the period from 1.01.2012 till 31.12.2012.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 868,256,773 votes,
2) against resolution …………………………………10,011,096 votes,
3) sustained …………………………………………...13,216,059 votes,
so the resolution was passed in secret ballot.

Resolution No 18
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: discharging of Mr. Dariusz Jarosz from fulfillment of his duties in 2012.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Dariusz Jarosz has been discharged from fulfillment of his duties as Member of the Supervisory Board in the period from 1.01.2012 till 31.12.2012.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 868,256,773 votes,
2) against resolution …………………………………10,011,096 votes,
3) sustained …………………………………………...13,216,059 votes,
so the resolution was passed in secret ballot.

Resolution No 19
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: discharging of Mr. Tadeusz Pietka from fulfillment of his duties in 2012.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Tadeusz Pietka has been discharged from fulfillment of his duties as Member of the Supervisory Board in the period from 1.01.2012 till 31.12.2012.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 868,256,773 votes,
2) against resolution …………………………………10,011,096 votes,
3) sustained …………………………………………...13,216,059 votes,
so the resolution was passed in secret ballot.

Resolution No 20
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: distribution of the net profit for 2012

Acting on behalf of art. 395 § 2 point 2 of the Commercial companies code and § 13 passage 8 point 2 of the Company Statute, it is resolved:
§ 1
The Ordinary General Meeting decides to assign the net profit for 2012 in the amount of PLN 22,333 th. to increase the reserve capital of the company.
§2
The resolution is in force from the date of its passing.
In public voting it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 891,483,928 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in public voting.

Resolution No 21
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: increasing of the reserve capital, created upon Resolution no 5
of the Extraordinary General Meeting of Boryszew S.A. on 13 October 2011
regarding creating of reserve capital for taking in of its treasury shares.

§ 1
The amount of PLN 93 million (say: ninety three million) from reserve capital has been destined for increasing of the reserve capital creating upon Resolution no. 5 of the Extraordinary General Meeting of Boryszew S.A. of 13 October 2011 regarding creating of the reserve capital for taking in of the Company’s treasury shares.
§ 2
The resolution is in force from the date of its passing.
In public voting it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 874,443,952 votes,
2) against resolution …………………………………17,039,976 votes,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in public voting.

Resolution No 22
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: changing of Resolution no. 4 of the Extraordinary General
Meeting of Boryszew S.A on 13 October 2011 regarding authorization of the
Management Board to purchase of Boryszew’s treasury shares.

Acting on behalf of art. 362 § 1 point 5) and 8) of the Commercial companies code, it is resolved:
§ 1
The hitherto existing wording of § 3 point 1) of the Resolution no. 4 of the Extraordinary General Meeting of Boryszew S.A on 13 October 2011 regarding authorization of the
Management Board to purchase of Boryszew’s treasury shares, as follows:
1) Remuneration for one share has been determined as not lower than PLN 0.40 and not higher than PLN 3.00
has been changed as follows:
2) Remuneration for one share has been determined as not lower than PLN 0.10 and not higher than PLN 3.00.
§ 2
Other provisions of the above mentioned resolution remains unchanged.
§ 3
The resolution is in force from the date of its passing.
In public voting it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 874,154,711 votes,
2) against resolution …………………………………17,329,217 votes,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in public voting.

Resolution No 23
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: disposal of organized part of the Company.

Acting on behalf of art. 393 point 3 of the Commercial companies code and § 13 passage 8 point 10 of the Company Statute, it is resolved:
§ 1
The General Meeting decides to agree to dispose (including contribution in kind to other entity) by the Company organized part of the Company in form of organizing and financial separated unit of tangible and intangible elements (including liabilities), destined for realization of economical tasks, creating in the internal organization structure of the Company - Oddział Elana Nieruchomości, creating upon the Management Board’s resolution no. 76/2013 of 3 June, 2013.
The kind of activity of Oddział Elana Nieruchomości is, among others: management, lease and sale of owned real properties.
The organized part of the Company Boryszew S.A. will be disposed (including contribution in kind) according to its market valuation prepared by the authorized entity.
§ 2
Execution of the resolution, including choice of entity, to whom the organized part of the Company will be disposed, establishing conditions of the disposal agreement and the price is in the management’s hands under the condition of having got the agreement of the Supervisory Board, expressed in the Supervisory Board’s resolution.
§ 2
The resolution is in force from the date of its passing.
In public voting it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 856,901,311 votes,
2) against resolution …………………………………33,851,708 votes,
3) sustained ………………………………………………730,909 votes,
so the resolution was passed in public voting.

Resolution No 24
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
regarding: redemption of the Company’s treasury shares.

The Ordinary General Meeting acting on behalf of an article 359 § 1 and § 2 of the Commercial Companies Code and § 13 passage 8 point 8 of the Company Statute, resolves as follows:
§ 1
The Ordinary General Meeting herewith amortizes 56,715,692 (say: fifty six million seven hundred fifteen thousand six hundred ninety two) units of ordinary bearer’s shares designated in the Central Securities Depository of Poland with the securities code PLBRSZW00011 of the nominal value of PLN 0.10 each share, purchased by the Company on behalf of the authorization given to the Management Board by the Resolution no. 4 of the Shareholder Meeting of 13 October 2011.
§ 2
Those Company’s treasury shares have been amortized which are pointed in § 1 of this resolution, purchased by the Company from shareholders for the total remuneration, which comply with the conditions of treasury shares’ buy-back, implemented by the Resolution no. 4 of the Ordinary General Meeting of 13 October, 2011 and which has only came from the amount, which may be destined to distribution.
§ 3
Decreasing of the initial capital comes by change of the statute through redemption of treasury shares – according to art. 360 § 2 point 2 of the Commercial Companies Code.
§ 4
The Ordinary General Meeting decides that the authorization of the Management Board to purchase Boryszew’s treasury shares implemented by the Resolution no. 4 of the Ordinary General Meeting of 13 October, 2011 remains in force on the conditions determined in the above mentioned resolution taking into account the binding limitations resulting from the obliged law regulations – especially from art. 362 § 2 of the Commercial Companies Code.
§ 5
The resolution is in force from the date of its passing.
In public voting it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 875,499,103 votes,
2) against resolution …………………………………………0 vote,
3) sustained ……………………………………………15,984,825 votes,
so the resolution was passed in public voting.

Resolution No 25
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
regarding: decreasing of the initial capital

The Ordinary General Meeting acting on behalf of an article 455 § 1 of the Commercial Companies Code and § 13 passage 8 point 8 of the Company Statute, resolves as follows:
§ 1
In connection with passing by the Ordinary General Meeting Resolution no. of 24 June, 2013 regarding redemption of treasury shares purchased for redemption, the initial capital of the Company has been decreased – according to art. 360 § 2 of the Commercial Companies Code – from the amount of PLN 225,671,569.20 (say: two hundred twenty five million six hundred seventy one thousand five hundred sixty nine and 20/100) to the amount of PLN 220,000,000 (say: two hundred twenty million), that is by the amount of PLN 5,671,569.20 (say: five million six hundred seventy one thousand five hundred sixty nine and 20/100) corresponding with the total value of redeemed shares.
§ 2
Decreasing of the initial capital of the Company follows by the redemption of 56,715,692 (say: fifty six million seven hundred fifteen thousand six hundred ninety two) of ordinary bearers’ shares of the nominal value of PLN 0.10 each, that is of the total nominal value of PLN 5,671,569.20 (say: five million six hundred seventy one thousand five hundred sixty nine and 20/100), purchased for redemption.
§ 3
The purpose of decreasing of the initial capital of the Company is adjustment the level of initial capital to the amount of nominal value of the Company’s shares remained after redemption of 56,715,692 (say: fifty six million seven hundred fifteen thousand six hundred ninety two) treasury shares according to the Resolution no. of the Ordinary General Meeting of 24 June, 2013.
§ 4
The resolution is in force from the date of its passing with legal force from the day of the Statute change’s register by the Registry Court.
In public voting it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 875,499,103 votes,
2) against resolution …………………………………………0 vote,
3) sustained ……………………………………………15,984,825 votes,
so the resolution was passed in public voting.

Resolution No 26
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: changes in the Company’s Statute

Acting on behalf of article 415 § 1, art, 430 § 1 and art. 455 § 1 of the Commercial Companies Code and § 13 passage 8 point 4 of the Company Statute, it is resolved as follows:
§ 1
1. Changes of the Company’s Stature are introduced in such way that the hitherto existing designations of the Company’s shares series A, B, C, D, E, F and G by taking them by one A series.
2. In connection with passing by the Ordinary General Meeting resolution no ….. of 24 June, 2013 regarding decreasing of the initial capital of the Company and in the fact of designation them by letter A, the following change has been made in the Company’s Statute:
1) § 6 passage 1 of the Statute has the following wording:
“1. The initial capital of the Company amounts to PLN 220,000,000.00 and is divided into 2,200,000,000 units of Series A ordinary bearers’ shares of the nominal value of PLN 0.10 each share”.
§2
The resolution is in force from the date of its passing with legal force from the day of the Statute change’s register by the Registry Court.
In public voting it voted 891,483,928 valid votes out of 891,483,928 shares, i.e. out of 39.50 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 875,703,438 votes,
2) against resolution …………………………………………0 vote,
3) sustained ……………………………………………15,780,490 votes,
so the resolution was passed in public voting.

The Management Board of the Company informs that, as there were no motions regarding changes in the Supervisory Board, the Ordinary General Meeting of Impexmetal S.A., point no 20 of the agenda remains without resolutions.

Signatures:

Piotr Szeliga – President of the Management Board

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