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2012

Number Date Subject
59/2012 2012-11-21 The Management Board's report to justify the merger of companies

The Management Board of Boryszew S.A. with the seat in Sochaczew, in connection with the current report no 54/2012 of 26 October 2012 regarding taking up a resolution on intention to merger with Nowoczesne Produkty Aluminiowe Skawina S.A with the seat in Skawina, informs about the resolution’s positive estimation and recommend the voting for the resolution to the Company’s shareholders during the Extraordinary General Meeting convened for 28 November 2012.
The Management Board of Boryszew S.A., taking care of the growth of the company’s value, takes up the activities aiming to simplify the structure of the Capital Group as well as to increase the process of governance’s transparency.
The Management Board estimates that the farther simplification of the structure will create the growth of effectiveness in corporate governance of Boryszew Group as well as in administration of its own resources. Implementation of the internal consolidation of the Group will allow to grow profitability, to reduce the general administrative costs and financial costs.
The efficient way of governance, concentrated assets and the more transparent and simple structure will increase the market position of the Company. Also the intended organization changes will increase the value of the Company, which is the vital interest of its shareholders.
The mentioned merger will be executed according to art. 492 article 1 point 1 of Commercial Companies Code by transfer of the whole assets of Taken-over Company on the Taking-over Company. As the Taking-over Company is the only partner of the Taken-over Company the merger will be executed according to the article 516 article 6 of the Commercial Companies Code. In such connection, the merger plan will neither be revised by the certified auditor appointed by the register court nor will be make the Management Board’s reports of the merged companies.
The Taking-over Company owns 100% of shares of the Taken-over Company and according to the article 515 art. 1 of the Commercial Companies Code the merger will follow without the increasing of the share capital.
The merger plan together with enclosures has been revealed to public on the web site of the Company at: www.ir.boryszew.com.pl and published in the current report no 54/2012 of 26 October 2012.

Signatures:
Piotr Szeliga – President of the Management Board

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