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2011

Number Date Subject
82/2011 2011-09-16 Drafts of resolutions for Extraordinary General Meeting of Boryszew S.A.

The Management Board of Boryszew S.A. gives to public knowledge the contents of drafts of resolutions, which will be discussed on the Extraordinary General Meeting of Boryszew S.A. on October 13th, 2011.

(Draft)
Resolution No 1
Of the EGM of Boryszew S.A. of October 13th , 2011
Regarding: choice of the Chairman of the General Meeting.

The Extraordinary General Meeting makes the choice of Chairman of the OGM to …………………………………….

(Draft)
Resolution No 2
Of the EGM of Boryszew S.A. of October 13th, 2011
Regarding: approving of the agenda.

The Extraordinary General Meeting approves the agenda of the Meeting published in the current report no 18/2011 of September 16th, 2011 and inserted on the web site of the Company.

(Draft)
Resolution No 3
Of the EGM of Boryszew S.A. of October 13th, 2011
Regarding: the choice of Scrutiny Commission.

The Extraordinary General Meeting has made the choice of the Scrutiny Commission to ………………

(Draft)
Resolution No 4
Of the EGM of Boryszew S.A. of October 13th, 2011
Regarding: authorizationof the Management Board to buy treasury shares of Boryszew S.A..

Acting on behalf of art. 362 § 1 point 5 and 8 of the Commercial companies code, it is resolved:
§ 1
The Management Board of Boryszew S.A. has been authorized to take all legal actions connected with purchase of treasury shares on conditions and under the mode fixed in this resolution. The Management Board of the Company will define: the final number, way of purchase, price and date of purchase.
§ 2
Treasure shares purchase by the Company will be designated for:
- further re-sale
or
- redemption.
§ 3
Boryszew S.A. will purchase treasury shares on the following conditions:

1). remuneration for 1 share is fixed on the amount not lower that PLN 0.40 (say: 40/100 Polish zloty) and not higher that PLN 3 (say: three Polish zloty),
2). total nominal value of purchased shares will not exceed 20 % of share capital, taking into account also the nominal value of the remaining treasury shares, which have not been purchased by the Company,
3). total purchased value of treasury shares, enlarged by costs of their purchase, cannot be higher than the reserve capital, created for this purpose from the amount, which can be allocated to distribution,
4). time limit of treasury shares’ purchase has been fixed for 5 years from the date of this resolution, but not longer than to the moment of exhausting of the financial means for their purchase,
5). the Management Board, having in mind the interest of the Company, after the opinion of the Supervisory Board can:
a) terminate the taking up of shares before the date determined in § 3 point 4 or before the exhausting of financial means for their taking up,
6). in case of taking the decision from § 3 point 5 letter a) and b) the Management Board of Boryszew S.A. has been obliged to give the appriopriated information to the public in the way described in the act of public offer,
7). share will be take4n up through the intermediary of Broker House on the Warsaw Stock Exchange,
8). the remaining conditions of taking up of treasury shares will be according to the decisions of the European Commission Regulation no 2273/2003 of December 22nd, 2003.
§ 4
The resolution is in force from the date of its passing.

Justification
According to the Management Board the present level of the Company’s market revaluations
departs negatively from its real value. It gives the opportunity to take up part of shares at lower market prices in relation to the real valuation of the Company. Such activity aims to enlarge the value of the Company for shareholders.

(Draft)
Resolution No 5
Of the EGM of Boryszew S.A. of October 13th, 2011
Regarding: creating the reserve capital to buy treasury shares of Boryszew S.A.

§ 1
Reserve capital has been created to finance the taking up of treasury shares in time limit and conditions determined by resolution no 4 of October 13th, 2011 of the Extraordinary General Meetin of Boryszew S.A. on authorization of the Management Board to buy treasury shares of Boryszew S.A. in the amount of …………..
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 6
Of the EGM of Boryszew S.A. of October 13th, 2011
Regarding: changes in the Supervisory Board.

The Extraordinary General Meeting, acting according to art. 385 § 1of the Commercial Companies Code and according to § 13 passage 8 point 6 of the Statute of Boryszew S.A. resolves as follows:
§ 1
Mr ………………….. has been dismissed from the Supervisory Board of Boryszew S.A.
§2
The resolution is in force from the date of its passing.
§3
Resolution has been passed in a secret ballot.

Justification
Resolution results from the fact of introducing in the agenda of the General Meeting the point regarding changes in the Supervisory Board. This point in the agenda of the Meeting is placed customary in order to enable shareholders to make changes in case of taking such decision.

(Draft)
Resolution No 7
Of the EGM of Boryszew S.A. of October 13th, 2011
Regarding: changes in the Supervisory Board.

The Extraordinary General Meeting, acting according to art. 385 § 1of the Commercial Companies Code and according to § 13 passage 8 point 6 of the Statute of Boryszew S.A. resolves as follows:
§ 1
Mr /Mrs………………….. has been appointed to the Supervisory Board of Boryszew S.A.
§2
The resolution is in force from the date of its passing.
§3
Resolution has been passed in a secret ballot.

Justification
Resolution results from the fact of introducing in the agenda of the General Meeting the point regarding changes in the Supervisory Board. This point in the agenda of the Meeting is placed customary in order to enable shareholders to make changes in case of taking such decision.

Signatures:
Robert Bednarski – Vice-Chairman of the Management Board
Paweł Miller – Member of the Management Board
 

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