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2009

Number Date Subject
. 2009-06-26 Resolutions of Ordinary General Meeting of Boryszew S.A. of June 26th, 2009

The Management Board of Boryszew S.A. gives to public opinion the contents of resolutions passed on the General Meeting of Boryszew S.A. on June 26th, 2009.

Resolution No 1
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: choice of the Chairman of the General Meeting.

§ 1
The Ordinary General Meeting according to art. 409 § 1 of the Commercial Companies Code makes the choice of Chairman of the OGM 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.

Resolution No 2
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: approving of the agenda.

§ 1
The Ordinary General Meeting approves the agenda of the Meeting published in the Court and Commercial Monitor of June 2nd, 2009, no. 106/2009 (3209), position no 7200.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

Resolution No 3
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: not appointing the Scrutineers Committee
§ 1
The Ordinary General Meeting decides not to appoint the Scrutineers Committee.
§ 2
The resolution has been passed in public vote.
§ 3
The resolution is in force from the date of its passing.

Resolution No 4
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: the approval of the Management Board’s Report on Company’s activity in 2008.
§ 1
The Management Board’s Report on Company’s activity in 2008 has been approved.
§ 2
The resolution has been passed in public vote.
§ 3
The resolution is in force from the date of its passing.

Resolution No 5
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: the approval of the Company’s financial report for 2008.
§ 1
The Company’s financial report for 2008 has been approved, as follows:
- balance sheet on December 31st, 2008 for PLN 616,136 th.
- profit and loss account for the period 01.01-31.12.2008 for the net loss of PLN 101,049 th.
- changes in own capital for the period 01.01-31.12.2008 for the decrease of own capital in the amount of PLN 102,455 th.
- cash flow statement for the period 1.01-31.12.2008 for the inflow in the amount of PLN 1,447 th.
- additional information of implemented the accounting policy and other notes.
§ 2
The resolution has been passed in public vote.
§ 3
The resolution is in force from the date of its passing.

Resolution No 6
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: the approval of the Management Board’s Report on Capital Group’s activity in 2008.
According to the art. 395 § 5 point 1 of the Commercial Companies Code the following has been passed:
§ 1
The Management Board’s Report on Boryszew Capital Group’s activity in 2008 has been approved.
§ 2
The resolution has been passed in public vote.
§ 3
The resolution is in force from the date of its passing.

Resolution No 7
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: the approval of the Consolidated Financial Report on Boryszew Capital Group for 2008.
According to the art. 395 § 5 point 1 of the Commercial Companies Code the following has been passed:
§ 1
The Consolidated Financial Report on Boryszew Capital Group for 2008 has been approved, as follows:
- consolidated balance sheet prepared on December 31st, 2008 for the amount of PLN 2,328,920 th.
- consolidated profit and loss account for the period 1.01-31.12.2008 for the net loss of PLN 238,826 th.
- changes in consolidated own capital for the period 01.01-31.12.2008 for the decrease of own capital in the amount of PLN 278,604 th.
- consolidated cash flow statement for the period 1.01-31.12.2008 for the inflow in the amount of PLN 19,469 th.
- additional information.
§ 2
The resolution has been passed in public vote.
§ 3
The resolution is in force from the date of its passing.

Resolution No 8
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: cover the loss in 2008
According to the art. 395 § 2 point 2 of the Commercial Companies Code and § 13 passage 7 point 2 of the Company’s Statute the following has been passed:
§ 1
The Ordinary General Meeting decides to cover the net loss of PLN 101,049 th. from the reserve capital.
§ 2
The resolution has been passed in public vote.
§ 3
The resolution is in force from the date of its passing.

Resolution No 9
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: the approval of the Supervisory Board’s activity report for 2008.
According to the art. 395 § 5 of the Commercial Companies Code the following has been passed:
§ 1
The report of the Supervisory Board’s activity for 2008 has been approved.
§ 2
The resolution has been passed in public vote.
§ 3
The resolution is in force from the date of its passing.

Resolution No 10
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: discharging of Mrs. Małgorzata Iwanejko from fulfillment of duties as the Chairman of the Management Board in the financial year 2008.
According to the art. 395 § 2 passage 3 of the Commercial Companies Code and § 13 passage 7 point 3 of the Company’s Statute the following has been passed:
§ 1
Mrs. Małgorzata Iwanejko has been discharged from fulfillment of duties as Chairman of the Management Board in 2008.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

Resolution No 11
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: discharging of Mr. Arkadiusz Krężel from fulfillment of his duties in the financial year 2008.
According to the art. 395 § 2 passage 3 of the Commercial Companies Code and § 13 passage 7 point 3 of the Company’s Statute the following has been passed:
§ 1
Mr. Arkadiusz Krężel has been discharged from fulfillment of his duties as President of the Supervisory Board in 2008.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

Resolution No 12
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: discharging of Mr. Zygmunt Urbaniak from fulfillment of his duties in the financial year 2008.
According to the art. 395 § 2 passage 3 of the Commercial Companies Code and § 13 passage 7 point 3 of the Company’s Statute the following has been passed:
§ 1
Mr. Zygmunt Urbaniak has been discharged from fulfillment of his duties as Secretary of the Supervisory Board in 2008.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

Resolution No 13
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: discharging of Mr. Adam Cich from fulfillment of his duties in the financial year 2008.
According to the art. 395 § 2 passage 3 of the Commercial Companies Code and § 13 passage 7 point 3 of the Company’s Statute the following has been passed:

§ 1
Mr. Adam Cich has been discharged from fulfillment of his duties as member of the Supervisory Board in 2008
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

Resolution No 15
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: discharging of Mr. Wojciech Sierka from fulfillment of his duties in the financial year 2008.
According to the art. 395 § 2 passage 3 of the Commercial Companies Code and § 13 passage 7 point 3 of the Company’s Statute the following has been passed:
§ 1
Mr. Wojciech Sierka has been discharged from fulfillment of his duties as member of the Supervisory Board in 2008
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

Resolution No 16
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: change in the Supervisory Board of the Company.
According to the art. 385 § 1 of the Commercial Companies Code and § 12 passage 1 of the Company’s Statute the following has been passed:

§ 1
Mr. Wojciech Sierka has been dismissed from the composition of the Supervisory Board.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

Resolution No 17
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: change in the Supervisory Board of the Company.
According to the art. 385 § 1 of the Commercial Companies Code and § 12 passage 1 of the Company’s Statute the following has been passed:
§ 1
Mr. Tadeusz Piętka has been appointed to the composition of the Supervisory Board.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

Resolution No 18
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: appointing the members of the Supervisory Board for the next term.
According to the art. 385 § 1 of the Commercial Companies Code and § 12 of the Company’s Statute the following has been passed:
§ 1
Member of the Supervisory Board, Mr. Paweł Miller has been appointed to the Supervisory Board.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

Resolution No 19
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: appointing the members of the Supervisory Board for the next term.
According to the art. 385 § 1 of the Commercial Companies Code and § 12 of the Company’s Statute the following has been passed:
§ 1
Member of the Supervisory Board, Mr. Zygmunt Urbaniak has been appointed to the Supervisory Board for the next term.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

Resolution No 20
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: acceptation to dispose the real estate.
According to the art. 393 point 4 of the Commercial Companies Code and § 13 passage 8 of the Company’s Statute the following has been passed:
§ 1
The agreement is expressed to dispose the right of perpetual use of real estate located in Toruń, signed in the estates registry as estate no 162/2 of Ha 7,1 area.
§ 2
Final sale conditions of the above mentioned real estate require the acceptation of the Supervisory Board.
§ 3
The resolution is in force from the date of its passing.

JUSTIFICATION
Expressing the agreement by the General Meeting of Boryszew S.A. to dispose real estate located in Toruń unable the Management Board of Boryszew S.A. to curry restructuring Elana Department and the free financial means unable the partly repayment of Company’s credits and buy out of bonds issued by Boryszew S.A. as well as making better the credit ability.

Resolution No 20 A
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: acceptation to dispose the real estate.
According to the art. 393 point 4 of the Commercial Companies Code and § 13 passage 8 of the Company’s Statute the following has been passed:
§ 1
The agreement is expressed to dispose the right of perpetual use of the following real estates:
1. real estate located in Godzikowice, the area of Oława, signed in the estates registry as estate no KW 18890 of Ha 3.3 area,
2. real estate located in Ścinawa, the area of Oława, signed in the estates registry as estate no KW 18891 of Ha 4.74 area,
§ 2
Final sale conditions of the above mentioned real estate require the acceptation of the Supervisory Board.
§ 3
The resolution is in force from the date of its passing.

JUSTIFICATION
Expressing the agreement by the General Meeting of Boryszew S.A. to dispose real estate located in the area of Oława unable the Management Board of Boryszew S.A. to curry restructuring and the free financial means unable the partly repayment of Company’s credits and buy out of bonds issued by Boryszew S.A. as well as making better the credit ability.


Signatures:

Małgorzata Iwanejko – Chairman of the Management Board

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