11/2011 – Drafts of resolutions for Extrardinary General Meeting of Boryszew S.A.

11/2011

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 February 28th, 2011.

(Draft)
Resolution No 1
Of the EGM of Boryszew S.A. of February 28th, 2011
Regarding: choice of the Chairman of the General Meeting.
§ 1
The Extraordinary General Meeting makes the choice of Chairman of the OGM to …………………………………….
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 2
Of the EGM of Boryszew S.A. of February 28th, 2011
Regarding: approving of the agenda.
§ 1
The Extraordinary General Meeting approves the agenda of the Meeting published in the current report no 10/2011 on February 1st, 2011 and inserted on the web site of the Company.
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 3
Of the EGM of Boryszew S.A. of February 28th, 2011
Regarding: the choice of Scrutiny Commission.
§ 1
The Extraordinary General Meeting has made the choice of the Scrutiny Commission to ………………
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 4
Of the EGM of Boryszew S.A. of February 28th, 2011
Regarding: increasing the initial capital of the Company in the way of issue G series shares.

Acting on behalf of art. 431 § 1 and § 2 point 2, art. 432 § 1 and § 2 of the Commercial companies code and § 13 passage 8 point 4 of the Company’s Statute, it is resolved:
§ 1
1. Shares capital of the Company has been increased from the amount of PLN 112,835,784.60 (say: one hundred twelve million eight hundred thirty five thousand seven hundred eighty four and 60/100 Polish zloty) by the amount of PLN 112,835,784.60 (say: one hundred twelve million eight hundred thirty five thousand seven hundred eighty four and 60/100 Polish zloty) to 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 polish zloty) through the issue of 1,128,357,846 (say: one billion one hundred twenty eight million three hundred fifty seven thousand eight hundred forty six) of ordinary bearers G series shares of the Company of the nominal value of PLN 0.10 (say: 10/100 Polish zloty) each ( “G Series shares”).
2. Series G shares may be covered only by money deposit. Money deposit is understood as transfer to the bank account or deduction with due cash receivables of the Company and Series G shares subscriber.
3. Series G shares will participate in dividend starting from the profit for the previous year.
4. Issue of Series G shares will be by closed subscription conducted in form of public offer (according to act of July 29th, 2005 on the public offer and conditions of introducing of financial instruments to the organized turnover system and the public companies (Act on Offer).
5. The hitherto existing shareholders of the Company will be entitled the right of collection of Series G shares. For each one A, B, C, D or F shares possessed on the end of day of collection right, the shareholder of the Company is entitled to one collection right entitling to cover one Series G share.
6. The day of stating shareholders, who are entitled to the collection right of Series G shares is April 15th, 2011.
7. G series shares will not have a document form.
8. It is allowed to apply for the admission of all Series G shares, collection right of Series G shares and rights to Series G shares to the turnover on the Stock Exchange in Warsaw S.A. The Management Board of the Company is authorized for all actions connected with duties above mentioned.
9. The Management Board of the Company is authorized to take all actions connected with the increase of the share capital of the Company and the offer of Series G shares as well as to set the detailed conditions of the issue. In particular, the Management Board is authorized to: a)set rules of allocation of Series G shares, which will not be covered under the execution of collection right, b) set the dates of opening and closing of the subscription.
10. The issue price of Series G shares at the level of the nominal price, e.g PLN 0.10 (say: 10/100 Polish zloty).

§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 5
Of the EGM of Boryszew S.A. of February 28th, 2011
Regarding: authorization of the Company’s Management Board to take actions to dematerialization and to admit new shares issue to trading on the regular market.

§ 1
1. The Extraordinary General Meeting of the Company authorizes the Management Board of the Company to conclude the agreement with the KDPW S.A. on registration of new Series G shares, collection right to Series G shares and the rights to Series G shares.

2. The Extraordinary General Meeting of the Company decides that the Series G shares, collection rights of Series G shares and rights for Series G shares will be subject of admission to trading on the regulated market – market of the official quotation on the Warsaw Stock Exchange in Warsaw S.A. In such connection the General Meeting hereby authorizes and obliges the Management Board of the Company to apply for the acceptation of the prospectus connected with the public offer of Series G shares, publishing of this prospectus after accepting by the Financial Supervisory Commission as well as applying for admission of Series G shares, collection rights of Series G shares and rights for Series G shares for the trading on the official market of stock quotations.
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 6
Of the EGM of Boryszew S.A. of February 28th, 2011
Regarding: change in the Company’s Statute.

The Extraordinary General Meeting, acting according to art. 430 § 1 and 5 of the Commercial Companies Code and according to § 13 passage 8 point 4 of the Statute of Boryszew S.A. resolves as follows:
§ 1

§ 6 passage 1 of the Company’s Statute – the new wording:

“The initial capital of the Company is PLN 225,671,569.20 and is divided into 2,256,715,692 pieces of shares of a nominal value of PLN 0.10 each, including 32,212,500 A-series shares: including 224,550 inscribed preferred shares and 31,987,950 regular bearer shares; 910,278 B – series regular bearer shares; 22,563,769 C – series regular bearer shares; 7,000,000 D – series regular bearer shares and 313,432,735 E-series regular bearer shares; 752,238,564 F-series regular bearer shares and 1,128,357,846 G-series regular bearer shares”.
§2
The resolution is in force from the date of its passing.

Signatures:

Małgorzata Iwanejko – Chairman of the Management Board
Robert Bednarski – Vice-Chairman of the Management Board