11/2014 – Resolutions passed on the Extraordinary General Meeting of Boryszew S.A. dated 17 February, 2014

11/2014

The Management Board of Boryszew S.A. releases to public the contents of resolutions passed on the Extraordinary General Meeting of Boryszew S.A. on 17 February, 2014.

Resolution No 1
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February, 2014
Regarding: choice of the Chairman of the General Meeting.

§ 1
The Extraordinary General Meeting acting according to art. 409 § 1 of the commercial companies code, makes the choice of Chairman of the Extraordinary General Meeting of Boryszew S.A. to Mr. Zygmunt Urbaniak.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution comes into force from the date of its adoption.
In secret ballot it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 806,141,896 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 Extraordinary General Meeting of Boryszew S.A. dated 17 February, 2014
Regarding: approving of the agenda.

§ 1
The Extraordinary General Meeting accepts the agenda of the Meeting published on the web site of the Company at www.boryszew.com.pl and in the current report no 2/2014 published on 21 January, 2014.
§ 2
The resolution comes into force from the date of its adoption.
In public voting it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 806,141,896 votes,
2) against resolution: 0 vote,
3) sustained: 0 vote,
so the resolution was passed.

Resolution No 3
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February, 2014
Regarding: not to choose the Scrutiny Commission

§ 1
The Extraordinary General Meeting decided not to choose the Scrutiny Commission.
§ 2
The resolution comes into force from the date of its adoption.
In public voting it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 771,978,196 votes,
2) against resolution: 0 vote,
3) sustained: 34,163,700 vote,
so the resolution was passed.

Resolution No 4
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February, 2014
Regarding: consolidation of the Company’s shares and the authorization of the Management Board to take necessary action.

The Extraordinary General Meeting of Boryszew S.A. with the seat in Sochaczew, acting upon art. 430 of the Commercial company code and taking into account demands made to the public companies by the Management Board of the Warsaw Stock Exchange in Warsaw, decides as follows:
§ 1
1. The Extraordinary General Meeting of Boryszew S.A. acting upon art. 430 of the Commercial company code fixes the nominal value of Series A Boryszew’s shares in the amount of PLN 1.00 in the place of to date existing nominal value of the Company’s shares in the amount of 0.10 PLN. The total number of Series A Boryszew’s shares has been proportionally decreased from the amount of 2,200,000,000.00 to the amount of 220,000,000 saving unchanged level of the share capital (concentration of shares).
2. The Extraordinary General Meeting of Boryszew S.A. authorizes the Management Board of Boryszew S.A. to take any possible and consistent with the binding law rules action, including not mentioned in this resolution and aiming directly or indirectly at concolidation of Boryszew’s shares in such a way that 10 (ten) units of Boryszew’s shares of the nominal value of PLN 0.10 each will be changed to 1 (one) of Boryszew’s shares of the nominal value of PLN 1.00. In particular, The General Meeting , authorizes the Management Board of Boryszew S.A. to appoint the day (the reference day), according to which the number of Boryszew’s share of the nominal value of PLN 0.10 each registered on the particular security accounts and consolidated accounts in order to computation of number of Boryszew’s shares of the nominal value of PLN 1.00 each, which as a result of consolidation of Boryszew’s shares of the nominal value of PLN 0.10 each should have to be registered in their place on the above mentioned accounts, will be set.
3. The Extraordinary General Meeting of Boryszew S.A. decides that the consolidation shortages will be completed at the cost of shares rights owned by PKO Bank Polski Brokers House, who upon the agreement with Boryszew S.A. concluded on 14 February 2014 has waived his shares rights in Boryszew S.A. free of charge for the benefit of shareholders at whom the consolidation shortages will take place in such range necessary to unable to give in place of the above mentioned consolidation shortages one new share of Boryszew S.A. of the new nominal value of PLN 1.00 under the condition of passing by the General Meeting of Boryszew S.A. a resolution regarding consolidation of shares in this ratio and the change of Boryszew’s Statute, register of this change by the Register Court and appointing by the Management Board of Boryszew S.A. the reference day. All the above mentioned conditions will result on the day of conducting the operation of Boryszew’s shares consolidation in the security deposit carried by the KDPW (National Security Deposit). The consolidation shortage is each such number of Boryszew’s shares of the nominal value of PLN 0.10, registered on the security account or consolidated account which, according to the accepted ratio of consolidation, is not equal to one Boryszew’s share of the nominal value of PLN 1.00. Each consolidation shortage as at the reference day, i.e. shares of the nominal value of PLN 0.10 each, in the number from one to ten, will empower to get in place of shares of such shortage, one share of the nominal value of PLN 1.00. And the entitlements to get instead of owned by the shareholder on the reference day shares of the nominal value of PLN 0.10 each, shares of the nominal value of PLN 1.00 each will be decreased by such number of these shares, which will be necessary to complete of each such consolidation shortage to one share of the nominal value of PLN 1.00 If it would occur that the liquidation of all consolidation shortages in the above mentioned way would not be possible, then the process of shares consolidation of Boryszew’s shares could not happen.
4. The Extraordinary General Meeting of Boryszew S.A. binds Boryszew’s shareholders to check the possession status of Boryszew’s shares on the security and consolidated accounts as well as to adjust states of Boryszew’s shares registered on them in the date up to the reference day appointed by the Management Board of Boryszew S.A. in form of the current report in such a way that the number of Boryszew’s shares registered on this day makes one or multiplicity of the number 10. If the Management Board of Boryszew S.A. will not appoint other day, it is accepted that the adjustment of shares on the security accounts should take place till 26 February 2014. Such action will diminish the risk of not materialize the Boryszew’s shares’ consolidation due to the factual impossibility to realize of the resolution.
5. The Extraordinary General Meeting of Boryszew S.A. confirms hereby concluding an agreement with PKO Bank Polski Brokers House of 14 February 2014, which has worked the fulfillment of one of the included suspension conditions. The provisions of the agreement of 14 February 2014 are integral element of the process of Boryszew’s shares combination. Copy of the agreement is a number 1 Enclosure to this resolution.
6. The Extraordinary General Meeting authorizes and empowers the Management Board of Boryszew S.A. to take all necessary legal and actual steps connected with the registration of changed nominal value of the Boryszew’s shares and their number in KDPW S.A. (National Security Depository). These changes will be recorded and will exist in form of entries on the proper security and consolidation accounts.
7. The Extraordinary General Meeting authorizes and empowers the Management Board of Boryszew S.A.to apply to the Warsaw Stock Exchange with the motion to suspend the quotations in order to curry out the consolidation of Boryszew’s shares. The period of shares’ suspension should be previously agreed with KDPW S.A. (National Security Depository).
8. The Extraordinary General Meeting of Boryszew S.A. in connection with the shares consolidation in 10:1 ratio decides to adjust properly the contents of § 3 point 1 of Resolution no 4 of the Extraordinary General Meeting of Boryszew S.A. dated 13 October 2011 (with further changes) in such a way that the remuneration for one shares has been fixed as the amount not lower that PLN 1.00 (previous – PLN 0.10) and not higher that PLN 30.00 (previous – PLN 3.00).
After the above mentioned adjustment, § 3 point 1) of the above mentioned Resolution reads as follows:
“remuneration for one shares has been fixed as the amount not lower that PLN 1.00 (say: one) and not higher that PLN 30.00 (say thirty)”.
§ 2
The above mentioned resolution comes into force from the day of its passing and the changes in the Statute resulting from hereto resolution and provision of § 1 article 8 come into force from the day of registration of Boryszew’s shares’ combination made by the Registry Court.
In public voting it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 806,141,896 votes,
2) against resolution: 0 vote,
3) sustained: 0 vote,
so the resolution was passed.

Resolution No 5
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February, 2014
Regarding: change in the Statute of the Company

The Extraordinary General Meeting in relation to Resolution No. 4 of 17 February 2014 on the consolidation shares of the Company’ shares and authorization the Management Board to take necessary steps, resolves as follows:
§ 1
The share capital of the Company is PLN 220,000,000.00 and is divided into 220,000,000.00 Series A
Bearer’s shares with a nominal value of PLN 1,00 each
§ 2
The resolution comes into force from the date of registration by the register court of the above mentioned changes.
In public voting it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 806,141,896 votes,
2) against resolution: 0 vote,
3) sustained: 0 vote,
so the resolution was passed.

Resolution No 6
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February, 2014
Regarding: change in the the Company’s Articles of Association

Acting on behalf of art. 430 § 1 and 5 of the Commercial companies code and § 13 passage 8 point 4 of the Company’s Articles of Association, it is resolved:
§ 1
The Company’s registered seat shall be the City of Warsaw.
§ 2
The resolution is in force from the date of registration by the register court of the above mentioned changes.
§ 2
The resolution comes into force from the date of registration by the register court of the above mentioned changes.
In public voting it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 806,141,896 votes,
2) against resolution: 0 vote,
3) sustained: 0 vote,
so the resolution was passed.

Resolution No 7
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February 2014
Regarding: changes in the Supervisory Board

Acting on behalf of art. 385 § 1 of the Commercial Companies Code and § 13 passage 8 point 6 of the Company’s Articles of Association, it is resolved:
§ 1
Mr. Tadeusz Pietka has been dismissed from the composition of the Supervisory Board of Boryszew S.A.
§ 2
The resolution comes into force on the date of its adoption.
§3
The resolution has been passed in secret ballot.
In secret ballot it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 776,095,612 votes,
2) against resolution: 17,576,553 vote,
3) sustained: 12,469,731 vote,
so the resolution was passed.

Resolution No 8
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February 2014
Regarding: changes in the Supervisory Board

Acting on behalf of art. 385 § 1 of the Commercial Companies Code and § 13 passage 8 point 6 of the Company’s Articles of Association, it is resolved:
§ 1
Mr. Arkadiusz Krężel has been dismissed from the composition of the Supervisory Board of Boryszew S.A.
§ 2
The resolution comes into force on the date of its adoption.
§3
The resolution has been passed in secret ballot.
In secret ballot it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 776,095,612 votes,
2) against resolution: 17,576,553 vote,
3) sustained: 12,469,731 vote,
so the resolution was passed.

Resolution No 9
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February 2014
Regarding: changes in the Supervisory Board

Acting on behalf of art. 385 § 1 of the Commercial Companies Code and § 13 passage 8 point 6 of the Company’s Articles of Association, it is resolved:
§ 1
Mr. Zygmunt Urbaniak has been dismissed from the composition of the Supervisory Board of Boryszew S.A.
§ 2
The resolution comes into force on the date of its adoption.
§3
The resolution has been passed in secret ballot.
In secret ballot it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 776,095,612 votes,
2) against resolution: 17,576,553 vote,
3) sustained: 12,469,731 vote,
so the resolution was passed.

Resolution No 10
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February 2014
Regarding: changes in the Supervisory Board

Acting on behalf of art. 385 § 1 of the Commercial Companies Code and § 13 passage 8 point 6 of the Company’s Articles of Association, it is resolved:
§ 1
Mr. Mirosław Kutnik has been dismissed from the composition of the Supervisory Board of Boryszew S.A.
§ 2
The resolution comes into force on the date of its adoption.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 776,095,612 votes,
2) against resolution: 17,576,553 vote,
3) sustained: 12,469,731 vote,
so the resolution was passed.

Resolution No 11
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February 2014
Regarding: changes in the Supervisory Board

Acting on behalf of art. 385 § 1 of the Commercial Companies Code and § 13 passage 8 point 6 of the Company’s Articles of Association, it is resolved:
§ 1
Mr. Arkadiusz Krężel has been appointed to the composition of the Supervisory Board of Boryszew S.A.
§ 2
The resolution comes into force on the date of its adoption.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 777,941,612 votes,
2) against resolution: 20,232,038 vote,
3) sustained: 7,968,246 vote,
so the resolution was passed.

Resolution No 12
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February 2014
Regarding: changes in the Supervisory Board

Acting on behalf of art. 385 § 1 of the Commercial Companies Code and § 13 passage 8 point 6 of the Company’s Articles of Association, it is resolved:
§ 1
Mr. Zygmunta Urbaniaka has been appointed to the composition of the Supervisory Board of Boryszew S.A.
§ 2
The resolution comes into force on the date of its adoption.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 777,941,612 votes,
2) against resolution: 20,232,038 vote,
3) sustained: 7,968,246 vote,
so the resolution was passed.

Resolution No 13
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February 2014
Regarding: changes in the Supervisory Board

Acting on behalf of art. 385 § 1 of the Commercial Companies Code and § 13 passage 8 point 6 of the Company’s Articles of Association, it is resolved:
§ 1
Mr. Mirosław Kutnik has been appointed to the composition of the Supervisory Board of Boryszew S.A.
§ 2
The resolution comes into force on the date of its adoption.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 777,941,612 votes,
2) against resolution: 20,232,038 vote,
3) sustained: 7,968,246 vote,
so the resolution was passed.

Resolution No 14
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February 2014
Regarding: changes in the Supervisory Board

Acting on behalf of art. 385 § 1 of the Commercial Companies Code and § 13 passage 8 point 6 of the Company’s Articles of Association, it is resolved:
§ 1
Mr. Janusz Siemieniec has been appointed to the composition of the Supervisory Board of Boryszew S.A.
§ 2
The resolution comes into force on the date of its adoption.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 777,941,612 votes,
2) against resolution: 20,232,038 vote,
3) sustained: 7,968,246 vote,
so the resolution was passed.

Resolution No 15
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February 2014
Regarding: changes in the Supervisory Board

Acting on behalf of art. 385 § 1 of the Commercial Companies Code and § 13 passage 8 point 6 of the Company’s Articles of Association, it is resolved:
§ 1
Mr. Jana Bogolubow has been appointed to the composition of the Supervisory Board of Boryszew S.A.
§ 2
The resolution comes into force on the date of its adoption.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 777,941,612 votes,
2) against resolution: 20,232,038 vote,
3) sustained: 7,968,246 vote,
so the resolution was passed.

Resolution No 16
Of the Extraordinary General Meeting of Boryszew S.A. dated 17 February 2014
Regarding: changes in the Supervisory Board

Acting on behalf of art. 385 § 1 of the Commercial Companies Code and § 13 passage 8 point 6 of the Company’s Articles of Association, it is resolved:
§ 1
Mr. Tadeusz Pietka has been appointed to the composition of the Supervisory Board of Boryszew S.A.
§ 2
The resolution comes into force on the date of its adoption.
§ 3
The resolution has been passed in secret ballot.
In secret ballot it voted 806,141,896 valid votes out of 806,141,896 shares, i.e. out of 36.64 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 777,941,612 votes,
2) against resolution: 20,232,038 vote,
3) sustained: 7,968,246 vote,
so the resolution was passed.

Signatures:

Piotr Szeliga – President of the Management Board