113/2015
The Management Board of Boryszew S.A. releases to public the contents of drafts of resolutions, which will be subjects of discussion on the Extraordinary General Meeting of Boryszew S.A. on 8 October, 2015.
(Draft)
Resolution No 1
Of the Extraordinary General Meeting of Boryszew S.A., dated 8 October, 2015
Regarding: election of the Chairperson of the General Meeting
§ 1
The Extraordinary General Meeting makes the choice of Chairman of the OGM to …………….. …………………………………….
§ 2
The resolution has been passed in secret ballot.
§ 3
This Resolution shall come into force on the day of adoption.
(Draft)
Resolution No 2
Of the Extraordinary General Meeting of Boryszew S.A., dated 8 October, 2015
Regarding: adoption of the agenda of the General Meeting
§ 1
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 112/2015, published on 11 September, 2015.
§ 2
This Resolution shall come into force on the day of adoption.
(Draft)
Resolution No 3
Of the Extraordinary General Meeting of Boryszew S.A., dated 8 October, 2015
Regarding: choice of Scrutiny Commission
§ 1
The Extraordinary General Meeting made the choice of the Scrutiny Commission to ………………
§ 2
This Resolution shall come into force on the day of adoption.
(Draft)
Resolution No 4
Of the Extraordinary General Meeting of Boryszew S.A., dated 8 October, 2015
Regarding: approval of the disposal (including filing to another entity in the form of contribution in kind) of an organized part of the Company in the form of a Branch Nowoczesne Produkty Aluminiowe Skawina.
The Extraordinary General Meeting, acting according to art. 393 point 3 of the Commercial Companies Code and according to § 13 passage 8 point 10 of the Company’s Articles of Association, resolves as follows:
§ 1
1. The General Meeting decides to express its agreement for disposal (including filing to another entity in the form of contribution in kind) of an organized part of the Company Boryszew S.A. including, at the day of disposal, organizational and financial separated in the Company unit of tangible and intangible assets (including liabilities), assigned for realization of the economic targets, creating separated in the internal organization structure of the Company Branch Nowoczesne Produkty Aluminiowe Skawina with the seat in Skawina.
2. Organized part of the Company Boryszew S.A. will disposal (including filing to another entity in the form of contribution in kind) based on a valuation of its market value drawn up by an authorized entity.
§ 2
The Management Board of Boryszew S.A. will be responsible for the execution of the resolution, including choice of entity, to which will be disposal in kind organized part of the Company and the price of disposal. At the same time the Management Board of the Company is obliged by the General Meeting, before the contribution in kind, to get the approval of the Supervisory Board expressed in the resolution on execution of this action.
§ 3
This Resolution shall come into force on the date of adoption.—————————————————–
Justification of the resolution:
According to the agreement concluded on 31 August 2015 regarding disposal of Branch Nowoczesne Produktu Aluminiowe Skawina, one of the conditions of the transaction was the agreement of the competent corporate bodies on the proposed transaction. In accordance with Art. 393 item 3 of the Commercial Companies Code, the sale of the business or its organized part requires the approval of the General Meeting.
(Draft)
Resolution No 5
Of the Extraordinary General Meeting of Boryszew S.A., dated 8 October, 2015
Regarding: approval the change of Company’s Articles of Association
Acting on behalf of an article 430 § 1 and § 5 of the Commercial Companies Code and § 13 passage 8 point 4 of the Company’s Articles of Association, hereby resolves:
§ 1
Change the current wording of § 12 passage 11 point 9 of Company’s Article of Association, as follows:
9) approval of the Management Board’s motions regarding:
a) creating and closing of branches and other spinned off organization entities of the Company,
b) purchase and disposal of real estates, perpetuity or share in the real estate,
c) effecting activities aiming at covering, disposal or purchase stakes and shares in case when the value of transaction exceeds 1/20 part of the initial capital of the Company,
d) purchase and disposal of fixed assets, which value exceeds 1/20 part of the initial capital of the Company,
e) concluding by the Company the credits and loans agreements, giving guarantees and warranties if their value exceeds 1/10 part of the initial capital of the Company,
§ 2
The resolution is in force from the date of registration of the change by the Registry Court.
(Draft)
Resolution No 6
Of the Extraordinary General Meeting of Boryszew S.A., dated 8 Ocotber, 2015
Regarding: changes in the Supervisory Board
Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 passage 8 point 6 of the Company’s Articles of Association, hereby resolves:
§ 1
Mr./Mrs. …………………………………. has been dismissed from the composition of the Supervisory Board from ………………..
§ 2
The resolution has been passed in secret ballot.
§ 3
This Resolution shall come into force on the day of adoption.
Justification of the resolution:
Resolution results from the fact of placing in the agenda of General Meeting point concerning 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 Extraordinary General Meeting of Boryszew S.A., dated 8 October, 2015
Regarding: changes in the Supervisory Board
Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 passage 8 point 6 of the Company’s Articles of Association, hereby resolves:
§ 1
Mr./Mrs. …………………………………. has been appointed to the composition of the Supervisory Board from ………………..
§ 2
According to appointed Mr./Mrs. ……………………………. to the composition of the Supervisory Board of Boryszew S.A., the Supervisory Board the current legislature is composed of:
1) ……………………………………………….
2) ……………………………………………….
3) ……………………………………………….
4) ……………………………………………….
5) ……………………………………………….
§ 3
The resolution has been passed in secret ballot.
This Resolution shall come into force on the day of adoption.
Justification of the resolution:
Resolution results from the fact of placing in the agenda of General Meeting point concerning 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.
Translation from the original Polish version
In the event of differences resulting from the translation, reference should be made to the official Polish version.