13/2011
The Management Board of Boryszew S.A. informs that the Company has got a shareholder’s motion to place in the agenda of the Extraordinary General Meeting called for February 28th, 2011 the following issues:
1. Passing resolution on change of the Company Statute regarding authorization of the Management Board to increase the initial capital in the limit of the authorized capital excluding the collection right for the hitherto existing shareholders.
2. Passing resolution on authorization of the Management Board to take actions aiming at dematerialization and admittance of new shares under authorization capital to trading on the regular market.
3. Passing resolution on removal of series A shares preference and change series A inscribed shares to bearer shares and change the Company Statute.
Draft of resolutions of the Extraordinary General Meeting of Boryszew S.A. added on the shareholder’s motion.
Ad. 1.
(Draft)
Resolution no ………
of the Extraordinary General Meeting of Boryszew S.A. of February 28th, 2011
on change of the Company Statute regarding authorization of the Management Board to increase the initial capital in the limit of the authorized capital excluding the collection right for the hitherto existing shareholders
Extraordinary General Meeting of Boryszew S.A. ( Company) acting on behalf of art. 430 § 1 and 5 , art. 444 and art. 445 § 1of the Commercial companies code and § 13 passage 8 point 4 of the Company Statute, resolves as follows:
§ 1
The following changes have been introduced in the Company Statute::
After § 6, § 6a has been introduced, as follows:
㤠6a
1. The Management Board is authorized to increase the initial capital of the Company by issue of up to 443,284,308 pieces of new shares of the total nominal not higher than PLN 44,328,430.80 (forty four million three hundred twenty eight thousand four hundred three hundred and 80/100), which is the increase under the authorization capital determined in particular in the rules of art. 444 – 447 of the Commercial companies code.
2. In the limit of authorization capital the Management Board is authorized, till December 31st, 2013, to increase the initial capital. The Management Board may execute the granted authorization by making one or several increases of the initial capital in the limit determined in § 6a passage 1 of the Statute.
3. The Management Bard having the agreement of the Supervisory Board May give under the authorization capital shares for the contributions in kind. Agreement of the Supervisory Board is also required to fix by the Management Board the issue price.
4. The Management Board is authorized to deprive shareholders of the collection right in total or in part having the agreement of the Supervisory Board in respect to each increase of the initial capital in the limit of the authorization capital determined in § 6a passage 1 of the Statute.
Justification:
It is right and profitable for the Company to introduce described in § 1of the Resolution of the new entry in the Statute regarding authorization of the Management Board to increase the initial capital in the limit of the authorization capital with depriving the collection right for the hitherto existing shareholders. Development of the Boryszew Capital Group, reposing, among others, on canvassing of other entities, requires flexible possibility of the Company to get means to finance the executed takeovers.
§ 2
The Supervisory Board is authorized to accept the single wording of the Statute, changed by his resolution.
§ 3
Resolution comes in force with the date of its passing, with legal validity from registration of the changes by the register court.
Taking into account the shareholder’s motion, placed to the Company according to art. 401 § 1 of the Commercial companies code, to enlarge the agenda of the EGM of Boryszew S.A. by the point concerning “passing resolution on change of the Company Statute regarding authorization of the Management Board to increase the initial capital in the limit of the authorized capital” the Management Board of Boryszew S.A. decides to present to the GM the written opinion motivating reasons of depriving the hitherto existing shareholders of the collection rights and the proposed issue price of shares or the way of its settlement, as follows:
“The Management Board of Boryszew S.A. admits it advisable to deprive of the collection right of the issued shares in the limits of the authorized capital considering the opportunity of placing of the shares offers to entities, which are not the Company shareholders buy they could be interested in purchase of block of shares in the primary trading. Particularly offering the new issue shares with excluding the collection right allows address the shares offers to the institutional investors, both domestic and foreign. Enlarging of share of these investors in the Company stake will affect profitably on its view and the possibility of canvass of further means from the capital market for the development. According to the Management Board the depriving shareholders of the collection right is the business of the Company.
Additionally the Management Board points that the issue price will be fixed in a most profitable way for the Company, taking into account market rating of the quoted shares and the expectations of the offered shares subscribers.”
Ad. 2.
(Draft)
Resolution no ………
of the Extraordinary General Meeting of Boryszew S.A. of February 28th, 2011
on authorization of the Management Board to take actions aiming at dematerialization and admittance of new shares under authorization capital to trading on the regular market.
Extraordinary General Meeting of Boryszew S.A. resolves as follows:
§ 1
The Management Board of the Company is authorized and obliged to take all actions necessary to conclude appropriated agreements with the National Depository for Securities S.A., in particular the agreements on registration of shares in deposit and to apply to introduce issued shares under the authorization capital to trading on the regular market – on the Warsaw Stock Exchange S.A.
§ 2
Resolution comes in force with the date of its passing.
Ad. 3.
(Draft)
Resolution no ………
of the Extraordinary General Meeting of Boryszew S.A. of February 28th, 2011
on removal of series A shares preference and change series A inscribed shares to bearer shares and change the Company Statute.
Extraordinary General Meeting of Boryszew S.A. ( Company) acting on behalf of art. 419 and art. 430 § 1 and 5 of the Commercial companies code and § 13 passage 8 point 4 of the Company Statute, resolves as follows:
§ 1
1. Preference of 224,550 series A inscribed shares has been removed in each range, e.g as far as vote, dividend and first option by the distribution of the Company assets in case of liquidity are concerned.
2. Shares mentioned in point 1 above have been changed into ordinary bearer shares.
3. Shareholders entitled of shares described in point 1 will be persons, who owned these shares at the end of February 25th, 2011.
4. Each shareholder will be paid indemnity by the Company by virtue of removal of rights connected with series A inscribed shares in the amount equal PLN 3.0 (three) for each series A inscribed share.
5. Indemnity mentioned in point 3 will be paid not later than 5 days from the date of registration of Company Statute change, implemented by the said Resolution. The Management Board of the Company will define and inform entitled shareholders about the date and way of indemnity payment.
§ 2
In § 6 passage 1 of the Company Statute words „including 32,212,500 pieces of Series A shares, out of which 224,550 pieces of inscribed, privileged and 31,987,950 pieces of ordinary bearer shares” have been replaced by: „including 32.212.500 pieces of series A ordinary bearer shares.”
§ 3
In § 6 of the Company Statute passage 6 has been added, as follows:
„6. Removal or limitation of preferences connected with different kinds of shares and the personal entitlements granted individually to the marked shareholder follows on indemnity. It concerns particularly the change of inscribed privileged shares to ordinary bearer shares.
§ 4
The Supervisory Board is authorized to accept the single wording of the Statute, changed by his resolution.
§ 5
Resolution comes in force with the date of its passing, with legal validity from registration of the changes by the register court.
The Management Board of Boryszew S.A. decides to introduce changes to the agenda of the EGM of Boryszew S.A. published on February 1st, 2011, as follows:
1. Adding as point 9 passing resolution on change of the Company Statute regarding authorization of the Management Board to increase the initial capital in the limit of the authorized capital excluding the collection right for the hitherto existing shareholders.
2. Adding as point 10 passing resolution on authorization of the Management Board to take actions aiming at dematerialization and admittance of new shares under authorization capital to trading on the regular market.
3. Adding as point 11 passing resolution on removal of series A shares preference and change series A inscribed shares to bearer shares and change the Company Statute.
4. Hitherto existing point 9 of the agenda (Closing the meeting) will get number 12 of the changed agenda.
In connection with the introduced changes, the supplemented agenda of the EGM has been presented as follows:
1. Opening of the Extraordinary General Meeting.
2. Election of the Chairman of the Meeting.
3. Stating the rightness of calling of the Ordinary General Meeting and its abilities for taking resolutions.
4. Approving of the agenda of General Meeting.
5. Election of Scrutiny Committee.
6. Passing resolution on increasing of the company initial capital by issue of Series G shares with collection law.
7. Passing resolution on authorizing the Management Board to take actions aiming at shares dematerialization and admit new issue of shares to trading on the regular market.
8. Passing resolution on changes in the Company Statute.
9. Passing resolution on change of the Company Statute regarding authorization of the Management Board to increase the initial capital in the limit of the authorized capital excluding the collection right for the hitherto existing shareholders.
10. Passing resolution on authorization of the Management Board to take actions aiming at dematerialization and admittance of new shares under authorization capital to trading on the regular market.
11. Passing resolution on removal of series A shares preference and change series A inscribed shares to bearer shares and change the Company Statute.
12. Closing the meeting.
Detailed information concerning principles of participation in the Extraordinary General Meeting and the persons authorized to participate in the EGM was published in the current report of the Company no 10/2011 of February 1st, 2011.
Drafts of resolutions of the EGM to all points of the agenda other than these added on the shareholder’s motion were published in the current report of the Company no 11/2011 of February 1st, 2011.
Signatures:
Małgorzata Iwanejko – Chairman of the Management Board
Robert Bednarski – Vice-Chairman of the Management Board