Current Report No.: 15/2020
Legal basis: Article 56 section 1 item 2 Act on Public Offering – Current and periodic information.
Contents of the report:
The Management Board of Boryszew S.A. with its registered office in Warsaw (hereinafter: “Company”, “Issuer”) publishes the content of resolutions adopted by the Extraordinary General Meeting of Boryszew S.A. on June 15, 2020 (hereinafter also “EGM”).
Resolutions adopted by the EGM:
Ad. 2 agenda
“Resolution No. 1
of the Extraordinary General Meeting of Boryszew S.A. of June 15, 2020
regarding: election of the Chairman of the General Meeting
§ 1
Extraordinary General Meeting Companies, acting pursuant to the provisions of Article 409 §1 of the Commercial Companies Code, elect the Chairman of the Extraordinary General Meeting of the Company in the person of Mr. Wiesław Jakubowski.
§ 2
The resolution shall enter into force upon its adoption. ”
In a secret ballot, 131,470.842 valid votes were cast out of 131,470,842 shares, i.e. from 54.78% shares in the Company’s share capital, whereby:
1) for adopting the resolution: 131,470,842 votes,
2) against adopting a resolution: 0 votes,
3) abstentions: 0 votes, therefore the above resolution was adopted by secret ballot.
Mr. Wiesław Jakubowski accepted the election.
Ad. 4 agenda
“Resolution No. 2
of the Extraordinary General Meeting of Boryszew S.A. of June 15, 2020
regarding: approval of the agenda
§ 1
Extraordinary General Meeting of the Company approves the agenda of the General Meeting published on the Company’s website www.boryszew.com and in the form of current report No. 10/2020 published on May 19, 2020.
§ 2
The resolution shall enter into force upon adoption.”
In open voting 131,470,842 valid votes were cast out of 131,470,842 shares, i.e. from 54.78% shares in the share capital of the Company, where:
1) for adopting the resolution: 131,470,842 votes,
2) against adopting a resolution: 0 votes,
3) abstentions: 0 votes, therefore the above resolution was adopted in an open vote.
Ad. 5 of the agenda
“Resolution No. 3
of the Extraordinary General Meeting of Boryszew S.A. of June 15, 2020
regarding: withdrawal from the appointment of the Returning Committee
§ 1
Extraordinary General Meeting The Company’s Meeting decides not to appoint a Returning Committee.
§ 2
The resolution shall enter into force upon its adoption.”
An open vote was cast131,470.842 valid votes from 131,470,842 shares, i.e. from 54.78% of the Company’s share capital, whereby:
1) for adopting the resolution: 123,245,067 votes,
2) against adopting resolutions: 0 votes,
3) abstentions: 8,225,775 votes, therefore the above resolution was adopted in an open vote.
Ad.6 of the agenda
“Resolution No. 4
of the Extraordinary General Meeting of Boryszew S.A. of June 15, 2020
regarding: merger of Boryszew S.A. (as the Acquiring Company) with SPV Boryszew 3 Spółka z o.o. (as the Acquired Company)
The Extraordinary General Meeting of Boryszew S.A. with its registered office in Warsaw, acting pursuant to Article 506 § 1 and Article 492 § 1 point 1 of the Commercial Companies Code, resolves as follows:
§ 1
1. The Extraordinary General Meeting of Boryszew S.A., after the Company’s Management Board presents, pursuant to Article 505 § 4 of the Code of Commercial Companies, significant elements of the Merger Plan and after reviewing the full documentation regarding the merger procedure, agrees to the Merger Plan agreed on May 14, 2020 by the Management Boards of Boryszew S.A. (the Acquiring Company) and SPV Boryszew 3 Spółka z o.o. (the Acquired Company), constituting Annex No. 1 to these minutes, and decides to merge Boryszew S.A. (as the Acquiring Company) with the company SPV Boryszew 3 Spółka z o.o. (as the Acquired Company) by transferring to the Acquiring Company as the sole shareholder of all the assets of the Acquired Company.
2. The merger is based on art. 492 § 1 item 1 of the Code of Commercial Companies, i.e. by transferring to the Acquiring Company all the assets of the Acquired Company by universal succession, without increasing the share capital of the Acquiring Company.
§ 2
The merger of the Companies will take place in the manner specified in art. 515 § 1 of the Code of Commercial Companies, without increasing the share capital of the Acquiring Company and on the conditions set out in the Merger Plan, which pursuant to art. 500 § 2 (1) of the Commercial Companies Code has been made available on the websites of the merging Companies at: www.boryszew.com and www.spvboryszew3.com.pl .
§ 3
Due to the fact that the Acquiring Company is the sole shareholder of the Acquired Company, the merger will be carried out in a simplified manner indicated in art.516 § 6 of the Code of Commercial Companies.
§ 4
Extraordinary General Meeting of Boryszew S.A. authorizes the Company’s Management Board to perform all necessary activities related to the merger of the Acquiring Company with the Acquired Company.
§ 5
The resolution shall enter into force on the day of its adoption with effect as of the date on which the merger is entered in the register of entrepreneurs competent for the Acquiring Company. , i.e. from 54.78% of shares in the Company’s share capital, whereby:
1) for adopting the resolution: 118.670.842 votes,
2) against adopting the resolution: 0 votes,
3 ) abstentions: 12,800,000 votes,
therefore the above resolution was adopted in an open vote.
Ad. 7 of the agenda
“Resolution No. 5
of the Extraordinary General Meeting of Boryszew S.A. of June 15, 2020
regarding: changes in the composition of the Company’s Supervisory Board
Acting pursuant to art. 385 § 1 of the Code of Commercial Companies and § 13 para. 8 point 6 of the Company’s Articles of Association, the following is resolved:
§ 1
On June 15, 2020, Mr. Wojciech Kowalczyk is appointed to the Supervisory Board of Boryszew S.A.
§ 2
The resolution shall enter into force upon its adoption.
§ 3
The resolution was passed in secret ballot. ”
In secret ballot 131,770,842 valid votes were cast from 131,470,842 shares, i.e. from 54.78% shares in the share capital of the Company, with what:
1) for adopting the resolution: 110,111,706 votes,
2) against adopting the resolution: 8,555,568 votes,
3) abstained 12,803,568 votes,
against which the above resolution was adopted by secret ballot.
At the same time, in relation to the documents subject to voting during the EGM, the Company informs that the Plan for the merger of Boryszew S.A. with SPV Boryszew 3 Spółka z o.o., which is subject to approval under item 6 of the adopted agenda, was made public via the ESPI System in current report No. 9/2020 on May 14, 2020.
The Issuer informs that as part of the Extraordinary General Meeting, no consideration was given to considering any of the items on the planned agenda and to the minutes objections raised y in respect of any resolution. All resolutions were put to the vote.
Detailed legal basis: § 19 section 1 items 6-9 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by law non-member state (Journal of Laws of 2018, item 757).
Signatures:
Piotr Lisiecki – President of the Management Board
Translation from the original Polish version.
In the event of differences resulting from the translation, reference should be made to the official Polish version.