16/2011 – Resolutions passed on the Extrardinary General Meeting of Boryszew S.A.

16/2011

The Management Board of Boryszew S.A. gives to public knowledge the contents of resolutions passed on the Extraordinary General Meeting of Boryszew S.A. on February 28th, 2011.

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

In the secret ballot it voted 758,368,717 valid votes out of 758,368,717 shares, e.g out of 67.19% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………. 758,368,717 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes.
The resolution has been passed.

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 inserted on the web site of the Company at www.ir.boryszew.com.pl and in the form of the current report no 10/2011 on February 1st, 2011 supplemented on the shareholder’s motion and published in the form of the current report no 13/2011 of February 10th, 2011..
§ 2
The resolution is in force from the date of its passing.

In the recorded vote it voted 758,368,717 valid votes out of 758,368,717 shares, e.g out of 67.19% shares in the initial capital of the Company, as follows:
4) for taking resolution …………………………. 756,368,717 votes,
5) against resolution ……………………………… 2,000,000 votes,
6) sustained …………………………………………………..0 votes.
The resolution has been passed.

Resolution No 3
Of the EGM of Boryszew S.A. of February 28th, 2011
Regarding: not to chose the Scrutiny Commission.

§ 1
The Extraordinary General Meeting has decided not to chose the Scrutiny Commission.
§ 2
The resolution is in force from the date of its passing.

In the recorded voting it voted 758,368,717 valid votes out of 758,368,717 shares, e.g out of 67.19% shares in the initial capital of the Company, as follows:
7) for taking resolution …………………………. 758,368,717 votes,
8) against resolution …………………………………………0 votes,
9) sustained …………………………………………………..0 votes.
The resolution has been passed.

Resolution no 4a
Of the EGM of Boryszew S.A. of February 28th, 2011

Acting on behalf of art. 401 § 5of the Commercial companies code, it is resolved:

Change has been made in the point 3 of the resolution draft of EGM of Boryszew S.A. regarding increasing of the initial capital of the Company by issue of Series G shares with allocation right, so that the proposed point 3 “Series G shares will participate in dividend starting from the profit for the previous year” has the following wording:

“Series G shares will participate in dividend on the following rules:

a. Series G shares registered for the first time on the security papers account at the latest on the day of dividend fixed in the GM’s resolution on profit distribution, participate in dividend starting from the profit for the previous year, e.g. from January 1st of the turning year directly previous to the year, in which shares have been given or registered for the first time on the security papers account.
b. Series G shares registered for the first time on the security papers account on the day after dividend fixed on the GM on profit distribution, participate in dividend starting from the profit for the turning year, in which shares have been given or registered for the first time on the security papers account.

In the recorded voting it voted 758,368,717 valid votes out of 758,368,717 shares, e.g out of 67.19% shares in the initial capital of the Company, as follows:
10) for taking resolution …………………………. 744,725,721 votes,
11) against resolution …………………………………………0 votes,
12) sustained ……………………………………… 13,642,996 votes.
The resolution has been passed.

Resolution No 4b
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 with allocation right

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 on the following rules:
a. Series G shares registered for the first time on the security papers account at the latest on the day of dividend fixed in the GM’s resolution on profit distribution, participate in dividend starting from the profit for the previous year, e.g. from January 1st of the turning year directly previous to the year, in which shares have been given or registered for the first time on the security papers account.
b. Series G shares registered for the first time on the security papers account on the day after dividend fixed on the GM on profit distribution, participate in dividend starting from the profit for the turning year, in which shares have been given or registered for the first time on the security papers account.
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.

In the recorded voting it voted 758,368,717 valid votes out of 758,368,717 shares, e.g out of 67.19% shares in the initial capital of the Company, as follows:
13) for taking resolution …………………………. 753,598,350 votes,
14) against resolution ……………………………… 29,580 votes,
15) sustained …………………………………………4,727,787 votes.
The resolution has been passed.

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.

In the recorded voting it voted 758,368,717 valid votes out of 758,368,717 shares, e.g out of 67.19% shares in the initial capital of the Company, as follows:
16) for taking resolution …………………………. 756,335,040 votes,
17) against resolution ……………………………… 2,033,677 votes,
18) sustained …………………………………………………..0 votes.
The resolution has been passed.

Resolution No 6
Of the EGM of Boryszew S.A. of February 28th, 2011
Regarding: change in the Company 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 with the legal validity from the date of the change register by the register Court.

In the recorder voting it voted:
– inscribed shares: in the recorded voting it voted 394,000 valid votes out of 197,000 shares, e.g out of 0.02% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………….. 394,000 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes.

– bearer shares: in the recorded voting it voted 757,974,717 valid votes out of 757,974,717 shares, e.g out of 67.18% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………. 756,541,340 votes,
2) against resolution ……………………………… 1,433,377 votes,
3) sustained …………………………………………………..0 votes.

Resolution No 7
Of the EGM of Boryszew S.A. of February 28th, 2011
Regarding: 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.
The Extraordinary General Meeting has been acquainted with the opinion of the Management Board, 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.”
and it states that deprivation of the shareholders of the shares collection rights is in the interests of the Company.
§ 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.

In the recorder voting it voted:
– inscribed shares: in the recorded voting it voted 394,000 valid votes out of 197,000 shares, e.g out of 0.02% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………….. 394,000 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes.

– bearer shares: in the recorded voting it voted 757,974,717 valid votes out of 757,974,717 shares, e.g out of 67.18% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………. 747,182,152 votes,
4) against resolution ……………………………… 1,416,797 votes,
5) sustained ……………………………………… 9,375,768 votes.
The resolution has been passed.

Resolution No 8
Of the EGM of Boryszew S.A. of February 28th, 2011
Regarding: 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.

In the recorded voting it voted 758,368,717 valid votes out of 758,368,717 shares, e.g out of 67.19% shares in the initial capital of the Company, as follows:
19) for taking resolution …………………………. 713,543,232 votes,
20) against resolution ……………………………… 30,910,114 votes,
21) sustained ……………………………………… 13,915,371 votes.
The resolution has been passed.

Resolution No 9
Of the EGM of Boryszew S.A. of February 28th, 2011
Regarding: 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.

In the recorder voting it voted:
– inscribed shares: in the recorded voting it voted 394,000 valid votes out of 197,000 shares, e.g out of 0.02% shares in the initial capital of the Company, as follows:
6) for taking resolution …………………………….. 394,000 votes,
7) against resolution …………………………………………0 votes,
8) sustained …………………………………………………..0 votes.

– bearer shares: in the recorded voting it voted 757,974,717 valid votes out of 757,974,717 shares, e.g out of 67.18% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………. 744,059,346 votes,
9) against resolution ……………………………… 54,008 votes,
10) sustained ……………………………………… 13,861,363 votes.
The resolution has been passed.

Signatures:

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