23/2020 – Resolutions adopted by the Ordinary General Meeting on July 23, 2020

Current Report No. 23/2020

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. presents the content of resolutions adopted by the Ordinary General Meeting of Boryszew S.A. on July 23, 2020.

 

Resolutions adopted by the OGM held on 23 July 2020

 

“Resolution No. 1
of the Ordinary General Meeting of Boryszew S.A. dated 23 July, 2020

on: election of the Chairman of the General Meeting

• 1
  The General Meeting of the Company, acting pursuant to the provisions of Article 409 §1 of the Code of Commercial Companies, elects the Chairman of the Annual General Meeting of the Company in person Wiesław Jakubowski.
  § 2
  The resolution shall enter into force upon its adoption. ”
  In a secret ballot, 130,417.909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the Company’s share capital, whereby:

1) for adopting the resolution: 130,417,909 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.

 

“Resolution No. 2
of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020
regarding: adoption of the agenda of the General Meeting

• 1
  The Ordinary General Meeting of the Company approves the agenda of the Meeting published on the Company’s website www.boryszew.com and in the form of current report No. 19/2020 published on June 26, 2020.
• 2
  The resolution shall enter into force upon its adoption. “

In open voting 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,417,909 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 0 votes,

therefore the above resolution was adopted in an open vote.

 

“Resolution No. 3
of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020
regarding: election of the Returning Committee
§ 1
The Ordinary General Meeting of the Company decides not to appoint a Returning Committee.

• 2
  The resolution is into force upon adoption. “

In open voting 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 121,923,322 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 8,494,587 votes,

therefore the above resolution was adopted in an open vote.

“Resolution No. 4
of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020
regarding: approval of the report on the activities of Boryszew S.A. and the Boryszew Capital Group in 2019

• 1
  The General Meeting of the Company approves the report on the activities of Boryszew S.A. and the Boryszew Capital Group in 2019.
  § 2
  The resolution shall enter into force upon its adoption. “

In open voting 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,367,075 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 50,834 votes,

therefore the above resolution was adopted in an open vote.

 

“Resolution No. 5
of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020
regarding: approval of the financial statements of Boryszew S.A. for 2019

 

Acting pursuant to art. 395 § 2 item 1 of the Code of Commercial Companies and § 13 para. 8 item 1 of the Company’s Articles of Association, the following is resolved:
§ 1

The General Meeting of the Company approves the financial statements of Boryszew S.A. for the period from January 1, 2019 to December 31, 2019, covering:

• the separate statement of financial position prepared as at December 31, 2019, which on the assets and equity and liabilities side shows the amount of PLN 1,636,337 thousand,
• the separate statement of comprehensive income for the period from January 1, 2019 to December 31, 2019, showing a net loss of PLN 173,789 thousand and total comprehensive income in the amount of PLN (173.877) thousand,
• the separate statement of changes in equity for the period from January 1, 2019 to December 31, 2019, showing a decrease in equity by PLN 178,393 thousand,
• the separate statement of cash flow for the period from January 1, 2019 to December 31, 2019, showing an increase in cash by PLN 6,475,000 thousand,
• 2
  The resolution shall enter into force upon its adoption. ”
  In open voting 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,367,075 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 50,834 votes,

therefore the above resolution was adopted in an open vote.

 

“Resolution No. 6

of the Ordinary of the General Meeting of Boryszew S.A. of July 23, 2020

regarding: approval of the consolidated financial statements of the Group for 2019

 

Acting pursuant to Article 395 § 5 of the Commercial Companies Code, the following is resolved:
§ 1

The General Meeting of the Company approves the consolidated financial statements of the Group for 2019 comprised of:

• the consolidated statement of financial position prepared as at December 31, 2019, which on the assets side and on the equity and liabilities side, it shows the sum of PLN 4,788,372 thousand,
• the consolidated statement of comprehensive income for the period from January 1, 2019 to December 31, 2019, showing a net loss of 98.745 thousand PLN and total comprehensive income in the amount of (98,206) thous. PLN,
• the statement of changes in consolidated equity for the period from January 1, 2019 to December 31, 2019, showing a decrease in equity by PLN 259,850 thousand. PLN,
• the consolidated statement of cash flows for the period from January 1, 2019 to December 31, 2019, showing an increase in cash by PLN 81,974 thousand,
• 2

The resolution shall enter into force upon its adoption. ”

In open voting 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,367,075 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 50,834 votes,

therefore the above resolution was adopted in an open vote.

 

“Resolution No. 7

of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020

concerning: to grant discharge to Mr. Piotr Lisiecki, in respect of his performance of duties in 2019.

 

Acting pursuant to art. 395 § 2 point 3 of the Commercial Companies Code and § 13 para. 8 point 3 of the Company’s Articles of Association, the following is resolved:
§ 1

The General Meeting of Boryszew S.A. grants discharge to Mr. Piotr Lisiecki in respect of his performance of duties as President of the Company’s Management Board in the period from January 1, 2019 to December 31, 2019.

• 2

The resolution shall enter into force upon its adoption.”

In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,367,075 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 50,834 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 8

of the Ordinary General Meeting of Boryszew S.A. dated 23 July, 2020

concerning: to grant discharge to Mr. Aleksander Baryś, in respect of his performance of duties in 2019.

 

Acting pursuant to art. 395 § 2 point 3 of the Commercial Companies Code and § 13 para. 8 point 3 of the Company’s Articles of Association, the following is resolved:

• 1

The General Meeting of Boryszew S.A. grants discharge to Mr. Aleksander Baryś in respect of his performance of duties as Member of the Company’s Management Board in the period from January 1, 2019 to August 31, 2019.

• 2

The resolution shall enter into force upon its adoption. ”

In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,367,075 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 50,834 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 9

of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020

concerning: to grant discharge to Mr. Mikołaj Budzanowski, in respect of his performance of duties in 2019.

 

Acting pursuant to art. 395 § 2 point 3 of the Commercial Companies Code and § 13 para. 8 point 3 of the Company’s Articles of Association, the following is resolved:
§ 1

The General Meeting of Boryszew S.A. grants discharge to Mr. Mikołaj Budzanowski in respect of his performance of duties as Member of the Company’s Management Board in the period from January 1, 2019 to December 31, 2019.

• 2

The resolution shall enter into force upon its adoption.”

In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,367,075 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 50,834 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 10

of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020

concerning: to grant discharge to Mr. Krzysztof Kołodziejczyk, in respect of his performance of duties in 2019.

 

Acting pursuant to art. 395 § 2 point 3 of the Commercial Companies Code and § 13 para. 8 point 3 of the Company’s Articles of Association, the following is resolved:

• 1

The General Meeting of Boryszew S.A. grants discharge to Mr. Krzysztof Kołodziejczyk in respect of his performance of duties as Member of the Company’s Management Board in the period from September 1, 2019 to December 31, 2019.

• 2
  The resolution shall enter into force upon its adoption. ”
  In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,367,075 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 50,834 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 11

of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020

concerning: to grant discharge to Mr. Cezary Pyszkowski, in respect of his performance of duties in 2019.

 

Acting pursuant to art. 395 § 2 point 3 of the Commercial Companies Code and § 13 para. 8 point 3 of the Company’s Articles of Association, the following is resolved:
§ 1

The General Meeting of Boryszew S.A. grants discharge to Mr. Cezary Pyszkowski in respect of his performance of duties as Member of the Company’s Management Board in the period from January 1, 2019 to April 29, 2019.

• 2

The resolution shall enter into force upon its adoption. ”

In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,367,075 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 50,834 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 12

of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020

concerning: to grant discharge to Mr. Janusz Siemieniec, in respect of his performance of duties in 2019.

 

Acting pursuant to art. 395 § 2 point 3 of the Commercial Companies Code and § 13 para. 8 point 3 of the Company’s Articles of Association, the following is resolved:

• 1

The General Meeting of Boryszew S.A. grants discharge to Mr. Janusz Siemieniec, in respect of his performance of duties as Chairman of the Company’s Supervisory Board, in the period from January 1, 2019 to March 31, 2019.

• 2

The resolution shall enter into force upon its adoption.”

In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,367,075 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 50,834 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 13
of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020

concerning: to grant discharge to Mr. Arkadiusz Krężel, in respect of his performance of duties in 2019.

 

Acting pursuant to art. 395 § 2 point 3 of the Commercial Companies Code and § 13 para. 8 point 3 of the Company’s Articles of Association, the following is resolved:

• 1

The General Meeting of Boryszew S.A. grants discharge to Mr. Arkadiusz Kręzel, in respect of his performance of duties as:

• as Member of the Company’s Supervisory Board in the period from January 1, 2019 to April 7, 2019,
• as Chairman of the Company’s Supervisory Board, in the period from April 7, 2019 to December 31, 2019.
• 2

The resolution shall enter into force upon its adoption.”

In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,367,075 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 50,834 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 14

of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020

concerning: to grant discharge to Mr. Janusz Wiśniewski, in respect of his performance of duties in 2019.

 

Acting pursuant to art. 395 § 2 point 3 of the Commercial Companies Code and § 13 para. 8 point 3 of the Company’s Articles of Association, the following is resolved:

• 1

The General Meeting of Boryszew S.A. grants discharge to Mr. Janusz Wiśniewski, in respect of his performance of duties as:

• as Member of the Company’s Supervisory Board in the period from January 17, 2019 to April 7, 2019,
• as Deputy Chairman of the Company’s Supervisory Board, in the period from April 8, 2019 to December 31, 2019.
• 2

The resolution shall enter into force upon its adoption.”

In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,367,075 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 50,834 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 15

of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020

concerning: to grant discharge to Mr. Mirosław Kutnik, in respect of his performance of duties in 2019.

 

Acting pursuant to art. 395 § 2 point 3 of the Commercial Companies Code and § 13 para. 8 point 3 of the Company’s Articles of Association, the following is resolved:

• 1

The General Meeting of Boryszew S.A. grants discharge to Mr. Mirosław Kutnik, in respect of his performance of duties as Secretary of the Supervisory Board in the period from January 1, 2019 to December 31, 2019.

• 2

The resolution shall enter into force upon its adoption.”

In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,367,075 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 50,834 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 16

of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020

concerning: to grant discharge to Mr. Jarosław Antosik, in respect of his performance of duties in 2019.

 

Acting pursuant to art. 395 § 2 point 3 of the Commercial Companies Code and § 13 para. 8 point 3 of the Company’s Articles of Association, the following is resolved:

• 1

The General Meeting of Boryszew S.A. grants discharge to Mr. Jarosław Antosik, in respect of his performance of duties as Member of the Supervisory Board in the period from January 1, 2019 to December 31, 2019.

• 2
  The resolution shall enter into force upon its adoption. “

In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,367,075 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 50,834 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 17

of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020

concerning: to grant discharge to Ms. Małgorzata Waldowska, in respect of his performance of duties in 2019.

 

Acting pursuant to art. 395 § 2 point 3 of the Commercial Companies Code and § 13 para. 8 point 3 of the Company’s Articles of Association, the following is resolved:

• 1

The General Meeting of Boryszew S.A. grants discharge to Ms. Małgorzata Waldowska, in respect of her performance of duties as Member of the Supervisory Board in the period from January 1, 2019 to December 31, 2019.

• 2
  The resolution shall enter into force upon adoption.”
  In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,367,075 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 50,834 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 18
of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020
concerning: coverage of net loss for 2019

 

Acting pursuant to art. 395 § 2 point 2 of the Code of Commercial Companies and § 13 para. 8 point 2 of the Company’s Articles of Association, the following is resolved:

• 1

The Ordinary General Meeting of Boryszew S.A. decides to cover the net loss disclosed
in the Company’s financial statements for 2019 in the amount of PLN 173,789 thousand from future periods profits.

• 2

The resolution shall enter into force upon its adoption.”

In open voting 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 130,417,909 votes,

2) against adopting a resolution: 0 votes,

3) abstentions: 0 votes,

therefore the above resolution was adopted in an open vote.

 

“Resolution No. 19
of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020
concerning: appointment of the Company’s Supervisory Board for a new common term of office

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
Mr. Jarosław Antosik is hereby appointed to the Supervisory Board of Boryszew S.A. for a new term of office.
§ 2
The resolution shall enter into force upon its adoption. ”
In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 122,111,706 votes,

2) against adopting a resolution: 8,302,635 votes,

3) abstentions: 3,568 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 20
of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020
concerning: appointment of the Company’s Supervisory Board for a new common term of office

 

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
Mr. Wojciech Kowalczyk is hereby appointed to the Supervisory Board of Boryszew S.A. for a new term of office.
§ 2
The resolution shall enter into force upon its adoption. ”
In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 122,111,706 votes,

2) against adopting a resolution: 8,302,635 votes,

3) abstentions: 3,568 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 21
of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020
concerning: appointment of the Company’s Supervisory Board for a new common term of office

 

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

Mr. Andrzej Juszczyński is hereby appointed to the Supervisory Board of Boryszew S.A. for a new term of office.

• 2

The resolution shall enter into force upon its adoption. ”

In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 122,111,706 votes,

2) against adopting a resolution: 8,302,635 votes,

3) abstentions: 3,568 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 22
of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020
concerning: appointment of the Company’s Supervisory Board for a new common term of office

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
Mr. Mirosław Kutnik is hereby appointed to the Supervisory Board of Boryszew S.A. for a new term of office.
§ 2
The resolution shall enter into force upon its adoption. ”
In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 122,111,706 votes,

2) against adopting a resolution: 8,302,635 votes,

3) abstentions: 3,568 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 23
of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020
concerning: appointment of the Company’s Supervisory Board for a new common term of office

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
Ms. Małgorzata Waldowska is hereby appointed to the Supervisory Board of Boryszew S.A. for a new term of office.
§ 2
The resolution shall enter into force upon its adoption. ”
In a secret ballot, 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 122,111,706 votes,

2) against adopting a resolution: 8,302,635 votes,

3) abstentions: 3,568 votes,

therefore the above resolution was adopted by secret ballot.

 

“Resolution No. 24

of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020

regarding: adoption of the Remuneration Policy for members of the Management Board and Supervisory Board of Boryszew S.A.

 

Acting pursuant to art. 90d of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (Journal of Laws of 2005, No. 184, item 1539, i.e. Journal of Laws of 2019, item 623), adopt the following resolution:
§ 1

The General Meeting hereby adopts the Remuneration Policy for members of the Management Board and Supervisory Board of Boryszew S.A., the content of which is attached to this resolution.

• 2

The resolution shall enter into force upon its adoption.”

In open voting 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 129,828,837 votes,

2) against adopting a resolution: 589,072 votes,

3) abstentions: 0 votes,

therefore the above resolution was adopted in an open vote.

 

“Resolution No. 25

of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020

regarding: disposal (including transfer to another entity in the form of an in-kind contribution) of an organized part of the enterprise of the Company – the Nylonbor Branch in Sochaczew

 

Acting pursuant to art. 393 item 3 of the Code of Commercial Companies and § 13 para. 8 point 10) of the Company’s Articles of Association, the General Meeting of Boryszew S.A. resolves as follows:
§ 1

1. The General Meeting consents to the sale (including a contribution in kind) to an organized part of the Company’s enterprise (within the meaning of Article 551 of the Civil Code and Article 4a point 4 of the Corporate Income Tax Act), covering organizationally, functionally and financially a set of tangible and intangible components separated in the internal organizational structure of the Company’s enterprise intended to perform the assigned economic tasks, creating a separate in the internal organizational structure of the Company, in the form of a Nylonbor Branch in Sochaczew (“ZCP”).
   2. An organized part of the enterprise of Boryszew S.A. will be disposed of (including in kind) based on the valuation of its market value.

• 2

The General Meeting of the Company authorizes the Management Board of the Company to take any factual and legal actions that prove necessary or helpful to implement this resolution, including the selection of an entity for which a part of the Company’s enterprise will be sold, determining the terms of the contract for the sale of an organized part of the enterprise and the sale price are entrusted to the Company’s Management Board, except that the General Meeting of Boryszew S.A. obliges the Management Board of the Company, before concluding the contract, to obtain the consent of the Supervisory Board expressed in the resolution to carry out this transaction.

• 3

The resolution shall enter into force upon its adoption. ”

In open voting 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 110,115,274 votes,

2) against adopting a resolution: 8,303,935 votes,

3) abstentions: 12,000,000 votes,

therefore the above resolution was adopted in an open vote.

 

“Resolution no. 26

of the Ordinary General Meeting of Boryszew S.A. of July 23, 2020
regarding: changes in the remuneration policy for members of the Supervisory Board of Boryszew S.A.

The General Meeting of Boryszew S.A., acting pursuant to art. 392 § 1 of the Code of Commercial Companies and § 13 para. 8 point 7 of the Company’s Articles of Association, the following is resolved:
§ 1

1. The monthly remuneration of members of the Supervisory Board is set at:
2. Chairman of the Supervisory Board PLN 10,000 gross,
3. Deputy Chairman of the Supervisory Board PLN 8,000 gross,
4. Other members of the Supervisory Board PLN 6,000 gross.
5. Members of the Supervisory Board who are also members of the Audit Committee receive an additional PLN 1,000 gross per month.

• 2

The resolution shall enter into force upon its adoption. ”

In open voting 130,417,909 valid votes were cast out of 130,417,909 shares, i.e. from 54.34% shares in the share capital of the Company, where:

1) for adopting the resolution: 129,828,837 votes,

2) against adopting a resolution: 585,504 votes,

3) abstentions: 3,568 votes,

therefore the above resolution was adopted in an open vote.

Concurrently, with reference to the documents being the subject of voting during the OGM, the Company informs that the financial statement, consolidated financial statement and the report on activities of Boryszew S.A. and Boryszew Capital Group in 2019 being the subject of approval within the points 6-8 of the adopted agenda were made public through ESPI System on May 28, 2020, the report on activities of the Supervisory Board in 2019 being the subject of approval within the point 9 of the agenda and the Remuneration Policy of the members of the Management Board and the Supervisory Board of Boryszew S.A, being subject of the approval within the point 14 of the agenda was made public through the ESPI System on May 26th , 2020 jointly with draft resolutions of the OGM of Boryszew S.A.

The Issuer informs that during the Ordinary General Meeting of Shareholders, no items of the planned agenda were abandoned and no objections to any of the resolutions were raised to the minutes. All the resolutions put to the vote were adopted.

 

Detailed legal basis:

§ 19.1(6) and (8) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognised as equivalent.

 

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.