25/2012 – Drafts of resolutions for Ordinary General Meeting of Boryszew S.A. of May 28th, 2012

25/2012

The Management Board of Boryszew S.A. gives to public knowledge the contents of drafts of resolutions, which will be discussed on the Ordinary General Meeting of Boryszew S.A. on May 28th, 2012.

(Draft)
Resolution No 1
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: choice of the Chairman of the General Meeting.

The Ordinary General Meeting makes the choice of Chairman of the OGM to …………………………………….

(Draft)
Resolution No 2
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: approving of the agenda.

Ordinary General Meeting accepts the agenda of the Meeting published on the web site of the Company at www.ir.boryszew.com.pl and in the current report no 24/2012 published on April 30th, 2012.

(Draft)
Resolution No 3
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: choice of Scrutiny Commission

The Ordinary General Meeting made the choice of the Scrutiny Commission to ………………

(Draft)
Resolution No 4
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: approval of the Management Board’s Report on Company’s activity in 2011.

Acting on behalf of art. 395 § 2 point 1 of the Commercial companies code and § 13 passage 8 point 1 of the Company Statute, it is resolved:
§ 1
The Management Board’s Report on Company’s activity in 2011 has been approved.
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 5
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: approval of the Company financial report for 2011.

Acting on behalf of art. 395 § 2 point 1 of the Commercial companies code and § 13 passage 8 point 1 of the Company Statute, it is resolved:
§ 1
The Company’s financial report for 2011 has been approved, as follows:
– balance sheet prepared as at December 31st, 2011 for PLN 909,365 th.
– profit and loss account for the period 01.01-31.12.2011 for the net profit of PLN 38,244 th. and the total income of PLN 36,822 th.
– changes in own capital for the period 01.01-31.12.2011 for the increase of own capital in the amount of PLN 110,730 th.
– cash flow statement for the period 1.01-31.12.2011 for the decrease of cash in the amount of PLN3,710 th.
– additional information of implemented accounting policy and other notes.
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 6
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: the approval of the Management Board’s Report on Capital Group’s activity in 2011.

Acting on behalf of art. 395 § 5 of the Commercial companies code, it is resolved:
§ 1
The Management Board’s Report on Boryszew Capital Group’s activity in 2011 has been approved.
§2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 7
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: the approval of the Consolidated Financial Report on Boryszew Capital Group for 2011.

Acting on behalf of art. 395 § 5 of the Commercial companies code, it is resolved:
§ 1
The Consolidated Financial Report on Boryszew Capital Group for 2011 has been approved, as follows:
– consolidated balance sheet prepared as at December 31st, 2011 for the amount of PLN 2,718,675 th.
– consolidated profit and loss account for the period 1.01-31.12.2011 for the net profit of PLN 193,150 th. and the total income of PLN 191,507 th.
– consolidated report on changes in own capital for the period 01.01-31.12.2011 for the increase of own capital in the amount of PLN 211,448 th.
– consolidated cash flow statement for the period 1.01-31.12.2011 for the increase of cash in the amount of PLN 5,955 th.
– additional information of implemented accounting policy and other notes.
§2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 8
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mrs. Małgorzata Iwanejko from fulfillment of duties in 2011.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mrs. Małgorzata Iwanejko has been discharged from fulfillment of duties as Chairman of the Management Board in the period from 1.01.2011 till 31.12.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.

(Draft)
Resolution No 9
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Robert Bednarski from fulfillment of duties in 2011.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Robert Bednarski has been discharged from fulfillment of duties as Vice-Chairman of the Management Board in the period from 1.01.2011 till 31.12.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.

(Draft)
Resolution No 10
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Kamil Dobies from fulfillment of duties in 2011.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Kamil Dobies has been discharged from fulfillment of duties as Vice-Chairman of the Management Board in the period from 1.04.2011 till 31.12.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.

Draft)
Resolution No 11
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Paweł Miller from fulfillment of duties in 2011.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Paweł Miller has been discharged from fulfillment of duties as Member of the Management Board in the period from 1.04.2011 till 31.12.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.

(Draft)
Resolution No 12
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Arkadiusz Krężel from fulfillment of his duties in 2011.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Arkadiusz Krężel has been discharged from fulfillment of his duties as President of the Supervisory Board in the period from 1.01.2011 till 31.12.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.

(Draft)
Resolution No 13
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Paweł Miller from fulfillment of his duties in 2011.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage point 3 of the Company Statute, it is resolved:
§ 1
Mr. Paweł Miller has been discharged from fulfillment of his duties as Member of the Supervisory Board in the period from 1.01.2011 till 31.03.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.

(Draft)
Resolution No 14
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Zygmunt Urbaniak from fulfillment of his duties in 2011.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Zygmunt Urbaniak has been discharged from fulfillment of his duties as:
– Secretary of the Supervisory Board in the period from 1.01.2011 till 18.07.2011.
– Vice-President of the Supervisory Board in the period from 18.07.2011 till 31.12.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.

(Draft)
Resolution No 15
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Mirosław Kutnik from fulfillment of his duties in 2011.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Mirosław Kutnik has been discharged from fulfillment of his duties as member of the Supervisory Board in the period from 1.04.2011 till 31.12.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.

(Draft)
Resolution No 16
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Dariusz Jarosz from fulfillment of his duties in 2011.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Dariusz Jarosz has been discharged from fulfillment of his duties as member of the Supervisory Board in the period of 1.01.2011. till 31.12.2011
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.

(Draft)
Resolution No 17
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Tadeusz Pietka from fulfillment of his duties in 2011.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Statute, it is resolved:
§ 1
Mr. Tadeusz Piętka has been discharged from fulfillment of his duties as member of the Supervisory Board in the period from 1.01.2011 till 31.12.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.

(Draft)
Resolution No 18
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: distribution of the net profit for 2011

Acting on behalf of art. 395 § 2 point 2 of the Commercial companies code and § 13 passage 8 point 2 of the Company Statute, it is resolved:
§ 1
The Ordinary General Meeting decides to assign the net profit for 2011 in the amount of PLN 38,244 th. to increase the reserve capital of the company.
§2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 19
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: change of the Company Statute
.
Acting on behalf of art. 430 § 1 of the Commercial companies code and § 13 passage 8 point 4 of the Company Statute, it is resolved:
§ 1 The following change has been made:

The following changes have been introduced in the Company Statute:

§ 4 passage no 1 of the Company Statute has been completed by the following type of activity:
64.91.Z Financial lease

§ 9 passage no 2 the following has been deleted:
Start of the procedure of free share cancellation comes through a release of a current report concerning the Company’s intention to buy own shares so as to cancel them pursuant to the Law on the Public Trading of Securities, and next through an order submitted at a brokerage. The criteria of the share selection will be the lowest price offer at the transaction on session quotations. At the block trading, the criteria of the share selection will be the lowest price negotiated pursuant to the rules of Warsaw Stock Exchange.
Justification of the resolution:
Decisions of § 9 point 2 refer to the not-obligatory act on the public turnover of securities. Additionally, according to § 9 point 4 of the Company Statute the detailed rules of the shares’ redemption have been determined by the resolution of the General Meeting.

§ 11 passage no 2 of the Company Statute – existing wording:
The term of office of each member of the Management Board shall be 5 years and is common for all the Management Board’s Members. The re-election of the same person to the post of the Member of the Management Board is allowed for the periods of not longer than 5 years each.

§ 11 passage no 2 of the Company Statute – proposed wording:
The term of office of the Management Board shall be 3 years and is common for all the Management Board’s Members.
§2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 20
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: changes in the Supervisory Board

Acting on behalf of art. 385 § 1 of the Commercial companies code and § 13 passage 8 point 6 of the Company Statute, it is resolved:

§ 1
Mr./Mrs. …………………………………. has been dismissed from the composition of the Supervisory Board from ………………..
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
Justification of the resolution:
Resolution results from the fact of placing in the agenda of Ordinary 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 21
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: changes in the Supervisory Board

Acting on behalf of art. 385 § 1 of the Commercial companies code and § 13 passage 8 point 6 of the Company Statute, it is resolved:
§ 1
Mr./Mrs. …………………………………. has been appointed to the composition of the Supervisory Board from ………………..
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
Justification of the resolution:
Resolution results from the fact of placing in the agenda of Ordinary 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.

Signatures:

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