32/2010 – Drafts of resolutions for Ordinary General Meeting of Boryszew S.A. of June 22nd, 2010

32/2010

The Management Board of Boryszew S.A. gives to public knowledge the contents of resolutions, which will be discussed on the General Meeting of Boryszew S.A. on June 22nd, 2010.

(Draft)
Resolution No 1
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: choice of the Chairman of the General Meeting.

The Ordinary General Meeting makes the choice of Chairman of the OGM to …………………………………….
§2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 2
Of the OGM of Boryszew S.A. of June 22nd, 2010
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 …. of ……., 2010 passed to the public knowledge on ……………..
§2
The resolution has been passed in a recorded vote.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 3
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: the choice of Scrutiny Commission

The Ordinary General Meeting made the choice of the Scrutiny Commission to ………………
§2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 4
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: the approval of the Management Board’s Report on Company’s activity in 2009.

Acting on behalf of art. 393 point 1 and art. 395 § 2 point 1 of the Commercial companies code and § 13 passage 8 point 1 of the Company’s Statute, it is resolved:
§ 1
The Management Board’s Report on Company’s activity in 2009 has been approved.
§2
The resolution has been passed in a recorded vote.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 5
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: the approval of the Company’s financial report for 2009.

Acting on behalf of art. 393 point 1 and art. 395 § 2 point 1 of the Commercial companies code and § 13 passage 8 point 1 of the Company’s Statute, it is resolved:
§ 1
The Company’s financial report for 2009 has been approved, as follows:
– balance sheet on December 31st, 2009 for PLN 535,528 th.
– profit and loss account for the period 01.01-31.12.2009 for the net profit of PLN 14,622 th. and the total income of PLN 14,860 th.
– changes in own capital for the period 01.01-31.12.2009 for the increase of own capital in the amount of PLN 14,859 th.
– cash flow statement for the period 1.01-31.12.2009 for the ouflow in the amount of PLN 2,690 th.
– additional information of implemented accounting policy and other notes.
§2
The resolution has been passed in a recorded vote.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 6
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: the approval of the Management Board’s Report on Capital Group’s activity in 2009.

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 2009 has been approved.
§2
The resolution has been passed in a recorded vote.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 7
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: the approval of the Consolidated Financial Report on Boryszew Capital Group for 2009.

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 2009 has been approved, as follows:
– consolidated balance sheet prepared on December 31st, 2009 for the amount of PLN 2,043,746 th.
– consolidated profit and loss account for the period 1.01-31.12.2009 for the net profit of PLN 51,698 th. and the total income of PLN 67,193 th.
– changes in consolidated own capital for the period 01.01-31.12.2009 for the increase of own capital in the amount of PLN 109,907 th.
– consolidated cash flow statement for the period 1.01-31.12.2009 for the inflow in the amount of PLN 16,242 th.
– additional information of implemented accounting policy and other notes.
§2
The resolution has been passed in a recorded vote.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 8
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: distribution of the net profit for 2009

Acting on behalf of art. 395 § 2 point 2 of the Commercial companies code and § 13 passage 8 point 2 of the Company’s Statute, it is resolved:
§ 1
The Ordinary General Meeting decides to assign the net profit for 2009 in the amount of PLN 14,622 to increase the reserve capital of the company.
§2
The resolution has been passed in a recorded vote.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 9
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: discharging of Mrs. Małgorzata Iwanejko from fulfillment of duties as the Chairman of the Management Board in 2009.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company’s Statute, it is resolved:
§ 1
Mrs. Małgorzata Iwanejko has been discharged from fulfillment of duties as Chairman of the Management Board in 2009.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 10
Of the OGM of Boryszew S.A. of June 22nd, 2010

Regarding: discharging of Mr. Arkadiusz Krężel from fulfillment of his duties in 2009.
Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company’s Statute, it is resolved:
§ 1
Mr. Arkadiusz Krężel has been discharged from fulfillment of his duties as President of the Supervisory Board in 2009.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 12
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: discharging of Mr. Zygmunt Urbaniak from fulfillment of his duties in 2009.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company’s Statute, it is resolved:
§ 1
Mr. Zygmunt Urbaniak has been discharged from fulfillment of his duties as Secretary of the Supervisory Board in 2009.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 12
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: discharging of Mr. Roman Karkosik from fulfillment of his duties in 2009.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company’s Statute, it is resolved:
§ 1
Mr. Roman Karkosik has been discharged from fulfillment of his duties as member of the Supervisory Board in 2009
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 13
Of the OGM of Boryszew S.A. of June 22nd, 2010

Regarding: discharging of Mr. Adam Cich from fulfillment of his duties in the period from 01.01 till 26.06.2009.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company’s Statute, it is resolved:
§ 1
Mr. Adam Cich has been discharged from fulfillment of his duties as Member of the Supervisory Board in the period of 1.01-26.06.2009.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 14
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: discharging of Mr. Wojciech Sierka from fulfillment of his duties in the period from 01.01 till 26.06.2009.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company’s Statute, it is resolved:
§ 1
Mr. Wojciech Sierka has been discharged from fulfillment of his duties as member of the Supervisory Board in the period of 1.01-26.06.2009
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 15
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: discharging of Mr. Paweł Miller from fulfillment of his duties in the period from 26.06 till 31.12.2009.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company’s 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 of 26.06-31.12.2009
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 16
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: discharging of Mr. Tadeusz Pietka from fulfillment of his duties in the period from 26.06 till 31.12.2009.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company’s 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 of 26.06-31.12.2009
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 17
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: change of the Company’s Statute.

Acting on behalf of art. 430 § 1 of the Commercial companies code and § 13 passage 7 point 4 of the Company’s Statute, it is resolved:
§ 1 The following change has been made:

§ 4 the passage no 1 of the Company’s Statute is completed with the following kinds of activity:

49.20.Z Rail transportation of goods,
52.24.C Reloading of goods in Rother reloading stations,
52.29.C Activity of Rother transportation agencies,
72.11.Z Science and development reserches in the field of biotechnology
77.33.Z Rent and tease of machines and Office equipment, including computers,
77.40.Z Tease of intellectual property and similar products excluding works protected by the copywright law,
78.10.Z Activity connected with searching for jobs and employees acquisition,
82.11.Z Service activity connected with administration of office,
82.19.Z Making Copie, preparing documents and remaining specialists activity supporting kemping the office,
82.92.Z Activity connected with packaging.
Justification of the resolution:
In connection with the planned establishing the Science-Technology Park Business Elana Park and the Center of Logistics Services on the territory of Boryszew S.A. Oddział Elana in Toruń it is necessary to extend the activity of the Company.

In § 6 the passage no 1 of the Company’s Statute the existing wording:

The initial capital of the Company is PLN 37,611,928.20 and is divided into 376,119,282 pieces of shares of a nominal value of PLN 0.10 each, including 32,212,500 A-series shares, including 257,050 inscribed preferred shares and 31,955,450 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.

In § 6 the passage no 1 of the Company’s Statute the proposed wording:

The initial capital of the Company is PLN 37,611,928.20 and is divided into 376,119,282 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.

Justification of the resolution:
Change of the structure of the initial capital is caused by conversion of 32,500 pieces of inscribed preferred A-series shares into 32,500 pieces of regular bearer A-series shares.
The above mentioned change was executed on March 1st, 2010 on the motion of Company’s shareholders.
§2
The resolution has been passed in a recorded vote.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 18
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: change in the Supervisory Board of the Company.

Acting on behalf of art. 385 § 1 of the Commercial companies code and § 12 passage 1 of the Company’s Statute, it is resolved:
§ 1
Mr./Mrs. …………………………………. has been dismissed/has been appointed from/to the composition of the Supervisory Board.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
Justification of the resolution:
Resolution results from the fact of introducing in the agenda of the General Meeting the point regarding 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 – Chairman of the Management Board