32/2013 – Drafts of resolutions for Ordinary General Meeting of Boryszew S.A. of 24 June, 2013.

32/2013

The Management Board of Boryszew S.A. releases to public the contents of drafts of resolutions, which will be subjects of discussion on the Ordinary General Meeting of Boryszew S.A. on 24 June, 2013.

(Draft)
Resolution No 1
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
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 24 June, 2013
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 31/2013 published on 28 May, 2013.

(Draft)
Resolution No 3
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
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 24 June, 2013
Regarding: approval of the report on the Company’s activity in 2012.

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 Report on the Company’s activity in 2012 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 24 June, 2013
Regarding: approval of the Company’s financial report for 2012..

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 2012 has been approved, as follows:
– balance sheet prepared as at 31 December 2012 for PLN 1,038,697 th.
– profit and loss account for the period 01.01-31.12.2012 for the net profit of PLN 22,333 th. and the total income of PLN 22,548 th.
– changes in own capital for the period 01.01-31.12.2012 for the decrease of own capital by the amount of PLN 8,597 th.
– cash flow statement for the period 1.01-31.12.2012 for the decrease of cash by the amount of PLN 512 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 24 June, 2013
Regarding: the approval of the Management Board’s Report on Capital Group’s activity in 2012.

Acting on behalf of art. 395 § 5 of the Commercial companies code, it is resolved:
§ 1
The Report on Boryszew Capital Group’s activity in 2012 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 24 June, 2013
Regarding: the approval of the Consolidated Financial Report on Boryszew Capital Group for 2012.

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 31 December, 2012 for the amount of PLN 2,749,068 th.
– consolidated profit and loss account for the period 1.01-31.12.2012 for the net profit of PLN 61,014 th. and the total income of PLN 48,233 th.
– consolidated report on changes in own capital for the period 01.01-31.12.2012 for the increase of own capital by the amount of PLN 2,354 th.
– consolidated cash flow statement for the period 1.01-31.12.2012 for the decrease of cash by the amount of PLN 8,536 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 24 June, 2013
Regarding: discharging of Mrs. Małgorzata Iwanejko from fulfillment of duties in 2012.

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 1.01.2012 till 28.05.2012.
§ 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 24 June, 2013
Regarding: discharging of Mr. Robert Bednarski from fulfillment of duties in 2012.

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 1.01.2012 till 28.05.2012.
§ 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 24 June, 2013
Regarding: discharging of Mr. Kamil Dobies from fulfillment of duties in 2012.

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 1.01.2012 till 28.05.2012.
§ 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 2012.

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 1.01.2012 till 16.11.2012.
§ 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 24 June, 2013
Regarding: discharging of Mr. Piotr Szeliga from fulfillment of his duties in 2012.

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. Piotr Szeliga has been discharged from fulfillment of his duties as President of the Management Board in the period from 28.05.2012 till 31.12.2012.
§ 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 24 June, 2013
Regarding: discharging of Mr. Miłosz Wiśniewski from fulfillment of his duties in 2012.

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. Miłosz Wiśniewski has been discharged from fulfillment of his duties as Vice-President of the Management Board in the period from 28.05.2012till 31.03.2012.
§ 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 24 June, 2013
Regarding: discharging of Mr. Arkadiusz Krężel from fulfillment of his duties in 2012.

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 1.01.2012 till 20.06.2012,
– Member of the Supervisory Board in the period from 20.06.2012 till 31.12.2012.
§ 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 24 June, 2013
Regarding: discharging of Mr. Sebastian Bogusławski from fulfillment of his duties in 2012.

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. Sebastian Bogusławski has been discharged from fulfillment of his duties as:
– Member of the Supervisory Board in the period from 28.05.2012 till 20.06.2012,
– President of the Supervisory Board in the period from 20.06.2012 till 31.12.2012.
§ 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 24 June, 2013
Regarding: discharging of Mr. Zygmunt Urbaniak from fulfillment of his duties in 2012.

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 Vice-President of the Supervisory Board in the period from 1.01.2012 till 31.12.2012.
§ 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 24 June, 2013
Regarding: discharging of Mr. Mirosław Kutnik from fulfillment of his duties in 2012.

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 Secretary of the Supervisory Board in the period from 1.01.2012 till 31.12.2012.
§ 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 24 June, 2013
Regarding: discharging of Mr. Dariusz Jarosz from fulfillment of his duties in 2012.

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 from 1.01.2012 till 31.12.2012.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.

(Draft)
Resolution No 19
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: discharging of Mr. Tadeusz Pietka from fulfillment of his duties in 2012.

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 Pietka has been discharged from fulfillment of his duties as Member of the Supervisory Board in the period from 1.01.2012 till 31.12.2012.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.

(Draft)
Resolution No 20
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: distribution of the net profit for 2012

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 2012 in the amount of PLN 22,333 th. to increase the reserve capital of the company.
§2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 21
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: increasing of the reserve capital, created upon Resolution no 5
of the Extraordinary General Meeting of Boryszew S.A. on 13 October 2011
regarding creating of reserve capital for taking in of its treasury shares.

§ 1
The amount of PLN 93 million (say: ninety three million) from reserve capital has been destined for increasing of the reserve capital creating upon Resolution no. 5 of the Extraordinary General Meeting of Boryszew S.A. of 13 October 2011 regarding creating of the reserve capital for taking in of the Company’s treasury shares.
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 22
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: changing of Resolution no. 4 of the Extraordinary General
Meeting of Boryszew S.A on 13 October 2011 regarding authorization of the
Management Board to purchase of Boryszew’s treasury shares.

Acting on behalf of art. 362 § 1 point 5) and 8) of the Commercial companies code, it is resolved:
§ 1
The hitherto existing wording of § 3 point 1) of the Resolution no. 4 of the Extraordinary General Meeting of Boryszew S.A on 13 October 2011 regarding authorization of the
Management Board to purchase of Boryszew’s treasury shares, as follows:
1) Remuneration for one share has been determined as not lower than PLN 0.40 and not higher than PLN 3.00

has been changed as follows:

2) Remuneration for one share has been determined as not lower than PLN 0.10 and not higher than PLN 3.00.
§ 2
Other provisions of the above mentioned resolution remains unchanged.
§ 3
The resolution is in force from the date of its passing.

Justification of the resolution:
According to the Management Board the present level of the Company’s market valuation does not reflect its real value. It gives the opportunity to buy back of the part of shares at the lower market prices against the real valuation of the Company. Such operation aims to enlarge the value of the Company for shareholders as well as to adjust disproportions in its valuation.

(Draft)
Resolution No 23
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
Regarding: disposal of organized part of the Company.

Acting on behalf of art. 393 point 3 of the Commercial companies code and § 13 passage 8 point 10 of the Company Statute, it is resolved:

§ 1
1. The General Meeting decides to agree to dispose (including contribution in kind to other entity) by the Company organized part of the Company in form of organizing and financial separated unit of tangible and intangible elements (including liabilities), destined for realization of economical tasks, creating in the internal organization structure unit of tangible and intangible elements (including liabilities), destined for conducting management on its own account, lease and sale of owned real properties.
2. The organized part of the Company Boryszew S.A. will be disposed (including contribution in kind) according to its market valuation prepared by the authorized entity.
§ 2

The resolution is in force from the date of its passing.

Draft)
Resolution No 24
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
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 25
Of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
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:

Piotr Szeliga – President of the Management Board