33/2013
The Management Board of Boryszew S.A. informs that the Company has got a shareholder’s motion to place in the agenda of the Ordinary General Meeting convened for 24 June, 2013 the following issues:
1. Passing resolution on redemption of the Company’s treasury shares
2. Passing resolution on decreasing of the initial capital of the Company
3. Passing resolution on change in the Company Statute.
Draft of resolution of the Ordinary General Meeting of Boryszew S.A. added on the shareholder’s motion.
Draft
Resolution no ………
of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
regarding: redemption of the Company’s treasury shares.
The Ordinary General Meeting acting on behalf of an article 359 § 1 and § 2 of the Commercial Companies Code and § 13 passage 8 point 8 of the Company Statute, resolves as follows:
§ 1
The Ordinary General Meeting herewith amortizes 56,715,692 (say: fifty six million seven hundred fifteen thousand six hundred ninety two) units of ordinary bearer’s shares designated in the Central Securities Depository of Poland with the securities code PLBRSZW00011 of the nominal value of PLN 0.10 each share, purchased by the Company on behalf of the authorization given to the Management Board by the Resolution no. 4 of the Shareholder Meeting of 13 October 2011.
§ 2
Those Company’s treasury shares have been amortized which are pointed in § 1 of this resolution, purchased by the Company from shareholders for the total remuneration, which comply with the conditions of treasury shares’ buy-back, implemented by the Resolution no. 4 of the Ordinary General Meeting of 13 October, 2011 and which has only came from the amount, which may be destined to distribution.
§ 3
Decreasing of the initial capital comes by change of the statute through redemption of treasury shares – according to art. 360 § 2 point 2 of the Commercial Companies Code.
§ 4
The Ordinary General Meeting decides that the authorization of the Management Board to purchase Boryszew’s treasury shares implemented by the Resolution no. 4 of the Ordinary General Meeting of 13 October, 2011 remains in force on the conditions determined in the above mentioned resolution taking into account the binding limitations resulting from the obliged law regulations – especially from art. 362 § 2 of the Commercial Companies Code.
§ 5
The resolution is in force from the date of its passing.
Draft
Resolution no ………
of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
regarding: decreasing of the initial capital
The Ordinary General Meeting acting on behalf of an article 455 § 1 of the Commercial Companies Code and § 13 passage 8 point 8 of the Company Statute, resolves as follows:
§ 1
In connection with passing by the Ordinary General Meeting Resolution no…… of 24 June, 2013 regarding redemption of treasury shares purchased for redemption, the initial capital of the Company has been decreased – according to art. 360 § 2 of the Commercial Companies Code – from 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) to the amount of PLN 220,000,000 (say: two hundred twenty million), that is by the amount of PLN 5,671,569.20 (say: five million six hundred seventy one thousand five hundred sixty nine and 20/100) corresponding with the total value of redeemed shares.
§ 2
Decreasing of the initial capital of the Company follows by the redemption of 56,715,692 (say: fifty six million seven hundred fifteen thousand six hundred ninety two) of ordinary bearers’ shares of the nominal value of PLN 0.10 each, that is of the total nominal value of PLN 5,671,569.20 (say: five million six hundred seventy one thousand five hundred sixty nine and 20/100), purchased for redemption.
§ 3
The purpose of decreasing of the initial capital of the Company is adjustment the level of initial capital to the amount of nominal value of the Company’s shares remained after redemption of 56,715,692 (say: fifty six million seven hundred fifteen thousand six hundred ninety two) treasury shares according to the Resolution no……of the Ordinary General Meeting of 24 June, 2013.
§ 4
The resolution is in force from the date of its passing with legal force from the day of the Statute change’s register by the Registry Court.
Draft
Resolution no ………
of the Ordinary General Meeting of Boryszew S.A. of 24 June, 2013
regarding: change in the Company Statute
Acting on behalf of article 415 § 1, art, 430 § 1 and art. 455 § 1 of the Commercial Companies Code and § 13 passage 8 point 4 of the Company Statute, it is resolved as follows:
§ 1
1. Changes of the Company’s Stature are introduced in such way that the hitherto existing designations of the Company’s shares series A, B, C, D, E, F and G by taking them by one A series.
2. In connection with passing by the Ordinary General Meeting resolution no ….. of 24 June, 2013 regarding decreasing of the initial capital of the Company and in the fact of designation them by letter A, the following change has been made in the Company’s Statute:
1) § 6 passage 1 of the Statute has the following wording:
3. The initial capital of the Company amounts to PLN 220,000,000.00 and is divided into 2,200,000,000 units of Series A ordinary bearers’ shares of the nominal value of PLN 0.10 each share.
§ 2
The resolution is in force from the date of its passing with legal force from the day of the Statute change’s register by the Registry Court.
The Management Board of Boryszew S.A. decides to introduce changes to the agenda of the Ordinary General Meeting of Boryszew S.A. published in the current report of the Company no 31/2013 of 28 May, 2013 as follows:
1. Adding point 17: Passing resolution on redemption of the Company’s treasury shares.
2. Adding point 18: Passing resolution on decreasing of the initial capital of the Company.
3. Adding point 19: Passing resolution on change in the Company Statute.
4. Hitherto existing point 17 of the agenda is marked as number 20.
5. Hitherto existing point 18 of the agenda is marked as number 21.
In connection with the introduced changes, the supplemented agenda of the OGM has been presented as follows:
1. Opening of the Ordinary General Meeting.
2. Election of the Chairman of the Meeting.
3. Stating the rightness of convening of the Ordinary General Meeting and its abilities for passing resolutions.
4. Acceptation of the agenda of General Meeting.
5. Election of Scrutiny Committee.
6. Passing resolution on approval of report on Company’s activity in 2012.
7. Passing resolution on approval of the financial report of Boryszew S.A. for 2012.
8. Passing resolution approval of report on Boryszew Capital Group’s activity for 2012.
9. Passing resolution on approval of the consolidated financial report of Boryszew Capital Group for 2012.
10. Presentation of the Supervisory Board’s activity report for 2012.
11. Passing resolution on discharged of the Management Board’s members from fulfillment of their duties in 2012.
12. Passing resolution on discharged of the Supervising Board’s members from fulfillment of their duties in 2012.
13. Passing resolution on distribution of profit for 2012.
14. Passing resolution on 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.
15. Passing resolution on 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.
16. Passing resolution on disposal of organized part of the Company.
17. Passing resolution on redemption of the treasury shares.
18. Passing resolution on decreasing of the initial capital of the Company.
19. Passing resolution on change in the Company Statute.
20. Passing resolution on changes in the Supervisory Board.
21. Closing the meeting.
Detailed information concerning principles of participation in the Ordinary General Meeting and the persons authorized to participate in the OGM was published in the current report of the Company no 31/2013 of 28 May, 2013.
Drafts of resolutions of the Ordinary General Meeting to all points of the agenda other than these added on the shareholder’s motion, were published in the current report of the Company no 32/2013 of 28 May, 2013.
Signatures:
Piotr Szeliga – President of the Management Board