34/2012
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 May 28th, 2011 the following issue:
1. 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.
Ad. 1.
(Draft)
Resolution no ………
of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
regarding: change in the Company Statute
Acting on behalf of an article 430 § 1 and 5 of the Commercial Companies Code and § 13 passage 8 point 4 of the Company Statute, it is resolved as follows:
§ 1.
§ 12 passage no 2 of the Company Statute – existing wording:
The term of office of the Supervisory Board’s member shall be 5 years. The re-election of the same person to the post of the Supervisory Board’s member 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 Supervisory Board’s member shall be 3 years and is common for all the Supervisory Board’s members .
§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 24/2012 of April 30th, 2012 as follows:
1. Adding point 15: Passing resolution on change in the Company Statute.
2. Hitherto existing point 15 of the agenda is marked as number 16.
3. Hitherto existing point 16 of the agenda is marked as number 17.
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 the Management Board’s report on Company’s activity in 2011.
7. Passing resolution on approval of the financial report of Boryszew S.A. for 2011.
8. Passing resolution approval of the Management Board’s report on Boryszew Capital Group’s activity for 2011.
9. Passing resolution on approval of the consolidated financial report of Boryszew Capital Group for 2011.
10. Presentation of the Supervisory Board’s activity report for 2011.
11. Passing resolution on discharged of the Management Board’s members from fulfillment of their duties in 2011.
12. Passing resolution on discharged of the Supervising Board’s members from fulfillment of their duties in 2011.
13. Passing resolution on distribution of profit.
14. Passing resolution on changes of the Company Statute.
15. Passing resolution on change in the Company Statute.
16. Passing resolution on changes in the Supervisory Board.
17. 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 24/2012 of April 30th, 2012.
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 25/2012 of April 30th, 2012.
Signatures:
Małgorzata Iwanejko – President of the Management Board