37/2010
The Management Board of Boryszew S.A. informs that the Company has got the shareholder’s motion to place in the agenda of the Ordinary General Meeting called for June 22nd, 2010 the following issues:
1. Passing resolution on changes in the Company’s Statute .
2. Passing resolution on expressing an agreement to buy real estate.
Drafts of resolutions of the OGM added on the shareholder’s motion:
Ad. 1
In § 12 passage no 11 point 9 letter b) of the Company’s Statute the existing wording:
“purchase and disposal of real estate, perpetual lease or share in a real estate with a net value of no more than PLN 1.5 million”.
The new wording results from the following resolution’s draft.
In § 13 the passage no 8 point 11 of the Company’s Statute the existing wording:
“purchase and disposal of real estate, perpetual lease or share in a real estate with a net value exceeding PLN 1.5 million”.
The new wording results from the following resolution’s draft.
Resolution no ……
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 8 point 4 of the Company’s Statute, it is resolved:
§ 1
The following changes in the Company’s Statute have been introduced:
1) § 12 passage no 11 point 9 letter b) has got the following wording: “purchase and disposal of real estate, perpetual lease or share in a real estate:.
2) § 13 passage no 8 point 11 has been canceled.
§ 2
The resolution has been passed in a recorded vote.
§ 3
The resolution is in force from the date of its passing with the legal validity from the day of registering the change by the Register Court.
Ad. 2
Resolution no ……
Of the OGM of Boryszew S.A. of June 22nd, 2010
Regarding: expressing an agreement to buy real estate..
Acting on behalf of art. 393 point 4 of the Commercial companies code and § 13 passage 8 point 11 of the Company’s Statute, it is resolved:
§ 1
The Ordinary General Meeting of Boryszew S.A. expresses its agreement to buy real estate consisting of a lot no 541/34 of area of 4.9209 ha, on which an administrative-production building and store tent are located. It is located in Tychy Urbanowice, 42 Serdeczna Str. and is covered by the land register no KA1T/00033310/6 carried by the Regional Court in Tychy, V Department of Land Registers.
§ 2
The final sale conditions mentioned in § 1 required the acceptance of the Supervisory Board.
§ 3
The resolution has been passed in a recorded vote.
§ 4
The resolution is in force from the date of its passing.
Taking the above mentioned into consideration, the Management Board of Boryszew S.A. decides to implement the changes to the agenda of the OGM published on May 26th, 2010, as follows:
1. Under point 14 of the agenda: taking resolution regarding change in the Company’s Statute by change § 12 passage no 11 point 9 letter b) of the Company’s Statute and cancellation of the § 13 passage no 8 point 11 of the Company’s Statute.
2. Adding as point 15 taking resolution on expressing an agreement to buy real estate.
3. The hitherto existing point 15 of the agenda (Taking resolutions on changes in the Supervisory Board) has got number 16 of the changed agenda.
4. The hitherto existing point 16 of the agenda (Closing the meeting) has got number 17 of the changed agenda.
In connection with the above mentioned changes, the supplemented agenda of the OGM has been presented, as follows:
1. Opening of the Extraordinary General Meeting.
2. Election of the Chairman of the Meeting.
3. Stating the rightness of calling of the Ordinary General Meeting and its abilities for taking resolutions.
4. Acceptation of the agenda of General Meeting.
5. Election of Scrutiny Committee,
6. Examining and approval of the Management Board’s report on Company’s activity in
2009.
7. Examining and approval of the financial report of Boryszew S.A. for 2009.
8. Examining and approval of the Management Board’s report on Boryszew Capital Group’s activity for 2009.
9. Examining and approval of the consolidated financial report of Boryszew Capital Group for 2009.
10. Taking resolutions on distribution of profit.
11. Examining and approval of the Supervisory Board’s activities for 2009.
12. Discharged of the Management Board’s members from fulfillment of theirs duties in 2009.
13. Discharged of the Supervisory Board’s members from fulfillment of theirs duties in 2009.
14. Taking resolution on changes in the Company’s Articles.
15. Taking resolution on expressing an agreement to buy a real estate.
16. Taking resolutions on changes in the Supervisory Board.
17. Closing the meeting.
Detailed information concerning principles of participation in the OGM and the persons authorized to participate in the OGM have been passed in the current report of the Company no 31/2010 of May 26th, 2010.
Drafts of resolutions of the OGM to all points of the agenda other than these placed on the shareholder’s motion have been passed in the current report of the Company no 32/2010 of May 26th, 2010.
Signatures:
Małgorzata Iwanejko – Chairman of the Management Board.