41/2012 – Resolutions passed on the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012

41/2012

The Management Board of Boryszew S.A. announces the content of resolutions, which were passed on the Ordinary General Meeting of Boryszew S.A. on May 28th, 2012.

Resolution No 1
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: choice of the Chairman of the General Meeting.
§ 1
The Ordinary General Meeting makes the choice of Chairman of the OGM to Mr. Arkadiusz Krężel.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
It voted 845,186,152 valid votes out of 845,186,152 shares, i.e. out of 37.45 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 845,186,152 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed. Mr. Arkadiusz Krężel accepted the election.

Resolution No 2
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: approving of the agenda.
§ 1
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 24/2012 published on April 30th, 2012, supplemented on the shareholder’s motion and announced in the current report no 34/2012 on may 10th, 2012.
§ 2
The resolution is in force from the date of its passing.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a public voting.

Resolution No 3
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: not to choose the Scrutiny Commission

§ 1
The Ordinary General Meeting has decided not to choose the Scrutiny Commission .
§ 2
The resolution is in force from the date of its passing.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a public voting.

Resolution No 4
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: approval of the Management Board’s Report on Company’s activity in 2011.

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 Management Board’s Report on Company’s activity in 2011 has been approved.
§ 2
The resolution is in force from the date of its passing.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a public voting.

Resolution No 5
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: approval of the Company financial report for 2011.

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 2011 has been approved, as follows:
– balance sheet prepared as at December 31st, 2011 for PLN 909,365 th.
– profit and loss account for the period 01.01-31.12.2011 for the net profit of PLN 38,244 th. and the total income of PLN 36,822 th.
– changes in own capital for the period 01.01-31.12.2011 for the increase of own capital in the amount of PLN 110,730 th.
– cash flow statement for the period 1.01-31.12.2011 for the decrease of cash in the amount of PLN3,710 th.
– additional information of implemented accounting policy and other notes.
§ 2
The resolution is in force from the date of its passing.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a public voting.

Resolution No 6
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: the approval of the Management Board’s Report on Capital Group’s activity in 2011.

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 2011 has been approved.
§2
The resolution is in force from the date of its passing.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a public voting.

Resolution No 7
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: the approval of the Consolidated Financial Report on Boryszew Capital Group for 2011.
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 December 31st, 2011 for the amount of PLN 2,718,675 th.
– consolidated profit and loss account for the period 1.01-31.12.2011 for the net profit of PLN 193,150 th. and the total income of PLN 191,507 th.
– consolidated report on changes in own capital for the period 01.01-31.12.2011 for the increase of own capital in the amount of PLN 211,448 th.
– consolidated cash flow statement for the period 1.01-31.12.2011 for the increase of cash in the amount of PLN 5,955 th.
– additional information of implemented accounting policy and other notes.
§2
The resolution is in force from the date of its passing.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a public voting.

Resolution No 8
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mrs. Małgorzata Iwanejko from fulfillment of duties in 2011.

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 1.01.2011 till 31.12.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a secret ballot.

Resolution No 9
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Robert Bednarski from fulfillment of duties in 2011.

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 1.01.2011 till 31.12.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a secret ballot.

Resolution No 10
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Kamil Dobies from fulfillment of duties in 2011.

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 1.04.2011 till 31.12.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a secret ballot.

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 2011.

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 1.04.2011 till 31.12.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a secret ballot.

Resolution No 12
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Arkadiusz Krężel from fulfillment of his duties in 2011.

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 1.01.2011 till 31.12.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a secret ballot.

Resolution No 13
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Paweł Miller from fulfillment of his duties in 2011.

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 his duties as Member of the Supervisory Board in the period from 1.01.2011 till 31.03.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.

It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a secret ballot.

Resolution No 14
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Zygmunt Urbaniak from fulfillment of his duties in 2011.

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:
– Secretary of the Supervisory Board in the period from 1.01.2011 till 18.07.2011.
– Vice-President of the Supervisory Board in the period from 18.07.2011 till 31.12.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a secret ballot.

Resolution No 15
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Mirosław Kutnik from fulfillment of his duties in 2011.

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 member of the Supervisory Board in the period from 1.01.2011 till 17.08.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a secret ballot.

Resolution No 16
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Dariusz Jarosz from fulfillment of his duties in 2011.

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 of 1.01.2011. till 31.12.2011
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a secret ballot.

Resolution No 17
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: discharging of Mr. Tadeusz Pietka from fulfillment of his duties in 2011.

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 1.01.2011 till 17.08.2011.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a secret ballot.

Resolution No 18
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: distribution of the net profit for 2011

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 2011 in the amount of PLN 38,244 th. to increase the reserve capital of the company.
§2
The resolution is in force from the date of its passing.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a public voting.

Resolution No 19
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: change of the Company Statute
.
Acting on behalf of art. 430 § 1 of the Commercial companies code and § 13 passage 8 point 4 of the Company Statute, it is resolved:
§ 1
The following changes have been made in the Company Statute:

§ 4 passage no 1 of the Company Statute has been completed by the following type of activity:
64.91.Z Financial lease
§ 9 passage no 2 the following has been deleted:
Start of the procedure of free share cancellation comes through a release of a current report concerning the Company’s intention to buy own shares so as to cancel them pursuant to the Law on the Public Trading of Securities, and next through an order submitted at a brokerage. The criteria of the share selection will be the lowest price offer at the transaction on session quotations. At the block trading, the criteria of the share selection will be the lowest price negotiated pursuant to the rules of Warsaw Stock Exchange.
§ 11 passage no 2 of the Company Statute – new wording:
2. The term of office of the Management Board shall be 3 years and is common for all the Management Board’s Members.
§2
The resolution is in force from the date of its passing with a legal force from the day of register of the above mentioned change by the registry court.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 898,122,882 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………………..0 vote,
so the resolution was passed in a public voting.

Resolution No 20
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
Regarding: change of the Company Statute
.
Acting on behalf of art. 430 § 1 of the Commercial companies code and § 13 passage 8 point 4 of the Company Statute, it is resolved:
§ 1
The following changes have been made in the Company Statute:
§ 12 passage no 2 of the Company Statute – new wording:
2. The term of office of the Supervisory Board 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 a legal force from the day of register of the above mentioned change by the registry court.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 897,485,634 votes,
2) against resolution …………………………………………0 vote,
3) sustained ………………………………………………637,248 votes,
so the resolution was passed in a public voting.

Resolution No 21
Of the Ordinary General Meeting of Boryszew S.A. of May 28th, 2012
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.Sebastian Bogusławski has been appointed to the composition of the Supervisory Board from May 28th, 2012.
§2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
It voted 898,122,882 valid votes out of 898,122,882 shares, i.e. out of 39.80 % shares in the initial capital of the Company, as follows:
1) for passing resolution …………………………. 892,260,113 votes,
2) against resolution …………………………………………0 vote,
3) sustained …………………………………………… 5,862,769 votes,
so the resolution was passed in a secret ballot.

Signatures:
Piotr Szeliga – Chairman of the Management Board