45/2011 – Drafts of resolutions for Ordinary General Meeting of Boryszew S.A.

45/2011

The Management Board of Boryszew S.A. gives to public knowledge the contents of resolutions, which will be discussed on the Ordinary General Meeting of Boryszew S.A. on June 6th, 2011.

(Draft)
Resolution No 1
Of the OGM of Boryszew S.A. of June 7th, 2011
Regarding: choice of the Chairman of the General Meeting.

The Ordinary General Meeting makes the choice of Chairman of the OGM to …………………………………….
§2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 2
Of the OGM of Boryszew S.A. of June 7th, 2011
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 44/2011 of May 11th, 2011 passed to the public knowledge on May 12th, 2011.

(Draft)
Resolution No 3
Of the OGM of Boryszew S.A. of June 7th, 2011
Regarding: choice of Scrutiny Commission

The Ordinary General Meeting made the choice of the Scrutiny Commission to ………………

(Draft)
Resolution No 4
Of the OGM of Boryszew S.A. of June 7th, 2011
Regarding: approval of the Management Board’s Report on Company’s activity in 2010.

Acting on behalf of art. 395 § 2 point 1 of the Commercial companies code and § 13 passage 8 point 1 of the Company Article, it is resolved:
§ 1
The Management Board’s Report on Company’s activity in 2010 has been approved.
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 5
Of the OGM of Boryszew S.A. of June 7th, 2011
Regarding: approval of the Company’s financial report for 2010.

Acting on behalf of art. 395 § 2 point 1 of the Commercial companies code and § 13 passage 8 point 1 of the Company Article, it is resolved:
§ 1
The Company’s financial report for 2010 has been approved, as follows:
– balance sheet on December 31st, 2009 for PLN 686,206 th.
– profit and loss account for the period 01.01-31.12.2010 for the net profit of PLN 37,110 th. and the total income of PLN 14,860 th.
– profit and loss account for the period 01.01-31.12.2010 for the total income of PLN 137,201 th.
– changes in own capital for the period 01.01-31.12.2010 for the increase of own capital in the amount of PLN 143,771 th.
– cash flow statement for the period 1.01-31.12.2010 for the increase of cash in the amount of PLN 8,339 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 OGM of Boryszew S.A. of June 7th, 2011
Regarding: the approval of the Management Board’s Report on Capital Group’s activity in 2010.

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 2010 has been approved.
§2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 7
Of the OGM of Boryszew S.A. of June 7th, 2011
Regarding: the approval of the Consolidated Financial Report on Boryszew Capital Group for 2010.

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 2010 has been approved, as follows:
– consolidated balance sheet prepared on December 31st, 2010 for the amount of PLN 2,242,786 th.
– consolidated profit and loss account for the period 1.01-31.12.2010 for the net profit of PLN 126,371 th. and the total income of PLN 118,721 th.
– consolidated report on changes in own capital for the period 01.01-31.12.2010 for the increase of own capital in the amount of PLN 273,200 th.
– consolidated cash flow statement for the period 1.01-31.12.2010 for the decrease of cash in the amount of PLN 30,576 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 OGM of Boryszew S.A. of June 7th, 2011
Regarding: discharging of Mrs. Małgorzata Iwanejko from fulfillment of duties in 2010.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Article, it is resolved:
§ 1
Mrs. Małgorzata Iwanejko has been discharged from fulfillment of duties as Chairman of the Management Board in 2010.
§ 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 OGM of Boryszew S.A. of June 7th, 2011
Regarding: discharging of Mr. Robert Bednarski from fulfillment of duties in 2010.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Article, 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 19.07.2010 till 31.12.2010.
§ 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 OGM of Boryszew S.A. of June 7th, 2011
Regarding: discharging of Mr. Arkadiusz Krężel from fulfillment of his duties in 2010.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Article, it is resolved:
§ 1
Mr. Arkadiusz Krężel has been discharged from fulfillment of his duties as President of the Supervisory Board in 2010.
§ 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 OGM of Boryszew S.A. of June 7th, 2011
Regarding: discharging of Mr. Paweł Miller from fulfillment of his duties in 2010.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Article, it is resolved:
§ 1
Mr. Paweł Miller has been discharged from fulfillment of his duties as Member of the Supervisory Board in 2010.
§ 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 OGM of Boryszew S.A. of June 7th, 2011
Regarding: discharging of Mr. Zygmunt Urbaniak from fulfillment of his duties in 2010.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Article, it is resolved:
§ 1
Mr. Zygmunt Urbaniak has been discharged from fulfillment of his duties as Secretary of the Supervisory Board in 2010.
§ 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 OGM of Boryszew S.A. of June 7th, 2011
Regarding: discharging of Mr. Roman Karkosik from fulfillment of his duties in 2010.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Article, it is resolved:
§ 1
Mr. Roman Karkosik has been discharged from fulfillment of his duties as member of the Supervisory Board in the period from 1.01.2010 till 17.08.1010.
§ 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 OGM of Boryszew S.A. of June 7th, 2011
Regarding: discharging of Mr. Dariusz Jarosz from fulfillment of his duties in 2010.
the period from 26.06 till 31.12.2009.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Article, 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 17.08.2010 till 31.12.2009
§ 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 OGM of Boryszew S.A. of June 7th, 2011
Regarding: discharging of Mr. Tadeusz Pietka from fulfillment of his duties in 2010.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 13 passage 8 point 3 of the Company Article, it is resolved:
§ 1
Mr. Tadeusz Piętka has been discharged from fulfillment of his duties as member of the Supervisory Board in 2010.
§ 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 OGM of Boryszew S.A. of June 7th, 2011
Regarding: distribution of the net profit for 2010

Acting on behalf of art. 395 § 2 point 2 of the Commercial companies code and § 13 passage 8 point 2 of the Company Article, it is resolved:
§ 1
The Ordinary General Meeting decides to assign the net profit for 2010 in the amount of PLN 37,110 to increase the reserve capital of the company.
§2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 17
Of the OGM of Boryszew S.A. of June 7th, 2011
Regarding: change of the Company Article
.
Acting on behalf of art. 430 § 1 of the Commercial companies code and § 13 passage 8 point 4 of the Company Article, it is resolved:
§ 1 The following change has been made:

§ 12 passage no 11 point 9 letter c) – the existing wording:

“making transactions concerning disposal, taking or purchase of stakes and shares and of above PLN 1 million (one million PLN)”.

§ 12 passage no 11 point 9 letter c) – the proposed wording:

“making transactions concerning disposal, taking or purchase of stakes and shares and of above PLN 10 million (ten million PLN)”.
§2
The resolution is in force from the date of its registration by the Register Court..

(Draft)
Resolution No 18
Of the OGM of Boryszew S.A. of June 7th, 2011
Regarding: approving of election to the Supervisory Board.

Acting on behalf of art. 385 § 1 of the Commercial companies code and § 12 passage 1 of the Company Article, it is resolved:
§ 1
Ordinary General Meeting approves election of Mr. Mirosław Kutnik to the Supervisory Board of Boryszew S.A. made by the Supervisory Board on its meeting on March 31st, 2011.

Mr./Mrs. …………………………………. has been dismissed/has been appointed from/to the composition of the Supervisory Board.
§ 2
The resolution is in force from the date of its passing.
Justification of the resolution:
Resolution connected with § 12 point 1 of the Company Article, requiring approval by General Meeting made by the Supervisory Board complementary election of the Supervisory Board’s member in place of a member, whose mandate has expired during his turn of duty.

Draft)
Resolution No 19
Of the OGM of Boryszew S.A. of June 7th, 2011
Regarding: appointment of a Supervisory Board’s member for a new turn of duty.

Acting on behalf of art. 385 § 1 of the Commercial companies code and § 12 passage 1 of the Company Article, it is resolved:
§ 1
Mr./Mrs. …………………………………. has been appointed to the composition of the Supervisory Board for a new 5 years turn of duty.
§ 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 connected with expiring of turn of duty of a Supervisory Board’s member and necessity of appointing a Supervisory Board’s member for a new turn of duty.

Draft)
Resolution No 20
Of the OGM of Boryszew S.A. of June 7th, 2011
Regarding: changes in the Supervisory Board.

Acting on behalf of art. 385 § 1 of the Commercial companies code and § 12 passage 1 of the Company Article, 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.

Signatures:

Małgorzata Iwanejko – President of the Management Board
Robert Bednarski – Vice-President of the Management Board