51/2011 – Resolutions for Ordinary General Meeting of Boryszew S.A. of June 6th, 2011

51/2011

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

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 acting according to art. 409 § 1 of the commercial companies code, has made the choice of Chairman of the OGM to Mr. Arkadiusz Krężel.

In the secret ballot participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a secret ballot. Mr. Arkadiusz Krężel has accepted the election.

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 passed to the public knowledge on May 11th, 2011.

In the public vote participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a public vote.

Resolution No 3
Of the OGM of Boryszew S.A. of June 7th, 2011
Regarding: not to chose the Scrutiny Commission

The Ordinary General Meeting has decided not to chose the Scrutiny Commission.

In the public vote participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a public vote.

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

Acting on behalf of art. 393point 1 and article 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 activity in 2010 has been approved.
§ 2
The resolution is in force from the date of its passing.
In the public vote participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a public vote.

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 financial report for 2010 has been approved, as follows:
– balance sheet on December 31st, 2009 for PLN 686,206 th.
– statement on profit and loss account for the period 01.01-31.12.2010 for the net profit of PLN 37,110 th.
– profit and loss account for the period 01.01-31.12.2010 for the total income of PLN 37,201 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.
In the public vote participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a public vote.

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 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 activity in 2010 has been approved.
§2
The resolution is in force from the date of its passing.
In the public vote participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a public vote.

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.
§2
The Consolidated Financial Report on Boryszew Capital Group for 2010 includes:
– 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.
§3
The resolution is in force from the date of its passing.
In the public vote participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a public vote.

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 the period from January 1st, 2010 till December 31st, 2010.
§ 2
The resolution is in force from the date of its passing.

In the secret ballot participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a secret ballot.

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 July 19th, 2010 till December 31st, 2010.
§ 2
The resolution is in force from the date of its passing.
In the secret ballot participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a secret ballot.

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 the period from January 1st, 2010 till December 31st, 2010.
§ 2
The resolution is in force from the date of its passing.
In the secret ballot participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a secret ballot.

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 the period from January 1st, 2010 till December 31st, 2010.
§ 2
The resolution is in force from the date of its passing.
In the secret ballot participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a secret ballot.

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 the period from January 1st, 2010 till December 31st, 2010.
§ 2
The resolution is in force from the date of its passing.
In the secret ballot participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a secret ballot.

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 January 1st, 2010 till August 17th, 2010.
§ 2
The resolution is in force from the date of its passing.
In the secret ballot participated 122,972,362 valid votes of 122,972,362 shares, eg. of 10.90 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 122,972,362 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a secret ballot.

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.

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 from August 17th, 2010 till December 31st, 2010
§ 2
The resolution is in force from the date of its passing.
In the secret ballot participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a secret ballot.

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 the period from January 1st, 2010 till December 31st, 2010.
§ 2
The resolution is in force from the date of its passing.
In the secret ballot participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a secret ballot.

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 has decided 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.
In the public vote participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a public vote.

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..
In the public vote participated 709,523,260 valid votes of 709,523,260 shares, eg. of 62.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 695,850,048 votes,
2) against resolution ……………………………… 13,673,212 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a public vote.

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.
§ 2
The resolution is in force from the date of its passing.
In the secret ballot participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 765,941,152 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes,
so the resolution has been passed in a secret ballot.

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. Arkadiusz Krężel 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.
In the secret ballot participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 709,424,962 votes,
2) against resolution …………………………………… 98,298 votes,
3) sustained ………………………………………… 56.417,892 votes,
so the resolution has been passed in a secret ballot.

Resolution No 20
Of the OGM of Boryszew S.A. of June 7th, 2011
Regarding: charging the Supervisory Board the tasks of Audit Committee

Acting on behalf of art. 86 passage 3 of the Act of May 7th, 2009 on auditors, entities authorized to review financial reports and on public supervision, it is resolved:
§ 1
In the period when the Supervisory Board of Boryszew S.A. has been composed of not more than 5 members, the tasks of the Audit Committee have been charged to it.
§ 2
The resolution is in force from the date of its passing.
In the public vote participated 765,941,152 valid votes of 765,941,152 shares, eg. of 67.88 % of shares in the share capital of the Company, as follows:
1) for passing resolution …………………………. 764,745,428 votes,
2) against resolution ……………………………… 1,195,724 votes,
3) sustained …………………………………………………… ..0 votes,
so the resolution has been passed in a public vote.

The Management Board of the Company informs that the resolutions concerning the 17th point of the agenda have not been passed as there have been no motions regarding the changes in the composition of the Supervisory Board.

Signatures:

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