Current Report No.: 52/2022
Management Board of Boryszew S.A. with its seat in Warsaw (hereinafter referred to as: “Company”, “Issuer”) publishes the content of the resolutions passed by the Extraordinary General Meeting of Boryszew S.A. hold on December 19, 2022 (hereinafter also referred to as the EGM).
Resolutions passed by the EGM:
Ad. 2 of the agenda
“Resolution No. 1
of the Extraordinary General Meeting of Boryszew S.A. of December 19, 2022
on: election of the Chairman of the General Meeting
§1
Extraordinary General Meeting The Company, pursuant to the provisions of Article 409 §1 of the Commercial Companies Code, elects Mr. Paweł Tokłowicz as the Chairman of the Extraordinary General Meeting of the Company.
§2
The resolution comes into force upon its adoption.”
In a secret ballot, 66,463,769 valid votes were cast from 66,463,769 shares, i.e. 27.69% of the shares in the Company’s share capital, where:
1) for adopting the resolution: 66,463,769 votes,
2) against adopting a resolution: 0 votes,
3) abstaining: 0 votes,
therefore the above resolution was passed. Mr. Paweł Tokłowicz accepted the election.
Ad. 4 of the agenda
“Resolution No. 2
of the Extraordinary General Meeting of Boryszew S.A. of December 19, 2022
on: approval of the agenda
§1
Extraordinary General Meeting of the Company approves the agenda of the Meeting published on the Company’s website www.boryszew.com and in the form of a current report No. 47/2022 made public on November 21, 2022.
§2
The resolution comes into force upon its adoption.”
In open ballot 66,463,769 valid votes were cast from 66,463,769 shares, i.e. from 27.69% of shares in the share capital of the Company, where:
1) for adopting the resolution: 66,463,769 votes,
2) against adopting the resolution: 0 votes,
3) abstaining: 0 votes,
therefore the above resolution was passed.
Ad. 5 of the agenda
“Resolution No. 3
of the Extraordinary General Meeting of Boryszew S.A. of December 19, 2022
on: failure to appoint a Returning Committee
§1
Extraordinary General Meeting of the Company decides not to appoint a Returning Committee.
§2
The resolution comes into force upon its adoption.”
In open ballot 66,463,769 valid votes were cast from 66,463,769 shares, i.e. 27.69% of shares in the share capital of the Company, where:
1) for adopting a resolution: 63,196,241 votes,
2) against adopting resolutions: 0 votes,
3) abstentions: 3,267,528 votes,
therefore the above resolution was passed.
Ad. 6 of the agenda
“Resolution No. 4
of the Extraordinary General Meeting of Boryszew S.A. of December 19, 2022
on the merger of Boryszew S.A. (as Acquiring Company) with Hutmen Spółka z o.o (as Acquired Company)
The Extraordinary General Meeting of Shareholders of Boryszew S.A. based in Warsaw, acting under Article 506 § 2 and Article 492 § 1 point 1 of the Commercial Companies Code hereby resolves as follows:
§1
- Following presentation by the Management Board of the Company of the relevant elements of the Merger Plan, based on Article. 505 4 of the Commercial Companies Code and having reviewed the complete documentation on the merger procedure, the Extraordinary General Meeting of Shareholders of Boryszew S.A. approves the Merger Plan agreed on July 27, 2022 by the Management Boards of Boryszew S.A. (Acquiring Company) and Hutmen Spółka z o.o. (Acquired Company) and decides to merge Boryszew S.A. (as the Acquiring Company) with Hutmen Spółka z o.o. (as the Acquired Company) by transferring all assets of the Acquired Company to the Acquiring Company as the sole shareholder.
- The merger will be carried out under the provisions of CCC Article 492 § 1 pint 1 by transferring of all the assets of the Acquired Company to the Acquiring Company by universal succession (merger by acquisition).
§2
Given the fact that the Acquiring Company owns 100% of shares in the Acquired Company, the merger of the Companies will take place without increase of the share capital of the Acquiring Company and on the conditions set out in the Merger Plan, which, according to Article 500 §21 of the Commercial Companies Code, has been made available on the websites of the merging Companies at: www.boryszew.com and www.hutmen.pl
§3
In connection with the Acquiring Company is the sole shareholder of the Acquired Company, the merger will be carried out according to the simplified procedure in Article 516 § 6 of the Commercial Companies Code.
§4
The Extraordinary General Meeting of Boryszew S.A. authorises the Management Board of the Company to undertake all necessary actions in the procedure of merger of the Acquiring Company with the Acquired Company.
§5
The resolution becomes effective on the day of its adoption with effect from the date of entering the merger into the register of entrepreneurs competent for the Acquiring Company.
In open ballot, 66,463,769 valid votes were cast from 66,463,769 shares, i.e. 27.69% of the shares in the share capital of the Company, where:
1) for adopting the resolution: 66,463,769 votes,
2) against adopting the resolution: 0 votes,
3) abstaining: 0 votes,
therefore the above resolution was passed.
Ad. 7 of the agenda
“Resolution No. 5
of the Extraordinary General Meeting of Boryszew S.A. of December 19, 20222
on changes in the composition of the Company’s Supervisory Board
§1
The Extraordinary General Meeting of Boryszew SA resolves not to make changes to the composition of the Supervisory Board.
§2
The resolution comes into force upon its adoption. ”
In open ballot, 66,463,769 valid votes were cast from 66,463,769 shares, i.e. 27.69% of the shares in the share capital of the Company, where:
1) for adopting the resolution: 62,936,555 votes,
2) against adopting the resolution: 0 votes,
3) abstaining: 3,527,214 votes,
therefore the above resolution was passed.
The Issuer hereby informs that during the Extraordinary General Meeting of Shareholders, no items on the planned agenda were abandoned and no objections to any of the resolutions were included in the minutes. All resolutions put to the vote were adopted.
Detailed legal basis: § 19 section 1 point 6-9 of the Regulation of the Minister of Finance of March 29, 2018 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by law a non-member state (Journal of Laws of 2018, item 757).
Signatures:
Wojciech Kowalczyk – President of the Management Board
Translation from the original Polish version.
In the event of differences resulting from the translation, reference should be made to the official Polish version.