53/2010
The Management Board of Boryszew S.A. gives to public knowledge the contents of drafts of resolutions, which will be discussed on the Extraordinary General Meeting of Boryszew S.A. on August 17th, 2010.
(Draft)
Resolution No 1
Of the EGM of Boryszew S.A. of August 17th, 2010
Regarding: choice of the Chairman of the General Meeting.
§ 1
The Extraordinary General Meeting makes the choice of Chairman of the EGM to …………………………………….
§ 2
The resolution is in force from the date of its passing.
(Draft)
Resolution No 2
Of the EGM of Boryszew S.A. of August 17th, 2010
Regarding: approving of the agenda.
§ 1
The Extraordinary General Meeting approves the agenda of the Meeting published in the current report no 52/2010 on July 22nd, 2010 and inserted on the web site of the Company.
§ 2
The resolution is in force from the date of its passing.
(Draft)
Resolution No 3
Of the EGM of Boryszew S.A. of August 17th, 2010
Regarding: the choice of Scrutiny Commission.
§ 1
The Extraordinary General Meeting has made the choice of the Scrutiny Commission to ………………
§ 2
The resolution is in force from the date of its passing.
(Draft)
Resolution No 4
Of the EGM of Boryszew S.A. of August 17th, 2010
Regarding: change in the Company’s Statute.
The Extraordinary General Meeting, acting according to art. 430 of the Commercial Companies Code and according to § 13 passage 7 point 4 of the Statute of Boryszew S.A. (Company) resolves as follows:
§ 1
The following changes have been introduced in the Company’s Statute:
I. § 4 passage 1 of the Company’s Statute has been completed of the following kinds of activity::
22.11 Z Production of rubber tyres and air-chambers: recapping and regeneration of rubber tyres
22.19.Z Production of other rubber goods,
24.20.Z Production of steel tubes, conductors, finished sections and connectors
25.93.Z Production of goods of wire, chains and springs
27.33 Z Production of installations equipment
27.90 Z Production of other electrical equipment
29.31.Z Production of electrical and electronics outfit for engine vehicle
29.32.Z Production of other parts and accessories for engine vehicles, excluding motor-cycles
32.99 Z Production of other goods, otherwise not classified
45.32.Z Retail sale of parts and accessories for cars, excluding motor-cycles.
II. § 11 passage 6 of the Company’s Statute – existing wording:
“Two Management Board Member acting jointly or one Management Board Member and a proxy may make declarations of will and sign on behalf of the Company. If the Management Board consists of one person, the President of the Management Board is authorised to make declarations of will and to sign on behalf of the Company single-handedly”
§ 11 passage 6 of the Company’s Statute – proposed change:
“Chairman of the Management Board or two Management Boards members acting jointly or one Management Board Member and a proxy may make declarations of will and sign on behalf of the Company”.
III. In the decision of § 12 passage 11 point 9 in place of cancelled letter d) a letter d) with the following wording is added:
“acquisition of rights or incurring liabilities, which value exceed 5 (five) million PLN, if, as a result of these activities the Company is to buy fixed assets (in tax rules interpretation)”.
IV. In the decision of § 13, passage 9 has been cancelled.
Justification:
The purpose of introduced changes is to secure transparency and compactness of the decisions of the Statute as well as improve the functioning of the Company and its bodies.
At the same time according to the intention of buying Maflow Polska Sp. z o.o. it is necessary to expand the kind of activity of the Company.
The above mentioned changes results from the resolution no 17 of the Ordinary General Meeting of Boryszew S.A. of June 22nd, 2010, which has been prepared in the form of notarial act by the notary public Teresa Jamróz-Wiśniewska, notary public in Warsaw (No 4681/2010)
§ 2
The resolution is in force from the date of its passing with the force from the date of registered the above mentioned changes by the Register Court.
(Draft)
Resolution No 5
Of the EGM of Boryszew S.A. of August 17th, 2010
Regarding: expressing an agreement to dispose a real estate.
§ 1
Acting according to the art. 393 point 4 of the Commercial Companies Code it is resolved:
§ 1
Extraordinary General Meeting of Boryszew S.A. expresses its agreement to dispose the real estate no 541/34 of an area of 4.9209 ha located in Tychy Urbanowice at 42, Serdeczna Str.
The mentioned real estate has got a land register no KW KA1T/00033310/6 carried by Regional Court in Tychy, V Section of the Land registers. The administrative-production building and a store house are situated on this real estate.
§ 2
The final sale conditions of the above mentioned real estate require acceptation of the Supervisory Board.
§ 3
The resolution is in force from the date of its passing.
(Draft)
Resolution No 6
Of the EGM of Boryszew S.A. of August 17th, 2010
Regarding: changes in the Supervisory Board.
Acting according to the art. 385 § 1 of the Commercial Companies Code and § 12 passage 1 of the Company’s Statute it is resolved:
§ 1
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.
Signatures:
Małgorzata Iwanejko – Chairman of the Management Board