54/2009 – Drafts of resolutions for Extraordinary General Meeting of Boryszew S.A. of December 21st, 2009

54/2009

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 December 21st, 2009.

(Draft)
Resolution No 1
Of the EGM of Boryszew S.A. of December 21st, 2009
Regarding: choice of the Chairman of the General Meeting.
§ 1
The Extraordinary 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 EGM of Boryszew S.A. of December 21st, 2009
Regarding: approving of the agenda.
§ 1
The Extraordinary General Meeting approves the agenda of the Meeting published in the current report no 53/2009 on November 24th, 2009 and inserted on the web site of the Company.
§ 2
The resolution has been passed in a public vote.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 3
Of the EGM of Boryszew S.A. of December 21st, 2009
Regarding: the choice of Scrutiny Commission.
§ 1
The Extraordinary General Meeting has made the choice of the Scrutiny Commission 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 4
Of the EGM of Boryszew S.A. of December 21st, 2009
Regarding: the increase of the share capital of the Company by issue of Serie E shares saving the collection right. The proposed day of the collection right is January 7th, 2010,

The Extraordinary General Meeting, acting according to art. 431 § 1, 432 § 1 and 2 of the Commercial Companies Code and according to § 13 passage 4 of the Statute of Boryszew S.A. (Company) resolves as follows:
§ 1
1. Shares capital of the Company has been increased from the amount of PLN 6,268,654.70 (say: six million two hundred sixty eight thousand six hundred fifty four and 70/100 Polish zloty) by the amount of PLN 30,000,000.00 (say: thirty million Polish zloty) to the amount of PLN 36,268,654.70 (say: thirty six million two hundred sixty eight thousand six hundred fifty four and 70/100 polish zloty) through the issue of 300,000,000 (say: three hundred millions) of ordinary bearers E Serie shares of the Company of the nominal value of PLN 0.10 (say: 10/100 Polish zloty).
2. Serie E shares may be covered only by money deposit and shall be paid in total before the notification by the Management Board of the Company to the registered court of the increase of the share capital of the Company. Money deposit is understood as payment in cash in the cash deck, transfer to the bank account or deduction with due cash receivables.
3. Serie E shares will participate in dividend on the following rules:
– Serie E shares given or subscribed for the first time on the security papers account at the latest on the day of dividend fixed on the GM on profit distribution, participate in dividend starting from the profit for the previous year, e.g. from January 1st of the turning year directly previous to the year, in which shares have been given or subscribed for the first time on the security papers account.
– Serie E shares given or subscribed for the first time on the security papers account on the day after dividend fixed on the GM on profit distribution, participate in dividend starting from the profit for the turning year, in which shares have been given or subscribed for the first time on the security papers account, e.g from January 1st, 2010.
4. Issue of Serie E shares will be by closed subscription conducted in form of public offer (according to act of July 29th, 2005 on the public offer and conditions of introducing of financial instruments to the organized turnover system and the public companies (Act on Offer).
5. The existing shareholders of the Company will be entitled the right of collection of Serie E shares. For each one A, B, C or D shares possessed on the end of day of collection right, the shareholder of the Company is entitled one collection right. Taking into account the amount of issued Serie E shares, each one collection right entitles to cover of 5 (say: five) Serie E shares.
6. The day of stating shareholders, who are entitled to the collection right of Serie E shares is January 7th, 2010.
7. According to art. 27 passage 2 point 3 of the Act of July 29th, 2005 on the public offer and conditions of introducing of financial instruments to the organized turnover system and the public companies it is agreed to apply for the admission of all Serie E shares, collection right of Serie E shares and rights to Serie E shares to the turnover on the Stock Exchange in Warsaw S.A. The Management Board of the Company is authorized for all activities connected with duties above mentioned.
8. Serie E shares not covered by shareholders under the execution of the right of serie E shares’ collection may be allocated in its sole discretion by the Management Board of the Company.
9. The Management Board of the Company is authorized to take all activities connected with the increase of the share capital of the Company and the offer of Serie E shares as well as to set the detailed conditions of the issue. In particular, the Management Board is authorized to: a) set the issue price of Serie E shares, b) rules of allocation of Serie E shares, which will not be covered under the execution of collection right, c) set the dates of opening and closing of the subscription.
10. The issue price of Serie E shares at the level of the nominal price, e.g. PLN 0.10 (say: 10/100 Polish zloty).
§ 2
The resolution has been passed in a public vote.
§ 3
The resolution is in force from the date of its passing.

Justification:
In the course of economic activity conducted on a big scale it is necessary to react quick and flexible on the requirement of the financial means. The economic situation during the last few months has meant that it is difficult to rely on the existing sources of financing. Banks, as the natural source of financing of the current and investment activities, has limited significantly the credits and the conditions of granting credits are at present much more restricted than a year ago. In this connection it is essential for the Company to dispose alternative sources of financing. At the same time appreciating the contribution of the existing shareholders in the development of the Company, it is proposed to conduct the issue of Serie E shares with the collection right.

Issue with the collection right will allow to maintain the similar structure of stake of the Company before and after its conducting without the risk of the existing shareholders of dilution of the possessed by them stake in the share capital assuming that the existing shareholders will make the collection right in total.

(Draft)
Resolution No 5
Of the EGM of Boryszew S.A. of December 21st, 2009
Regarding: authorization of the Management Board of the Company to conclude the agreement on registration of new shares in KDPW S.A.
§ 1
The Extraordinary General Meeting of the Company authorizes the Management Board of the Company to conclude the agreement with the KDPW S.A. on registration of new Serie E shares, collection right to Serie E shares and the rights to Serie E shares.
§ 2
The resolution has been passed in a public vote.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 6
Of the EGM of Boryszew S.A. of December 21st, 2009
Regarding: authorization of the Management Board of the Company to take actions aiming at annihilating and allowing newly issued shares to the public turnover on the regulated market.
§ 1
The Extraordinary General Meeting of the Company decides that the Serie E shares, collection rights of Serie E shares and rights for Serie E shares will be subject of admission to trading on the regulated market – market of the official quotation on the Warsaw Stock Exchange in Warsaw S.A. In such connection the General Meeting hereby authorizes and obliges the Management Board of the Company to apply for the acceptation of the prospectus connected with the public offer of Serie E shares, publishing of this prospectus after accepting by the Financial Supervisory Commission as well as applying for admission of Serie E shares, collection rights of Serie E shares and rights for Serie E shares for the trading on the official market of stock quotations.
§ 2
The resolution has been passed in a public vote.

§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 7
Of the EGM of Boryszew S.A. of December 21st, 2009
Regarding: change in the Company’s Statute.
§ 1 The following change has been made:

§ 6 passage 1 of the Company’s Statute – existing wording:
“The share capital of the Company is PLN 6,268,654.70 and is divided into 62,686,547 pieces of shares of the nominal value of PLN 0.10 each, including 32,212,500 pieces of Serie A shares, out of which 257,050 pieces of inscribed, privileged and 31,955,450 pieces of ordinary bearer shares; 910,278 pieces of ordinary bearer Serie B shares; 22,563,769 pieces of ordinary bearer Serie C shares and 7,000,000 pieces of ordinary Serie D shares.”
§ 6 passage 1 of the Company’s Statute – proposed change:
The share capital of the Company is PLN 37,611,928.20 and is divided into 362,686,547 pieces of shares of the nominal value of PLN 0.10 each, including 32,212,500 pieces of Serie A shares, out of which 257,050 pieces of inscribed, privileged and 31,955,450 pieces of ordinary bearer shares; 910,278 pieces of ordinary bearer Serie B shares; 22,563,769 pieces of ordinary bearer Serie C shares; 7,000,000 pieces of ordinary Serie D shares and 313,432,735 ordinary bearer Serie E shares.

§ 13 passage 1 of the Company’s Statute – existing wording:
“The General Meeting under ordinary or extraordinary session is called by the Management Board. The Ordinary General Meeting takes place in June at the latest. The Extraordinary General Meeting takes place at the suggestion of the Management Board of the Company, on the written motion of the Supervisory Board or shareholder or shareholders representing at least 1/10 of the share capital.”
§ 13 passage 1 of the Company’s Statute – proposed change:
“The General Meeting under ordinary or extraordinary session is called by the Management Board. The Ordinary General Meeting takes place in June at the latest. The Extraordinary General Meeting takes place at the suggestion of the Management Board of the Company, on the written motion of the Supervisory Board or shareholder or shareholders representing at least 1/20 of the share capital.”

§ 13 passage 2 of the Company’s Statute – existing wording:
Agenda of the General Meeting is set by the Management Board. Shareholder or shareholders representing at least 1/10 of the share capital may require placement of matter in the agenda at the nearest General Meeting. Such requirement must be placed in writing to the Management Board one month prior the proposed date of the general Meeting.
The Supervisory Board calls the General Meeting if:
– the Management Board does not call the General Meeting in due time,
– although placing by the Supervisory Board of the motion, the Management Board does not call the general Meeting in two weeks from the date of placing the requirement.”
§ 13 passage 2 of the Company’s Statute – proposed change:
Agenda of the General Meeting is set by the Management Board. Shareholder or shareholders representing at least 1/20 of the share capital may require placement of matter in the agenda at the nearest General Meeting. Such requirement must be placed to the Management Board not later than 21 days before the date of the General Meeting.
The Supervisory Board calls the General Meeting if:
– the Management Board does not call the General Meeting in due time,
– although placing by the Supervisory Board of the motion, the Management Board does not call the general Meeting in two weeks from the date of placing the requirement.”

§ 13 passage 3 of the Company’s Statute – existing wording:
The General Meeting is called through the notification in the Economic and Court Official Gazette at least 21 days before its date.
§ 13 passage 3 of the Company’s Statute – proposed change:
The General Meeting is called through notification on the web site of the Company and in the way described for passing current information according to the rules of law. Such notification is placed at least 26 days before the its date .

§ 13 passage 5 of the Company’s Statute – existing wording:
Shareholders participate in the General Meeting personally or by proxy. The power of attorney, under severity of nullity, should be given in writing and enclosed to the protocol of the General Meeting. The member of the Management Board and the employee of the Company cannot be the proxy.
§ 13 passage 5 of the Company’s Statute – proposed change:
Shareholders participate in the General Meeting personally or by proxy. The power of attorney to participate in the General Meeting of the public company and to execute the right of vote requires the writing form or electronically.
§ 2
The resolution has been passed in a public vote.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 8
Of the EGM of Boryszew S.A. of December 21st, 2009
Regarding: change 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 has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

Additionally the Management Board of the Company informs that according to the rule no 3 of part III point 1 of the Good Practices of the companies quoted on the Warsaw Stock Exchange, the Supervisory Board of Boryszew S.A. on its meeting on November 24th, 2009 has given the positive opinion of the drafts of resolutions of the EGM called on December 21st, 2009.

Signatures:

Małgorzata Iwanejko – Chairman of the Management Board