Raport numer: 55/2010
The Management Board of Boryszew S.A. informs that the Company has got the shareholder’s motion to place in the agenda of the Extraordinary General Meeting called for August 17th, 2010 the following issues:
1. Passing resolution on changes in the Company’s Statute .
2. Passing resolution on increasing the initial capital of the Company in the way of issue F series shares. Proposed day of collection right – November 2nd, 2010.
3. Passing resolution on authorization of the Company’s Management Board to take actions to dematerialization and to admit new issue shares to trading on the regular market.
4. Passing resolution on change in the Company’s Statute .
Drafts of resolutions of the EGM of Boryszew S.A. added on the shareholder’s motion:
Ad. 1
In § 11 passage no 4 of the Company’s Statute the existing wording:
“The Management Board under the chairmanship of the Chairman runs the Company and represents the Company.”
The new wording results from the following resolution’s draft.
(Draft)
Resolution no ……
Of the EGM of Boryszew S.A. of August 17th, 2010
Regarding: changes of the Company’s Statute.
Acting on behalf of art. 430 § 1 of the Commercial companies code and § 13 passage 8 point 4 of the Company’s Statute, it is resolved:
§ 1
The following changes in the Company’s Statute have been introduced:
1) § 11 passage no 4 has got the following wording: “The Management Board under the chairmanship of the Chairman runs the Company and represents the Company. Boards resolutions are passed by the completed majority, under such provision that in case of equality of votes, the chairman’s vote decides”.
§2
The resolution is in force from the date of its passing with the legal validity from the day of registering the change by the Register Court.
Ad. 2
(Draft)
Resolution no ……
Of the EGM of Boryszew S.A. of August 17th, 2010
Regarding: increasing the initial capital of the Company in the way of issue F series shares. Proposed day of collection right – November 2nd, 2010.
Acting on behalf of art. 431 § 1 and § 2 point 2, 432 § 1 and § 2 of the Commercial companies code and § 13 passage 8 point 4 of the Company’s Statute, it is resolved:
§ 1
1. Shares capital of the Company has been increased from the amount of PLN 37,611,928.20 (say: thirty seven million six hundred eleven thousand nine hundred twenty eight and 20/100 Polish zloty) by the amount of PLN 75,223,856.40 (say: seventy five million two hundred twenty three thousand eight hundred fifty six and 40/100 Polish zloty) to the amount of PLN 112,835,784.60 (say: one hundred eleven million eight hundred thirty five thousand seven hundred eighty four and 60/100 polish zloty) through the issue of 752,238,564 (say: seven hundred fifty two million two hundred thirty eight thousand five hundred sixty four) of ordinary bearers F series shares of the Company of the nominal value of PLN 0.10 (say: 10/100 Polish zloty) each ( “F Series shares”).
2. Series F 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. Series F shares will participate in dividend on the following rules:
– Series F 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.
– Series F 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 Series F 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 Series F 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 Series F shares, each one collection right entitles to cover of 2 (say: two) Series F shares.
6. The day of stating shareholders, who are entitled to the collection right of Series F shares is November 2nd, 2010.
7. F series shares will not have a document form.
8. 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 Series F shares, collection right of Series F shares and rights to Series F 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.
9. Series F shares not covered by shareholders under the execution of the right of series F shares’ collection may be allocated in its sole discretion by the Management Board of the Company.
10. 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 Series F shares as well as to set the detailed conditions of the issue. In particular, the Management Board is authorized to: a) rules of allocation of Series F shares, which will not be covered under the execution of collection right, b) set the dates of opening and closing of the subscription.
11. The issue price of Series F shares at the level of the nominal price, e.g PLN 0.10 (say: 10/100 Polish zloty).
§ 2
The resolution is in force from the date of its passing.
Ad. 3
(Draft)
Resolution no ……
Of the EGM of Boryszew S.A. of August 17th, 2010
Regarding: authorization of the Company’s Management Board to take actions to dematerialization and to admit shares to trading on the regular market.
§ 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 Series F shares, collection right to Series F shares and the rights to Series F shares.
§ 2
The Extraordinary General Meeting of the Company decides that the Series F shares, collection rights of Series F shares and rights for Series F 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 Series F shares, publishing of this prospectus after accepting by the Financial Supervisory Commission as well as applying for admission of Series F shares, collection rights of Series F shares and rights for Series F shares for the trading on the official market of stock quotations.
§ 3
The resolution is in force from the date of its passing.
Ad. 4
(Draft)
Resolution no ……
Of the EGM of Boryszew S.A. of August 17th, 2010
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 initial capital of the Company is PLN 37,611,928.20 and is divided into 376,119,282 pieces of shares of the nominal value of PLN 0.10 each, including 32,212,500 pieces of Series A shares, out of which 224,550 pieces of inscribed, privileged and 31,987,950 pieces of ordinary bearer shares; 910,278 pieces of ordinary bearer Series B shares; 22,563,769 pieces of ordinary bearer Series C shares; 7,000,000 pieces of ordinary Series D shares and 313,432,735 ordinary bearer Series E shares.
§ 6 passage 1 of the Company’s Statute – proposed change:
The initial capital of the Company is PLN 112,835,784.60 and is divided into 1,128,357,846 pieces of shares of the nominal value of PLN 0.10 each, including 32,212,500 pieces of Series A shares, out of which 224,550 pieces of inscribed, privileged and 31,987,950 pieces of ordinary bearer shares; 910,278 pieces of ordinary bearer Series B shares; 22,563,769 pieces of ordinary bearer Series C shares; 7,000,000 pieces of ordinary Series D shares and 313,432,735 pieces of ordinary bearer Series E shares, 752,238,564 pieces of ordinary bearer series F shares.
§2
The resolution is in force from the date of its passing with the legal validity from the day of registering the change by the Register Court.
Taking the above mentioned into consideration, the Management Board of Boryszew S.A. decides to implement the changes to the agenda of the EGM published on July 22nd, 2010, as follows:
1. Under point 6 of the agenda: passing resolution on changes in the Company’s Statute by change § 11 passage no 4 of the Company’s Statute.
2. Adding as point 8: passing resolution on increasing the initial capital of the Company in the way of issue F series shares. Proposed day of collection right – November 2nd, 2010.
3. Adding as point 9: passing resolution on authorization of the Company’s Management Board to take actions to dematerialization and to admit new issue shares to trading on the regular market.
4. Adding as point 10: passing resolution on change in the Company’s Statute.
5. The hitherto existing point 8 of the agenda (Passing resolution on changes in the Supervisory Board) has got number 11 of the changed agenda.
6. The hitherto existing point 9 of the agenda (Closing the meeting) has got number 12 of the changed agenda.
In connection with the above mentioned changes, the supplemented agenda of the EGM has been presented, as follows:
1. Opening of the Extraordinary General Meeting.
2. Election of the Chairman of the Meeting.
3. Stating the rightness of calling of the Ordinary General Meeting and its abilities for taking resolutions.
4. Acceptation of the agenda of General Meeting.
5. Election of Scrutiny Committee,
6. Passing resolution on changes in the Company’s Statute.
7. Passing resolution on expressing an agreement to dispose a real estate.
8. Passing resolution on increasing the initial capital of the Company in the way of issue F series shares. Proposed day of collection right – November 2nd, 2010.
9. Passing resolution on authorization of the Company’s Management Board to take actions to dematerialization and to admit shares to trading on the regular market.
10. Passing resolution on change in the Company’s Statute.
11. Passing resolutions on changes in the Supervisory Board.
12. Closing the meeting.
Detailed information concerning principles of participation in the EGM and the persons authorized to participate in the EGM have been passed in the current report of the Company no 52/2010 of July 22nd, 2010.
Drafts of resolutions of the EGM to all points of the agenda other than these placed on the shareholder’s motion have been passed in the current report of the Company no 53/2010 of July 22nd, 2010.
Signatures:
Małgorzata Iwanejko – Chairman of the Management Board.
Robert Bednarski – Vice-Chairman of the Management Board