59/2010 – Resolutions passed on the Extrardinary General Meeting of Boryszew S.A.

59/2010

The Management Board of Boryszew S.A. gives to public knowledge the contents of resolutions passed on the Extraordinary General Meeting of Boryszew S.A. on August 17th, 2010.

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 OGM to Mr. Arkadiusz Krężel.
§ 2
The resolution is in force from the date of its passing.
In the secret ballot it voted 219,126,226 valid votes out of 219,113,726 shares, e.g out of 58.25% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………. 219,126,226 votes,
2) against resolution …………………………………………0 votes,
3) sustained …………………………………………………..0 votes.

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 by the Management of the Board and inserted on the web site at: www.ir.boryszew.com.pl and in the current report no 52/2010 on July 22nd, 2010, supplemented on the shareholder’s motion and published as current report no 55/2010 on July 27th, 2010.
§ 2
The resolution is in force from the date of its passing.
In the public vote it voted 219,126,226 valid votes out of 219,113,726 shares, e.g out of 58.25% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………. 218,922,641 votes,
2) against resolution …………………………………………0 votes,
3) sustained ……………………………………… 203,585 votes.

Resolution No 3
Of the EGM of Boryszew S.A. of August 17th, 2010
Regarding: not to choose the Scrutiny Commission.
§ 1
The Extraordinary General Meeting has decided not to choose the Scrutiny Commission.
§ 2
The resolution has been passed in a public vote.
§ 3
The resolution is in force from the date of its passing.
In the public vote it voted 219,126,226 valid votes out of 219,113,726 shares, e.g out of 58.25% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………. 218,922,641 votes,
2) against resolution …………………………………………0 votes,
3) sustained ……………………………………… 203,585 votes.

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 § 1of the Commercial Companies Code and according to § 13 passage 8 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.

§ 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.
In the public vote it voted 219,126,226 valid votes out of 219,113,726 shares, e.g out of 58.25% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………. 218,998,467 votes,
2) against resolution …………………………………………0 votes,
3) sustained ……………………………………… 127,759 votes.

Resolution No 5
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 § 1of the Commercial Companies Code and according to § 13 passage 8 point 4 of the Statute of Boryszew S.A. resolves as follows:

§ 1
The following changes in the Company’s Statute have been introduced:
§ 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.
In the public vote it voted 219,126,226 valid votes out of 219,113,726 shares, e.g out of 58.25% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………. 218,321,408 votes,
2) against resolution …………………………………………0 votes,
3) sustained ……………………………………… 804,818 votes.

Resolution No 6
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.
In the public vote it voted 219,126,226 valid votes out of 219,113,726 shares, e.g out of 58.25% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………. 218,998,467 votes,
2) against resolution …………………………………………0 votes,
3) sustained ……………………………………… 127,759 votes.

Resolution No 7
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 – October 8th, 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.
In the public vote it voted 219,126,226 valid votes out of 219,113,726 shares, e.g out of 58.25% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………. 218,151,000 votes,
2) against resolution …………………………………………0 votes,
3) sustained ……………………………………… 975,226 votes.

Resolution no 8
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.

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.
In the public vote it voted 219,126,226 valid votes out of 219,113,726 shares, e.g out of 58.25% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………. 218,151,000 votes,
2) against resolution …………………………………………0 votes,
3) sustained ……………………………………… 975,226 votes.

Resolution no 9
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.
In the public vote it voted 219,126,226 valid votes out of 219,113,726 shares, e.g out of 58.25% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………. 218,151,000 votes,
2) against resolution …………………………………………0 votes,
3) sustained ……………………………………… 975,226 votes.

Resolution no 10
Of the EGM of Boryszew S.A. of August 17th, 2010
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. Dariusz Jarosz (ID no. PESEL 640723 09816) is appointed to the Supervisory Board of Boryszew S.A.
§ 2
The resolution is in force from the date of its passing.
In the secret ballot it voted 219,126,226 valid votes out of 219,113,726 shares, e.g out of 58.25% shares in the initial capital of the Company, as follows:
1) for taking resolution …………………………. 218,828,059 votes,
2) against resolution …………………………………………0 votes,
3) sustained ……………………………………… 127,759 votes.

Signatures:

Małgorzata Iwanejko – Chairman of the Management Board
Robert Bednarski – Vice Chairman of the Management Board