61/2012
The Management Board of Boryszew S.A. announces the content of resolutions passed on the Extraordinary General Meeting of Boryszew S.A. on 28th November 2012
Resolution No 1
Of the Extraordinary General Meeting of Boryszew S.A. of November 28th, 2012
Regarding: choice of the Chairman of the General Meeting.
§ 1
The Extraordinary General Meeting makes the choice of Chairman of the OGM to Mr. Sebastian Bogusławski.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
In the secret ballot it voted 774,988,419 valid votes out of 774,988,419 shares, i.e. out of 34.34 % shares in the initial capital of the Company, as follows:
1) for passing resolution . 774,988,419 votes,
2) against resolution 0 vote,
3) sustained 0 vote,
so the resolution was passed. Mr. Sebastian Bogusławski accepted the election.
Resolution No 2
Of the Extraordinary General Meeting of Boryszew S.A. of 28th November 2012
Regarding: approving of the agenda.
§ 1
The Extraordinary General Meeting accepts the agenda of the Meeting published on the web site of the Company at www.ir.boryszew.com.pl and in the current report no 55/2012 published on 31st October 2012.
§ 2
The resolution is in force from the date of its passing.
In the public voting it voted 774,988,419 valid votes out of 774,988,419 shares, i.e. out of 34.34 % shares in the initial capital of the Company, as follows:
1) for passing resolution 774,988,419 votes,
2) against resolution 0 vote,
3) sustained.0 vote,
so the resolution was passed.
Resolution No 3
Of the Extraordinary General Meeting of Boryszew S.A. of 28th November 2012
Regarding: not to choose the Scrutiny Commission
§ 1
The Extraordinary General Meeting has decided not to choose the Scrutiny Commission.
§ 2
The resolution is in force from the date of its passing.
In the public voting it voted 774,988,419 valid votes out of 774,988,419 shares, i.e. out of 34.34 % shares in the initial capital of the Company, as follows:
1) for passing resolution 765,445,420 votes,
2) against resolution 0 vote,
3) sustained 9,542,999 votes,
so the resolution was passed.
Resolution No 4
Of the Extraordinary General Meeting of Boryszew S.A. of 28th November 2012
Regarding: on merger of Boryszew S.A. (as taking-over company) with Nowoczesne Produkty Aluminiowe Skawina S.A. (as taken-over company).
The Extraordinary General Meeting with the seat in Sochaczew, acting on behalf of art. 506 § 1 and art. 492 § 1of the Commercial companies code, resolves, as follows:
§ 1
The Extraordinary General Meeting of Boryszew S.A. accepts the Merger Plan coordinated on October 26th, 2012 by the Managements Boards of Boryszew S.A. (Taking-over Company) and Nowoczesne Produkty Aluminiowe Skawina S.A. (Taken-over Company), being the enclosure no 1 to this protocol and decides on merger of Boryszew S.A. (as Taking-over Company) with Nowoczesne Produkty Aluminiowe Skawina S.A. (as Taken-over Company) by transfer on the Taking-over Company as the only partner of the whole assets of the Taken-over Company.
§ 2
The mentioned merger will be executed according to art. 515 § 1 of the Commercial Companies Code, without the increasing of the share capital of the Taking-over Company and according to the conditions determined in the Merger Plan, which, according to art. 500 2§ 1 of the Commercial Companies Code, has been published on the web sites of the merged companies, at: www.ir.borydzew.com.pl and www.npa.pl.
§ 3
As The Taking-over Company is the only partner of the Taken-over Company, the merger will be executed in the simplified mode pointed in art. 516 § 6 of the Commercial Companies Code.
§ 4
The Extraordinary general Meeting of Boryszew S.A. entitles the Company’s Management Board to take any necessary actions connected with the procedure of merger of the Taking-over Company with the Taken-over Company.
§ 5
The resolution is in force from the date of its passing with the legal force of the date of register the merger to the registry of entrepreneurs appriopriated for the taking-over Company.
In the public voting it voted 774,988,419 valid votes out of 774,988,419 shares, i.e. out of 34.34 % shares in the initial capital of the Company, as follows:
1) for passing resolution 774,488,419 votes,
2) against resolution 500,000 votes,
3) sustained 0 vote,
so the resolution was passed.
Resolution No 5
Of the Extraordinary General Meeting of Boryszew S.A. of 28th November 2012
Regarding: change of the Company’s Statute.
Acting on behalf of art. 430 § 1 and 5 of the Commercial companies code and § 13 passage 8 point 4 of the Company Statute, it is resolved:
§ 1
In § 4 point 1 of the Statute the following kinds of operations have been added:
– 24.42.B Production of aluminium and its alloy semi-products
– 24.53.Z Foundry of light metals,
– 25.50.Z Forge,press, extruding and rolling of metals; powders metallurgy,
– 25.91.Z Production of metal boxes,,
– 25.92.Z Production of metal packages,
– 27.31.Z Production of light cables,
– 27.32.Z Production of other electronic and electric conductors and cables,
– 28.41.Z Production of machines for metalworking,
– 46.14.Z Activity of agents operating in sale of machines, industrial appliances, ships and planes,
– 46.15.Z Activity of agents operating in sale of furnitures, household appliances and small metals products,
– 46.62.Z Wholesale of machine tools.
§ 2
The resolution is in force from the date of registration by the register court of the above mentioned changes.
In the public voting it voted 774,988,419 valid votes out of 774,988,419 shares, i.e. out of 34.34 % shares in the initial capital of the Company, as follows:
1) for passing resolution 774,488,419 votes,
2) against resolution 500,000 votes,
3) sustained.0 vote,
so the resolution was passed.
Resolution No 6
Of the Extraordinary General Meeting of Boryszew S.A. of 28th November 2012
Regarding change of the Company’s Statute.
Acting on behalf of art. 430 § 1 and 5 of the Commercial companies code and § 13 passage 8 point 4 of the Company Statute, it is resolved:
§ 1
In § 4 point 1 of the Statute the following kind of operations has been added:
– 85.59.B Other off-school educations forms, elsewhere not classified.
§ 2
The resolution is in force from the date of registration by the register court of the above mentioned changes.
In the public voting it voted 774,988,419 valid votes out of 774,988,419 shares, i.e. out of 34.34 % shares in the initial capital of the Company, as follows:
1) for passing resolution 774,488,419 votes,
2) against resolution 500,000 votes,
3) sustained 0 vote,
so the resolution was passed.
At the same time the Management Board informs that as there were no motions regarding changes in the Supervisory Board, the Extraordinary general Meeting of Boryszew S.A. did not pass any resolutions as far as the point 9 of the agenda was concerned.
Signatures:
Piotr Szeliga – President of the Management Board