82/2013
The Management Board of Boryszew S.A. announces the content of resolutions, which are to be discussed on the Extraordinary General Meeting of Boryszew S.A. on 25 November 2013.
(Draft)
Resolution No 1
Of the Extraordinary General Meeting of Boryszew S.A. of 25 November 2013
Regarding: choice of the Chairman of the General Meeting.
§ 1
The Extraordinary General Meeting makes the choice of Chairman of the OGM to Mr. ……………..
§ 2
The resolution is in force from the date of its passing.
(Draft)
Resolution No 2
Of the Extraordinary General Meeting of Boryszew S.A. of 25 November 2013
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 81/2013 published on 29 October 2013.
§ 2
The resolution is in force from the date of its passing.
(Draft)
Resolution No 3
Of the Extraordinary General Meeting of Boryszew S.A. of 25 November 2013
Regarding: choose of the Scrutiny Commission
§ 1
The Extraordinary General Meeting 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 Extraordinary General Meeting of Boryszew S.A. of 25 November 2013
Regarding: on merger of Boryszew S.A. (as taking-over company) with Boryszew ERG S.A. and Nylonbor Sp. z o.o. (as taken-over companies).
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 23 October 2013 by the Management Boards of Boryszew S.A. (Taking-over Company) and Boryszew ERG S.A. and Nylonbor Sp. z o.o. (as Taken-over companies), being the enclosure no 1 to this protocol and decides on merger of Boryszew S.A. (as Taking-over Company) with Boryszew ERG S.A. and Nylonbor Sp. z o.o. (as Taken-over companies) by transfer on the Taking-over Company as the only partner of the whole assets of the Taken-over Companies.
§ 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, www.boryszewerg.pl and www.nylonbor.pl.
§ 3
As The Taking-over Company is the only partner of the Taken-over Companies, the merger will be executed in the simplified mode pointed in art. 516 § 6 of the Commercial Companies Code.
§ 4
The Extraordinary General Meeting authorizes the Management Board of the Company to make all necessary steps connected with execution the procedure of merger of the Taking-over company with the Taken-over companies.
§ 5
The resolution is in force from the date of its passing with the legal force of the day of inserting the merger to the entrepreneurs registry of each Taken-over company.
(Draft)
Resolution No 5
Of the Extraordinary General Meeting of Boryszew S.A. of 25 November 2013
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:
– 25.40.Z Production of weapon and ammunition,
– 28.15.Z Production of bearings, gear wheels, gear transmissions and power feed elements
§ 2
The resolution is in force from the date of registration by the register court of the above mentioned changes.
Justification of the resolution:
In connection with the planned merger of Boryszew S.A. with the seat in Sochaczew with Boryszew ERG S.A. with the seat in Sochaczew and Nylonbor Sp. z o.o with the seat in Sochaczew, it is necessary to broaden the object of the Company’s operations.
(Draft)
Resolution No 6
Of the Extraordinary General Meeting of Boryszew S.A. of 25 November 2013
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:
– 41.10.Z Realization of construction projects connected with erecting of buildings,
– 41.20.Z Construction works connected with erecting of apartment and non-apartment buildings,
– 43.11.Z Demolition of construction objects,
– 43.12.Z Preparing the construction sites,
– 43.13.Z Execution of excavations and geological-engineering drillings,
– 43.22.Z Execution of water-sewerage, thermal, gas and conditioning systems,
– 43.29.Z Execution of other construction systems,
– 43.31.Z Plastering,
– 43.33.Z Flooring, paper-hanging and walls facing,
– 43.34.Z Painting and glazing,
– 43.39.Z Execution of other construction and finishing works,
– 43.91.Z Execution of building and roof structures.
§ 2
The resolution is in force from the date of registration by the register court of the above mentioned changes.
(Draft)
Resolution No 7
Of the Extraordinary General Meeting of Boryszew S.A. of 25 November 2013
Regarding: changes in the Supervisory Board
Acting on behalf of art. 385 § 1 of the Commercial companies code and § 13 passage 8 point 6 of the Company Statute, it is resolved:
§ 1
Mr…/Mrs. …………………. has been dismissed from the composition of the Supervisory Board of Boryszew S.A.
§ 2
The resolution is in force from the date of its passing.
§3
The resolution has been passed in secret ballot.
Justification of the resolution:
The resolution results from the fact of placing the point regarding changes in the Supervisory Board in the agenda of the Extraordinary General Meeting. This point of the agenda has been placed customary in order to make the shareholder possible to make changes in the Supervisory Board.
(Draft)
Resolution No 8
Of the Extraordinary General Meeting of Boryszew S.A. of 25 November 2013
Regarding: changes in the Supervisory Board
Acting on behalf of art. 385 § 1 of the Commercial companies code and § 13 passage 8 point 6 of the Company Statute, it is resolved:
§ 1
Mr…/Mrs. …………………. has been appointed to the composition of the Supervisory Board of Boryszew S.A.
§ 2
The resolution is in force from the date of its passing.
§3
The resolution has been passed in secret ballot.
Justification of the resolution:
The resolution results from the fact of placing the point regarding changes in the Supervisory Board in the agenda of the Extraordinary General Meeting. This point of the agenda has been placed customary in order to make the shareholder possible to make changes in the Supervisory Board.
Signatures:
Piotr Szeliga – President of the Management Board