85/2013 – Resolutions passed on the Extraordinary General Meeting of Boryszew S.A. of 25 November, 2013

85/2013

The Management Board of Boryszew S.A. releases to public the contents of resolutions passed on the Extraordinary General Meeting of Boryszew S.A. on 25 November, 2013.
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 acting according to art. 409 § 1 of the commercial companies code, makes the choice of Chairman of the Extraordinary General Meeting of Boryszew S.A. to Mr. Arkadiusz Krężel.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
In secret ballot it voted 787,409,047 valid votes out of 787,409,047 shares, i.e. out of 35.79 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 787,409,047 votes,
2) against resolution: 0 vote,
3) sustained: 0 vote,
so the resolution was passed. Mr. Arkadiusz Krężel accepted the election.

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.
In public voting it voted 787,409,047 valid votes out of 787,409,047 shares, i.e. out of 35.79 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 787,409,047 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 25 November, 2013
Regarding: not to choose the Scrutiny Commission

§ 1
The Extraordinary General Meeting decided not to choose the Scrutiny Commission.
§ 2
The resolution is in force from the date of its passing.
In public voting it voted 787,409,047 valid votes out of 787,409,047 shares, i.e. out of 35.79 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 787,409,047 votes,
2) against resolution: 0 vote,
3) sustained: 0 vote,
so the resolution was passed.

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.
In public voting it voted 787,409,047 valid votes out of 787,409,047 shares, i.e. out of 35.79 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 787,409,047 votes,
2) against resolution: 0 vote,
3) sustained: 0 vote,
so the resolution was passed.

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.
In public voting it voted 787,409,047 valid votes out of 787,409,047 shares, i.e. out of 35.79 % shares in the initial capital of the Company, as follows:
1) for passing resolution: 787,409,047 votes,
2) against resolution: 0 vote,
3) sustained: 0 vote,
so the resolution was passed.

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.
In public voting it voted 787,409,047 valid votes out of 787,409,047 shares, i.e. out of 35.79 % shares in the initial capital of the Company, as follows:
4) for passing resolution: 787,409,047 votes,
5) against resolution: 0 vote,
6) sustained: 0 vote,
so the resolution was passed.

The Management Board of the Company informs that, as there were no motions regarding changes in the Supervisory Board, the Extraordinary General Meeting of Boryszew S.A., point no 9 of the agenda remains without resolutions.

Signatures:

Piotr Szeliga – President of the Management Board