44/2009
The Management Board of Boryszew S.A., basing on article 399 of the Commercial Companies Code and § 13 passage 1 of the Company Articles, calls for November 23rd, 2009 , at 12.00, in the seat of Impexmetal S.A. in Warsaw, 7/9 Łucka street, the Extraordinary General Meeting with the following agenda:
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. Implementation of the agenda of General Meeting,
5. Election of Scrutineers Committee,
6. Taking resolution on increase of share capital by issue of Serie E shares,
7. Taking resolution on authorization of the Management Board to conclude an agreement of registration of new shares in KDPW S.A.,
8. Taking resolution on authorization of the Management Board to take activity aiming at
annihilating and allowing newly issued shares to the public turnover on the regulated market,
9. Taking resolution on change in the Supervisory Board,
10. Taking resolution on changes in the Company’s Statute,
11. Taking resolution on changes in the Supervisory Board,
12. Closing the meeting.
The right to participate in the Extraordinary General Meeting.
The right to participate in the EGM belongs to the shareholders of the Company as of 16 days before the date of the EGM, e.g. in the day of registration on the GM.
The right to demand to place issues in the agenda of the Extraordinary General Meeting.
Shareholder or shareholders representing at least 1/20 of share capital may demand placing issues in the agenda of Extraordinary General Meeting. Such demand should be placed to the Management Board not later than 21 days before the date of the Meeting, e.g. to November 2nd, 2009. Demand should included justification or draft of resolution concerning the proposed point of the agenda. The Management Board immediately, but not later than 18 days before the date of the Meeting, e.g to November 5th, 2009 has announced changes in the agenda, introduced on demand of shareholders. Changes are announced in a way appropriated for calling the General Meeting. The demands should be sent either to the seat of the Company or electronically to the addresses: m.guryniuk@impexmetal.com.pl and m.goczynska@impexmetal.com.pl. Documents confirmed the right to notify demand must be enclosed to such demand.
The right to notify drafts of resolutions concerning issues introduced to agenda or issues, which are to be introduced to the agenda before the date of the General Meeting.
Shareholder or shareholders of the Company representing at least 1/20 of share capital of the Company may before the date of the Extraordinary General Meeting notify to the Company in writing or electronically drafts of resolutions concerning issues introduced to the agenda of the Extraordinary General Meeting or issues, which are to be introduced to the agenda .
The Company immediately announces the drafts of resolutions on the web site of the Company. Drafts of resolutions together with their justifications should be sent either to the seat of the Company or electronically to the addresses: m.guryniuk@impexmetal.com.pl and m.goczynska@impexmetal.com.pl.
The right to notify drafts of resolutions concerning issues introduced to the agenda during the General Meeting.
Each of shareholders may during the General Meeting notifies drafts of resolutions concerning issues introduced to the agenda. Shareholder also has the right to notify proposals, changes and supplements to the resolutions’ drafts covered by the agenda of the Extraordinary General Meeting – till the end of discussion over the appriopriated point of agenda.
The above mentioned proposals together with a short justification should be placed in writing – separately for each draft of resolution – stating name and family name or company of shareholder, to the hands or the Chairman of the General Meeting.
Execution the right of vote through proxy.
1. According to the art. 412 of the Commercial Companies Code shareholders may participate in the General Meeting of Boryszew S.A. and execute the right of vote personally or through proxy. Proxy should be granted either in writing or electronically. Proxies of legal persons should present actual copy from court registries, naming persons entitled to represent of such persons. Persons not mentioned in the above mentioned copy should have proxy signed by persons authorized to represent this legal person.
2. Proxy to participate in the General Meeting of the Company and execute the right of vote may be granted electronically. Granting proxy electronically does not require to sign the secure electronically signature verified by certified valid certificate. Proxy granted electronically should identify the shareholder or proxy.
3. Proxy granted electronically should be sent to the addresses: m.guryniuk @impexmetal.com.pl or m.goczynska@impexmetal.com.pl at the latest to the time of starting the General Meeting.
4. The electronic proxy should be created in the separate document signed by shareholder or person authorized to represent shareholder and it should be sent as enclosure to the e-mail addresses pointed in point 3 above.
Documents confirming the right of the shareholder to participate in the General Meeting must be sent obligatory together with the electronic proxy. Proxy must show its proxy when the present list is made.
5. If the proxy on the General Meeting of Boryszew S.A. is the member of the Management Board, member of the Supervisory Board or the employee of the Company, the proxy may authorize to represent only on the Extraordinary General Meeting on that day. Proxy must reveal to shareholder circumstances showing the existing or possibility of existing of the conflict of interest. Granting further proxy is excluded. Proxy votes according to instructions given by shareholder.
The whole text of documentation, which will be presented to the Extraordinary General Meeting and drafts of resolutions with justification of the Management Board and the Supervisory Board of the Company concerning issues introduced to the agenda or issues which are to be introduced to the agenda before the date of the General Meeting is placed from the day of calling of the Extraordinary General Meeting on the web site of the Company (www.ir.boryszew.com.pl). These documents are immediately up-dated in case of introducing changed according to the rules of Commercial Companies Code.
Person entitled to participate in the extraordinary general Meeting can get the copies of above mentioned documents in the seat of the Company.
The list of shareholders entitled to participate in EGM will be presented in the seat of the company during 3 week-days before the GM.
The shareholder may demand to send him the list of shareholders electronically, giving e-mail address, to which the list should be sent.
The shareholders are requested to check if they have been placed on the list of shareholders entitled to participate in the General Meeting.
The Company’s Statute does not provide the possibility of participating in the General Meeting by means of electronic way of communications and the Regulations of the General Meeting does not provide voting on the Meeting by means of correspondence.
The risk connected with the electronic way of communication, particularly sending demand of placing issues in the agenda of the Extraordinary General Meeting, putting the drafts of resolutions concerning issues introduced to the agenda or issue, which are to be introduced to the agenda before the date of the General Meeting and the notification of the Company to execute proxy on the e-mail address pointed in this notification is on the shareholder’s side.
The list of shareholders entitled to participate in the General Meeting will be presented in 7/9 Łucka street, Warsaw on 10 a.m. till 4 p.m. between November 18th – 20th, 2009.
Persons entitled to participate in the General Meeting are asked to register and take vote cards at the entrance of the session’s hall, one hour before the Meeting.
Issues not covered by this notification are subject of rules of the Commercial Companies Code and the Company’s Statute.
In connection with the plan to change the Company’s Statute we place below the present articles and the proposed changes:
§ 6 passage 1 of the Company’s Statute – existing wording:
“The share capital of the Company is PLN 6,268,654.70 and is divided into 62,686,547 pieces of shares of the nominal value of PLN 0.10 each, including 32,212,500 pieces of Serie A shares, out of which 257,050 pieces of inscribed, privileged and 31,955,450 pieces of ordinary bearer shares; 910,278 pieces of ordinary bearer Serie B shares; 22,563,769 pieces of ordinary bearer Serie C shares and 7,000,000 pieces of ordinary Serie D shares.”
§ 6 passage 1 of the Company’s Statute – proposed change:
The share capital of the Company is PLN 36,268,654.70 and is divided into 362,686,547 pieces of shares of the nominal value of PLN 0.10 each, including 32,212,500 pieces of Serie A shares, out of which 257,050 pieces of inscribed, privileged and 31,955,450 pieces of ordinary bearer shares; 910,278 pieces of ordinary bearer Serie B shares; 22,563,769 pieces of ordinary bearer Serie C shares; 7,000,000 pieces of ordinary Serie D shares and 300,000,000 ordinary bearer Serie E shares.
§ 13 passage 1 of the Company’s Statute – existing wording:
“The General Meeting under ordinary or extraordinary session is called by the Management Board. The Ordinary General Meeting takes place in June at the latest. The Extraordinary General Meeting takes place at the suggestion of the Management Board of the Company, on the written motion of the Supervisory Board or shareholder or shareholders representing at least 1/10 of the share capital.”
§ 13 passage 1 of the Company’s Statute – proposed change:
“The General Meeting under ordinary or extraordinary session is called by the Management Board. The Ordinary General Meeting takes place in June at the latest. The Extraordinary General Meeting takes place at the suggestion of the Management Board of the Company, on the written motion of the Supervisory Board or shareholder or shareholders representing at least 1/20 of the share capital.”
§ 13 passage 2 of the Company’s Statute – existing wording:
Agenda of the General Meeting is set by the Management Board. Shareholder or shareholders representing at least 1/10 of the share capital may require placement of matter in the agenda at the nearest General Meeting. Such requirement must be placed in writing to the Management Board one month prior the proposed date of the general Meeting.
The Supervisory Board calls the General Meeting if:
– the Management Board does not call the General Meeting in due time,
– although placing by the Supervisory Board of the motion, the Management Board does not call the general Meeting in two weeks from the date of placing the requirement.”
§ 13 passage 2 of the Company’s Statute – proposed change:
Agenda of the General Meeting is set by the Management Board. Shareholder or shareholders representing at least 1/20 of the share capital may require placement of matter in the agenda at the nearest General Meeting. Such requirement must be placed to the Management Board not later than 21 days before the date of the General Meeting.
The Supervisory Board calls the General Meeting if:
– the Management Board does not call the General Meeting in due time,
– although placing by the Supervisory Board of the motion, the Management Board does not call the general Meeting in two weeks from the date of placing the requirement.”
§ 13 passage 3 of the Company’s Statute – existing wording:
The General Meeting is called through the notification in the Economic and Court Official Gazette at least 21 days before its date.
§ 13 passage 3 of the Company’s Statute – proposed change:
The General Meeting is called through notification on the web site of the Company and in the way described for passing current information according to the rules of law. Such notification is placed at least 26 days before the its date .
§ 13 passage 5 of the Company’s Statute – existing wording:
Shareholders participate in the General Meeting personally or by proxy. The power of attorney, under severity of nullity, should be given in writing and enclosed to the protocol of the General Meeting. The member of the Management Board and the employee of the Company cannot be the proxy.
§ 13 passage 5 of the Company’s Statute – proposed change:
Shareholders participate in the General Meeting personally or by proxy. The power of attorney to participate in the General Meeting of the public company and to execute the right of vote requires the writing form or electronically.
Signatures:
Małgorzata Iwanejko – Chairman of the Management Board