20/2009
The Management Board of Boryszew S.A. gives to public opinion the contents of resolutions, which will be discussed on the General Meeting of Boryszew S.A. on June 26th, 2009.
Drafts of resolutions of the Ordinary General Meeting of Boryszew S.A.
(Draft)
Resolution No 1
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: choice of the Chairman of the General Meeting.
The Ordinary General Meeting makes the choice of Chairman of the OGM to ____________
(Draft)
Resolution No 2
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: approving of the agenda.
The Ordinary General Meeting approves the agenda of the Meeting published in the Court and Commercial Monitor of June 2nd, 2009, no. 106, position no 7200.
(Draft)
Resolution No 3
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: the choice of Scrutiny Commission
The Ordinary General Meeting made the choice of the Scrutiny Commission to __________
(Draft)
Resolution No 4
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: the approval of the Management Board’s Report on Company’s activity in 2008.
§ 1
The Management Board’s Report on Company’s activity in 2008 has been approved.
§ 2
The resolution is in force from the date of its passing.
(Draft)
Resolution No 5
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: the approval of the Company’s financial reportfor 2008.
§ 1
The Company’s financial report for 2008 has been approved, as follows:
– balance sheet on December 31st, 2008 for PLN 616,136 th.
– profit and loss account for the period 01.01-31.12.2008 for the net loss of PLN 101,049 th.
– changes in own capital for the period 01.01-31.12.2008 for the decrease of own capital in the amount of PLN 102,455 th.
– cash flow statement for the period 1.01-31.12.2008 for the inflow in the amount of PLN 1,447 th.
– additional information of implemented the accounting policy and other notes.
§ 2
The resolution is in force from the date of its passing.
(Draft)
Resolution No 6
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: the approval of the Management Board’s Report on Capital Group’s activity in 2008.
§ 1
The Management Board’s Report on Boryszew Capital Group’s activity in 2008 has been approved.
§ 2
The resolution is in force from the date of its passing.
(Draft)
Resolution No 7
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: the approval of the Consolidated Financial Report on Boryszew Capital Group for 2008.
§ 1
The Consolidated Financial Report on Boryszew Capital Group for 2008 has been approved, as follows:
– consolidated balance sheet prepared on December 31st, 2008 for the amount of PLN 2,328,920 th.
– consolidated profit and loss account for the period 1.01-31.12.2008 for the net loss of PLN 238,826 th.
– changes in consolidated own capital for the period 01.01-31.12.2008 for the decrease of own capital in the amount of PLN 278,604 th.
– consolidated cash flow statement for the period 1.01-31.12.2008 for the inflow in the amount of PLN 19,469 th.
– additional information.
§ 2
The resolution is in force from the date of its passing.
(Draft)
Resolution No 8
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: cover the loss in 2008
§ 1
The Ordinary General Meeting decides to cover the net loss of PLN 101,049 th. from the reserve capital.
§ 2
The resolution is in force from the date of its passing.
(Draft)
Resolution No 9
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: the approval of the Supervisory Board’s activity report for 2008.
§ 1
The report of the Supervisory Board’s activity for 2008 has been approved.
§ 2
The resolution is in force from the date of its passing.
(Draft)
Resolution No 10
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: discharging of Mrs. Małgorzata Iwanejko from fulfillment of duties as the Chairman of the Management Board in the financial year 2008.
§ 1
Mrs. Małgorzata Iwanejko has been discharged from fulfillment of duties as Chairman of the Management Board in 2008.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
(Draft)
Resolution No 11
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: discharging of Mr. Arkadiusz Krężel from fulfillment of his duties in the financial year 2008.
§ 1
Mr. Arkadiusz Krężel has been discharged from fulfillment of his duties as President of theSupervisory Board in the period of 1.01-31.12.2008.
§2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
(Draft)
Resolution No 12
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: discharging of Mr. Zygmunt Urbaniak from fulfillment of his duties in the financial year 2008.
§ 1
Mr. Zygmunt Urbaniak has been discharged from fulfillment of his duties as Secretary of the Supervisory Board in the period of 1.01-31.12.2008.
§2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
(Draft)
Resolution No 13
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: discharging of Mr. Adam Cich from fulfillment of his duties in the financial year 2008.
§ 1
Mr. Adam Cich has been discharged from fulfillment of his duties as member of the Supervisory Board in the period of 1.01-31.12.2008
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
(Draft)
Resolution No 14
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: discharging of Mr. Roman Karkosik from fulfillment of his duties in the financial year 2008.
§ 1
Mr. Roman Karkosik has been discharged from fulfillment of his duties as Member of the Supervisory Board in the period of 1.01-31.12.2008.
§2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
(Draft)
Resolution No 15
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: discharging of Mr. Wojciech Sierka from fulfillment of his duties in the financial year 2008.
§ 1
Mr. Jacek Kostrzewa has been discharged from fulfillment of his duties as member of the Supervisory Board in the period of 1.01-31.12.2008
§2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
Draft)
Resolution No 16
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: change in the Supervisory Board of the Company.
§ 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.
§ 3
The resolution has been passed in secret ballot.
(Draft)
Resolution No 17
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: appointing the members of the Supervisory Board for the next term.
§ 1
Member of the Supervisory Board, Mr _____________ has been appointed to the Supervisory Board for the next term.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
Draft)
Resolution No 18
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: acceptation to dispose the real estate.
§ 1
The agreement is expressed to dispose the right of perpetual use of real estate located in Toruń, signed in the estates registry as estate no 162/2 of Ha 7,1 area, for the price not less than PLN1.40/1 sq. m.
§ 2
Final sale conditions of the above mentioned real estate require the acceptation of the Supervisory Board.
§ 3
The resolution is in force from the date of its passing.
JUSTIFICATION
Expressing the agreement by the General Meeting of Boryszew S.A. to dispose real estate located in Toruń unable the Management Board of Boryszew S.A. to curry restructuring Elana Department and the free financial means unable the partly repayment of Company’s credits and buy out of bonds issued by Boryszew S.A. as well as making better the credit ability.
(Draft)
Resolution No 19
Of the OGM of Boryszew S.A. of June 26th, 2009
Regarding: change of the Company’s Statute.
§ 1
The following change has been made:
1. The existing wording of § 6 passage 2 of the Company’s Statute:
“Change of inscribed shares to bearer shares can be made on the request of shareholder once a year, in the 1st working day of March”.
Proposed wording of § 6 passage 2 of the Statute:
“ Change of inscribed shares to bearer shares can be made till March 30th, 2009”.
2. The existing wording of § 9 passage 1 of the Company’s Stature:
“Shares may be redeemed through free-will redemption”
Proposed wording of § 9 passage 1 of the Statute:
“Shares may be redeemed”.
3. Passage 4 is added to the § 9 of the Company’s Statute:
“ Condition of the forced redemption of shares is failure of change of inscribed shares to bearer shares in the date described in § 6 passage 2 of the Statute”
and the numbering is changed respectively.
§ 2
The resolution is in force from the date of registration by the register court.
The Management Board of Boryszew S.A. informs additionally that on June 17th, 2009 the Supervisory Board gave the positive opinion of the drafts of the above mentioned resolutions, which will be discussed on the Ordinary General Meeting of Boryszew S.A. on June 26th, 2009.
Signatures:
Małgorzata Iwanejko – Chairman of the Management Board