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2012

Number Date Subject
56/2012 2012-10-31 Resolutions' drafts of the Extraordinary General Meeting of Boryszew S.A. of November 28th, 2012

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 November 28th, 2012.

(Draft)
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. ……………..
§ 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 November 28th, 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 October 31st, 2012.
§ 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 November 28th, 2012
Regarding: not to choose the Scrutiny Commission

§ 1
The Extraordinary General Meeting haselected the following 0persons to the Scrutiny Commission …………………………
§ 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 November 28th, 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 capitalof 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.

(Draft)
Resolution No 5
Of the Extraordinary General Meeting of Boryszew S.A. of November 28th, 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.

Justification of the resolution:
In connection with the planned merger of Boryszew S.A. with the seat in Sochaczew and Nowoczesne Produkty Aluminiowe Skawina S.A. with the seat in Skawina, it is neseccasy to broaden the object of the Company’s operations.

(Draft)
Resolution No 6
Of the Extraordinary General Meeting of Boryszew S.A. of November 28th, 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:

- 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.

(Draft)
Resolution No 7
Of the Extraordinary General Meeting of Boryszew S.A. of November 28th, 2012
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 November 28th, 2012
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.

Signatures:

Piotr Szeliga – President of the Management Board

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