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2015

Number Date Subject
55/2015 2015-04-09 Supplement to the agenda of the Ordinary General Meeting of Boryszew S.A.

The Management Board of Boryszew S.A. informs that the Company has got a shareholder’s motion to place in the agenda of the Ordinary General Meeting convened for 28h April, 2015 the following issue:

1. Adoption of resolution on change of remuneration’s rules of the Supervisory Board’s members of Boryszew S.A.

Draft of resolution of the Ordinary General Meeting of Boryszew S.A. added on the shareholder’s motion.

Ad. 1.
(Draft)
Resolution no ………
of the Ordinary General Meeting of Boryszew S.A. dated 28 April 2015
regarding change of remuneration’s rules of the Supervisory Board’s members of Boryszew S.A.

Acting on behalf of an article 392 § 1 of the Commercial Companies Code and § 13 passage 8 point 7 of the Company’s Articles of Association, hereby resolves:
§ 1
1. Monthly remuneration of the Supervisory Board’s members amounts to:
 Supervisory Board’s President – PLN 10,000.00 (say: ten thousand),
 Supervisory Board’s members – PLN 5,000.00 (say: five thousand).
The Supervisory Board’s members being employees of Boryszew S.A. or being employed in the Boryszew Capital Group’s companies do not get their remuneration as far as their membership in the Supervisory Board is concerned.
2. The Supervisory Board’s member is entitled to the remuneration mentioned in point 1 regardless of frequency of the formal convened meetings.
3. The remuneration is not vested for such month in which the Supervisory Board’s member has not been present on any of the formal convened meetings with no justified reasons. The Supervisory Board decides to justify or doesn’t justify the absence of the Supervisory Board’s member on its meeting.
4. The remuneration mentioned in point 1 is calculated in proportion to the number of days of taken a function in such case when appointing or dismissing has happened during the calendar month.
5. The remuneration mentioned in point 1 is down paid, till 10th day of each month. The remuneration burdens the Company’s operations costs.
6. The Company bears also other costs occurred in connection with executing of the Supervisory Board’s member’s function, including travel costs, costs of lodgings and allowances costs.

§ 2
This Resolution shall come into force on the day of adoption.


The Management Board of Boryszew S.A. decides to introduce changes to the agenda of the Ordinary General Meeting of Boryszew S.A. published in the current report of the Company No 50/2015 of 1 April, 2015 as follows:

1. Adding point 15: Passing resolution regarding change of remuneration’s rules of the Supervisory Board’s members of Boryszew S.A.
2. Hitherto existing point 15 of the agenda is marked as number 16.
3. Hitherto existing point 16 of the agenda is marked as number 17.

In connection with the introduced changes, the supplemented agenda of the OGM has been presented as follows:

1. Opening of the General Meeting.
2. Appointment of the Chairperson of the General Meeting.
3. Asserting that the General Meeting has been convened correctly and is capable of adopting resolutions.
4. Acceptance of the Agenda.
5. Election of Scrutiny Commission.
6. Adoption of resolution on approval of the Report on activities of Boryszew S.A. in year 2014,
7. Adoption of resolution on approval of the Financial Statements of Boryszew S.A. for financial year 2014,
8. Adoption of resolution on approval of the Report on the activities of the Boryszew Group in year 2014,
9. Adoption of resolution on approval of the Consolidated Financial Statements of the Boryszew Group for financial year 2014.
10. Presentation of the Supervisory Board’s activity report for 2014.
11. Vote of discharge of duties to Members of the Management Board for 2014.
12. Vote of discharge of duties to Members of the Supervisory Board for 2014.
13. Adoption of resolution on covering the 2014 net profit.
14. Adoption of resolutions on the contribution in kind of organized part of the Company to other entity.
15. Adoption of resolution on change of remuneration’s rules of the Supervisory Board’s members of Boryszew S.A.
16. Adoption of resolution on changes in the Supervisory Board.
17. Closing of the General Meeting.

Detailed information concerning principles of participation in the Ordinary General Meeting and the persons authorized to participate in the OGM was published in the current report of the Company no 50/2015 of 1 April, 2015..

Drafts of resolutions of the Ordinary General Meeting to all points of the agenda other than these added on the shareholder’s motion were published in the current report of the Company no 51/2015 of 1 April, 2015.

Signatures:
Piotr Szeliga – President of the Management Board

Translation from the original Polish version.
In the event of differences resulting from the translation, reference should be made to the official Polish version.

 

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