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2015

Number Date Subject
112/2015 2015-09-11 Date and agenda of Extraordinary General Meeting of Boryszew S.A.

The Management Board of Boryszew Spółka Akcyjna acting pursuant to Art. 399 § 1, Art. 4021 § 1 and 2, Art. 4022 of the Commercial Companies Code and §. 13.1 of the Company’s Articles of Association, convenes for 8 October 2015 at 11:00 the Company’s Extraordinary General Meeting to be held at the Company’s registered office in Warsaw at 7/9 Łucka Str. with the following agenda:
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 disposal (including filing to another entity in the form of contribution in kind) of an organized part of the Company in the form of a Branch Nowoczesne Produkty Aluminiowe Skawina,
7. Adoption of resolutions on change of Company’s Article of Association.
8. Adoption of resolution on changes in the Supervisory Board.
9. Closing of the General Meeting.

In connection with the planned changes of the Company’s Article of Association, below is the contents of the points regarding the Supervisory Board’s competence as far as the approval of the Management Board’s mpotion is concerned:
1. § 12 passage 11point 9 current wording:
9) approval of the Management Board’s motions regarding:
a) creating and closing of branches and other spinned off organization entities of the Company,
b) purchase and disposal of real estates, perpetuity or share in the real estate,
c) effecting activities aiming at covering, disposal or purchase stakes and shares in case when the value of transaction exceeds the amount of PLN 10 millions,
d) purchase of rights or incuring liabilities which value exceeds PLN 5 millions if the Company is to purchase fixed assets according to the tax regulations.
2. § 12 passage 11point 9 proposed wording:
9) approval of the Management Board’s motions regarding:
a) creating and closing of branches and other spinned off organization entities of the Company,
b) purchase and disposal of real estates, perpetuity or share in the real estate,
c) effecting activities aiming at covering, disposal or purchase stakes and shares in case when the value of transaction exceeds 1/20 part of the initial capital of the Company,
d) purchase and disposal of fixed assets, which value exceeds 1/20 part of the initial capital of the Company,
e) concluding by the Company the credits and loans agreements, giving guarantees and warranties if their value exceeds 1/10 part of the initial capital of the Company,

The right to participate in the Extraordinary General Meeting.

The right to participate in the EGM belongs to persons being shareholders of the Company as of 16 days before the date of the Shareholder Meeting, i.g. on 22 September, 2015.

The right to request the placement of various items in the agenda of the Shareholder Meeting.

A shareholder or shareholders representing at least one-twentieth (5%) of the share capital may request that the specified items be placed in the agenda of the closest Shareholder Meeting.
The request should be submitted to the Company Management Board no later than twenty one days before the set date of the Shareholder Meeting, i.e. by 17 September 2015. The request should contain
a justification or draft resolution pertaining to the proposed item on the agenda.
The Management Board will announce changes to the agenda made upon request of the shareholders immediately, but no later than eighteen days before the set date of the Shareholder Meeting, i.e. by 20 September 2015. Announcement will be done following the same procedure as for convening a Shareholder Meeting.
The request should be sent either to the seat of the Company or electronically to the addresses: p.toklowicz@boryszew.com.pl; mgoczynska@boryszew.com.pl
To such request confirming the right to submit this demand should be accompanied.

Right to submit draft resolutions on items included in the agenda or items to be included in the agenda before the date of the Shareholder Meeting

A shareholder or shareholders of the Company representing at least one-twentieth (5%) of the share capital may submit to the Company – before the date of the Shareholder Meeting – the draft resolutions concerning the items included in the agenda of the Shareholder Meeting or the items which will be included in the agenda, in writing or using the means of electronic communication.
The Company will immediately post the draft resolutions on its website.
Draft resolutions with justification should be sent either to the seat of the Company or electronically to the addresses: p.toklowicz@boryszew.com.pl; mgoczynska@boryszew.com.pl

Right to submit, during a Shareholder Meeting, draft resolutions on matters included in the agenda.

Any shareholder may, during the Shareholder Meeting, submit draft resolutions and motions with proposed changes to draft resolutions, on matters included in the agenda of the Shareholder Meeting. During the General Meeting each of the Shareholders may propose drafts of resolutions regarding the agenda. Additionally the Shareholder has the right to submit proposals of changes and supplements to the resolutions’ drafts covering by agenda – until closing of discussion over the point of agenda which regards such proposal.
These proposals with a short justification should be submit in writing – separately for each resolution’s draft – with the name or the company of the Shareholder to the General Meeting’s Chairman.

Exercise of the voting right through a 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: p.toklowicz@boryszew.com.pl; mgoczynska@boryszew.com.pl 1 hour before the start of the General Meeting, at the latest.
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 in PDF file 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 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 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 Ordinary General Meeting on the web site of the Company (www.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 General Meeting can get the copies of above mentioned documents in the seat of the Company.

The list of shareholders entitled to participate in the General Meeting will be presented at 7/9 Łucka street, Warsaw on 10 a.m. till 5 p.m. on 5-7 October 2015.
Any shareholder may request the list of shareholders be sent to it/him/her free of charge by electronic mail, specifying the address to which the list should be sent. It is recommended to verify whether the authorized persons have been included in the list of shareholders authorized to participate in the Shareholder Meeting.

The Company Article 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 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.

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 Statute.

 

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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