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drukujGeneral Meetings 2015

Notice of the Ordinary General Meeting of Impexmetal S.A.

 

Date and agenda of OGM of Impexmetal S.A.

The Management Board of Impexmetal S.A., basing on article 399 § 1 and 402’ § 1,2 of the Commercial Companies Code and § 20 point 2 of the Company Statute, convenes for 28 April, 2015 , at 11.00, a.m. in the seat of Impexmetal S.A. in Warsaw, 7/9 Łucka street, the Ordinary General Meeting with the following agenda:

1. Opening of the Ordinary General Meeting.
2. Election of the Chairman of the Meeting.
3. Stating the rightness of conveying of the Ordinary General Meeting and its abilities for passing resolutions.
4. Acceptation of the agenda of General Meeting.
5. Election of Scrutiny Committee.
6. Examining and approval of the Management Board’s report on the Company’s activity in 2014.
7. Examining and approval of the financial report of Impexmetal S.A. for 2014.
8. Examining and approval of the Management Board’s report on Impexmetal Capital Group’s activity for 2014.
9. Examining and approval of the consolidated financial report of Impexmetal Capital Group’s for 20134.
10. Presentation of the Supervisory Board’s activity report for 2014.
11. Discharged of the Management Board’s members from fulfillment of theirs duties in 2014.
12. Discharged of the Supervisory Board’s members from fulfillment of theirs duties in 2014.
13. Passing resolution on distribution of 2014 net profit.
14. Passing resolution on changes in the Supervisory Board.
15. Passing resolution on change of remuneration’s rules of the Supervisory Board’s members of Boryszew S.A.
16. Passing resolution on change of Company’s Article of Association.
17. Closing of the meeting.

The right to participate in the Ordinary General Meeting.
The right to participate in the OGM belongs to persons being shareholders of the Company as of 16 days before the date of the OGM, i.e. on 12 April 2015.

The right to demand to place issues in the agenda of the Ordinary General Meeting.
Shareholder or shareholders representing at least 1/20 of share capital may demand placing issues in the agenda of Ordinary 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 7 April 2015. Such demand should include 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, i.e. to 10 April 2015 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 address: J.Sutkowska@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: J.Sutkowska@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 Ordinary General Meeting – till the end of discussion over the appropriated 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 Impexmetal 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 such 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 address: J.Sutkowska@impexmetal.com.pl to the time of starting 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 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 Impexmetal 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 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 Ordinary General Meeting on the web site of the Company (www.impexmetal.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 Ordinary General Meeting can get the copies of above mentioned documents in the seat of the Company.
The list of shareholders entitled to participate in GM 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 or via internet.
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.
The list of shareholders entitled to participate in the General Meeting will be presented in the seat of Impexmetal S.A., 7/9 Łucka street, Warsaw on 10 a.m. till 4 p.m. on 23, 24, 27 April 2015.
Persons entitled to participate in the General Meeting are requested 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.

 

Drafts of resolutions

Draft resolutions for the Ordinary General Meeting of Impexmetal S.A. to take place on 28 April 2015

According to § 38 passage 1 point 3 of the Finance Minister Regulation of 19 February 2009 on current and periodical information passed by the securities’ issuers (…) the Management Board of Impexmetal S.A. releases to public knowledge the contents of resolutions drafts, which will be discussed on the Ordinary General Meeting of Impexmetal S.A. convened on 28 April 2015.

(Draft)
Resolution No 1
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: choice of Chairman of the General Meeting.
§ 1
The Ordinary General Meeting acting according to art. 409 § 1 of the commercial companies code, makes the choice of Chairman of the Ordinary General Meeting to …………………………………….
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 2
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: the acceptation of the agenda.
§ 1
The Ordinary General Meeting approves the agenda of the Meeting published on the web site of the Company at www.impexmetal.com.pl and in the current report no 8/2015 of 1 April 2015.
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 3
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: the choice of Scrutiny Commission
§ 1
The Ordinary General Meeting has made the choice of the Scrutiny Commission, as follows:
…………………………………………………………………………………………………………. .
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
(Draft)
Resolution No 4
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: the approval of the Management Board’s Report on Company’s activity in 2014.

Acting on behalf of art. 395 § 2 point 1 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
The Management Board’s Report on Company activity in 2014 has been approved.
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 5
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: the approval of the Company’s Financial Statement for 2014.

Acting on behalf of art. 395 § 2 point 1 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
The Company Financial Statement for 2014 has been approved, as follows:
- balance sheet prepared as at 31.12.2014 for the amount of PLN 1,369,343 th.
- profit and loss account for the period 01.01.2014 - 31.12.2014 for the net profit of PLN 59,224 th.
- total comprehensive income for the period 01.01.2014 - 31.12.2014 of PLN 59,940 th.
- changes in own capital for the period 01.01.2014 - 31.12.2014 for the increase of own capital by the amount of PLN 59,940 th.
- cash flow statement for the period 1.01.2014 - 31.12.2014 for the decrease of cash by the amount of PLN 55 th.
- additional information including information about implemented accounting policy and other notes.
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 6
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: the approval of the Management Board’s Report on Impexmetal Capital Group’s activity in 2014.

Acting on behalf of art. 395 § 5 of the Commercial companies code, it is resolved:
§ 1
The Management Board’s Report on Impexmetal Capital Group’s activity in 2014 has been approved.
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 7
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: the approval of the Consolidated Financial Report on Impexmetal Capital Group’s for 2014.

Acting on behalf of art. 395 § 5 of the Commercial companies code and § 24 passage 1 point 3 of the Company Statute, it is resolved:
§ 1
The Consolidated Financial Report of Impexmetal Capital Group for 2014 has been approved.
The Consolidated Financial Report of Impexmetal Capital Group for 2014 includes:
- consolidated balance sheet prepared as at 31.12.2014 for the amount of PLN 1,999,102 th.
- consolidated profit and loss account for the period 1.01.2014 - 31.12.2014 for the net profit of PLN 121,809 th.
- consolidated statement from the total income for the period 01.01.2014 - 31.12.2014 for the total income of PLN 127,516 th.
- consolidated statement of changes in own capital for the period 01.01.2014 -31.12.2014 for the increase of own capital by the amount of PLN 127,238 th.
- consolidated cash flow statement for the period 1.01.2014 -31.12.2014 for the decrease of cash by the amount of PLN 15,468 th.
- additional inform including information about implemented accounting policy and other notes.
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 8
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mrs. Małgorzata Iwanejko from fulfillment of her duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mrs. Małgorzata Iwanejko has been discharged from fulfillment of her duties as President of the Management Board in the period from 01.01.2014 – 31.12.2014.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 9
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mr. Jan Woźniak from fulfillment of her duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mr. Jan Woźniak has been discharged from fulfillment of her duties as Member of the Management Board in the period from 28.07.2014 – 31.12.2014.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 10
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mr. Arkadiusz Krężel from fulfillment of his duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mr. Arkadiusz Krężel has been discharged from fulfillment of his duties as President of the Supervisory Board in the period from 01.01.2014 – 31.12.2014.
§2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 11
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mr. Zygmunt Urbaniak from fulfillment of his duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mr. Zygmunt Urbaniak has been discharged from fulfillment of his duties as Vice- President of the Supervisory Board in the period of 01.01.2014 – 31.12.2014.
§2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 12
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mr. Waldemar Zwierz from fulfillment of his duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mr. Waldemar Zwierz has been discharged from fulfillment of his duties as Secretary of the Supervisory Board in the period of 1.01.2014 - 31.12.2014.
§2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 13
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mr. Robert Skoczeń from fulfillment of his duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mr. Robert Skoczeń has been discharged from fulfillment of his duties as Member of the Supervisory Board in the period of 1.01.2014 - 25.06.2014.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 14
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mr. Piotr Szeliga from fulfillment of his duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mr. Piotr Szeliga has been discharged from fulfillment of his duties as Member of the Supervisory Board in the period of 01.01.2014 – 31.12.2014.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 15
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mrs. Karina Wściubiak-Hankó from fulfillment of his duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mrs. Karina Wściubiak-Hankó has been discharged from fulfillment of his duties as Member of the Supervisory Board in the period of 25.06.2014 – 31.12.2014.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.

(Draft)
Resolution No 16
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: the distribution of the net profit for 2014.

Acting on behalf of art. 395 § 2 point 2 of the Commercial companies code and § 24 passage 1 point 2 and § 29 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
The net profit for 2014 in the amount of PLN 59,223,804.34 (say: fifty nine million two hundred twenty three thousand eight hundred four and 34/100) is assigned for the reserved capital of the company.
§ 2
The resolution is in force from the date of its passing.

(Draft)
Resolution No 17
of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: changes in the Supervisory Board.

Acting on behalf of art. 385 § 1 of the Commercial companies code and § 14 passage 2 of the Company Statute, it is resolved:
§ 1
Mr./Mrs. ………………………… has been recalled from the Supervisory Board of Impexmetal S.A.
§ 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 Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: changes in the Supervisory Board.

Acting on behalf of art. 385 § 1 of the Commercial companies code and § 14 passage 2 of the Company Statute, it is resolved:
§ 1
Mr./Mrs. ……………………………. has been appointed to the Supervisory Board of Impexmetal S.A.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.

(Draft)
Resolution no 19
of the Ordinary General Meeting of Impexmetal S.A. dated 28 April 2015
regarding change of remuneration’s rules of the Supervisory Board’s members of Impexmetal S.A.
Acting on behalf of an article 392 § 1 of the Commercial Companies Code and § 19 passage 1 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 8,000.00 (say: eight thousand),
 Supervisory Board’s members – PLN 4,000.00 (say: four 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.

Ad. 2.
(Draft)
Resolution no 19
of the Ordinary General Meeting of Impexmetal S.A. dated 28 April 2015
regarding change of Company’s Article of Association.

Acting on behalf of an article 416 § 1 and 430 § 1 of the Commercial Companies Code and § 24 passage 1 point 5 of the Company’s Articles of Association, hereby resolves:

§ 1
Change the current wording of § 18 passage 2 point 11 of Company’s Article of Association, as follows:
11) to express an agreement to execute activities focused on cover, disposal or purchase of shares and stakes if the value of transaction exceeds PLN 10.0 million;
With the following words:
11) to express an agreement to execute activities focused on cover, disposal or purchase of shares and stakes if the value of transaction exceeds 5% equity capital of company.
§ 2
The resolution is in force from the date of registration of the change by the Registry Court.

 

Resolutions taken by OGM of Impexmetal S.A.

Resolution No 1
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: choice of Chairman of the General Meeting.
§ 1
The Ordinary General Meeting acting according to art. 409 § 1 of the commercial companies code, makes the choice of Chairman of the Ordinary General Meeting to Mr. Paweł Tokłowicz
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 471 439 votes,
2) against resolution: 0 vote,
3) sustained: 0 vote,
so the resolution was passed in secret ballot.
Mr. Paweł Tokłowicz accepted his election.

Resolution No 2
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: acceptation of the agenda.
§ 1
The Ordinary General Meeting approves the agenda of the Meeting published on the web site of the Company at www.impexmetal.com.pl and in the current report no 8/2015 of 1 April 2015.
§ 2
The resolution has been passed in public voting.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 471 439 votes,
2) against resolution: 0 vote,
3) sustained: 0 vote,
so the resolution was passed in public voting.

Resolution No 3
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: the choice of Scrutiny Commission
§ 1
The Ordinary General Meeting has decided not to choose the Scrutiny Commission.
§ 2
The resolution has been passed in public voting.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 471 439 votes,
2) against resolution: 0 vote,
3) sustained: 0 vote,
so the resolution was passed in public voting.

Resolution No 4
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: approval of the Management Board’s Report on Company’s activity in 2014.

Acting on behalf of art. 395 § 2 point 1 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
The Management Board’s Report on Company activity in 2014 has been approved.
§ 2
The resolution has been passed in public voting.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 438 valid votes out of 115 471 438 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 469 438 votes,
2) against resolution: 0 vote,
3) sustained: 2 000 votes,
so the resolution was passed in public voting.

Resolution No 5
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: approval of the Company’s Financial Statement for 2014.

Acting on behalf of art. 395 § 2 point 1 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
The Company Financial Statement for 2014 has been approved, as follows:
- balance sheet prepared as at 31.12.2014 for the amount of PLN 1,369,343 th.
- profit and loss account for the period 01.01.2014 - 31.12.2014 for the net profit of PLN 59,224 th.
- total comprehensive income for the period 01.01.2014 - 31.12.2014 of PLN 59,940 th.
- changes in own capital for the period 01.01.2014 - 31.12.2014 for the increase of own capital by the amount of PLN 59,940 th.
- cash flow statement for the period 1.01.2014 - 31.12.2014 for the decrease of cash by the amount of PLN 55 th.
- additional information including information about implemented accounting policy and other notes.
§ 2
The resolution has been passed in public voting.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 469 439 votes,
2) against resolution: 0 vote,
3) sustained: 2 000 votes,
so the resolution was passed in public voting.

Resolution No 6
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: approval of the Management Board’s Report on Impexmetal Capital Group’s activity in 2014.

Acting on behalf of art. 395 § 5 of the Commercial companies code, it is resolved:
§ 1
The Management Board’s Report on Impexmetal Capital Group’s activity in 2014 has been approved.
§ 2
The resolution has been passed in public voting.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 469 439 votes,
2) against resolution: 0 vote,
3) sustained: 2 000 votes,
so the resolution was passed in public voting

Resolution No 7
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: approval of the Consolidated Financial Report on Impexmetal Capital Group’s for 2014.

Acting on behalf of art. 395 § 5 of the Commercial companies code and § 24 passage 1 point 3 of the Company Statute, it is resolved:
§ 1
The Consolidated Financial Report of Impexmetal Capital Group for 2014 has been approved.
The Consolidated Financial Report of Impexmetal Capital Group for 2014 includes:
- consolidated balance sheet prepared as at 31.12.2014 for the amount of PLN 1,999,102 th.
- consolidated profit and loss account for the period 1.01.2014 - 31.12.2014 for the net profit of PLN 121,809 th.
- consolidated statement from the total income for the period 01.01.2014 - 31.12.2014 for the total income of PLN 127,516 th.
- consolidated statement of changes in own capital for the period 01.01.2014 -31.12.2014 for the increase of own capital by the amount of PLN 127,238 th.
- consolidated cash flow statement for the period 1.01.2014 -31.12.2014 for the decrease of cash by the amount of PLN 15,468 th.
- additional inform including information about implemented accounting policy and other notes.
§ 2
The resolution has been passed in public voting.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 469 439 votes,
2) against resolution: 0 vote,
3) sustained: 2 000 votes,
so the resolution was passed in public voting

Resolution No 8
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mrs. Małgorzata Iwanejko from fulfillment of her duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mrs. Małgorzata Iwanejko has been discharged from fulfillment of her duties as President of the Management Board in the period from 01.01.2014 – 31.12.2014.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 469 439 votes,
2) against resolution: 0 vote,
3) sustained: 2 000 votes,
so the resolution was passed in secret ballot.

Resolution No 9
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mr. Jan Woźniak from fulfillment of his duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mr. Jan Woźniak has been discharged from fulfillment of his duties as Member of the Management Board in the period from 28.07.2014 – 31.12.2014.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 469 439 votes,
2) against resolution: 0 vote,
3) sustained: 2 000 votes,
so the resolution was passed in secret ballot.

Resolution No 10
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mr. Arkadiusz Krężel from fulfillment of his duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mr. Arkadiusz Krężel has been discharged from fulfillment of his duties as President of the Supervisory Board in the period from 01.01.2014 – 31.12.2014.
§2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 469 438 votes,
2) against resolution: 0 vote,
3) sustained: 2 001 votes,
so the resolution was passed in secret ballot.

Resolution No 11
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mr. Zygmunt Urbaniak from fulfillment of his duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mr. Zygmunt Urbaniak has been discharged from fulfillment of his duties as Vice- President of the Supervisory Board in the period of 01.01.2014 – 31.12.2014.
§2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 469 438 votes,
2) against resolution: 0 vote,
3) sustained: 2 001 votes,
so the resolution was passed in secret ballot.

Resolution No 12
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mr. Waldemar Zwierz from fulfillment of his duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mr. Waldemar Zwierz has been discharged from fulfillment of his duties as Secretary of the Supervisory Board in the period of 1.01.2014 - 31.12.2014.
§2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 469 438 votes,
2) against resolution: 0 vote,
3) sustained: 2 001 votes,
so the resolution was passed in secret ballot.

Resolution No 13
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mr. Robert Skoczeń from fulfillment of his duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mr. Robert Skoczeń has been discharged from fulfillment of his duties as Member of the Supervisory Board in the period of 1.01.2014 - 25.06.2014.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 469 438votes,
2) against resolution: 0 vote,
3) sustained: 2 001 votes,
so the resolution was passed in secret ballot.

Resolution No 14
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mr. Piotr Szeliga from fulfillment of his duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mr. Piotr Szeliga has been discharged from fulfillment of his duties as Member of the Supervisory Board in the period of 01.01.2014 – 31.12.2014.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 469 438 votes,
2) against resolution: 0 vote,
3) sustained: 2 001 votes,
so the resolution was passed in secret ballot.

Resolution No 15
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: discharged of Mrs. Karina Wściubiak-Hankó from fulfillment of her duties in 2014.

Acting on behalf of art. 395 § 2 point 3 of the Commercial companies code and § 24 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
Mrs. Karina Wściubiak-Hankó has been discharged from fulfillment of her duties as Member of the Supervisory Board in the period of 25.06.2014 – 31.12.2014.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 469 438 votes,
2) against resolution: 0 vote,
3) sustained: 2 001 votes,
so the resolution was passed in secret ballot.

Resolution No 16
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: distribution of the net profit for 2014.

Acting on behalf of art. 395 § 2 point 2 of the Commercial companies code and § 24 passage 1 point 2 and § 29 passage 1 point 1 of the Company Statute, it is resolved:
§ 1
The net profit for 2014 in the amount of PLN 59,223,804.34 (say: fifty nine million two hundred twenty three thousand eight hundred four and 34/100) is assigned for the reserved capital of the company.
§ 2
The resolution has been passed in public voting.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 469 438 votes,
2) against resolution: 1 vote,
3) sustained: 2 000 votes,
so the resolution was passed in public voting.

Resolution No 17
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: changes in the Supervisory Board.

Acting on behalf of art. 385 § 1 of the Commercial companies code and § 14 passage 2 of the Company Statute, it is resolved:
§ 1
Mr. Zygmunt Urbaniak has been recalled from the Supervisory Board of Impexmetal S.A.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 98 091 244 votes,
2) against resolution: 462 513 votes,
3) sustained: 16 917 683 votes,
so the resolution was passed in a secret ballot.

Resolution No 18
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: changes in the Supervisory Board.

Acting on behalf of art. 385 § 1 of the Commercial companies code and § 14 passage 2 of the Company Statute, it is resolved:
§ 1
Mr. Waldemar Zwierz has been recalled from the Supervisory Board of Impexmetal S.A.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 98 091 244 votes,
2) against resolution: 462 513 votes,
3) sustained: 16 917 683 votes,
so the resolution was passed in secret ballot.

Resolution No 19
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: changes in the Supervisory Board.

Acting on behalf of art. 385 § 1 of the Commercial companies code and § 14 passage 2 of the Company Statute, it is resolved:
§ 1
Mr. Damian Pakulski has been appointed to the Supervisory Board of Impexmetal S.A.
§ 2
The resolution is in force from the date of its passing.
§ 3
The resolution has been passed in secret ballot.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 98 091 244 votes,
2) against resolution: 464 513 votes,
3) sustained: 16 915 683 votes,
so the resolution was passed in secret ballot.

Resolution No 20
Of the Ordinary General Meeting of Impexmetal S.A. of 28 April 2015
Regarding: changes in the Supervisory Board.

Acting on behalf of art. 385 § 1 of the Commercial companies code and § 14 passage 2 of the Company Statute, it is resolved:
§ 1
Mr. Tadeusz Pietka has been appointed to the Supervisory Board of Impexmetal S.A.
§ 2
The resolution has been passed in secret ballot.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 98 091 244 votes,
2) against resolution: 464 513 votes,
3) sustained: 16 915 683 votes,
so the resolution was passed in secret ballot.

Resolution no 21
of the Ordinary General Meeting of Impexmetal S.A. dated 28 April 2015
Regarding: change of remuneration’s rules of the Supervisory Board’s members of Impexmetal S.A.

Acting on behalf of an article 392 § 1 of the Commercial Companies Code and § 19 passage 1 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 8,000.00 (say: eight thousand),
 Supervisory Board’s members – PLN 4,000.00 (say: four 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 for their membership in the Supervisory Board.
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
The resolution has been passed in public voting.
§ 3
The resolution is in force from the date of its passing.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 115 063 529 votes,
2) against resolution: 407 909 votes,
3) sustained: 1 vote,
so the resolution was passed in public voting.

Resolution no 22
of the Ordinary General Meeting of Impexmetal S.A. dated 28 April 2015
Regarding: change of Company’s Article of Association.

Acting on behalf of an article 416 § 1 and 430 § 1 of the Commercial Companies Code and § 24 passage 1 point 5 of the Company’s Articles of Association, hereby resolves:
§ 1
The current wording of § 18 passage 2 point 11 of Company’s Article of Association has been changed, as follows:
It was:
11) to express an agreement to execute activities focused on cover, disposal or purchase of shares and stakes if the value of transaction exceeds PLN 10.0 million;
With the following words:
11) to express an agreement to execute activities focused on cover, disposal or purchase of shares and stakes if the value of transaction exceeds 5% equity capital of company.
§ 2
The resolution has been passed in public voting.
§ 3
The resolution is in force from the date of registration of the change by the Registry Court.
It voted 115 471 439 valid votes out of 115 471 439 shares, i.e. out of 57.74 % of the initial capital of the Company, as follows:
1) for passing resolution: 99 065 529 votes,
2) against resolution: 16 405 910 votes,
3) sustained: 0 vote,
so the resolution was passed in public voting.

© COPYRIGHT 2018 Impexmetal SA

NIP 525-00-03-551, Numer KRS 0000003679 Sąd Rejonowy dla M.St. Warszawy,
XIII Wydział Gospodarczy KRS. Wysokość kapitału zakładowego 76 000 tys. PLN
Realizations: WR Consulting