Justification for draft resolutions of the Annual General Meeting of Budimex S.A. convened 19 May 2011

Justification for draft resolution No 161 of the Annual General Meeting on the distribution of profit for 2010 The Management Board and the Supervisory Board recommend allocation of the full amount of profit for 2010, increased by the amount of supplementary capital corresponding to the portion resulting from accumulated profits, for the dividend payment of PLN 9.08 gross per share, on the basis of the following:

- in 2010, Budimex S.A. reported net profit of PLN 226,283,000,
- as at 31 December 2010, Budimex S.A. held the supplementary capital created from accumulated profits
of PLN 5,654,000,
- proposed dividend amount per share is lower than the amount of net profit of the Budimex Group for 2010 attributable to Shareholders of Budimex, which is PLN 10.47 per share,
- as at 31 December 2010, Budimex S.A. held short-term financial assets in the amount of PLN 1,769,110,000, and the dividend payment in the total amount of PLN 231,813,289.64 will not have an adverse effect
on the Company’s financial liquidity in 2011.

Justification for draft resolution No 165 of the Annual General Meeting on the adherence to the “Best Practice of WSE Listed Companies” at Budimex S.A., taking account of the alterations implemented by the Resolution No 17/1249/2010 of the Board of Stock Exchange of 19 May 2010. With reference to the Resolution by the Board of Giełda Papierów Wartościowych w Warszawie S.A. (WSE) on 19 May 2010, by way of the Resolution No 17/1249/2010, the “Best Practice of WSE Listed Companies”, hereinafter referred to as DSP 2010, effective as of 1 July 2010 (except for Principle 10 of Chapter IV, which should be implemented by 1 January 2012 at the latest), the Management Board and the Supervisory Board found it expedient to propose to the next General Meeting of Budimex S.A. (i.e. the Annual General Meeting of Budimex S.A. to be held on 19 May 2011) that a resolution in that matter be adopted. In the years 2003, 2005 and 2008, the General Meeting of Budimex S.A. adopted resolutions on adherence to corporate governance rules (best practices) at Budimex S.A. in previous implementations.
The Management Board took the following decisions on adherence to DPS 2010 at Budimex S.A.:

- Resolution No 15 of the Management Board of Budimex S.A. of 23 June 2010 on adoption for application by the Management Board of Budimex S.A. of the “Best Practice of WSE Listed Companies” altered by the Resolution No 17/1249/2010 of 19 May 2010, hereinafter referred as to DPS 2010.
- The Decision of 8 March 2011/ Minutes No 4 item 3 of the Management Board Meeting of Budimex S.A./ - The Company will start adhering to Principle 10 in full when it rids of doubts as to the practical functioning
of new regulations regarding two-way communication in real time whereby the Shareholders may speak out during the meeting of the General Meeting from a place other than the meeting venue, and exercising the right
to vote in person or through a proxy during the General Meeting using means of electronic communication. These doubts arise from the lack of similar experience of process participants (Shareholders, the Company, service providers), and from the fear of conducting the General Meeting not in line with the applicable law. The Supervisory Board of Budimex S.A. took the following decisions on application of, supervision over and adherence to DPS 2010 at Budimex S.A.:

- Resolution No 176 of the Supervisory Board of Budimex S.A. of 30 September 2010 on adopting for application by the Supervisory Board of Budimex S.A. and supervising in the Company over the adherence to the “Best Practice of WSE Listed Companies” together with the alterations passed by the Board of Warsaw Stock Exchange in Warsaw by the Resolution No 17/1249/2010 of 19 May 2010, hereinafter referred as to DPS 2010,

- Resolution No 180 of the Supervisory Board of Budimex S.A. of 23 March 2011 on change of the period of application and supervision of adherence to the “Best Practice of WSE Listed Companies” – DPS 2010, at the Company, as introduced by the Resolution No 176 of the Supervisory Board of Budimex S.A. of 30 September 2010. The Supervisory Board, upon request of the Management Board, by the Resolution No 182 of 23 March 2011 applied to the Annual General Meeting to adopt the Resolution No 165, as proposed, which provides for the exclusion from application of items 2 and 3 of Principle 10 of Chapter IV – Best Practices for Shareholders, of the following wording:

“10. A Company should enable its Shareholders to participate in a General Meeting using electronic communication means through:
2) two-way real-time communication whereby shareholders can take the floor during the General Meeting of Shareholders from another location than the venue of the meeting,
3) exercise voting rights in person or through a proxy in the course of the General Meeting.” Item 1 of Principle 10 of Chapter IV – Best Practices for Shareholders has been applied by Budimex S.A. for several years and no alterations in this respect are expected.

Justification for draft resolution No 164 of the Annual General Meeting on approval of the supplementation of the membership of the Supervisory Board of seventh term, which took place on 23 March 2011 and consisted in co-opting Mr Alejandro de la Joya Ruiz de Velasco as a new Member of the Board pursuant to § 16 section 3 of the Company Articles of Association, owing to the resignation of Mr Carmelo Rodrigo López. As of 22 March 2010, Mr Carmelo Rodrigo López resigned from the membership in the Supervisory Board of Budimex S.A. owing to professional reasons. On 23 March 2010, the Supervisory Board, by the Resolution No 177, supplemented the membership in the Supervisory Board by co-opting Mr Alejandro de la Joya Ruiz de Velasco. In order to exercise provisions of the Articles of Association of Budimex S.A., the Supervisory Board decided to present Mr Alejandro de la Joya Ruiz de Velasco for approval as member of the Supervisory Board during the next General Meeting (i.e. Annual General Meeting of Budimex S.A. to be held on 19 May 2011). Resume of Mr Alejandro de la Joya Ruiz de Velasco is made available on the website of Budimex S.A.