Budimex.pl

Justification for draft resolutions of the Annual General Meeting of Budimex S.A. convened on 24 April 2013

News date: March 26, 2013

Justification for draft resolution No 175 of the Annual General Meeting on the distribution of profit for 2012. The Management Board and the Supervisory Board recommend allocating a portion of the net profit for 2012 in the amount of PLN 112,077,130.22 to dividend payment at PLN 4.39 gross per one share, and the remaining portion of the net profit in the amount of PLN 172,336.16 to the supplementary capital, based on the following:

 

- in 2012, Budimex S.A. reported net profit of PLN 112,249,466.38,
- Budimex S.A. holds supplementary capital generated by the share premium in the amount of PLN 225,755 thousand for the coverage of the loss brought forward,
- As at 31 December 2012, Budimex S.A. held short-term financial assets in the amount of PLN 1,043,008 thousand, and the dividend payment in the total amount of PLN 112,077,130.22 will not have an adverse effect on the Company’s financial liquidity in 2013.

 

Justification for draft resolution No 179 of the Annual General Meeting on adherence to the “Best Practice of WSE Listed Companies” at Budimex S.A., as introduced by Resolution of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. (WSE) No 19/1307/2012 of 21 November 2012 With reference to Resolution No 19/1307/2012 Board of Giełda Papierów Wartościowych w Warszawie S.A. (WSE) of 21 November 2012 on alterations to the “Best Practice of WSE Listed Companies”, hereinafter referred to as DSP 2012, effective as of 1 January 2013, 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 24 April 2013) that a resolution in that matter be adopted. In the years 2003, 2005, 2008, 2011 and 2012, 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 of Budimex S.A. adopted Resolution No 18 of 20 December 2012 on introduction of DPS 2012 for use as of 1 January 2013 by the Management Board of Budimex S.A. The aforesaid resolution maintained the exemption from the obligation to enable the Shareholders to participate in the General Meeting by means of electronic communication involving: (i) two-way communication in real time whereby the Shareholders may speak during the meeting from a place other than the meeting venue, (ii) exercising the right to vote in person or through a proxy during the General Meeting. The justification for the exemption remains unchanged. The Company will provide the Shareholders with the aforesaid amenities once the concerns about the functioning of new regulations in practice have been clarified. 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. adopted Resolution No 204 of 26 March 2013 on introduction for use as of 1 January 2013 by the Supervisory Board of Budimex S.A. and supervising the adherence to DPS 2012 at the Company, taking into consideration the limitations relating to the participation in the General Meeting by means of electronic communication. The Supervisory Board, at the request of the Management Board, by Resolution No 205 of 26 March 2013 moved that the Annual General Meeting adopt Resolution No 179, as proposed, which provides for the exemption from the obligation to enable the Shareholders to participate in the General Meeting by means of electronic communication involving: (i) two-way communication in real time whereby the Shareholders may speak during the meeting from a place other than the meeting venue, (ii) exercising the right to vote in person or through a proxy during the General Meeting. At the same time, it needs to be noted that the Company has provided the broadcast of the General Meeting in real time for several years, and no changes in this respect are planned.


 
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