Budimex.pl

Justification for draft resolutions of the Annual General Meeting of Budimex S.A. convened on 26 April 2012

News date: March 30, 2012

The Management Board and the Supervisory Board recommend allocating a portion of the net profit for 2011 in the amount of PLN 280,065,175.06 to dividend payment at PLN 10.97 gross per one share, and the remaining portion of the net profit in the amount of PLN 302,876.05 to the supplementary capital, based on the following:

 

- in 2011, Budimex S.A. reported net profit of PLN 280,368 thousand,
- as at 31 December 2011, Budimex S.A. held short-term financial assets in the amount of PLN 1,570,117 thousand, and the dividend payment in the total amount of PLN 280,065,175.06 will not have an adverse effect on the Company’s financial liquidity in 2012.

 

Justification for draft resolution No 171 of the Annual General Meeting on adherence to the “Best Practice of WSE Listed Companies” at Budimex S.A., as introduced in the Resolutions of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. (WSE) No 15/1282/2011 of 31 August 2011 and No 20/1287/2011 of 19 October 2011, hereinafter referred to as DPS 2011 bis.

With reference to Resolution by the Board of Giełda Papierów Wartościowych w Warszawie S.A. (WSE):


- on 31 August 2011, Resolution No 15/1282/2011,
- on 19 October 2011, Resolution No 20/1287/2011,

 

the “Best Practice of WSE Listed Companies”, hereinafter referred to as DSP 2011 and 2011 bis, effective as of 1 January 2012 (except for Principle 10 of Chapter IV, which should be implemented by 1 January 2013 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 26 April 2012) that a resolution in that matter be adopted. In the years 2003, 2005, 2008 and 2011, 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 2011 and DPS 2011 bis at Budimex S.A.:
- Resolution No 28 of 28 September 2011 of the Management Board of Budimex S.A. on the adoption for application as of 1 January 2012 by the Management Board of Budimex S.A. of the “Best Practice of WSE Listed Companies” at Budimex S.A., as introduced in the Resolution of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. (WSE) No 15/1282/2011 of 31 August 2011, hereinafter referred to as DPS 2011;

 

- Resolution No 30 of 29 November 2011 of the Management Board of Budimex S.A. on adoption for application as of 1 January 2012 by the Management Board of Budimex S.A. of the “Best Practice of WSE Listed Companies” at Budimex S.A., as introduced in the Resolution of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. No 20/1287/2011 of 19 October 2011, hereinafter referred to as DPS 2011 bis. The aforesaid resolutions maintained the suspension of 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 suspension 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. took the following decisions on application of, supervision over and adherence to DPS 2011 and DPS 2011bis at Budimex S.A.:
- Resolution No 191 of the Supervisory Board of Budimex S.A. of 13 October 2011 on adopting for application as of 1 January 2012 by the Supervisory Board of Budimex S.A. of the “Best Practice for WSE Listed Companies” and supervision over adherence thereto at the Company, as introduced in the Resolution No 15/1282/2011 of the Supervisory Board of the Giełda Papierów Wartościowych w Warszawie S.A. (WSE) of 31 August 2011, hereinafter referred to as DPS 2011.

- Resolution No 193 of the Supervisory Board of Budimex S.A. of 14 December 2012 on adopting for application as of 1 January 2012 by the Supervisory Board of Budimex S.A. of the “Best Practice of WSE Listed Companies” and supervision over adherence thereto at the Company, as introduced in the Resolution No 20/1287/2011 of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. (WSE) of 19 October 2011, hereinafter referred to as DPS 2011 bis. The Supervisory Board, at the request of the Management Board, by Resolution No 196 of 28 March 2012 moved that the Annual General Meeting adopts Resolution No 171, as proposed, which provides for the suspension of 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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