Aktuální report č. 21 / 2022

Datum: 20. dubna 2022 13:09

Draft resolutions of the Ordinary General Meeting of Budimex SA convened on 19 May 2022

With reference to report No 20/2022 of 20 April 2022 on convening the Ordinary General Meeting of Budimex SA, the Management Board of Budimex SA hereby communicates the content of draft resolutions for the Ordinary General Meeting convened on 19 May this year:

 

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Resolution of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: election of the Chairman of the Ordinary General Meeting

The Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. The Ordinary General Meeting hereby appoints Ms/Mr ..................................... Chairman of the Ordinary General Meeting.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution of the Ordinary General Meeting of Budimex S.A. 
of 19 May 2022  
on: election of the Returning Committee

The Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. The Ordinary General Meeting hereby appoints the Returning Committee in the following composition:
1. Ms/Mr ..............................,
2.Ms/Mr ..............................,
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution of the Ordinary General Meeting of Budimex S.A. 
of 19 May 2022 on: adoption of the agenda

The Ordinary General Meeting of Budimex S.A. hereby resolves as follows:

§ 1. The Ordinary General Meeting hereby adopts the following agenda:
1. Opening of the Ordinary General Meeting.
2. Election of the Chairman of the Ordinary General Meeting.
3. Ascertainment of due convention of the Ordinary General Meeting and its capacity to adopt resolutions.
4. Election of the Returning Committee.
5. Adoption of the agenda.
6. Presentation and review of the report on the operations of the Budimex Group and Budimex S.A. for 2021, the financial statements of Budimex S.A. for the year ended on 31 December 2021 together with the report on the audit of the annual financial statements of Budimex S.A. for the year ended on 31 December 2021, as well as the consolidated financial statements of the Budimex Group for the year ended on 31 December 2021 together with the report on the audit of the annual consolidated financial statements for the year ended on 31 December 2021.
7. Presentation and review of the report on non-financial information of Budimex S.A. for 2021 and the report on non-financial information of the Budimex Group for 2021.
8. Presentation of the Supervisory Board's report on the remuneration of members of the Management Board and the Supervisory Board.
9. Presentation and review of the report of the Supervisory Board of Budimex S.A. including the results of the assessment of the Management Board reports on the operations and financial statements for the financial year 2021, motion of the Management board concerning distribution of profit, as well as the assessment of the Company’s situation.
10. Adoption of resolutions regarding:
10.1. review and approval of the report on the operations of the Budimex Group and Budimex S.A. for 2021,
10.2. review and approval of the report on non-financial information of Budimex S.A. for 2021,
10.3. review and approval of the report on non-financial information of the Budimex Group for 2021,
10.4. review and approval of the financial statements of Budimex S.A. for the year ended on 31 December 2021,
10.5. review and approval of the consolidated financial statements of the Budimex Group for the year ended on 31 December 2021,
10.6 distribution of profit for 2021,
10.7 grant of discharge to members of the Management Board of Budimex S.A. for the performance of their duties in 2021,
10.8 approval of the completion of the composition of the Supervisory Board of Budimex S.A., which took place on 23 September 2021, by co-opting, pursuant to Article 16 section 3 of the Company's Articles of Association, a new member of the Supervisory Board – Mr Mario Mostoles Nieto, due to the resignation of Mr Javier Galindo Hernandez, 
10.9 review and approval of the report on the operations of the Supervisory Board of Budimex S.A. for 2021;
10.10 giving an opinion on the report of the Supervisory Board of Budimex S.A. on the remuneration of members of the Company’s Management Board and Supervisory Board, 
10.11. grant of discharge to members of the Supervisory Board for the performance of their duties in 2021,
10.12 appointment of the Supervisory Board of Budimex S.A. for the eleventh term of office,
10.13 adoption of a diversity policy of the Supervisory Board of Budimex S.A.,
10.14 adoption of the Best Practice of WSE Listed Companies 2021 for application,
11. Closure of the Meeting.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 417
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: review and approval of the report on the operations of the Budimex Group and Budimex S.A. for 2021

Pursuant to Article 395 § 2(1) in connection with Article 393 (1) of the Code of Commercial Companies and § 13 (a) of the Company’s Articles of Association, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows: 
§ 1. Upon prior review, the report on the operations of the Budimex Group and Budimex S.A. for 2021 are hereby approved. 
§ 2. The Resolution shall enter into force as of the date of its adoption.

Appendices:
Appendix No. 1 – Report on the operations of the Budimex Group and Budimex S.A. for 2021, presented for review at the Ordinary General Meeting, published in the annual report for 2021 on the 25th March 2022 and on the website of Budimex S.A.

 

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Resolution No 418
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: review and approval of the report on non-financial information of Budimex S.A. for 2021 

Pursuant to Article 395 § 2(1) of the Code of Commercial Companies, in connection with Article 49b(1) and Article 49b(9) of the Accounting Act and § 13 (a) of the Company’s Articles of Association, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows: 
§ 1. Upon prior review, the report on non-financial information of Budimex S.A. for 2021 is hereby approved. 
§ 2. The Resolution shall enter into force as of the date of its adoption.

Appendices:
Appendix No 1 – Report on non-financial information of Budimex S.A for 2021, presented for review at the Ordinary General Meeting, published in the annual report for 2021 on the 25th March 2022 and on the website of Budimex S.A.
 
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Resolution No 419
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: review and approval of the report on non-financial information of the Budimex Group for 2021

Pursuant to Article 395 § 5 of the Code of Commercial Companies, in connection with Article 55(2b) and Article 55(2c) of the Accounting Act, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows: 
§ 1. Upon prior review, the report on non-financial information of the Budimex Group for 2021 is hereby approved. 
§ 2. The Resolution shall enter into force as of the date of its adoption.

Appendices:
Appendix No 1 – Report on non-financial information of the Budimex Group for 2021, presented for review at the Ordinary General Meeting, published in the annual report for 2021 on the 25th March 2022 and on the website of Budimex S.A.

 

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Resolution No 420
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: review and approval of the financial statements of Budimex S.A. for the year ended on 31 December 2021.

Pursuant to Article 395 § 2(1), in connection with Article 393(1) of the Code of Commercial Companies and Article 53(1) of the Accounting Act of 29 September 1994, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Upon prior review, the Company’s financial statements for the year ended on 31 December 2021 is hereby approved. The financial statements comprise:
1. the report on the financial position of the Company prepared as at 31 December 2021, showing total assets, equity and liabilities of PLN 5,988,308 thousand (five billion nine hundred and eighty-eight million three hundred and eight thousand zlotys),
2. the profit and loss account for the period from 1 January 2021 to 31 December 2021, showing net profit of PLN 979,633 thousand (nine hundred and seventy-nine million, six hundred and thirty-three thousand zlotys),
3. the statement of comprehensive income for the period from 1 January 2021 to 31 December 2021, showing comprehensive income of PLN 984,552 thousand (nine hundred eighty four million five hundred fifty two thousand zlotys),
4. the statement of changes in equity for the period from 1 January 2021 to 31 December 2021, showing an increase in equity of PLN 177,802 thousand (one hundred and seventy-seven million, eight hundred and two thousand zlotys),
5. the cash flow statement for the period from 1 January 2021 to 31 December 2021, showing an increase in cash of PLN 714,093 thousand (seven hundred and fourteen million ninety-three thousand zlotys),
6. additional notes and explanations.
he financial statements of Budimex SA for the year ended on 31 December 2021 were audited by an independent certified auditor and received an approving opinion of the Company’s Supervisory Board.
§ 2. The Resolution shall enter into force as of the date of its adoption.

Appendices – Financial statements of Budimex S.A. for the year ended on 31 December 2021 and the Report on the audit of the annual financial statements of Budimex S.A. for the year ended on 31 December 2021, presented for review at the Ordinary General Meeting, published in the annual report for 2021 on the 25th March 2022 and on the website of Budimex S.A.

 

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Resolution No 421
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: review and approval of the consolidated financial statements for the year ended on 31 December 2021.

Pursuant to Article 395 § 5 of the Code of Commercial Companies and Article 63c(4) of the Accounting Act of 29 September 1994, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Upon prior review, the consolidated financial statements of the Budimex Group for the year ended on 31 December 2021 are hereby approved. The consolidated financial statements comprise:
1. the consolidated statement on the financial position prepared as at 31 December 2021, showing total assets, liabilities and equity of PLN 6,863,318 thousand (six billion eight hundred and sixty-three million three hundred and eighteen thousand zlotys),
2. the consolidated profit and loss account for the period from 1 January 2021 to 31 December 2021, showing a net profit of PLN 986,454 thousand (nine hundred and eighty-six million four hundred and fifty-four thousand zlotys),
3. the consolidated statement of comprehensive income for the period from 1 January 2021 to 31 December 2021, showing total income of PLN 991,490 thousand (nine hundred and ninety-one million four hundred and ninety thousand zlotys),
4. the consolidated statement of changes in equity for the period from 1 January 2021 to 31 December 2021, showing an increase in equity of PLN 173,736 thousand (one hundred and seventy-three million seven hundred and thirty-six thousand zlotys),
5. the consolidated cash flow statement for the period from 1 January 2021 to 31 December 2021, showing an increase in cash of PLN 604,109 thousand (six hundred and four million one hundred and nine thousand zlotys),
6. additional notes and explanations.
The consolidated financial statements of the Budimex Group were audited by an independent certified auditor and received an approving opinion of the Supervisory Board of Budimex S.A.
§ 2. The Resolution shall enter into force as of the date of its adoption.

Appendices – The consolidated financial statements of the Budimex Group for the year ended on 31 December 2021 and the Report on the audit of the annual consolidated financial statements of Budimex Group for the year ended on 31 December 2021 presented for review at the Ordinary General Meeting, published in the consolidated annual report for 2021 on the 25th March 2022 and on the website of Budimex S.A.

 

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Resolution No 422
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: the distribution of profit for 2021

Pursuant to Article 395 § 2(2) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:

§ 1. It is decided that the net profit for the period from 1 January 2021 to 31 December 2021 in the amount of PLN 979,589,860.26 (say: nine hundred seventy nine million five hundred eighty nine thousand eight hundred sixty zlotys and twenty six grosz) will be allocated for the payment of a dividend of PLN 38.37 (say: thirty eight zloty and thirty seven grosz) gross per share. It is decided that the remaining part of the profit in the amount of PLN 43,449.39 (say: forty three thousand four hundred forty nine zlotys and thirty nine grosz) will be allocated to the spare capital. In connection with the resolution of the Company’s Management Board of 3 September 2021 on the payment of an advance on the dividend expected for 2021 in the total amount of PLN 380,398,460.20 (say: three hundred eighty million three hundred ninety eight thousand four hundred sixty zlotys and twenty grosz), i.e. PLN 14.90 (say: fourteen zlotys and ninety grosz) gross per share, under which the advance on the dividend was paid on 18 October 2021, pursuant to this resolution of the Ordinary General Meeting the remaining part of the dividend in the total amount of PLN 599,191,400.06 (say: five hundred and ninety nine million one hundred and ninety one thousand four hundred zlotys and six grosz) will be paid, where PLN 23.47 (say: twenty three zlotys and forty seven grosz) gross will be paid per one share.
§ 2. 1. The list of shareholders entitled to receive the remaining part of dividend for the year 2021 is determined as at 31 May 2022.
2. The date of payment of the remaining part of the dividend is 14 June 2022.
§ 3. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 423
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Dariusz Jacek Blocher, President of the Management Board of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Following the positive assessment of the Company’s operations in 2021, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Dariusz Jacek Blocher, President of the Management Board of Budimex S.A., for the performance of his duties in the period from 1 January 2021 to 19 May 2021 (date of resignation from the function).
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 424
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Artur Popko, President of the Management Board of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Following the positive assessment of the Company’s operations in 2021, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Artur Popko, President of the Management Board of Budimex S.A., for the performance of his duties in the period from 1 January 2021 to 31 December 2021, whereby for the period from 1 January 2021 to 19 May 2021 the discharge concerns serving as Vice-President of the Management Board.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 425
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Jacek Daniewski, Member of the Management Board of Budimex S.A., for the performance of his duties in 2021

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Following the positive assessment of the Company’s operations in 2021, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Jacek Daniewski, Member of the Management Board of Budimex S.A., for the performance of his duties in the period from 1 January 2021 to 31 December 2021.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 426
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Cezary Mączka, Member of the Management Board of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Following the positive assessment of the Company’s operations in 2021, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Cezary Mączka, Member of the Management Board of Budimex S.A., for the performance of his duties in the period from 1 January 2021 to 31 December 2021.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 427
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Marcin Węgłowski, Member of the Management Board of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Following the positive assessment of the Company’s operations in 2021, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Marcin Węgłowski, Member of the Management Board of Budimex S.A., for the performance of his duties in the period from 1 January 2021 to 31 December 2021.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 428
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Artur Pielech, Member of the Management Board of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Following the positive assessment of the Company’s operations in 2021, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Artur Pielech, Member of the Management Board of Budimex S.A., for the performance of his duties in the period from 23 September 2021 (appointment as Member of the Management Board) to 31 December 2021.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 429
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: approval of the completion of the composition of the Supervisory Board of Budimex S.A., which took place on 23 September 2021, by co-opting, pursuant to Article 16 section 3 of the Company's Articles of Association, a new member of the Supervisory Board – Mr Mario Mostoles Nieto, due to the resignation of Mr Javier Galindo Hernandez

Pursuant to Article 395 § 5 of the Code of Commercial Companies and § 16 (3) of the Company’s Articles of Association, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Following the resignation of Mr Javier Galindo Hernandez from his function in the Supervisory Board of Budimex S.A. and the completion of the composition of the Supervisory Board of the tenth term of office, made by the Supervisory Board by Resolution No 351 of 23 September 2021, the Supervisory Board’s co-optation of Mr Mario Mostoles Nieto to its composition is approved.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 430
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: review and approval of the report on the operations of the Supervisory Board of Budimex S.A. for 2021

Pursuant to Article 395 § 5 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows: 
§ 1. Upon prior review, the report of the Supervisory Board of Budimex S.A. for 2021, constituting an appendix hereto, is hereby approved. 
§ 2. The Resolution shall enter into force as of the date of its adoption.

Appendices:
Appendix No 1 – Report of the Supervisory Board of Budimex S.A. for 2021.

 

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Resolution No 431 
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: giving an opinion on the report of the Supervisory Board of Budimex S.A. on the remuneration of members of the Company’s Management Board and Supervisory Board

Pursuant to Article 90g section 6 of the Act on public offering, conditions governing the introduction of financial instruments to organised trading and on public companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. The Ordinary General Meeting gives a positive opinion on the report of the Supervisory Board of Budimex S.A. on the remuneration of members of the Company’s Management Board and Supervisory Board, constituting an Appendix to this resolution.
§ 2. The Resolution shall enter into force as of the date of its adoption.

Appendices:
Appendix No 1 – Report of the Supervisory Board of Budimex S.A. on the remuneration of members of the Company’s Management Board and Supervisory Board of the Company together with a certified auditor’s opinion

 

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Resolution No 432
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Ms Danuta Dąbrowska, Member of the Supervisory Board
of Budimex S.A., for the performance of her duties in 2021

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
Discharge is hereby granted to Ms Danuta Dąbrowska, Member of the Supervisory Board of Budimex S.A., for the performance of her duties in the period from 1 January 2021 to 31 December 2021.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 433
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Ms Agnieszka Słomka-Gołębiowska, Member of the Supervisory Board
of Budimex S.A., for the performance of her duties in 2021

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Discharge is hereby granted to Ms Agnieszka Słomka-Gołębiowska, Member of the Supervisory Board of
Budimex S.A., for the performance of her duties in the period from 1 January 2021 to 20 May 2021 (date of resignation from the function).
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 434
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Marek Michałowski, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Discharge is hereby granted to Mr Marek Michałowski, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2021 to 31 December 2021.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 435
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Juan Ignacio Gaston Najarro, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Discharge is hereby granted to Mr Juan Ignacio Gaston Najarro, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2021 to 31 December 2021.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 436
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Javier Galindo Hernandez, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Discharge is hereby granted to Mr Javier Galindo Hernandez, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2021 to 21 September 2021 (date of resignation from the function).
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 437
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Jose Carlos Garrido-Lestache Rodriguez, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Discharge is hereby granted to Mr Jose Carlos Garrido-Lestache Rodriguez, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2021 to 31 December 2021.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 438
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Igor Adam Chalupec, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Discharge is hereby granted to Mr Igor Adam Chalupec, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2021 to 31 December 2021.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 439
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Janusz Dedo, Member of the Supervisory Board of
Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Discharge is hereby granted to Mr Janusz Dedo, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2021 to 31 December 2021.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 440
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Fernando Luis Pascual Larragoiti, Member of the Supervisory Board
of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Discharge is hereby granted to Mr Fernando Luis Pascual Larragoiti, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2021 to 17 May 2021 (date of resignation from the function).
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 441
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Artur Kucharski, Member of the Supervisory Board
of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Discharge is hereby granted to Mr Artur Kucharski, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2021 to 31 December 2021.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 442
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Dariusz Jacek Blocher, Member of the Supervisory Board
of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Discharge is hereby granted to Mr Dariusz Jacek Blocher, Member of the Supervisory Board of Budimex S.A, for the performance of his duties in the period from 20 May 2021 (date of appointment as member of the Board) to 31 December 2021.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 443
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Ignacio Aitor Garcia Bilbao, Member of the Supervisory Board
of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Discharge is hereby granted to Mr Ignacio Aitor Garcia Bilbao, Member of the Supervisory Board of Budimex S.A, for the performance of his duties in the period from 20 May 2021 (date of appointment as member of the Board) to 31 December 2021.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 444
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: grant of discharge to Mr Mario Mostoles Nieto, Member of the Supervisory Board
of Budimex S.A., for the performance of his duties in 2021.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Discharge is hereby granted to Mr Mario Mostoles Nieto, Member of the Supervisory Board of Budimex S.A, for the performance of his duties in the period from 23 September 2021 (date of appointment as member of the Board) to 31 December 2021.
§ 2. The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No ……. - ……
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: appointment of a member of the Supervisory Board of Budimex S.A. of the eleventh term of office

Pursuant to Article 385 § 1 of the Code of Commercial Companies and § 13(g) of the Articles of Association of Budimex S.A., in connection with the expiry of mandates of members of the Supervisory Board of Budimex S.A. of the tenth term of office, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1.
Ms/Mr .......……………….………………… is hereby appointed to the Supervisory Board of Budimex S.A. of the eleventh joint three-year term of office, covering the years 2022, 2023 and 2024.        
§ 2.
The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No …… 
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: adoption of a diversity policy of the Supervisory Board of Budimex S.A.

Pursuant to Article 395 § 5 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:
§ 1. The Ordinary General Meeting adopts the Diversity Policy of the Supervisory Board of Budimex S.A., the content of which is attached as an Appendix to this Resolution.
§ 2. The Resolution shall enter into force as of the date of its adoption.

Appendices:
Appendix No 1 – Diversity Policy of the Supervisory Board of Budimex S.A.

 

draft

 

Resolution No ……
of the Ordinary General Meeting of Budimex S.A.
of 19 May 2022
on: adoption of “Best Practice of WSE Listed Companies 2021” for application in Budimex S.A., introduced by Resolution of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. No 13/1834/2021 of 29 March 2021. 

Pursuant to Article 395 § 5 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1.
The Ordinary General Meeting of Budimex S.A. adopts the corporate governance rules contained in “Best Practice of WSE Listed Companies 2021” (“BPLC 2021”) for application in the Company:
1. except:
1.1. ensuring that the minority interest in a given body of the Company is not less than 30% (rule 2.1. and rule 2.2. from chapter 2 – Management Board and Supervisory Board of BPLC 2021),
1.2. the possibility for the Company to enable its shareholders to participate in the General Meeting by means of electronic communication (e-General Meeting) (rule 4.1. from chapter 4 – General Meeting and shareholder relations of BPLC 2021),
2. and with the reservation that as regards rules 1.3.1., 1.3.2., 1.4., 1.4.1. (in respect of the Company's business strategy) and rules 3.4., 3.5., 3.7. from chapter 3 – Internal systems and functions, the Ordinary General Meeting of Budimex S.A. recommends to the Company's bodies to continue activities aimed at the application of the abovementioned rules.
§ 2.
The Best Practice of WSE Listed Companies 2021 is attached as an appendix to this Resolution.
§ 3.
The Resolution shall enter into force as of the date of its adoption.

Appendices – 1 pc
Appendix No 1 – Best Practice of WSE Listed Companies 2021 (“BPLC 2021”).