Aktuální report č. 30 / 2022

Appointment of Budimex S.A. Supervisory Board of next term

The Management Board of Budimex S.A. would like to inform you that on 19 May 2022, the Ordinary General Meeting of Shareholders appointed the Supervisory Board for the next term in the following composition:

1. Mr. Mario Manuel Menendez Montoya

Mario Manuel Menendez Montoya graduated cum laude from the University of Texas in Austin with a Bachelor of Arts degree. He then studied International Law at the University of Houston Law Center, where he received a Juris Doctorate degree. He is licensed to practice law before numerous courts and by the State Bars of Texas and Georgia. He joined the Ferrovial group in June 2006 where he worked as head of the Legal Department for the North American affiliates of Ferrovial Construccion, S.A. until 2019. Thereafter, he became the International Legal Director of the organization. In 2022, he assumed his current role as General Counsel. Prior to Ferrovial, Mario Menendez worked in private company for a litigation boutique firm in the Houston area, where he represented clients in complex, multiparty commercial litigation.

According to the submitted statement, Mario Manuel Menendez Montoya does not pursue any business competitive to Budimex SA, and he is not a partner or a member of any competitive civil partnership or any other partnership, a member of a body of a capital company or a member of a body of any other competitive legal entity and he has not been entered in the Register of Insolvent Debtors kept under the provisions of the Act on the National Court Register.

2. Mr. Marek Michałowski

Marek Michałowski graduated from the Financial & Statistics Department of the General School of Planning and Statistics in Warsaw (presently the Warsaw School of Economics). A licensed expert auditor.

His professional career began at Budimex in 1978. From 1990, Member of the Management Board of Budimex SA and Chief Financial Officer. From April to November 1998: President of the Management Board of Dromex SA. From November 1998 to September 2009 General Manager and President of the Management Board of Budimex SA. From October 2009 to August 2010 General Manager of Ferrovial Agroman SA for Central & Eastern Europe. In 2001-2013 President of the Council and next President of the Board of the Polish Association of Construction Industry Employers. Member of the General Board of BCC. President of the Polish Golf Union.

According to the statement Marek Michałowski does not pursue any business competitive to Budimex SA, and he is not a partner or a member of any competitive civil partnership or any other partnership, a member of a body of a capital company or a member of a body of any other competitive legal entity and he has not been entered in the Register of Insolvent Debtors kept under the provisions of the Act on the National Court Register.

3. Mr. Juan Ignacio Gaston Najarro

Mr. Juan Ignacio Gaston Najarro holds a MSc in Civil Engineering with an MBA from the London Business School. He joined Ferrovial in 1995. He occupied the roles of Director of Construction in the UK in 2007. Since 2013, he was General Manager of Ferrovial Services Spain. In November 2018 he was appointed Chief Executive Officer of Ferrovial Agroman.

According to the statement Juan Ignacio Gaston Najarro does not pursue any business competitive to Budimex SA, and he is not a partner or a member of any competitive civil partnership or any other partnership, a member of a body of a capital company or a member of a body of any other competitive legal entity and he has not been entered in the Register of Insolvent Debtors kept under the provisions of the Act on the National Court Register.

4. Mr. Igor Adam Chalupec

Igor Chalupec graduated of the Law and Administration Faculty at the University of Warsaw and the Foreign Trade Faculty at the Warsaw School of Economics. Securities dealer (licence no. 45). (Between 1991 and 1995) Founder and Director of Centralny Dom Maklerski Banku Pekao S.A. (formerly: CBM Pekao S.A.). He wal also Head of the brokerage houses self-government (1994-1995). From 1995 Member and 2000-2003 a Vice President of the Management Board of Bank Pekao S.A. In 2003-2004 – Undersecretary of State in the Ministry of Finance. Author of the agenda Warsaw City 2010, government’s development strategy for the capital market. October 2004 – January 2007: President of the Management Board and Director General of Polski Koncern Naftowy ORLEN, after the acquisition of the Lithuanian refinery Mażikiu Nafta in 2006 - the largest fuel company in Central Europe. From 2007 – founder and President of the Management Board of ICENTIS Corporate Solutions, a company operating in the field of financial services and providing consultancy in the field of mergers and acquisitions, definition and implementation of exit strategies, and obtaining financing. Member in many supervisory boards, including Budimex S.A. (since 2007-now). From 2008 – founder and President of the Management Board of ICENTIS Capital, a company concentrating managing private equity funds on the market of medium and large enterprises in Poland. Member of the Programme Council of the Economic Forum in Krynica, Council Member of the Supervisory Foundation of the Institute of Public Affairs, Founder and Chairman of the Council of the Evangelical Association for Education.  Laureate of many prizes and awards, including ‘Hermes’ prize granted for extraordinary achievements in rebuilding the Polish capital market, ‘Vector’ award of the Confederation of Polish Employers and Lesław A. Paga award for implementing modern standards in Polish economy.He co-authored a book on the purchase of refinery in Możejki, entitled: “Rosja, ropa, polityka, czyli o największej inwestycji PKN ORLEN”.

According to the statement Igor Adam Chalupec does not pursue any business competitive to Budimex SA, and he is not a partner or a member of any competitive civil partnership or any other partnership, a member of a body of a capital company or a member of a body of any other competitive legal entity and he has not been entered in the Register of Insolvent Debtors kept under the provisions of the Act on the National Court Register.

5. Mr. Dariusz Jacek Blocher

Dariusz Blocher graduated of the Department of Mechanics and Machine Construction at the Częstochowa University of Technology. Following his graduation in 1992, Dariusz Blocher was employed at the Ahlstrom - Fakop Industrial Boiler Factory. In the years 1993 - 1994 Dariusz Blocher worked at Proman s.c., a distribution company in Katowice, as a branch manager. From May 1994 to February 2002: Pepsi Co. Poland, fulfilling the following positions: Sales Department Manager of Silesia, Human Resources Officer in the Sales & Distribution Department; and from September 1998: Human Resources Officer for personnel policy at Pepsi Co. Poland manufacturing plants and headquarters. In 2007 Dariusz Blocher graduated from IESE Business School in Barcelona as a student of AMP (Advanced Management Program). From February 2002 he was a member of the Management Board, HR Management Director at Budimex SA. From November 2007 he was a President of the Management Board, General Manager of Budimex Dromex SA and Member of the Management Board of Budimex SA. From September 2009 to May 2021 he was a General Manager and President of the Management Board of Budimex SA. Dariusz Blocher resigned as of May 19, 2021 from the functions held in the Management Board of Budimex S.A. From May 20, 2021, a member of the Supervisory Board of Budimex S.A.

According to the submitted statement Dariusz Blocher does not conduct any business activity competitive to the business of Budimex S.A., he does not own interest in a competitive company as a partner in a civil partnership, a partnership or a capital company, and he does not own interest in a competitive legal person as a member of its bodies, and he is not entered in the Register of Insolvent Debtors kept under the law on the National Court Register.

6. Ms. Danuta Dąbrowska

Danuta Dąbrowska is a graduate of the Food Technology Faculty of the University of Horticulture and Food Industry in Budapest. As of 1999 she is a member of ACCA - the Association of Chartered Certified Accountants. She completed various programmes, such as: Advanced Strategic Management, Strategic Finance and High Performance Leadership at IMD, Switzerland and ‘Best-In-Retail’ Programme at Harvard Business School.

Ms Dąbrowska started her professional career in Arthur Andersen & Co in 1991 as a Financial Assistant, employed in Audit Department. From 1993 Ms Dąbrowska was associated with wthe Warsaw office of at Coopers & Lybrand took where she held the position of Senior Specialist in the Business Assurance Department, Supervisor, Senior Supervisor and Manager in the Business Assurance Department and Corporate Finance Department.

In the years 1997 – 2001, she held the position of Head of Financial and Business control at Ericsson, working either from Warsaw or from Stockholm, with responsibility for Poland and Asian markets. In 2002 Ms Dąbrowska joined TP Internet as their Chief Financial Officer. From 2004 she was Chief Financial Officer with responsibility for Eastern Europe and the Middle East at ECCO Sko A/S.

Between 2009 and 2019 she held the position of Vice-President Finance, Eastern Europe & Emerging Markets (MEANA) at Pandora A/S.

As of 2014 Ms. Danuta Dąbrowska ia a Member of the Supervisory Board of Santander Bank Polska S.A. In the years 2012 – 2017 she was Supervisory Board Member of Herkules S.A.

Ms Dąbrowska is a Founding Member of FINEXA, Association of Finance Directors.

According to the statement Agnieszka Danuta Dąbrowska does not pursue any business competitive to Budimex SA, and he is not a partner or a member of any competitive civil partnership or any other partnership, a member of a body of a capital company or a member of a body of any other competitive legal entity and she has not been entered in the Register of Insolvent Debtors kept under the provisions of the Act on the National Court Register.

According to the declaration Ms. Danuta Dąbrowska is an independent member of the Budimex SA Supervisory Board.

7. Mr. Janusz Dedo

Janusz Dedo is a graduate of the economy faculty of the University of Life Sciences (SGGW) in Warsaw. A US government scholar at Minnesota University. His professional career started at the World Economy Institute, where his duties included assessment of the situation on global raw material markets. In the years 1986-1987 he was employed at the National Bank of Poland in the Office for Cooperation with the World Bank. Later, he held managerial positions in commercial banks as well as in a consulting company. In the years 1998-2004 he was the vice-president of the management board of Bank PEKAO S.A. responsible for the retail banking division, and then the president of Bank PEKAO Ukraina Ltd., which he held until July 2006. Then, for nine years he was the President of the Management Board of HSBC Polska. For many years he sat in the regional and global management structures of the MasterCard organization as well as on supervisory boards in Poland and abroad. Mr. Janusz Dedo was a member of the Council of the Polish Bank Association, as well as the president of the Management Board of the Polish Association of Private Employers of Banks and Financial Institutions. This organization is a member of the Polish Confederation of Private Employers Lewiatan.

According to the statement Janusz Dedo does not pursue any business competitive to Budimex SA, and he is not a partner or a member of any competitive civil partnership or any other partnership, a member of a body of a capital company or a member of a body of any other competitive legal entity and he has not been entered in the Register of Insolvent Debtors kept under the provisions of the Act on the National Court Register.

In accordance with the statement Mr. Janusz Dedo is an independent member of the Budimex SA Supervisory Board.

8. Mr. Mario Mostoles Nieto

Mario Mostoles Nieto holds an engineering degree from the Technical University of Madrid. In the years 2006–2007, he received the title of Executive MBA at IE Business School in Spain, and graduated from the University of Chicago Booth School of Business as a student of the Advanced Management Program in 2014.

He has been involved with the Ferrovial Group since 2001, where he started with implementing contracts in Canada and continued working as a contract manager in Portugal and Ireland. Since 2007, Mario Mostoles Nieto has been the manager of Ferrovial Agroman Ireland, responsible for the group’s operations in Ireland, including the construction of the M50 motorway and the M3 motorway PPP and developing the Company through cooperation with local partners. He was the CEO at Trinity Infrastructure LLC within Ferrovial Agroman S.A. in the United States from 2010. From 2014, he was the Managing Director at Ferrovial Agroman UK & Ireland responsible for the Company’s activities. Since February 2020, Mario Mostoles Nieto has been a Global Manager of HR Ferrovial Construction.

According to the submitted statement, Mario Mostoles Nieto does not conduct any business activity competitive to the business of Budimex S.A., he does not own interest in a competitive company as a partner in a civil partnership, a partnership or a capital company, he does not own interest in a competitive legal person as a member of its bodies, and he is not entered in the Register of Insolvent Debtors, kept under the provisions of the Act on the National Court Register.

9. Mr. Ignacio Aitor Garcia Bilbao

Ignacio Garcia Bilbao is the Financial Director of Ferrovial Construction, responsible for all economic and financial aspects of the division.

Academic Background: Degree in Economics and Business Administration from Comillas University ICADE (Madrid) and Management Development Program (PDD) at IESE.

Began his professional career as an Auditor at Deloitte joining after 2 years Ferrovial Agroman. Since then he has developed a long track record in Ferrovial, holding various executive positions and being board member representing Ferrovial in different companies.

In 2000, after the acquisition of Budimex, he lived in Warsaw until 2003 to perform the role of Deputy CFO and Director of Control. From 2011 to 2019 he has been CFO at Ferrovial Airports and Ferrovial Power Infrastructures joining back again the Ferrovial Construction team as CFO in 2020. In addition to his Financial and Development experience, he has also contributed to the innovation development of Ferrovial being member of the Digital Vision Board for some years.

2020 – Present  CFO Ferrovial Construction

2011 – 2019  CFO Ferrovial Airports and Ferrovial Power Infra

2003 – 2011  Director of Financial Control at Ferrovial Agroman

2000 – 2003  Deputy CFO and Director of  Control at Budimex

1996 – 1999  Head of International Control and Administration at Ferrovial Agroman

1994 – 1996  Auditor at Deloitte

Relevant projects involvement:

Merge of Ferrovial and Agroman

Budimex  and Webber acquisitions

Sale of several stakes in Heathrow and Edinburgh Airports

Acquisition of the British airports of Glasgow, Aberdeen and Southampton (AGS)

Transchile acquisition, first power transmission asset for Ferrovial (Chile)

Several asset divestments in the Construction Division (Concessions, Asphalt Plant SCC)

Siemsa integration in Ferrovial Energy Construction

According to the submitted statement Mr. Ignacio Garcia Bilbao does not conduct any business activity competitive to the business of Budimex S.A., he does not own interest in a competitive company as a partner in a civil partnership, a partnership or a capital company, and he does not own interest in a competitive legal person as a member of its bodies, and he is not entered in the Register of Insolvent Debtors kept under the law on the National Court Register.

10. Mr. Artur Kucharski

Artur Kucharski has over 12 years of experience as an independent member of supervisory boards, including public companies listed on the Warsaw Stock Exchange.

His duties have included presiding over the Audit Committee in 4 listed companies, including a bank, and serving as a member of Audit Committees in other companies. He has also been a member of the Risk Committee (in a bank), Nomination and Remuneration Committee and Strategy and Development Committee.

Artur Kucharski trained as an engineer. He has 7 years of audit experience, 7 years of consulting experience and over 12 years of supervisory experience. In 1999 he was awarded an ACCA diploma and in 2011 an MBA.

From June 2020, Member of the Supervisory Board of Budimex S.A.

Since October 2017 he has been a Member of the Supervisory Board, the Chairman of the Audit Committee and a Member of the Risk Committee at Alior Bank SA.

Since April 2016 he has been a Member of the Supervisory Board and the Chairman of the Audit Committee at Asseco South Eastern Europe S.A.

From July 2015 to July 2019 he was a Member of the Supervisory Board, as well as a Member of the Audit Committee, the Nomination and Remuneration Committee and the Strategy Committee at Prime Car Management S.A.

From October 2011 to July 2017 he was a Member of the Supervisory Board and since March 2016 the Chairman of the Audit Committee at Zakłady Azotowe w Tarnowie Mościcach S.A. (Grupa Azoty S.A.).

From August 2010 to December 2021 was a Member of the Supervisory Board and since March 2016 the Chairman of the Audit Committee at Asseco Poland SA.

From July 2010 to May 2013 he was a Member of the Supervisory Board at Globe Trade Centre SA.

From February 2011 to March 2012 he was a Member of the Supervisory Board at Hydrapres SA.

From November 2011 to December 2012 he was a Member of the Supervisory Board at Mostostal Zabrze Holding SA.

From April 2010 to September 2012 – Kopex SA – a Member of the Management Board, the Strategy Director responsible for the HR Division, Internal Audit and Strategy, previously the Vice-President and the Chairman of the Supervisory Board, as well as the Director for the Development of Structures, Organizations and Internal Control Systems.

From April 2002 to April 2010 – PwC Polska Sp. z o.o., Warsaw, division: Consulting, position: from Senior Manager to Director

Scope of duties (types of implemented projects):

• Strategy consulting, including: market analysis, analysis of a competitor’s position, defining strategic options, financial analysis, choosing the optimal option, planning and implementation.

• Operational consulting: restructuring, cost optimization, changing the organization of purchases, improving cash flow, improving efficiency in the use of the working capital, project management, change management.

• Consulting related to control and supervision in the following areas: assessment and improvement of internal control, internal audit, investigative projects (forensic), assessment of the quality and functioning of statutory bodies.

From September 1995 to March 2002 – PricewaterhouseCoopers Sp. z o.o., Warsaw, division: Audit of Financial Statements, position: from Assistant to Manager

According to his representation, Artur Kucharski does not engage in any business activity competitive with the business activity of Budimex S.A., is not a partner in a competitive civil law partnership, a shareholder in a competitive company nor a partner in a competitive partnership, does not engage in any competitive legal person as a member of its body and has not been entered into the Register of Insolvent Debtors maintained pursuant to the Polish National Court Register Act.

According to his representation Artur Kucharski is an independent member of the Supervisory Board of Budimex SA.