Budimex.pl

Aktuální report č. 35 / 2010

Datum: 22. dubna 2010

Invitation to an Ordinary General Meeting of Shareholders in Budimex S.A.

The Management Board of Budimex S.A. invites you to take part in an Ordinary General Meeting of Shareholders (hereinafter referred to as OGM) that will be held on 19 May 2010 at 10 am at the company’s registered office in Warsaw in ul. Stawki 40, room 514, 5th floor. The agenda shall be as follows:
1. Opening the Ordinary General Meeting.
2. Appointing the Chairperson of the Ordinary General Meeting.
3. Declaring that the Ordinary General Meeting has been correctly convened and that it has the capacity to adopt binding resolutions.
4. Appointing the Ballot Counting Committee.
5. Adopting the agenda.
6. Presenting the Report of the Management Board of Budimex S.A. on the Company’s Operations for the Year 2009 as well as the Financial Account for the Financial Year 2009 along with the Auditor’s Opinion and the Audit Report.
7. Presenting the Report of the Management Board of Budimex S.A. on the Operations of the Budimex Group for the Year 2009 as well as the Consolidated Financial Account for the Financial Year 2009 along with the Auditor’s Opinion and the Audit Report.
8. Presenting the Report of the Supervisory Board of Budimex S.A. including results of evaluations of the Management Board Reports on Operations and Financial Accounts for the Financial Year 2009, the Management Board’s motion concerning profit distribution and also the assessment of the Company’s situation meeting other requirements following from “The Code of Best Practice for WSE-Listed Companies”.
9. Passing resolutions on:
9.1. considering and approving the Report of the Management Board of Budimex S.A. on the Company’s Operations and the Financial Account of Budimex S.A. for the Financial Year 2009,
9.2. considering and approving the Report of the Management Board of Budimex S.A. on the Group’s Operations for the Year 2009 and the Consolidated Financial Account for the Financial Year 2009,
9.3. distributing the profit for 2009,
9.4. acknowledging the fulfilment of duties of the Management Board members of Budimex S.A. in 2009,
9.5. acknowledging the fulfilment of duties of the Supervisory Board members of Budimex S.A. in 2009,
9.6. the merger of Budimex S.A. as the acquiring company with Budimex Auto-Park Sp. z o.o as the acquired company under Article 492 section 1 paragraph 1 of the Commercial Companies Code,
9.7. appointing the Supervisory Board of Budimex S.A. for its seventh term,
9.8. the rules and the amount of the remuneration of the Supervisory Board members.
10. Closing of the Ordinary General Meeting.

In accordance with Article 402[2] of the Commercial Companies Code, the Management Board of Budimex S.A. hereby notifies the shareholders of the procedures to be applied in conjunction with the OGM, participation in the OGM and execution of the right to vote:

1. Shareholders’ right to request that certain issues be included in the OGM agenda:

A shareholder or shareholders who represent at least 1/20 of the share capital may demand certain issues to be included in the agenda of OGM. The request shall be presented to the Management Board not later than twenty one days prior to the scheduled date of the OGM. The request shall provide reasons or a draft resolution concerning the proposed item of the agenda. The request may be made in writing at the Company’s registered office or sent electronically to the following e-mail address: .
The request shall be accompanied by documents confirming the shareholder’s right to submit such a request.
Without undue delay but not later than eighteen days prior to the scheduled date of the OGM, the Management Board shall announce changes to the agenda introduced upon the request of shareholders on the company’s website or in its current report.

2. Shareholders’ right to propose draft resolutions concerning issues included or to be included in the agenda prior to the OGM:

A shareholder or shareholders who represent at least 1/20 of the share capital may submit to the Company draft resolutions concerning issues included or to be included in the agenda of the OGM, which should be done in a written form at the Company’s registered office or electronically (e-mail address: ) before the date of the OGM. Without delay, the company shall publish such draft resolutions on its website.Draft resolutions shall be accompanied by documents confirming the right of a shareholder or shareholders to propose such draft resolutions.

3. Shareholders’ right to propose draft resolutions concerning issues included in the agenda during the OGM:

During the OGM each and every shareholder shall be entitled to propose draft resolutions concerning issues included in the agenda.

4. Exercising the right to vote through a proxy, including, in particular, voting forms to be used by a proxy, and notification of the appointment of a proxy to the company using electronic communication:

A shareholder shall be entitled to participate in the OGM and to exercise his/her right to vote in person or through a proxy.
Neither in person nor through a proxy may a shareholder vote on resolutions concerning their liability of any kind towards the company, including resolutions on the acknowledgement of the fulfilment of duties, release from liability towards the company and on any dispute between such a shareholder and the company. A shareholder may vote as a proxy for adoption of the aforesaid resolutions concerning himself/herself.
A proxy has all the rights of a shareholder at the OGM unless the scope of his/her authorisation provides otherwise.
If authorised to do so, a proxy may appoint another proxy.
A proxy may represent more than one shareholder and vote differently for every shareholder.
A shareholder with shares registered on more than one security account may appoint different proxies to exercise rights under shares registered on each of these accounts.
Authorization to participate in the OGM and to exercise the right to vote requires a written form or can be sent electronically to the following e-mail address:  . Authorization granted electronically does not require a secure digital signature verified by means of a valid qualified certificate.
An electronic power of attorney shall be expressed in a separate document signed by the shareholder or a person authorised to represent such a shareholder, sent as a PDF appendix to the e-mail address . An electronic power of attorney must be accompanied by documents confirming the right of a particular shareholder to participate in the OGM as well as relevant documents (current excerpt from a relevant register), confirming the right of a person signing such power of attorney to represent a shareholder other than a natural person. 

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